Preliminary Placement Document

Subject to Completion

Not for circulation

Private and confidential

Serial No. ___

ITD CEMENTATION INDIA LIMITED

ITD Cementation India Limited was incorporated in the Republic of India on June 24, 1978 as a limited company under the Companies Act, 1956 with corporate identification

number L61000MH1978PLC020435. For details with respect to change of name, please see section “General Information” beginning on page 193.

Registered Office: National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai, Maharashtra, 400057;

Tel: +91 22 6693 1600; Fax: +91 22 6693 1627/28

Website: www.itdcem.co.in Email:investors.relation@itdcem.co.in

ITD Cementation India Limited (the “Company” or “Issuer”) is issuing [●] equity shares of face value ₹1 each (the “Equity Shares”) at a price of ₹[●] per Equity Share,

including a premium of ₹ [●] per Equity Share, aggregating to ₹[●] lakhs(the “Issue”).

ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI ICDR REGULATIONS”) AND SECTION 42 OF THE COMPANIES ACT, 2013 AND

THE RULES MADE THEREUNDER.

THIS ISSUE AND THE DISTRIBUTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL

BUYERS AS DEFINED UNDER THE SEBI ICDR REGULATIONS (“QIBs”) WHO IS AN IDENTIFID PERSON (DEFINED LATER) IN RELIANCE UPON

CHAPTER VIII OF THE SEBI ICDR REGULATIONS AND SECTION 42 OF THE COMPANIES ACT, 2013, READ WITH RULE 14 OF THE COMPANIES

(PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014. THIS PRELIMINARY PLACEMENT DOCUMENT IS PERSONAL TO EACH

PROSPECTIVE BUYER AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY

OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN TO QIBs. THIS PRELIMINARY PLACEMENT DOCUMENT

WILL BE CIRULATED ONLY TO SUCH QIBs WHOSE NAMES ARE RECORDED BY OUR COMPANY PRIOR TO MAKING AN INVITATION TO

SUBSCRIBE TO EQUITY SHARES.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DELIVER THIS PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2)

REPRODUCE THIS PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS

PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY

RESULT IN A VIOLATION OF THE SEBI ICDR REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

Invitations, offer and subscription of the Equity Shares shall only be made pursuant to this Preliminary Placement Document together with the Application Form, the

Confirmation of Allocation Note and the Placement Document. See the chapter titled “Issue Procedure” beginning on page 141. The distribution of this Preliminary Placement

Document or the disclosure of its contents without our Company’s prior consent to any person other than Qualified Institutional Buyers (as defined in the SEBI ICDR

Regulations) and persons retained by Qualified Institutional Buyers to advise them with respect to their purchase of the Equity Shares is unauthorized and prohibited. Each

prospective investor, by accepting delivery of this Preliminary Placement Document, agrees to observe the foregoing restrictions and not to make copies of this Preliminary

Placement Document or any documents referred to in this Preliminary Placement Document.

INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THIS ISSUE UNLESS

THEY ARE PREPARED TO RISK LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY

READ THE CHAPTER TITLED “RISK FACTORS” BEGINNING ON PAGE 29 BEFORE MAKING AN INVESTMENT DECISION IN THIS ISSUE. EACH

PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES TO IT OF AN INVESTMENT

IN THE EQUITY SHARES PROPOSED TO BE ISSUED PURSUANT TO THIS PRELIMINARY PLACEMENT DOCUMENT.

Our Company’s Equity Shares are listed on the BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”) (the BSE and the NSE collectively

the “Stock Exchanges”). The closing price of the outstanding Equity Shares on the BSE and the NSE on January 24, 2018 was ₹ 210.80 and ₹ 210.55 per Equity Share,

respectively. We have received in-principle approval under Regulation 28 of the SEBI Listing Regulations to list our Equity Shares from the BSE and the NSE on January 24,

2018. Applications will be made for the listing of the Equity Shares offered through this Preliminary Placement Document on the Stock Exchanges. The Stock Exchanges

assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trade on the Stock

Exchanges should not be taken as an indication of the merits of the business of our Company or the Equity Shares.

OUR COMPANY HAS PREPARED THIS PRELIMINARY PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION

WITH THE PROPOSED ISSUE.

A copy of this Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 (as defined hereinafter) has been delivered to the Stock Exchanges.

A copy of the Placement Document (which will include disclosures prescribed under Form PAS-4 (as defined hereinafter) will be filed with the Stock Exchanges. Our Company

shall also make the requisite filings with the Registrar of Companies, Mumbai (the “RoC”) and the Securities and Exchange Board of India (“SEBI”) within the stipulated

period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

This Preliminary Placement Document has not been reviewed by SEBI, the Reserve Bank of India (the “RBI”), the Stock Exchanges, the RoC or any other regulatory

or listing authority. The Equity Shares offered in this Issue have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy

of this Preliminary Placement Document. This Preliminary Placement Document has not been and will not be registered as a prospectus with any Registrar of

Companies in India, will not be circulated or distributed to the public in India or any other jurisdiction and will not constitute a public offer in India or any other

jurisdiction. This Preliminary Placement Document will be circulated or distributed to Qualified Institutional Buyers (as defined in the SEBI ICDR Regulations),

only and will not constitute an offer to any other class of investors in India or any other jurisdiction. The placement of Equity Shares proposed to be made pursuant

to this Preliminary Placement Document is meant solely for QIBs on a private placement basis and is not an offer to the public or to any other class of investors.

The information on our Company’s website or any website directly or indirectly linked to our Company’s website or the websites of the Book Running Lead Manager or its

affiliates does not form part of this Preliminary Placement Document and prospective investors should not rely on such information contained in, or available through, such

websites.

The Equity Shares being offered and sold in this Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), or

any state securities laws of the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity Shares are being offered

and sold outside the United States in “offshore transactions” (as defined under Regulation S under the U.S. Securities Act ("Regulation S")) in accordance with Regulation S

and the applicable laws of the jurisdictions where those offers and sales are made. For a description of these and certain further restrictions on offers, sales and transfers of the

Equity Shares and distribution of this Preliminary Placement Document, see “Notice to Investors”, “Distribution and Solicitation Restrictions” and “Transfer Restrictions”

beginning on pages 1, 153 and 159, respectively.

This Preliminary Placement Document is dated January 24, 2018.

SOLE BOOK RUNNING LEAD MANAGER

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TABLE OF CONTENTS

NOTICE TO INVESTORS .................................................................................................................................... 1

REPRESENTATIONS BY INVESTORS .............................................................................................................. 3

OFFSHORE DERIVATIVE INSTRUMENTS ...................................................................................................... 8

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ................................................................................. 9

ENFORCEMENT OF CIVIL LIABILITIES ....................................................................................................... 10

CERTAIN CONVENTIONS, CURRENCY PRESENTATION AND FINANCIAL DATA ................................ 11

INDUSTRY AND MARKET DATA .................................................................................................................... 12

FORWARD-LOOKING STATEMENTS ............................................................................................................ 13

EXCHANGE RATES ........................................................................................................................................... 15

DEFINITIONS AND ABBREVIATIONS ........................................................................................................... 16

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT,

2013 ...................................................................................................................................................................... 21

SUMMARY OF THE ISSUE ............................................................................................................................... 23

SUMMARY OF BUSINESS ................................................................................................................................ 25

SUMMARY OF FINANCIAL INFORMATION ................................................................................................ 26

RISK FACTORS .................................................................................................................................................. 29

MARKET PRICE INFORMATION .................................................................................................................... 52

USE OF PROCEEDS ........................................................................................................................................... 55

CAPITALIZATION STATEMENT..................................................................................................................... 56

CAPITAL STRUCTURE ..................................................................................................................................... 57

DIVIDEND POLICY ........................................................................................................................................... 59

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS ..................................................................................................................................................... 60

SUMMARY OF KEY DIFFERENCES BETWEEN INDIAN GAAP AND IND AS ........................................ 86

INDUSTRY .......................................................................................................................................................... 93

OUR BUSINESS ................................................................................................................................................ 102

REGULATIONS AND POLICIES .................................................................................................................... 122

BOARD OF DIRECTORS AND SENIOR MANAGEMENT .......................................................................... 130

PRINCIPAL SHAREHOLDERS ....................................................................................................................... 138

ISSUE PROCEDURE ........................................................................................................................................ 141

PLACEMENT .................................................................................................................................................... 152

DISTRIBUTION AND SOLICITATION RESTRICTIONS ............................................................................. 153

TRANSFER RESTRICTIONS ........................................................................................................................... 159

INDIAN SECURITIES MARKET ..................................................................................................................... 162

DESCRIPTION OF THE EQUITY SHARES ................................................................................................... 166

TAXATION ....................................................................................................................................................... 171

LEGAL PROCEEDINGS ................................................................................................................................... 177

INDEPENDENT ACCOUNTANTS .................................................................................................................. 192

GENERAL INFORMATION ............................................................................................................................. 193

FINANCIAL STATEMENTS ............................................................................................................................ 194

DECLARATION ................................................................................................................................................ 301

DECLARATION IN ACCORDANCE WITH FORM PAS - 4 ......................................................................... 302

1

NOTICE TO INVESTORS

Our Company has furnished and accepts full responsibility for all of the information contained in this Preliminary

Placement Document and to the best of its knowledge and belief, having made all reasonable enquiries, we confirm

that this Preliminary Placement Document contains all information with respect to our Company, its Subsidiary

and the Equity Shares, which is material in the context of this Issue. The statements contained in this Preliminary

Placement Document relating to our Company, its Subsidiary and the Equity Shares are, in all material respects,

true and accurate and not misleading. The opinions and intentions expressed in this Preliminary Placement

Document with regard to our Company, its Subsidiary and the Equity Shares are honestly held, have been reached

after considering all relevant circumstances, are based on information presently available to us, and on reasonable

assumptions. There are no other facts in relation to our Company, its Subsidiary and the Equity Shares, the

omission of which would, in the context of this Issue, make any statement in this Preliminary Placement Document

misleading in any material respect. Further, all reasonable enquiries have been made by our Company to ascertain

such facts and to verify the accuracy of all such information and statements.

The Book Running Lead Manager ("BRLM") has made reasonable inquiries but has not separately verified all

the information contained in this Preliminary Placement Document (financial, legal or otherwise). Accordingly,

neither the BRLM nor any of its shareholders, employees, legal counsels, officers, directors, representatives,

agents or affiliates makes any express or implied representation, warranty or undertaking, and no responsibility

or liability is accepted by the BRLM, or by any of its shareholders, employees, legal counsels, officers, directors,

representatives, agents or affiliates as to the accuracy or completeness of the information contained in this

Preliminary Placement Document or any other information supplied in connection with the issue of the Equity

Shares or their distribution. Each person receiving this Preliminary Placement Document acknowledges that such

person has neither relied on the BRLM nor on any of its shareholders, employees, legal counsels, officers,

directors, representatives, agents or affiliates or on any person affiliated with the BRLM in connection with its

investigation of the accuracy of such information, representation or its investment decision, and each such person

must rely on its own examination of our Company, its Subsidiary and the merits and risks involved in investing

in the Equity Shares issued pursuant to the Issue.

No person is authorized to give any information or to make any representation not contained in this Preliminary

Placement Document and any information or representation not so contained must not be relied upon as having

been authorized by or on behalf of our Company or the BRLM. The delivery of this Preliminary Placement

Document at any time does not imply that the information contained in it is correct as of any time subsequent to

its date.

The distribution of this Preliminary Placement Document or the disclosure of its contents without the prior consent

of our Company to any person, other than QIBs specified by the Book Running Lead Manager or its

representatives, and those retained by such QIBs to advise them with respect to their purchase of the Equity Shares

is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Preliminary Placement

Document, agrees to observe the foregoing restrictions and to make no copies of this Preliminary Placement

Document or any documents referred to in this Preliminary Placement Document.

The Equity Shares to be issued pursuant to the Issue have not been approved, disapproved or recommended

by any regulatory authority in any jurisdiction including the U.S. Securities and Exchange Commission,

any other federal or state authorities in the United States the securities authorities of any non-United States

jurisdiction or any other United States or non-United States regulatory authority. No authority has passed

on or endorsed the merits of the Issue or the accuracy or adequacy of this Preliminary Placement

Document. Any representation to the contrary may be a criminal offence in the United States and may be

a criminal offence in other jurisdictions.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other

jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any

jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The Equity Shares have not been and will not be registered under the U.S. Securities Act, or any state

securities laws of the United States and unless so registered may not be offered, sold or delivered within the

United States except pursuant to an exemption from, or in a transaction not subject to, the registration

requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity

Shares are only being offered and sold outside the United States in offshore transactions in reliance on

Regulation S and the applicable laws of the jurisdictions where those offers and sales are made. For a

2

description of these and certain further restrictions on offers, sales and transfers of the Equity Shares and

distribution of this Preliminary Placement Document, see “Distribution and Solicitation Restrictions” and

“Transfer Restrictions” beginning on pages 153 and 159, respectively.

This Preliminary Placement Document does not constitute, and may not be used for or in connection with, an offer

or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person

to whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by our Company

and the BRLM which would permit an offering of the Equity Shares or distribution of this Preliminary Placement

Document in any country or jurisdiction, other than India, where action for that purpose is required. Accordingly,

the Equity Shares in this Issue may not be offered or sold, directly or indirectly, and neither this Preliminary

Placement Document nor any other Issue related materials in connection with the Equity Shares, may be

distributed or published in or from any country or jurisdiction, except under circumstances that will result in

compliance with any applicable rules and regulations of any such country or jurisdiction. The Equity Shares are

being offered and sold outside India only in accordance with the restrictions described under the sections titled

“Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 153 and 159,

respectively.

The information contained in this Preliminary Placement Document has been provided by our Company and other

sources identified herein. Distribution of this Preliminary Placement Document to any person other than the

investors specified by the BRLM or its representatives, and those persons, if any, retained to advise such investor

with respect thereto, is unauthorised, and any disclosure of its contents, without prior written consent of our

Company, is prohibited. Any reproduction or distribution of this Preliminary Placement Document, in whole or

in part, and any disclosure of its contents to any other person is prohibited. The distribution of this Preliminary

Placement Document and the issue of the Equity Shares in certain jurisdictions may be restricted by law.

Any reproduction or distribution of this Preliminary Placement Document in the United States, in whole or in

part, and any disclosure of its contents to any other person is prohibited.

In making an investment decision, prospective investors must rely on their own examination of our Company, its

Subsidiary and the terms of this Issue, including the merits and risk involved. Investors should not construe the

contents of this Preliminary Placement Document as business, investment, legal, tax, accounting or investment

advice. Investors should consult their own counsel and advisors as to business, legal, tax, accounting and related

matters concerning this Issue. In addition, neither our Company nor the BRLM is making any representation to

any investor, purchaser, offeree or subscriber of such Equity Shares pursuant to this Issue, regarding the legality

of an investment in the Equity Shares in this Issue by such investor, purchaser, offeree or subscriber under

applicable legal, investment or similar laws or regulations. Each such investor, subscriber, offeree or purchaser of

the Equity Shares in this Issue is deemed to have acknowledged, represented and agreed that they are eligible to

invest in India and in our Company under Indian law, including Chapter VIII of the SEBI ICDR Regulations and

Section 42 of the Companies Act, 2013, and that it is not prohibited by SEBI or any other statutory, regulatory or

judicial authority in India or any other jurisdiction from buying, selling or dealing in the securities or otherwise

accessing the capital markets in India including the Equity Shares. Each subscriber of the Equity Shares in this

Issue also acknowledges that it has been afforded an opportunity to request from our Company and review

information relating to our Company and the Equity Shares.

This Preliminary Placement Document contains summaries of certain terms of certain documents, which

summaries are qualified in their entirety by the terms and conditions of such documents. All references herein to

“you” or “your” is to the prospective investors of the Issue.

The information on our Company's website, www.itdcem.co.in, or any website directly or indirectly linked to our

Company's website or the website of the BRLM or its affiliates does not constitute or form part of this Preliminary

Placement Document. Prospective investors should not rely on such information contained in, or available

through, such websites.

3

REPRESENTATIONS BY INVESTORS

References herein to "you" or "your" in this section are to the prospective investors in this Issue. By bidding for

and/or subscribing to any Equity Shares under this Issue, you are deemed to have represented, warranted and

acknowledged to our Company and the BRLM, as follows:

You are a QIB as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations, and not excluded

pursuant to Regulation 86(1)(b) of the SEBI ICDR Regulations, having a valid and existing registration

under applicable laws and regulations of India, and undertake to acquire, hold, manage or dispose of any

Equity Shares that are allocated to you for the purposes of your business in accordance with Chapter VIII

of the SEBI ICDR Regulations, the Companies Act and all other applicable laws, including reporting

obligations;

You are authorized to consummate the subscription of the Equity Shares in this Issue in compliance with

all applicable laws and regulations;

You are eligible to invest in India under the applicable law, including the Foreign Exchange Management

(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (“FEMA 20”) and

any notifications, circulars or clarifications issued thereunder, and have not been prohibited by SEBI or

any other regulatory authority, statutory authority or otherwise, from buying, selling or dealing in

securities;

If you are not a resident of India, but a QIB or you are an Eligible FPI (as defined hereinafter) or an FII

(including a sub-account other than a sub-account which is a foreign corporate or a foreign individual)

or an FVCI, in each case having a valid and existing registration with the SEBI under the applicable laws

in India or a multilateral or bilateral development financial institution, and are eligible to invest in India

under applicable law, including the Foreign Exchange Management (Transfer or Issue of Security by a

Person Resident Outside India) Regulations, 2000, as amended, and any notifications, circulars or

clarifications issued thereunder, and have not been prohibited by the SEBI or any other regulatory

authority, from buying, selling or dealing in securities;

You will make all necessary filings with appropriate regulatory authorities, including RBI, as required

pursuant to applicable laws;

If you are allotted Equity Shares pursuant to this Issue, you shall not, for a period of one year from the

date of Allotment, sell the Equity Shares so acquired, except on the floor of the Stock Exchanges, see the

chapter titled “Transfer Restrictions” beginning on page 159;

You have made, or been deemed to have made, as applicable, the representations set forth under the

chapters titled “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on

pages 153and 159, respectively;

You are aware that the Equity Shares have not been, and will not be, registered through a prospectus with

ROC, under the Companies Act (as defined hereunder), the SEBI ICDR Regulations or under any other

law in force in India. This Preliminary Placement Document has not been verified or affirmed by the

SEBI, RBI, the Stock Exchanges, RoC or any other regulatory or listing authority and is intended only

for use by QIBs. This Preliminary Placement Document has been filed with the Stock Exchanges and

will be displayed on the websites of our Company and the Stock Exchanges. Our Company shall make

the requisite filings with the RoC and the SEBI within the stipulated period as required under the

Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014;

You are aware that additional requirements would be applicable if you are in jurisdictions other than

India, as set forth under sections “Distribution and Solicitation Restrictions” and “Transfer Restrictions”

of Preliminary Placement Document and you are entitled to acquire the Equity Shares under the laws of

all relevant jurisdictions and that you have all necessary capacity and have obtained all necessary

consents and authorities to enable you to commit to your participation in this Issue and to perform your

obligations in relation thereto (including, without limitation, in the case of any person on whose behalf

you are acting, all necessary consents and authorities to agree to the terms set out or referred to in this

Preliminary Placement Document) and will honour such obligations;

4

You confirm that, either: (i) you have not participated in or attended any investor meetings or

presentations by our Company or our agents ("Company Presentations") with regard to our Company

or the Issue; or (ii) if you have participated in or attended any Company Presentations: (a) you understand

and acknowledge that the BRLM may not have knowledge of the statements that our Company or our

agents may have made at such Company Presentations and are therefore unable to determine whether the

information provided to you at such Company Presentations may have included any material

misstatements or omissions and accordingly you acknowledge that the BRLM has advised you not to

rely in any way on any information that was provided to you at such Company Presentations, and (b)

confirm that, to the best of your knowledge, you have not been provided any material information that

was not publicly available;

Neither our Company nor the BRLM or their respective shareholders, directors, officers, employees,

counsel, representatives, agents or affiliates are making any recommendation to you or advising you

regarding the suitability of any transactions that you may enter into in connection with the Issue. Your

participation in this Issue is on the basis that you are not and will not be a client of the BRLM. Neither

the BRLM nor any of their shareholders, directors, officers, employees, counsel, representatives, agents

or affiliates do not have any duty or responsibility to you for providing the protection afforded to its

clients or customers or for providing advice in relation to the Issue and is in no way acting in a fiduciary

capacity;

You are aware and understand that the Equity Shares are being offered only to QIBs and are not being

offered to the general public. Further, you are aware and understand that the allotment of the Equity

Shares shall be on a discretionary basis at the discretion of our Company in consultation with the BRLM;

You have made, or been deemed to have made, as applicable, the representations set forth under

"Distribution and Solicitation Restrictions" and "Transfer Restrictions" beginning on pages 153and

159,respectively;

You have been provided a serially numbered copy of this Preliminary Placement Document and have

read this Preliminary Placement Document in its entirety; including, in particular, the chapter titled "Risk

Factors" beginning on page 29;

That in making your investment decision, (i) you have relied on your own examination of our Company,

its Subsidiary and the terms of this Issue, including the merits and risks involved, (ii) you have made and

will continue to make your own assessment of our Company, its Subsidiary, the Equity Shares and the

terms of this Issue, (iii) you have relied upon your own investigations and resources in deciding to invest

in the Equity Shares, (iv) you have consulted with your own independent counsel and advisors or

otherwise have satisfied yourself concerning, without limitation, the effects of local laws, including any

applicable securities law and (v) you have relied solely on the information contained in this Preliminary

Placement Document and no other disclosure or representation by our Company or any other party and

(vi) you have received all information that you believe is necessary or appropriate or relevant in order to

make an informed investment decision in respect of our Company and the Equity Shares;

You are aware that the pre-issue and post-issue shareholding pattern of our Company will be filed by our

Company with the Stock Exchanges, and if you are Allotted more than 5% of the Equity Shares in the

Issue, our Company shall be required to disclose your name and the number of the Equity Shares allotted

to you to the Stock Exchanges and the Stock Exchanges will make the same available on their websites

and by subscribing to this Issue, you consent to such disclosures; also, if you are a top ten shareholder in

our Company, our Company will be required to make a filing with the RoC within 15 days of the change,

as per provisions of Section 93 of the Companies Act, 2013;

Neither the BRLM nor any its shareholders, directors, officers, employees, counsel, representatives,

agents or affiliates, have provided you with any tax advice or otherwise made any representations

regarding the tax consequences of the Equity Shares (including but not limited to this Issue and the use

of the proceeds from the Equity Shares). You will obtain your own independent tax advice from a

reputable service provider and will not rely on the BRLM or any of its shareholders, directors, officers,

employees, counsel, representatives, agents or affiliates when evaluating the tax consequences in relation

to the Equity Shares (including but not limited to this Issue and the use of the proceeds from the Equity

Shares). You waive, and agree not to assert, any claim against our Company, the BRLM, or any of their

shareholders, directors, officers, employees, counsel, representatives, agents or affiliates with respect to

5

the tax aspects of the Equity Shares or as a result of any tax audits by tax authorities, wherever situated;

If you are acquiring the Equity Shares to be issued pursuant to this Issue, for one or more managed

accounts, you represent and warrant that you are authorised in writing by each such managed account to

subscribe to the Equity Shares for each managed account and to make (and you hereby make) the

representations, warranties, acknowledgements and agreements herein for and on behalf of each such

account, reading the reference to "you" to include such accounts;

You are not a promoter of our Company, as defined under Section 2(69) of the Companies Act, 2013 and

the SEBI ICDR Regulations, and are not a person related to the Promoter or to group companies of the

Promoter, either directly or indirectly and your Bid does not directly or indirectly represent the Promoter

or Promoter Group or persons related to the Promoter of our Company or to group companies of the

Promoter of our Company;

You have no rights under any shareholders' agreement or voting agreement with the Promoter or persons

related to the Promoter, no veto rights or right to appoint any nominee director on the Board of Directors

of our Company other than such rights acquired in the capacity of a lender not holding any Equity Shares

of our Company, which shall not be deemed to be a person related to the Promoter;

You have no right to withdraw your Bid after the Bid/Issue Closing Date (as defined hereinafter);

You are eligible, including without any limitation under any applicable law or regulation, to apply for

and hold the Equity Shares allotted to you together with any Equity Shares held by you prior to this Issue.

You further confirm that your aggregate holding upon such issue of the Equity Shares shall not exceed

the level permissible, as per any applicable law or regulation;

The Bids submitted by you would not eventually result in triggering a tender offer under the Securities

and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as

amended (the "Takeover Code");

To the best of your knowledge and belief, together with other QIBs in the Issue that belong to the same

group or are under common control as you, the allotment under the present Issue shall not exceed 50%

of the Issue. For the purposes of this representation: (a) the expression 'belong to the same group' shall

derive meaning from the concept of 'companies under the same group' as provided in sub-section (11) of

Section 372 of the Companies Act, 1956 (the "Companies Act"); and (b) "control" shall have the same

meaning as is assigned to it by Regulation 2(1)(e) of the Takeover Code;

You are aware that in-principle approvals for listing and admission of the Equity Shares under Regulation

28 of the SEBI Listing Regulations have been applied for with the Stock Exchanges and application for

final listing and trading approval shall be made only after allotment of Equity Shares. There can be no

assurance that such final approvals for listing and trading in the Equity Shares will be obtained in time,

or at all. Our Company shall not be responsible for any delay or non-receipt of such final approvals or

any loss arising from such delay or non-receipt;

You are aware and understand that the BRLM has entered into a Placement Agreement with our

Company whereby the BRLM has, subject to the satisfaction of certain conditions set out therein, agreed

to manage the Issue and use reasonable efforts to procure subscriptions for the Equity Shares on the terms

and conditions set forth therein;

That the contents of this Preliminary Placement Document are exclusively the responsibility of our

Company and that neither the BRLM nor any person acting on its behalf has, or shall have, any liability

for any information, representation or statement contained in this Preliminary Placement Document or

any information previously published by or on behalf of our Company and will not be liable for your

decision to participate in this Issue based on any information, representation or statement contained in

this Preliminary Placement Document or otherwise. By accepting a participation in this Issue, you agree

and confirm that you have neither received nor relied on any other information, representation, warranty

or statement made by or on behalf of the BRLM or our Company or any other person and, to the greatest

extent permitted by law, neither the BRLM nor our Company nor any other person will be liable for your

decision to participate in this Issue based on any other information, representation, warranty or statement

that you may have obtained or received, whether contained in this Preliminary Placement Document or

6

otherwise;

As stated in the preceding clause herein, the only information you are entitled to rely on, and on which

you have relied on, in committing yourself to acquire the Equity Shares is contained in this Preliminary

Placement Document, such information being all that you deem necessary to make an investment

decision in respect of the Equity Shares. You have neither received nor relied on any other information

given or representations, warranties or statements made by the BRLM (including any view, statement,

opinion or representation expressed in any research published or distributed by the BRLM or their

respective affiliates or any view, statement, opinion or representation expressed by any staff (including

research staff) of the BRLM or its affiliates) or our Company and the BRLM or any of their respective

shareholders, directors, officers, employees, counsels, advisors, representatives, agents or affiliates will

not be liable for your decision to accept an invitation to participate in this Issue based on any other

information, representation, warranty or statement;

You agree to indemnify, keep indemnified and hold our Company and the BRLM and their respective

officers, directors, affiliates, associates and representatives harmless from any and all costs, claims,

liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach

of the representations and warranties in this section and the chapters titled "Distribution and Solicitation

Restrictions" and "Transfer Restrictions" beginning on pages 153and 159, respectively. You agree that

the indemnity set forth in this paragraph shall survive the resale of the Equity Shares by or on behalf of

the managed accounts;

That our Company, the BRLM, and their respective affiliates and others will rely on the truth and

accuracy of the foregoing representations, warranties, acknowledgements and undertakings, which are

irrevocable;

You understand that the BRLM does not have any obligation to purchase or acquire all or any part of the

Equity Shares purchased by you in this Issue or to support any losses directly or indirectly sustained or

incurred by you for any reason whatsoever in connection with this Issue, including non-performance by

our Company of any of our respective obligations or any breach of any representations or warranties by

our Company, whether to you or otherwise;

That each of the representations, warranties and acknowledgements set out above shall continue to be

true and accurate at all times up to and including the allotment of the Equity Shares and the listing and

commencement of trading of Equity Shares, wherever the context may require.

You agree that any dispute arising in connection with this Issue will be governed by and construed in

accordance with the laws of India, and the courts in Mumbai, India shall have exclusive jurisdiction to

settle any disputes applicable which may arise out of or in connection with this Preliminary Placement

Document and the Placement Document;

You understand that the Equity Shares have not been and will not be registered under the U.S. Securities

Act or with any securities regulatory authority of any state of the United States, and accordingly, may

not be offered, sold or delivered within the United States, except pursuant to an exemption from, or in a

transaction not subject to, the registration requirements of the U.S. Securities Act, and that the Equity

Shares are only being offered and sold outside the United States in offshore transactions in reliance on

Regulation S of the U.S. Securities Act;

You are, at the time the Equity Shares are purchased, located outside the United States (within the

meaning of Regulation S), and you are not an affiliate of the Company or a person acting on behalf of

the Company or such an affiliate;

You are not acquiring or subscribing for the Equity Shares as a result of any directed selling efforts (as

defined in Regulation S) and you understand and agree that offers and sales are being made only outside

the United States in offshore transactions in reliance on Regulation S;

You have made, or been deemed to have made, as applicable, the representations, warranties,

acknowledgments and agreements set forth in this section and in “Distribution and Solicitation

Restrictions” and “Transfer Restrictions” on pages 153 and 159, respectively; and

7

You are purchasing the Equity Shares in an offshore transactions meeting the requirements of Rule 903

or 904 of Regulation S and you shall not offer, sell, pledge or otherwise transfer such Equity Shares

except in an offshore transaction complying with Regulation S or pursuant to any other available

exemption from registration under the U.S. Securities Act and in accordance with all applicable securities

laws of the states of the United States and any other jurisdiction, including India.

8

OFFSHORE DERIVATIVE INSTRUMENTS

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of

Regulation 22 of the SEBI FPI Regulations (as defined hereinafter), FPIs (which includes FIIs), other than

Category III Foreign Portfolio Investor (as defined hereinafter) and unregulated broad based funds, which are

classified as Category II foreign portfolio investor (as defined under the SEBI FPI Regulations) by virtue of their

investment manager being appropriately regulated, may issue, subscribe or otherwise deal in offshore derivative

instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is

issued overseas by an FPI against securities held by it that are listed or proposed to be listed on any recognised

stock exchange in India, as its underlying) (all such offshore derivative instruments are referred to herein as "P-

Notes") directly or indirectly, only in the event that (i) such offshore derivative instruments are issued only in

favour of those entities which are regulated by any appropriate foreign regulatory authorities in the countries of

their incorporation; and (ii) such offshore derivative instruments are issued after compliance with ‘know your

client’ norms. An FPI is also required to ensure that no issue or transfer of any offshore derivative instrument is

made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority.

P-Notes have not been and are not being offered or sold pursuant to this Preliminary Placement Document. Neither

this Preliminary Placement Document nor the Placement Document contains or will contain any information

concerning P-Notes, or the issuer(s) of any such P-Notes, including, without limitation, any information regarding

any risk factors relating thereto.

Any P-Notes that may be issued are not securities of our Company and do not constitute any obligations of, claims

on, or interests in our Company. Our Company has not participated in any offer of any P-Notes, or in the

establishment of the terms of any P-Notes, or in the preparation of any disclosure related to any P-Notes. Any P-

Notes that may be offered are issued by, and are solely the obligations of, third parties that are unrelated to our

Company. Our Company does not make any recommendation as to any investment in P-Notes and does not accept

any responsibility whatsoever in connection with any P-Notes.

Any P-Notes that may be issued are not securities of the BRLM and do not constitute any obligations of, or claims

on, the BRLM. Affiliates of the BRLM which are FPIs may purchase, to the extent permissible under law, the

Equity Shares in this Issue, and may issue P-Notes in respect thereof.

Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate

disclosure as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from the

issuer(s) of such P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any

P-Notes or any disclosure related thereto. Prospective investors are urged to consult with their own

financial, legal, accounting and tax advisors regarding any contemplated investment in P-Notes, including

whether P-Notes are issued in compliance with applicable laws and regulations.

9

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

As required, a copy of this Preliminary Placement Document has been submitted to each of the Stock Exchanges.

The Stock Exchanges do not in any manner:

(1) warrant, certify or endorse the correctness or completeness of any of the contents of this Preliminary

Placement Document;

(2) warrant that our Company's Equity Shares issued pursuant to this Issue will be listed or will continue to

be listed on the Stock Exchanges; or

(3) take any responsibility for the financial or other soundness of our Company, its Promoter, its management

or any scheme or project of our Company;

The filing of this Preliminary Placement Document should not for any reason be deemed or construed to mean

that this Preliminary Placement Document has been cleared or approved by the Stock Exchanges. Every person

who desires to apply for or otherwise acquires any Equity Shares of our Company pursuant to this Issue may do

so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against the Stock

Exchanges 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 for any

other reason whatsoever.

10

ENFORCEMENT OF CIVIL LIABILITIES

Our Company is a public limited company incorporated under the laws of India and its shares are listed on the

Stock Exchanges. The Board of Directors of our Company comprises eight (8) Directors out of which 3 are Indian

citizens, 4 are citizens of Thailand and 1 Director is a citizen of Sweden. Most of our senior managerial personnel

and executive officers of our Company are residents of India and a substantial portion of the assets of such persons

and of our Company are located in India. As a result, it may be difficult or may not be possible for investors to

effect service of process upon our Company or such persons outside India or to enforce judgments obtained against

such parties outside India.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code

of Civil Procedure, 1908 (the “Civil Code”) on a statutory basis. Section 13 of the Civil Code provides that a

foreign judgment shall be conclusive regarding any matter directly adjudicated upon between the same parties or

parties litigating under the same title, except:

(a) where the judgment has not been pronounced by a court of competent jurisdiction;

(b) where the judgment has not been given on the merits of the case;

(c) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of

international law or a refusal to recognize the law of India in cases to which such law is applicable;

(d) where the proceedings in which the judgment was obtained were opposed to natural justice;

(e) where the judgment has been obtained by fraud; or

(f) where the judgment sustains a claim founded on a breach of any law than in force in India.

Under the Civil Code, a court in India shall, upon the production of any document purporting to be a certified

copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction,

unless the contrary appears on record.

India is not a signatory to any international treaty in relation to the recognition or enforcement of foreign

judgments. However Section 44A of the Civil Code provides that where a foreign judgment has been rendered by

a superior court (within the meaning of such Section), in any country or territory outside India which the

Government has by notification declared to be a reciprocating territory, it may be enforced in India by proceedings

in execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the

Civil Code is applicable only to monetary decrees not being of the same nature as amounts payable in respect of

taxes, other charges of a like nature or of a fine or other penalties and does not include arbitration awards.

A few countries like the United Kingdom of Great Britain and Northern Ireland, Republic of Singapore and Hong

Kong, amongst others, have been declared by the Central Government to be reciprocating territories for the

purposes of Section 44A and do not include arbitration awards.

A judgment of a court in a country which is not a reciprocating territory may be enforced only by a suit upon the

judgment and not by proceedings in execution. Such a suit must be filed in India within three years from the date

of the foreign judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely

that a court in India would award damages on the same basis as a foreign court if an action was brought in India.

Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court were of the view that

the amount of damages awarded was excessive or inconsistent with the public policy of India. Further, any

judgment or award for payment of amounts denominated in a foreign currency would be converted into Rupees

on the date of such judgment or award and not on the date of payment. A party seeking to enforce a foreign

judgment in India must obtain approval from the RBI to execute such a judgment or to repatriate outside India

any amount recovered, and we cannot assure that such approval will be forthcoming within a reasonable period

of time, or at all, or that conditions of such approvals would be acceptable. It is unlikely that an Indian court would

enforce foreign judgments that would be contrary to or in violation of Indian law. We cannot assure you that

Indian courts and/or authorities would not take a longer amount of time to adjudicate and conclude similar

proceedings in their respective jurisdictions.

11

CERTAIN CONVENTIONS, CURRENCY PRESENTATION AND FINANCIAL DATA

Certain Conventions

In this Preliminary Placement Document, unless the context otherwise indicates or implies, references to ‘you’,

‘your’, ‘offeree’, ‘purchaser’, ‘subscriber’, ‘recipient’, ‘investors’, ‘prospective investors’, ‘QIBs’ and ‘potential

investor’ are to the prospective investors of the Equity Shares to be issued pursuant to the Issue. References to the

‘Company’, or ‘Issuer’ ‘our Company’ are to ITD Cementation India Limited, and references to ‘we’, ‘our’ or

‘us’ are to ITD Cementation India Limited and its Subsidiaries. All references in this Preliminary Placement

Document to “India” are to the Republic of India, to the “Government” or the “Central Government” are to the

Government of India and to any “State Government” are to the relevant state government in India. All references

herein to the “U.S.” or the “United States” are to the United States of America and its territories and possessions.

Currency Presentation

In this Preliminary Placement Document, all references to "Rupees", "₹", “Re.” and "Rs." are to the currency of

India. All references to "U.S. dollars", "dollars", "$", "USD" and "US$" are to the currency of the United States

of America. All references to IDR are to the currency of Indonesia. References to the words "Lakh" or "Lacs"

mean "100 thousand", the word "million" means "10 lacs", the word “crore” means “10 million” and the word

"billion" means "1,000 million".

Financial Data

Unless stated otherwise, the financial data in this Preliminary Placement Document is derived from our

consolidated financial statements. Our fiscal year commences on January 1 of each year and ends on December

31 of the same year, so all references to a particular “fiscal year” or “Fiscal” are to the 12 month period ended on

December 31 of that year. Our audited consolidated financial statements for the financial years December 2016,

December 2015 and December 2014 (the “Audited Consolidated Financial Statements”) have been prepared

by our Company in accordance with Indian GAAP. Our Company has adopted Ind AS prescribed under section

133 of the Companies Act, 2013 for the quarters ended 31 March 2017, 30 June 2017 and 30 September 2017;

and the year to date results for the periods 1 January 2017 to 30 June 2017 and 1 January 2017 to 30 September

2017 (the “Unaudited Consolidated Financial Results”) that appear in this Preliminary Placement Document

have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013.

Accordingly, the degree to which the Audited Consolidated Financial Statements included in this Preliminary

Placement Document will provide meaningful information is entirely dependent on the reader’s level of familiarity

with the respective accounting practices.

Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in

this Preliminary Placement Document should accordingly be limited. For details of key differences between

Indian GAAP and Ind AS, see “Summary of Key Differences between Indian GAAP and Ind AS” beginning on

page 86.

In this Preliminary Placement Document, certain monetary amounts have been subject to rounding adjustments;

accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which

precede them.

12

INDUSTRY AND MARKET DATA

Information regarding markets, market size, market share, market position, growth rates and other industry data

pertaining to our Company's business contained in this Preliminary Placement Document consists of

estimates/forecasts based on data reports compiled by professional organisations and analysts, on data from

recognized industry sources, other external sources, and on our Company's knowledge of the markets in which

our Company operates. The statistical information included in this Preliminary Placement Document has been

reproduced from various trade, industry and Government publications and websites. Our Company confirms that

such information and data has been accurately reproduced, and that as far as we are aware and are able to ascertain

from information published by third parties, no facts have been omitted that would render the reproduced

information inaccurate or misleading.

This data is subject to change and cannot be verified with complete certainty due to limits on the availability and

reliability of the raw data and other limitations and uncertainties inherent in any statistical survey. In many cases,

there is no readily available external information (whether from trade or industry associations, Government bodies

or other organisations) to validate market related analysis and estimates, so our Company have relied on internally

developed estimates.

None of our Company, the BRLM or any of their affiliates and advisors or any other person connected with the

Issue has independently verified this information and neither our Company nor the BRLM make any

representation regarding the accuracy or completeness of such data. Industry sources and publications generally

state that the information contained therein has been obtained from sources believed to be reliable, but 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. Industry sources and publications are

also prepared based on information as of specific dates and may no longer be current or reflect current trends.

Accordingly, the BRLM and we do not take any responsibility for the data, projections, forecasts, conclusions or

any other information contained in this section. Certain information contained herein pertaining to prior years is

presented in the form of estimates as they appear in the respective reports/ source documents. The actual data for

those years may vary significantly and materially from the estimates so contained. Similarly, while our Company

believes its internal estimates to be reasonable, such estimates have not been verified by any independent source

and our Company cannot assure potential investors as to their accuracy.

The extent to which the market and industry data used in this Preliminary Placement Document is meaningful

depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.

13

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Preliminary Placement Document that are not statements of historical facts

constitute ‘forward-looking statements’. These statements express views of the management of our Company and

expectations based upon certain assumptions regarding trends in the Indian and international financial markets

and regional economies, the political climate in which our Company operates and other factors. Prospective

investors can identify forward-looking statements by the use of forward-looking terminology, including the words

“aim”, “anticipate”, “believes”, “continue”, “can”, "could", "estimates", "expects", "intends", "may", "will",

"plans", "objective", "potential", "project", "pursue", "shall", "will likely result", "will continue", "will achieve",

"is likely" or "should" or, in each case, their negative or other variations or comparable terminology or by

discussions of strategies, plans, objectives, goals, future events or intentions. All statements regarding our

Company's expected financial condition and results of operations, business plans projects under execution, orders-

in-hand and prospects are forward-looking statements. These forward-looking statements include statements as to

our Company's business strategy, revenue and profitability and other matters discussed in this Preliminary

Placement Document regarding matters that are not historical facts. They appear in a number of places throughout

this Preliminary Placement Document and include statements regarding the intentions, beliefs or current

expectations of our Company concerning, among other things, the results of operations, financial condition,

liquidity, prospects, growth, strategies and dividend policy of our Company and the industry in which we operate.

By their nature, forward-looking statements contained in this Preliminary Placement Document (whether made

by our Company or any third party) are predictions and involve known and unknown risks and uncertainties

because they relate to events, and depend on circumstances, and assumptions and other factors that may cause the

actual results, performance or achievements of our Company to be materially different from any future results,

performance or achievements expressed or implied by such forward-looking statements or other projections.

Forward-looking statements are not guarantees of future performance. Our Company's actual results of operations,

financial condition, liquidity, dividend policy and the development of the industry in which we operate may differ

materially from the impression created by the forward-looking statements contained in this Preliminary Placement

Document. In addition, even if the results of operations, financial condition, liquidity and dividend policy of our

Company and the development of the industry in which we operate are consistent with the forward-looking

statements contained in this Preliminary Placement Document, those results or developments may not be

indicative of results or developments in subsequent periods.

Important factors that could cause actual results and property valuations to differ materially from our expectations

include, but are not limited to, the following:

the growth of the infrastructure sector and the availability of infrastructure financing in India;

the extent to which our projects qualify for percentage of completion revenue recognition;

our ability to manage our growth effectively;

costs and availability of equipment and materials;

cost overruns, delays and disruptions in completion of projects;

outcome of legal or regulatory proceedings to which we, are a party to or might become involved in;

changes in government policies, laws and regulations that apply to our customers, infrastructure and

increasing competition in and the conditions of our customers, infrastructure and construction industry;

changes in political and social conditions in India;

our ability to compete effectively, particularly in new markets and business lines;

potential mergers, acquisitions or restructurings;

changes in the foreign exchange control regulations in India

other factors discussed in this Preliminary Placement Document, including "Risk Factors" on page 29and

general economic, political, social and business conditions in India.

Additional factors that could cause actual results, performance or achievements to differ materially include, but

are not limited to, those discussed under “Risk Factors”, “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” and “Our Business” beginning on pages 29,60and 102respectively. These

forward-looking statements speak only as of the date of this Preliminary Placement Document. Our Company and

the BRLM expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any

forward-looking statement contained herein to reflect any changes in our Company's expectations with regard

thereto or any change in events, conditions or circumstances on which any such statements are based.

The forward-looking statements contained in this Preliminary Placement Document are based on the beliefs of

the management of our Company, as well as the assumptions made by, and information currently available to, the

14

management of our Company. Although our Company believes that the expectations reflected in such forward-

looking statements are reasonable at this time, we cannot assure investors that such expectations will prove to be

correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking

statements. In any event, these statements speak only as of the date of this Preliminary Placement Document or

the respective dates indicated in this Preliminary Placement Document and our Company undertakes no obligation

to update or revise any of them, whether as a result of new information, future events, changes in assumptions or

changes in factors affecting these forward looking statements or otherwise. If any of these risks and uncertainties

materialise, or if any of our Company's underlying assumptions prove to be incorrect, our Company's actual results

of operations or financial condition could differ materially from that described herein as anticipated, believed,

estimated or expected. All subsequent written and other forward-looking statements attributable to our Company

in this Preliminary Placement Document are expressly qualified in their entirety by reference to these cautionary

statements.

15

EXCHANGE RATES

Fluctuations in the exchange rate between the Rupee and foreign currencies will affect the foreign currency

equivalent of the Rupee price of the Equity Shares on the Stock Exchanges. These fluctuations will also affect the

conversion into foreign currencies of any cash dividends paid in Rupees on the Equity Shares.

The following table sets forth information with respect to the exchange rates between the Rupee and the U.S.

dollar (in ₹ per US$ 1.00), for the periods indicated. The exchange rates are based on the reference rates released

by the RBI, which are available on the website of the RBI. No representation is made that any Rupee amounts

could have been, or could be, converted into U.S. dollars at any particular rate, the rates stated below, or at all.

(₹ per US$1.00)

Period End Average(1) High(2) Low(3)

Fiscal Year Ended:

December 31, 2017 63.93 65.12 68.23 63.63

December 31, 2016 67.95 67.213 68.78 66.18

December 31, 2015 66.33 64.15 67.04 61.41

Quarter Ended:

December 31, 2017 63.93 64.74 65.55 63.93

September 30, 2017 65.36 64.29 65.76 63.63

June 30, 2017 64.74 64.46 65.04 64.00

Month ended:

December 31, 2017 63.93 64.24 64.54 63.93

November 30, 2017 64.43 64.86 65.52 64.41

October 31, 2017 64.77 65.08 65.55 64.76

September 30, 2017 65.36 64.44 65.76 63.87

August 31, 2017 64.02 63.97 64.24 63.63

July 31, 2017 64.08 64.46 64.81 64.08

Source: www.rbi.org.in

(1) Represents the average of the official rate for each working day of the relevant period;

(2) Maximum of the official rate for each working day of the relevant period;

(3) Minimum of the official rate for each working day of the relevant period.

Note: In case of holidays, the exchange rate on the last traded day of the month has been considered as the rate

for the period end

On January 19, 2018 the exchange rate (the RBI reference rate) was ₹ 63.72 to US$ 1.00.

No representation is made that the Rupee amounts actually represent such amounts in U.S. dollars or could have

been or could be converted into U.S. dollars at the rates indicated, any other rates, or at all.

16

DEFINITIONS AND ABBREVIATIONS

Unless otherwise defined or the context otherwise indicates or requires, certain capitalized terms used in this

Preliminary Placement Document have the meanings set forth below. References to any legislation, act or

regulation shall, unless the context otherwise requires, be to such legislation, act or regulation as amended as on

the date of this Preliminary Placement Document:

Term Description

ITD Cementation India Limited /

We / Us / Issuer /the Company /

our Company

Unless the context otherwise indicates or implies, refers to ITD

Cementation India Limited, a public limited company incorporated

under the Companies Act, 1956 and having its registered office at

National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile

Parle (East), Mumbai, Maharashtra, 400057

Articles / Articles of Association The articles of association of our Company, as amended from time to

time

Auditors Walker Chandiok & Co LLP (formerly Walker, Chandiok & Co),

Chartered Accountants, the statutory auditors of our Company.

Board of Directors / Board The Board of Directors of our Company or a duly constituted committee

thereof

Committee The Committee duly constituted by the Board of Directors

Corporate Office The corporate office of our Company located at National Plastic

Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East),

Mumbai, Maharashtra, 400057

Director(s) The Director(s) of our Company

Equity Shares / Shares The equity shares of our Company of face value of ₹ 1 each

Joint Venture(s) 1. ITD Cemindia JV where our Company’s share is 80%;;

2. ITD – ITD Cem JV where our Company’s share is 49%;

3. ITD – ITD Cem JV (Consortium of ITD – ITD Cementation)

where our Company’s share is 40%;

4. ITD Cem Maytas Consortium where our Company’s share is

95%;

5. CEC – ITD Cem – TPL JV where our Company’s share is 40%.

Memorandum / Memorandum of

Association

The memorandum of association of our Company, as amended from

time to time

Promoter Italian-Thai Development Public Company Limited, Thailand

Promoter Group Unless otherwise the context requires, the Promoter group of our

Company in accordance with the definition provided in Regulation

2(1)(zb) of the SEBI ICDR Regulations

QIP Committee The QIP committee of the Board of Directors described in the chapter

titled “Board of Directors and Senior Management” beginning on

page 130

Registered Office The registered office of our Company located at National Plastic

Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East),

Mumbai, Maharashtra, 400057

Registrar of Companies / RoC The Registrar of Companies, Mumbai

Subsidiary Subsidiary of the Company, as defined under section 2(87) of the

Companies Act, namely, i.e. ITD Cementation Projects India Limited

Issue related Terms

Term Description

Allocated or Allocation The allocation of Equity Shares following the determination of the Issue Price

to QIBs on the basis of Application Forms submitted by such QIBs, after

consulting with the BRLM and in compliance with Chapter VIII of the SEBI

ICDR Regulations

Allottee(s) Successful Bidders to whom Equity Shares are issued and allotted pursuant

to the Issue

Allot or Allotted or

Allotment

The issue and allotment of Equity Shares pursuant to this Issue

17

Term Description

Application or Bid Indication of interest from a QIB, including all revisions and modifications of

interest as provided by them, to subscribe for a specified number of Equity

Shares in this Issue on the terms set out in the Application Form to our

Company

Application Form or Bid

cum Application Form

The form, including all revisions and modifications thereto, pursuant to which

a QIB submits an Application

Bidder

Any prospective investor, being a QIB, who makes a Bid pursuant to the terms

of the Preliminary Placement Document and the Application Form

Bidding / Issue Period The period between the Bid/Issue Opening Date and Bid/Issue Closing Date,

inclusive of both dates, during which prospective Bidders can submit Bids

Book Running Lead

Manager/BRLM

ICICI Securities Limited

BSE BSE Limited

CDSL Central Depository Services (India) Limited

CAN or Confirmation of

Allocation Note

Note or advice or intimation to successful Bidders confirming Allocation of

Equity Shares to such successful Bidders after determination of the Issue

Price and requesting payment for the entire applicable Issue Price for all

Equity Shares Allocated to such successful Bidders

Closing Date On or about [●], 2018, the date on which the Allotment is expected to be made

Cut-off Price The price determined by our Company after consulting with the BRLM at or

above the Floor Price net of such discount as approved in accordance with

SEBI ICDR Regulations

Eligible FPIs FPIs that are eligible to participate in the Issue and does not include qualified

foreign investors and Category III Foreign Portfolio Investors (who are not

eligible to participate in the Issue)

Escrow Agreement The Escrow Agreement dated January 24, 2018 by and between our

Company, Escrow Bank and the BRLM in relation to the Issue

Escrow Bank Axis Bank Limited

Escrow Cash Account/

Escrow Account

The non-interest bearing, no-lien, escrow bank account without any cheque

or overdraft facilities opened by our Company with the Escrow Bank under

the arrangement between our Company and the Escrow Bank for receiving

the share application amount from the successful Bidders

Floor Price ₹ 213.20 per Equity Share, calculated in accordance with Regulation 85 of

the SEBI ICDR Regulations. Under the SEBI ICDR Regulations, the Issue

Price cannot be lower than the Floor Price subject to discount of not more

than 5% on the Floor Price which may be considered by our Company

Issue The offer, issue and allotment of [●] Equity Shares to QIBs, pursuant to

Chapter VIII of the SEBI ICDR Regulations and the provisions of Companies

Act, 2013 and Private Placement Provisions

Issue Closing Date or Bid

Closing Date

[●], 2018, the date on which our Company (or the BRLM on behalf of our

Company) shall cease to accept Application Forms

Issue Opening Date or Bid

Opening Date

January 24, 2018, the date on which our Company (or the BRLM on behalf

of our Company) shall commence acceptance of Application Forms

Issue Price The price per Equity Share of ₹[●]

Issue Size The issue of issuing [●] Equity Shares of face value of ₹1 each at a price of ₹

[●] per Equity Share aggregating ₹ [●] lakh.

NSDL The National Securities Depository Limited

NSE The National Stock Exchange of India Limited

Pay-in Date The last date specified in the CAN for payment of application monies by the

QIBs.

Placement Agreement The Placement Agreement dated January 24, 2018 entered between our

Company and the BRLM

Placement Document The placement document to be issued by our Company in accordance with

Chapter VIII of the SEBI ICDR Regulations and Section 42 of the Companies

Act, 2013 and the rules thereunder

Preliminary Placement

Document

The preliminary placement document issued in accordance with Chapter VIII

of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013

and the rules thereunder

18

Term Description

QIB or Qualified

Institutional Buyer

Any Qualified Institutional Buyer as defined under Regulation 2(1) (zd) of

Chapter VIII of the SEBI ICDR Regulations and the rules thereunder.

QIP Qualified Institutions Placement under Chapter VIII of the SEBI ICDR

Regulations

Regulation S Regulation S, as defined under the U.S. Securities Act

Relevant Date January 24, 2018 i.e. date of the meeting of the QIP Committee duly

authorised by the Board of Directors deciding to open the Issue

SCRA Securities Contracts (Regulation) Act, 1956 as amended from time to time

SCRR Securities Contracts (Regulation) Rules, 1957 as amended from time to time

SCR(SECC) Regulations Securities Contracts (Regulation) (Stock Exchanges and Clearing

Corporations) Regulations, 2012 as amended from time to time

SEBI The Securities and Exchange Board of India

SEBI Act The Securities and Exchange Board of India Act, 1992 as amended from time

to time

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2014 as amended from time to time

SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009, as amended from time to time

SEBI Listing Regulations SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015,

as amended from time to time

SEBI Prohibition of Insider

Trading Regulations

SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from

time to time

Stock Exchanges BSE and NSE

Systemically Important

NBFCs

Systemically Important NBFC as defined under Regulation 2(1)(zla) of the

SEBI ICDR Regulations

STT Securities Transaction Tax

Takeover Code Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers), 2011

U.S. Securities Act The United States Securities Act of 1933 as amended

Business and Industry Related Terms

Terms Description

BOQ Bill of Quantities

BMRCL Bangalore Metro Rail Corporation Limited

DNV Det Norske Veritas

EPC Engineering, procurement and construction

HVAC Heating, ventilation and air conditioning

IT Information Technology

ISO The International Organization of Standardization

MRTS Mass Rapid Transit System

Conventional and General Terms

Terms Description

AGM Annual General Meeting

AIF Alternate Investment Funds(as defined under the Securities and Exchange

Board of India (Alternative Investment Fund) Regulations, 2012) registered

with the SEBI under applicable laws in India

CAGR Compounded Annual Growth Rate

Chapter VIII Refers to Chapter VIII of the SEBI ICDR Regulations that deals with

Qualified Institutions Placement and as amended from time to time

Civil Code or Code The Code of Civil Procedure, 1908 of India, as amended from time to time

Companies Act Companies Act, 1956, as amended or the Companies Act, 2013, as amended

as applicable

Companies Act, 1956 Companies Act, 1956, as amended and the rules made thereunder (without

reference to the provisions thereof that have ceased to have effect upon

notification of the Notified Sections)

19

Terms Description

Companies Act, 2013 Companies Act, 2013, as amended and the rules made thereunder, to the extent

in force pursuant to notification of the Notified Sections

CSR Corporate Social Responsibility

Depositories Act The Depositories Act, 1996 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

Depository Participant A depository participant as defined under the Depositories Act

DIN Director Identification Number

EGM Extraordinary General Meeting

EOM Emphasis of Matters

FDI

Foreign Direct Investment in an Indian company, in accordance with

applicable law

FEMA

The Foreign Exchange Management Act, 1999 as amended from time to time

and the Regulations framed thereunder

FEMA Regulations The Foreign Exchange Management (Transfer or Issue of Security by a Person

Resident Outside India) Regulations, 2000 as amended from time to time

FII

Foreign Institutional Investor as defined under Section 2(1)(g) the SEBI FPI

Regulations, 2014, and registered as such with SEBI

FII Regulations

Securities and Exchange Board of India (Foreign Institutional Investors)

Regulations, 1995 as amended from time to time

Financial Year or Fiscal

Year or Fiscal or FY

A period of twelve months ending December 31 of that particular year apart

from in the Industry Section where it would mean a period of twelve months

ending March 31, unless otherwise stated

Form PAS-4 Form PAS-4 as prescribed under the Companies (Prospectus and Allotment

of Securities) Rules, 2014

FPI Foreign Portfolio Investors, as defined under Regulation 2(1)(h) of the

Securities And Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2014

FVCI Any foreign venture capital investor (as defined under the Securities and

Exchange Board of India (Foreign Venture Capital Investors) Regulations,

2000, as amended) registered with the SEBI under applicable laws in India

GAAP Generally Accepted Accounting Principles

GDP Gross Domestic Product

GoI or Government Government of India, unless otherwise specified

GST Goods and Services Tax

ICAI The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

Income Tax Act or IT Act The Income Tax Act, 1961 as amended from time to time

Ind AS Indian Accounting Standards

India The Republic of India

Indian GAAP Generally accepted accounting principles followed in India

KMP Key Managerial Personnel

Lakh/ Lac/Lacs One hundred thousand

LTCG Long Term Capital Gain

Minimum Wages Act Minimum Wages Act, 1948as amended from time to time

Mutual Fund

A mutual fund registered with SEBI under the Securities and Exchange Board

of India (Mutual Funds) Regulations, 1996 as amended from time to time

Non-Resident Indian(s) or

NRI

Non-Resident Indian as defined under FEMA

Notified Sections Sections of the Companies Act, 2013 that have been notified by the

Government of India

PAN Permanent Account Number

PAT Profit after tax

PBT Profit before tax

PPP Public Private Partnership

Portfolio Investment

Scheme/PIS

The portfolio investment scheme of RBI specified in Schedule 2 of the Foreign

Exchange Management (Transfer or Issue of Security by a Person Resident

Outside India) Regulations, 2000 as amended from time to time

20

Terms Description

Private Placement

Provisions

Section 42 of the Companies Act, 2013, read with Rule 14 of the Companies

(Prospectus and Allotment of Securities) Rules, 2014

₹ or Re. or Rs. or Rupees or

INR

Indian Rupee

RBI The Reserve Bank of India

STCG Short Term Capital Gain

State Any state in the Republic of India

State Government Government of a State

Takeover Code The Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011 as amended from time to time

UK United Kingdom of Great Britain and Northern Ireland

USA or U.S. United States of America

$ or U.S. dollar or USD or

US$

The currency of the United States

VCF A venture capital fund as defined under the erstwhile Securities and Exchange

Board of India (Venture Capital Funds) Regulations, 1996

21

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES

ACT, 2013

The table below sets out the disclosure requirements as provided in Form PAS-4 and the relevant pages in this

Preliminary Placement Document where these disclosures, to the extent applicable, have been provided.

Sr.

No.

Disclosure Requirements Relevant Page of

this Preliminary

Placement

Document

1. GENERAL INFORMATION

a. Name, address, website and other contact details of our Company indicating both

Registered Office and corporate office

Cover Page and

193

b. Date of incorporation of our Company 193

Business carried on by our Company and its subsidiary with the details of branches

or units, if any.

102

c. Brief particulars of the management of our Company. 130

d. Names, addresses, DIN and occupations of the Directors. 130

e. Management’s perception of risk factors 29

f. Details of default, if any, including therein the amount involved, duration of default

and present status, in repayment of:

i) Statutory dues; NIL

ii) Debentures and interest thereon; NIL

iii) Deposits and interest thereon; and NIL

iv) Loan from any bank or financial institution and interest thereon. NIL

g. Names, designation, address and phone number, email ID of the nodal/ compliance

officer of our Company, if any, for the private placement offer process.

367

2. PARTICULARS OF THE OFFER

a. Date of passing of board resolution. 193

b. Date of passing of resolution in the general meeting, authorising the offer of

securities.

193

c. Kinds of securities offered (i.e. whether share or debenture) and class of security. 23

d. Price at which the security is being offered including the premium, if any, along with

justification of the price.

23

e. Name and address of the valuer who performed valuation of the security offered. Not applicable

f. Amount which our Company intends to raise by way of securities. 55

g. Terms of raising of securities:

i) Duration, if applicable; Not Applicable

ii) Rate of dividend; Not Applicable

iii) Rate of interest; Not Applicable

iv) Mode of payment; and Not Applicable

v) Repayment. Not Applicable

h. Proposed time schedule for which the offer letter is valid. 17

i. Purposes and objects of the offer. 55

j. Contribution being made by the Promoter or directors either as part of the offer or

separately in furtherance of such objects.

55

k. Principle terms of assets charged as security, if applicable. Not Applicable

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC

i) Any financial or other material interest of the directors, Promoter or key managerial

personnel in the offer and the effect of such interest in so far as it is different from

the interests of other persons.

133 and 137

ii) Details of any litigation or legal action pending or taken by any Ministry or

Department of the Government or a statutory authority against any promoter of the

offeree company during the last three years immediately preceding the year of the

circulation of the offer letter and any direction issued by such Ministry or

Department or statutory authority upon conclusion of such litigation or legal action

shall be disclosed.

190

iii) Remuneration of Directors (during the current year and last three financial years). 133

iv) Related party transactions entered during the last three financial years immediately 83

22

Sr.

No.

Disclosure Requirements Relevant Page of

this Preliminary

Placement

Document

preceding the year of circulation of offer letter including with regard to loans made

or, guarantees given or securities provided.

v) Summary of reservations or qualifications or adverse remarks of auditors in the last

five financial years immediately preceding the year of circulation of offer letter and

of their impact on the financial statements and financial position of our Company

and the corrective steps taken and proposed to be taken by our Company for each of

the said reservations or qualifications or adverse remark.

73

vi) Details of any inquiry, inspections or investigations initiated or conducted under the

Companies Act or any previous company law in the last three years immediately

preceding the year of circulation of offer letter in the case of company and all of its

subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines

imposed, compounding of offences in the last three years immediately preceding the

year of the offer letter and if so, section-wise details thereof for our Company and

all of its subsidiaries.

190

vii) Details of acts of material frauds committed against our Company in the last three

years, if any, and if so, the action taken by our Company.

190

4. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of our Company in the following manner in a tabular form:

(i)

(a)

The authorised, issued, subscribed and paid up capital (number of securities,

description and aggregate nominal value);

57

(b) Size of the present offer; and 23

(c) Paid up capital: 57

(A) After the offer; and 57

(B) After conversion of convertible instruments (if applicable); Not Applicable

(d) Share premium account (before and after the offer). 57

(ii) The details of the existing share capital of the issuer company in a tabular form,

indicating therein with regard to each allotment, the date of allotment, the number

of shares allotted, the face value of the shares allotted, the price and the form of

consideration.

57

Provided that the issuer company shall also disclose the number and price at which

each of the allotments were made in the last one year preceding the date of the offer

letter separately indicating the allotments made for considerations other than cash

and the details of the consideration in each case.

58

b. Profits of our Company, before and after making provision for tax, for the three

financial years immediately preceding the date of circulation of offer letter.

25

c. Dividends declared by our Company in respect of the said three financial years;

interest coverage ratio for last three years (Cash profit after tax plus interest paid /

interest paid).

59

d. A summary of the financial position of our Company as in the three audited balance

sheets immediately preceding the date of circulation of offer letter.

25

e. Audited Cash Flow Statement for the three years immediately preceding the date of

circulation of offer letter.

72

f. Any change in accounting policies during the last three years and their effect on the

profits and the reserves of our Company.

83

5. A DECLARATION BY THE DIRECTORS THAT

a. Our Company has complied with the provisions of the Act and the rules made

thereunder.

302

b. The compliance with the Act and the rules does not imply that payment of dividend

or interest or repayment of debentures, if applicable, is guaranteed by the Central

Government.

c. The monies received under the offer shall be used only for the purposes and objects

indicated in the Offer letter.

23

SUMMARY OF THE ISSUE

The following is a general summary of the terms of the Issue. This summary should be read in conjunction with,

and is qualified in its entirety by, the more detailed information appearing elsewhere in this Preliminary

Placement Document, including under the chapters titled “Risk Factors”, “Use of Proceeds”, “Issue

Procedure”, “Placement” and “Description of the Equity Shares” beginning on pages 29,55,141,152 and 166.

Issuer ITD Cementation India Limited

Face value ₹ 1 per Equity Share

Issue Price per Equity Share [●]

Issue Size The issue of up to [●] Equity Shares of face value of ₹1 each at a price

of ₹ [●] per Equity Share including a premium of ₹ [●] per Equity Share

aggregating to ₹ [●] lakh.

A minimum of 10 % of the Issue Size i.e. [●] Equity Shares shall be

available for Allocation to Mutual Funds only, and [●] Equity Shares

shall be available for Allocation to all QIBs, including Mutual Funds. If

no Mutual Fund is agreeable to take up the minimum portion mentioned

above, such minimum portion or part thereof may be Allotted to other

eligible QIBs.

Date of Board Resolution

authorizing the Issue

September 21, 2017

Date of Shareholders’ Resolution

authorizing the Issue

December 12, 2017

Floor Price ₹ 213.20 per Equity Share, calculated in accordance with Regulation 85

of the SEBI ICDR Regulations subject to a discount of not more than

five per cent on the Floor Price in accordance with the approval of the

Equity Shareholders accorded on December 12, 2017 and Regulation

85(1) of the SEBI ICDR Regulations.

Equity Shares issued and

outstanding immediately prior to

the Issue

15,51,57,900 Equity Shares at a face value of ₹1per share.

Equity Shares issued and

outstanding immediately after

the Issue

[●] Equity Shares at a face value of ₹1 per share.

Eligible Investors QIBs as defined in regulation 2(1) (zd) of the SEBI ICDR Regulations

and Chapter VIII of the SEBI ICDR Regulations , who are outside of the

United States acquiring Equity Shares in an offshore transaction in

reliance on Regulation S, and to whom this Preliminary Placement

Document and the Application Form is delivered by the BRLM in

consultation with our Company, at their sole discretion and who are

eligible to bid and participate in this Issue and QIBs not excluded

pursuant to Regulation 86(1) (b) of the SEBI ICDR Regulations.

For further details, see the chapters titled “Issue Procedure” and

“Transfer Restrictions” beginning on pages 141 and 159, respectively.

Listing (i) Applications for approval, in terms of Regulation 28 (1) of the SEBI

Listing Regulations with the Stock Exchanges were made and (ii) the

application for final listing and trading approval, for listing and

admission of the Equity Shares and for trading on the Stock Exchange,

will be made only after Allotment of the Equity Shares in the Issue.

Issue Procedure The Issue is being made only to QIBs in reliance on Section 42 of the

Companies Act, 2013, read with Rule 14 of the Companies (Prospectus

and Allotment of Securities) Rules, 2014 and Chapter VIII of the SEBI

ICDR Regulations. For further details, see the chapter titled “Issue

Procedure” beginning on page 141.

Transferability Restrictions The Equity Shares being allotted pursuant to this Issue shall not be sold

for a period of one year from the date of Allotment, except if sold on the

floor of the Stock Exchange. For further details, see the chapter

“Transfer Restrictions” beginning on page 159.

24

Ranking The Equity Shares being issued pursuant to the Issue are subject to the

provisions of our Memorandum and Articles of Association and shall

rank pari passu in all respects with the existing Equity Shares, including

with respect to dividend rights. Shareholders will be entitled to dividends

and other corporate benefits, if any, declared by us after the Closing

Date, in compliance with the Companies Act, 2013. Shareholders may

attend and vote in shareholders’ meetings in accordance with the

provisions of the Companies Act, 2013. Please see the chapter titled

“Description of the Equity Shares” beginning on page 166.

Use of Proceeds The gross proceeds of the Issue are expected to be approximately ₹ [●]

lakh. The net proceeds from the Issue, after deducting fees, commissions

and expenses of the Issue, will be approximately ₹ [●] lakh. For further

details, please see the chapter titled “Use of Proceeds” beginning on

page 55.

Risk Factors For a discussion of certain risks in connection with an investment in the

Equity Shares, please see the chapter titled “Risk Factors” beginning on

page 29.

Closing Date The Allotment is expected to be made on or about [●] (the “Closing

Date”).

Pay-In date Last date specified in the CAN sent to the successful Bidders for

payment of application money

Security codes: ISIN:INE686A01026

BSE Scrip Code: 509496

NSE Symbol: ITDCEM

25

SUMMARY OF BUSINESS

We are one of the leading civil engineering, contracting and construction organizations providing integrated

design, engineering, procurement and construction services, for over eight decades, for infrastructure development

projects in India. Our current business covers major infrastructure areas including maritime structures, highways,

bridges and flyovers, urban infrastructure projects/mass rapid transit systems, specialist engineering works,

hydroelectric power projects, tunnels and dams, irrigation projects, industrial civil works, airports and civil works

of water and waste water projects.

Our focus areas, in relation to civil engineering, for providing design, engineering, procurement and construction

services under each segment are as follows:

Urban infrastructure/

MRTS Construction of civil and building structures for mass rapid transportation

systems (“MRTS”)

Construction of tunnels, underground railway stations and installation of

track;

Construction of integrated passenger terminals and allied services at

airports.

Maritime Structures Construction of jetties, dolphins and service platforms;

Construction of quay, berths on concrete and steel piles as well as solid

gravity type wharf structures;

Construction of ship lift, dry dock, wet basin (in complete marine

condition) and inclined berth;

Break water and piled approach trestles;

Steel pipes (vertical and raker), bored cast in-situ pile;

Undersea ground improvement;

Dredging and land reclamation;

Coastal erosion protection and rock bund.

Hydroelectric power

projects, tunnels, dams and

irrigation projects

Construction of concrete and masonry dams, micro tunnelling, earth fill

embankments, irrigation canal structures and hydro tunnels;

Construction of hydroelectric power stations.

Industrial structures and

buildings Construction of plant buildings for power, steel, refineries and fertilizer

sectors;

Civil works for water treatment and water intake systems;

Buildings for educational institutions, hospitals, shopping malls and IT

parks.

Specialist Engineering Foundation and specialist works including geotechnical investigations,

piling, diaphragm walling, sand wicks / band drains, vibro-floatation stone

columns / vibro compaction, drilling and grouting, rock / soil anchors,

colcrete, gunite / shotcrete, grouted mattress, repairs, tube heading and

box pushing.

Highways, bridges and

flyovers Construction of roads, bridges and flyovers.

Our segment wise revenue in the last 3 (three) Fiscal Years 2016, 2015 and 2014 is presented as under:

(` in lakh)

Name of the Division Fiscal Year 2016 Fiscal Year 2015 Fiscal Year 2014

Urban Infrastructure / MRTS 25,440 38,641 34,488

Maritime structures 1,72,302 1,47,400 53,020

Hydroelectric power projects, tunnels and

dams and irrigation projects

20,638 16,776 9,549

Industrial structures and buildings 22,283 25,375 8,389

Specialist Engineering 26,404 32,028 32,832

Highways, bridges and flyovers 41,790 46,650 32,964

26

SUMMARY OF FINANCIAL INFORMATION

The following selected information is extracted from and should be read in conjunction with our unaudited

financial statements for the quarters ended 31 March 2017, 30 June 2017 and 30 September 2017 and the year to

date results for the periods 1 January 2017 to 30 June 2017 and 1 January 2017 to 30 September 2017 in

accordance with Ind AS and our audited financial statements and notes thereto as at and for the twelve months

period ended December 31, 2016, December 31, 2015 and December 31, 2014 prepared in accordance with Indian

GAAP, each included elsewhere in this Preliminary Placement Document. You should refer to “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 60 for further

discussion and analysis of the financial statements of our Company. The financial information included in this

Preliminary Placement Document does not reflect our Company’s results of operations, financial position and

cash flows in the future and our Company’s past results are not a guarantee of its future operating performance.

SUMMARY OF CONSOLIDATED BALANCE SHEET

(₹ in lakh)

Particulars As at 31st

December

2016

As at 31st

December

2015

As at 31st

December

2014

EQUITY AND LIABILTIES

Shareholders’ Funds

Share capital 1,551.58 1,551.58 1,551.58

Reserves and surplus 53,520.39 49,269.85 55,230.22

55,071.97 50,821.43 56,781.80

Non-Current Liabilities

Long-term borrowings 4,062.13 1,178.81 4,038.61

Long-term provisions 902.13 694.56 563.24

4,964.49 1,873.37 4,601.85

Current Liabilities

Short-term borrowings 37,105.85 56,211.69 68,119.53

Trade Payables 41,719.51

- Total outstanding dues of Micro Enterprises

and Small Enterprises

758.85 - -

- Total outstanding dues of creditors other than

Micro Enterprises and Small Enterprises

63,208.08 75,429.28 -

Current maturity of long term borrowings 5131.01 2,684.22 -

Other current liabilities 46,996.70 55,837.61 47,150.32

Short-term provisions 2,544.04 1,621.57 1,110.97

1,55,744.53 1,91,784.37 1,58,100.33

Total 2,15,780.99 2,44,479.17 2,19,483.98

ASSESTS

Non-Current Assets

Fixed Assets

- Tangible assets 38,184.36 34,898.52 33,525.83

- Capital work-in-progress 560.20 267.22 328.36

Deferred tax assets (net) 2,756.42 4,423.39 1,485.13

Long term loans and advances 27,518.73 22,167.51 16,595.77

Long term Trade receivables 2,863.37 2,863.37 2,863.37

Other non-current assets - 23.79 27.54

71,883.08 64,643.80 54,826.00

Current Assets

Current Investments 0.26 0.26 0.26

Inventories 84,567.21 1,17,538.07 1,13,125.22

Trade receivables 26,482.29 30,917.17 41,285.81

Cash and bank balances 18,509.82 14,760.26 2,718.20

Short term loans and advances 14,298.79 16,500.51 7,512.74

Other current 39.54 119.10 15.75

1,43,897.91 1,79,835.37 1,64,657.98

Total 2,15,780.99 2,44,479.17 2,19,483.98

27

SUMMARY OF CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(₹ in lakh)

Particulars

Year

ended

December

31st 2016

Year

ended

December

31st, 2015

Year

ended

December

31st, 2014

REVENUE

Contract revenue 3,08,856.02 3,06,870.03 1,71,242.31

Other operating income 103.98 224.87 652.29

Other income 2,522.16 2,217.41 1,849.47

Total revenue 3,11,482.16 3,09,312.31 1,73,744.07

EXPENSES

Cost of materials consumed 73,225.93 80,945.83 64,392.02

Sub-contract expenses 1,32,999.85 1,29,588.37 40,260.28

Employees benefits expense 25,380.31 22,240.69 19,363.89

Finance costs 11,652.27 13,771.36 13,550.37

Depreciation expenses 4,494.45 3,665.05 4,270.88

Other expenses 56,368.55 55,162.40 38,770.92

Total Expenses 3,04,121.36 3,05,373.70 1,80,608.36

Profit/ (loss) before exceptional item and tax 7,360.80 3,938.61 (6,864.29)

Exceptional items - (12,397.19) 9,553.25

Profit/(loss) before tax 7,360.80 (8,458.58) 2,688.96

Tax expenses

Current tax (3,455.44) (265.37) (964.52)

Less: Minimum alternative tax 2,550.83 720.23

Earlier year tax adjustments 21.55 (131.83) 132.69

Deferred tax (charge)/credit (1,666.97) 2,925.02 (635.93)

Net profit/(loss) for the year 4,810.77 (5,930.76) 1,941.43

Earning/(loss) per equity share of Rs 1 each

Basic and diluted 3.10 (3.82) 1.51

SUMMARY OF CONSOLIDATED CASH FLOW

(₹ in lakh)

Particulars Year ended

December 31,

2016

Year ended

December 31,

2015

Year ended

December 31,

2014

Cash and cash equivalents at the beginning of year 8,382.74 2,495.33 2,395.93

Net cash generated from operating activities 35,918.55 46,505.52 4,363.60

Net cash used in investing activities (637.09) (10,409.08) (3,835.69)

Net cash used in financing activities (25,575.65) (30,209.03) (428.51)

Net increase in cash and cash equivalents 9,705.81 5,887.41 99.40

Cash and cash equivalents at the end of year 18,088.55 8,382.74 2,495.33

SUMMARY OF CONSOLIDATED PROFIT AND LOSS STATEMENT FOR THE NINE MONTHS

ENDED SEPTEMBER 30, 2017

(₹ in lakhs)

Particulars Nine months ended September 30, 2017

Income from operations 148,559.88

Other Income 2,020.15

Total Income 1,50,580.03

Expenses

Cost of material consumed 42,804.29

Subcontracting expenses 33,086.43

Employee benefits expense 19,126.59

Depreciation and amortization expense 4,127.54

Finance costs 6,574.49

Other expenses 34,251.80

28

Particulars Nine months ended September 30, 2017

Total expenses 1,39,971.14

Profit before tax and share of profit/ (loss) of joint

ventures

10,608.89

Share of profit/ (loss) of joint venture (1,471.17)

Profit before tax 9,137.72

Tax expenses

Current income tax 5,639.03

Deferred income tax (2,028.20)

Total tax expense 3,610.83

Profit for the period 5,526.89

Other comprehensive income

Item not to be reclassified subsequently to profit or loss

- Profit/ (loss) on fair value of defined benefit plans (517.90)

- Income tax effect on above 179.24

Income tax relating to items that will not be reclassified to

profit or loss

-

Other comprehensive income for the period , net of tax (338.66)

Total comprehensive income for the period, net of tax 5,188.23

29

RISK FACTORS

This offering and an investment in Equity Shares involve a degree of risk. You should carefully consider the risks

described below as well other information contained in this Preliminary Placement Document before making an

investment decision. If anyone or some combination of the risks described below actually occurs, our business,

prospects, financial condition, results of operation and cash flows could adversely affect, the trading price of our

shares could decline and you may lose all or part of your investment. Unless specified in the risk factors below,

we are not in a position to quantify the financial implications of any of the risks mentioned below. We have

described the risks and uncertainties that our management believes are material but the risks set out in this

Preliminary Placement Document may not be exhaustive or complete and additional risks and uncertainties not

presently known to us, or which we currently deem to be immaterial, may arise or may become material in the

future.

This section should be read together with chapters titled “Management’s Discussion and Analysis of Financial

Condition and Results of Operations”, “Industry Overview” and “Our Business” beginning on pages 60, 86and

102, respectively, as well as the financial statements, including the notes thereto, and other financial information

included elsewhere in this Preliminary Placement Document. This Preliminary Placement Document also

contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from

such forward-looking statements as a result of certain factors including the considerations described below and

elsewhere in this Preliminary Placement Document. Additional risks not described below or not currently known

to us or that we currently deem immaterial may also adversely affect the market price of our Equity Shares. In

making an investment decision, prospective investors must rely on their own examination of our Company and

the terms of the Issue including the merits and the risks involved. Investors should consult tax, financial and legal

advisors about the particular consequences of an investment in the Issue.

INTERNAL RISKS AND RISKS ASSOCIATED WITH OUR BUSINESS.

1. A case has been registered against one of our employees and a professional consultant, under the

Prevention of Corruption Act, 1988 by the Anti-Corruption Bureau, Andhra Pradesh. An adverse

order in the matter is likely to affect our Company’s reputation which in turn may affect our ability to

procure contracts in future, or potentially result in cancellation of our existing orders by our

customers, thereby impacting our revenues.

On January 12, 2018, one of our employees holding the designation of Deputy Manager (Accounts) and

a professional consultant were arrested under the Prevention of Corruption Act, 1988 on the allegations

of bribing an Additional Commissioner (State Tax), Enforcement Wing, Commercial Tax Department,

Andhra Pradesh and are under judicial custody. A case under the Prevention of Corruption Act, 1988 has

been registered by the Anti-Corruption Bureau, Andhra Pradesh against the said employee and a

professional consultant and the matter is currently under investigation. While our Company is internally

investigating the aforesaid matter, a conviction of our employee and / or a professional consultant in the

matter may affect the reputation of our Company which in turn may affect our ability to procure contracts

in future, or potentially result in cancellation of our existing offers by our customers, thereby impacting

our revenues.

For further details on this please refer to the section titled ‘Potential Litigation against our Company’ in

the chapter titled ‘Legal Proceedings’ on page 190.

2. Our Company relies on construction contracts awarded by our clients for our revenues, which may be

subject to variation in the scope of work by these clients. Any cost, if not reimbursed by our client,

incurred in excess of our contract value or anticipated revenues due to such restructuring or

renegotiation could reduce our profits.

Our Company relies on construction contracts awarded by our clients for our revenues. In many of the

contracts our Company may have limited ability to negotiate the terms of contracts which means that the

terms in such contracts tend to favour the client. Further, any client may change the scope of a contract

including but not limited to changes in designs at its discretion which may lead to additional costs. While

we may have price escalation clauses in most of our contracts, any change in costs related to construction

may not be fully compensated by our clients, which would impact our margins.

3. Our Company may not be selected for any of the projects for which we may have submitted a bid and

we may end up incurring significant costs in preparation and submission of such a failed bid.

30

There are certain proposed projects for which we have or may in future submit financial bids. We

generally incur significant costs in the preparation and submission of such bids, which are one-time costs.

We cannot assure that our bids, when submitted or if already submitted, would be accepted. Further,

there may be delays in the bid selection process owing to a variety of reasons which may be outside

our control and our bids, once selected, may not always translate into an order within the expected time

frame. Any failure to win the bids may lead to loss of costs incurred in submitting the bids which may in

turn lead affect our financial results.

4. Our Company operates in a highly competitive market. If we are unable to bid for and win engineering

construction projects, both large and small, or compete with competitors, we could fail to

increase, or maintain, our volume of order intake and our results of operations may be materially

adversely affected.

Our Company faces competition from other market players, which is determined by size, nature,

complexity and location of projects, proximity of materials to the local market, the availability

of subcontractors, construction workers and local economic conditions. Some of our Company’s

competitors may have greater resources in specific areas like capital, labour, equipment, technology,

marketing or other resources and at times may apply those resources and capabilities more successfully

than our Company. Further, our competitors may bid more aggressively owing to which we may not be

selected for such bids and our revenues in future may be impacted. Further, our ability to bid for and win

projects is dependent on a number of factors including our ability to show experience in executing large

projects and to demonstrate that we have strong engineering capabilities in executing technically

complex projects. We face competition from other bidders in a similar position to us looking

for suitable joint venture partners with whom to partner in order to meet the pre-qualification

requirements. For many large construction contracts and infrastructure development projects, we

may not always meet the pre-qualification criteria on a standalone basis. If we are unable to partner

with other players, we may lose the opportunity to bid for and therefore fail to increase or maintain its

volume of new construction contract orders or new projects. 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, cash flows and results of operations.

5. Delays in completion of our current and future projects and cost overrun could have adverse effect on

our business prospects and results of operations.

We have faced delays in completion of certain of our projects and may face delays in completion for

certain of our projects which are under execution. Typically, our projects are subject to specific

completion schedule requirements. The scheduled completion targets for our projects are estimates and

are subject to delays as a result of, among other things, unforeseen engineering problems, force majeure

events, issues arising out of right of way, unavailability of financing, unanticipated cost increases or

changes in scope and inability in obtaining certain client and / or government approvals. We also provide

performance guarantees to our clients which may be invoked if we are unable to complete projects within

a specified time frame and such guarantees may be extended owing to any change in such timelines.

Failure to adhere to contractually agreed timelines could lead to forfeiture of security deposits, payment

of liquidated damages and / or our performance guarantees being invoked. There can be no assurance

that our projects will be completed within the specified time frame. We cannot assure you that all

potential liabilities that may arise from delays or that any damages, that maybe claimed for such delays

from clients or any third party, would be adequate to cover losses resulting there from.

Further, any delay in completing construction contracts would result in the total cost of a construction

contract to exceed the original estimates. Such delays and cost overruns may adversely affect our

business and results of operations.

6. A significant part of our Company's business transactions are with government entities or agencies

which present particular risks.

A significant part of our Company’s business is dependent on development projects undertaken by

government entities or agencies.

There could be delays in projects with these authorities and institutions due to changes in government

policies or initiatives, changes in budgetary allocation or other approvals or inadequate funds with

31

government/government organisations. Our Company also faces the risk of non- payment or delay in the

collection of receivables from government owned or controlled entities and financial institutions. Our

Company's operations involve significant working capital requirements and a non-payment or delayed

collection of receivables could significantly adversely affect our Company's financial condition, liquidity

and results of operations.

Government contracts generally also contain unilateral termination provisions in favour of the

government. In the event that one or more of our Company's material contracts is terminated, our business

and results of operations may be adversely affected.

In addition, documentary closure or completion of government contracts, including the release of

performance guarantees and final acceptance notices, generally takes a significant amount of time and is

subject to material delays, which also adversely affects our Company's financial condition and results of

operations.

7. We are dependent on our suppliers for adequate and timely supply of key raw materials at competitive

rates and generally do not enter into any long term supply contracts with our suppliers. If our

Company is unable to procure the requisite quantities of construction materials in time and at

commercially acceptable prices, the performance of its financial results and business prospects could

be adversely affected.

Our Company purchases significant amount of raw materials, including steel, cement, bentonite,

admixture, aggregates, sand, binding wires, bentonite powder etc. for its construction operations. While

our Company maintains relations with many different suppliers in order to avoid risks of unavailability

of resources, any unavailability of such resources could materially disrupt our Company’s operations. In

addition, the unavailability of resources and fluctuations in costs of raw materials could significantly

affect our operating costs and consequently reduce our profitability. Accordingly, we cannot assure you

that we would be able to procure raw materials in a timely manner and at competitive prices or that we

will not be affected in the event of any shortfall of supply since we do not have any definitive

arrangements with our suppliers, which may adversely affect our business. If, for any reason, our primary

suppliers of raw materials curtail or discontinue their delivery of such materials to us in the quantities we

need and at prices that are competitive, our reputation and ability to meet our material requirements for

our projects could be impaired, our construction schedules could be disrupted and our business could

suffer. The contracts entered into by our Company with its clients normally include clauses permitting

us to recover the cost of escalations in the price of materials and labour. However, such variation clauses

normally link the additional amounts which our Company can recover to levels of increase in specified

published indices. We cannot assure you that the additional amounts which our Company should recover

from clients in respect of the increased cost of materials and labour will be the full amount of such

increased costs borne by us.

Further, the prices and supply of these and other raw materials depend on factors not under our control,

including general economic conditions, competition, production levels, transportation costs and import

duties. Revenues, costs and profits will often vary from original estimates due to factors such as changes

in project conditions, fluctuations in costs of construction materials, variations in labour and equipment

costs and weather conditions. These risks, which are inherent in the construction industry, may result in

profits being different from those estimated and may result in decreased profitability or even losses in

affected projects. Although we normally provide a margin in our estimates for increases in labour and

material costs and other contingencies, significant cost overruns may still occur, and could adversely

affect our business, results of operations and profitability.

8. Our projects and revenues are geographically concentrated in Maharashtra, Karnataka and West

Bengal. Consequently, we are exposed to risks emanating from economic, regulatory and other

changes in these states which we may not be able to successfully manage and which in turn may have

an adverse effect on our revenues, cash flows, profits and financial condition.

While we enjoy a nationwide presence, our operations and revenues are geographically concentrated in

Maharashtra, Karnataka and West Bengal. Our Company’s projects in the aforesaid regions accounted

for 85% of the Order Book as at September 30, 2017. Our business is, therefore, significantly dependent

on the general economic and market conditions in these regions in which we operate and respective state

and local government policies relating to our industry. Should there be a regional slowdown in

infrastructure, maritime activities or economic activity or any adverse regulatory development in these

32

areas or any developments that would make undertaking the relevant projects economically less

profitable, the growth of our business, our financial condition, our cash flows and results of operations

could suffer.

9. Statutory auditors of our Company have included certain qualifications/ observations and Emphasis

of Matters (“EOMs”) paras in their respective audit reports of our Company.

The statutory auditors of our Company have included certain qualifications, observations and EOMs in

their respective audit reports of our Company in the last five financial years immediately preceding this

Preliminary Placement Document, including with respect to the Companies (Auditor‘s Report) Order,

2012, 2013, 2014, 2015 and 2016 as applicable, which are discussed in our standalone and consolidated

financial information. If we are required to restate the accounts for any reason including due to

accounting standards or regulatory requirements or otherwise, we may be required to readjust all of the

receivables and other items specified in these qualifications which may result in loss for the subsequent

period or we will be unable to meet our financial covenants/obligations. Further, there can be no

assurance that our auditors will not qualify their opinion in the future. For further details and management

responses to each of these qualifications and / or EOMs, please refer to the “Financial Statements” and

“Management's Discussion and Analysis of Financial Condition and Results of Operations” on page

194and 60 respectively.

10. We are involved in certain legal and other proceedings. An adverse outcome in such proceedings may

have an adverse effect on our financials.

The nature of the business segments that we operate in are such that, from time to time we have been,

and expect to continue to be subject to legal proceedings and claims in the ordinary course of our

business, particularly relating to liability claims and dispute under customer contracts. We are currently

involved in certain legal proceedings in India. These legal proceedings are pending at different levels of

adjudication before various courts and tribunals. Details of the total number of material proceedings

pending by and against us are mentioned below:

Material Litigations filed against our Company:

Nature of cases/ claims Number of cases outstanding

Civil Matters 69

Criminal Matters 6

Tax Matters Nil

* To the extent quantifiable.

x

Material Litigations filed by our Company:

Nature of cases/claims Number of cases outstanding

Civil Matter 9

Criminal Matter 1

Tax Matter 30

We can give no assurance that these legal proceedings will be decided in our favour and we may incur

significant expenses and management time in such proceedings and may have to make provisions in our

financial statements, which could increase our expenses and liabilities. If any new developments arise,

for example, rulings against us by the appellate courts or tribunals, we may face losses and may have to

make provisions in our financial statements, which could increase our expenses and our liabilities. If

such claims are determined against us, there could be an adverse effect on our reputation, business,

financial condition and results of operations, which could adversely affect the trading price of our Equity

Shares.

For further details of these legal proceedings, please refer to chapter titled “Legal Proceedings”

beginning on page 177.

11. We have experienced losses and negative cash flows in earlier Fiscals 2014, 2015 and 2016 and may

experience such losses and / or negative cash flows in the future. An inability to generate sufficient

cash flows in the future may adversely affect our business operations and financial performance.

33

We had losses and negative net cash flows from our operating, investing & financing activities in Fiscal

2016, Fiscal 2015 and Fiscal 2014 on a consolidated basis, the details of which are provided below.

Further our Company has also suffered losses in the past, the details of which are provided below.

(₹ in lakh)

Particulars Fiscal 2016 Fiscal 2015 Fiscal 2014

Net cash generated from operating activities N.A.# N.A.# N.A.#

Net cash used in investing activities (637.09) (10,409.08) (3,835.69)

Net cash used in financing activities (25,575.65) (30,209.03) (428.51)

Net profit/(loss) for the year N.A.# (5,930.76) N.A.# # Indicates positive cash flows

Cash flow is a key financial indicator of cash generated from operations to meet our capital expenditure,

pay dividends, repay loans and make new investments without raising finance from external resources.

An inability to generate sufficient cash flows in the future may adversely affect our business operations

and financial performance.

12. In the recent past, we had reached a onetime settlement with a statutory agency for settlement of all

awards received, claims under consideration, at various forums which was written off in our books of

accounts.

In the year 2015, we had entered into a definitive agreement with a statutory agency pursuant to which

both parties agreed to settle all awards received, claims under consideration at various forums, pending

disputes and amounts outstanding in the Company’s and relevant joint venture’s books of account under

trade receivables and unbilled work-in-progress in respect of all the contracts executed by our Company

and the relevant joint venture. Pursuant to this settlement the Company including its share in Joint

Venture had accounted for the resultant loss on the settlement of ₹12,397.19 lakh which had been

disclosed as an exceptional item in Fiscal 2015 and written off during the Fiscal 2015. We cannot assure

you that our Company will not enter into any such similar arrangement in the future as well to settle

outstanding disputes with its clients and that such settlements will not adversely affect our financial

results.

13. There has been a variation in the end use of proceeds as compared to the objects of the issue stated in

the previous rights issue offer document.

In respect of the rights issue of Equity Shares by our Company in September 2006, it had in the offer

document projected deployment of ` 767.55 lakh towards payment of security deposit towards procuring

capital equipment operating lease / hire purchase and ` 150.00 lakh towards meeting expenses of the

rights issue. The proceeds of the rights issue were partly utilized to meet the said objectives, however a

sum of ` 274.11 lakh and ` 77.45 lakh remained unutilized as on December 31, 2006 and since our

Company did not foresee any immediate requirement as mentioned above, we obtained shareholders’

approval to utilize this amount towards any one or more of the objects of the said rights issue.

Subsequently, pursuant to the shareholders resolution passed at the annual general meeting held on April

27, 2007, the aforesaid sum of ` 274.11 lakh and ` 77.45 lakh were utilized by our Company towards

meeting the working capital requirements in the financial year 2007.

14. Changes in the scope of work may result in disputes, which could have a material and adverse impact

on the profits from that project.

In certain cases, we may be required to perform additional work on a project that is beyond the stated

scope of the contract. We may not receive any remuneration for the same, or payments in respect of the

same may be delayed or may not be commensurate with the quantum of work performed, which may

have a material adverse effect on our profits. Further, in certain contracts we may be required to execute

modified work order as directed by the client who may not have been agreed upon at the time of execution

of the contract. This process may result in disputes and may result in delayed or inadequate payments.

This could have an adverse effect on our profits.

15. Our Company has significant indebtedness and the conditions and restrictions imposed on us by our

financing agreements could adversely affect our ability to conduct our business.

34

As of September 30, 2017, our Company had total borrowings of ₹52,698.07 lakh on a consolidated

basis, which includes short-term borrowings of `45,540.64 lakh, other borrowings (representing current

maturities of long term borrowings) of `5,159.53 lakh and long-term borrowings of `1,997.90 lakh. In

respect of various agreements entered into by our Company with the lenders, we are bound by certain

restrictive covenants. A majority of these covenants are specific to the conduct of our Company and our

Company is required to obtain written consent from the lenders in relation to certain actions/matters,

amongst others, including entering into any scheme of amalgamation or merger/demerger/reconstruction,

declaration of any dividends if there are any arrears in making any payment of amount(s) due to our

lender(s), entering into any arrangement for settlement of litigation for any such amount which would

have a material adverse effect on our Company, not to change/vary our constitution, name, location of

the unit, product line, technical process and machinery and godown not to have any banking account or

borrowing arrangements, not to make any changes to the general nature or scope of the business from

that carried on by our Company, formulate any scheme of amalgamation or merger or reconstruction,

effect any adverse changes in our Company’s capital structure, make any drastic changes in its

management set-up, approach capital markets for mobilizing resources either in the form of debtor

equity, approach prepayment of the outstanding principal amount of the facility on full or in part before

the due date, before creating any further security/ collateral/ personal or corporate guarantee which is

more favourable to such lender/ bank than the terms agreed to amongst others. Such restrictions or

limitations may adversely limit our Company's operations and financial flexibility, and adversely affect

its business, results of operations and financial condition.

Further, our short term borrowings are repayable on demand. In the event that the lenders of such loans

call in these loans, alternative sources of financing may not be available on commercially reasonable

terms, or at all. Any such unexpected demand for repayment may materially and adversely affect our

Company’s cash flows, business, financial condition, results of operations and cash flows.

16. Our contingent liabilities that have not been provided for in our financial statements may have an

adverse impact our financial condition.

The table below sets out our consolidated contingent liabilities (as disclosed in our audited financial

statements in prepared in accordance with Indian GAAP) that have not been provided for, as of December

31, 2016.

Particulars Amount

(` in Lacs)

Guarantees given by banks in respect of contracting commitments in the

normal course of business

43,094.03

The Company has a number of claims on customers for price escalation and/

or variation in contract work. In certain cases which are currently under

arbitration, the customers have raised counter – claims. The Company has

received legal advice that none of the counter – claims are legally tenable.

Accordingly, no provision is considered necessary in respect of these

counter claims.

21,743.22

Sales tax matters pending in appeals 6,311.74

Income tax matters pending in appeals 1,933.07

Excise matter pending in appeal 51.70

Any or all of these contingent liabilities may become actual liabilities. In the event that any of these

contingent liabilities materialises, our business, results of operations, prospects, cash flows and financial

condition may be adversely affected.

17. Our working capital requirements may increase in future depending on the requirements of the

projects under execution. If we are unable to generate sufficient cash flows 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.

Some of our contracts under execution have high working capital requirements. In many cases,

significant amounts of working capital are required to finance the purchase of materials and the

performance of engineering, construction and other work on such contracts before payments are received

35

from clients. The actual amount and timing of our future capital requirements may differ from estimates

of, inter alia, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, economic

conditions, design changes, weather related delays, technological changes and additional market

developments and new opportunities.

Our working capital requirements may increase if, under certain contracts, payment terms do not include

advance payments or such contracts have payment schedules that shift payments toward the end of a

project or otherwise increase our working capital burden. In addition, our working capital requirements

have increased in recent years because we have undertaken a growing number of projects within a similar

timeframe and due to the growth of our Company’s business generally. We have in the past experienced

delays in receipt of our dues from clients; all of these factors may result, or have resulted, in increase in

our working capital needs.

It is customary in the industry in which we operate to provide bank guarantees in favour of clients to

secure obligations under contracts. These may extend, wholly or partly, during the contract period and

even after the date of completion of the contract for an additional period of up to six to twelve months.

If we are unable to provide sufficient collateral to secure such bank guarantees, our ability to enter into

new contracts or obtain adequate supplies could be limited. Providing security to obtain bank guarantees

increases our working capital needs. We may not be able to continue obtaining new bank guarantees, on

commercially acceptable terms or at all, to match our business requirements. This may have a material

adverse effect on our business, results of operations and financial condition.

18. Failure to adhere to agreed contractual conditions with clients could adversely affect our reputation

and/or expose us to financial liabilities.

Our Company’s contracts are subject to specific requirements on timelines, quality and other conditions

with appropriate contractual remedies to be imposed by the client for non-performance of our obligations.

Any default of these obligations unless accepted by the client/s could lead to rescinding the contract

either by the client causing damage to our reputation and / or affect the financial outcomes. Alternatively,

our Company may also choose to rescind a contract in case of any default made by our client and / or for

the non-performance of their obligations which may in turn cause damage to our reputation and / or affect

our financial results.

19. Any downgrading of our Company’s debt ratings could impact our ability in future to raise finance

on favorable terms or at all, which in turn could adversely affect our business, financial condition and

results of operations.

As at September 30, 2017, our Company had total borrowings of ₹52,698.07 lakh on a consolidated

basis, which includes short-term borrowings of `45,540.64 lakh, other borrowings (representing current

maturities of long term borrowings) of `5,159.53 lakh and long-term borrowings of `1,997.90 lakh. Our

Company’s long-term debt is rated by CARE Rating as ‘CARE A1’ and short term debt is rated by CARE

Rating as ‘CARE A / CARE A1’. While, the rating of the Company continues to derive strength from

proven track record in construction industry, healthy order improvement combined with improved

financial matrix of the Company, we cannot assure you that the debt rating will not be revised in future.

Any failure to service our indebtedness, maintain the required security interests, compliance with a

requirement or otherwise perform our obligations under our financing agreements could lead to a

termination of one or more of our credit facilities, penalties and acceleration of amounts due under such

facilities which may lead to downgrading of our Company’s debt ratings which could impact our ability

to raise finance in future on favourable terms or at all and in turn adversely affect our business, financial

condition and results of operations.

20. We have preferred claims on some of our clients towards compensation of additional costs and / or

time in respect of work performed by us for such clients which we consider recoverable in accordance

with the terms and conditions of the respective contracts. In the event we are unable to realise amounts

recoverable and considered in our revenues for the period to date, the same would adversely affect our

financial condition.

In some of the contracts performed/under completion by us, we have encountered additional costs and

overrun in time. We have preferred claims on the corresponding clients and the same are in several stages

of dispute resolution, arbitration and in courts. Based on probable recovery against these claims and in

line with the accounting policies followed by us, we have recognised revenues and margins in our

36

financial results for the period to date. Denials or prolonged delays in the realisation of the amounts

recognised or enforcement of counterclaims against us on these claims would adversely affect our

financial results and cash flows.

21. We are exposed to various risks at our sites which could result in additional liabilities and/or costs to

us.

Our operations are subject to several hazards such as risk of equipment failure, work accidents that may

cause injury and loss of life, severe damage to and /or destruction of property and equipment and / or

environmental damage.

During the provision of our engineering and construction services, we undertake liabilities relating to

design, engineering, materials, workmanship, construction and maintenance during defect liability period

etc. Claims from the client could arise for a perceived default of our obligations. We provide our

competitive bids after considering reasonable and assessed costs towards performance of contractual

obligations including where considered necessary and where mandated, specific insurance coverage.

Where the risk mitigation through appropriate insurance coverage or provision of assessed costs for

complying with its obligations is found insufficient, we may be called upon to compensate the claimant/s

for such costs which were not assessed or insured against or provided for and could affect the financial

condition and have a material adverse effect on our business. In case of any failure by us in the actual

execution of these obligations, we would be liable to claims alleging default of the obligation.

22. Obsolescence, destruction, theft, breakdowns of our assets or failure to repair or maintain the same

may adversely affect our business, cash flows, financial condition and results of operations.

We own/ take on lease a fleet of equipment and tools including modern equipment for flyover

construction, concrete production and movement, maritime gantries, modern hydraulic piling plant and

associated equipment (together “Owned/ Leased Assets”). To maintain our capability to undertake large

and complex projects, we seek to purchase/ lease equipments built with the latest technologies and

knowhow and keep them readily available for our construction activities through careful and periodic

repairs and maintenance. However, we cannot assure you that we will be immune from the associated

operational risks such as the obsolescence of our Owned/ Leased Assets, destruction, theft or major

equipment breakdowns or failures or delays to repair or maintain our Owned/ Leased Assets, which may

result in their unavailability, project delays, cost overruns and even defaults under our contracts.

Our recent experience indicates that clients are increasingly developing larger, more technically complex

projects in the infrastructure sector. To meet our clients’ needs, we will need to regularly update existing

technology and acquire or develop new technology for our engineering and infrastructure services in a

cost effective manner. In addition, rapid and frequent technology and market demand changes can often

render existing technologies and equipment obsolete, requiring substantial new capital expenditures

and/or write-downs of assets. Our failure to anticipate or to respond adequately to changing technical,

market demands and/or client requirements could adversely affect our business, financial condition and

results of operation.

Obsolescence, destruction, theft or breakdowns of our Owned/ Leased Assets may significantly increase

our asset purchase cost and the depreciation of our assets, as well as change the way our management

estimates the useful life of our assets. In such cases, we may not be able to acquire new assets or repair

the damaged assets in time or at all, particularly where our assets are not readily available from the market

or requires services from original asset manufacturers. Some of our major assets or parts may be costly

to replace or repair. We may experience significant price increases due to supply shortages, inflation,

transportation difficulties or unavailability of bulk discounts. Such obsolescence, destruction, theft,

breakdowns, repair or maintenance failures or price increases may not be adequately covered by the

insurance policies availed by our Company and may have an adverse effect our business, cash flows,

financial condition and results of operations.

23. Our Promoter is engaged in the same line of business as our Company and has also undertaken in

the past some projects independently in India

Our Promoter, Italian-Thai Development Public Company Limited is engaged in the business of

construction which is in the same line of business as our Company. Further, our Promoter has undertaken

37

construction projects independently in India. In such instances there could be a conflict of interest

between our Company and our Promoter. There can be no assurance that such conflict of interest will

not have an adverse impact on our operations and financial performance.

24. Presently in certain cases, we depend on the experience and track record of our Promoter in the

infrastructure sector in qualifying for and in the execution of projects in specific sectors such as

airports, mass rapid transit systems and water projects in joint venture with our Promoter. Our

inability to continue with this arrangement may adversely affect our business and results of

operations.

In select cases of infrastructure projects where the pre-qualification requires a financial and technical

track record, we draw upon the experience and track record of our Promoter in the infrastructure sector

in qualifying, bidding and execution of these large projects. Our business and growth depends upon our

Promoter and our inability in continuing this arrangement may adversely affect our business and

operations.

25. We deploy a large workforce at our project sites and staff at offices. Demands and / or group activity

by any of these groups including work stoppages and other forms of industrial action could result in

delays and additional costs affecting our operating results

As of September 30, 2017, we employed a staff of 1,953 employees. In addition, we have a large number

of site based staff, piece rate and temporary contract labour on our project sites.

We have not experienced any major disruption in our work in the past. However, there can be no

assurance that we will not experience future major disruptions to our operations due to disputes or other

problems with our work force, which may adversely affect our business and results of operations. The

number of contract labourers varies from time to time based on the nature and extent of work contracted.

Contract labourers engaged at the project sites are governed by minimum wages regulations that are fixed

by local government authorities. Any upward revision of wages required by such governments to be paid

to such contract labourers, or offer of permanent employment or the unavailability of the required number

of contract labourers, may adversely affect our business and results of operations. We also enter into

contracts with independent contractors to complete specified assignments. Non-compliance with any

prevalent labour laws by such independent contractors may result in penalties and/or expose our

Company to other consequential risks which we may not be able to recover from such independent

contractors in all cases.

26. The failure of a joint venture partner to perform its obligations could impose additional financial and

performance obligations resulting in reduced profits or, in some cases, significant losses from the joint

venture.

We presently enter and may continue to enter into various joint ventures with other companies as part of

our business. As on September 30, 2017, Company’s share in joint venture projects under execution

amounts to 48% of our total order book. The success of these joint ventures depends on the satisfactory

performance by our joint venture partners and fulfilment of their obligations. If our joint venture partners

fail to perform these obligations satisfactorily, the joint venture may be unable to perform adequately or

deliver its contracted services. In this case, we may be required to make additional investments and/or

provide additional services to ensure the adequate performance and delivery of the contracted services

because we are subject to joint and several liabilities as a member of the joint venture in a number of

projects. These additional obligations could result in reduced profits or, in some cases, losses for us. The

inability of a joint venture partner to continue with a project due to financial or legal difficulties could

mean that we would bear increased and possibly sole responsibility for the completion of the project and

bear a concomitant increase in the financial risk of the project. In addition, partners in our joint ventures

may:

be unable or unwilling to fulfil their obligations, whether of a financial nature or otherwise;

take actions contrary to our instructions or requests or contrary to a joint ventures’ policies and

objectives;

fail to provide timely financial and operating data in order to comply with periodic reporting

obligations to clients, lenders or as required by law;

take actions that are not acceptable to regulatory authorities;

38

have financial difficulties; or

have disputes with us.

The aforesaid factors may adversely affect our business and results of operations.

27. We may be unable to pre-qualify to bid on certain larger projects on our own and if we are unable to

forge alliances with third parties, we may be precluded from bidding for those large projects, which

could have an adverse effect on our growth prospects and operations.

Our ability to bid for and win major projects is dependent on our ability to demonstrate our experience,

engineering capabilities in executing technically complex projects and our financial resources and/or

ability to access funds. In selecting contractors for major projects, clients generally limit the tender to

contractors they have pre-qualified based on several criteria including financial strength, experience in

successful execution of similar and comparable projects, technical capabilities, plant and equipment,

quality and safety performance records and ability to provide guarantees and bonds.

Based on these qualifying parameters, projects are then bid on competitive basis amongst organisations

who meet the above criteria. International engineering and construction companies now participate

actively in the Indian market and are likely to leverage their overseas experience and financial strengths

in meeting the above criteria and bid competitively for these large projects.

Our ability to bid for and win such projects is dependent on our ability to qualify and competitively quote

for such large projects. Consequently any deficiencies in these areas are likely to influence the business

operations and results from operations.

Moreover our competitors with greater financial resources and greater economies of scale than us may

be able to prequalify in their own right and/or attract a joint venture partner more easily than us. In cases

where we are unable to forge an alliance with appropriate companies to meet pre-qualification

requirements, we may lose out on opportunities to bid, which could have an adverse effect on our growth

prospects and operations.

28. On fixed-price, lump sum or item-rate contracts, we are exposed to increases in the cost of construction

materials, fuel, and equipment.

Under fixed-price or lump sum contracts, we typically agree to a fixed price for providing civil

construction for the part of the project contracted to us.

Under these contracts, additional costs associated with cost increases in construction materials, fuel,

equipment, and materials are borne by us, unless these contracts contain price escalation clauses.

Similarly, we bear the additional cost associated with quantities of construction materials, fuel,

equipment and materials exceeding estimates and assumptions. The prices and supply of these

construction materials depend on factors beyond our control, including general economic conditions,

competition, production levels, transportation costs and import duties. Some of our construction contracts

either contain limited or no price escalation clauses covering these additional costs.

Under item-rate contracts, we agree to provide certain construction activities at a rate specified in the

relevant bill of quantity, or “BOQ”. The BOQ is an estimate of the quantity of activities involved and

these quantities may be varied by the parties during the course of the project. Although the additional

costs associated with actual quantities exceeding estimated quantities may not pass to our Company

entirely, we however, bear the risk associated with actual costs for construction activities exceeding the

agreed upon rate, unless these item-rate contracts contain price escalation clauses.

For fixed-price or lumpsum or item-rate contracts, we may bear additional cost if actual expenses vary

substantially from the assumptions underlying its bid and forecasted budget for reasons related to the

following:

unancticipated changes in engineering design of the project;

drawings and technical information provided by the clients, and on which bids were based, and not

accurate. We typically do not have recourse to clients for errors and omissions in drawings and

technical information provided by them. Under the terms of many contracts, we are deemed to accept

any risk associated with inadequacies, errors or omissions in such drawings and technical

39

information;

unforeseen design and engineering construction conditions, site and geological conditions, resulting

in delays and increase costs;

inability by the client to obtain requisite environmental and other approvals;

delays associated with the delivery of equipment and materials to the project site;

unanticipated increases in equipment costs;

delays caused by local and seasonal weather conditions; and

suppliers or sub-contractors failure to perform their obligations in a timely

As fixed price or lump sum and item-rate contracts also tend to be fixed-time contracts, we bear the risk

of unanticipated delays other than for force majeure events.

Unanticipated costs or delays in performing part of a contract and/or unanticipated increases in the price

of construction materials, fuel, equipment, and materials can have a compounding effect by increasing

costs of performing other parts of the contract. There may also be a higher risk of delay created by the

fact that construction contracts are sometimes divided into multiple parts to be simultaneously performed

by us and joint venture partners.

These risks generally inherent to the construction industry may result in lower profits than originally

estimated and may result in reduced profitability or losses on our projects

29. Increase in interest rates may materially impact our results of operations.

Our business requires a significant amount of working capital to finance the purchase of construction

materials, submission of earnest money deposit and other work on our infrastructure projects before

payment is received from clients. We also avail term loans to meet our capital expenditure requirements,

which carry a high interest rate.

Increases in interest expense may have an adverse effect on our results of operations and financial

condition. Our current debt facilities carry interest at variable rates as well as fixed rates with the

provision for periodic reset of interest rates. As of December 31, 2016, a major portion of our

indebtedness was subject to variable interest rates.

Although we may decide to engage in interest rates hedging transactions or exercise the rights available

to our Company to terminate the current debt financing arrangement on the respective reset dates and

enter into new financing arrangements. There can be no assurance that we will be able to raise funds or

do so on commercially reasonable terms or at all.

30. Our Promoter has interests in our Company other than reimbursement of expenses incurred or normal

remuneration or benefits.

Our Promoter is interested in our Company to the extent of their shareholding in our Company and

royalty fees for the use of the ‘ITD’ trademark. Further our Promoter may also be deemed to be interested

to the extent of any dividend payable to them or other distributions in respect of the Equity Shares.

The Promoter is also interest to the extent of their share in the Joint Ventures which our Company has

entered into with our Promoter. For more details, see the section titled “Related Party Transactions”

beginning at page 125.

31. While the post issue shareholding of the Promoter in our Company will fall below 51%, our Promoter

will continue to retain majority control in our Company after the Issue, which will allow it to influence

the outcome of matters submitted to shareholders for approval.

Pursuant to Articles 111A, 137 and 146 of the Articles of Association, so long as our Promoter holds not

less than 26% of the total paid-up Equity Share capital of our Company it has the right to appoint not

exceeding one-third of the total number of Directors of our Company and to remove such persons from

office, appoint and remove the Managing Director(s) and appoint or remove the Chairman of the Board.

As of December 31, 2017, our Promoter owned approximately 51.63 % of our share capital. Please see

section titled "Principal Shareholders" on page 143. Owing to the right of the Promoter enshrined in the

40

Articles of Association and their majority stake, the Promoter may be in a position to influence decisions

relating to our business and the outcome of matters submitted to shareholders for approval. In addition,

for so long as the Promoter continues to exercise significant control over our Company, it may influence

the material policies of our Company in a manner that could conflict with the interests of our other

shareholders.

32. Invocation of performance guarantees issued in relation to one of our projects could adversely affect

our financial condition.

We are required to provide performance guarantee to the owner of the project during the construction

period which may extend until the end of the defects liability period. Performance risk refers to the risk

that the work is not executed according to specifications laid out in the contract, which may lead to

triggering the encashment of the performance guarantee. Defects liability periods typically extend to one

year after completion of a project. All of our projects are covered by guarantees, some of which are

substantial and include performance guarantees, which are provided as security for any monetary loss

suffered by the client up to the amount of such guarantees in the event of any failure on our part to ensure

the satisfactory execution and completion of various awarded projects in line with contractual

specifications. In the event of any performance related issues or if contractual obligations are not

completed as per scheduled time then the financial or performance guarantees provided maybe invoked,

thus exposing us to additional and increased financial liabilities. As at December 31, 2016, the

outstanding guarantees given by banks in respect of our contracting commitments in normal course of

business amounted to ₹ 43,094.03 lakhs and on behalf of our joint ventures amounted to ₹ 48,651.00

lakhs. Further, during the year ended December 2013, one of our clients has invoked bank guarantees

amounting to ` 9,200.00 lakh. Subsequently, our Company amicably settled the matter with the client

and our Company has recommenced work on the project. A call on one or more of these guarantees could

adversely affect our financial results, will deplete our finances and lead to a liquidity crunch and a call

on our performance guarantee may harm our reputation and limit our capability to attract new projects.

33. We recognise revenue based on the “Percentage of Completion Method” of accounting on the basis

of the stage of completion and its revenues may fluctuate significantly from period to period.

Our Company recognises revenue generated from its construction contracts on the “Percentage of

Completion Method” as per the applicable accounting standard. The stage of completion of a contract is

determined by the proportion that contract costs incurred for work performed upto the reporting date bear

to the estimated total contract costs. Percentage of completion is determined on the basis of cost incurred.

Contractual liquidated damages, payable for delays in completion of contract work or for other causes,

are accounted for as costs when such delays and causes are attributable to the Company or when deducted

by the client.

In the event of any change in law that requires a change in the method of revenue recognition, our

Company’s financial results may be adversely affected. For example with effect January 1, 2017 the

revenues of only those joint venture where our Company exercises control (as defined under Ind AS) are

consolidated pursuant to adoption of Ind AS. For the details of the method of revenue recognition, see

the section titled “Management’s Discussion and Analysis of Financial Conditions and Results of

operations — Significant Accounting Policies” at page 114 and “Summary of key differences between

Indian GAAP and Ind AS” at page 86.

34. Our statements regarding our work in hand may not be representative of our future results.

Our Company defines order book as anticipated revenues from the uncompleted portion of existing

contracts as of a certain date. The order book amount does not necessarily indicate future earnings related

to the performance of that work. Further, our order book also includes our share of the order book of the

joint ventures where our Company does not exercise control (as defined under Ind AS) which are not

consolidated pursuant to adoption of Ind AS. Our inability to complete the projects within anticipated

timelines and/or achieve expected margins and/or performance targets, could reduce our profit or cause

us to incur a loss. Future earnings related to the performance of the work in the order book may not

necessarily be realised. Although projects in the order book represent business that our Company

considers firm, cancellations or scope adjustments may occur. Due to possible changes in project scope

and schedule, our Company cannot predict with certainty when or whether projects in its order book will

be performed and generate revenue. Further certain contracts which are part of the order book may get

delayed or cancelled interalia on account of non-achievement of financial closure of the project by the

41

client. In addition, even where a project proceeds as scheduled, it is possible that contracting parties may

default and fail to pay amounts owed or dispute the amounts owed to our Company. There may also be

delays associated with collection of receivables from clients. Any delay, cancellation or payment default

could materially harm our cash flow position, revenues or profits.

35. We have entered into transactions with related parties.

Our Company has in the course of our business entered into transactions with related parties, including

our Promoter. For detailed information on our related party transactions, see the section titled “Related

Party Transactions” beginning at page 125. Further, our business will continue to involve transactions

with such related parties, in the future.

36. We depend on sub-contractors for timely and successful completion of certain parts of our projects

and failure on the part of our sub-contractors to perform their obligations in a timely manner or at all

could adversely affect our ability to complete projects in a timely manner at commercially viable terms.

We depend on sub-contractors for timely and successful completion of certain part of our projects and

failure on the part of our sub-contractors to perform their obligations in a timely manner or at all could

adversely affect our ability to complete projects in a timely manner at commercially viable terms or at

all, which in turn could subject us to time and cost overruns, defaults under the contracts for such projects

and loss of revenue and profitability.

We assign work to various subcontractors to assist us depending on the area, type, duration and size of

our projects.Weattempttoensurethattheservicesperformedbyoursubcontractorsareofahigh standard as full

responsibility to the customer for all construction projects rests with us (although the subcontractor is

responsible to us for its work). There is no assurance that the quality of work performed by such

subcontractors will always be of a sufficiently high standard. Further, the use of subcontractors exposes

us to various risks over which we may have little or no control, including the possibility that a

subcontractor may fail or otherwise become unable to perform or complete projects, or that projects may

otherwise be delayed or defective.

Even when our Company sub-contracts work, it remains responsible for the sub-contracted work which

means clients still have recourse to our Company for actions, omissions and defects by sub-contractors.

In some cases, our Company may not receive guarantees or indemnities from sub-contractors as to timely

completion, cost overruns, or additional liabilities which means that it assumes the risk of delayed or

reduced payments, liquidated damages or penalty amounts, or contract termination by the client. Our

Company also assumes liability for defects in connection with any work done by sub-contractors. Hence,

any failure on the part of our sub-contractors to perform their obligations in a timely manner or at all

could adversely affect our operations, financial condition and cash flows.

37. We maintain a workforce based upon current and anticipated workloads. If we do not receive future

contract awards or if these awards are delayed, we could incur significant costs.

The estimates of future performance depend on, among other things, whether and when we will receive

certain new contract awards. We maintain a workforce based upon current and anticipated workloads.

The strength of our workforce as on September 30, 2017 is 1,953 employees. While our estimates are

based upon our best judgement, these estimates may change based on account of changes in the available

information. In case of large-scale projects where timing is often uncertain, it is particularly difficult to

predict whether or when we will receive a contract award. The uncertainty of contract awards and timing

can present difficulties in matching the workforce size with the contract needs. If an expected contract

award is delayed or not received, we would incur expenses due to maintaining under-utilised staff and

facilities that would have the effect of reducing our profits.

38. We depend on machinery and equipment to implement our projects. We order these machinery and

equipment from various parts of the world. Any manufacturing defect or poor maintenance systems

of the machinery may cause strain on our machinery and lead to delays in implementation of our

projects.

We depend on machinery and equipment to implement our projects. We order these machinery and

equipment from various parts of the world. Any manufacturing defect or poor maintenance systems of

the machinery may cause strain on our machinery and lead to delays in implementation of our projects

42

and loss of performance. In addition, technology advancements could result in lower future utilization of

equipment, which may have an adverse impact on our business, operations and profitability.

39. During the tenure of the project, the creditworthiness of our clients may weaken, which may affect

their paying capacity and may lead to delays in our payments.

One of the risks associated with construction companies, such as ours, is the credit worthiness and the

paying capacity of the clients. If the client does not have adequate funds, it could delay our projects or

even lead to cancellation of the project. Moreover, we may or may not get any compensation if payments

due to us are delayed, which may have an adverse effect on our liquidity.

40. Demand for our services is dependent on growth in infrastructure and general economic conditions.

Demand for our services is largely dependent on general economic conditions, growth in infrastructure

and economic cycle. Our business is also directly affected by changes in government spending and capital

expenditures by our clients. Any change or downturn that leads to decreased spending on construction

projects including privately funded infrastructure projects, could adversely affect our business and our

results of operations.

41. Contracts awarded to us by government entities are based on standard forms and may contain terms

that favour the government entity.

A major part of our business is dependent on government projects and we sign construction contracts

with such government entities as the client. We have limited ability to negotiate the terms of these

contracts resulting in many terms in such agreements favouring the client. In certain contracts we believe

the present risks to our business are:

non availability of clear dispute resolution mechanisms other than the courts;

to the extent defects in site or geological conditions are unforeseen or latent from our investigations,

design and engineering prior to submitting a bid, we may have to bear the risks associated with such

defects and may not have any recourse to the client;

in many cases, though the client has the discretion to grant time extension and reimburse related

costs, this cannot be enforced by us; and

even though there are contractual recourses available in the contract, the government entity may

have the right to terminate the contract, at any time after serving us with notice.

42. Delays in the acquisition of land by the GoI and/or state government may adversely affect the timely

performance of our obligations under construction contracts leading to disputes with our clients and

corresponding results from operations.

Mainly for our road, irrigation and metro rail projects, our clients are typically required under the

respective contract agreements to arrange the acquisition or lease of, or secure rights of way over tracts

of land for the project from landowners including private persons. Delays by our clients to acquire or

lease or secure rights of way over land may lead to substantial disputes under respective contracts. Similar

delays in land acquisition could delay the construction activities and consequently delay the completion

of these projects. This may lead to disputes and delay in realising our costs and affect our financial and

operating results.

43. Delays associated with collection of receivables from our clients may adversely affect our business and

results of operations.

We have experienced delays in the collection of receivables from our clients due to various reasons. As

of September 30, 2017, the trade receivables stands at ` 26,944.23 lakh, out of which an amount of

`2,863.37 lakh is expected to be realised after a period of 12 (twelve) months.

We may require additional working capital if we are unable to recover our claims on time due to

disagreements or disputes with clients leading to protracted contractual dispute resolution processes

including arbitration and court proceedings which could result in substantial delays in receipt of

corresponding payments where work may have been performed and/or costs incurred. These may result

in increase in the amount of our receivables and short-term borrowings.

43

The construction business involves significant working capital requirements and delay in collection of

receivables could adversely affect our liquidity and financial results.

44. Inability to handle expansion of our business operations or the delayed provision of required resources

by our Company for such expansion could impact our operations and adversely affect our financial

results.

In order to participate in the growth in the infrastructure industry and consequently expand our

operations, we need to augment our organisation, systems and controls commensurate with the size and

nature of business. This growth may pose significant challenges and demands on our management,

financial and other resources. Our ability to successfully implement our business plan would depend on

adequate systems and resources and we will need to continuously develop and improve our financial,

internal accounting and management controls, reporting systems and procedures to grow and expand our

business.

Inability of our Company to provide these key resources or recover our claims in a timely manner would

seriously impact our operations, growth and financial results.

45. Risks associated with execution of large and complex engineering and construction contracts that may

be secured by us.

The current infrastructure market is evolving towards large and complex projects with significant risks

being passed on to the contractor. We provide competitive bids for large infrastructure projects after

assessment of costs and associated risks on these complex projects. However, as a result of various

conditions prevailing during execution of these projects, the estimated financial outcomes may not

materialise.

46. Given the long-term nature of infrastructure projects, we face development and

implementation/completion risk.

A key element of our strategy is to extend our business of infrastructure development. Typically,

infrastructure development projects involve agreements that are long-term in nature.

The implementation of infrastructure projects involves substantial capital expenditure and other risks

associated with major projects, such as cost overruns, delays in implementation and damages payable

therefor, technical and economic viability and changes in market conditions, fixed capital commitments

over a long period of time, any of which may have a material adverse effect on the results of operations

and profitability of our Company.

Further although our Company builds contingencies into our expected total project costs, there can be no

certainty that such contingencies will be sufficient to fund any such costs. Any project delays or cost

overruns on our projects could have a material adverse effect on the results of operations of our Company.

In addition, any project delays or cost overruns could lead to an early termination of the relevant project

contract by our clients.

47. We execute construction projects through unincorporated joint ventures.

Some of our projects are being executed through unincorporated joint ventures with other companies.

These unincorporated joint ventures are not separate legal entities and the liabilities incurred by such

unincorporated joint ventures would be shared jointly and severally by the members of such joint venture

entities. While cross indemnification is usually available between the joint venture members, we could

be exposed to liabilities arising out of defaults by our joint venture member.

48. The nature of our construction business exposes us to liability claims and contract disputes.

We are involved in large projects where default or inadequacies in design, construction or systems

failures can result in injury or damage to third parties. We could face claims for damages if a project

suffers from defects in the quality of our design, engineering or construction. While we maintain

insurance in accordance with industry standards, there can be no assurance that such insurance will be

sufficient to cover liabilities resulting from claims. Any liability in excess of our insurance limits or any

44

loss arising out of uninsured risks could result in additional costs which could affect our financial results.

Further, in the event a client raises a dispute regarding our performance, it may delay or withhold our

payments which, in turn, would affect our financial results.

49. Our operations are sensitive to weather conditions and adverse weather conditions could affect our

business and results of operations

We operate at multiple sites all over the country where we are exposed to risks arising from force majeure

events including, among others, rain, floods, earthquake, landslides and other natural calamities. These

could cause reduced productivity, cessation, evacuation and other hazards and to the extent the losses are

not recoverable from the client under the respective contract and/or our insurance policies, they may

result in additional expenses on the affected projects and may adversely affect our financial condition

and results of operation.

50. Our infrastructure-related contracts and projects carry risks that may not be fully covered by

insurance policies to cover our economic losses. Further some of our, shorter duration contracts, may

not be insured.

Infrastructure-related projects carry a variety of risks that could be due to technical, legal, financial and

other reasons, which may materialise during the execution of the project. Not all of the risks may be

insurable or possible to insure on commercially reasonable terms. Although for most of our Contracts,

our Company has insurances that are customary for construction projects in India, the insurances,

however, may not provide adequate coverage in certain circumstances such as change in value of

contract(s) and is subject to certain deductibles, exclusions and limits on coverage. Should an uninsured

loss or a loss in excess of insured limits occur, our financial results could be affected.

51. Inability to attract, recruit and retain skilled personnel could adversely affect our business and results

of operations.

In the construction business, we are dependent on our key management personnel, including skilled

project management personnel for setting our current operations and sustainable business growth, which

are crucial to our success and business strategy. Similarly, we are dependent on the availability of a large

pool of contract labour. Our ability to meet current and future business growth opportunities depends on

our ability to attract, recruit and retain experienced, talented and skilled professionals as well as the

availability of a sufficient pool of contract labour to execute construction contracts. Due to the current

limited pool of skilled personnel, competition for senior management, functional specialists including

commercial and finance professionals, and engineers in our industry is intense. We may also need to

increase our pay structures and other employee benefit schemes to attract and retain such personnel,

which could affect our profit margins. Further, there can be no assurance that increased salaries will

result in a lower rate of attrition. The loss of the services of our directors, senior management or other

key personnel or our inability to recruit or train a sufficient number of experienced personnel or our

inability to manage the attrition levels in different employee categories may have an adverse effect on

our operations, financial results and business prospects.

52. We could be adversely affected if we fail to keep pace with technical and technological developments

in the construction industry.

The construction industry is now venturing into larger and more complex projects with major

international companies seeking to enter into the Indian market. Arising from the nature of projects and

international competition, the requirement of technology, operating processes as well as compression of

completion schedules would require our Company to continuously anticipate and keep pace with these

changes. While we have integrated management systems in place including continuous improvement

processes, our inability to continuously improve on our operating competencies could erode our

efficiencies and adversely affect our growth and results from operation.

53. We are subject to operational hazards and other risks that could expose us to material liabilities, loss

in revenues and increased costs.

Our business is subject to hazards inherent in providing construction services, such as risk of equipment

failure, work accidents, fire or explosion, including hazards that may cause injury and loss of life, severe

damage to and destruction of property and equipment, and environmental damage.

45

We may also be subject to claims resulting from defects arising from workmanship, procurement and/or

construction services provided by it within the warranty periods, which generally is for upto 12 months

from the completion of work. Actual or claimed defects in equipment procured and/or construction

quality could give rise to claims, liabilities, costs and expenses, relating to loss of life, personal injury,

damage to property, equipment and facilities, pollution, inefficient operating process, loss of production

or suspension of operations. Our policy of covering these risks through contractual limitations of liability,

indemnities and insurance may not always be effective.

54. Our assets have been charged under various financing agreements. A default under any of the

financing agreements may compel the bank or financial institution to sell the asset to recover its loan,

which may lead to fewer assets available to us to avail further bank facilities, which may affect our

financial condition, cash flow and results of operations.

We maintain bank facilities and term loans with banks and other financial institutions to provide us with

general working capital and operational flexibility in connection with our business. We also receive funds

from banks and other financial institutions pursuant to infrastructure project specific loans.

In the event of a default by us on our financing agreements, our charged assets could be seized, leaving

us with fewer assets with which to operate our business, adversely affecting our business prospects.

Further, under our financing agreements a cross default would also constitute an event of default thus.

Any default in fulfilling our obligations to any lender will trigger the cross default obligations with the

other lenders. This could also result in us having difficulty obtaining further working capital finance from

these or other lenders given our lack of substantial additional security capable of being charged and affect

financial condition, cash flows and results of operations.

55. Our flexibility in managing our operations is limited by the regulatory environment in which we

operate.

The infrastructure sector in India, particularly in relation to maritime, road, and port industries, is highly

regulated. Our businesses are regulated by various authorities and state governments, including the

Ministry of Shipping, Road Transport and Highways, the NHAI, state governments and the GoI.

To conduct our infrastructure development business, we must obtain various licences, permits and

approvals. Even when we obtain the required licences, permits and approvals, our operations are subject

to continued review and the governing regulations and their implementation are subject to change. We

cannot assure that we will be able to obtain and comply with all changes in the governing regulations. If

we fail to comply with all applicable regulations or if the regulations governing our infrastructure

development business or their implementation change, we may incur increased costs or be subject to

penalties, which could disrupt their operations and adversely affect our financial results and business

prospects.

The regulatory framework, which consists of regulations and directives issued by government entities,

has changed significantly in recent years and their impact and ramifications are still unclear. We expect

that certain additional reforms, including change of the current regulatory bodies and existing legal

framework, will take place in the next few years. See the section titled “Regulations and Policies”

beginning at page 128.

Further we are subject to the corporate, taxation and other laws in effect in India which require continued

monitoring and compliances. The introduction of additional government control or newly implemented

laws and regulations and our ability to make corresponding adjustments, may result in a material adverse

effect on our business, results of operations and financial condition and our future expansion plans in

India. In particular, decisions taken by regulators concerning economic policies or goals that are

inconsistent with our interests, could adversely affect our results of operations. While we will take

adequate measures, we cannot assure you that we will be able to timely adapt to new laws, regulations

or policies that may come into effect from time to time with respect to the infrastructure projects

specifically and regulatory regime in general. These laws and regulations and the way in which they are

implemented and enforced may change from time to time and there can be no assurance that future

legislative or regulatory changes will not have an adverse effect on our business, results of operations,

financial condition and cash flows.

46

RISKS RELATING TO OUR EQUITY SHARES AND THE ISSUE

1. Applicants to the Issue are not allowed to withdraw their bids after the Bid/Issue Closing Date.

In terms of the SEBI ICDR Regulations, applicants in this Issue are not allowed to withdraw their Bids

after the Bid/Issue Closing Date. The allotment of Equity Shares in this Issue and the credit of such

Equity Shares to the applicant’s demat account with depository participant could take approximately

seven days and up to ten days from the Bid/Issue Closing Date. However, there is no assurance that

material adverse changes in the international or national monetary, financial, political or economic

conditions or other events in the nature of force majeure, material adverse changes in our Company's

business, results of operation or financial condition, or other events affecting the applicant’s decision to

invest in the Equity Shares, would not arise between the Bid/Issue Closing Date and the date of allotment

of Equity Shares in this Issue. The occurrence of any such events after the Bid/Issue Closing Date could

also impact the market price of the Equity Shares. The applicants shall not have the right to withdraw

their Bids in the event of any such occurrence without the prior approval of the SEBI. Our Company may

complete the allotment of the Equity Shares even if such events may limit the applicants’ ability to sell

the Equity Shares after the Issue or cause the trading price of the Equity Shares to decline.

2. Investors in the Equity Shares may not be able to enforce a judgment of a foreign court against our

Company, its directors and key managerial personnel.

Majority of our directors and key managerial personnel are residents of India and all or substantial portion

of our assets are located in India. As a result, it may be difficult for investors outside India to effect

service of process upon us, our directors, executive officers or such experts in countries outside India,

including the United States, or enforce, in Indian courts, judgments obtained in foreign courts, against us

or such persons or entities. See “Enforcement of Civil Liabilities” beginning on page 10.

3. After this Issue and till Allotment, the price of our Equity Shares may be volatile.

The Issue Price will be determined by us in consultation with the BRLM, based on Bids received in

compliance with Chapter VIII of the SEBI ICDR Regulations, and it may not necessarily be indicative

of the market price of the Equity Shares after this Issue is completed. The trading price of our Equity

Shares may fluctuate after this Issue and Allotment due to a variety of factors, including our results of

operations and the performance of our business, competitive conditions, general economic, political and

social factors, the performance of the Indian and global economy and significant developments in India’s

fiscal regime, volatility in the Indian and global securities market, performance of our competitors, the

Indian financial services industry and the perception in the market about investments in the financial

services industry, changes in the estimates of our performance or recommendations by financial analysts

and announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint

ventures, or capital commitments. Due to which the market value of an investor’s investment may

fluctuate

In addition, if the stock markets in general experience a loss of investor confidence, the trading price of

our Equity Shares could decline for reasons unrelated to our business, financial condition or operating

results. The trading price of our Equity Shares might also decline in reaction to events that affect other

companies in our industry even if these events do not directly affect us. Each of these factors, among

others, could adversely affect the price of our Equity Shares. There can be no assurance that an active

trading market for the Equity Shares will be sustained after this Issue, or that the price at which the Equity

Shares have historically traded will correspond to the price at which the Equity Shares are offered in this

Issue or the price at which the Equity Shares will trade in the market subsequent to this Issue.

4. Conditions in Indian stock exchanges may affect the price or liquidity of the Equity Shares.

The Indian stock exchanges have, in the past, experienced substantial fluctuations in the prices of their

listed securities. The Indian stock exchanges have experienced problems that, if they continue or recur,

could affect the market price and liquidity of the securities of Indian companies, including the Equity

Shares. Problems in the past included temporary exchange closures to manage extreme market volatility,

broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian

stock exchanges have from time to time imposed restrictions on the trading of certain securities and

limitations on price movements and margin requirements. Furthermore, disputes have occurred from

time to time between listed companies, stock exchanges and other regulatory bodies, which in some cases

47

may have had a negative effect on market sentiment.

5. There may be less company information available in Indian securities markets than in securities

markets in certain other countries.

There is a difference between the level of regulation, disclosure and monitoring of the Indian securities

markets and the activities of investors, brokers and other participants in markets in the United Kingdom,

the United States and certain other economies. The SEBI is responsible for monitoring, ensuring and

improving disclosure and other regulatory standards for the Indian securities markets and has issued

regulations and guidelines on disclosure requirements, insider trading and other matters. Investors may,

however, have access to less information about our business, results of operations and financial

conditions, on an on-going basis, than investors would have in the case of companies subject to reporting

requirements of certain other countries.

6. There is no guarantee that the Equity Shares issued pursuant to this Issue will be listed on the Stock

Exchanges in a timely manner.

In accordance with Indian law and regulations and the requirements of the Stock Exchanges, in principle

and final approvals for listing and trading of the Equity Shares issued pursuant to this Issue will not be

applied for or granted until after the Equity Shares have been issued and allotted. Approval for listing

and trading will require all relevant documents authorising the issuing of Equity Shares to be submitted.

Accordingly, there could be a failure or delay in listing the Equity Shares on the Stock Exchange. If there

is a delay in obtaining such approvals, we may not be able to credit the Equity Shares allotted to the

investors to their depository participant accounts or assure ownership of such Equity Shares by the

investors in any manner promptly after the Closing Date. In any such event, the ownership of the

investors over Equity Shares allotted to them and their ability to dispose of any such Equity Shares may

be restricted. For further information on issue procedure, see “Issue Procedure” beginning on page 141.

7. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an

Indian company are generally taxable in India. Any gain realised on the sale of listed Equity Shares on a

Stock Exchange held for more than 12 months will not be subject to capital gains tax in India if Securities

Transaction Tax (“STT”) has been paid on the transaction. STT will be levied on and collected by a

domestic Stock Exchange on which the Equity Shares are sold. Any gain realised on the sale of equity

shares held for more than 12 months to an Indian resident, which are sold other than on a recognised

Stock Exchange and on which no STT has been paid, will be subject to long term capital gains tax in

India. Further, any gain realised on the sale of listed Equity Shares held for a period of 12 months or less

will be subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity

Shares will be exempt from taxation in India in cases where the exemption from taxation in India is

provided under a treaty between India and the country of which the seller is resident. Generally, Indian

tax treaties do not limit India‘s ability to impose tax on capital gains. As a result, residents of other

countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the

Equity Shares.

8. SEBI operates an index-based market-wide circuit breaker. Any operation of a circuit breaker may

adversely affect a shareholder's ability to sell, or the price at which it can sell, the Equity Shares at a

particular point in time.

We are subject to an index-based market-wide circuit breaker generally imposed by SEBI Indian stock

exchanges. This may be triggered by an extremely high degree of volatility in the market activity (among

other things). The percentage limit on our circuit breaker is set by the stock exchanges based on the

historical volatility in the price and trading volume of the Equity Shares. The stock exchanges do not

inform us of the percentage limit of the circuit breaker from time to time, and may change it without our

knowledge. This circuit breaker effectively limits the upward and downward movements in the price of

the Equity Shares. Due to the existence of this circuit breaker, there can be no assurance that shareholders

will be able to sell the Equity Shares at their preferred price or at all at any particular point in time.

9. Any future issuance of Equity Shares may dilute the shareholding of investors and any future sales of

Equity Shares by our major shareholders may adversely affect the trading price of the Equity Shares.

48

The future issuance of Equity Shares by our Company, or the disposal of Equity Shares by any of our

major shareholders, including by the Promoter, lenders that have received a pledge of our Equity Shares

as security and are seeking to enforce such security, or the perception that such issuance or sales may

occur, may significantly affect the trading price of the Equity Shares. Except for the restrictions described

in the sections “Placement” and “Description of the Shares”, there is no restriction on our ability to

issue Equity Shares or the ability of any of our shareholders to dispose of, pledge or otherwise encumber

their Equity Shares, and there can be no assurance that we will not issue Equity Shares or that our

shareholders will not dispose of, pledge or otherwise encumber their Equity Shares. Future issuances of

Equity Shares may dilute the shareholding of the investors and may adversely affect the trading price of

the Equity Shares. Subject to applicable law, such securities may also be issued at prices below the then

market price of the Equity Shares.

10. An investor will not be able to sell any of the Equity Shares subscribed in this Issue other than on a

recognised Indian stock exchange for a period of 12 months from the date of Allotment of the Equity

Shares.

Our Company’s Equity Share are currently listed on the BSE and the NSE. Pursuant to the SEBI ICDR

Regulations, for a period of 12 months from the date of the Allotment of the Equity Shares under this

Issue, QIBs subscribing to the Equity Shares may only sell their Equity Shares through Stock Exchange

mechanism and may not enter into any off market trading in respect of these Equity Shares. Further,

allotment to FVCIs, VCFs and AIFs are subject to applicable rules and regulations, including in relation

to lock-in. We cannot be certain that these restrictions will not have an impact on the price and liquidity

of the Equity Shares.

11. The ability of the investors to sell Equity Shares that they acquire in this Issue is restricted by the

transfer restrictions set forth in the Preliminary Placement Document.

No actions have been taken by our Company in order to permit a public offering of the Equity Shares in

any jurisdiction including India. The Equity Shares are subject to restrictions on transferability and resale.

The investors are required to observe these restrictions, which are set forth in this Preliminary Placement

Document under the section titled ‘Transfer Restrictions’ beginning on page 159. Our Company We will

not be obligated to recognize any acquisition, transfer or resale of the Equity Shares made other than in

compliance with the restrictions set forth herein

12. Since our Equity Shares are quoted in Indian Rupees in India, investors may be subject to potential

losses arising out of exchange rate risk on the Indian Rupee and risks associated with the conversion

of Indian Rupee proceeds into foreign currency.

Foreign investors are subject to currency fluctuation risk and convertibility risk since the Equity Shares

are quoted in Indian Rupees on the Indian stock exchanges on which they are listed. Dividends on the

Equity Shares will also be paid in Indian Rupees. In addition, investors that seek to sell Equity Shares

will have to obtain approval from RBI, unless the sale is made on one of the Stock Exchanges or in

connection with an offer made under the Takeover Code. The volatility of the Indian Rupee against the

U.S. Dollar and other currencies subjects investors who convert funds into Indian Rupees to purchase

our Equity Shares to currency fluctuation risks.

13. Sales of our securities by the existing shareholders may lower the prices of shares.

The market price of our Equity Shares could decline as a result of sale of our Equity Shares or the

perception that such sale could occur in the future. Sale of Equity Shares by existing shareholders may

also make it more difficult for the investors to sell equity shares in the future.

RISKS RELATING TO INDIA AND ABROAD

1. Public companies in India, including our Company, are required to prepare financial statements

under IFRS or Ind AS. The transition to Ind AS in India is very recent and still unclear and our

Company may be negatively affected by such transition.

Public companies in India, including our Company, are required to prepare annual and interim financial

statements under Indian Accounting Standard 101 “First-time Adoption of Indian Accounting Standards

(“Ind AS”). On January 2, 2015, the Ministry of Corporate Affairs, Government of India (the “MCA”)

49

announced the revised roadmap for the implementation of IndAS (on a voluntary as well as mandatory

basis) for companies other than banking companies, insurance companies and non-banking finance

companies through a press release (the “Press Release”). Further, on February 16, 2015, the MCA has

released the Companies (Indian Accounting Standards) Rules, 2015 (the “Ind AS Rules”) which has

come into effect from April 1, 2015. The Ind AS Rules provide for voluntary adoption of Ind AS by

companies in fiscal 2015. Ind AS will be required to be implemented on a mandatory basis by companies.

The timing of such mandatory implementation depends inter alia on the net worth of the companies and

whether the company has securities listed or not. In preparing their first annual financial statements under

Ind AS, companies in India, including ourselves, will be required to prepare annual as per Indian

Accounting Standard 101 “First-time Adoption of Indian Accounting Standards. The recognition and

measurement principles of Ind AS (including IND AS 101) will also be applicable in the preparation of

our interim financial results. Further, from January 1, 2017 onwards, our Company has prepared its

financials as per Ind AS. For further discussion on effect of adoption of Ind AS on our Company’s results,

please refer ‘Summary of key differences between Indian GAAP and Ind AS’ on page 86.

There is not yet a significant body of established practice on which to draw informing judgments

regarding its implementation and application. Additionally, Ind AS differs in certain respects from IFRS

and Indian GAAP and therefore financial statements prepared under Ind AS may be substantially

different from financial statements prepared under IFRS and Indian GAAP. There can be no assurance

that our financial condition, results of operation, cash flow or changes in shareholders’ equity will not be

presented differently under Ind AS than under Indian GAAP or IFRS. When we adopt Ind AS reporting,

we may encounter difficulties in the ongoing process of implementing and enhancing our management

information systems. There can be no assurance that the adoption of Ind AS by us will not adversely

affect its results of operation or financial condition and hence the financials of the current financial year

will not be comparable to the financials of the previous financial year.

2. Our business and activities may be regulated by the Competition Act, 2002.

The Competition Act, 2002, as amended ("Competition Act"), was enacted for the purpose of preventing

practices having an adverse effect on competition in India and has mandated the Competition

Commission of India ("CCI") to regulate such practices. Under the Competition Act, any arrangement,

understanding or action, whether formal or informal, which causes or is likely to cause an appreciable

adverse effect on competition in India is void and may result in substantial penalties. Any agreement

among competitors which directly or indirectly determines purchase or sale prices, directly or indirectly

results in bid rigging or collusive bidding, limits or controls production, supply, markets, technical

development, investment or the provision of services, or shares the market or source of production or

provision of services in any manner, including by way of allocation of geographical area or types of

goods or services or number of customers in the relevant market or any other similar way, is presumed

to have an appreciable adverse effect on competition in the relevant market in India and shall be void.

The Competition Act also prohibits the abuse of dominant position by any enterprise. Further, if it is

proved that any contravention committed by a company took place with the consent or connivance or is

attributable to any neglect on the part of, any director, manager, secretary or other officer of such

company, that person shall be guilty of the contravention and may be punished. It is unclear as to how

the Competition Act and the CCI will affect the business environment in India.

Consequently, all agreements entered into by us may fall within the purview of the Competition Act.

Further, the CCI has extraterritorial powers and can investigate any agreements, abusive conduct or

combination occurring outside India if such agreement, conduct or combination has an appreciable

adverse effect on competition in India. The applicability of any provision of the Competition Act, or any

enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to

scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the

Competition Act, may adversely affect our business, results of operations and prospects.

3. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax

laws and regulations, may adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by unfavourable changes in or

interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and

our business. Please refer to "Regulations and Policies" on page 122 of this Preliminary Placement

Document for details of the laws currently applicable to us.

There can be no assurance that the Government of India may not implement new regulations and policies

50

which will require us to obtain approvals and licenses from the Government of India and other regulatory

bodies or impose onerous requirements and conditions on our operations. Any such changes and the

related uncertainties with respect to the applicability, interpretation and implementation of any

amendment to, or change to governing laws, regulation or policy in the jurisdictions in which we operate

may have a material adverse effect on our business, financial condition and results of operations. In

addition, we may have to incur expenditures to comply with the requirements of any new regulations,

which may also materially harm our results of operations. Any unfavourable changes to the laws and

regulations applicable to us could also subject us to additional liabilities.

The application of various Indian tax laws, rules and regulations to our business, currently or in the

future, is subject to interpretation by the applicable taxation authorities. If such tax laws, rules and

regulations are amended, new adverse laws, rules or regulations are adopted or current laws are

interpreted adversely to our interests, the results could increase our tax payments (prospectively or

retrospectively) and/or subject us to penalties.

Further, the Government of India has implemented the Goods and Services Act, 2017 with effect from

July 1, 2017 that combines taxes and levies by the central and state Governments into a unified rate

structure. While the Government of India and other state governments have announced that all committed

incentives will be protected following the implementation of the GST, given that the said act has been

notified recently and is still in the process of implementation, which may be affected by any disagreement

between certain state governments, which may create uncertainty. Any such future increases or

amendments may affect the overall tax efficiency of companies operating in India and may result in

significant additional taxes becoming payable.

4. We are subject to stringent labour laws and trade union activity. Our business may be affected due to

disputes with our labours/employees.

The various geographies in which we operate have stringent labour legislation that protects the interests

of workers, including legislation that sets out detailed procedures for discharge of employees and dispute

resolution and imposes financial obligations on employers upon employee layoffs. As a result of such

stringent labour regulations, it is difficult for us to maintain flexible human resource policies, discharge

employees or downsize, which may adversely affect our business, financial condition and results of

operations.

In addition to our permanent employees we also employ labour for execution of our projects and the

number of contract labourers may vary from time to time depending on the nature and quantum of work

involved. There is no trade union for the Company’s full-time employees. We cannot assure you that any

disputes, work stoppages or strikes will not arise in the future. Increases in our labour costs and future

disputes with our employees could adversely affect our business, financial condition or results of

operations.

5. Terrorist attacks, communal disturbances, civil unrest, piracy and other acts of violence or war

involving India and other countries or the occurrence of natural or man-made disasters may adversely

affect the financial markets and our business.

The occurrence of natural disasters, including hurricanes, floods, tsunamis, earthquakes, tornadoes, fires,

explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions,

may adversely affect our financial condition or results of operations. Terrorist attacks and other acts of

violence or war may negatively affect the Indian markets on which our Equity Shares trade and also

adversely affect the worldwide financial markets. These acts may also result in a loss of business

confidence, and adversely affect our business. In addition, any deterioration in relations between India

and its neighbouring countries might result in investor concern about stability in the region, which may

adversely affect the price of our Equity Shares.

The potential impact of a natural disaster such as the H5N1 "avian flu" virus, or H1N1, the swine flu

virus, MERS (Middle East Respiratory Syndrome), Zika, the mosquito virus, on our results of operations

and financial position is speculative, and would depend on numerous factors. Although the long-term

effect of such diseases cannot currently be predicted, previous occurrences of avian flu, swine flu, MERS

and Zika had an adverse effect on the economies of those countries in which they were most prevalent.

In the case of any of such diseases, should the virus mutate and lead to human-to-human transmission of

the disease, the consequence for our business could be severe. An outbreak of a communicable disease

51

in India or in the particular region in which we have projects would adversely affect our business and

financial conditions and the result of operations. We cannot assure prospective investors that such events

will not occur in the future or that our business, results of operations and financial condition will not be

adversely affected.

Some states in India have also witnessed civil unrest including communal disturbances in recent years

and it is possible that future civil unrest as well as other adverse social, economic and political events in

India may have a negative impact on us. Such incidents may also create a greater perception that

investment in Indian companies involves a higher degree of risk and may have an adverse impact on our

business and the price of our Equity Shares.

6. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise debt

financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating

agencies may adversely affect our ability to raise additional financing and the interest rates and other

commercial terms at which such additional financing is available. This may have an adverse effect on

our capital expenditure plans, business and financial performance.

7. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability

to attract foreign investors, which may adversely impact the market price of our Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-

residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing

and reporting requirements specified by the RBI. If the transfer of shares is not in compliance with such

pricing or reporting requirements and does not fall under any of the exceptions, then the prior approval

of the RBI will be required. Additionally, shareholders who seek to convert Rupee proceeds from a sale

of shares in India into foreign currency and repatriate that foreign currency from India which will require

a no objection or a tax clearance certificate from the income tax authority. We cannot assure you that

any required approval from the RBI or any other Government agency can be obtained on any particular

terms or at all.

8. We or other intermediaries may be required to withhold U.S. tax on payments made on the Equity

Shares to certain non-U.S. financial institutions after December 31, 2016.

Under certain provisions of the U.S. Internal Revenue Code (commonly referred to as “FATCA”), we

may be subject to a 30% U.S. withholding tax on certain payments we receive unless we enter into an

agreement (an “FFI agreement”) with the U.S. Internal Revenue Service (the “IRS”) pursuant to which

we may be required to report to the IRS, information about any of our “United States accounts” and

comply with certain procedures to be determined by the IRS. We may enter into such an agreement with

the IRS and thereby become a participating foreign financial institution (“participating FFI”) unless we

otherwise become eligible for an exemption (e.g., pursuant to an intergovernmental agreement between

the United States and India). The U.S. Treasury Department and the IRS recently issued regulations that

implement certain provisions of FATCA. Under FATCA and the regulations, if we enter into an FFI

agreement, we (or another intermediary that is a participating FFI) may be required, pursuant to our FFI

agreement, to withhold 30% U.S. withholding tax from any payment made on the Equity Shares after

December 31, 2016, to the extent the payment is considered to be a “foreign pass thru payment,” but

only if such payment is made to a “foreign financial institution” (which is broadly defined for this purpose

and in general includes investment vehicles) that is not a participating FFI. Under current regulations,

the term “foreign pass thru payment” is not defined and it is not yet clear whether or to what extent

payments on the Equity Shares will be treated as “foreign pass thru payments”. Holders of Equity Shares

should consult their own tax advisors regarding the application of FATCA to an investment in the Equity

Shares and their ability to obtain a refund of any amounts withheld under FATCA. The above is based

on our understanding of FATCA, which is complex new legislation, and its application to us is uncertain

at this time.

52

MARKET PRICE INFORMATION

Our Equity Shares are listed and traded on BSE and NSE. The stock market data presented below is given for the

BSE and the NSE separately. As of the date of this Preliminary Placement Document, 15,51,57,900 Equity Shares

of ₹ 1 each were issued; 15,51,57,900 Equity Shares of ₹ 1 each were paid up and outstanding.

The following tables set forth the reported high, low, the number of Equity Shares traded and the total trading

volume on the dates on which such high and low prices were recorded and the average closing prices of the Equity

Shares, on the BSE and the NSE during the fiscal years ended 2017, 2016 and 2015.

NSE

Fisca

l

High

(₹)

Date of

high

Number of

Equity

Shares

traded on

the date of

high

Total

turnove

r on

date of

high (₹

lakh)

Low

(₹)

Date of

low

Numbe

r of

Equity

Shares

traded

on the

date of

low

Total

turnove

r on

date of

low

(₹lakh)

Averag

e of

Closing

Prices

during

the

Period

(₹)

Total

number of

Equity

Shares

traded in

the period

Total

Turnover

in the

period

In number In ₹ lakh

2017 218.95 Decembe

r 28,

2017

142,611 310.54 147.65 August

9, 2017

243,651 368.29 174.04 55,607,946 98,618.38

2016 163.95 August

10, 2016

1,910,123 2,808.55 83.10 Februar

y 12,

2017

83,455 73.37 128.33 44,647,903 58,217.54

2015 896.70 August 6,

2015

147,742 1,226.08 59.50 August

25,

2015

157,568 111.13 461.09 26,653,158 60,484.01

Source: www.nseindia.com

* Average of the daily closing price

(1) High is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the

volume is higher has been considered.

(2) Low is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the

volume is higher has been considered.

BSE

Fiscal High

(₹)

Date of

high

Number

of

Equity

Shares

traded

on the

date of

high

Total

turnover

on date of

high

(₹lakh)

Low

(₹)

Date

of low

Number

of

Equity

Shares

traded

on the

date of

low

Total

turnover

on date

of low

(₹lakh)

Average

of

Closing

Prices

during

the

Period

(₹)

Total

number of

Equity

Shares

traded in

the period

Total

Turnover

in the

period

In number In ₹ lakh

2017 218.35 Decembe

r 28,

2017

15,473 33.59 148.10 Augus

t 9,

2017

196,071 294.26 173.74 14,918,043 27,088.44

2016 165.00 August

10, 2016

374,510 558.70 83.30 Februa

ry 12,

2016

12,900 11.30 128.16 8,684,073 11,203.53

2015 890.00 August

6, 2015

32,226 266.79 61.00 Augus

t 25,

2015

50,492 36.70 460.45 7,863,796 18,903.86

Source: www.bseindia.com

* Average of the daily closing price

(1) High is based on the Daily Closing price. In case the price is the same on 2 dates then the date on which the

volume is higher has been considered.

(2) Low is based on the Daily Closing price. In case the price is the same on 2 dates then the date on which the

volume is higher has been considered.

(iii) The following tables set forth the reported high, low, the number of Equity Shares traded and the total

53

trading volume on the dates on which such high and low prices were recorded and the average closing

prices of the Equity Shares, on the NSE and the BSE during the last six months:

NSE

Mon

th

year

High

(₹)

Date

of

high

Number of

Equity

Shares

traded on

date of

high

Total

turnover

on date of

high

(₹lakh)

Low

(₹)

Date of

low

Number

of Equity

Shares

traded on

date of

low

Total

turnover

on date of

low

(₹lakh)

Averag

e of

Closing

Prices

for the

Period

(₹)

Total Equity Shares

traded in the period

(In figures) (In ₹ in

lakh)

Dec

- 17

218.95 Dece

mber

28,

2017

142,611 310.54 202.00 December

19, 2017

63,877 129.55 207.08 6,172,038 12,774.52

Nov

-17

235.20 Nov

emb

er

13,

2017

1,078,018 2,337.64 179.50 November

2, 2017

809,616 1,488.67 201.59 94,84,523 18,966.81

Oct-

17

182.75 Octo

ber

31,

2017

956,926 1,691.21 164.50 October

23, 2017

103,102 171.95 170.58 3,746,514 6,444.76

Sep-

17

182.50 Sept

emb

er

15,

2017

882,092 1,528.11 159.50 September

19, 2017

500,969 825.37 168.24 5,575,326 9,373.94

Aug

-17

168.00 Aug

ust

18,

2017

98,618 159.58 146.50 August 9,

2017

243,651 368.29 159.70 3,291,501 5,220.34

Jul-

17

179.95 July

7,

2017

134,281 236.48 160.45 July 24,

2017

180,492 293.68 169.32 3,395,944 5,769.75

Source: www.nseindia.com

* Average of the daily closing price

(1) High is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the

volume is higher has been considered.

(2) Low is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the

volume is higher has been considered.

BSE

Mo

nth

yea

r

High

(₹)

Date of

high

Numbe

r of

Equity

Shares

traded

on date

of high

Total

turnov

er on

date of

high

(₹lakh)

Low (₹) Date of

low

Number

of

Equity

Shares

traded

on date

of low

Total

turnov

er on

date of

low

(₹lakh)

Avera

ge of

Closin

g

Prices

for the

Period

(₹)

Total Equity Shares

traded in the period

(In figures) (In ₹ in

lakh)

De

c-

17

218.35 Decembe

r 28,

2017

15,473 33.59 201.20 Decembe

r 19,

2017

19,442 39.34 206.69 3,827,176 7,854.55

No

v-

17

234.9 Novemb

er 13,

2017

118,117 260.67 179.35 Novemb

er 2,

2017

47,271 87.04

201.20 1,930,425 3,947.42

Oct

-17

183.00 October

31, 2017

47,682 85.53 164.00 October

23, 2017

4,626 7.70 36197

6

620.40 620.40

54

Mo

nth

yea

r

High

(₹)

Date of

high

Numbe

r of

Equity

Shares

traded

on date

of high

Total

turnov

er on

date of

high

(₹lakh)

Low (₹) Date of

low

Number

of

Equity

Shares

traded

on date

of low

Total

turnov

er on

date of

low

(₹lakh)

Avera

ge of

Closin

g

Prices

for the

Period

(₹)

Total Equity Shares

traded in the period

(In figures) (In ₹ in

lakh)

Sep

-17

181.40 Septemb

er 15,

2017

108,667 188.27 160.10 Septemb

er 1,

2017

12,456 20.23 167.76 614,728 1,038.27

Au

g-

17

167.00 August

1, 2017

3,729 6.13 146.55 August

9, 2017

196,071 294.26 159.40 1,076,162 1,675.86

Jul-

17

179.30 July 3,

2017

40,961 72.17 160.40 July 24,

2017

27,602 44.89 169.08 378,277 644.82

Source: www.bseindia.com

* Average of the daily closing price

(1) High is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the

volume is higher has been considered.

(2) Low is based on the daily Closing price. In case the price is the same on 2 dates then the date on which the

volume is higher has been considered.

(i) The following table sets forth the market price on the Stock Exchanges on September 22, 2017, the

first working day following the approval of the Board of Directors for the Issue:

BSE NSE

Date Open High

Low

Close

Traded

Volum

e

(No. of

Shares)

Turno

ver

(₹ in

lakh)

Open

High

Low

Close

Trade

d

Volum

e

(No. of

Shares

)

Turnove

r

(₹in

lakh)

September

22, 2017 165.55 167.25 164.50 165.65 18,677 30.95 169.00 169.05 164.20 166.45 105,247 174.92

Source: www.nseindia.com, www.bseindia.com

55

USE OF PROCEEDS

The gross proceeds from the Issue will be ₹ [●] lakh. The net proceeds from the Issue after deducting fees,

commissions and expenses of approximately ₹ [●] lakh, will be approximately ₹ [●] lakh (“Net Proceeds”).

Subject to compliance with applicable laws and regulations, our Company has undertaken to use the net proceeds

of the Issue to meet its long term working capital and capital expenditure requirements, in connection with the

Company’s business ventures including but not limited to investments by way of equity participation in special

purpose vehicle(s), in joint ventures / consortiums with various parties, repayment of debts, general corporate

purposes and for such other purposes as may be permitted by applicable laws.

The Net Proceeds are not proposed to be utilised towards any specific project. Accordingly, the disclosure

requirements under para 8(a) (b) and (c) of Schedule XVIII the SEBI ICDR Regulations are not applicable.

In accordance with the decision of our Company’s Board, our Company’s management will have the flexibility

in deploying the net proceeds received by our Company from the Issue. Pending utilization of proceeds of the

issue as described above, if any, the Company intends to temporarily invest the funds in high quality, interest/

dividend bearing instruments, including deposits with Banks and investment in liquid and debt mutual funds for

the applicable period in compliance with the applicable laws and regulations, as approved by the Board in

accordance with the investment policy and applicable laws.

Neither our Promoter nor our Directors will make any financial contribution either as part of the Issue or separately

in furtherance of the objects of the Issue.

56

CAPITALIZATION STATEMENT

Our authorized capital is ₹ 7,500 lakh divided into ₹ 3,000 lakh Equity Shares of ₹ 1 each and ₹450 lakh

Preference Shares of ₹10 each. As of the date of this Preliminary Placement Document 15,51,57,900 Equity Shares

of ₹ 1 each were paid up and outstanding.

The following table sets forth our Company’s capitalisation and total debt, on a consolidated basis, as on

December 31, 2016, and as adjusted to give effect to the Issue. This table should be read with the chapter titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other

financial information contained in the chapter titled “Financial Statements” beginning on pages 60 and 194,

respectively.

(₹in lakh)

Particulars As at 31 December 2016 As at 31 December 2016, as

adjusted for the Offering*

As per Consolidated

Financial

Statements

As per Consolidated

Financial

Statements

Short Term Borrowings (A) 37,105.85 []

Long Term Borrowings (B) 4,062.13 []

Current Maturities of Long Term Borrowings (C) 5,131.01 []

Total Long Term Borrowings (D=B+C) 9,193.14 []

Total Borrowings (E=A+D) 46,298.99 []

Shareholder’s Funds: []

- Share Capital (F) 1,551.58 []

- Securities Premium (G) 45,556.44 []

- Reserves and Surplus (H) 7,963.95 []

Total Shareholders' Funds (I=F+G+H)

(excluding borrowed funds)

55,071.97 []

Total Capitalisation (J=E+I) 101,370.96 []

Debt - equity ratio: (K=D/I) 0.17 []

Debt - equity ratio: (L=E/I) 0.84 []

Notes:

1. Shareholder’s fund represents the sum of Share Capital, Securities Premium, Reserves and Surplus as

mentioned in the table herein above, which included includes the general reserve and the profit or loss.

2. Total borrowings represent the sum of Short Term Borrowings, Long Term Borrowings and Current

Maturities of Long Term Borrowings

*Will be inserted once the Issue Price is determined

57

CAPITAL STRUCTURE

The share capital of our Company, as on the date of this Preliminary Placement Document is set forth below:

No. Particulars Amount (In ₹lakh)

Aggregate nominal value

A. Authorised Share Capital

30,00,00,000 Equity Shares of ₹ 1 each 3,000.00

4,50,00,000 Preference Share of ₹ 10 each 4,500.00

B. Issued Share Capital before the Issue

15,51,57,900 Equity Shares of ₹ 1 each 1,551.83

C. Subscribed and Paid – up Share Capital before the Issue

15,51,57,900 Equity Shares of ₹ 1 each 1,551.58

D. Present Issue in terms of this Preliminary Placement

Document(a)

Issue of [●] Equity Shares of ₹ 1 each [●]

D. Issued, Subscribed and Paid-Up Share Capital after the Issue

[●] Equity Shares of ₹1 each [●]

E. Securities Premium Account

Before the Issue 45,556.44

After the Issue(b) [●]

Notes:

(a) The Issue has been authorised by the Board of Directors vide a resolution passed at its meeting held on

September 21, 2017 and by the shareholders of our Company vide a special resolution passed pursuant to

sections 42 and 62(1)(c) of the Companies Act through postal ballot on December 12, 2017.

(b) The Securities Premium Account after the Issue is calculated net of adjustments for estimated issue expenses

of approximately ₹ [●].

NOTES TO THE CAPITAL STRUCTURE

1. History of Equity Share Capital of our Company

The history of the equity share capital of our Company is provided in the following table:

Date of Issue/

Allotment Shares

Face

Value

(`)

Issue

Price

(`)

Consideration Mode of

Allotment

Identity of

Allottees

Number %

July 20, 1978 100 0.00 10 10 Cash Subscription

to the MOA

CCL* and

others

February 12,

1980

3,92,000 3.40 10 10 Cash Public Issue UTI, GIC,

Employees,

Directors

and Public

February

12,1980

4,08,000 3.54 10 10 Other than cash Amalgamati

on Scheme

CCL

May 16, 1984 4,80,060 4.17 10 - Other than cash Bonus Issue CCL and

Public

November 1,

1994

12,80,160 11.12 10 - Other than cash Bonus Issue CCL and

Public

March 10,

1998

20,46,198 17.77 10 200 Cash Rights Issue CCL and

Public

November 5, 3 0.00 10 200 Cash Rights Issue Public

58

Date of Issue/

Allotment Shares

Face

Value

(`)

Issue

Price

(`)

Consideration Mode of

Allotment

Identity of

Allottees

Number %

1999

March 6, 2003 40 0.00 10 200 Cash Rights Issue Public

November 13,

2006

11,51,539 10.00 10 490 Cash Rights Issue ITD and

Public

December 31,

2007

57,57,690 50.00 10 425 Cash Rights Issue ITD and

Public

September 4,

2014

40,00,000 34.73 10 360 Cash By way of a

qualified

institutional

placement

Qualified

Institutiona

l Buyers

Pursuant to the approval of the members at the 37th Annual General Meeting of the Company held on May 13,

2015 to the sub-division of the Equity Shares of the Company, each Equity Share of nominal face value of ₹10

each was sub-divided to 10 (ten) Equity Share of ₹1 each. The effective date for the said sub-division was 24

August 2015.

Total 15,51,57,900

*The Cementation Company Limited, U.K

2. Equity Shares issued for consideration other than cash by our Company

In the last one year preceding the date of this Preliminary Placement Documents, our Company has not

issued any Equity Shares for consideration other than cash.

59

DIVIDEND POLICY

Under the Companies Act, an Indian company may pay dividend only upon a recommendation by its board of

directors and approval by a majority of its shareholders at the annual general meeting. As permitted by the Articles

of Association of our Company, the Board declares and pays interim dividends. Under the Companies Act, a

company may pay dividends only out of its profits in the year in which the dividend is declared or out of the

undistributed profits or reserves of prior fiscal years or out of both.

The following table sets forth details regarding the dividend paid by our Company on the Equity shares for Fiscal

Years 2016, 2015 and 2014:

Particulars Year ended

December 31, 2016

Year ended

December 31,

2015

Year ended

December 31,

2014

Face Value of Equity Share (₹ per share) 1.00 1.00 10.00

Dividend per equity Share (in ₹) 0.30 Nil Nil

Total Dividend declared (₹ in lakhs) 465.47 Nil Nil

Dividend Distribution Tax on above (₹

in lakhs)

94.76 Nil Nil

Rate of Dividend (%) 30.00 Nil Nil

Approved by the shareholders on 11 May 2017 Not applicable Not applicable

Future Dividends

Our Company has a divdend distribution policy in compliance with Regulation 43A of the SEBI LODR

Regulations which mandates the top 500 listed companies based on market capitalization calculated as on March

31 of every financial year to formulate a dividend distribution policy. The policy has been approved by the Board

of Directors of the Company in its meeting held on November 9, 2016 and is applicable from the financial year

ended December 31, 2016.

For a summary of certain Indian tax consequences of dividend distributions to shareholders, see the chapter titled

“Taxation” beginning on page 171.

60

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 our

Audited Consolidated Financial Statements for the Fiscal 2016, 2015 and 2014 and the consolidated unaudited

financial results for the nine months ended September 30, 2017 including the notes thereto and reports thereon,

each included in this document. You should also read “Risk Factors”, and “Forward Looking Statements” on

pages 29 and 13, both of which discuss a number of factors and contingencies that could affect our financial

condition, results of operations and cash flows. The amounts derived from the Audited Consolidated Financial

Statements included herein are presented in ₹ lakh, which is the manner in which the numbers are presented in

our financial statements for Fiscal 2016, Fiscal 2015 and Fiscal 2014. The figures disclosed herein for the nine

months ended September 30, 2017 are based on consolidated unaudited financial results, which was filed with

the Stock Exchanges under the SEBI Listing Regulations. As per the option given to our Company under

Regulation 33 of the SEBI Listing Regulations, our Company opted to publish the standalone and consolidated

unaudited financial results for the nine months ended September 30, 2017. All information in relation to the nine

months ended September 30, 2017 and September 30, 2016 is given on a consolidated basis. Unless stated

otherwise, all information in relation to Fiscal 2015, 2016 and 2017 is given on a consolidated basis.

Our Audited Consolidated Financial Statements have been prepared in accordance with Indian GAAP. Since

January 1, 2017, we have been required to prepare our financial statements in accordance with Ind AS. Ind AS is

different in many respects from Indian GAAP. See “Risk Factors— Significant differences exist between Indian

GAAP and Ind AS, which may be material to investors’ assessments of our financial condition” on page 29. For

the purpose of this chapter, we have relied on numbers prepared in accordance with Indian GAAP for the Fiscal

2016.

Our fiscal ends on December 31 of each year. Accordingly, all references to a particular fiscal year are to the 12

months ended December 31 of that year.

Overview:

We are one of the leading civil engineering, contracting and construction organizations providing integrated

design, engineering, procurement and construction services, for over eight decades, for infrastructure development

projects in India. Our current business covers major infrastructure areas including maritime structures, highways,

bridges and flyovers, urban infrastructure projects/mass rapid transit systems, specialist engineering works,

hydroelectric power projects, tunnels and dams, irrigation projects, industrial civil works, airports and civil works

of water and waste water projects.

Our focus areas, in relation to civil engineering, for providing design, engineering, procurement and construction

services under each segment are as follows:

Urban infrastructure/

MRTS Construction of civil and building structures for mass rapid transportation

systems (“MRTS”)

Construction of tunnels, underground railway stations and installation of

track;

Construction of integrated passenger terminals and allied services at

airports.

Maritime Structures Construction of jetties, dolphins and service platforms;

Construction of quay, berths on concrete and steel piles as well as solid

gravity type wharf structures;

Construction of ship lift, dry dock, wet basin (in complete marine

condition) and inclined berth;

Break water and piled approach trestles;

Steel pipes (vertical and raker), bored cast in-situ pile;

Undersea ground improvement;

Dredging and land reclamation;

Coastal erosion protection and rock bund.

Hydroelectric power

projects, tunnels, dams and

irrigation projects

Construction of concrete and masonry dams, micro tunnelling, earth fill

embankments, irrigation canal structures and hydro tunnels;

Construction of hydroelectric power stations.

61

Industrial structures and

buildings Construction of plant buildings for power, steel, refineries and fertilizer

sectors;

Civil works for water treatment and water intake systems;

Buildings for educational institutions, hospitals, shopping malls and IT

parks.

Specialist Engineering Foundation and specialist works including geotechnical investigations,

piling, diaphragm walling, sand wicks / band drains, vibro-floatation stone

columns / vibro compaction, drilling and grouting, rock / soil anchors,

colcrete, gunite / shotcrete, grouted mattress, repairs, tube heading and

box pushing.

Highways, bridges and

flyovers Construction of roads, bridges and flyovers.

A. Basis of preparation and Principles of Consolidation

i. Basis of Preparation of Consolidated Financial Statements

The Consolidated Financial Statements have been prepared to comply in all materials respects with the

accounting standards notified by the Companies (Accounting Standards) Rules, 2006 read with Rule 7

to the Companies (Accounts) Rules 2014 in respect of Section 133 of the Companies Act, 2013. The

consolidated financial statements are prepared under the historical cost convention, on an accrual basis

of accounting.

The accounting policies applied are consistent with those used in the previous year.

The consolidated financial statement comprises the financial statements of ITD Cementation India

Limited (“the Holding Company”) and its subsidiary (the Holding Company and its subsidiary together

referred to as “the Group”) and unincorporated jointly controlled entities.

ii. Principles of Consolidation

The consolidated financial statements have been prepared on the following basis:

a. The financial statements of the Holding Company and its subsidiary company have been

consolidated on a line by line basis by adding together the book values of like items of assets,

liabilities, income and expenses, after eliminating intra-group balances/ transactions and

elimination of resulting unrealized profits in accordance with Accounting Standard (‘AS’) - 21

‘Consolidated Financial Statements’ notified by the Companies (Accounting Standards) Rules,

2006 read with Rule 7 to the Companies (Accounts) Rules 2014 in respect of Section 133 of the

Companies Act, 2013.

b. The Interests in Joint Ventures which are in the nature of unincorporated jointly controlled

entities have been consolidated by using the proportionate consolidation method on a line by

line basis by adding together the book values of like items of assets, liabilities, income and

expenses, after eliminating intra-group balances/ transaction and elimination of resulting

unrealized profits in accordance with AS 27 - ‘Financial Reporting of Interests in Joint

Ventures’ notified by the Companies (Accounting Standards) Rules, 2006 read with Rule 7 to

the Companies (Accounts) Rules 2014 in respect of Section 133 of the Companies Act, 2013.

c. Consolidated financial statements are prepared using uniform policies for like transaction and

other events in similar circumstances and are presented, to the extent possible, in the same

manner as the Company’s separate financial statements.

d. Notes to the consolidated financial statements, represents notes involving items which are

considered material and are accordingly duly disclosed. Materiality for the purpose is assessed

in relation to the information contained in the consolidated financial statement. Further,

additional statutory information disclosed in separate financial statements of the subsidiary and/

or a parent having no bearing on the true and fair view of the consolidated financial statement

has not been disclosed in the consolidated financial statements.

62

e. The difference between the cost to the Group of investment in subsidiary and joint ventures and

the proportionate share in the equity of the investee company as at the date of the acquisition of

stake is recognized in the consolidated financial statements as goodwill or capital reserve, as

the case may be. Goodwill arising on consolidation is tested for impairment annually.

B. Accounting estimates

The preparation of the consolidated financial statements in conformity with generally accepted

accounting principles requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent liabilities as at the date of consolidated

financial statements and the results of operation during the reported year. Although these estimates are

based upon management’s best knowledge of current events and actions, actual results could differ from

these estimates which are recognised in the year in which they are determined

C. Fixed assets

Tangible assets are stated at cost, less accumulated depreciation and impairment losses, if any. Cost

comprises the purchase price and any attributable cost of bringing the asset to its working condition for

its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of

time to get ready for its intended use are also included to the extent they relate to the period till such

assets are ready to be put to use.

Subsequent expenditures related to an item of tangible asset are added to its book value only if they

increase the future benefits from the existing asset beyond its previously assessed standard of

performance.

Capital work in progress represents expenditure incurred in respect of capital projects under development

and are carried at cost. Cost includes related acquisition expenses, construction cost and other direct

expenditure.

D. Depreciation on tangible fixed assets

i. Depreciation on tangible assets is provided on straight line basis at useful life prescribed in Schedule II

to the Companies Act, 2013 on a pro-rata basis. However, certain class of plant and machinery are

depreciated on the useful life different from the useful life prescribed in Schedule II to the Companies

Act, 2013 having regard to useful life of those assets in construction projects based on the management’s

experience of use of those assets which is in line with industry practices.

ii. Leasehold improvements are amortized over the lease period or useful life whichever is lower.

iii. Depreciation for additions to/deductions from, owned assets is calculated pro rata from/to the day of

additions/deductions.

iv. In case of Joint Ventures, depreciation on fixed assets is provided on straight-line method at the rates

determined as per the useful lives of the respective assets and the life of the project.

E. Impairment of assets

The carrying amounts of the Company’s assets are reviewed at each balance sheet date if there is any

indication of impairment based on internal/external factors. An impairment loss is recognized whenever

the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater

of the assets net selling price and its value in use. Impairment loss is recognized in the Statement of Profit

and Loss or against revaluation surplus where applicable beyond the carrying value that would have

prevailed by charging usual depreciation if there was no impairment.

A previously recognized impairment loss is increased or reversed depending on changes in

circumstances. However, the carrying value after reversal is not increased beyond the carrying value that

would have prevailed by charging usual depreciation if there was no impairment.

F. Investments

63

Investments, which are readily realizable and intended to be held for not more than one year from the

date on which such investments are made, are classified as current investments. All other investments

are classified as non-current investments.

Current investments are carried in the consolidated financial statements at lower of cost or fair value

determined on an individual investment basis. Non-current investments are carried at cost and provision

for diminution in value is made to recognize a decline other than temporary in the value of the

investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is

charged or credited to the Statement of Profit and Loss.

G. Inventories

i. Construction materials are valued at cost. Cost is determined on a first-in, first-out method and comprises

the purchase price including duties and taxes (other than those subsequently recoverable by the Company

from the taxing authorities).

ii. Tools and equipment are stated at cost less the amount amortized. Tools and equipment are amortized

over their estimated useful lives ranging from 3 to 10 years. Cost is determined by the weighted average

method.

iii. Machinery spares that are of regular use are charged to the statement of profit and loss as and when

consumed.

iv. Unbilled work in progress: Work done remaining to be certified/billed is recognized as unbilled work in

progress provided it is probable that they will be recovered in the accounts. The same is valued at the

realizable value.

H. Revenue recognition

i. On contracts

Revenue from construction contracts is recognized on the basis of percentage completion method. The

stage of completion of a contract is determined by the proportion that contract costs incurred for work

performed up to the reporting date bear to the estimated total contract costs. Contract revenue earned in

excess of certification has been classified as “Unbilled work-in-progress” and certification in excess of

contract revenue has been classified as “Amount due to customer” under “Other current liabilities” in the

consolidated financial statements.

Amounts recoverable in respect of the price and other escalation, bonus claims adjudication and variation

in contract work required for performance of the contract to the extent that it is probable that they will

result in revenue.

In addition, if it is expected that the contract will make a loss, the estimated loss is immediately provided

for in the books of account. Contractual liquidated damages, payable for delays in completion of contract

work or for other causes, are accounted for as costs when such delays and causes are attributable to the

Company or when deducted by the client.

ii. Accounting for Joint Venture Contracts

Revenue from long term construction contracts executed in unincorporated joint ventures under work

sharing arrangements is recognized on the same basis as similar contracts independently executed by the

Company.

iii. Service Income

Service income is accounted on accrual basis in accordance with the terms of agreement with the parties.

iv. Insurance Claims

64

Insurance claims are recognized as income based on certainty of receipt.

v. Interest Income and other income

Interest and other income are accounted for on accrual basis except where the receipt of income is

uncertain in which case it is accounted for on receipt basis.

I. Advances from customers, progress payments and retention

Advances received from customers in respect of contracts are treated as liabilities and adjusted against

progress billing as per terms of the contract.

Progress payments received are adjusted against amount receivable from customers in respect of the

contract work performed.

Amounts retained by the customers until the satisfactory completion of the contracts are recognised as

receivables. Where such retention has been released by customers against submission of bank guarantees,

the amount so released is adjusted against receivable from customers and the value of bank guarantees

is disclosed as a contingent liability.

J. Foreign currency transactions

i. Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency

amount the exchange rate between the reporting currency and the foreign currency at the date of the

transaction.

ii. Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are

carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate

at the date of the transaction.

iii. Exchange Differences

Exchange differences arising on the settlement of monetary items or on reporting company’s monetary

items at rates different from those at which they were initially recorded during the year, or reported in

previous consolidated financial statements, are recognized as income or as expenses in the year in which

they arise

iv. Forward Exchange Contracts not intended for trading or speculation purposes

The premium or discount arising at the inception of forward exchange contracts is amortized as expense

or income over the life of the contract. Exchange differences on such contracts are recognized in the

statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on

cancellation or renewal of forward exchange contract is recognized as income or as expense for the year.

K. Employee benefits

i. Defined benefit plan

In terms of the Guidance on implementing Accounting Standard (AS) 15 - Employee Benefits, issued by

the Accounting Standards Board of the Institute of Chartered Accountants of India, the Provident Fund

set up by the Company is treated as a defined benefit plan. This is administered through trusts of the

Company. The Company has to meet the interest shortfall, if any. Accordingly, the contribution paid or

payable and the interest shortfall, if any, is recognized as an expense in the period in which services are

rendered by the employee. Further, the pattern of investments for investible funds is as prescribed by the

Government. Accordingly, other related disclosures in respect of provident fund have not been made.

65

Further Company has defined benefit plans for post-employment benefits in the form of Gratuity. The

Company has taken an insurance policy under the Group Gratuity Scheme with the insurance company

to cover the Gratuity Liability. The liability for Defined Benefit Plans is provided on the basis of

valuations, as at the Balance Sheet date, carried out by an independent actuary.

The obligations are measured as the present value of estimated future cash flows discounted at rates

reflecting the prevailing market yields of Indian Government securities as at the Balance Sheet date for

the estimated term of the obligations. The estimate of future salary increases considered takes into

account the inflation, seniority, promotion and other relevant factors.

The expected rate of return of plan assets is the Company’s expectation of the average long-term rate of

return expected on investments of the fund during the estimated term of the obligations. Plan assets are

measured at fair value as at the Balance Sheet date. The actuarial valuation method used by independent

actuary for measuring the liability is the Projected Unit Credit method.

ii. Defined contribution plan

The certain employees of the Company are also participant in the superannuation plan, employee state

insurance scheme and Labour Welfare Fund scheme which is a defined contribution plan. The Company

has no obligations to the Plan beyond its contributions. The company’s contributions to Defined

Contribution Plans are charged to the Statement of Profit and Loss as incurred.

iii. Other employee benefits

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-

term employee benefit for the measurement purposes. Such long-term compensated absences are

provided for based on the actuarial valuations using the projected unit credit method at the period end.

Accumulated leave which is expected to be utilized within next 12 months, is treated as short-term

employee benefit. Actuarial gains and losses in respect of the defined benefit plans are recognized in the

Statement of Profit and Loss in the period in which they arise.

L. Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss after tax for the year attributable

to equity shareholders by the weighted average number of equity shares outstanding during the year. The

number of shares used in computing diluted earnings per share comprises the weighted average number

of shares considered for deriving basic earnings per share and also the weighted average number of shares

which could have been issued on conversion of all dilutive potential equity shares.

M. Taxation

Current Tax

Provision for current tax is recognized based on the estimated tax liability computed after taking credit

for allowances and exemptions in accordance with the Income Tax Act, 1961.

Minimum Alternative Tax (MAT) credit is recognized as an asset only when and to the extent there is

convincing evidence that the company will pay normal income tax during the specified period. In the

year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the

recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India,

the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit

Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying

amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that

Company will pay normal Income Tax during the specified period.

Deferred Tax

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to timing

differences between the financial statements’ carrying amounts of existing assets and liabilities and their

respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates or tax

rates that are substantively enacted at the balance sheet dates. The effect on deferred tax assets and

66

liabilities of a change in tax rates is recognized in the period that includes the enactment date. Where

there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognized only if there

is virtual certainty supported by convincing evidence that they can be realized against future taxable

profits. Other deferred tax assets are recognized only to the extent there is reasonable certainty of

realization in the future. Such assets are reviewed at each balance sheet date to reassess realization.

Timing differences originating and reversing during the tax holiday period are not considered for the

purpose of computing deferred tax assets and liabilities.

N. Leases

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the

leased term, are classified as operating leases. Operating lease payments are recognized as an expense in

the Statement of Profit and Loss account on a straight-line basis over the lease term.

O. Provisions and Contingent Liabilities

A provision is recognized when the Company has a present obligation as a result of past events and 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. Provisions are not discounted to their present value and are determined

based on management’s best estimates required to settle the obligation at the Balance Sheet date. These

are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events, whose

existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future

events not wholly within the control of the Company.

Contingent assets are neither recognized nor disclosed in the consolidated financial statements.

P. Cash and Cash Equivalent

Cash and cash equivalents comprise of cash at bank and cash in hand. The Company considers all highly

liquid investments with an original maturity of three month or less from date of purchase, to be cash

equivalents.

Summary of Consolidated Audited Profit and Loss Account

The following table sets out our income statement:

(₹ in lakh)

Particulars Year ended

December 31, 2016

Year ended

December 31, 2015

Year ended

December 31,

2014

Amount Amount Amount

REVENUE

Contract revenue 3,08,856.02 3,06,870.03 1,71,242.31

Other operating income 103.98 224.87 652.29

Other Income 2,522.16 2,217.41 1,849.47

Total revenue 3,11,482.16 3,09,312.31 1,73,744.07

EXPENSES

Cost of materials consumed 73,225.93 80,945.83 64,392.02

Sub-contract expense 1,32,999.85 1,29,588.37 40,260.28

Employees benefits expense 25,380.31 22,240.69 19,363.89

Finance costs 11,652.27 13,771.36 13,550.37

Depreciation expenses 4,494.45 3,665.05 4,270.88

Other expenses 56,368.55 55,162.40 38,770.92

Total Expenses 3,04,121.36 3,05,373.70 1,80,608.36

Profit/ (Loss) before exceptional item

and tax

7,360.80 3,938.61 (6,864.29)

Exceptional items - (12,397.19) 9,553.25

Profit/(loss) before tax 7,360.80 (8,458.58) 2,688.96

Tax expense

67

Particulars Year ended

December 31, 2016

Year ended

December 31, 2015

Year ended

December 31,

2014

Amount Amount Amount

Current tax (3,455.44) (265.37) (964.52)

Less: Minimum alternative tax credit

entitlement

2,550.83 - 720.23

Earlier year tax adjustments 21.55 (131.83) 132.69

Deferred tax (charge)/ credit (1,666.97) 2,925.02 (635.93)

Net profit/ (loss) for the year 4,810.77 (5,930.76) 1,941.43

Earnings/ (loss) per equity share of ₹1

each

Basic and diluted 3.10 (3.82) 1.51

Fiscal 2016 compared to Fiscal 2015

Contract Revenue

Our contract revenue for the year December 31, 2016 was ₹ 3,08,856.02 lakh as against ₹ 3,06,870.03 lakh for

the previous year recording an marginal increase of 0.65% due increase in revenue from maritime work.

Other Operating Income

Our other operating income for the year December 31, 2016 was ₹ 103.98 lakh as against ₹ 224.87 lakh for the

previous year recording a reduction of 53.76% due to decline in service income received by providing plant and

equipments on lease basis.

Other Income

Our other income for year ended December 31, 2016 was ₹ 2,522.16 lakh compared to previous year’s income of

₹ 2,217.41 lakh. This increase was primarily as a result of increase in the interest received on the bank deposits,

income tax refund, and sales tax refund and also due to write back of excess cost provisions of previous year.

Expenditures:

Cost of material consumed

The cost of material consumed for the year December 31, 2016 was ₹ 73,552.93 lakh, indicating a decline of

9.13% over previous year’s figure of ₹ 80,945.83 lakh. This decline was mainly due to completion of certain

major material intensive contracts.

Sub-contract expense

The sub-contract expense for the year December 31, 2016 was ₹ 1,32,999.85 lakh, indicating an increase of 2.63%

over previous year’s figure of ₹ 1,29,588.37 lakh which was due to significant progress in the new projects

undertaken by the Company.

Employee benefit expenses

The employee benefit expenses increased by 14.12% to ₹25,380.31 lakh in fiscal 2016 from ₹22,240.69 lakh in

fiscal 2015. This increase was primarily due to increase in manpower and increase in salaries and wages and

contribution to provident and other funds.

Finance Cost

Our finance cost for fiscal 2016 were ₹ 11,652.27 lakh, decreased by 15.39% from previous year’s figure of ₹

13,771.36 lakh. This decrease was primarily due to decrease in borrowings which led to reduction in interest

expenses towards cash credit facilities and working capital demand loan, long term loan and buyer’s credit.

Depreciation expenses

68

Our depreciation expenses for the year ended December 31, 2016 was ₹ 4,494.45 lakh vis-à-vis previous year’s

figure of ₹ 3,665.05 lakh. Increase in depreciation is on account of major addition of new plant and equipment’s

during the year.

Other Expenses

Our other expenses increased by 2.19% to ₹ 56,368.55 lakh in Fiscal 2016 from ₹ 55,162.40 lakh in Fiscal 2015.

This is primarily because of increase in the provisions for doubtful debts, fuel cost and repairs and maintenance

cost toward the plants and machinery and provision for foreseeable losses.

Profit/ (Loss) before tax

Our Company earned a profit before tax of ₹ 7,360.80 lakh over previous year’s loss of ₹ 8,458.58 lakh (after

exceptional item of ₹12,397.19 lakh) for the year ended December 31, 2016 on a consolidated basis.

Tax expenses

Our provision for current taxes increased to ₹ 3,455.44 lakh for the Fiscal 2016 from ₹ 265.37 lakh for fiscal 2016

due to increase in profit before tax.

Net profit / (loss) for the year

For the year ended December 31, 2016, the Company on a consolidated basis incurred net profit of ₹ 4,810.77

lakh over previous year’s loss of ₹ 5,930.76 lakh.

Fiscal 2015 compared to Fiscal 2014

Contract Revenue

Our contract revenue for the year December 31, 2015 was ₹ 3,06,870.03 lakh as against ₹ 1,71,242.31 lakh for

the previous year recording an increase of 79.20% mainly due to increase in revenue from most of the divisions,

especially from the maritime structure division.

Other Operating Income

Our other operating income for the year December 31, 2015 was ₹ 224.87 lakh as against ₹ 652.29 lakh for the

previous year recording a reduction of 65.53 % due to decline in service income received by providing plant and

equipments on lease basis.

Other Income

Our other income for year ended December 31, 2015 was ₹ 2,217.41 lakh compared to previous year’s income of

₹ 1,849.47 lakh. This increase was primarily as a result of increase in the interest received on the bank deposits,

insurance claims and sale of fixed assets.

Expenditures:

Cost of material consumed

The cost of material consumed for the year December 31, 2015 was ₹ 80,945.83 lakh , an increase of 25.71% over

previous year’s figure of ₹ 64,392.02 lakh. This increase is due to increase in revenue.

Sub-contract expense

The sub-contract expense for the year December 31, 2015 was ₹ 1,29,588.37 lakh, an increase of 221.88% over

previous year’s figure of₹ 40,260.28 lakh. This increase is mainly due to increase in revenue from the subcontract

intensive projects.

Employee benefit expenses

69

The employee benefit expenses increased by 14.86% to ₹ 22,240.69 lakh in Fiscal 2015 from ₹ 19,363.89 lakh in

Fiscal 2014. This increase was primarily as a result of increase in manpower and increase in salaries and wages

and contribution to provident and other funds.

Finance Cost

Our finance cost for Fiscal 2015 were ₹ 13,771.36 lakh, increase from previous year’s figure of ₹ 13,550.37 lakh.

This increase was primarily as a result of increase interest expenses on advance from customers.

Depreciation expenses

Our depreciation expenses for the year ended December 31, 2015 was ₹ 3,665.05 lakh vis-à-vis previous year’s

figure of ₹ 4,270.88 lakh. Decrease in depreciation is on account of change in method of depreciation from WDV

to SLM.

Other Expenses

Our other expenses increased by 42.28% to ₹ 55,162.40 lakh in Fiscal 2015 from ₹ 38,770.92 lakh in Fiscal 2014.

This increase is primarily because of increase in the provisions for doubtful debts, plant hire cost, sales tax and

service tax on works contracts and labour cess.

Profit/ (Loss) before tax

Our Company, on a consolidated basis, incurred a loss of ₹ 8,458.58 lakh (after exceptional item of ₹12,397.19

lakh) over the previous year’s profit of ₹ 2,688.96 lakh (after exceptional income of ₹9,553.25 lakh) for the year

ended December 31, 2015.

Tax expenses

Our provision for current taxes decreased to ₹ 265.37 lakh for the Fiscal 2015 from ₹ 964.52 lakh for fiscal 2014

due to loss in profit before tax.

Net profit / (loss) for the year

For the year ended December 31, 2016, the Company on a consolidated basis incurred net loss of ₹ 5,930.76 lakh

over previous year’s profit of ₹ 1,941.43 lakh.

Components of our Revenue and Expenses on a Consolidated Basis

Components of our Revenue

The components of our revenue also expressed as a percentage of our total revenue, as reflected in our

Consolidated audited financial statements for Fiscal 2016, 2015 and 2014 is as follows:

(₹ in lakh)

COMPONENTS OF OUR REVENUE

Particulars Year ended December

31, 2016

Year ended December 31,

2015

Year ended December

31, 2014

Amount

As % of

Total

Revenue

Amount

As % of

Total

Revenue

Amount As % of

Total

Revenue

A. Contract Revenue 3,08,856.02 99.16 3,06,870.03 99.21 1,71,242.31 98.56

B. Other Operating

Income

Service income from

unincorporated joint ventures

103.98 0.03 224.87 0.07 652.29 0.38

Total Revenue from Other

Operating Income (B)

103.98 0.03 224.87 0.07 652.29 0.38

C. Other Income

Interest:

70

COMPONENTS OF OUR REVENUE

Particulars Year ended December

31, 2016

Year ended December 31,

2015

Year ended December

31, 2014

Amount

As % of

Total

Revenue

Amount

As % of

Total

Revenue

Amount As % of

Total

Revenue

On bank deposits 1,179.20 0.38 408.15 0.13 131.04 0.08

On income tax refund 184.44 0.06 52.55 0.02 320.88 0.18

On sales tax refund 204.12 0.07 - - -

From customer on settlement - - 81.01 0.03 222.89 0.13

Others 9.96 - 41.43 0.01 18.30 0.01

Other non-operating income:

Profit on sale of fixed assets

(net)

- - 815.02 0.26 - -

Exchange gain (net) 43.82 0.01 20.62 0.01 - -

Sundry balances written back 310.09 0.10 235.81 0.08 132.13 0.08

Provisions no longer required,

written back

209.34 0.07 - - - -

Excess provisions of prior

year written back

- - - - 176.95 0.10

Insurance claim 34.87 0.01 175.49 0.06 - -

Miscellaneous Income 346.32 0.11 387.33 0.13 846.92 0.49

Total Revenue from Other

Income (C)

2,522.16 0.81 2,217.41 0.72 1,849.47 1.06

Total Revenue (A+B+C) 3,11,482.16 100 3,09,312.31 100 1,73,744.07 100

Revenue

Our total revenue comprises of revenue from operations carried out by our Company and its Subsidiary and

unincorporated jointly controlled entities and other income.

Contract Revenue

Our contract revenue comprises of revenue generated from contracts entered by our Company and its

unincorporated jointly controlled entities for construction and engineering of various projects under its diverse

business segments.

Other Operating Income

Our income from other operating income comprises of services provided to unincorporated joint ventures for the

use of equipment on lease.

Other Income

Income from other income comprises of interest received on bank deposits, income tax refund, sales tax refund,

and payments made by the customers on settlement. Further is also comprises of other non-operating income such

as profit on sale of fixed assets, exchange gain, sundry balances written back, bad debts recovered, excess

provisions of prior years’ written back, insurance claim and miscellaneous income.

Components of our Expenses

The components of our expenses also expressed as a percentage of our total expenses, as reflected in our

Consolidated audited financial statements for Fiscal 2016, 2015 and 2014 is as follows:

71

(₹ in lakh)

COMPONENTS OF OUR EXPENSES

Particulars Year ended December 31,

2016

Year ended December 31,

2015

Year ended December 31,

2014

Amount

As % of

Total

Income

Amount

As % of

Total

Income

Amount As % of

Total

Income

A. Cost of Material

Consumed

73,225.93 23.51 80,945.83 26.17 64,392.02 37.06

B. Sub-Contract Expenses 1,32,999.85 42.70 1,29,588.37 41.90 40,260.28 23.17

C. Employees Benefits

Expenses

Salaries and wages 22,948.89 7.37 19,993.94 6.46 17,648.07 10.16

Contribution to gratuity 589.18 0.19 725.28 0.23 359.44 0.21

Contribution to provident and

other funds

1,715.76 0.55 1,386.83 0.45 1,278.92 0.74

Staff welfare expenses 126.48 0.04 134.64 0.04 77.46 0.04

Total Employees Benefits

Expenses (C)

25,380.31 8.15 22,240.69 7.19 19,363.89 11.15

D. Finance Costs

Interest Expenses:

Cash credit facilities and

working capital demand loan

4,243.23 1.36 6,411.07 2.07 9,069.73 5.22

Long term loan 716.67 0.23 1,000.77 0.32 1,149.08 0.66

Commercial papers 1,668.62 0.54 1,386.18 0.43 -

Advances from customers 1,721.52 0.55 1,814.37 0.59 940.89 0.54

Letter of credit 368.82 0.12 378.44 0.12 155.07 0.09

Buyer’s credit - - 5.15 - 17.84 0.01

Others 56.49 0.02 123.09 0.04 118.13 0.07

Other Borrowing Costs:

Applicable net loss on foreign

currency transactions and

transition

- - 55.71 0.02 204.93 0.12

Bank charges and guarantee

commission

2,876.92 0.92 2,596.58 0.84 1,894.70 1.09

Total Finance Cost

Expenses (D)

11,652.27 3.74 13,771.36 4.45 13,550.37 7.80

E. Depreciation Expenses 4,494.45 1.44 3,665.05 1.18 4,270.88 2.46

F. Other Expenses

Plant hire expenses 6,082.02 1.95 5,995.35 1.94 4,848.76 2.79

Power and Fuel 8,164.42 2.62 7,097.04 2.29 7,057.98 4.06

Sales tax on work contracts 7,857.93 2.52 8,146.71 2.63 5,396.99 3.11

Travelling expenses 1,014.96 0.33 926.17 0.30 890.64 0.51

Tools and equipment 2,038.01 0.65 1,740.02 0.56 1,025.41 0.59

Foreseeable loss 970.08 0.31 231.96 0.07 1,329.73 0.77

Site transport and conveyance 2,691.16 0.86 2,559.47 0.81 2,856.71 1.64

Repair and maintenance:

Plant and machinery 1,256.70 0.40 646.13 0.21 528.07 0.30

Others 188.35 0.06 323.81 0.10 196.91 0.11

Insurance 1,351.17 0.43 1,323.74 0.43 849.59 0.49

Professional fees 1,487.44 0.48 2,501.78 0.81 2,356.09 1.36

Rent 2,808.51 0.90 2,759.49 0.89 2,709.79 1.56

Consumption of spares 2,144.76 0.69 1,821.82 0.59 1,287.58 0.74

Security charges 1,226.05 0.39 1,308.67 0.42 990.34 0.57

Temporary site installations 592.81 0.19 834.75 0.27 449.19 0.26

Postage and telephone 230.77 0.07 214.01 0.07 200.27 0.12

Auditor remuneration 105.20 0.03 84.40 0.03 75.46 0.04

Provision for doubtful debts 2,050.07 0.66 1,367.65 0.44 673.69 0.39

72

COMPONENTS OF OUR EXPENSES

Particulars Year ended December 31,

2016

Year ended December 31,

2015

Year ended December 31,

2014

Amount

As % of

Total

Income

Amount

As % of

Total

Income

Amount As % of

Total

Income

Provision for doubtful

deposits

2.74 - 50.22 0.02 47.33 0.03

Rates & taxes 295.98 0.10 86.14 0.03 135.76 0.08

Water charges 798.35 0.26 704.61 0.23 370.22 0.21

Printing and stationery 168.46 0.05 161.50 0.05 137.01 0.08

Infotech expenses 265.58 0.09 294.52 0.10 200.66 0.12

Service tax 7,707.82 2.47 9,794.14 3.17 1,300.51 0.75

Labour cess 2,797.65 0.90 1,851.04 0.60 876.66 0.50

Exchange loss (net) - - - - 114.74 0.07

Director’s sitting fees 8.90 - 6.05 - 2.75 -

CSR Expenses - - 19.74 0.01 12.87 0.01

Loss on sale of fixed assets 74.58 0.02 - - 20.03 0.01

Miscellaneous expenses 1,988.08 0.64 2,311.47 0.75 1,829.18 1.05

Total Other Expenses (E) 56,368.55 18.10 55,162.40 17.83 38,770.92 22.31

Total Expenses

(A+B+C+D+E)

3,04,121.36 97.64 3,05,373.70 98.73 1,80,608.36 103.95

Expenses

Our expenses comprises of cost of material consumed, sub-contract expenses, employees benefits expenses,

finance costs, depreciation expense and other expenses.

Cost of materials consumed

Cost of materials consumed comprises of steel, cement, bentonite, admixture, aggregates, sand, binding wires,

bentonite powder etc.

Sub-contract expense

Sub-contract expenses comprises of costs relating to supply of labourers, cutting, bending and welding of

reinforcement steel, staging shuttering and de-shuttering work, concreting work, earth feeling, tree cutting, steel

cutting and cage making etc.

Employee benefit expense

The employee benefit expenses comprise of salaries and wages paid to the employees and workers by our

Company, contribution towards gratuity and provident funds and staff welfare expenses.

Finance Cost

Our finance cost comprises of interest expenses on our borrowing and debt facilities and other borrowing costs

like loan processing costs and other finance costs of lenders. Our finance costs accounted for 3.74%, 4.45% and

7.80% of our total revenue for Fiscal 2016, 2015 and 2014 respectively.

Summary of Cash Flow

Below is the table of selected information from our Company’s consolidated audited statement of cash flows for

the Fiscals 2016, 2015 and 2014:

(₹ in lakh)

Particulars Fiscal 2016 Fiscal 2015 Fiscal 2014

Cash and cash equivalents at the beginning of year 8,382.74 2,495.33 2,395.93

Net cash generated from operating activities 35,918.55 46,505.52 4,363.60

Net cash used in investing activities (637.09) (10,409.08) (3,835.69)

Net cash used in financing activities (25,575.65) (30,209.03) (428.51)

73

Particulars Fiscal 2016 Fiscal 2015 Fiscal 2014

Net increase in cash and cash equivalents 9,705.81 5,887.41 99.40

Cash and cash equivalents at the end of year 18,088.55 8,382.74 2,495.33

Operating Activities

For Fiscal 2016, we had a profit before taxation of ₹7,360.80 lakh. Our operating profit before working capital

changes was ₹23,926.32 lakh primarily as a result of adjustments for finance costs of ₹11,652.27 lakh and

depreciation of ₹4,494.45 lakh which were partially offset by interest income of ₹1,189.16 lakh, sundry balances

written back of ₹310.09 lakh and prior years provisions written back of ₹209.34 lakhs. However, net cash

generated from operations was ₹15,658.38 lakh as a result of working capital adjustments, including a ₹32,970.86

lakh decrease in inventories, ₹2,384.81 lakhs decrease in trade receivables, ₹438.35 lakh increase in loans and

advances and ₹19,258.94 lakh decrease in trade payables and other current liabilities. We also paid ₹3,666.15

lakh in direct taxes.

For Fiscal 2015, we had a loss before taxation of ₹8,458.58 lakh. Our operating profit before working capital

changes was ₹21,292.48 lakh primarily as a result of adjustments for finance costs of ₹13,771.36 lakh and

depreciation of ₹3,665.05lakh and bad debts written off on one time settlement with client of ₹12,397.17 lakh

which were partially offset by interest income of ₹449.58 lakh and sundry balances written back of ₹235.81 lakh

and profit on sale of fixed assets of ₹815.02 lakh. However, net cash generated from operations was ₹27,716.73

lakh as a result of working capital adjustments, including a ₹4,412.85 lakh increase in inventories, ₹3,396.19 lakh

increase in trade receivables, ₹12,266.25 lakh increase in loans and advances and ₹47,792.02 lakh increase in

trade payables and other current liabilities. We also paid ₹2,503.69 lakh in direct taxes.

For Fiscal 2014, we had a profit before taxation of ₹2,688.96 lakh. Our operating profit before working capital

changes was ₹11,239.23 lakh primarily as a result of adjustments for finance costs of ₹13,550.37 lakh,

depreciation of ₹4,270.88 lakh and provisioning for doubtful debts of ₹673.69 lakh which were partially offset by

interest income of ₹149.70 lakh and sundry balances written back of ₹132.13 lakh and depreciation written back

of ` 9,553.25 lakh. However, net cash used for operations was ₹7,496.79 lakh as a result of working capital

adjustments, including a ₹17,442.63 lakh increase in inventories, ₹4,664.43 lakh increase in trade receivables,

₹4,051.90 lakh increase in loans and advances and ₹18,662.17 lakh increase in trade payables and other current

liabilities. We received ₹621.16 lakh in direct taxes.

Investing Activities

In Fiscal 2016, the net cash used in our investing activities was ₹637.09 lakh. This primarily reflected ₹8,008.44

lakh used in purchase of fixed assets and ₹6,364.14 lakh received as proceed from fixed deposit with bank and

1,275.61 lakh received as interest income.

In Fiscal 2015, the net cash used in our investing activities was ₹10,409.08 lakh. This primarily reflected

₹5,862.62lakh used in purchase of fixed assets and ₹6,372.42 lakh in fixed deposit with bank and ₹344.88lakhs

received as interest income and ₹1,258.21 lakh received from sale of fixed assets.

In Fiscal 2014, the net cash used in our investing activities was ₹3,835.69 lakh. This primarily reflected ₹4,912.77

lakh used in purchase of fixed assets and ₹795.89 lakh received as proceed from fixed deposit with bank and

₹161.69 lakh received as interest income and ₹342.37 lakh received from sale of fixed assets.

Financing Activities

In Fiscal 2016, our net cash used in financing activities was ₹25,575.65 lakh. This reflected mainly ₹19,105.84

lakh in respect of repayments of short term borrowings and proceeds, net of repayment of ₹5,330.11 lakh from

long term borrowings. We have used ₹11,799.21 lakh to pay interest.

In Fiscal 2015, our net cash used in financing activities was ₹30,209.03 lakh. This reflected mainly ₹11,907.84

lakhs in respect of repayments of short term borrowings and ₹4,550.10 lakh in respect of repayment of long term

borrowings. We have used ₹13,749.82 lakh to pay interest.

In Fiscal 2014, our net cash used in financing activities was ₹428.51 lakh. This reflected mainly ₹13,999.05 lakh

74

proceeds from issue of share capital through QIP and ₹402.81lakh in respect of repayment of short term

borrowings. We have used ₹13,874.75 lakh to pay interest and paid dividend along with tax of ₹134.23 lakh.

Summary of reservations or qualifications or adverse remarks or EOMs in the Auditors’ report in the last

five Financial Years immediately preceding the year of filing this Preliminary Placement Document.

Except the following, our Auditors have not made any reservations or qualifications or adverse remarks or EOMs

in their reports in the last five Financial Years and the relevant quarters immediately preceding the year of filing

this Preliminary Placement Document.

Fiscal

Year

Summary of EOM Management Response

2017 September 30, 2017:

We draw attention to Note 6 to the unaudited

standalone and unaudited consolidated

Statement which describes the uncertainty

related to recoverability of non-current trade

receivables and unbilled work in progress

(other non-current financial assets)

aggregating ₹2,863.37 lakhs and ₹8,677.57

lakhs respectively outstanding as at 30

September 2017, representing various

claims recognised during the earlier period

based on the terms and conditions implicit in

the contracts. The Company has assessed the

recoverability of these claims, being

technical in nature and subject matter of

litigation, based on the contractual terms and

legal opinions from independent counsel.

On the basis of such assessment,

management is of the opinion that the claims

are tenable and would be realized in full and

accordingly no adjustments have been made

in the Statement.

Non-current trade receivables as at September

30, 2017 include variation claims of ₹ 309 lakhs

for which the Company had received an

arbitration award in its favour which has

subsequently been upheld by an order of the

District Court. The customer has challenged this

Court Order. However, based on the above

arbitration award, Court Order and legal

opinion, management is reasonably confident of

recovery of these amounts.

Non-current trade receivables and Unbilled

work-in-progress (other non-current financial

assets)as at September 30, 2017 includes ₹

1,139.96 lakhs and ₹ 2,755.80 lakhs

respectively, for a contract which was rescinded

by the Company and Non-current trade

receivables and Unbilled work-in-progress

(other non-current financial assets) as at

September 30, 2017 includes ₹ 1,414.41 lakhs

and ₹ 5,921.77 lakhs respectively, in respect of

another contract where the Company received a

notice from the customer withdrawing from the

Company the balance works to be executed

under the contract for which the Company has

also issued guarantees aggregating ₹ 1,497.13

lakhs. The Company has made claims against

the customers to recover these amounts and has

initiated legal action. Based upon legal opinions

received, the management is reasonably

confident of recovery of these amounts of Non-

current trade receivables and Unbilled work-in-

progress (other non-current financial assets) and

consequently no changes have been made to the

values and classification of these amounts in the

results.

June 30, 2017:

We draw attention to Note 6 to the unaudited

standalone and unaudited consolidated

Statement which describes the uncertainty

related to recoverability of non-current trade

receivables and unbilled work in progress

(other current financial assets) aggregating

₹2,863.37 lakhs and ₹8,677.57 lakhs

respectively outstanding as at 30 June 2017,

Non-current trade receivables as at June 30,

2017 include variation claims of ₹ 309 lakhs for

which the Company had received an arbitration

award in its favour which has subsequently been

upheld by an order of the District Court. The

customer has challenged this Court Order.

However, based on the above arbitration award,

Court Order and legal opinion, management is

75

Fiscal

Year

Summary of EOM Management Response

representing various claims recognised

during the earlier period based on the terms

and conditions implicit in the contracts. The

Company has assessed the recoverability of

these claims, being technical in nature and

subject matter of litigation, based on legal

opinions from independent counsel. On the

basis of such assessment, management is of

the opinion that the claims are tenable and

would be realized in full and accordingly no

adjustments have been made in the

Statement.

reasonably confident of recovery of these

amounts.

Non-current trade receivables and Unbilled

work-in-progress (other current financial assets)

as at June 30, 2017 includes ₹ 1,139.96 lakhs

and ₹ 2,755.80 lakhs respectively, for a contract

which was rescinded by the Company and Non-

current trade receivables and Unbilled work-in-

progress (other current financial assets) as at

June 30, 2017 includes ₹ 1,414.41 lakhs and ₹

5,921.77 lakhs respectively, in respect of

another contract where the Company received a

notice from the customer withdrawing from the

Company the balance works to be executed

under the contract for which the Company has

also issued guarantees aggregating ₹ 1,497.13

lakhs. The Company has made claims against

the customers to recover these amounts and has

initiated legal action. Based upon legal opinions

received, the management is reasonably

confident of recovery of these amounts of Non-

current trade receivables and Unbilled work-in-

progress (other current financial assets) and

consequently no changes have been made to the

values and classification of these amounts in the

results.

March 31, 2017:

We draw attention to Note 6 to the unaudited

standalone and unaudited consolidated

Statement which describes the uncertainty

related to recoverability of non-current trade

receivables and unbilled work in progress

(other current financial assets) aggregating

₹2,863.37 lakhs and ₹8,677.57 lakhs

respectively outstanding as at 31 March

2017, representing various claims

recognised during the earlier period based

on the terms and conditions implicit in the

contracts. The Company has assessed the

recoverability of these claims, being

technical in nature and subject matter of

litigation, based on legal opinions from

independent counsel. On the basis of such

assessment, management is of the opinion

that the claims are tenable and would be

realized in full and accordingly no

adjustments have been made in the

Statement.

Non-current trade receivables as at March 31,

2017 include variation claims of ₹309 lakhs for

which the Company had received an arbitration

award in its favour which has subsequently been

upheld by the District Court. The customer has

challenged this Court Order. However, based on

the above arbitration award, Court Order and

legal opinion, management is reasonably

confident of recovery of these amounts.

Non-current trade receivables and Unbilled

Work-in-progress (other current financial

assets) as at March 31, 2017 includes ₹ 1,139.96

lakhs and ₹ 2,755.80 lakhs respectively, for a

contract which was rescinded by the Company

and Non-current trade receivables and Unbilled

Work-in-progress (other current financial

assets) as at March 31, 2017 includes ₹ 1,414.41

lakhs and ₹ 5,921.77 lakhs respectively, in

respect of another contract where the Company

received a notice from the customer

withdrawing from the Company the balance

works to be executed under the contract for

which the Company has also issued guarantees

aggregating ₹ 1,497.13 lakhs. The Company has

made claims against the customers to recover

these amounts and has initiated legal action.

Based upon legal opinions received, the

management is reasonably confident of recovery

76

Fiscal

Year

Summary of EOM Management Response

of these amounts of Non-current trade

receivables and Unbilled Work-in-progress

(other current financial assets) and consequently

no changes have been made to the values and

classification of these amounts in the results.

2016 We draw attention to Note 38 to the standalone

financial statements and Note 37 to the

consolidated financial statements which

describes the uncertainty related to

recoverability of long-term trade receivables

and unbilled work in progress aggregating to

₹2,863.37 lakhs (31 December 2015:

₹2,863.37 lakhs) and ₹8,677.57 lakhs (31

December 2015: ₹8,677.57 lakhs)

respectively, outstanding as at 31 December

2016, representing various claims recognised

during the earlier period based on the terms

and conditions implicit in the contracts. These

claims being technical in nature and being

subject matter of litigation, the Company has

assessed the recoverability of these claims

based on legal opinion from an independent

counsel. On the basis of such assessment,

management is of the opinion that the claims

are tenable and would be realized in full and

accordingly no adjustments have been made in

the consolidated financial statements. Our

opinion on the consolidated financial

statements is not modified in respect of these

matters.

Long-term trade receivables at 31 December

2016 include variation claims of ₹309 lakhs for

which the Company had received an arbitration

award in its favour which has subsequently been

upheld by the District Court. The customer has

challenged this Court Order. However, based on

the above arbitration award, Court Order and

legal opinion, management is reasonably

confident of recovery of these amounts.

Long-term trade receivables and unbilled work-

in-progress at 31 December 2016 include

₹1,139.96 lakh and ₹2,755.80 lakh in respect of

a contract which has been rescinded by the

Company and long-term trade receivables and

unbilled work-in-progress as at 31 December

2016 includes ₹1,414.41 lakh and ₹5,921.77

lakh respectively, in respect of another contract

where the Company has received a notice from

the customer withdrawing from the Company

the balance works to be executed under the

contract for which the Company has also issued

guarantees aggregating ₹1,497.13 lakh. The

Company has made claims against the customer

to recover these amounts and has initiated legal

action. Based upon legal opinion received,

management is reasonably confident of recovery

of these amounts of long term trade receivable

and unbilled work-in-progress and consequently

no changes have been made to the values and

classification of these amounts in the financial

statements.

2015 As stated in Note 37 to the standalone financial

statements and Note 36 to the consolidated

financial statements, the Company’s trade

receivables and unbilled work in progress as at

31 December 2015 include amounts

aggregating ₹3,033 lakhs (31 December 2014:

₹2,655 lakhs) and ₹479 Lakhs (31 December

2014: ₹1,584 lakhs) respectively, being

considered as good and recoverable by the

management. These amounts are presently

under negotiation with the customers or

subject matter of litigation. In the absence of

external balance confirmations from the

customers or other alternative audit evidence

to corroborate management’s assessment of

recoverability of these balances and having

regard to the age of these receivables, we are

unable to comment on the extent to which

these balances are recoverable and

consequential impact, if any, on the

accompanying standalone financial statements

Trade receivables and Unbilled Work-in-

progress as at 31 December 2015 include

amounts aggregating ₹3,033 lakhs and ₹479

lakhs respectively, which have been outstanding

for a substantial period of time. The Company

has been actively negotiating for recovery and

also pursuing

legal action of the balance receivables. In view

thereof, management is reasonably confident of

their recovery.

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Fiscal

Year

Summary of EOM Management Response

and consolidated financial statements.

We draw attention to Note 38 to the standalone

financial statement and Note 37 to the

consolidated financial statements which

describes the uncertainty related to

recoverability of long-term trade receivables

and unbilled work in progress aggregating to

₹2,863 lakhs (31 December 2014: ₹2,863

lakhs) and ₹8,678 lakhs (31 December 2014:

₹8,678 lakhs) respectively, outstanding as at

31 December 2015, representing various

claims recognised during the earlier period

based on the terms and conditions implicit in

the contracts. These claims being technical in

nature and being subject matter of litigation,

the Company has assessed the recoverability

of these claims based on legal opinion from an

independent counsel. On the basis of such

assessment, management is of the opinion that

the claims are tenable and would be realized in

full and accordingly no adjustments have been

made in the consolidated financial statements.

Our opinion is not modified in respect of these

matters.

Long-term trade receivables at 31 December

2015 include variation claims of ₹309 lakh for

which the Company had received an arbitration

award in its favour which has subsequently been

upheld by the District Court. The customer has

challenged this Court Order. However, based on

the above arbitration award, Court Order and

legal opinion, management is reasonably

confident of recovery of these amounts.

Long-term trade receivables and unbilled work-

in-progress at 31 December 2015 include ₹1,140

lakh and ₹2,756 lakh respectively, in respect of

a contract which has been rescinded by the

Company and long-term trade receivables and

unbilled work-in-progress as at 31 December

2015 includes ₹1,414 lakh and ₹5,922 lakh

respectively, in respect of another contract

where the Company has received a notice from

the customer withdrawing from the Company

the balance works to be executed under the

contract for which the Company has also issued

guarantees aggregating ₹1,497 lakh. The

Company has made claims against the customer

to recover these amounts and has initiated legal

action. Based upon legal opinion received,

management is reasonably confident of recovery

of these amounts of long term trade receivable

and unbilled work-in-progress and consequently

no changes have been made to the values and

classification of these amounts in the financial

statements.

2014 As stated in Note 36 to the standalone financial

statements and Note 35 to the consolidated

financial statements, the company’s trade

receivables and unbilled work in progress as at

31 December, 2014 include amounts

aggregating ₹2,655 lakhs and ₹1,584 lakhs

respectively, being considered as good and

fully recoverable by the management. These

amounts are presently under negotiation with

the customers. In the absence of external

balance confirmations from the customers or

other alternative audit evidence to corroborate

management’s assessment of recoverability of

these balances and having regard to the age of

these receivables, we are unable to comment

on the extent to which these balances are

recoverable and the consequential impact, if

any, on the accompanying standalone financial

statements and consolidated financial

statements

Trade receivables and Unbilled Work-in-

progress as at 31 December 2014 include

amounts aggregating ₹2,655 lakhs and ₹1,584

lakhs respectively, which have been outstanding

for a substantial period of time. The Company

has been actively negotiating for speedy

recovery of the balance receivables. In view

thereof, management is reasonably confident of

their recovery.

We draw attention to Note 37 to the standalone

financial statements and Note 36 to the

consolidated financial statements regarding

long-term trade receivables, trade receivables

and unbilled work in progress aggregating to

Trade receivables as at 31 December 2014

representing variation claims and interim work

bills recognized by the Company aggregating

₹6,842 lakh. These claims are presently under

various stage of litigations. Considering

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Fiscal

Year

Summary of EOM Management Response

₹2,863 lakhs (31 December 2013: ₹Nil),

₹8,521 lakhs (31 December 2013: ₹11,099

lakhs) and ₹25,467 lakhs (31 December 2013:

₹25,507 lakhs) respectively, outstanding as at

31 December 2014, representing various

claims recognised during the earlier period

based on the terms and conditions implicit in

the contracts. These claims being technical in

nature and being subject matter of arbitration/

litigation, the Company has assessed the

recoverability of these claims based on

recommendation of Dispute Resolution Board,

awards received from Arbitration Tribunal,

High Court orders received and legal opinion

from Annual an independent counsel. On the

basis of such assessment, management is of

the opinion that the claims are tenable and

would be realized in full and accordingly no

adjustments have been made in the Financial

Statement. Our opinion is not qualified in

respect of these matters.

favorable arbitration awards, claims under

consideration at various forums, past experience

of the Company and based on the legal opinion

received, the management is reasonably

confident of recovery of these amounts and are

expected to be realised within next twelve

months.

Trade receivables as at 31 December 2014

include ₹696 lakh relating to price escalation

claims which are disputed by the customer. The

Company has received an arbitration award in

its favour which has subsequently been upheld

by the High Court. The customer has challenged

this High Court order. However, based on the

above arbitration award, High Court order and

legal opinion, management is reasonably

confident of recovery of these amounts and are

expected to be realised within next twelve

months.

Long term trade receivables as at 31 December

2014 include variation claims of ₹309 lakh for

which the Company had received an arbitration

award in its favour which has subsequently been

upheld by the District Court. The customer has

challenged this Court Order. However, based on

the above arbitration award, Court Order and

legal opinion, management is reasonably

confident of recovery of these amounts.

Long term trade receivables and unbilled work-

in-progress as at 31 December 2014 include ₹

1,140 lakh and ₹2,756 lakh respectively, in

respect of a contract which has been rescinded

by the Company and long term trade receivable

and unbilled work-in-progress as at 31

December 2014 include ₹1,414 lakh and ₹5,922

lakh respectively, in respect of another contract

where the Company has received a notice from

the customer withdrawing from the Company

the balance works to be executed under the

contract; for which the Company has also issued

guarantees aggregating ₹1,497 lakh .The

Company has made claims against the customer

to recover these amounts and has initiated legal

action. Based upon legal opinion received,

management is reasonably confident of recovery

of these amounts of long term trade receivable

and unbilled work-in-progress and consequently

no changes have been made to the values and

classification of these amounts in the financial

statements.

Trade receivables and unbilled work in progress

as at 31 December 2014 includes ₹983 lakh and

₹16,789 lakh respectively in respect of certain

road contracts which are executed by the

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Fiscal

Year

Summary of EOM Management Response

Company. The Company has made claims on

the customer for recovery of these amounts.

Based on the contract terms and legal opinion

obtained, the management is reasonably

confident of recovery of these amounts and are

expected to be realised within next twelve

months.

We draw attention to Note. 38 to the

standalone financial statements which

describe the uncertainty related to the

recoverability of short-term advances

aggregating to ₹6,819 lakhs to ITD Cemindia

JV, Company’s Joint Venture. The

recoverability of these advances is majorly

dependent on the Joint Venture’s ability to

realize the outstanding dues from its customer

which are presently under litigation.

Short term Loans and advances as at 31

December 2014 include ₹6,819 lakhs on account

of advances to ITD Cemindia JV, Company’s

joint venture. These amounts will be refunded

by the joint venture on receipt of money from its

customer. The joint venture had recognized

various claims during earlier period based on the

terms and conditions implicit in the contract,

which are presently under various stage of

litigations. Considering favorable arbitration

award, pending claims at various forums and

based on independent legal opinion,

management is reasonably confident of recovery

of these advances.

We draw attention to Note 37 to the

consolidated financial statements which

describes the uncertainty related to the

recoverability of group’s share of trade

receivables and unbilled work in progress

aggregating to ₹2,076 lakhs and ₹2,394 lakhs,

respectively, in ITD Cemindia JV, company’s

joint venture, outstanding as at 31 December

2014, representing various claims recognized

during the earlier periods based on the terms

and conditions implicit in the contracts. These

claims being technical in nature and being

subject matter of arbitration/ litigation, the

management of the group has assessed the

recoverability of these dues based on

recommendation of Dispute Resolution Board,

awards received from Arbitration Tribunal and

legal opinion from an independent counsel.

Pending the ultimate outcome of these matters

which is presently unascertainable, no

adjustments have been made in the

accompanying consolidated financial

statements. Our opinion is not qualified in

respect of this matter.

Trade receivables and unbilled work-in-

progress as at 31 December 2014 include

Company's share of ₹2,076 lakh and ₹2,394 lakh

respectively, in respect of a joint venture,

representing escalation and variation claims

recognized by the joint venture. These claims

are presently under various stages of litigation.

Considering favorable arbitration awards,

claims under consideration at various forums

and based on the legal opinion received, the

management is reasonably confident of recovery

of these amounts and are expected to be realised

within next twelve months.

2013 We draw attention to Note 36 to the standalone

financial statements and Note 35 to the

consolidated financial statements regarding

trade receivables and unbilled work in

progress aggregating to ₹11,099 lakh (31

December 2012: ₹8,727 lakh) and ₹25,507

lakh (31 December 2012: ₹8,686 lakh)

respectively, outstanding as at 31 December

2013, representing various claims recognised

during the earlier period based on the terms

and conditions implicit in the contracts. These

claims being technical in nature and being

Trade receivables as at 31 December 2013

include variation claims recognised by the

Company aggregating ₹2,769 lakhs which are

disputed by the customer. Out of this claims

amounting to ₹2,258 lakh are a subject matter of

arbitration. The Company has received

arbitration award in its favour in respect of the

balance amount of ₹511 lakhs which have since

been challenged by the customer. Based on the

legal opinion from Company's counsel in the

matter, the management is reasonably confident

of recovery of these amounts.

80

Fiscal

Year

Summary of EOM Management Response

subject matter of arbitration/ litigation, the

Company has assessed the recoverability of

these claims based on recommendation of

Dispute Resolution Board, awards received

from Arbitration Tribunal, High Court orders

received and legal opinion from an

independent counsel. On the basis of such

assessment, management is of the opinion that

the claims are tenable and would be realized in

full and accordingly no adjustments have been

made in the consolidated financial statements.

Our opinion is not modified in respect of these

matters

Trade receivables as at 31 December 2013

include ₹4,080 lakhs representing interim work

bills for work done which have not been

certified by customers beyond normal periods of

certification. The management is reasonably

confident of the certification and recovery of the

same progressively on these contracts based on

past experience of the Company, assessment of

work done and the fact that these amounts are

not disputed by the customer and based on the

legal opinion received on this matter.

Trade receivables as at 31 December 2013

include ₹1,140 lakhs relating to price escalation

claims which are disputed by the customer. The

Company has received an arbitration award in

its favour which has subsequently been upheld

by the High Court. The customer has challenged

this High Court order. However, based on the

above arbitration award, High Court order and

legal opinion, management is reasonably

confident of recovery of these amounts.

Trade receivables as at 31 December 2013

include variation claims of ₹309 lakhs for which

the Company had received an arbitration award

in its favour which has subsequently been

upheld by the District Court. The customer has

challenged this Court Order. However, based on

the above arbitration award, Court Order and

legal opinion, management is reasonably

confident of recovery of these amounts.

Trade receivables and unbilled work-in-

progress as at 31 December 2013 include ₹1,140

lakh and ₹2,756 lakh respectively, in respect of

a contract which has been rescinded by the

Company and trade receivable and unbilled

work-in-progress as at 31 December 2013

include ₹689 lakhs and ₹5,922 lakhs

respectively, in respect of another contract

where the Company has received a notice from

the customer withdrawing from the Company

the balance works to be executed under the

contract; for which the Company has also issued

guarantees aggregating ₹2,227 lakh . The

Company has made claims against the customer

to recover these amounts and has initiated legal

action. Based upon legal opinion received,

management is reasonably confident of recovery

of these amounts of trade receivable and

unbilled work-in-progress and consequently no

changes have been made to the values and

classification of these amounts in the financial

statements.

Trade receivables and unbilled work in progress

as at 31 December 2013 includes ₹972 lakhs and

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Fiscal

Year

Summary of EOM Management Response

₹16,829 lakhs respectively in respect of certain

road contracts which are currently being

executed by the Company. The customer has

already granted two extensions of time and the

Company’s request for further extension is

under consideration. The Company has made

claims on the customer for recovery of these

amounts. Based on the contract terms and legal

opinion obtained, the management is reasonably

confident of recovery of these amounts.

2012 We draw attention to notes 36 to 40 to the

standalone financial statements and notes 35 to

39 to the consolidated financial statements

regarding trade receivables and un-billed work

in progress aggregating to ₹8,727 lakhs and

₹8,686 lakhs (31 December 2011: ₹8,288

lakhs and ₹8,686 lakhs) respectively,

outstanding as at 31 December 2012,

representing various claims recognised during

the earlier period based on the terms and

conditions implicit in the contracts. These

claims being technical in nature and being

subject matter of litigation, the Company has

assessed the recoverability of these claims

based on Dispute Resolution Board, awards

received from arbitration tribunal, high court

orders received and legal opinion from an

independent counsel. On the basis of such

assessment, management is of the opinion that

the claims are tenable and would be realized in

full accordingly no adjustments have been

made in these standalone financial statements

and consolidated financial statements

Trade receivables at 31 December 2012 include

variation claims recognised by the Company

aggregating ₹3,278 lakhs which are disputed by

the customer. Out of this claims amounting to

₹2,346 lakhs are a subject matter of arbitration.

The Company has received arbitration award in

its favour in respect of the balance amount of

₹932 lakhs which have since been challenged by

the customer. Considering the legal opinion

from Company’s counsel in the matter, the

management is reasonably confident of recovery

of these amounts.

Trade receivables as at 31 December 2012

include ₹ 3,384 lakhs representing interim work

bills for work carried out by the Company which

have not been certified by customers beyond

normal periods of certification. The

management is reasonably confident of the

certification and recovery of the same

progressively on these contracts based on past

experience of the Company, assessment of work

done and the fact that these amounts are not

disputed by the customer and based on the legal

opinion received on this matter.

Trade receivables at 31 December 2012 include

₹1,140 lakhs relating to price escalation claims

which are disputed by the customer. The

Company has received favourable verdict from

Dispute Redressal Board and also thereafter in

Arbitration in respect of these claims. The

Customer has appealed against the Arbitration

Award. Management is reasonably confident of

recovery of this amount based on the above and

independent legal opinion from eminent legal

counsel in the matter.

Trade receivables at 31 December 2012 include

variation claims of ₹309 lakhs for which the

Company had received an arbitration award in

its favour which has subsequently been upheld

by the District Court. The customer has

challenged this Court Order. However, based on

the above arbitration award, Court Order and

legal opinion, management is reasonably

confident of recovery of these amounts.

Trade receivables and Unbilled work-in-

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Fiscal

Year

Summary of EOM Management Response

progress at 31 December 2012 include ₹616

lakhs and ₹2,757 lakhs in respect of a contract

which has been rescinded by the Company and

₹5,929 lakhs in respect of another contract

where the Company has received a notice from

the customer withdrawing from the Company

the balance works to be executed under the

contract; besides the Company has also issued

guarantees aggregating ₹2,227 lakhs. The

Company has made claims against the customer

to recover these amounts and has initiated legal

action. Based upon legal opinion received,

management is reasonably confident of recovery

of these amounts of work in progress and

consequently no changes have been made to the

values and classification of these amounts in the

financial statements.

Liquidity and Capital Resources

As of December 31, 2016, we had cash and bank balances of ₹18,509.82 lakh on consolidated basis. Cash and

bank balances consist of cash on hand and deposit accounts including fixed deposits. Our primary liquidity needs

have been to finance our operations, working capital needs, debt service and capital expenditures. We have

historically met our liquidity needs through a combination of borrowings, capital raising and internally generated

cash flows.

We expect to meet our working capital requirements primarily from the cash flows from our business operations

and working capital borrowings as may be required.

Our long-term liquidity requirements include acquisition of assets. Sources of funding our long-term liquidity

requirements include new loans, equity or debt issues.

Off-Balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships

with affiliates or other unconsolidated entities or financial partnerships that would have been established for the

purpose of facilitating off-balance sheet arrangements.

Interest Coverage Ratio

The interest coverage ratio of our Company on a consolidated basis, which is the total of profit after tax plus

depreciation and finance cost for the year divided by finance cost for the last 3 (three) fiscals is as under:

Particular Fiscal 2016 Fiscal 2015 Fiscal 2014

Interest Coverage Ratio (on consolidated basis) 2.02 times 1.55 times 0.81 times

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

Unusual or infrequent events or transactions

There have been no events to the best of our knowledge, other than as described in this Preliminary Placement

Document, which may be called “unusual” or “infrequent”.

Significant economic changes that materially affected or are likely to affect income from continuing operations

Other than as mentioned under the heading titled ‘Factors Affecting Results of Our Operations’ on page 194 in

this chapter, “Risk Factors” and “Regulations and Policies” on page 29 and page 122, respectively, to the best

83

knowledge of the management of our Company, there are no other significant economic changes that materially

affect or are likely to affect income from continuing operations.

Future changes in relationship between costs and income

Changes in revenues during the last three years are as explained in the part Fiscal 2016 compared to Fiscal 2015

and Fiscal 2015 compared to Fiscal 2014 in this chapter.

Status of any publicly announced new products or business segments

There are currently no publicly announced new products or business segments.

Seasonality of Business

Our business operations may be adversely affected by adverse weather conditions, which may require us to

evacuate personnel or curtail services, or lead to damage of equipment or facilities resulting in the suspension of

operations. Extreme temperature or weather fluctuations in areas in which our projects are executed, such as

during summer and monsoon seasons may impede us from executing projects efficiently and from effectively

utilizing resources. During periods of curtailed activity due to adverse weather conditions, we may continue to

incur overhead expenses, but our revenues from operations may be delayed or reduced.

Any significant dependence on a single or few suppliers or customers

While we are not dependent on any single raw material supplier/ customer, raw material supply and pricing can

be volatile due to a number of factors beyond our control, including global demand and supply, transportation and

labour costs, labour unrest, natural disasters, competition, import duties, tariffs and currency exchange rates, and

any unanticipated variation in any of these factors could have a material adverse effect on our operations.

Competitive Conditions

We face competition from existing and potential competitors which is common for any business. We have, over

a period of time, developed certain competitive strengths which have been discussed in the chapter titled “Our

Business” on page 102.

Transactions with related parties

For details in relation to the related party transactions entered by our Company during the last three Financial

Years, as per the requirements under “Accounting Standard 18 – Related Party Transactions” and as specified

under the Companies Act, 2013, see “Financial Statements” on page 194.

Changes in accounting policies during last three years and their effect on the profits and reserves of our

Company

Up to the period ended 30 September 2014, the Company had been accounting for depreciation on fixed assets

based on written down value method. Effective 1 October 2014, the Company has with retrospective effect

changed its method of providing depreciation on fixed assets from the ‘Written Down Value’ method to the

‘Straight Line’ method. Management believes that this change will result in more appropriate presentation and

will give a systematic basis of depreciation charge, representative of the time pattern in which the economic

benefits will be derived from the use of these assets. The Company has also carried out a technical evaluation to

assess the revised useful life of fixed assets. The change in the above accounting policy has resulted in a surplus

of ₹ 9,553.25 lakhs relating to the depreciation already charged upto the period ended 30 September 2014 which

has been disclosed as an exceptional item

Recent Financial Performance

The following discussion of the Company’s results of operations is based on the Unaudited Interim Financial

Statements of the Company for the nine months ended September 30, 2017. The consolidated unaudited financial

results for the nine months ended September 30, 2017 are not necessarily indicative of results of operations that

may be expected for the full year and do not reflect the financial results on a consolidated basis for the same

period. References to “we” and “our” in this section are to our Company.

84

The Ministry of Corporate Affairs notified the Companies (Indian Accounting Standards) Rules, 2015 on February

16, 2015 providing a roadmap for the implementation of Ind AS in a phased manner. The company has adopted

Indian Accounting standards (Ind AS) with transition date of January 1, 2017. Accordingly, the financial results

for the nine months ended September 30, 2017 have been prepared in accordance with the recognition and

measurement principles laid down in Ind AS, in terms of Regulation 33 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and SEBI Circular dated July 5, 2016. The Statutory Auditors has

given a limited review report for the nine months period ended September 30, 2017, as per Ind AS. Accounting

principles under Ind AS vary in many respects from accounting principles under Indian GAAP, and our Unaudited

Financial Statements prepared and presented in accordance with Ind AS are therefore not comparable to the

Audited Financial Statements or any of our other historical financial statements prepared under Indian GAAP.

The Unaudited Financial Results are also presented in a manner that is not comparable to the Audited Financial

Results. For further information, see “Certain Conventions, Currency Presentation and Financial Data” on page

11.

SUMMARY OF CONSOLIDATED PROFIT AND LOSS STATEMENT FOR THE NINE MONTHS

ENDED SEPTEMBER 30, 2017

(₹ in lakhs)

Particulars Nine months ended September 30, 2017

Income from operations 148,559.88

Other Income 2,020.15

Total Income 1,50,580.03

Expenses

Cost of material consumed 42,804.29

Subcontracting expenses 33,086.43

Employee benefits expense 19,126.59

Depreciation and amortization expense 4,127.54

Finance costs 6,574.49

Other expenses 34,251.80

Total expenses 1,39,971.14

Profit before tax and share of profit/ (loss) of joint ventures 10,608.89

Share of profit/ (loss) of joint venture (1,471.17)

Profit before tax 9,137.72

Tax expenses

Current income tax 5,639.03

Deferred income tax (2,028.20)

Total tax expense 3,610.83

Profit for the period 5,526.89

Other comprehensive income

Item not to be reclassified subsequently to profit or loss

- Profit/ (loss) on fair value of defined benefit plans (517.90)

- Income tax effect on above 179.24

Income tax relating to items that will not be reclassified to profit

or loss

-

Other comprehensive income for the period , net of tax (338.66)

Total comprehensive income for the period, net of tax 5,188.23

Unaudited Financial Results for Quarter ended September 30, 2017 and September 30, 2016 on a consolidated

basis are not comparable.

Significant Developments after December 31, 2016

To the best of our knowledge and belief, except as disclosed in this Preliminary Placement Document, no

circumstances have arisen since the date of the last audited financial statements contained in this Preliminary

Placement Document which materially affect or are likely to affect, the trading and profitability of our Company,

or the value of our assets or our ability to pay material liabilities within the next 12 months save and except what

is stated as under:

1. Enhancement in the value of existing Kalkeshwaram Project - Package No.17 - Investigation, Design

and execution of water conveyor system consisting of lined gravity canal, CM & CD works, tunnel from

₹ 66,748 lakh to ₹ 99,042 lakh.

85

2. We were selected as L1 bidders in projects worth ₹ 209,900 lakh.

3. As of September 30, 2017, our Company’s total borrowings has increased to ₹ 52,698.07 lakh on a

consolidated basis as per Ind AS to meet the working capital/capex requirements of the projects of the

Company and its Joint Ventures.

86

SUMMARY OF KEY DIFFERENCES BETWEEN INDIAN GAAP AND IND AS

The financial statements of Indian companies are prepared as per the Indian Accounting standards (Ind AS)

notified by the Ministry of Corporate Affairs with effect from 1st April 2016, with a transition date of 1st April,

2015. Ind AS 101- First-time Adoption of India Accounting Standards required that all Ind AS standards and

interpretations that are issued and effective for the first Ind AS financial statements which is for the year ended

March 31, 2017 for the Company, on a consolidated basis, be applied retrospectively and consistently for all

financial years presented.

The financial information included in the section - Financial Statements of the Company has been prepared on the basis of the Company‘s audited financial information were prepared in accordance with Indian GAAP. Many differences exist between Indian GAAP and Ind AS that might be material to our financial information. Ind AS have been made applicable in India with effect from April 1, 2016 in phased manner and same are applicable to our Company since January 1, 2017. The matters described below summarize certain key differences between Indian GAAP and Ind AS. No numerical reconciliation of the financial position and results of operations under Indian GAAP and under Ind AS have been included in the Preliminary Placement Document. Therefore, we are not in a position to state as to how our financial position and the results of operations would be impacted when computed under Ind AS.

In making an investment decision, investors must rely upon their own examination of the Company, the terms of

the offering and the financial information. Potential investors should consult their own professional advisors for

an understanding of the differences between Indian GAAP and Ind AS, and how those differences might affect

the financial information included in this Preliminary Placement Document. This is not an exhaustive list of

differences between Indian GAAP and Ind AS; rather, it indicates only those key differences which are considered

to be more relevant to the financial position and results of operations of the Company and does not cover all

differences regarding presentation, classification and disclosure requirement applicable under Indian GAAP and

Ind AS.

Ind AS

Standard

Particulars Treatment as per Indian GAAP Treatment as per Ind AS

Ind AS 1 Presentation of

Financial

Statements

Other Comprehensive Income:

Statement of Other Comprehensive

Income is not applicable under

Indian GAAP. Some items, such as

revaluation surplus, that are treated

as ‘other comprehensive income’

under Ind AS are recognised

directly under Reserves and Surplus

under Indian GAAP. There is no

concept of “other comprehensive

Income” under Indian GAAP.

Other Comprehensive Income:

The statement of profit and loss

and other comprehensive income

includes all items of income and

expense (i.e. all ‘non-owner’

changes in equity) including (a)

components of profit or loss and

(b) other comprehensive income

(i.e. items of income and

expense that are not recognised in

profit and loss as required or

permitted by other accounting

standards under Ind AS). An entity

is required to present all items of

income and expenses including

components of other

comprehensive income in a period

in a single statement of profit and

loss.

Statement of Change in Equity:

A statement of changes in equity is

currently not presented.

Movements in share capital,

retained earnings and other

reserves are to be presented in the

notes to accounts

Statement of Change in Equity:

The statement of changes in equity

includes the following

information:

total comprehensive income

for the period;

the effects on each

component of equity of

retrospective application or

retrospective restatement in

accordance with Ind AS 8;

87

Ind AS

Standard

Particulars Treatment as per Indian GAAP Treatment as per Ind AS

and

for each component of

equity, a reconciliation

between the opening and

closing balances, separately

disclosing each change.

Extraordinary items:

Extraordinary items are disclosed

separately in the statement of profit

and loss and are included in the

determination of net profit or loss

for the period. Items of income or

expense to be disclosed as

extraordinary should be distinct

from the ordinary activities and are

determined by the nature of the

event or transaction in relation to

the business ordinarily carried out

by an entity.

Extraordinary items:

Presentation of any items of

income or expense as

extraordinary is prohibited.

Change in Accounting Policies:

Under Indian GAAP, Changes in

accounting policies should be made

only if it is required by statute, for

compliance with an Accounting

Standard or for a more appropriate

presentation of the financial

statements on a retrospective basis

together with a disclosure of the

impact of the same in the current

year. If a change in the accounting

policy is expected to have a material

effect in the later periods, the same

should be appropriately disclosed.

Change in Accounting Policies:

Ind AS-1 requires retrospective

application of changes in

accounting policies by adjusting

the opening balance of each

affected component of equity for

the earliest prior period presented

and the other comparative

amounts for each period presented

as if the new accounting policy had

always been applied, unless

transitional provisions of an

accounting standard require

otherwise.

Dividends:

Schedule III requires disclosure of

proposed dividends in the notes to

accounts. However, as per the

requirements of AS 4, which

override the provisions of

Schedule III, dividends stated to be

in respect of the period covered by

the financial statements, which are

proposed or declared after the

balance sheet date but before

approval of the financial

statements will have to be recorded

as a provision. Further, as per

recent amendment in Accounting

Standards 4, dividends declared

subsequent to the balance sheet are

to be considered as a non-adjusting

event, which is similar to the Ind

AS requirement.

Dividends:

Liability for dividends declared to

holders of equity instruments are

recognised in the period when

declared. It is a non-adjusting

event, which is an event after the

reporting period that is indicative

of a condition that arose after the

end of the reporting period

Errors:

Prior period items are included in

determination of net profit or loss of

Errors:

Material prior period errors are

corrected retrospectively by

88

Ind AS

Standard

Particulars Treatment as per Indian GAAP Treatment as per Ind AS

the period in which the error

pertaining to a prior period is

discovered and are separately

disclosed in the statement of profit

and loss in a manner that the impact

on current profit or loss can be

perceived.

restating the comparative amounts

for prior periods presented in

which the error occurred or if the

error occurred before the earliest

period presented, by restating the

opening balance sheet.

Presentation of profit or loss

attributable to non-controlling

interests (minority interests):

Profit or loss attributable to

minority interests is disclosed as

deduction from the profit or loss for

the period as an item of income or

expense

Presentation of profit or loss

attributable to non-controlling

interests (minority interests):

Profit or loss attributable to non-

controlling interests and equity

holders of the parent are disclosed

in the statement of profit or loss

and Other comprehensive income

as allocations of profit or loss and

total comprehensive income for the

period.

Reclassification Under Indian GAAP, a disclosure is

made in financial statements that

comparative amounts have been

reclassified to conform to the

presentation in the current period

without additional disclosures for

the nature, amount and reason for

reclassification.

Ind AS requires, when

comparative amounts are

reclassified, the nature amount and

reason for reclassification to be

disclosed.

Ind AS 7 Statement of Cash

Flow

Under Indian GAAP, AS is silent

about inclusion of bank overdraft

in cash and cash equivalents.

Effect of changes in Bank overdraft

is included under financing

activities.

As per Ind AS 7, bank overdrafts

which are repayable on demand

form an integral part of an entity's

cash management, are included as

a component of cash and cash

equivalents.

Ind AS

11

Construction

Receipt

Under Indian GAAP, revenue from

Construction contract is recognized

with reference to stage of

completion of the contract activity

at the reporting date when outcome

of the construction contract is

estimated reliably. All expected

losses are immediately recognized

as expenses in statement of Profit &

Loss.

Revenue from Construction

contracts is recognized in similar

manner as in Indian GAAP. Only

difference is that Ind AS requires

consideration to be measured at

fair value.

Ind AS

12

Income taxes Deferred taxes are computed for

timing differences in respect of

recognition of items of profit or loss

Deferred taxes are computed

for all accounting base and the tax

base of assets and liabilities.

Also, any deferred tax impact on

the adjustment made to transition

to Ind AS is to be assessed and

should be given impact in

financial statements.

Ind AS

16

Depreciation Property, plant and equipment are

not required to be componentised as

per AS 10. However, companies

Property, plant and equipment are

separately. There is no concept of

minimum statutory depreciation

89

Ind AS

Standard

Particulars Treatment as per Indian GAAP Treatment as per Ind AS

Act requires the company to adopt

component accounting. The

Companies Act, 2013 sets out the

estimated useful lives of assets

based on the nature of the asset and

the useful life used for depreciation

ordinarily should not differ from the

useful life specifies in the

Companies Act, 2013. However a

different useful life may be used

based on technical analysis and

requires disclosure in financial

statements. Further, as per recent

amendment in Accounting

Standards 10, the standard is made

in line with the requirements Ind

AS.

under Ind AS.

Ind AS

17

Leases Indian GAAP requires lease

payments under an operating lease

shall be recognised as an expense on

a straight line basis over the lease

term unless another systematic basis

is more representative of the time

pattern of the user’s benefit.

Under Ind AS 17 straight lining of

operating lease is not required, if

the payments to the lessor are

structured to increase in line with

expected general inflation to

compensate for the lessor’s

expected inflationary cost

increases.

Ind AS

19

Employee

Benefits

All actuarial gains and losses are

recognised immediately in the

statement of profit and loss.

Actuarial gains and losses

representing changes in the

present value of the defined

benefit obligation resulting from

experience adjustment and effects

of changes in actuarial

assumptions are recognised in

other comprehensive income and

not reclassified to profit or loss in

a subsequent period.

Ind AS

21

Effects of changes

in Foreign

Exchange Rates:

Functional and

presentation

currency

Foreign currency is a currency

other than the reporting currency

which is the currency in which

financial statements are presented.

There is no concept of functional

currency.

Functional currency is the

currency of the primary economic

environment in which the entity

operates. Foreign currency is a

currency other than the functional

currency. Presentation currency is

the currency in which the financial

statements are presented.

Ind AS

32

Classification of

Equity and

Financial

Liabilities

Under Indian GAAP, financial

instruments are classified as a

liability or equity based on legal

form. Redeemable preference

shares will be classified as

Shareholders Funds. Preference

dividends are always recognized

similar to equity dividends and are

not treated as interest expense.

Under Ind AS, financial

instruments are classified as a

liability or equity according to the

substance of the contractual

arrangement (and not its legal

form) and the definitions of

financial liabilities and equity

instruments.

Dividends on financial

instruments classified as financial

liability are recognised as an

90

Ind AS

Standard

Particulars Treatment as per Indian GAAP Treatment as per Ind AS

interest expense in the statement

of profit or loss and other

comprehensive income.

Hence if preference shares meet

the definition of financial liability,

the dividend is treated as an

interest expense.

Ind AS

37

Provisions,

Contingent

Liabilities and

Contingent Assets

Discounting of liabilities is not

permitted and provisions are carried

at their full values.

When the effect of time value of

money is material, the amount of

provision is the present value of

the expenditure expected to be

required to settle the obligation.

The discount rate is a pre-tax rate

that reflects the current market

assessment of the time value of

money and risks specific to the

liability.

Ind AS

101

First Time

Adoption

There is no specific standard. Full

retrospective application would be

required.

Ind AS 101 gives guidance on

preparation of first Ind AS

financial statement. Ind AS grants

limited mandatory and voluntary

exemptions from full retrospective

application.

Ind AS

109

Financial Assets Financial assets are not defined in

Indian GAAP and no specific

guidance is provided. All assets are

measured and booked at their

transaction value.

All financial assets are

classified as measured at

amortised cost or measured at fair

value through profit and loss or

fair value through other

comprehensive income. All

equity investments are measured

at fair value with value changes

recognized in statement of Profit

and Loss except for those equity

investments for which the entity

has irrevocably elected to present

value changes in OCI.

Financial

Liabilities

Financial liabilities are not defined

in Indian GAAP and no specific

guidance is provided. The common

practice is to recognize financial

liability for consideration received

on its recognition. Subsequently,

interest is recognized at contractual

rate, if any.

Financial liabilities held for

trading are subsequently measured

at fair value through profit and

loss and all other financial

liabilities are measured at

amortised cost using the effective

interest method

Financial

guarantee contract

Under Indian GAAP, the financial

guarantee contracts (i.e. guarantees

given on behalf of subsidiary,

associate or joint venture

companies) are disclosed by way

of contingent liabilities in the

standalone financial statements of

the parent Company. Guarantees

given on behalf of associate and

joint venture companies are

Ind AS 109 requires all financial

guarantee contracts to be

recognized at fair value at

inception. The fair value of the

contract will be equal to the

amount of premium receivable (or

net present value of the

premium if the same is paid

over the period) determined on an

arm’s length basis.

91

Ind AS

Standard

Particulars Treatment as per Indian GAAP Treatment as per Ind AS

disclosed by way of contingent

liabilities in the consolidated

financial statements of the parent

Company.

Subsequently, the issuer measures

it at the higher of the amount of the

loss allowance determined and

(ii) the amount initially

recognised less, when

appropriate, the cumulative

amount of income recognised in

accordance with the principles of

Ind AS 18.

Financial

Instruments -

Provision for

doubtful debts

Under Indian GAAP, provisions are

made for specific receivables based

on circumstances such as. Credit

default of customer or disputes with

customers. An enterprise should

assess the provision of doubtful

debts at each period end which, in

practice, is based on relevant

information such as past

experience, actual financial

position and cash flows of the

debtors. Different methods are used

for making provisions for bad debts,

including ageing analysis and

individual assessment of

recoverability.

In addition to the specific

provisions under Indian GAAP,

under Ind AS, at each reporting

date, an entity shall assess

whether the credit risk on trade

receivables has increased

significantly since initial

recognition. When making the

assessment, an entity shall use the

Expected Credit Loss model to

provide for a loss allowance

over and above any provision for

doubtful debts in the profit and

loss statement. An entity shall

measure expected credit losses to

reflect the following:

An unbiased and

probability weighted

amount that is determined

by evaluating a range of

possible outcomes;

The time value of money;

and

Reasonable and support

able information that is

available without undue

cost or effort at the

reporting date about past

events, current conditions

and forecasts of future

economic conditions.

Ind AS

110/111

Subsidiary v.

Joint

Arrangements

Under Indian GAAP, a Company is

treated as a subsidiary Company if

the parent is holding more than 50%

of the equity/voting rights during

the year. Accordingly, the financial

statements of the parent and its

subsidiaries are consolidated on a

line by line basis by adding together

like items of assets, liabilities,

income and expenses. The

financial statement of Joint Venture

is consolidated on a proportionate

basis by adding together like items

of assets, liabilities, income and

expenses.

An investor controls an investee

when it is exposed, or has rights,

to variable returns from its

involvement with the investee and

has the ability to affect those

returns through its power over

the investee. Accordingly, the

financial statements of the parent

and its subsidiaries are

consolidated on line by line basis

by adding together like items of

assets, liabilities, income and

expenses. Joint arrangement is an

arrangement in which two or more

parties have joint control. Joint

control is contractually agreed

92

Ind AS

Standard

Particulars Treatment as per Indian GAAP Treatment as per Ind AS

sharing of control of an

arrangement which exists only

when decisions about the relevant

activities require unanimous

consent of the parties sharing

control. Based on legal form of

separate vehicle, terms of

contractual agreement and other

facts, joint arrangement shall be

classified either into joint venture

or joint operation. In case of joint

venture, equity method in

accordance with Ind AS 28 is

applied at the time of

consolidation.

93

INDUSTRY

The information in this section is derived from various publicly available sources, government publications and

other industry sources, including the August 2017 edition published by the India Brand Equity Foundation on

Roads, Railways, Power and Ports sector in India. Although we believe industry, market and government data

used in this section is reliable and that website data is as current as practicable, this information has not been

independently verified by us, the Book Running Lead Manager, or other advisors, and no representation is made

as to the accuracy of this information. Industry sources and publications generally state that the information

contained therein has been obtained from sources generally believed to be reliable, but 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. Certain data has been reclassified

for the purpose of presentation and much of the available information is based on best estimates, and should

therefore be regarded as indicative only and treated with appropriate caution. Certain financial and other

numerical amounts specified in this section have been subject to rounding adjustments; figures shown as totals

may not be the arithmetic aggregation of the figures which precede them. Statements in this section that are not

statements of historical fact constitute “forward-looking statements”. Such forward-looking statements are

subject to various risks, assumptions and uncertainties and certain factors could cause actual results or outcomes

to differ materially.

India is the world’s largest democracy by population and the Third largest economy in the world in terms of gross

domestic product (“GDP”) (purchasing power parity) after the United States and China (Source: CIA World

Factbook). It is one of the most attractive destinations for business and investment opportunities due to huge

manpower base, diversified natural resources and strong macro-economic fundamentals. The Indian economy

grew at an average of 7.1% in the Financial Year 2016-2017, slower than 8% as recorded in the previous year

2015-2016, due to the Government’s note ban decision.

INFRASTRUCTURE SECTOR IN INDIA

In developing countries, an essential requirement for economic growth and sustainable development is the

provision of efficient, reliable and affordable infrastructure services, such as water and sanitation, power, transport

and telecommunications. The availability of efficient infrastructure services is an important determinant of the

pace of market development and output growth, and, in addition, access to affordable infrastructure services for

consumption purposes serves to improve household welfare. Primarily, the sector includes the following:

Sr. No. Category Infrastructure Sub Sectors

1. Transport Roads and bridges

Ports

Shipyards

Inland Waterways

Airport

Railway Track, tunnels, viaducts, bridges, terminal infrastructure

including stations and adjoining commercial infrastructure

2. Energy Electricity Generation

Electricity Transmission

Electricity Distribution

Oil Pipelines

Oil/Gas/Liquefied Natural Gas (LNG) storage facility

Gas pipelines

3. Water and Sanitation Solid Waste Management

Water supply pipelines

Water treatment plants

Sewage collection, treatment and disposal system

Irrigation (dams, channels, embankments, etc.)

Storm Water Drainage System

Slurry Pipelines

4. Communication Telecommunication (fixed network)

Telecommunication towers

Telecommunication & Telecom Services

94

Sr. No. Category Infrastructure Sub Sectors

5. Social and Commercial

Infrastructure Education Institutions (capital stock)

Sports Infrastructure

Hospitals (capital stock)

Tourism infrastructure viz. (i) three-star or higher category classified

hotel located outside cities with population of more than 1 million,

(ii) ropeways and cable cars

Common infrastructure for Industrial Parks and other parks with

industrial activity such as food parks, textile parks, Special

Economic Zones, tourism facilities and agriculture markets

Post-harvest storage infrastructure for agriculture and horticultural

produce including cold storage

Terminal markets

Soil-testing laboratories

Cold Chain

Affordable Housing

(Source: Department of Economic Affairs, (Infrastructure Policy and Programme Section)

http://dea.gov.in/sites/default/files/Gazette Notification dated 17th October, 2017.pdf)

In this chapter, we shall discuss the following sub sectors of infrastructure sector in India:

Urban Infrastructure

Marine

Irrigation

Airports and

Roads and Railways

PROJECTED INVESTMENT IN INFRASTRUCTURE

Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling India’s

overall development and enjoys intense focus from Government for initiating policies that would ensure time-

bound creation of world class infrastructure in the country. The Minister of Road Transport and Highways, and

Shipping, has announced the government’s target of Rs 25 trillion (US$ 376.53 billion) investment in

infrastructure over a period of three years, which will include Rs 8 trillion (US$ 120.49 billion) for developing 27

industrial clusters and an additional Rs 5 trillion (US$ 75.30 billion) for road, railway and port connectivity

projects.

Infrastructure sector includes power, bridges, dams, roads and urban infrastructure development. In 2016, India

jumped 19 places in World Bank's Logistics Performance Index (LPI) 2016, to rank 35th amongst 160 countries.

(Source: https://www.ibef.org/pages/37663)

URBAN INFRASTRUCTURE

Indian cities are growing rapidly. There is a need to direct growth in a planned manner with adequate attention to

the transport system at early stages in their development. Cities are witnessing fast growth in the number of

personal motor vehicles, with severe congestion and pollution being the most visible manifestation of the growth

in the number of motor vehicles. Efforts at remedying the situation will need to focus on improving the public

transport system. In several cities this would require implementation of Mass Transit systems such as metro rail,

bus rapid transit, light rail, etc.

Urban Rail, popularly referred to as Metro Rail, has seen substantial growth in India in the recent years. More

cities are experiencing the need for metro rail to meet their day-to-day mobility requirements. Most of the metro

rail projects have been financed by the central government in partnership with the state governments, while some

have been funded by the state governments either on their own or with private partnership. Metro rail projects

provide high capacity public transit and are capital intensive. However, considering the rapid urbanization and the

imminent need for enhancing mobility in cities through metro rail, it is imperative to explore alternative and

innovative sources of funds to supplement the budgetary resources. At the same time, it is also important to ensure

that the proposals are prepared and appraised in a comprehensive manner to enhance

urban mobility as well as the speed and quality of implementation of metro projects. It is in this context that the

95

need for a policy on metro rail has been felt necessary to ensure that such systems are decided upon and

implemented in the most sustainable manner from the social, economic and environmental perspectives.

The following are the prevalent broad models of financing metro rail in India:

a. The existing 50:50 Joint Venture model that is predominantly the major model available for the financing

and organization structure was started with Delhi Metro Rail Corporation and later followed in other

metros like Mumbai Line-3, Chennai, Bangalore, Nagpur, Lucknow, Kochi and Ahmedabad.

b. The second model is that of full funding by the central government. Examples of this model are the first

metro in the city of Calcutta (now Kolkata) by Indian Railways, followed by East-West corridor in

Kolkata being implemented on a 74:26 equity sharing between Ministry of Railways and Ministry of

Housing and Urban Affairs respectively.

c. The third model is that of complete funding by state government; examples are Metro rail in Jaipur and

Monorail in Mumbai.

d. The other model is the Public Private Partnership (PPP). Mumbai Metro Line- 1 and Hyderabad metro

rail have been taken up with Viability Gap Funding (VGF) from Government of India. The Rapid Metro

in Gurugram is an initiative of Government of Haryana where full funding is by the private

concessionaire.

(Source: http://moud.gov.in/upload/whatsnew/59a3f7f130eecMetro_Rail_Policy_2017.pdf)

Options of Mass Rapid Transit Systems (MRTS)

The mass transit systems in cities/ urban agglomeration can be broadly classified into the following 5 categories:

a. Busways and Bus Rapid Transit System;

b. Light Rail Transit;

c. Tramways:

d. Metro Rail;

e. Regional Rail

(Source: http://moud.gov.in/upload/whatsnew/59a3f7f130eecMetro_Rail_Policy_2017.pdf)

Choice of Metro Rail as a Mode of Mass Transit:

The choice of a particular MRTS will depend on a variety of factors like demand, capacity, cost and ease of

implementation. A BRT or LRT systems at grade may require linear pathway to be carved out of existing land if

additional space cannot be made available on the sideways and will reduce the space for other traffic depending

on the width of existing roads. LRTs and Tramways without horizontal separation will have reduced speed and

hence reduced capacity. The capacity of MRTS is generally denoted by passengers per hour per direction

(PPHPD). A BRTS typically has a capacity of 10,000-15,000 PPHPD on a single lane but can be enhanced with

additional lanes. Comparatively metro rail systems are able to carry much higher passenger volumes of 60,000

PPHPD and can go up to 80,000 PPHPD. Such rail based systems also generally provide rapid service, a higher

quality ride and service regularity due to grade separation.

(Source: http://moud.gov.in/upload/whatsnew/59a3f7f130eecMetro_Rail_Policy_2017.pdf)

PORTS / MARINE

Cargo Capacity is expected to increase to increase to 2,493.1 MMT in FY17. The Maritime Agenda 2010-20 has

a 2020 target of 3,200 MT of port capacity. By FY17, cargo capacity at major ports grew to 1,065 MMT in FY17,

from 965.36 MMT in FY16 implying a year-on-year growth of 10.32%.

India has 12 major ports and over 200 non-major ports with cargo traffic on the rise at both kinds of ports. In

H1FY18, major ports in India have handled 326.4 MMT of cargo traffic. In FY17, the 12 major ports in India

handled 647.43 (Million Tonnes) of cargo as compared to 606.37 (Million Tonnes) in FY16, showing a year-on-

year growth of 6.77 per cent.

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(FY18*: Till September 2017)

The following graph illustrates cargo traffic handled at non-major ports in India (MMT):

(Source: http://ipa.nic.in/WriteReadData/Links/State-wise%20traffic%20handled%20at%20portsea7965ce-

8715-4924-8b9a-f3fd6e9d7a1a.pdf)

National Maritime Agenda

The National Maritime Agenda 2010–20 is aimed at the all-round development of the Indian maritime sector.

Following are some of the highlights of the agenda:

Focus on increasing capacity: To create a port capacity of around 3,200 MT to handle the expected traffic

of about 2,500 MT by 2020.

Proposed investments in major ports by 2020 are expected to total US$ 18.6 billion, while those in non-

major ports would be US$ 28.5 billion

World-class infrastructure: To implement full mechanization of cargo handling and movement at ports,

thereby bringing Indian ports on par with the best international ports in terms of performance and

capacity

Strategically building ports: To develop two major ports (one each on East and West coast) to promote

trade as well as two hub ports (one each on the West coast and the East coast) – Mumbai (JNPT), Kochi,

Chennai, and Visakhapatnam

Notable trends in the port sector in India:

Increasing private participation: Strong growth potential, favorable investment climate and sops provided by

state governments have encouraged domestic and foreign private players to enter the Indian ports sector. In

addition to the development of ports and terminals, the private sector has extensively participated in port logistics

services.

Setting up of port based SEZs: SEZs are being developed in close proximity to several ports, thereby providing

strategic advantage to industries within these zones. Plants being set up include:

Coal-based power plants to take advantage of imported coal

Steel plants and edible oil refineries

Specialist terminal based ports: Focus on terminals that deal with a particular type of cargo. This is useful for

handling specific cargo such as LNG that requires specific equipment and hence high capital costs. Forming

specialist terminals for such cargo results in optimal use of resources and increased efficiencies. Examples of

606.4 647.4

326.4

0

500

1000

FY16 FY17 FY18*

Cargo Traffic at Major Ports (MMT)

465.9 485.2

0

200

400

600

FY16 FY17

Cargo Traffic at Non-Major Ports (MMT)

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specialist terminals: ICTT in Cochin, LNG terminal in Dahej Port.

Landlord port model: To promote private investments, the government has reformed the organizational model

of seaports

From: A ‘service port’ model where the port authority offers all the services.

To: A ‘landlord port’ model where the port authority acts as a regulator and landlord while port

operations are carried out by private companies

Ports to operate on Green energy: Government of India is targeting to make the country the first in the world

to operate all 12 major domestic government ports on renewable energy. The government plans to install almost

200 MW wind and solar power generation capacity by 2019 at the ports. The energy capacity could be ramped up

to 500 MW in future years.

(Source: https://www.ibef.org/download/Ports-October-2017.pdf)

IRRIGATION

Sustainable development and efficient management of water is an increasingly complex challenge in India.

Increasing population, growing urbanization, and rapid industrialization combined with the need for raising

agricultural production generates competing claims for water and good irrigation system. Additionally, as a result

of uncertain rainfall and a growing sense of an impending water crisis in the country, irrigation has become

essential in India.

The irrigation projects are classified into three categories viz. major, medium and minor. Projects which have a

cultivable command area (CCA) of more than 10,000 ha. are termed as major projects, those which have a CCA

of less than 10,000 ha. but more than 2,000 ha. are termed as medium projects and those which have a CCA of

2,000 ha or less are known as minor projects. In Annual Plan 2016-2017, there is a marginal decline in the plan

outlay in irrigation and flood control sector over the allocation from Rs. 831,434.06 lacs in 2015-2016 to Rs.

730,784.00 lacs for 2016-2017. An amount of Rs. 638,866.52 lacs is provided in the budget 2016-17 for the

projects under Major Irrigation and an amount of Rs..67,762.20 lacs is provided in budget 2016-17 for the Minor

Irrigation projects.

(Sources: http://www.apsdps.ap.gov.in/dp/downloads/Annual_Plan_2016_17.pdf)

AVIATION

The aviation industry’s potential in India is massive. India is set to become 3rd largest aviation market by 2020. In

FY17, airports in India witnessed domestic passenger traffic of about 205 million people. By 2020, passenger

traffic at Indian airports is expected to increase to 421 million from 264.99 million in 2016-17. Travel and tourism

are expected to contribute US$ 423.7 billion to GDP by 2026.

Investments totalling US$ 11.4 billion in the airport sector are expected to be made during the 12th Five Year

Plan (2012- 17); of these, private investments are expected to total US$ 9.3 billion. The government has been

encouraging private sector participation. Foreign investment up to 49 per cent is allowed under automatic route

in scheduled air transport service, regional air transport service and domestic scheduled passenger airline.

Notable Trends

Rising Private Participation: Currently, five international airports have been completed successfully under PPP

mode. Investment made by private sector during the 12th Five Year Plan (2012–17) is expected to increase by

69.1 per cent to US$ 9.3 billion over that during the 11th Five Year Plan. Four existing airports and two greenfield

projects will be offered on PPP basis which is expected to attract investments from private players.

Greater use of non-scheduled airlines: Rising business activity has led to higher demand for non-scheduled

airlines. As of July 2017, there are 112 operators (NSOP).

Focus on non-aeronautical revenue: Indian airports are emulating the SEZ-aerotropolis model to enhance

revenues; focus on revenues from retail, advertising, vehicle parking, etc.

Policy Initiative

Greater Focus on Infrastructure: GOI envisions airport infrastructure investment of US$ 11.4 billion under the

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12th Five Year Plan (2012-17). The Indian government is planning to invest US$ 1.83 billion for development of

airport infrastructure along with aviation navigation services by 2026.

Liberalisation, Open sky policy: With the opening of the airport sector to private participation, six airports across

major cities are being developed under the PPP model. Currently 60 per cent of airport traffic is handled under

the PPP model, while the remaining 40 per cent is managed by the AAI. In May 2017, India and Spain signed an

MoU for cooperation in civil aviation industry. The MoU would spur greater trade, investment, tourism and

cultural exchanges between both the countries.

Taxes and Duties: 100 per cent tax exemption for airport projects for a period of 10 years is given. Indian aircraft

Manufacture, Repair and Overhaul (MRO) service providers are exempted completely from customs and

countervailing duties.

Budgetary support: In the Union Budget for FY17, Government of India, for the purpose of equity infusion has

earmarked US$ 255.86 million for Air India Limited. Also, a budget of about US$ 14.98 million has been allocated

to Airports Authority of India, of which US$ 4.29 million has been attributed towards Pakyong, Sikkim project.

The government has planned to allocate a sum of US$ 11.80 million to Directorate General of Civil Aviation to

implement various schemes.

(Sources: https://www.ibef.org/download/Aviation-October-20171.pdf)

ROAD TRASNPORT

Road transport is a critical infrastructure for the economic development of a country. It influences the pace,

structure and pattern of development. In India, road infrastructure is used to transport over 64.5% of total goods

and 90% of total passenger traffic. National highways comprise only 1.9% of network but carry 40% of traffic.

India has the second largest road networks in the world consisting of 5.21 million kilometers (km) consisting of

national highways, expressways, state highways, major district roads, other district roads and village roads with

the following distribution.

National Highways/Expressways 1,03,933 kms

State Highways 161,487 kms

Other Roads 52,07,044 kms

The following table states the distribution of national highways in terms of width:

Single lane/Intermediate lane 19,330 kms

Double lane 40,658 kms

Four lane/six lane/eight lane 19,128 kms

The Ministry of Road Transport and Highways has been entrusted with the responsibility for construction and

maintenance of national highways. All roads other than national highways in the states fall within the jurisdiction

of respective state governments.

(Source: https://www.ibef.org/download/Roads-October-2017.pdf)

Policy initiatives for the road sector

Support from the Union Budget: For the financial year 2016-17, NHAI has made budgetary provisions for a cess

of Rs. 24,107.35 crore and Rs. 7,475 crores as plough back of funds deposited by NHAI in Consolidated Fund of

India (CFI) against toll Collection, Revenue Share, Negative Grant & Premium. An additional budgetary support

of Rs. 1,140 crores for SARDP-NE & J&K projects, Rs. 1,326 crores for Eastern Peripheral Expressway and Rs.

1,128 crore for Grant for Maintenance and Repair for National Highways.

Rural Development: The Ministry has set up Left Wing Extremism (LWE) Division under Chief Engineer for

sanctioning and implementing the above programme through respective State Public Works Departments (PWDs).

As on 30th November, 2016, the detailed estimates for 5,422 km length have been sanctioned at an estimated cost

of Rs. 8,585 crore, out of which, works on 5,406 km length costing Rs. 8,497 crore have been awarded.

Development in 4,153 km length has been completed up to November, 2016 and cumulative expenditure incurred

so far is Rs. 5,964 crores.

Introduction of Hybrid Annuity Model (HAM): The HAM Model has been approved by the CCEA. As per the

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model, 40% of the Project Cost is to be provided by the Government as ‘Construction Support’ to the private

developer during the construction period and the balance 60% will be paid as annuity payments over the operations

period along with interest on outstanding amount. The payable interest rate is linked to market rates (Bank

Rate+3.00%). There is separate provision for O&M payments by the Government to the concessionaire. The

private party does not have to bear the traffic and inflation risks.

Central Road Fund (CRF): During the year 2016-17 (up to December, 2016), 409 proposals involving a cost of

Rs. 5,693 crore have been approved for improvement of state roads under the CRF excluding the works approved

under the schemes.

International Support: The third meeting of the India-Japan Joint Working Group (JWG) in the Roads and Road

Transportation sector was held in New Delhi on 24.10.2016 under the Framework of Cooperation (FoC) signed

in September 2014 between India and Japan. In the meeting, the two delegations deliberated on collaboration in

the areas of construction of highways in mountainous regions, technologies for building bridges, road safety

measures and developing highway management systems.

(Source: Annual Report of Ministry of Road Transport and Highways 2016-2017

(http://morth.nic.in/showfile.asp?lid=2631))

RAIL TRANSPORT

India has the world’s fourth largest rail network (Source: https://www.ibef.org/download/Railways_-_October-

2017.pdf). The railways play a significant role in India’s transport sector. Indian Railways has 12,617 passenger

trains carrying over 23 million passengers daily. On the commercial front, 1,107.1 million tonnes of freight was

transported via trains in FY17. Up to August 2017, freight traffic stood at 466.82 million tonnes.

Strong Revenue Growth

The Indian Railways revenue has been the strongest over the years. During the Financial year 2007-2017, the

revenue has increased at a CAGR of 9.8 per cent to US$ 25.62 billion in FY17. The revenues from the sector are

estimated to reach to US$ 44.5 billion by the end of FY20. Overall, revenues are expected to expand at a CAGR

of 12.2 per cent during FY07-20.

The Indian Railways has attracted increasing foreign investment through strategic alliances with various countries

over the last few years.

Notable Trends in the railways sector

Demand for urban transport: There is a rapid increase in demand for urban mass transportation systems in the

country. Several metro rail projects are in progress to improve connectivity within cities; the Delhi Metro has

emerged as an internationally acclaimed venture. The central government inaugurated the Pune Metro Rail project

on December 24, 2016. The metro line would have 30 stations and the 1st phase would cover a distance of 31.25

km. The project is estimated to be completed at a cost of US$ 1.67 billion.

International Investment: Indian Railways has attracted increasing foreign investments through strategic

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alliances with various countries over the last few years. Indian railways received foreign investments worth Rs

42,000 crore (US$ 6.59 billion) in May 2016 over two contracts with one European and one American company.

6 major global players have shown keen interest in developing ultra-high-speed trains in India.

High Speed Rails: In coordination with the Japanese government, a high speed passenger train corridor, between

Ahmedabad to Mumbai is being undertaken. Construction of the project is likely to commence in 2017. As part

of Railway Budget 2016-17, the government launched a new train “Mahamana Express” connecting Varanasi and

Delhi and is considering increasing the average speed of freight trains to 50 km/h and mail or express trains to 80

km/h by the end of 2020. In April 2017, the government announced intentions to develop 180 Kms Delhi-Rewari-

Alwar Regional Rapid Transport System with an investment of around US$5.5 billion. The project would enable

passengers to travel from Delhi to Alwar in just 104 mins.

Modernization/Technology: In October 2017, it was decided that modernization of 20 train stations will be

undertaken to create superior infrastructure and passenger facilities. Indian Railways is planning to launch an

integrated mobile application for availing all travel-related services such as hiring taxis, pre-ordering a meal,

requesting for porter services, lodging at a retiring room, etc. Indian Railways is considering introduction of

lightweight aluminium coaches in the rail network to reduce the travelling time between metropolis by 2018.

Manufacturing of Modern Linke Hofmann Busch coaches has started in 2017 in India. These coaches are equipped

with modern technology and can prevent capsizing during derailment.

Expanding Scope of Public Private Partnership (“PPP”): In December 2012, the Cabinet approved the new

policy of ‘participative models for rail-connectivity and capacity augmented projects’. The policy addressed the

issues of ownership of the railway line and repayment of investment.

Since the launch of the policy, railway authorities have received various proposals from private investors and have

already given approval (can now acquire land and begin construction) for four port connectivity projects, to ease

congestion. Indian Railways started the PPP mode of funding and has already awarded projects which amounted

to around US$ 1.73 billion in the first seven months of FY16. For FY17, PPP investment is estimated to reach

US$ 2.7 billion as per the revised estimates. In January 2017, Indian Railways has signed a JV agreement with

the Government of Jharkhand to develop the state’s railway infrastructure.

(Sources: https://www.ibef.org/download/Railways_-_October-2017.pdf)

THE INDIAN POWER SCENARIO

India is the third largest producer and fourth largest consumer of electricity in the world, with the installed power

capacity reaching 330.86 GW by November 2017. The country also has the fifth largest installed capacity in the

world. Wind energy is estimated to contribute 60 GW, and solar power is estimated to contribute 100 GW by

2022. The target for renewable energy has been increased to 175 GW by 2022.

The following table states the all India installed capacity (in MW) of power stations as on November 30, 2017:

Ownership Thermal Nuclear Hydro RES

(MNRE)

Total

Coal Gas Diesel Total

State 63,780.50 7,078.95 363.93 7,1223.38 0.00 29,858.00 1,976.90 1,03,058.27

Private 74,496.00 10,580.60 473.70 85,550.30 0.00 3,394.00 58,180.76 1,47,125.06

Central 54,695.00 7,490.83 0.00 62,185.83 6,780.00 11,711.42 0.00 80,677.25

Total 1,92,971.50 25,150.38 837.63 2,18,959.51 6,780.00 44,963.42 60,157.66 3,30,860.58

(Source: http://www.cea.nic.in/reports/monthly/installedcapacity/2017/installed_capacity-11.pdf)

Power Generation has grown rapidly over the years in India. Electricity Production in India stood at 1,160.1 BU

in FY17. The Country witnessed growth of around 4.72 per cent over the previous fiscal year. Over FY10–FY17,

electricity production in India grew at a CAGR of 7.03 per cent. The 12th Five Year Plan projects that, total

domestic energy production would reach 844 million tonnes of oil equivalent (MTOE) by 2021–22.

A total of 13,872 villages out of 18,452 un-electrified villages in India have been electrified up to June 30, 2017

as part of the target to electrify all villages by May 1, 2018.

Power is one of the key sectors attracting FDI inflows into India. From April 2000 to June 2017, India recorded

FDI of US$ 5.85 billion in non-conventional energy sector. New and renewable energy sector witnessed maximum

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power generation capacity addition, since 2000. Power sector accounted for 3.44 per cent of total FDI inflows till

March 2017. Cumulative FDI inflows into the sector in April 2000–June 2017 were US$ 11.77 billion.

An increase in industrial activity coupled with increasing penetration, per-capita consumption and a growing

middle class and consumer base has led to a growth in demand for power. This growth has been supported by

various government policies. Some of the policy initiatives include the Electricity Act, 2003 which is a liberal

framework for generation, fuel supply agreements of power companies with Coal India Limited, development of

ultra-mega power projects and the National Tariff Policy, 2006, R-APDRP which was launched by Ministry of

Power with the purpose of reducing AT&T losses up to 15 per cent by upgradation of transmission and distribution

network, National Tariff Policy (2016). The National Tariff Policy for Electricity was amended by the Union

Government on 20 January, 2016. Special focus on renewable energy has been laid. In order to promote use of

renewable energy, solar Renewable Purchase Obligation (RPO) is proposed to increase to 8 per cent by 2022.

(Sources: https://www.ibef.org/download/Power-October-20171.pdf)

Hydroelectric Power

Hydro power is a renewable, economic and non-polluting source of energy. Hydro power stations have inherent

ability of quick starting, stopping and load variations offering operational flexibility and help in improving

reliability of power system. Hydro stations are the best choice for meeting the peak demand. The generation cost

is not only inflation free but reduces with time. Hydroelectric projects have long useful life extending over 50

years and help in conserving scarce fossil fuels. They also help in opening of avenues for development of remote

and backward areas. Development of hydro power resources is important for energy security of the country. It

takes about 10 years for developing a large size hydro project from planning to commissioning. The construction

period of a large hydro project after placement of Letter of Award for the main packages could span 5 years or

more. It is therefore necessary to prepare a long term plan of hydropower development covering at least 10 years

period. India has an estimated hydro potential of about 176,990 MW, out of which only 21.5% that is 38,160 MW

is commissioned.

(Source: http://www.eai.in/ref/ae/hyd/hyd.html)

Industrial civil works

Industrial civil works largely consist of plant, building, chimneys, silos, conveyers, furnace and administrator

buildings which form an integral part of the manufacturing capacities.

The last few years have been one of the toughest for Indian manufacturing sector. The slowdown was visible

through dramatic fall in the cumulative growthrate of eight core industries and of Index ofIndustrial Production

(IIP) over the last three years. The IIP registered a growth of 3.8 % in September, 2017 over the Index of

September, 2016. The growth for Index of Manufacturing, Mining and Electricity was 3.4 %, 7.9 % and 3.4 %

respectively during September, 2017.

(Sources: http://www.eaindustry.nic.in/iip/IIP_Highlights.pdf)

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OUR BUSINESS

Some of the information contained in the following discussion, including information with respect to our plans

and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the

chapter titled “Forward-Looking Statements” beginning on page 13 for a discussion of the risks and

uncertainties related to those statements and also the chapter titled “Risk Factors” beginning on page 29 for a

discussion of certain factors that may affect our business, financial condition or results of operations. Our actual

results may differ materially from those expressed in or implied by these forward-looking statements. Our fiscal

year ends on December 31 of each year, so all references to a particular Fiscal are to the twelve months period

ended December 31 of that year.

Overview

We are one of the leading civil engineering, contracting and construction organizations providing integrated

design, engineering, procurement and construction services, for over eight decades, for infrastructure development

projects in India. Our current business covers major infrastructure areas including maritime structures, highways,

bridges and flyovers, urban infrastructure projects/mass rapid transit systems, specialist engineering works,

hydroelectric power projects, tunnels and dams, irrigation projects, industrial civil works, airports and civil works

of water and waste water projects.

Our focus areas, in relation to civil engineering, for providing design, engineering, procurement and construction

services under each segment are as follows:

Urban infrastructure/

MRTS Construction of civil and building structures for mass rapid transportation

systems (“MRTS”)

Construction of tunnels, underground railway stations and installation of

track;

Construction of integrated passenger terminals and allied services at

airports.

Maritime Structures Construction of jetties, dolphins and service platforms;

Construction of quay, berths on concrete and steel piles as well as solid

gravity type wharf structures;

Construction of ship lift, dry dock, wet basin (in complete marine

condition) and inclined berth;

Break water and piled approach trestles;

Steel pipes (vertical and raker), bored cast in-situ pile;

Undersea ground improvement;

Dredging and land reclamation;

Coastal erosion protection and rock bund.

Hydroelectric power

projects, tunnels, dams and

irrigation projects

Construction of concrete and masonry dams, micro tunnelling, earth fill

embankments, irrigation canal structures and hydro tunnels;

Construction of hydroelectric power stations.

Industrial structures and

buildings Construction of plant buildings for power, steel, refineries and fertilizer

sectors;

Civil works for water treatment and water intake systems;

Buildings for educational institutions, hospitals, shopping malls and IT

parks.

Specialist Engineering Foundation and specialist works including geotechnical investigations,

piling, diaphragm walling, sand wicks / band drains, vibro-floatation stone

columns / vibro compaction, drilling and grouting, rock / soil anchors,

colcrete, gunite / shotcrete, grouted mattress, repairs, tube heading and

box pushing.

Highways, bridges and

flyovers Construction of roads, bridges and flyovers.

Our Competitive Strengths

We believe the following are our principal competitive strengths which we expect will continue to contribute to

the realization of our business strategy going forward including growth in our current areas of operation and areas

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we plan to expand into.

Strong order book with diversified presence across segments, clients and geographies

Our Company’s total outstanding Order Book as on September 30, 2017 is ₹ 8,13,082 lakhs well diversified across

segments like Maritime Structures, Urban Infrastructure Projects/Mass Rapid Transit Systems, Hydroelectric

Power Projects, Tunnels and Dams, Irrigation Projects, Highways, Bridges and Flyovers, Industrial Structures and

Buildings and Specialist Engineering. These projects are geographically dispersed across various states in the

country. We are currently executing 67 projects across 14 states in India. Further, our clients comprise of

government organisations, port authorities, public sector undertakings, large private sector companies, state

boards amongst others. Through these segments, clients and geographic diversity, we are able to mitigate the

concentration risks associated with operations in specific segments, limited clientele and specific states in India.

Our operations are supported by our corporate headquarters in Mumbai and our area offices in Delhi, Kolkata and

Chennai.

Extensive experience and proven track record in the construction industry

We have executed several significant projects across the country and have developed competency in areas

including mass rapid transit systems, maritime construction, industrial civil works, airports, foundations including

piling of all types in different soil and geographic conditions, thereby positioning ourselves amongst the market

leaders in some of these areas.

We believe that our expertise and track record in implementation of projects provides us with significant

competitive advantages. Further this enables us to better position to deal with construction or implementation risk.

We further believe that our execution capabilities have witnessed a steady growth and we are able to execute a

diverse range of projects effectively. We believe that our experience has made us familiar with the risks associated

with undertaking projects in India, which has enabled us to bid for, negotiate agreement and execute our projects

more effectively and efficiently. We believe we have good working relationships with our suppliers, our

employees and sub-contractors. Such relationships facilitate the efficient execution of projects.

Further we believe we can meet the pre- qualification requirements for a large number of projects across various

segments, in terms of having the requisite experience, technical know-how, and financial resources, either in our

own accord or as a partner in a joint venture. Our Company believes that its credentials enable us to enter into

joint ventures and partnerships with reputable partners which, in turn, enable us to bid for large and complex

projects.

Established reputation for execution of large and complex infrastructure projects

Over the last eight decades of our presence in India, our Company has successfully completed large and complex

infrastructure projects like construction of integrated passenger terminal building at the Netaji Subhash Chandra

Bose Airport at Kolkata, various roads under the National Highway Development Program, tunnelling for the

Delhi Metro, piling wok for the Asia’s first stock exchange amongst others.

With the Indian economy expanding, projects in the infrastructure sector are also increasing in size and

complexity. In addition, increased funding in infrastructure development, from the private sector, is resulting in

projects being tendered to demanding schedules, design and execution methodologies. It also requires the

contracting organisation to have robust organisational methods in tendering and execution to meet demanding

schedules, to budget and to deliver international quality standards.

We believe we have skilled manpower and management, good organisational processes, professional approach to

risk and its containment all of which translates into our ability to manage multiple, large and complex projects.

Our Company is therefore well placed in this contracting environment and we believe this gives us the competitive

edge when compared to other construction companies.

Strong parentage that provides access to technology and experience

Our Promoter is one of the largest construction companies in Thailand and has contributed to the development of

Thailand’s infrastructure for over five decades. It has achieved significant success in this sector including

construction of integrated metro rail projects, airports, tunnels, highways, elevated expressways, bridges, railways

and buildings, e.g. Bangkok Mass Transit System, Suvarnabhumi airport, elevated corridor projects in Bangkok.

104

Our Promoter continually extends support in the execution of our business plan by providing access to its

technologies and know-how as well as deployment of skilled personnel wherever necessary. We, through our

Promoter, have access to major international design and engineering organisations and leading construction

groups to support pre-qualification and execution of major projects in the infrastructure sector. As on September

30, 2017, we have undertaken a total of 11 projects like BMRCL amongst others through joint ventures with our

Promoter where they have also helped us meet the pre – qualification criteria. We believe that this extensive

support from our Promoter, provides us with a competitive advantage when participating in large projects.

Utilization of different and varied technologies and availability of various specialized equipment

We own a fleet of equipment and tools including modern equipment for flyover construction, concrete production

and movement, maritime gantries, modern hydraulic piling plant and associated equipment. Additions to our fleet

of equipment and tools are carried out, based on project requirements and schedules to cater to the needs of various

project sites located pan India. We believe this provides us with strategic and competitive advantage in our

business. This access to modern technologies, processes and skills helps our Company, provide our clients with

comprehensive, value engineered solutions to meet varied civil engineering challenges, especially in areas of

ground engineering, piling, maritime construction and irrigation projects.

Professional and experienced senior management team and a highly skilled employee base

We believe that we have an experienced professional senior management team, supported by a capable and

talented pool of employees to maintain strategic direction, manage current operations and risk profile and meet

future business challenges, including the planned expansion and the addition of new businesses. It has been our

policy to induct and retain skilled and experienced human resources for all of our operations. As of September 30

2017, we have 1,953 permanent employees, including engineers, graduates and post graduates.

We have trained project management and corporate resources to support multiple large projects nationally and are

continuously working to enhance this large trained pool of human resources through training and development

and skill upgradation programs.

Quality control, health, safety and environment

We have developed integrated systems for management of quality, health, environment and safety and are keen

to maintain global standards on the same in our operations with a view to make us the preferred partner for project

developers.

Our commitment and compliance to these standards have enabled us to be one of the few construction companies

in India to be accredited by DNV, to certify our Company for the following standards:

ISO-9001:2008: Quality management systems standards;

OHSAS-18001:2007: Occupational health and safety management systems standards; and

ISO-14001:2004: Environmental management systems standards.

Our Business Strategies

Expand into infrastructure sector through participation in key projects on our own or in partnership with

companies with complimentary skill sets

As a natural extension to our construction operations, we are continuously evaluating opportunities for

participation on our own and/or with our Promoter and/or other developers in infrastructure activities where our

participation in sharing the development of the project would lead to significant new construction opportunities

on preferred terms. Our participation in select infrastructure projects would be based on a careful review of our

overall margins from these projects including the follow-on construction opportunity in comparison to the risks

therein.

We also intend to pursue projects in select sectors where we enjoy expertise and limited competition such as

Urban Infrastructure / MRTS and Maritime Structures. We also intend to undertake, on a selective basis, larger

and more complex projects.

Continue to enhance our core strengths such as execution capability with appropriate systems, processes and

on- site working

105

We believe that our ability to effectively manage projects in multiple geographic regions is crucial to ensure our

continued success as a recognized construction and project management company. We have in place an

experienced and well-qualified execution team, with skills in various fields, including civil, structural, electrical

and mechanical works. We intend to continuously strengthen our execution capabilities by adding to our existing

pool of engineers, attracting new graduates from leading engineering colleges in India, focus on team building

and facilitating continuous learning with in-house and external training opportunities. In addition, our support

groups in plant, inventory, procurement, marketing, finance, legal and safety are also continuously reviewed to

meet requirements of increasing project size, locations and complexity.

Expand areas of construction offering significant growth opportunities in the country

Our current areas of operation include mass rapid transit systems, maritime structures including construction of

jetties, dolphins and service platforms, dry dock, wet basin highways, bridges and flyovers including roads,

bridges and flyovers, specialist engineering works including stone columns, drilling and grouting piling,

diaphragm walling, hydroelectric power projects, tunnels and dams, industrial civil works and urban infrastructure

projects. Considering the opportunities being available in areas including airports, elevated roads, micro tunnelling

and waste water management, we have developed the necessary competencies and formed business development

teams focussed on converting these market opportunities. We believe this will help in diversifying our sources of

revenue and mitigate risks. In addition, we will be well positioned to benefit from increasing capital expenditures

in these sectors.

Further strengthen financial capabilities to take up major construction projects and infrastructure

development activities

In addition to requirements of past track record of similar projects, availability of bid capacity and other technical

criteria, project sponsors including government and private developers require adequate financial criteria to be

met by contractors bidding for their projects. These financial criteria includes net worth, availability of working

capital funds for a portion of the contract cost. We plan to focus on cash positive and margin accretive projects,

with faster claim realization and cost reduction through increasing efficiency.

The overall financial plan, of our Company, includes exploring possible avenues for participation in the

infrastructure development projects to position our Company to benefit from major infrastructural opportunities

that are emerging in the country in the medium to long term.

Consolidate position in infrastructure space

We believe that infrastructure will be a major driver for growth in the Indian construction industry in the

foreseeable future due to increased levels of government and private industry investment in infrastructure. Thus,

there will be numerous opportunities for infrastructure creation. In anticipation of the trend towards increased

infrastructure investment, we have developed skill sets across a diverse portfolio of infrastructure projects in

recent years, including construction of maritime structures, roads, bridges and flyovers, mass rapid transit systems,

hydroelectric power projects, water supply projects, water treatment projects, tunnels and dams. Our business plan

and growth is expected to come from increased infrastructure spending in growth sectors including industrial civil

works, airports, metro rails projects, elevated road, rail corridors, ports, major bridges and flyover. We have

leveraged and will continue to leverage on our wide ranging experience in the infrastructure segment to capitalize

on opportunities to win and execute diverse infrastructure projects. We intend to focus on on-time completion of

projects, endeavour towards an injury free environment and Continue to improve our quality and environment

standard. We intend to bid for and secure more complex and profitable infrastructure projects, as well as continue

to focus on those types of infrastructure projects that are within our core competence.

Improving our productivity and competitiveness

We intend to increase the efficiency and competitiveness of our operations by continuously investing in state of

the art construction machinery and equipment and related operating methods, in order to maximize efficiency of

labour, material and reduce our costs and the time taken to execute our projects. We also intend to continuously

improve our project management skills and control operating and overhead costs to maximize our operating

margins. To facilitate efficient and cost-effective decision-making, we intend to continue to strengthen our internal

systems. We believe that this will make us more efficient and also make us more competitive.

Development of human resources and skills enhancement

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We believe that we have a professional work environment, participative leadership and management, which helps

us attract and retain key construction and engineering professionals who are well rated in the industry. We believe

that our ability to effectively manage projects in multiple geographic regions is crucial to our continued success

as a recognised infrastructure company at a national level. We have in place an experienced and well – qualified

execution team, with skills in various fields, required to handle a diverse project portfolio. We intend to

continuously add to our existing pool of engineers, attract fresh, young talent and facilitate continuous learning

with in-house and external training opportunities.

Pursuing select projects in international markets

Over the years, we have steadily and successfully increased our business portfolio catering to a range of

construction projects situated over diverse geographies in India. To diversify our business, we look forward to

further extend our business to other geographies such as Africa, Middle East and South East Asia, either by

ourselves or through joint ventures. For example, we had in the recent past submitted a bid for a maritime project

in Egypt. We intend to concentrate on projects and geographies where we can retain a competitive edge and seek

better margins.

Our Business

We are a company having capabilities in providing integrated design, engineering, and procurement and

construction services, for over eight decades, for infrastructure development projects in India. We are actively

expanding our engineering, procurement and construction operations into a wider variety of projects as well as in

terms of geography.

Order book

We define Order Book as:

“Order Book” means the Total Contract Value (as defined below) of all Existing Contracts of the Company (as

defined below) as of such date, minus any revenue already recognised by the Company of such Existing Contracts

up to and including such dates. “The Total Contract Value” and “Existing Contracts” of the Company are stated

below:

(a) “Total Contract Value” means the entire value of a project including price escalation, bonus claims

adjudication as per contractually agreed terms. Other claims or variations in the contract works are

included in contract value only when they have been accepted by the client.

(b) “Existing Contracts of the Company” includes the work order/letter of award/contracts entered into by

the Company and in case of Joint Ventures, the Company’s share of the Total Contract Value

The table below sets forth the Company's Order book as of September 30, 2017:

Segment

Order Book of the Company As a % of

total Order

Book

No. of

Projects

Total Contract Value

(₹ in lakh)

Urban infrastructure projects/mass rapid

transit systems

15 4,85,970 60

Maritime structures 15 2,08,932 26

Hydroelectric power projects, tunnels and

dams and irrigation projects 8 74,569 9

Industrial Structures and Buildings* 8 19,454 2

Specialist engineering works 17 12,933 2

Highways, bridges and works 4 11,224 1

Total 67 8,13,082 100

* Includes water and waste water

Apart from these, we are selected as L1 Bidder for one project as on September 30, 2017 worth Rs 209,900 lakh

and an addition of scope in one of the existing projects by Rs 32,290 lakh.

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Order Book Break up – Client wise

Our Business Segments

Our segment wise revenue in the last 3 (three) Fiscal Years 2016, 2015 and 2014 is presented as under:

(₹in lakh)

Name of the Division Fiscal Year 2016 Fiscal Year 2015 Fiscal Year 2014

Urban Infrastructure / MRTS 25,440 38,641 34,488

Maritime structures 1,72,302 1,47,400 53,020

Hydroelectric power projects, tunnels and

dams and irrigation projects

20,638 16,776 9,549

Industrial structures and buildings 22,283 25,375 8,389

Specialist Engineering 26,404 32,028 32,832

Highways, bridges and flyovers 41,790 46,650 32,964

A detailed description of each of our services provided under each of our business segments is set forth below:

Urban Infrastructure / MRTS

In the Urban Infrastructure /Mass Rapid Transit Systems segment, our Company is primarily involved in the

construction of mass rapid transit systems. We have also ventured into construction of passenger terminals and

allied services at airports. Most of our completed and current projects are item-rate contracts which are undertaken

independently by us. We also execute some of our projects on a joint venture basis.

As of September 30, 2017, we have a total of 15 Urban Infrastructure / MRTS contracts in different stages of

construction underway, with an aggregate value of ₹ 4,85,970 lakh and contributing60% of the total Order Book

of our Company.

Below is a selection of some of our significant projects in the Urban Infrastructure / MRTS segment which are

currently being undertaken:

Name and Description of Project State Total Contract Value

(₹in lakh)

Construction of 7 (seven) stations for airport corridor of

Kolkata Metro Railway Line

West Bengal 38,505

Construction of 10 (ten) elevated metro stations for Nagpur

Metro Rail Project

Maharashtra 44,575

Design and construction of elevated viaduct of the Nagpur

Metro Rail Project

Maharashtra 37,217

Execution of Civil Engineering works for RCC box tunnel

for the Kolkata Metro Railways

Maharashtra 30,677

Construction of 8 (eight) elevated metro stations for the

Nagpur Metro Rail Project

Maharashtra 31,031

Design and construction of underground section for the

Kolkata Metro Railway

West Bengal 81,108*

Private ,

16%

Government, 25%

PSUs, 59%

As of September 30, 2017

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Name and Description of Project State Total Contract Value

(₹in lakh)

Design and construction of underground section including 3

(three) underground stations for Mumbai metro rail project

Maharashtra 113,204*

Construction of elevated structures for Bangalore Metro

Railway

Karnataka 55,161

Construction of elevated structures for Bangalore Metro

Railway

Karnataka 54,704

Construction of elevated structures for Bangalore Metro

Railway

Karnataka 38,842

Construction of elevated structures for Bangalore Metro

Railway

Karnataka 40,909

*Denotes our Company’s share in respective joint venture projects

Maritime Structures

Under the Maritime Structures, our Company is primarily involved in the construction of jetties, dolphins and

service platforms, construction of quay, berths on concrete and steel piles as well as sold gravity type wharf

structures, construction of ship lift facility, dry dock, wet basin and inclined berth, building of jetties for handling

liquid and solid cargo, wharfs, berths and quays for handling of containers. In this area of operation, we provide

design, planning and execution of contracts using various equipments and technologies like steel piles, raker piles,

large diameter and deep concrete in-situ piles, deck and superstructure to international standards.

Most of our completed and current projects are item-rate contracts which are undertaken independently by us.

As of September 30, 2017, we had a total of 15 Maritime Structure contracts in different stages of construction

underway, with an aggregate value of ₹ 2,08,932 lakh and contributing 26% of the total Order Book of our

Company.

Below is a selection of some of our significant projects in the Maritime Structures segment which are currently

being undertaken:

Name and Description of Project State Total Value of

Contract

(₹in lakh)

Development of Marine Facilities at Karanja Port Maharashtra 61, 735

Civil works for oil berth at Jawahar Dweep Maharashtra 30,728

Dredging and reclamation works for development of container

terminal at Jawaharlal Nehru Port Trust

Maharashtra 257,494

Construction of multi-modal IWT terminal for Haldia West Bengal 51,736

Development of multi-purpose terminal by replacement of

exiting at Vishakhapatnam Port

Andhra Pradesh 16,766

Hydroelectric Power Projects, Tunnels and Dams and Irrigation Projects

In the Hydroelectric Power Projects, Tunnels and Dams and Irrigation Projects segment, our Company is primarily

involved in the construction of concrete, earth fill and rock fill dams and tunnels and construction of hydroelectric

power projects. Most of our completed and current projects are item-rate contracts which are undertaken

independently by us. We also execute some of our projects on a joint venture basis.

As of September 30, 2017, we have a total of 8 Hydroelectric Power Projects, Tunnels and Dams and Irrigation

Project contracts in different stages of construction underway with an aggregate value of ₹ 74,569lakh and

contributing 9% of the total Order Book of our Company.

Below is a selection of some of our significant projects in the Hydroelectric Power Projects, Tunnels and Dams

and Irrigation Project segment which are currently being undertaken:

(₹ in lakh)

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Name and Description of Project State Total Value of

Contract

(₹ in lakh)

Construction of balance work of tunnels for Katra Dharam

Section in Jammu and Kashmir

Jammu and

Kashmir

26,112

Investigation Design and execution of water conveyor system

from Thipparam Reservoir to Gundureddipalli.

Andhra Pradesh 63,008

Industrial Structures and Buildings

In the Industrial Structures and Buildings segment, our Company is primarily involved in the construction of

metro station buildings and civil structures for refineries, petrochemicals, power, steel and fertilizer plants. Most

of our completed and current projects are item-rate contracts which are undertaken independently by us.

As of September 30, 2017, we have a total of 8 Industrial Structures and Buildings projects contracts in different

stages of construction aggregating to a total value of ₹ 19,454lakh and contributing 2% of the total Order Book of

our Company.

Below is a selection of some of our significant projects in the Industrial Structures and Buildings segment which

are currently being undertaken:

(₹ in lakh)

Name and Description of Project

State Total Value of

Contract

Civil, structural fabrication and erection, water supply, plumbing

electric, lightning and earthing and HVAC installation works for

CKCEC, Rath Chakra, Paradip

Odisha ₹14,370

Architectural Finishing, Plumbing, Tubewell, VAC, Electrical, Fire

Fighting Works For 6 Elevated Stations

West Bengal ₹ 9,611

Designing, Providing, Constructing, Erecting, Testing &

Commissioning of Intake Channel, Jackwell & Pump House,

Approach Bridge, Break Pressure Tank, Raw Water Pumping

Machinery With Transformer Substation & Power Connection to

Head Works under a water supply scheme

Maharashtra ₹ 8,675

Specialist Engineering

In the Specialist Engineering segment, our Company is primarily involved in the foundation and specialist works

including geotechnical investigations, piling, diaphragm walling, sand wicks / band drains, vibro-floatation stone

columns / vibro compaction, drilling and grouting, rock / soil anchors, colcrete, gunite / shotcrete, grouted

mattress, repairs, tube heading and box pushing. In addition, we have carried out several rehabilitation

assignments for protection and life enhancement of stressed dams and other structures through drilling, grouting

and anchor stressing and other engineering solutions. Most of our completed and current projects are item-rate

contracts which are undertaken independently by us.

As of September 30, 2017, we have 17 Specialist Engineering contracts in different stages of construction

aggregating to a total of ₹ 12,933lakh and contributing 2% of the total Order Book of our Company.

Below is a selection of some of our significant projects in the maritime structures segment which are currently

being undertaken:

(₹ in lakh)

Name and description of Project State Total Value

of Contract

Ground improvement works using vibrostoe column works for RMHS-II

project at Dharamtar for JSW Steel Limited

Maharashtra 5,168

Highways, Bridges and Flyovers

In the Highways, Bridges and Flyovers segment, our Company is primarily involved in the construction of roads,

bridges and flyovers. We are also executing an elevated road in a dense traffic zone as well as carrying out bridge

construction contracts for various clients. Most of our completed and current projects are item-rate contracts which

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are undertaken independently by us. We also execute some of our projects on a joint venture basis.

As of September 30, 2017, we have 4 Highways, Bridges and Flyovers contracts in different stages of construction

underway aggregating to a total of ₹ 11,224 lakh and contributing to 1% of the total Order Book of our Company.

Below is a selection of some of our significant projects in the Highways, Bridges and Flyovers segment which are

currently being undertaken:

(₹ in lakh)

Name and Description of Project State Total Value of Contract

Railway bridges at Nashik Maharashtra 10,554

Our Joint Ventures

ITD-ITDCem JV ITD-ITDCem JV

(Consortium of

ITD-ITD

Cementation)

ITD Cem

Maytas

Consortium

ITD Cemindia JV CEC-ITD Cem-

TPL JV

Shareholders ITD Cem – 49%

ITD (Thailand) –

51%

ITD Cem – 40%

ITD (Thailand) –

60%

ITD Cem –

95%

Maytas Infra

Limited–5%

ITD Cem – 80%

ITD (Thailand) –

20%

Continental

Engineering

Corporation –

40%

ITD Cem – 40%

Tata Projects

Limited - 20%

Key projects Supply and

installation of

track work for

Bangalore

Metro

3 under ground

stations and

tunnels for

Kolkata Metro

– scope of

work

increased, new

order of

enhanced

work awaited

Design and

construction of

elevated

viaduct and 8

elevated

stations

(CC26) worth

54,600 lakhs

Design and

Construction

of Tunnels by

Shield TBM

under Delhi

MRTS Project

(CC32) worth

75,200 lakhs

Laying of

Water Trunk

Main from

Garden Reach

Water Works

Construction

of integrated

passenger

terminal

building at

Netaji Subas

Chandra Bose

(International)

airport in

Kolkata

Design and

execution

of water

conveyor

system for

government

of Andhra

Pradesh

Rehabilitation

and

Refurbishment

of Water

Works at Palta

and Garden

Reach.(KEIIP)

4 Nos. projects

-Construction

of elevated

structures

(viaduct &

stations) for

Bangalore

Metro Rail

Corporation

Limited

Design and

construction

of

underground

section

including 3

underground

stations at

Mumbai

111

ITD-ITDCem JV ITD-ITDCem JV

(Consortium of

ITD-ITD

Cementation)

ITD Cem

Maytas

Consortium

ITD Cemindia JV CEC-ITD Cem-

TPL JV

to Taratala

Valve Station

and Laying of

Sewer Line

along

Diamond

Harbour Road

by

Microtunelling

Method for

KEIIP worth

14,590 lakhs

Work in

Hand as on

Sept 30, 2017

(100%)

91,290 lakhs - 56,850 lakhs 2,34,030 lakhs 26,050 lakhs

Our Business Process

Participation in Projects

We are a civil engineering, contracting and construction organisation involved in securing and execution of

construction projects. Based on requirements in each case, we secure these projects as a main contractor, a member

of a consortium or joint venture or a subcontractor. We secure most of our contracts individually and in a few

cases under unincorporated joint ventures with our Promoter and/or partners. As a member of a consortium, the

scope of work and responsibility is shared within the consortium members and defined through appropriate

agreements. In the case of joint ventures, we enter into agreements which lay down the responsibilities and

obligations of each member of the joint venture. Generally, the members of the joint venture are jointly and

severally responsible to the client. For the execution of projects, we also engage subcontractors to perform part of

the work and provide personnel.

Tendering for projects is one of the key elements of our business. We place our bids on tenders based on

comprehensive estimation of the total cost required to perform the tender. We estimate the cost of a project prior

to submission of a bid based on the bill of quantity information provided by the client or based on the quantities

derived by us in case of design and build projects and our own experience in estimating such costs.

Our Contracts

A major portion of our current contracts are from government or governmental organisations for the execution of

infrastructure projects. These projects comprise of construction contracts based on client design or design and

build contracts or engineering, procurement and construction (“EPC”) contracts. We enter into these contracts

independently or in a joint venture or consortium with other partners, including our Promoter.

The different contract types typically used in the construction business falls into one or more combinations of the

following categories:

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 a 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 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 requirements and

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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 a BOQ to arrive at the price to be quoted. We are

responsible for the execution of all aspects of the project described 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 the design,

drawings and a 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.

Most contracts, irrespective of their type (i.e., lump-sum, item-rate, percentage rate, design-build, etc.) contain

price variation or escalation clauses that provide for either reimbursement by the client in the event of a variation

in the prices of key raw materials (for example, steel and cement) or a formula that splits the contract into pre-

defined components for materials, labour and fuel and/or links the escalation in amounts payable by the client to

pre-defined price indices published periodically by the RBI or the Government. Some contracts do not include

such price variation or escalation clauses. In those instances, we face the risk that the price of key raw materials

and other inputs will increase during the project execution period and we may be unable to pass on the increases

in such costs to the client.

Most of our contracts are awarded and carried out on a reimbursable unit item-rate basis where we are paid based

on the contracted rates for performing specified items of work, which reduces the risk of lower revenues resulting

from inaccurate cost estimates.

The projects we undertake are typically completed in an average of one to four years, including the defect liability

period. Most of our contracts provide for an advance payment of 5% to 10% of the overall contract price against

corresponding bank guarantee/s and progress payments on a monthly basis or at various stages of the project.

Many of our projects contain provisions allowing reimbursement against increase in the cost of critical inputs,

such as steel, cement, fuel and labour charges.

We typically provide security deposits and/or performance guarantees which normally range of 5% to 10% of the

contract value. The deposits and/or guarantees are provided by us either by way of irrevocable bank guarantees

or cash deposits or retention of a particular percentage of monthly progress payments by the client. Such security

deposits and performance guarantees are generally refunded partly at the completion of the project and the rest at

the end of the defect liability period.

Typically under all our contracts we are required to execute the project in a specified time period. When a project

is delayed through no fault of our own, the contracts usually provide that we would be granted suitable extensions.

The contracts also usually provide for liquidated damages to be paid by us in case of delays in the execution or

delays in achieving certain milestones including completion milestones during the execution of the project. In

case of delay or defective work done by us, the client has right to require us to rectify the defective work at our

cost including engagement of third party/ies for completion of the work and deduct additional costs or charges

incurred on such account from contract price payable to us.

Most contracts also require us to provide for appropriate insurance policies which would cover our works, plants

and machineries, workmen, vehicles and third party losses. Where these insurances are in place, the client incurs

no liability for costs recoverable from insurance including the deductible amounts which are to be borne by us.

When the costs for re-performance exceed the insurance proceeds, the same may have to be incurred by us.

Project-specific joint ventures

We may enter into joint ventures while bidding for certain projects. We generally bid for projects on a joint venture

basis with our Promoter and/or other partner(s) to enable us to obtain larger projects that require additional

qualifications and/or resources, such as financial strength, expertise, equipment, manpower or local content

resources.

113

In a project-specific joint venture, each member of the joint venture shares the risks and revenues of the project

according to a predetermined agreement. However, the members of the joint venture are jointly and severally

responsible to the client. In addition, in the event any member(s) of our joint ventures default on its or their duties

to perform, the other members would typically remain liable to our client for the completion of the project. Counter

indemnity agreements are made between the joint venture members to safeguard against losses or liabilities arising

from actions/omissions of other members.

The project-specific joint venture typically terminates at the completion of the defect liability period, at which

point the project-specific joint venture liquidates and dissolves. Currently, we have four joint ventures. For details

of our Joint Ventures, please refer to the chapter titled “Related Party Transactions” on page 125.

Project Lifecycle

Business Development

We bid for projects primarily through a competitive bidding process. The Government and other clients typically

advertise proposed projects in leading national newspapers or on their websites. Our business development

department regularly scans newspapers and websites to identify projects that could be of interest to us. We also

regularly interact with our private sector clients to look for any new or proposed projects. The business

development department evaluates bid opportunities and decides 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 costs 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 process of bidding for a project usually involves a pre-qualification process either prior to the issue of bid

documents by the client or along with the valuation of the proposal presented by prospective bidders. 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

inventory, experience, technical ability and performance, reputation for quality, safety record, portfolio of

executed and ongoing projects and details of litigations and arbitrations in which we are involved. The client

evaluates our ability to bid and/or execute the project based on these criteria although price competitiveness of

the bid is usually the final selection criterion.

We endeavour to qualify for projects on our own in which we propose to bid. However if additional credentials

are required to qualify for a specific project, we may seek tie ups or project-specific joint ventures on a case to

case basis with other partners including our Promoter and using the combined credentials improve our chances to

pre-qualify and secure the project.

Once we pre-qualify for a project, the next step is to submit a techno-commercial and financial bid. For each bid

we may, depending on size of the project identify a bid manager to lead an estimation team consisting of members

drawn from other internal departments like estimation, planning, design and engineering, purchase, commercial

and contracts. The estimation team then carries out detailed study of the proposed project, visit the project site,

and study the technical, commercial conditions and other requirements of the client in detail.

This team in consultation with our management determines the bidding strategy depending upon the type of

project and contract. In case of unit-item rate bids involving only construction, the bids are based on the bill of

quantities, drawings, specifications etc. provided by the client, whereas in the event of bid for a design-build

project, we may appoint a competent consultant to design the project and provide us with drawings, quantities and

other details to enable us to further analyse the various aspects of the project for us to submit a more informed

bid/proposal. Similarly, a lump sum tender would entail quantity take-offs from the drawings supplied by the

clients.

Site visit and estimation

A site visit and study enables us to determine the access to the site, the local conditions among other things. A

local market survey is also usually conducted to assess the availability, and price of key construction resources

like materials, labour, plant and equipment and specialist subcontractors in the particular region, including sources

114

of key natural construction materials, their availability 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.

Depending on the nature and magnitude of the work, project completion period and the various technical and other

requirements of the client, the estimation team prepares a broad construction methodology and wherever possible

detailed monthly programme with breakup of activities.

The estimation team then works out resource requirements, generally including the following parameters:

Plant and equipment – owned and / or hired,

Materials and services – quantum and period,

Human resource including skill requirements and

Other inputs

Resources required for various activities during project duration are planned depending on the quantum of the

activities to be executed each month as detailed in programme. Requirement of resources are based on work

content, our experience, guidelines derived from past data and trends available to the estimation team. The

resource requirement of the project is then compared against in-house availability prior to opting for external

sourcing. Human resources in the skill sets, numbers, period and special requirements are assessed for the project.

In order to bring the collective experience of our Company into the estimation process, inputs for tendering are

normally collated from specialist departments including plant, human resources, design and engineering,

procurement, finance, logistics, taxation, commercial and contracts. A statement detailing salient bid conditions

is usually prepared recording key tender conditions that may require management assessment. An analysis

covering techno-commercial, legal, financial and other project specific risks may be prepared for review by

management and where necessary and feasible taken up with the client for suitable change and / or development

of risk mitigation measures including additional costs, insurance or deviations to the tender.

Methodologies, costs and inputs that would be required for the execution of the project are assessed by the

estimation team in conjunction with the operating managers. This estimate is then taken up for approval by the

management within a well-defined delegation of authority matrix. Project details are usually spelt out with

assumptions, salient bid conditions, clarifications, deviations, assumptions along with the risk analysis and the

estimate is reviewed, modified and finalized by the management. In all this, we also consider key marketing inputs

including likely competition and assessment of our position, the overall business plan of our Company as well as

other parameters to arrive at the proposal to be made to the client.

Submission of bids

The approved proposal is then prepared for submission to the client in the format and as per the requirements of

the client. The marketing and sales department then proceeds with the submission process and follows through

the various steps required by the client in their process to decide on the successful agency for award of the project.

Where we are not successful in winning the project(s), an analysis of the reasons for the loss is done, if required,

by the marketing and sales department along with the estimation group and reviewed by management to examine

the causes and corrections, if necessary for future business development.

When the proposal is accepted by the client, it is usually communicated in the form of an acceptance letter to the

proposal submitted or a letter of intent followed by entering into contract agreements. We review in detail the

draft agreements proposed by the clients to ensure that it reflects our proposal and proceed to discuss with the

client on changes that may be necessary, if any, to reflect the understanding of the proposal submitted. The

execution of the awarded project is based on letter of intent/agreement which lays down the roles and

responsibilities of both the parties.

Construction

The receipt of letter of acceptance or letter of intent from the client signifies that we have been awarded the

contract. Upon receipt of the letter, we typically commence pre-construction activities, such as mobilising

resources viz. manpower, equipment, etc. and setting up site offices, stores and other ancillary facilities.

Construction activity typically commences once the client approves working designs, issues drawings and hands

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over work front. Based on contract documents, a detailed schedule of construction activities is prepared. This

schedule identifies interim milestones, if any, stipulated in the contract with corresponding time schedules for

achieving these milestones. The project team also identifies and works with the purchase department in procuring

construction materials and services required for the construction.

The sequence of construction activities largely follows the construction schedule that is prepared initially, subject

to changes in scope requested by the client or as per project requirement.

Procurement

In construction business the cost of material generally comprises substantial portion of the total project cost;

consequently success in any project would depend on the adequate supply of requisite material during the tenure

of the contract. We have a separate department, which is responsible for procurement and logistics to ensure

timely availability of material at each of our project sites.

Upon award of a contract, the purchase department is provided with the project details along with the budgeted

rates for material, services and equipment. The material, services and equipment required for projects are

estimated by the project team and informed to the purchase department along with the schedule of requirements.

The ability to procure cost-effectively material, services and equipment on time and of the required quality and

quantity is essential for the successful execution of our projects. For this purpose, we have processes to continually

evaluate our existing vendors and also develop additional sources of supply for most of the materials, services and

equipment needed for our projects.

We have over the years developed relationships with a number of vendors for key materials, services

and equipment and have an extensive vendor database for the same. In addition, we also receive quotations for

materials required for the project at the time of bidding for the project. Based on the foregoing and the information

from the vendor base, the purchase department invites quotations for the required materials. Vendors are also

invited to negotiate before finalizing the terms and prices. The materials ordered are provided to the sites from

time to time as per requirements. We also maintain material procurement, tracking and control systems, which

enable monitoring of our purchases.

Integrated management system

We have an integrated management system in place which ensures seamless system of operation across our

Company and also helps us to track the physical and financial progress of work vis-à-vis the project schedule on

a daily basis with monthly management meetings held to review the project progress. Project personnel also hold

periodic review meetings with the client at project sites and also interact with off-site office personnel to discuss

the progress being made on the project and support requirements.

Dispatch of invoices

Project sites usually have commercial cell that is responsible for preparing and submitting periodic invoices to

the client. Joint measurements with the client's representative are taken on a periodic basis and interim invoices

are prepared on the basis of such measurements. These invoices are then sent to the client for certification and for

release of interim payments. This department is also responsible for verifying the bills prepared by our vendors

and subcontractors and forwarding the same to accounts department for further processing.

Administration of Contracts

All major projects have dedicated contracts engineers responsible for assisting the project manager in the contract

administration including detecting and reporting any variations/deviations to the agreed terms of the contract. The

contracts engineer in consultation with the contract department at the head office send appropriate notifications

as per terms of the contract to the client for remedial action.

Quality and safety measures

We generally have onsite testing facilities/laboratories manned by experienced personnel to ensure quality

assurance and quality control at the project.

We also deploy dedicated safety personnel at each site for ensuring safety compliance. Safety review meetings

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are attended by our project personnel and subcontractors / agencies engaged by us at site and chaired by the project

manager. These review meetings are generally held on a monthly basis to improve safety performance.

Completion of the project

We consider a project to be "substantially complete" when it is ready to be handed over to the client. We then

along with the client jointly inspect the project to begin the process of handing over the project to the client. Once

satisfied, the client prepares a "substantial completion certificate", which signifies the commencement of the

defects liability period or the maintenance period (i.e., the period during which we are contractually bound to

rectify any defects arising out of construction, as per the contract). On completion of the defects liability period,

we request the client for release of any performance bonds or retention monies that may be outstanding.

Project Phases

The flowchart below presents broadly the various phases of a project.

Construction Risk Management

Contracting and construction business is exposed to a variety of risks. Assessing and managing risks is and

continues to be a critical function to our business. We have risk management processes in our Company to identify

and analyze the various risks and wherever possible, for us to manage it by appropriate mitigation measures thus

enabling us to improve our operations.

This process is usually done at two stages – at bidding stage and during the execution of the project. The risk areas

may be grouped into the following areas:

● Technical

The key elements reviewed under this may include client requirements, possible variation in the work

Prequalification

Submission of Proposal/Bid

Client Evaluation

Not Awarded

Loss Analysis

&

Corrective actions (if

Tender Preparation

- Site Visit & Study - Methodology & Programme - Resource identification - Risk analysis - Estimation - Formulate Proposal/Bid

Work Awarded

Letter of Acceptance

Signing of Agreement

Mobilisation

Execution

Execution Planning

Identify prospective projects

Suitability Review

Physical Completion

Defect Liability Period

Completion of Project

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including possibility of additional works, technical and quality requirements, risks relating to the project

site viz. location, climate, geological, geotechnical challenges; methodology of construction; availability

of resources; requirement of special materials and/or equipment and/or specialists, expertise and

competency of associates and/or subcontractors and/or consultants, construction process. These are broad

heads and specific projects may have other risks that may be considered during the bidding and execution

stages.

● Legal

This may include a review of the risks, if any, arising from legal issues like the applicable law, joint-

ventures/association agreements, the contract terms and conditions, site clearances, the scope of our

involvement in the project, risk coverage required, defects liability requirements, permits, legal or

physical impossibility, dispute resolution procedures and force majeure conditions.

● Financial

In this area, risks that may be assessed include those arising from project funding, contract payment

schedule, project cash flow, financial arrangements with joint venture partners, associates, vendors,

subcontractors, contract guarantee requirements, insurance and coverage requirements are review under

this head.

● Public Exposure

As our projects have interaction with the public and have large manpower deployment, areas like

employee relations, labour relations, local management, contract/project specific requirements,

environment, compliance to statutory laws and regulations have a large role to play in the successful

execution of our projects. Hence these areas may be reviewed for possible risks.

These risks may then be analyzed for probability of occurrence and impact of occurrence and are then

reviewed by the management. Depending upon the situation, the management adopts suitable mitigation

methods. However, this system of risk analysis and mitigation may only reduce the likely risks through

timely detection and mitigation and also become aware of any residual risks after mitigation, if any, for

improving the operations and profitability of our projects.

Equipment

Our construction business requires timely mobilization of specialised and general plant and equipment, their

efficient operation at site and timely maintenance required to ensure their continued performance. Our Company

possesses an inventory of modern construction equipment that can be mobilized in accordance with requirement

on our projects. To enable an effective and efficient operation and timely maintenance of these at our various

project sites in India, we have centralized the management of this key resource.

Our current equipment’s include maritime gantries, conventional bored piling rigs and driven piling rigs to modern

piling equipment’s like tunnel boring machines, diesel and vibratory pile drivers, rotary equipment’s like

mechanical and hydraulic self-propelled hydraulic rigs; vibro floater, diaphragm walling equipment’s for

foundation/geotechnical works, equipment’s for road works including motor graders; dozers, large multi stage

stone crushers capacities; wet mix plants, batch type hot mix plants; wet mix macadam pavers, sensor pavers for

bituminous works and sensor pavers for concrete pavements, concrete kerb casting machines etc. Our concrete

production, transportation and placing fleet includes automated batching plants of various capacities, chilling

plant, transit mixers, remix cars, concrete pumps and placer boom. For tunneling operations we have our

specialized hauling systems and ventilation systems. Apart from these our other major plants include high capacity

electric generators, high capacity crawler cranes, tower cranes, tippers trucks, excavators of various capacities etc.

Our plant and equipment fleet is continually reviewed to meet our current and projected requirements.

Competition

In the construction industry, contracts are secured based on competitive bidding amongst eligible entities, which

includes other Indian companies, project specific joint ventures as well as international companies. Our

competition depends on whether the project is in the civil construction sector or the infrastructure sector. It also

depends on a host of other factors, such as the type of project, contract value and potential margins, the complexity

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and location of the project, the reputation of the client and the risks relating to revenue generation. 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, price is often the deciding factor in most tender

awards.

While we are among the leading diversified construction companies in India with an all India presence and a track

record of several decades, we face competition in each of our areas of activity from our competitors in India like.

While we believe that the liberalization of the Indian economy creates attractive business opportunities for us, due

to the rising government expenditure on infrastructure and various policy initiatives for development of

infrastructure. We believe that we are well placed to face the competition and secure contracts given our strong

international parentage and good management systems backed by a skilled work force.

Offices

Note: The above map is not to scale and not intended to mean political map of India

Awards and Achievements

The awards and achievements received by our Company from our clients include the following:

On Safety

Certificate of Appreciation for successfully completing 1 million safe man-hours during construction of

SSNNL D-wall from Megha Engineering and Infrastructure Limited in the year 2017;

Certificate of Appreciation for successfully completing 2 million safe man-hour during construction of

marine facility at Karanja Creek from Karanja Terminal Logistic Private Limited in the year 2017;

Certificate of Achievement for best safety performance from JSW Steel Limited in the year 2017 ;

Certificate of Appreciation for outstanding performance by implementing good safety practices at

Bhamaaskhed water supply scheme from Bhamaaskhed Water Supply Scheme Project in the year 2017;

Certificate of Appreciation for successfully completing 3 million safe man-hours during work on CC-50

project in the year 2016;

Certificate of Appreciation for successfully completing 2.87 million safe man-hours during construction

of Container Terminal-4 from Adani Ports & Special Economic Zones Limited in the year 2016;

Certificate of Appreciation for successfully completing 2 million safe man-hours from Konkan Railway

Corporation Limited in the year 2016;

Certificate of Appreciation for successfully completing 5.2 million during New Umtru Hydro Electric

Project from Meghalaya Power Generation Corporation Limited in the year 2016;

Certificate of Appreciation for successfully completing 4.18 million safe man-hours during construction

of underground metro from Kolkata Metro Rail Corporation Limited in the year 2016;

Certificate of Appreciation for successfully completing 2.6 million safe man-hours from Adani Ennore

Container Terminal Private Limited in the year 2016;

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Certificate of Appreciation for successfully completing 5 million safe man-hours from Rohit Surfactants

Private Limited in the year 2016;

Certificate of Appreciation for successfully completing 2 million injury free man-hours Delhi Metro in

the year 2016;

Certificate of appreciation for excellent performance in Occupational health, safety during construction

Coal Berth No.3 from Kamarjar Port Limited in the year 2016;

Certificate of Excellence for achieving 10 millions safe man-hours at LNG Terminal from GSPC LNG

in the year 2016;

Certificate of Excellence for valuable contribution and achievement of excellent safety standards at

ITPCL from HTG Limited in the year 2016;

Certificate of Appreciation for Safety Award from China Datang Technologies & Engineering India

Private Limited in the year 2016;

Certificate of appreciation for excellent performance in Occupational health, safety during construction

of EMC Bridge across intake channel – Mundra from PMC Projects (India) Private Limited in the year

2016;

Certificate of Appreciation for major contribution towards safe man-hours at CCPP/MAB construction

site from Reliance Industries Limited for the year 2015;

Certificate of Appreciation for implementing Safety practices in the work area from JSW in the year

2015;

Certificate of Appreciation for achieving 2 million safe hours during construction of container berth No.

3A,3B & 4A from JSW for the year 2015;

Certificate of Recognition for excellent contribution towards Best Safety Performance from TATA

Power in the year 2015;

Certificate of Appreciation for successfully completing 2.4 million safe man-hours from Kolkata Metro

Rail Corporation Limited for the year 2015;

Certificate of Appreciation for achievement in occupational safety and health from National Safety

Council of India in the year 2015;

Certificate of Appreciation for successfully completing one lakh safe hours during construction of

diaphragm wall from Bakeri in the year 2015;

Certificate of Appreciation for successfully completing one million safe hours from LNG Storage Tanks

Projects, Mundra in the year 2015;

Certificate of Appreciation for successfully completing 1.95 million injury free man-hours from

Archtech Consultants Private Limited in the year 2015;

Certificate of Appreciation for successfully completing 1.3 million safe man-hours during construction

of 7 metro stations from Kolkata Project Implementation Unit in the year 2015;

Certificate of Excellence for successfully completing 3 lakh safe man-hours during pilling and civil

works from TATA Consultancy Engineers Limited in the year 2015;

Safety Excellence Award during construction of polypropylene project from Thysenkrupp Industrial

Solutions Private Limited in the year 2015;

Certificate of Appreciation for successfully completing 1.5 million safe man-hours from Noida

Development Authority in the year 2015;

Safety Excellence Award in recognition of valuable contribution made in safe working environment as

well as best quality standards at DMRC Project Site (CC-23) in the year 2014;

Safety Excellence Award in recognition for outstanding contribution in the achievement of 10 lakh safe

hours from Lubrizol TempRite Compounding Unit, Dahej, Gujarat in the year 2014;

Letter of appreciation for significant contribution in implementing safety practices from Lavgan

Dockyard Limited;

Certificate of Appreciation for successfully completing One million safe man-hours during contract

package CC-50 in the year 2014;

Certificate of Appreciation for successfully completing Three million safe man-hours during

construction of Quay works for 330m Container Terminal Project;

Certificate of Appreciation for implementing good safety practices at TRL Eklehara Pumphouse from

Indiabulls in the year 2014;

Certificate of Excellence for safe working environment at PTA-10 Project site for bored cast in-situ piling

works by Hazira Manufacturing Division in the year 2014;

Certificate of Excellence for developing and implementing effective management systems and

procedures from National Safety Council of India in the year 2014.

On Quality

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Certificate of Merit for outstanding concrete structure of Elevated Road from Vishwa Bharati School to

Sector 61, Noida from India Concrete Institute in the year 2017.

CIDC Vishwakarma Award for Best Construction Projects for Quay Construction at JNPJ, Mumbai from

Construction Industry Development Council in the year 2016;

Certificate of Appreciation for continuous improvement in quality systems and excellent performance

in maintaining quality standards from PMC Projects (India) Private Limited in the year 2016;

Certificate of Appreciation for continuous improvement in quality systems and excellent performance in

maintaining quality standards during the construction of Container Terminal with diaphragm wall from

Adani Ennore Container Terminal Private Limited in the year 2016;

Certificate of Merit for outstanding concrete structure of Jaipur Metro from Indian Concrete Institute in

the year 2016;

Certificate of Appreciation for continuous improvement in quality systems and excellent performance in

maintaining quality standards during the construction Container Terminal 4 from National Safety

Council of India in the year 2016;

CIDC Vishwakarma Award for Best Construction of Underground Tunneling of Metro, Kolkata in the

year 2015.

Awards

Award for professionalism and Commitment Oriented Approach from MECON Limited for the year

2016; and

Good Corporate Citizen Award from Bombay Chamber of Commerce and industry in the year 2017.

Information Technology

We are an information technology enabled organisation with systems and infrastructure set up at our offices and

project sites. Our offices and project sites are well connected for speedy communication. Currently, we have

implemented technology and solutions on firewall, anti-virus and anti-spam to protect data, email and hardware.

In addition, some of our critical business applications are developed in-house and other customized solutions are

used in functional area.

Intellectual Property Rights

Our trademark/logo ITD Cem is registered under class 16 (representing stationery, literature, drawings, manuals,

boards, signage) and under class 7 (representing plant and machinery) of the Trade Marks Act, 1999.

Employees

We believe that a trained and experienced employee base is essential for the success of a player in the construction

and infrastructure sector. As of September 30, 2017, our Company has a work force of 1,953dedicated employees,

comprising qualified engineers, skilled operators and workmen, a detailed break-up of which is given hereunder:

Category No. of employees

Managers 424

Executives 645

Supervisory Staff 803

Non- Supervisory Staff 81

Total 1,953

Human Resource Development and Training

We focus on building a performance-oriented culture through employee appraisals based entirely on their

performance. With a view to enhance the competence of our employees, we carry out behavioral / safety / ISO

and quality training programmes for our employees from time to time.

Insurance

We maintain to the extent available and feasible, a range of standard insurance policies to cover our assets, risks

and liabilities. Substantially all of our insurance policies relate to the coverage of our buildings, equipments, goods

- in- transit and liabilities towards our employees and are currently provided by leading insurance companies. The

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policies provide appropriate coverage in relation to fire, floods, theft, burglary and personal injury claims by our

personnel. On our major projects, we maintain contractors all risk policies and third party liability insurance, with

appropriate endorsements.

Properties

The registered office and corporate office of the Company is situated at National Plastic Building, A-Subhash

Road, Paranjape B Scheme, Vile Parle (East), Mumbai – 400 057. The premises has been taken on leave and

license basis by the Company.

Apart from our registered office, we also have offices in Kolkata, New Delhi and Chennai.

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REGULATIONS AND POLICIES

The following description is a summary of relevant regulations and policies applicable to our Company. This

description is based on the current provisions of Indian law, which are subject to change or modification or

interpretation by subsequent legislative, regulatory, administrative or judicial decisions. The laws set out herein

below and their description are not exhaustive, and are only intended to provide general information to Investors

and is neither designed nor intended to be a substitute for professional legal advice.

The following description is a summary of the relevant regulations and policies as prescribed by the GoI and other

regulatory bodies that are applicable to our business. The information detailed below has been obtained from

various legislations, including rules and regulations promulgated by regulatory bodies, and the bye laws of the

respective local authorities that are available in the public domain. The regulations set out below may not be

exhaustive and are merely intended to provide general information to the investors and are neither designed nor

intended to substitute for professional legal advice.

Indian Regulations

Our projects require the sanction of concerned authorities under the relevant Central/State legislations and local

by-laws at various stages. Set forth below are certain significant legislations and regulations that generally govern

the business in which we operate in India:

Roads and Highways

The primary central legislations governing the roads sector are the National Highways Act, 1956 and the National

Highways Authority of India Act, 1988.

National Highways Act, 1956 (“NH Act”)

The NH Act was enacted by the Indian Parliament to provide for the declaration of certain highways as national

highways and for matters connected therewith. Sections 3A to 3I of the NH Act contains a comprehensive scheme

for the acquisition of land for the building, maintenance, management or operation of a national highway or part

thereof and determination of amount payable as compensation and other related issues. Under the NH Act, the

government is vested with the power to declare and omit a highway as a national highway and also to acquire land

for this purpose. The government may by notification, declare its intention to acquire any land when it is satisfied

that for a public purpose such land is required for the building, maintenance, management or operation of a

national highway. The NH Act prescribes the procedures to be followed inter alia for declaration of an intention

to acquiring, entering and inspecting such land, hearing of objections, declaration required to be made for the

acquisition and the mode of taking possession. The NH Act also provides for payment of compensation to owners

who enjoy easement over such lands.

The central government is responsible for the development and maintenance of national highways. However, it

may direct that such functions may also be exercised by the state governments. The government also has the power

to enter into an agreement with any person for the development and maintenance of a part or whole of the highway.

Such person would have the right to collect and retain fees at such rates as may be notified by the government in

this regard.

National Highways Authority of India Act, 1988 (the “NHAI Act”)

The NHAI Act, an act of parliament, was promulgated in 1988 for the setting up of the NHAI as statutory agency

of the Government of India. It is a nodal agency of the Ministry of Road Transport and Highways and is

responsible for the development, maintenance and management of national highways entrusted to it and for

matters connected or incidental thereto. The NHAI was made an autonomous body in February 1995. It is

responsible for the development, maintenance, management and operation of National Highway totaling over

70,000 km. NHAI is mandated to implement National Highways Development Project (NHDP) in various phases.

Pursuant to the same the NHAI has the power to enter into and perform any contract necessary for the discharge

of its functions under the NHAI Act. The limit in relation to the value of the contracts that may be entered into by

NHAI is prescribed by GoI. However, such contracts can exceed the value so specified with the prior approval of

the GoI.

The National Highways Authority of India (Amendment) Bill, 2008, was approved by the Cabinet in December

2008. It aims at increasing institutional capacity of NHAI and execute the powers delegated to it. The government

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plans to make NHAI a multi-disciplinary professional body with financial management and contract management

expertise. It aims at induction of professionals who in turn will enhance the capacity of NHAI to take strategic

decisions, widen the perspective, bring in best management practices and help in achieving goals of higher private

participation.

Irrigation Sector

Irrigation being an entry in the State List of the Seventh Schedule to the Constitution of India is governed by the

laws of state governments. Most states have separate irrigation departments whose functions, apart from

enforcement and implementation of relevant State Government legislation/ policy, also entail regulation of

engineering activities including research, design, execution, quality control of projects, canals and canal structures

in accordance with such legislation/ policy. Additionally, the Central Water Commission, Ministry of Water

Resources, GoI is entrusted with the general responsibilities of initiating, coordinating and furthering, schemes

for control, conservation and utilization of water resources throughout the country, including for irrigation, in

consultation with relevant State Governments.

In addition to the above, all management of water resources in India is guided by the National Water Policy, 2002

which broadly prioritizes water in the following manner: (i) drinking water; (ii) irrigation; (iii) hydropower; (iv)

ecology; (v) agro-industries and non-agricultural industries; and (vi) navigation and other uses. The National

Water Policy, 2002 further recommends the manner in which water resources are to be developed and managed

in the country and further encourages private sector participation in planning, development and management of

water resources projects for diverse uses, wherever feasible.

Foreign Ownership

Foreign investment in India is governed primarily by the provisions of FEMA, and the rules, regulations and

notifications thereunder, as issued by the Reserve Bank of India from time to time, and the policy prescribed by

the Department of Industrial Policy and Promotion, which provides for whether or not approval of the FIPB is

required for activities to be carried out by foreigners in India.

As laid down by the FEMA Regulations, no prior consents and approvals is required from the RBI, for FDI under

the "automatic route" within the specified sectoral caps. In respect of all industries not specified as FDI under the

automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route,

approval may be required from the FIPB and/or the RBI.

The Industrial Policy, 1991 prescribed the limits and the conditions subject to which foreign investment can be

made in different sectors of the Indian economy. Under the Industrial Policy and FEMA, FDI up to 100% is

permitted in construction and related engineering services. Further, the Industrial Policy now also permits foreign

direct investment under the automatic route in projects for construction and maintenance of roads, highways,

vehicular bridges, toll roads, vehicular bridges and ports and harbours.

No approvals of the FIPB or the RBI are required for such Allotment of Equity Shares under this Issue. Our

Company will be required to make certain filings with the RBI after the completion of the Issue.

Ownership restrictions of Foreign Portfolio Investors (FPI)

In terms of the FPI Regulation, the issue of Equity Shares to a single FPI or an investor group (which means the

same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed 10% of

our post-Issue Equity Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI

shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs

put together shall not exceed 24% of the paid-up Equity Share capital of our Company. The aggregate limit of

24% may be increased up to the sectoral cap by way of a resolution passed by our Board followed by a special

resolution passed by the Shareholders of our Company and subject to prior intimation to RBI.

Fiscal Legislations

The Company is subject to certain fiscal legislations such as the Income Tax Act, 1961, the Goods and Services

Tax Act and the Customs Act, 1962. In addition, we are also required to obtain registration under various State

Acts on Excise and Sales for the purposes of carrying on our business in those States.

Labour Regulations

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We are also required to comply with an extensive set of laws, rules and regulations in relation to hiring and

employment of labour.

A brief explanation in relation to the labour regulations as applicable to us is given herein below:

Payment of Gratuity Act, 1972

The Payment of Gratuity Act, 1972 provides for the payment of gratuity to employees in certain prescribed

establishments. Gratuity is payable to an employee on the termination of his employment after he has rendered

continuous service for not less than five years on his superannuation, on his retirement or resignation or on his

death or disablement due to accident.The Payment of Gratuity Act, 1972, as amended (“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

employees are employed or were employed on any day of the preceding twelve months, as notified by the Central

Government from time to time. 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

INR 10,00,000.

Payment of Wages Act, 1936

This Act is applicable to factories and industrial or other establishments where the monthly wages payable are

less than INR 18,000. The Act inter alia seeks to regulate the payment of wages in terms of the duration of

employment (work hours, overtime wages, and holidays), quantum of wages including overtime wages,

deductions from wages, of certain classes of employed persons. There are certain compliances under the Act

including maintenance of registers. The Act also regulates minimum wages to be fixed by the appropriate

governments for the employees, bonus entitlements disbursements of wages by the employers within the stipulated

time frame without unauthorised deductions.

The Minimum Wages Act, 1948

The Minimum Wages Act, 1948, as amended, provides a framework for State governments to stipulate the

minimum wage applicable to a particular industry. The minimum wage 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 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 up to six

months or a fine up to ₹500 or both.

The Employees’ State Insurance Act, 1948 ("ESI Act")

The Employees’ State Insurance Act, 1948 is to provide benefits for employees or their beneficiaries in case of

sickness, maternity, disablement and employment injury and to make provision for the same. Under this Act,

every employee (including casual and temporary employees), whether employed directly or through a contractor,

who is in receipt of wages up to ₹ 21,000 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’s is 4.75% of the wages

paid/payable in respect of the employee in every wage period.

Industrial Disputes Act, 1947

The Industrial Disputes Act, 1947, as amended (“ID Act”) provides the procedure for investigation and settlement

of industrial disputes. When a dispute exists or is apprehended, the appropriate Government may refer the dispute

to a labour court, tribunal or arbitrator, to prevent the occurrence or continuance of the dispute, or a strike or lock-

out while a proceeding is pending. The labour courts and tribunals may grant appropriate relief including ordering

modification of contracts of employment or reinstatement of workmen.

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The Contract Labour (Regulation and Abolition) Act, 1970

This act applies to our Company only when we employed twenty or more workmen on any day of the preceding

twelve months as Contract labour at any contract site. As the provision of this act Principal Employer should

register for employing Contract Labour in his Establishment. On receipt of registration Certificate from

appropriate authority under this act, they can engaged Contractor in their establishment. The contractor should

take license from licensing authority after obtaining form III from Principal Employer. 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 license and not to undertake or execute any work through contract labour

except under and in accordance with the license issued. The CLRA imposes certain obligations on the contractor

in relation to establishment of canteens, rest rooms, drinking water, washing facilities, first aid, other facilities

and payment of wages. However, in the event the contractor fails to provide these amenities, the principal

employer is under an obligation to provide these facilities within a prescribed time period. Penalties, including

both fines and imprisonment, may be levied for contravention of the provisions of the CLRA.

The Buildings and Other Construction Workers (Regulation of Employment and Conditions of Service)

Act, 1996

The Buildings and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996,

as amended (the “Construction Workers Act”), 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. However, it does not apply in respect

of residential houses constructed for one’s own purpose at a cost of less than INR 10,00,000 and in respect of

other activities to which the provisions of the Factories Act, 1948 and the Mines Act, 1952 apply. Each

establishment to which the Construction Workers Act applies must be registered within a period of 60 days from

the commencement of work. Further, every employer must give notice of commencement of building or other

construction work 30 days in advance. Comprehensive health and safety measures for construction workers have

been provided through the Building and Other Construction Workers (Regulation of Service 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 imprisonment for three months or a fine of a maximum of ₹ 2,000 or both. Continuing

contraventions attract an additional fine of ₹ 100 per day. The Construction Workers Act also provides for

penalties for failure to give notice of commencement of building or other construction work and obstruction of

inspection, enquiry, etc.

Employee’s Compensation Act, 1923

If personal injury is caused to a workman by accident during employment, his employer would be liable to pay

him compensation. However, no compensation is required to be paid if the injury did not disable the workman for

three days or the workman was at the time of injury under the influence of drugs or alcohol, or the workman

wilfully disobeyed safety rules. Where death results from the injury the workman is liable to be paid the higher of

50% of the monthly wages multiplied by the prescribed relevant factor (which bears an inverse ratio to the age of

the affected workman, the maximum of which is 228.54 for a worker aged 16 years) or ₹ 80,000. Where permanent

total disablement results from injury the workman is to be paid the higher of 60% of the monthly wages multiplied

by the prescribed relevant factor or INR 90,000. The maximum wage which is considered for the purposes of

reckoning the compensation is INR 8,000.

Payment of Bonus Act, 1965

The Payment of Bonus Act, 1965 (the “Bonus Act”), provides that an employee in a factory or in any

establishment where 20 or more persons, who 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. Under this Act, every employer is

bound to pay to every employee, in respect of the accounting year, a minimum bonus which is 8.33% of the salary

or wage earned by the employee during the accounting year or ₹100, whichever is higher. The provisions of the

Payment of Bonus Act, 1965 also provide that a minimum annual bonus which is payable to every employee, is

irrespective of whether or not the employee has made a profit or loss in the corresponding accounting year for

which the bonus is payable. 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 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.

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Inter-State Migrant Workmen’s (Regulation of Employment and Conditions of Service) Act, 1979

The Inter-state Migrant Workers Act, 1979 applies to any establishment or contractor who employees five (5) 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.

Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 which was notified

on December 9, 2013 provides for protection against sexual harassment of women at workplace and for the

prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental

thereto. The Act defines sexual harassment at the work place and creates a mechanism for redressal of complaints.

It also provides safeguards against false or malicious charges.

The Industrial Employment (Standing Orders) Act, 1946

This Act is applicable to industrial establishments, wherein 100 or more workmen are employed, or were

employed on any day of the preceding 12 months. The Act seeks to define with sufficient precision the conditions

of employment of workmen employed and to make them known to such workmen. The employers in every such

establishment are required to frame draft standing orders and thereafter obtain necessary certification for such

orders. The certified standing orders are required to be posted by the employer in English and in the language

understood by the majority of his workmen on boards to be maintained for this purpose at or near the entrance

through which the majority of workmen enter the industrial establishment and in all departments thereof where

the workmen are employed. Failure to the employer to comply with the provisions of this Act will attract penalty

of ₹ 5000 and further fine which may extend to ₹ 200 for every day of such default.

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 was introduced with the institution of

provident funds and pension funds for employees in establishments, which employ more than 20 persons, and

factories specified in Schedule I of the Act. The funds constituted under these schemes framed under the Act

consist of contributions from both the employer and the employees, in the manner specified in this Act.

The Equal Remuneration Act, 1976

Under the provisions of this act a Company has to provide the payment of equal remuneration to men and women

workers and for the prevention of discrimination on the ground of sex against women in the matter of employment

and for matter connected therewith of incidental thereto.

No employer shall make any discrimination against women while making recruitment for the same work or work

of a similar nature.

If any complaint with regard to the contravention of any provision of the Act and claims arising out of non-

payment of wages at equal rates to men and women workers for the same work or work of a similar nature shall

be heard and decided by an authority appointed by an appropriate Government.

Provision of penalties on contravention of the provisions of the Act or (b) makes any payment of remuneration at

unequal rates to men and women workers for the same work or work of similar nature, or (c) makes any

discrimination between men and women workers in contravention of the provisions of the Act, he would be

punished with fine ₹10,000/-.

The Maternity Benefit Act, 1961

This act regulates the employment of women for certain periods before and after child –birth and provides for

maternity benefit and certain other benefits.

127

The Factories Act, 1948

The Factories Act, 1948 is applicable whereon ten or more workers are working or were working on any day of

the preceding twelve months, and in any part of which a manufacturing process is being carried on with the aid

of power, or is ordinarily so carried on but does not include a mine subject to the operation of the Mines Act

1952 (35 of 1952).

The objective of the act is to secure to the workers employed in the factories health, Safety, Welfare, proper

working hours, leave and other benefits.

Environmental Laws

Some of the important environmental and other legislations that are applicable to us are described as under.

Environment (Protection) Act, 1986

The Environment (Protection) Act was enacted as a general legislation to safeguard the environment from all

sources of pollution by enabling coordination of the activities of the various regulatory agencies concerned, to

enable creation of an authority with powers for environmental protection, regulation of discharge of environmental

pollutants etc. The purpose of the Act is to act as an "umbrella" legislation designed to provide a frame work for

Central government co-ordination of the activities of various central and state authorities established under

previous laws, such as Water Act & Air Act. It includes water, air and land and the interrelationships which exist

among water, air and land, and human beings and other living creatures, plants, micro-organisms and property.

Forest (Conservation) Act, 1980

The Forest (Conservation) Act, 1980 prevents State Governments from making any order directing that any forest

land be used for a non-forest purpose or that any forest land is assigned through lease or otherwise to any private

person or corporation not owned or controlled by the government without the approval of GoI. 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.

Air (Prevention and Control of Pollution) Act, 1981

The Air (Prevention and Control of Pollution) Act 1981, was enacted to provide for the prevention, control and

abatement of air pollution. The statute was enacted with a view to protect the environment and surroundings from

any adverse effects of the pollutants that may emanate from any factory or manufacturing operation or activity. It

lays down the limits with regard to emissions and pollutants that are a direct result of any operation or activity.

Periodic checks on the factories are mandated in the form of yearly approvals and consents from the corresponding

Pollution Control Boards in the state.

Water (Prevention and Control of Pollution) Act, 1974

The Water Act was enacted in 1974 in order to provide for the prevention and control of water pollution by

factories and manufacturing industries and for maintaining or restoring the wholesomeness of water. In respect to

an Industrial Undertaking it applies to the (i) Occupier (the owner and management of the undertaking); (ii) Outlet;

(iii) Pollution; and (iv)Trade effluents. The Act requires that approvals be obtained from the corresponding

Pollution Control Boards in the state.

Water (Prevention and Control of Pollution) Cess Act, 1977

The Water Cess Act is a legislation providing for the levy and collection of a cess on local authorities and

industries based on the consumption of water by such local authorities and industries so as to enable

implementation of the Water Act by the regulatory agencies concerned.

The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008, as amended

(“Hazardous Wastes Rules”)

The Hazardous Wastes Rules impose an obligation on every occupier of a facility generating hazardous waste for

safe and environmentally sound handling of hazardous waste generated at such facility. Every person engaged in

128

generation, processing, treatment, packaging, storage, transportation, use, collection, destruction, conversion,

offering for sale and transfer of hazardous waste must obtain an approval from the applicable State Pollution

Control Board. The occupier, the importer, the transporter and the operator are liable for damages to the

environment or third party 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 State Pollution Control

Boards, 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.

The Municipal Solid Wastes (Management & Handling) Rules, 2000 (“Municipal Solid Wastes Rules”)

The Municipal Solid Wastes Rules shall apply to every municipal authority responsible for collection, segregation,

storage, transportation, processing and disposal of municipal solid wastes. Municipal solid wastes include

commercial and residential wastes generated in municipal or notified areas in either solid or semi-solid form,

excluding industrial hazardous wastes but including treated bio-medical wastes. The operator of a facility involved

in collecting, segregating, storing, transporting, processing and disposal of municipal solid wastes and any other

agency appointed by the municipal authority for the management and handling of municipal solid wastes is

required to obtain an authorization from the State Pollution Control Board to set up a waste processing and

disposal facility including landfills. Any municipal solid waste generated is required to be managed and handled

in accordance with the procedures specified in the Municipal Solid Wastes Rules.

Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989 ("Hazardous Chemicals Rules")

The Hazardous Chemicals Rules stipulate that an occupier in control of an industrial activity has to provide

evidence for having identified the major accidental hazards and taking adequate steps to prevent major accidents

and to limit their consequences to persons and the environment. The persons working on site have to be provided

with information, training and equipment including antidotes necessary to ensure their safety. Rules also create

an obligation on the occupier of such premises to notify the concerned authorities on occurrence of any major

accident on the site with 48 hours.

The Noise Pollution Regulation & Control Rules, 2000 (Amended 2010)

An Employer shall ensure at a construction site of a building or other construction work that adequate measures

are taken to protect building workers against the harmful effects of excessive noise or vibration at such

construction site and the noise level in no case exceeds the limits laid down in Schedule I annexed to these rules.

Noise emitting from the construction equipment /vehicles shall be reduced by maintaining it in good working

condition. Noise in excess shall be controlled using appropriate engineering methods like erecting sound barriers,

segregating the noise generating zones / area. Awareness shall be created amongst people working high noise

areas. Workers exposed to such noise shall be provided with appropriate Personal Protective equipment.

The Shops and Establishments Act

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.

The Mines Act, 1952

A Company inter alia has to take permission for quarry under the Mines Act, 1952 and pay necessary royalties to

the Government. Under the provision of this act a company has to provide health and safety measure to the

workers. This act is mainly applicable where quarry operation is going on for project purpose.

The Explosives Act 1884

A company has to inter alia take licence under the Explosive Act 1884 in certain cases for possession, use and

transport of Explosive at Contract Site. A license granted under Section 6-B may contain in addition to prescribed

conditions such other conditions as may be considered necessary by the licensing authority in any particular case.

The Motor Vehicle Act, 1988 and he Central Motor Vehicle Rules, 1989

129

The Motor Vehicle Act was enacted in 1988 to take care of equipment and vehicles used on construction site. All

equipment and vehicles shall carry valid legal documents and maintained in good working condition. The

operators and Drivers to these equipment and vehicles must possess valid driving license issued by the authority.

In no case shall exceed prescribed speed limits on roads or at sites.

130

BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Overview

Our Board currently consists of 8 (eight) Directors. Our Articles of Association provide that the number of

directors shall not be less than three (3) and not more than 15 (fifteen). Further, our Articles of Association

provides that one-third of the strength of the Board of Directors shall be liable to retire by rotation or if their

number is not three or a multiple of three, the number nearest to one-third shall retire from office at every AGM.

A retiring Director shall be eligible for re-appointment.

The Companies Act, 2013, provides that unless the Articles of the Company provide for retirement of all directors

at every general meeting, not less than two-thirds of the total number of directors, excluding the independent

directors, shall be liable to retire by rotation. One-third of the directors liable to retire by rotation shall

automatically retire every year at annual general meeting and shall be eligible for re-appointment. The directors

to retire by rotation shall be decided based on those who have been longest in office since their last election, and

as between persons appointed on the same day, the same shall be determined by lot. The independent directors

may be appointed for a maximum of two terms of up to five consecutive years; however, such directors are eligible

for re-appointment after the expiry of three years of ceasing to be an independent director (whether or not each

term is for a period of five years) provided that such directors are not, during the three year period, appointed in

or associated with our Company in any other capacity, either directly or indirectly. Any reappointment of

independent directors inter alia, shall be on the basis of performance evaluation report and requires the approval

of the shareholders by way of a special resolution. None of the Directors on the Board of Directors of our Company

are members of more than ten committees or chairman of more than five committees across all the public

companies in which they are directors.

Our senior management team is under the overall supervision and control of the Managing Director for our day-

to-day operations.

Our Board of Directors

The following table sets forth details regarding the Board as on the date of this Preliminary Placement Document:

Sr.

No.

Name, Designation, Address, Occupation, DIN,

Term and Nationality

Age (in years) Designation

1. Mr. Premchai Karnasuta

Address: 12/ 3 Soi Soonvijai, 3, New Petchburi Road,

Bangkapi, Huaykwang, Bangkok 10320, Thailand

Occupation: Business

DIN: 00233779

Term: Liable to retire by rotation

Nationality: Thai

64 Non – Executive

Director and

Chairman

2. Mr. Pathai Chakornbundit

Address: 342/48 Soi Ram Indra 14, Ram Indra Road,

Tharang, Bangkhan, Bangkok - 10230, Thailand

Occupation: Business

DIN: 00254312

Term: Liable to retire by rotation

Nationality: Thai

75 Non – Executive

Director and Vice-

Chairman

3. Mr. Adun Saraban

58 Managing Director

131

Sr.

No.

Name, Designation, Address, Occupation, DIN,

Term and Nationality

Age (in years) Designation

Address: Heritage, 703, 7thfloor Floor Hiranandani,

Powai, Mumbai - 400 076

Occupation: Business

DIN: 01312769

Term: 3 (three) years from January 1, 2016

Nationality: Thai

4. Mr. Darius Erachshaw Udwadia

Address: Empress Court, 142, M-Karve Road,

Churchgate, Mumbai 400 020

Occupation: Advocate and Solicitor

DIN: 00009755

Term: 5 (five) years from August 6, 2014

Nationality: Indian

78 Independent

Director

5. Mr. Per Ebbe Hofvander

Address: Fyrvagen 11 23940 Falsterbo, Sweden

Occupation: Professional

DIN: 00254616

Term: 5 (five) years from August 6, 2014

Nationality: Swedish

74 Independent

Director

6. Mr. Deba Prasad Roy

Address: Apt. 505, Nestle 1, B Wing, Pandurang

Budhkar Marg, Mumbai 400 013

Occupation: Professional

DIN: 00049269

Term: 5 (five) years from August 6, 2014

Nationality: Indian

76 Independent

Director

7. Mrs. Ramola Shripad Mahajani

Address: 112 Satnam Apartments,

Cuffe Parade, Mumbai - 400 005

Occupation: Professional

DIN: 00613428

Term: 5 (five) years from November 6, 2014

Nationality: Indian

70 Independent

Director

8. Mr. Piyachai Karnasuta

42 Non - Executive

Director

132

Sr.

No.

Name, Designation, Address, Occupation, DIN,

Term and Nationality

Age (in years) Designation

Address: 12 Soi Soonvijay 3, New Phetburi Road,

Bangkapi, Huaikwang, Bangkok – 10310, Thailand

Occupation: Business

DIN:07247974

Term: Liable to retire by rotation

Nationality: Thai

Brief Profile of the Director of the Company

Mr. Premchai Karnasuta is a Director and Chairman of our Company since 2004 and he is also the President

and Director of Italian-Thai Development Public Company Limited, the Promoter of our Company. He holds a

Bachelor’s degree in Mining Engineering from Colorado School of Mines, United States of America and a Masters

degree in Business Administration from University of Southern California, United States of America. He has more

than three decades of experience in the infrastructure construction industry and has been the guiding force of our

Company’s progress over the years.

Mr. Pathai Chakornbundit is a Non- Executive Director of our Company since 2004. He is also the Vice

Chairman of the Company. He holds a Bachelors’ Degree in Engineering from Chulalongkorn University. He

holds experience of more than four decades in the construction industry. He is also a Director and Senior Executive

Vice President of Italian-Thai Development Public Company Limited, the Promoter of our Company.

Mr. Adun Saraban is the Managing Director of our Company since 2009 and the Managing Director of the

Company from 2010. He has experience of more than three decades in Civil Engineering and Construction Project

Management and also brings in vast exposure to global best modern construction methodologies. He holds a

bachelor’s degree in Civil Engineering from the King Mongkut’s University of Technology, Thonburi, Thailand.

Mr. Darius Erach Udwadia has been and is an Independent Director of the Company since 1983. He has been

re-appointed as an Independent Director of the Company in August, 2014 for a period of five consecutive years

in terms of the applicable provisions of the Companies Act, 2013. He holds a Master of Arts degree and a Bachelor

of Laws degree from Mumbai University He is a Solicitor and Advocate at the High Court of Bombay and a

Solicitor at the Supreme Court of England.. He has spent nearly 54 years in active law practice and has significant

experience and expertise in corporate law, joint ventures, mergers, acquisitions and takeovers, corporate

restructuring, foreign collaboration, project and infrastructure finance, intellectual property, telecommunications,

international loans and finance – related transactions and instruments, mutual funds, real estate and conveyancing.

Mr. Per Ebbe Hofvander has been an Independent Director of the Company since 2005. He was re-appointed

as an Independent Director in August, 2014 for a period of five consecutive years in term of the provisions of the

Companies Act, 2013. He holds a Master’s degree in Civil Engineering from Chalmers University of Technology,

Gothenburg, Sweden. He has more than four decades of experience in civil engineering and has a huge exposure

in many overseas projects and international businesses.

Mr. Deba Prasad Roy has been an Independent Director of the Company since 2007. He was re-appointed as an

Independent Director in August, 2014 for a period of five consecutive years in term of the provisions of the

Companies Act, 2013. He holds a Masters of Chemistry degree from Jadavpur University, Calcutta. He has rich

and wide experience in corporate, international and investment banking sectors of over 40 years. He is a certified

associate of the Indian Institute of Banker and fellow of Indian Council of Arbitration.

Mrs. Ramola Mahajani has been appointed as an Independent Director of the Company in November, 2014 for

a period of five consecutive years in term of the provisions of the Companies Act, 2013. She has considerable

knowledge and experience in Human Resources Development and Management of over 40 years. Her areas of

expertise include application of the principles of occupation psychology in employee selection, training,

management development and human resource planning, project management and leadership skill, and extensive

experience interacting with internal as well as external customer. She holds a Master’s degree in Science, Arts,

Chartered Psychologist and an associate fellowship of the British Psychological Society.

133

Mr. Piyachai Karnasuta is a Non – Executive Director of our Company since 2015. He has experience and

knowledge in Civil Engineering and Construction of over 14 years. He holds a Bachelor’s degree in Civil

Engineering from Washington University and a Masters in Business Administration from Waseda University. He

is an Executive Vice President of Italian-Thai Development Public Company Limited, the Promoter of our

Company.

Relationship with other Directors

None of the Directors is related to each other as per the applicable provisions of the Companies Act, 2013.

Borrowing Powers of Board of Directors

In terms of the Articles of Association, the Board may, from time to time, at its discretion by a resolution passed

at a meeting of the Board, accept deposits from members either in advance of calls or otherwise and generally

raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. Provided,

however, where the moneys to be borrowed together with the moneys already borrowed (apart from temporary

loans obtained from the Company’s bankers in the ordinary course of business) exceed the aggregate of the paid-

up capital of the Company and its free reserves, as defined under the Act, the Board shall not borrow such moneys

without the consent of the Company in general meeting by a Special Resolution.

The Board of Directors are authorized to borrow money upon such terms and conditions as the Board may think

fit not exceeding an aggregate amount of ₹1,20,000 lakh over and above the aggregate of paid up share capital

and free reserves of the Company pursuant to the resolution passed by the shareholders vide postal ballot dated

August 11, 2014.

Interest of our Directors

Our Managing Director is interested to the extent of the remuneration, paid to him. Our Non-Executive Directors

would be interested to the extent of annual commission, if any paid to them and thereof..

Except as otherwise stated in this Preliminary Placement Document, our Company has not entered into any

contract, agreement or arrangement during the preceding two years from the date of this Preliminary Placement

Document in which any of the Directors are interested, directly or indirectly, and no payments have been made to

them in respect of any such contracts, agreements or arrangements which are proposed to be made with them.

Other than as disclosed in this Preliminary Placement Document, there are no outstanding transactions other than

in the ordinary course of business undertaken by our Company, in which the Directors are interested. Further, our

Company has not availed of any loans from the Directors which are currently outstanding.

Terms of appointment of our Managing Director

Mr. Adun Saraban – Managing Director

Mr. Adun Saraban has been reappointed as the Managing Director of the Company for a period of 3(three) years

from January 1, 2016 to December 31, 2018 pursuant to the shareholder’s resolution dated May 12, 2016 and the

Board has been authorized to make periodic increases in remuneration payable to Mr. Saraban from time to time

subject to limitations prescribed by the Act. Below are the terms of his appointment including details of the

remuneration being paid to him pursuant to resolution passed by the Board of Directors of the Company on

November 9, 2016:

Category Particulars

Remuneration The Company shall pay a monthly salary of ₹ 8,21,250/- (Rupees eight lakh twenty one

thousand two hundred and fifty only) for the period from January 1, 2017 to December

31, 2018 (both days inclusive) with a periodic increase as the Board may determine,

provided that his monthly salary shall not exceed ₹ 9,00,000/- (Rupees nine lakh only).

Perquisites Mr. Adun Saraban shall enjoy the following perquisites:

a. Use of furnished residential accommodation taken on lease or leave and license

basis by the Company;

b. Reimbursement by the Company of all charges in connection with supply of gas,

134

Category Particulars

electricity and water consumed and furnishings at the residence;

c. The use of telephone(s) at his residence, the rent, call charges for the business of

the Company and other outgoings;

d. Reimbursement of medical expenses actually incurred by him;

e. Leave travel concession once in a year for him;

f. The benefit of personal accident and mediclaim insurance policies effected by the

Company;

g. The use of a chauffeur driven motor car for business purposes;

h. The benefit of the Company’s provident fund scheme which shall not exceed 12%

of his salary;

i. Gratuity at the rate of one half month’s salary for each completed year of service;

j. the rate of one half month’s salary for each completed year of service;

k. Leave on full remuneration in accordance with the Companies Act, 2013;

l. Casual and sick leave on full remuneration including all benefits in accordance

with the Companies Act, 2013 for their time being;

m. Reimbursement of travelling and entertainment expenses reasonably incurred by

him exclusively for the business of the Company and as approved by the Board.

Non- Executive Directors’ Commission and Sitting Fees

Our Non-Executive Directors in India are paid remuneration by way of sitting fees of:

a. ₹ 20,000 for attending each meeting of our Board, Audit Committee, Nomination and Remuneration

Committee and Independent Directors’ Meet;

b. ₹ 5,000 for Share Transfer Committee; and

c. ₹ 10,000 for meeting of any other committee of the Board.

The following table sets forth details of remuneration by way of commission and sitting fees paid by our Company

to the current Non-Executive Directors residing in India for the Fiscal 2014, Fiscal 2015 and Fiscal 2016 and for

the period from January 1, 2017 to September 30, 2017:

(₹ in lakh)

Name of the Non –

Executive

Directors*

From January 1,

2017 to

September 30,

2017

Fiscal Year 2016 Fiscal Year 2015 Fiscal Year 2014

Mr. Darius Erach

Udwadia

3,80,000 9,50,000 3,35,000 1,70,000

Mr. Deba Prasad

Roy

2,60,000 7,80,000 1,60,000 90,000

Mrs. Ramola

Mahajani

1,60,000 6,60,000 1,10,000 15,000

*Our Company does not pay any sitting fees and/ commission to its Non – Executive Directors who are residing

outside India.

Corporate Governance

Our Company is required to comply with applicable corporate governance requirements, including the SEBI

Listing Regulations with the Stock Exchanges and the SEBI ICDR Regulations in respect of the constitution of

the Board and committees thereof. The corporate governance framework of our Company is based on an effective,

independent Board of Directors, separation of the supervisory role of the Board of Directors from the executive

management team and proper constitution of the committees of the Board of Directors, as required by law.

The Board of Directors function either as a full corporate Board or through various committees constituted to

oversee specific operational areas. The executive management of our Company provides the Board of Directors

with detailed reports on the performance of our Company periodically.

The Board of Directors presently consists of 8 (eight) Directors. Of the 8 (eight) Directors, our Company has 1

(one) Managing Director and 7 (seven) are Non- Executive Directors out of which 4 (four) are Independent

Directors.

135

Organisation Structure

Corporate Structure

Committee of the Board of Directors

Our Board of Directors presently has five committees which have been constituted in accordance with the relevant

provisions of the Companies Act and SEBI Listing Regulations:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Corporate Social Responsibility Committee; and

v. Share Transfer Committee.

Board of Directors

Managing Director

Chief

Operating

Officer

Chief

Financial

Officer

Chief Technical

Officer

Chief

Commercial

Officer

Chief Business

Development

Officer

Company

Secretary

Internal

Audit

4 Divisional

Heads

ITD Cementation Projects India

Limited (Wholly owned

subsidiary)

ITD Cemindia

JV (ITD’ share -80%)

ITD- ITD Cem

JV (ITD’ share -49%)

ITD Cementation India Limited (Engaged in marine works, highways & bridges, metros, airports,

hydro-tunneling, dams & canals, water & waste water treatment and

specialist foundation engineering projects

)

ITD-ITD Cem JV (Consortium of ITD-ITD

Cementation) (ITD’ share -40%)

ITD Cem Maytas Consortium (ITD’ share -95%)

CEC-ITD Cem-

TPL JV (ITD’ share -40%)

136

Our Company has also constituted a Risk Management Committee comprising of Mr. Per Ebbe Hofvander

(Chairman), Mr. Adun Saraban and Mr. B. K. Saha.

The following table sets forth the details of the members of the aforesaid committees:

Sr. No. Committee Members

1. Audit Committee Mr. Per Ebbe Hofvander (Chairman)

Mr. Darius Erach Udwadia

Mr. Pathai Chakornbundit

Mr. Deba Prasad Roy

2. Nomination and Remuneration Committee Mr. Darius Erach Udwadia (Chairman)

Mr. Premchai Karnasuta

Mr. Pathai Chakornbundit

Mr. Per Ebbe Hofvander

3. Stakeholders Relationship Committee Mr. Pathai Chakornbundit

Mr. Adun Saraban

4. Corporate Social Responsibility Committee Mr. Per Ebbe Hofvander (Chairman)

Mr. Pathai Chakornbundit

Mr. Adun Saraban

5. Risk Management Committee Mr. Per Ebbe Hofvamder (Chairman)

Mr. Adun Saraban

Mr. B. K. Saha

6. Share Transfer Committee Mr. Darius Erach Udwadia (Chairman)

Mr. Adun Saraban

Mr. Rahul Neogi (Company Secretary)

7. QIP Committee of Directors Mr. Pathai Chakornbundit

Mr. Darius Erach Udwadia

Mr. Deba Prasad Roy

Mr. Adun Saraban

Key Managerial Personnel

Under the provisions of the Act, the management of the whole of the affairs of the Company is entrusted to the

managing director who has substantial powers of management of the affairs of the Company.

The table below sets out the names of our key managerial personnel and their current responsibilities:

Sr.

No.

Name Designation Date of appointment

1. Mr. Adun Saraban Managing Director January 1, 2010

2. Mr. Prasad Patwardhan Chief Financial Officer July 16, 2017

3. Mr. Rahul Neogi Company Secretary and Compliance

Officer

February 1, 2017

Brief Profiles of the Key Managerial Personnel

Mr. Prasad Patwardhan, 51 years of age, is the Chief Financial Officer of our Company with effect from July

16, 2017. He holds a Bachelor’s degree in Commerce from the University of Mumbai. He is a member of The

Institute of Chartered Accountants of India since January 1990. He has over 25 years of experience in resource

mobilization, accounting, taxation and investor relations. He joined our Company as the Chief Financial Officer

and is in charge of the financial reporting, financial strategy, compliance, taxation and co-ordination of statutory

and management reporting.

Mr. Rahul Neogi, 56 years of age, is the Company Secretary and Compliance Officer of our Company with effect

from February 1, 2017. He holds a Bachelor’s degree in Commerce from Patna University and a Bachelor’s degree

in Law from Bhagalpur University. He is a member of The Institute of Company Secretaries of India since 1995

and is also a certified Associate of the Indian Institute of Bankers. He has around 22 years of experience in

handling company law and related legislations.

137

For details of interest and other confirmations of Mr. Adun Saraban please see page 133.

Interest of Key Managerial Personnel

Our key managerial personnel do not have any interest in our Company other than to the extent of the remuneration

or benefits to which they are entitled to as per their terms of appointment and to the extent of the Equity Shares

held by them or their dependents in our Company, if any.

Other than as disclosed in this Preliminary Placement Document, there is no outstanding transaction other than in

the ordinary course of business undertaken by our Company, in which the key managerial personnel are interested.

The perquisites and allowances that may be payable to the key managerial personnel of our Company are in

accordance with our Company’s human resources policies. Except as disclosed above, our key managerial

personnel are not entitled to any other non-salary related amount or benefit.

Related Party Transactions

Except as disclosed in this Preliminary Placement Document, our Company has not entered into any related party

transaction during the last three financial years.

Loans to Directors and Key Managerial Personnel

As on the date of this Preliminary Placement Document, there are no amounts which are due to our Company,

from any of its Directors or key managerial personnel in the nature of loans and advances. Our Company has not

given any guarantees in favour of any Director or any key managerial personnel.

Other Confirmations

Except as stated above in “Interest of our Directors” and “Interests of Key Managerial Personnel”, none of our

Directors or any key managerial personnel of our Company has any financial or other material interest in this

Issue.

138

PRINCIPAL SHAREHOLDERS

The table below represents the shareholding pattern of our Company in accordance with Regulation 31 of the

Listing Regulations, as on December 31, 2017:

SUMMARY STATEMENT HOLDING OF SPECIFIED SECURITIES

Category of

Shareholders

No. of

Sharehol

ders

No. of fully

paid up equity

shares held

Total no of

shares held

Shareholding as

a % of total no.

of shares

(circulated as per

SCRR, 1957) As

a % of (A+B+C2)

Number of equity

shares held in

dematerialised form

A) Promoter &

Promoter

Group

1 8,01,13,180 8,01,13,180 51.63 8,01,13,180

B) Public 30,957 7,50,44,720 7,50,44,720 48.37 73,98,0615

C)Shares

underlying DRS

0.00 0.00 0.00 0.00 0.00

C2)Shares held

by Employees

Trust

0.00 0.00 0.00 0.00 0.00

C)Non

Promoter-Non

Public

0.00 0.00 0.00 0.00 0.00

Grand Total 30,958 15,51,57,900 15,51,57,900 100 15,37,80,345

STATEMENT SHOWING SHAREHOLDING PATTERN OF THE PROMOTER AND PROMOTER

GROUP

Category of

Shareholders

No. of

Shareholders

No. of fully

paid up

equity

shares held

Total no.

of shares

held

Shareholding as% of

total no. of shares

(calculated as per

SCRR,1975)As a %of

(A+B+C2)

Number of

equity shares

held in

dematerialized

form

A1)Indian

A2)Foreign

Any Other

(specify)

1 8,01,13,180 8,01,13,180 51.63 8,01,13,180

Italian Thai

Development

Public Company

Limited

1 8,01,13,180 8,01,13,180 51.63 8,01,13,180

Sub Total A2 1 8,01,13,180 8,01,13,180 51.63 8,01,13,180

A=A1+A2 1 8,01,13,180 8,01,13,180 51.63 8,01,13,180

STATEMENT SHOWING SHAREHOLDING PATTERN OF THE PUBLIC SHAREHOLDER

Category & Name of

Shareholder

No. of

Share

holder

No. of Fully

paid up

equity

shares held

Total no. of

shares held

Sharehol

ding %

calculate

d as per

SCRR

1957, As

a % of

(A+B=C2

)

No. of

Voting

Rights

Total

as a %

of

total

voting

rights

No. of equity

shares held

in

dematerializ

ed form (not

applicable)

B1)INSTITUTIONS 0 0 0.00 0.00

139

Category & Name of

Shareholder

No. of

Share

holder

No. of Fully

paid up

equity

shares held

Total no. of

shares held

Sharehol

ding %

calculate

d as per

SCRR

1957, As

a % of

(A+B=C2

)

No. of

Voting

Rights

Total

as a %

of

total

voting

rights

No. of equity

shares held

in

dematerializ

ed form (not

applicable)

Mutual Funds 49 3,41,82,886 3,41,82,886 22.03 3,41,82,886 22.03 3,41,82,886

Reliance Capital Trustee Co.

Ltd. - a/c Reliance Tax

Saver (ELSS) Fund

3 93,76,105 93,76,105 6.04 93,76,105 6.04 93,76,105

Sundaram Mutual Fund A/C

Sundaram Smile Fund

11 26,57,499 26,57,499 1.71 26,57,499 1.71 26,57,499

Franklin Templeton Mutual

Fund A/C Franklin India

High Growth Companies

Fund

2 40,00,000 40,00,000 2.58 40,00,000 2.58 40,00,000

UTI-MNC FUND 4 56,49,430 56,49,430 3.64 56,49,430 3.64 56,49,430

Sbi Magnum Monthly

Income Plan

8 54,01,284 54,01,284 3.48 54,01,284 3.48 54,01,284

IDFC Premier Equity Fund 2 35,63,055 35,63,055 2.30 35,63,055 2.30 35,63,055

Venture Capital Funds 0 0 0 0.00 0 0.00 0

Alternate Investment Funds 0 0 0 0.00 0 0.00 0

Foreign Venture Capital

Investors

0 0 0 0.00 0 0.00 0

Foreign Portfolio Investors 21 43,45,180 43,45,180 2.80 43,45,180 2.80 43,45,180

Eastspring Investments India

Infrastructure Equityopen

Limited

1 25,84,178 25,84,178 1.67 25,84,178 1.67 25,84,178

Financial Institutions/Banks 6 161,930 161,930 0.10 161,930 0.10 161,430

Insurance Companies 0 0 0 0.00 0 0.00 0

Provident Funds/Pension

Funds

0 0 0 0.00 0 0.00 0

Any Other

Sub Total (B)(1) 76 3,86,89,996 3,86,89,996 24.94 3,86,89,996 24.94 3,86,88,496

Central Government/State

Government(s)/President of

India

0 0 0 0.00 0 0.00 0

Sub Total (B)(2) 0 0 0 0.00 0 0.00 0

Non-Institutions

Individual shareholders

holding

Nominal share capital up to

Rs.2 lakhs

29,133 2,31,46,929 2,31,46,929 14.92 2,31,46,929 14.92 2,31,46,929

Individual shareholders

holding

Nominal share capital in

excess of Rs. 2 Lakhs

6 62,55,083 62,55,083 4.03 62,55,083 4.03 62,55,083

Hitesh Ramji Javeri 1 40,00,020 40,00,020 2.58 40,00,020 2.58 40,00,020

NBFCs Registered with RBI 4 3,150 3,150 0.00 3,150 0.00 3,150

Employee Trusts 0 0 0 0.00 0 0.00 0

Overseas Depositories

(Holding DRs)(Balancing

figure)

0 0 0 0.00 0 0.00 0

Any Other

TRUSTS 3 3,951 3,951 0.00 3,951 0.00 3,951

Alternative Investment Fund 1 2,50,000 2,50,000 0.16 2,50,000 0.16 2,50,000

140

Category & Name of

Shareholder

No. of

Share

holder

No. of Fully

paid up

equity

shares held

Total no. of

shares held

Sharehol

ding %

calculate

d as per

SCRR

1957, As

a % of

(A+B=C2

)

No. of

Voting

Rights

Total

as a %

of

total

voting

rights

No. of equity

shares held

in

dematerializ

ed form (not

applicable)

Non-Resident Indians 610 7,44,117 7,44,117 0.48 7,44,117 0.48 7,42,617

Clearing Members 155 1,02,268 1,02,268 0.07 1,02,268 0.07 1,02,268

Non-Resident Indian Non

Repatriable

207 2,18,704 2,18,704 0.14 2,18,704 0.14 2,18,704

Bodies Corporates 761 53,36,962 53,36,962 3.44 53,36,962 3.44 53,14,232

Param Capital Research

Private Limited

1 20,00,000 20,00,000 1.29 20,00,000 1.29 20,00,000

I E P F 1 2,93,560 2,93,560 0.19 2,93,560 0.19 2,93,560

Sub Total (B)(3) 30,881 3,63,54,724 3,63,54,724 23.43 3,63,54,724 23.43 3,52,92,119

Total Public Shareholding

(B) = (B)(1)+(B)(2)+(B)(3)

30,957 7,50,44,720 7,50,44,720 48.37 7,50,44,720 48.37 7,39,80,615

STATEMENT SHOWING SHAREHOLDING PATTERN OF THE NON PROMOTER – NON PUBLIC

SHAREHOLDER

Category & Name

of the

Shareholders (I)

No. of

shareholders

(III)

No. of

fully

paid up

equity

shares

held

Total no. of

shares held

(VII=IV+V+VI)

Shareholding %

calculated as per

SCRR,1975 As%

of (A+B+C2)

(VIII)

Number of equity

shares held in

dematerialized

form (XIV)(not

applicable)

C1)Custodian/DR

Holder

0 0 0.00

C2)Employee

Benefit Trust

0 0 0.00

Details of disclosure made by the Trading Members holding 1% or more of the Total No. of shares of the

company

Sr. No. Name of the

Trading Member

Name of the

Beneficial

Owner

No. of shares

held

% of total no. of

shares

Date of reporting

by the Trading

Member

- NIL NIL NIL NIL NIL

141

ISSUE PROCEDURE

The following is a summary intended to present a general outline of the procedure relating to the application,

bidding, payment, Allocation and Allotment of the Equity Shares to be issued pursuant to the Issue. The procedure

followed in the Issue may differ from the one mentioned below, and investors are presumed to have apprised

themselves of the same from our Company or the BRLM. Investors that apply in this Issue will be required to

confirm and will be deemed to have represented to our Company, the BRLM and their respective directors,

officers, agents, advisors, affiliates and representatives that they are eligible under all applicable laws, rules,

regulations, guidelines and approvals to acquire Equity Shares as a QIB 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. Our Company and the BRLM and their respective directors, officers, agents,

advisors, affiliates and representatives accept no responsibility or liability for advising any investor on whether

such investor is eligible to acquire Equity Shares. Investor is advised to inform themselves of any restrictions or

limitations that may be applicable to them. See the chapters titled “Distribution and Solicitation Restrictions”

and “Transfer Restrictions” beginning on pages 153and 159, respectively.

The Issue is being made to QIBs in reliance upon Chapter VIII of the SEBI Regulations and section 42 of the

Companies Act, 2013 and the rules thereunder. The Issue has been approved by our members vide postal ballot

dated December 12, 2017 and has been approved by our Board on September 21, 2017.

Our Company has received the in-principle approvals dated January 24, 2018 and January 24, 2018 from the NSE

and the BSE, respectively, under Regulation 28 (1) of the SEBI Listing Regulations. Our Company has also filed

a copy of this Preliminary Placement Document with the Stock Exchanges.

After the Allotment of Equity Shares, our Company shall make applications to the Stock Exchanges for the listing

approvals. Subsequently, after the credit of Equity Shares to the beneficiary accounts with the Depository

Participant, our Company shall make applications to the Stock Exchanges for the final listing and trading

approvals.

Our Company shall also make the requisite filings with the RoC and SEBI within the stipulated period as required

under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or registered, listed or

otherwise qualified in any other jurisdiction outside India and may not be offered or sold within the United States

except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.

Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a)

in the United States only to persons who are qualified institutional buyers (as defined in Rule 144A under the U.S.

Securities Act) pursuant to Section 4(a)(2) or another available exemption from registration under the U.S.

Securities Act, and (b) outside the United States in offshore transactions in reliance on Regulation S or pursuant

to another exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities

Act. The Equity Shares are transferable only in accordance with the restrictions described under the sections

“Distribution and Solicitation Restrictions” and “Transfer Restrictions” on pages 153 and 159, respectively.

Qualified Institutions Placement

The Issue is being made only to QIBs in reliance upon Chapter VIII of the SEBI ICDR Regulations and Section

42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities)

Rules, 2014, and, through the mechanism of a QIP. Under Chapter VIII of the SEBI ICDR Regulations and Section

42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities)

Rules, 2014, a company may issue equity shares to QIBs, subject to certain conditions including:

the shareholders of the issuer have passed a special resolution approving such QIP. Such special resolution

must specify that the allotment of securities is proposed to be made pursuant to the QIP at the Relevant Date

as maybe determined by the Board or any of its committee thereof;

equity shares of the same class of such issuer, which are proposed to be allotted through the QIP, are listed

on a recognised stock exchange in India having nation-wide trading terminals for a period of at least one year

prior to the date of issuance of notice to its shareholders for convening the meeting to pass the above-

mentioned special resolution;

142

the aggregate of the proposed issue and all previous QIPs made by the issuer in the same financial year does

not exceed five times the net worth (as defined in the SEBI ICDR Regulations) of the issuer as per the audited

balance sheet of the previous financial year;

the issuer shall be in compliance with the minimum public shareholding requirements set out in the SCRR;

the issuer shall have completed allotments with respect to any prior offer or invitation made by the issuer or

shall have withdrawn or abandoned any prior invitation or offer made by the issuer;

the issuer shall offer to each Allottee at least such number of the securities in the issue which would aggregate

to at least ₹ 20,000 calculated at the face value of the securities;

the offer must be made through a private placement offer letter and an application form serially numbered

and addressed specifically to the QIB to whom the offer is made and is sent within 30 days of recording the

names of such QIBs;

the offering of securities by issue of public advertisements or utilisation of any media, marketing or

distribution channels or agents to inform the public about the issue is prohibited

At least 10% of the equity shares issued to QIBs must be allotted to Mutual Funds, provided that, if this portion

or any part thereof to be allotted to mutual funds remains unsubscribed, it may be allotted to other QIBs.

Bidders are not allowed to withdraw their Bids after the Issue Closing Date.

Additionally, there is a minimum pricing requirement under the SEBI ICDR Regulations. The Floor Price shall

not be less than the average of the weekly high and low of the closing prices of the Equity Shares of the same

class of the Equity Shares of the Issuer quoted on the stock exchange during the two weeks preceding the Relevant

Date. However, a discount of up to 5% of the Floor Price is permitted in accordance with the provisions of the

SEBI ICDR Regulations.

The “Relevant Date” referred to above, for Floor Price, will be the date of the meeting in which the Board of

Directors or any committee duly authorised by the Board of Directors decides to open the Issue and “stock

exchange” means any of the recognised stock exchanges in India on which the equity shares of the issuer of the

same class are listed and on which the highest trading volume in such equity shares has been recorded during the

two weeks immediately preceding the Relevant Date. Further, in accordance with the resolution of our

Shareholders passed on December 12, 2017 our Company may offer a discount of not more than 5% on the Floor

Price

Our Company has applied for and received the in-principle approval of the Stock Exchanges under Regulation

28(1) of the Listing Regulations for the listing of the Equity Shares on the Stock Exchanges. Our Company has

also delivered a copy of this Preliminary Placement Document to the Stock Exchanges.

Our Company shall also make the requisite filings with the RoC and SEBI within the stipulated period as required

under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

The Issue has been authorized by (i) the Board pursuant to a resolution passed on September 21, 2017, and (ii)

the shareholders, pursuant to a resolution passed by postal ballot on December 12, 2017.

The Equity Shares will be Allotted within 12 months from the date of the shareholders’ resolution approving the

QIP and within 60 days from the date of receipt of subscription money from the successful Bidders. For details of

refund of application money, please see the section “Issue Procedure – Pricing and Allocation – Designated Date

and Allotment of Equity Shares” beginning on page 60.

The Equity Shares issued pursuant to the Issue must be issued on the basis of this Preliminary Placement

Document and the Placement Document that shall contain all material information including the information

specified in Schedule XVIII of the SEBI ICDR Regulations and the requirements prescribed under Form PAS-4

of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The Preliminary Placement Document

and the Placement Document are private documents provided to only the QIBs through serially numbered copies

and are required to be placed on the website of the concerned Stock Exchanges and of our Company with a

143

disclaimer to the effect that it is in connection with an issue to QIBs and no offer is being made to the public or

to any other category of investors.

The minimum number of Allottees for the Issue shall not be less than:

two, where the issue size is less than or equal to ₹ 25,000 lakh; and

five, where the issue size is greater than ₹ 25,000 lakh.

No single allottee shall be allotted more than 50 % of the issue size.

QIBs that belong to the same group or that are under common control shall be deemed to be a single allottee. For

details of what constitutes “same group” or “common control”, please see the section “Issue Procedure—

Application Process—Application Form” beginning on page 146.

Securities allotted to a QIB pursuant to the Issue shall not be sold for a period of one year from the date of

allotment except on the floor of a recognised stock exchange in India. Allotments made to FVCIs, VCFs and AIFs

in the Issue are subject to the rules and regulations that are applicable to them, including in relation to lock-in

requirements.

The Equity Shares in this Issue have not been and will not be registered under the U.S. Securities Act, or any state

securities laws of the United States and unless so registered, may not be offered, sold or delivered within the

United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements

of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity Shares

are being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the

applicable laws of the jurisdictions where those offers and sales are made. For a description of certain restrictions

on transfer of the Equity Shares, please see “Transfer Restrictions” on page 159.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction

outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction,

except in compliance with the applicable laws of such jurisdiction.

Issue Procedure

1. Our Company and BRLM shall circulate serially numbered copies of this Preliminary Placement Document

and the serially numbered Application Form, either in electronic or physical form, to only the QIBs who are

the QIBs and the Application Form will be specifically addressed to such QIBs who are the QIBs. In terms

of Section 42(3) of the Companies Act, 2013, our Company shall maintain complete records of the QIBs /

QIBs to whom the Preliminary Placement Document and the serially numbered Application Form have been

dispatched. Our Company will make the requisite filings with the RoC and SEBI within the stipulated time

period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of

Securities) Rules, 2014.

2. The list of QIBs to whom the Preliminary Placement Document and Application Form is delivered will be

determined by the BRLM in consultation with our Company, at their sole discretion. UNLESS A SERIALLY

NUMBERED PRELIMINARY PLACEMENT DOCUMENT ALONG WITH THE SERIALLY

NUMBERED APPLICATION FORM IS ADDRESSED TO A PARTICULAR QIB, NO INVITATION TO

SUBSCRIBE SHALL BE DEEMED TO HAVE BEEN MADE TO SUCH QIB. Even if such documentation

were to come into the possession of any person other than the intended recipient, no offer or invitation to

offer shall be deemed to have been made to such person and any application that does not comply with this

requirement shall be treated as invalid. Our Company shall intimate the Bid/Issue Opening Date to the Stock

Exchanges.

3. QIBs may submit an Application Form, including any revisions thereof, during the Bidding Period to the

BRLM.

4. Bidders will be required to indicate the following in the Application Form:

name of the QIB to whom Equity Shares are to be Allotted;

number of Equity Shares Bid for;

price at which they are agreeable to subscribe for the Equity Shares, provided that QIBs may also indicate

144

that they are agreeable to submit a Bid at “Cut-off Price”; which shall be any price as may be determined by

our Company in consultation with the BRLM at or above the Floor Price net of such discount as approved in

accordance with SEBI ICDR Regulations;

details of the depository account to which the Equity Shares should be credited; and

a representation that it is outside the United States, and it has agreed to certain other representations set forth

in the Application Form;

SEBI registration number, if applicable;

For Systemically Important NBFCs following documents shall be enclosed with the application (i) the

certificate of registration issued by the RBI under Section 45 –IA of the RBI Act, 1934 and (ii) networth

certificate from its statutory auditors or any independent chartered accountant based on the last audited

financial statements.

Note: Each sub-account of an FII other than a sub-account which is a foreign corporate or a foreign individual

will be considered as an individual QIB and separate Application Forms would be required from each such sub-

account for submitting Bids. FIIs or sub-accounts of FIIs are required to indicate SEBI FII/ sub-account

registration number in the Application Form.

5. Once a duly completed Application Form (including the revision of bids) is submitted by a QIB, such

Application Form constitutes an irrevocable offer and cannot be withdrawn after the Issue Closing Date. The

Issue Closing Date shall be notified to the Stock Exchanges and the QIBs shall be deemed to have been given

notice of such date after receipt of the Application Form.

6. The Bids made by asset management companies or custodians of Mutual Funds shall specifically state the

names of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid can

be made in respect of each scheme of the Mutual Fund registered with SEBI. Upon receipt of the Application

Form, after the Issue Closing Date, our Company shall determine the final terms, including the Issue Price of

the Equity Shares to be issued pursuant to the Issue in consultation with the BRLM. Upon determination of

the final terms of the Equity Shares, the BRLM will send the serially numbered CAN to the QIBs who have

been Allocated the Equity Shares. The dispatch of a CAN shall be deemed a valid, binding and irrevocable

contract for the QIB to pay the entire Issue Price for all the Equity Shares Allocated to such QIB. The CAN

shall contain details such as the number of Equity Shares Allocated to the QIB and payment instructions

including the details of the amounts payable by the QIB for Allotment of the Equity Shares in its name and

the Pay-In Date as applicable to the respective QIB. PLEASE NOTE THAT THE ALLOCATION WILL BE

AT THE ABSOLUTE DISCRETION OF OUR COMPANY AND WILL BE BASED ON

RECOMMENDATION OF THE BRLM.

7. Pursuant to receiving a CAN, each successful Bidder shall be required to make the payment of the entire

application monies for the Equity Shares indicated in the CAN at the Issue Price, only through electronic

transfer to our Company’s designated bank account by the Pay-In Date as specified in the CAN sent to the

respective successful Bidder. No payment shall be made by successful Bidder in cash. Please note that any

payment of application money for the Equity Shares shall be made from the bank accounts of the relevant

QIBs applying for the Equity Shares. Monies payable on Equity Shares to be held by joint holders shall be

paid from the bank account of the person whose name appears first in the application. Pending Allotment, all

monies received for subscription of the Equity Shares shall be kept by our Company in a separate bank

account with a scheduled bank and shall be utilised only for the purposes permitted under the Act.

8. Upon receipt of the application monies from the QIBs, our Company shall Allot Equity Shares as per the

details in the CANs sent to the successful Bidder.

9. After passing the resolution for Allotment and prior to crediting the Equity Shares into the depository

participant accounts of the successful Bidders, our Company shall apply to the Stock Exchanges for listing

approvals. Our Company will intimate to the Stock Exchanges the details of the Allotment and apply for

approvals for final listing of the Equity Shares on the Stock Exchanges prior to crediting the Equity Shares

into the beneficiary account maintained with the Depository Participant by the successful Bidder.

10. After receipt of the listing approvals of the Stock Exchanges, our Company shall credit the Equity Shares

Allotted pursuant to this Issue into the Depository Participant accounts of the respective Allottees.

11. Our Company will then apply for the final trading approvals from the Stock Exchanges.

145

12. The Equity Shares that would have been credited to the beneficiary account with the Depository Participant

of the QIBs shall be eligible for trading on the Stock Exchanges only upon the receipt of final trading and

listing approvals from the Stock Exchanges.

13. Upon receipt of intimation of final trading and listing approval from the Stock Exchanges, our Company shall

inform the Allottees of the receipt of such approval. Our Company and the BRLM shall not be responsible

for any delay or non-receipt of the communication of the final trading and listing permissions from the Stock

Exchanges or any loss arising from such delay or non-receipt. Final listing and trading approvals granted by

the Stock Exchanges are also placed on their respective websites. QIBs are advised to apprise themselves of

the status of the receipt of the permissions from the Stock Exchanges or our Company.

Qualified Institutional Buyers

Only QIBs not otherwise excluded pursuant to Regulation 86(1) (b) of the SEBI ICDR Regulations are eligible to

invest. As on date, under Regulation 2(1) (zd) of the SEBI ICDR Regulations, a QIB means:

alternate investment funds registered with SEBI

Eligible FPIs;

foreign venture capital investors registered with SEBI;

insurance companies registered with Insurance Regulatory and Development Authority;

insurance funds set up and managed by army, navy or air force of the Union of India;

insurance funds set up and managed by the Department of Posts, India;

multilateral and bilateral development financial institutions;

Mutual Fund;

pension funds with minimum corpus of ₹ 250 million;

provident funds with minimum corpus of ₹ 250 million;

public financial institutions as defined in Section 4A of the Companies Act, 1956 (Section 2(72) of the

Companies Act, 2013);

scheduled commercial banks;

state industrial development corporation;

the National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the

Government published in the Gazette of India; and

venture capital funds registered with SEBI;

systemically important non-banking financial companies.

FIIs (other than a sub-account which is a foreign corporate or a foreign individual) and Eligible FPIs are permitted

to participate through the portfolio investment scheme under Schedule 2 and Schedule 2A of FEMA 20

respectively, in this Issue. FIIs and Eligible FPIs are permitted to participate in the Issue subject to compliance

with all applicable laws and such that the shareholding of the FPIs do not exceed specified limits as prescribed

under applicable laws in this regard.

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which

means the same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed

10% of our post-Issue Equity Share capital. Further, in terms of the FEMA 20, the total holding by each FPI shall

be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs put

together shall not exceed 24% of the paid-up Equity Share capital of our Company. The aggregate limit of 24%

may be increased up to the sectoral cap by way of a resolution passed by the Board of Directors followed by a

special resolution passed by the shareholders of our Company.

Eligible FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which

may be specified by the Government from time to time.

An FII or sub-account (other than a sub-account which is a foreign corporate or a foreign individual) who holds a

valid certificate of registration from SEBI shall be deemed to be an FPI until the expiry of the block of three years

for which fees have been paid as per the SEBI FII Regulations. An FII or sub-account (other than a sub-account

which is a foreign corporate or a foreign individual) may participate in the Issue, until the expiry of its registration

as a FII or sub-account, or until it obtains a certificate of registration as FPI, whichever is earlier. If the registration

of an FII or sub-account has expired or is about to expire, such FII or sub-account may, subject to payment of

conversion fees under the SEBI FPI Regulations, participate in the Issue. An FII or sub-account shall not be

eligible to invest as an FII after registering as an FPI under the SEBI FPI Regulations.

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In terms of the FEMA 20, for calculating the aggregate holding of FPIs in a company, holding of all registered

FPIs as well as holding of FIIs (being deemed FPIs) shall be included. FPI’s investing in this Issue should ensure

that they are eligible under the applicable law or regulation to apply in this Issue.

Allotments to FVCIs, VCFs and AIFs in the Issue are subject to the rules and regulations that are applicable to

them, including in relation to lock-in requirements.

Under Regulation 86(1) (b) of the SEBI ICDR Regulations, no Allotment shall be made pursuant to the Issue,

either directly or indirectly, to any QIB being, or any person related to, the Promoter. QIBs which have all or any

of the following rights shall be deemed to be persons related to the Promoter:

rights under a shareholders’ agreement or voting agreement entered into with the Promoter or persons related

to the Promoter;

veto rights; or

a right to appoint any nominee director on the Board.

Provided, however, that a QIB which does not hold any shares in our Company and which has acquired the

aforesaid rights in the capacity of a lender shall not be deemed to be related to the Promoter.

Our Company and the BRLM are not liable for any amendment or modification or change to applicable laws or

regulations, which may occur after the date of this Preliminary Placement Document. QIBs are advised to make

their independent investigations and satisfy themselves that they are eligible to apply. QIBs are advised to ensure

that any single application 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 Preliminary Placement

Document. Further, QIBs are required to satisfy themselves that their Bids would not eventually result in

triggering a tender offer under the Takeover Code, and the QIB shall be solely responsible for compliance with

the provisions of the Takeover Code, SEBI (Prohibition of Insider Trading) Regulations, 2015 and other

applicable laws, rules, regulations, guidelines and circulars.

A minimum of 10% of the Equity Shares in the Issue shall be allotted to Mutual Funds. If no Mutual Fund is

agreeable to take up the minimum portion as specified above, such minimum portion (or part thereof not so taken

up) may be allotted to other QIBs.

Note: Affiliates or associates of the BRLM who are QIBs may participate in the Issue in compliance with

applicable laws.

Application Process

Application Form

QIBs shall only use the serially numbered Application Forms (which are addressed to them) supplied by our

Company and the BRLM in either electronic form or by physical delivery for the purpose of making a Bid

(including revision of a Bid) in terms of this Preliminary Placement Document.

By making a Bid (including the revision thereof) for Equity Shares through Application Forms and pursuant to

the terms of this Preliminary Placement Document, the QIB will be deemed to have made the following

representations and warranties and the representations, warranties and agreements made under the sections

“Notice to Investors”, “Representations by Investors”, “Distribution and Solicitation Restrictions” and

“Transfer Restrictions” beginning on pages 1, 3, 153, and 159, respectively:

1. The QIB confirms that it is a QIB in terms of Regulation 2(1) (zd) of the SEBI ICDR Regulations and is

not excluded under Regulation 86 of the SEBI ICDR Regulations, has a valid and existing registration

under the applicable laws in India (as applicable) and is eligible to participate in the Issue;

2. The QIB confirms that it is not a Promoter and is not a person related to the Promoter, either directly or

indirectly and its Application Form does not directly or indirectly represent the Promoter or Promoter

Group or persons related to the Promoter as defined in the SEBI ICDR Regulations;

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3. The QIB confirms that it has no rights under a shareholders’ agreement or voting agreement with the

Promoter or persons related to the Promoter, no veto rights or right to appoint any nominee director on the

Board other than those acquired in the capacity of a lender which shall not be deemed to be a person related

to the Promoter as defined in the SEBI ICDR Regulations;

4. The QIB acknowledges that it has no right to withdraw its Application after the Issue Closing Date;

5. The QIB confirms that if Equity Shares are Allotted through this Issue, it shall not, for a period of one year

from Allotment, sell such Equity Shares otherwise than on the Stock Exchanges;

6. The QIB confirms that the QIB is eligible to Bid and hold Equity Shares so Allotted. The QIB further

confirms that the holding of the QIB, does not and shall not, exceed the level permissible as per any

applicable regulations applicable to the QIB;

7. The QIB confirms that its Bids would not eventually result in triggering a tender offer under the Takeover

Code;

8. The QIB confirms that to the best of its knowledge and belief, the number of Equity Shares Allotted to it

pursuant to the Issue, together with other Allottees that belong to the same group or are under common

control, shall not exceed 50 % of the Issue Size. For the purposes of this representation:

The expression ‘belong to the same group’ shall derive meaning from the concept of ‘companies under the

same group’ as provided in sub-section (11) of Section 372 of the Companies Act, 1956; and

‘Control’ shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the Takeover Code;

9. The QIBs shall not undertake any trade in the Equity Shares credited to its beneficiary account maintained

with the Depository Participant until such time that the final listing and trading approvals for the Equity

Shares are issued by the Stock Exchanges.

10. The QIB represents that it is outside the United States and is acquiring the Equity Shares in an offshore

transaction in reliance on Regulation S, and is not our affiliate or a person acting on behalf of such an

affiliate and it has agreed to certain other representations set forth in the Application Form. It also confirms

all other applicable representations and warranties included under “Representations by Investors”, “Notice

to Investors”, “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages

3, 1, 153 and 159 respectively.

QIBS MUST PROVIDE THEIR DEPOSITORY ACCOUNT DETAILS, PERMANENT ACCOUNT NUMBER,

THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION

NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM. QIBS MUST

ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE

NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. FOR THIS PURPOSE, ELIGIBLE SUB

ACCOUNTS OF AN FII WOULD BE CONSIDERED AS AN INDEPENDENT QIB.

IF SO REQUIRED BY THE BRLM, THE QIB SUBMITTING A BID, ALONG WITH THE APPLICATION

FORM, WILL ALSO HAVE TO SUBMIT REQUISITE DOCUMENT(S) TO THE BRLM TO EVIDENCE

THEIR STATUS AS A "QIB" AS DEFINED HEREINABOVE.

IF SO REQUIRED BY THE BRLM, COLLECTION BANK(S) OR ANY STATUTORY OR REGULATORY

AUTHORITY IN THIS REGARD, INCLUDING AFTER ISSUE CLOSURE, THE QIB SUBMITTING A BID

AND/OR BEING ALLOTTED EQUITY SHARES IN THE ISSUE, WILL ALSO HAVE TO SUBMIT

REQUISITE DOCUMENT(S) TO FULFIL THE KNOW YOUR CUSTOMER (KYC) NORMS.

Demographic details such as address and bank account will be obtained from the Depositories as per the

Depository Participant account details given above.

The submission of an Application Form by a QIB shall be deemed a valid, binding and irrevocable offer for the

QIB to pay the entire Issue Price for the Equity Shares (as indicated by the CAN) and becomes a binding contract

on the QIB upon issuance of the CAN by our Company in favour of the QIB.

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Bids by Mutual Funds

The bids made by the asset management companies or custodian of Mutual Funds shall specifically state the

names of the concerned schemes for which the Bids are made. Each scheme/fund of a mutual fund registered with

SEBI, will have to submit separate Application Form.

Each mutual fund will have to submit separate Application Forms for each of its participating schemes. Such

applications will not be treated as multiple bids provided that the bids clearly indicate the scheme for which the

bid has been made. However, for the purpose of calculating the number of allotters/applicants, various schemes

of the same mutual fund will be considered as a single allottee/applicant.

As per the current regulations, the following restrictions are applicable for investments by Mutual Funds:

No Mutual Fund scheme shall invest more than 10% of its net asset value in Equity Shares or equity related

instruments of any company provided that the limit of 10% shall not be applicable for investments in case of 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 capital carrying voting rights.

Bids by Systemically Important NBFCs

In case of application made by Systemically Important NBFCs registered with the RBI (i) the certificate of

registration issued by the RBI under Section 45 –IA of the RBI Act, 1934 and (ii) networth certificate from its

statutory auditors or any independent chartered accountant based on the last audited financial statements is

required to be attached to the application.

Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number

CIR/ CFD/ DIL/ 1/ 2011 dated April 29, 2011, all applicants who are QIBs, Non-Institutional Investors or are

applying in the Issue for Equity Shares for an amount exceeding ₹2 Lakh shall mandatorily make use of ASBA

facility, subject to their fulfilling the eligibility conditions to be an ASBA Investor. Further, all QIB applicants

and Non-Institutional Investors are mandatorily required to use ASBA, even if application amount does not exceed

₹2 Lakh subject to their fulfilling the eligibility conditions to be an ASBA Investor.

The above information is given for the benefit of the Bidders. We and the BRLM are not liable for any

amendments or modification or changes in applicable laws or regulations, which may happen after the date of this

Preliminary Placement Document. Bidders are advised to make their independent investigations and ensure that

the number of Equity Shares Bid for do not exceed the applicable limits under the applicable laws and regulations.

Submission of Application Form

All Application Forms must be duly completed with information including but not limited to the number of Equity

Shares applied for. All Application Forms duly completed along with payment and a copy of the PAN card or

PAN allotment letter shall be submitted to the BRLM either through electronic form or through physical delivery

at the following address:

Name Address Contact Person Contact Details

ICICI Securities

Limited

ICICI Center, H.T.

Parekh Marg

Churchgate,

Mumbai – 400 020

Maharashtra, India

Mr. Rishi Tiwari

/ Mr. Vishal

Kanjani

Tel : +91 22 6637 7176

Fax: +91 22 2282 6580

Email:itdc.qip@icicisecurities.com

Website: www.icicisecurities.com

The BRLM shall not be required to provide any written acknowledgement of receipt of the Application Form.

Permanent Account Number or PAN

Each QIB should mention its PAN allotted under the IT Act in the Application Form. Applications without this

information will be considered incomplete and are liable to be rejected. QIBs should not submit the GIR number

instead of the PAN as the Application Form is liable to be rejected on this ground.

Pricing and Allocation

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Build-up of the Book

The QIBs shall submit their Bids (including the revision of bids) within the Bidding Period to the BRLM. Such

Bids cannot be withdrawn after the Issue Closing Date. The book shall be maintained by the BRLM.

Price Discovery and Allocation

Our Company, in consultation with the BRLM, shall determine the Issue Price, which shall be at or above the

Floor Price. However, our Company may offer a discount of not more than five (5) % on the Floor Price in terms

of Regulation 85 of the SEBI ICDR Regulations.

After finalization of the Issue Price, our Company shall update this Preliminary Placement Document with the

Issue details and file the same with the Stock Exchanges as the Placement Document.

Method of Allocation

Our Company shall determine the Allocation in consultation with the BRLM on a discretionary basis and in

compliance with Chapter VIII of the SEBI ICDR Regulations. Bids received from the QIBs at or above the Issue

Price shall be grouped together to determine the total demand.

The Allocation to all such QIBs will be made at the Issue Price. Allocation shall be decided by us in consultation

with the BRLM on a discretionary basis. Allocation to Mutual Funds for up to a minimum of 10 % of the Issue

Size shall be undertaken subject to valid Bids being received at or above the Issue Price.

THE DECISION OF OUR COMPANY IN CONSULTATION WITH THE BRLM IN RESPECT OF

ALLOCATION SHALL BE FINAL AND BINDING ON ALL QIBS. QIBS MAY NOTE THAT ALLOCATION

OF EQUITY SHARES IS AT THE SOLE AND ABSOLUTE DISCRETION OF OUR COMPANY IN

CONSULTATION WITH THE BRLM AND QIBS MAY NOT RECEIVE ANY ALLOCATION EVEN IF

THEY HAVE SUBMITTED VALID APPLICATION FORMS AT OR ABOVE THE ISSUE PRICE. NEITHER

OUR COMPANY NOR THE BRLM ARE OBLIGED TO ASSIGN ANY REASON FOR ANY NON-

ALLOCATION.

CAN

Based on the Application Forms received, our Company, in consultation with the BRLM, in their sole and absolute

discretion, shall decide the successful Bidder to whom the serially numbered CAN shall be sent, pursuant to which

the details of the Equity Shares Allocated to them and the details of the amounts payable for Allotment of such

Equity Shares in their respective names shall be notified to such successful Bidder. Additionally, a CAN will

include details of the relevant Escrow Account into which such payments would need to be made, address where

the application money needs to be sent, Pay-In Date as well as the probable designated date, being the date of

credit of the Equity Shares to the respective successful Bidder’s account.

The successful Bidders would also be sent the serially numbered Placement Document. The dispatch of the serially

numbered Placement Document and the serially numbered CAN to the successful QIBs shall be deemed a valid,

binding and irrevocable contract for the QIB to furnish all details that may be required by Company and the BRLM

and to pay the entire Issue Price for all the Equity Shares Allocated to such QIB.

QIBs are advised to instruct their Depository Participant to accept the Equity Shares that may be Allotted to them

pursuant to the Issue.

Bank Account for Payment of Application Money

Our Company has opened an escrow bank account; the “ITD Cementation India Limited – QIP Escrow Account”

with Axis Bank in terms of the arrangement among our Company, the BRLM and Axis Bank as Escrow Bank.

The QIB will be required to deposit the entire amount payable for the Equity Shares Allocated to it by the Pay-In

Date as mentioned in, and in accordance with, the respective CAN.

Payments are to be made only through electronic fund transfer.

Note: Payments through cheques are liable to be rejected.

If the payment is not made favouring “ITD Cementation India Limited – QIP Escrow Account” within the time

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stipulated in the CAN, the Application Form and the CAN of the QIB are liable to be cancelled.

Our Company undertakes to utilise the amount deposited in “ITD Cementation India Limited – QIP Escrow

Account” only for the purposes of (i) adjustment against Allotment of Equity Shares in the Issue; or (ii) repayment

of application money if our Company is not able to Allot Equity Shares in the Issue.

In case of cancellations or default by the QIBs, our Company, the BRLM has the right to reallocate the Equity

Shares at the Issue Price among existing or new QIBs at their sole and absolute discretion.

Designated Date and Allotment of Equity Shares

The Equity Shares will not be Allotted unless the successful QIBs pay the amount payable as mentioned in the

CAN issued to them to the “ITD Cementation India Limited – QIP Escrow Account” as stated above. The Equity

Shares in the Issue will be issued and Allotment shall be made only in dematerialized form to the Allottees.

Allottees will have the option to re-materialize the Equity Shares, if they so desire, as per the provisions of the

Companies Act and the Depositories Act. Post the Allotment, the successful Bidders/Allottee would also be sent

a serially numbered Placement Document either in electronic form or by physical delivery.

Our Company, at its sole discretion, reserves the right to cancel the Issue at any time up to Allotment without

assigning any reason whatsoever. Post the Allotment and credit of Equity Shares into the QIBs’ Depository

Participant accounts, our Company will apply for final trading and listing approvals from the Stock Exchanges.

In the case of QIBs who have been Allotted more than 5% of the Equity Shares in the Issue, our Company shall

disclose the name and the number of the Equity Shares Allotted to such QIB to the Stock Exchanges and the Stock

Exchanges will make the same available on their website.

The Escrow Bank shall release the monies lying to the credit of the Escrow Cash Account to our Company after

Allotment of Equity Shares to QIBs.

In accordance with the Companies Act, 2013, in the event that our Company is unable to issue and Allot the

Equity Shares offered in the Issue or there is a cancellation of the Issue within 60 days from the date of receipt of

application money from a successful Bidder, our Company shall repay the application money within 15 days from

expiry of 60 day period, failing which our Company shall repay that money to such successful Bidders with

interest at the rate of 12 % per annum from expiry of the 60th day. The application money to be refunded by our

Company shall be refunded to the same bank account from which application money was remitted by the QIBs.

Other Instructions

Right to Reject Applications

Our Company, in consultation with the BRLM, may reject Bids, in part or in full, without assigning any reason

whatsoever. The decision of our Company and the BRLM in relation to the rejection of Bids shall be final and

binding.

Equity Shares in dematerialized form with NSDL or CDSL

The Allotment of the Equity Shares in the Issue shall be only in dematerialized form (i.e., not in physical

certificates but be fungible and be represented by the statement issued through the electronic mode). A QIB

applying for Equity Shares to be issued pursuant to the Issue must have at least one beneficiary account with a

Depository Participant of either NSDL or CDSL prior to making the Bid. Allotment to a successful QIB will be

credited in electronic form directly to the beneficiary account (with the Depository Participant) of the QIB.

Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with

NSDL and CDSL. The Stock Exchanges have electronic connectivity with NSDL and CDSL. The trading of the

Equity Shares to be issued pursuant to the Issue would be in dematerialised form only for all QIBs in the demat

segment of the respective Stock Exchanges.

Our Company and the BRLM will not be responsible or liable for the delay in the credit of Equity Shares to be

issued pursuant to the Issue due to errors in the Application Form or otherwise on part of the QIBs.

Release of funds to our Company

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The Escrow Bank shall not release the monies lying to the credit of the “ITD Cementation India Limited – QIP

Escrow Account” till such time, that it receives an instruction in pursuance to the Escrow Agreement, along with

the Listing approval of the Stock Exchanges for the Equity Shares offered in the Issue.

Equity Shares in dematerialized form with NSDL or CDSL

The Allotment of the Equity Shares in this Issue shall be only in 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).

1. A QIB applying for Equity Shares in the Issue must have at least one beneficiary account with a

Depository Participant of either NSDL or CDSL prior to making the Bid.

2. The Equity Shares Allotted to a successful QIB will be credited in electronic form directly to the

beneficiary account (with the Depository Participant) of the QIB.

3. Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity

with NSDL and CDSL. The BSE and the NSE have electronic connectivity with CDSL and NSDL.

4. The trading of the Equity Shares issued pursuant to the Issue would be in dematerialized form only for

all QIBs in the demat segment of the respective Stock Exchanges.

5. Our Company and the BRLM will not be responsible or liable for the delay in the credit of Equity Shares

due to errors in the Application Form or otherwise on the part of the QIBs.

For details of our Company Secretary and Compliance Officer, see the section titled “General Information” on

page 193

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PLACEMENT

Placement Agreement

The BRLM has entered into a placement agreement dated January 24, 2018 with our Company, pursuant to which

the BRLM has agreed to procure, on a reasonable efforts basis, QIBs to subscribe for Equity Shares to be issued

pursuant to the Issue, pursuant to Chapter VIII of the SEBI ICDR Regulations and applicable provisions of the

Companies Act and Rules made thereunder.

The Placement Agreement contains customary representations and warranties as well as indemnities from us and

is subject to certain conditions and termination provisions contained therein.

Applications will be made to list the Equity Shares and admit them to trading on the Stock Exchanges. No

assurance can be given as to the liquidity or sustainability of the trading market for the Equity Shares, the ability

of holders of the Equity Shares to sell their Equity Shares or the price at which holders of the Equity Shares will

be able to sell their Equity Shares.

The Equity Shares in this Issue have not been and will not be registered under the U.S. Securities Act, or any state

securities laws of the United States and unless so registered, may not be offered, sold or delivered within the

United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements

of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity Shares

are being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the

applicable laws of the jurisdictions where those offers and sales are made. The Equity Shares are transferable only

in accordance with the restrictions described under the sections “Distribution and Solicitation Restrictions” and

“Transfer Restrictions” on pages 153 and 159 respectively.

This Preliminary Placement Document has not been, and will not be, registered as a prospectus with the Registrar

of Companies in India and no Equity Shares will be offered in India or overseas to the public or any members of

the public in India or to any class of investors other than QIBs.

In connection with the Issue, the BRLM (or their affiliates) may, for their own accounts, enter into asset swaps,

credit derivatives or other derivative transactions relating to the Equity Shares at the same time as the offer and

sale of the Equity Shares, or in secondary market transactions. As a result of such transactions, the BRLM may

hold long or short positions in such Equity Shares. These transactions may comprise a substantial portion of the

Issue and no specific disclosure will be made of such positions. Affiliates of the BRLM may purchase Equity

Shares and be allocated Equity Shares.

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DISTRIBUTION AND SOLICITATION RESTRICTIONS

The distribution of this Preliminary Placement Document and the offer, sale or delivery of the Equity Shares is

restricted by law in certain jurisdictions. Persons who come into possession of this Preliminary Placement

Document or any other offering material relating to the Equity Shares are advised to take legal advice with regard

to any restrictions that may be applicable to them and to observe such restrictions. This Preliminary Placement

Document may not be used for the purpose of an offer or sale in any circumstances in which such offer or sale is

not authorized or permitted.

GENERAL

No action has been taken or will be taken that would permit a public offering of the Equity Shares to occur in any

jurisdiction, or the possession, circulation or distribution of this Preliminary Placement Document or any other

material relating to the Company or the Equity Shares in any jurisdiction where action for such purpose is required.

Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Preliminary

Placement Document nor any offering materials or advertisements in connection with the Equity Shares may be

distributed or published in or from any country or jurisdiction except under circumstances that will result in

compliance with any applicable rules and regulations of any such country or jurisdiction. The Issue will be made

in compliance with the applicable SEBI ICDR Regulations. Each purchaser of the Equity Shares in the Issue will

be required to make, or be deemed to have made, as applicable, the acknowledgments and agreements as described

under “Transfer Restrictions”.

India

This Preliminary Placement Document may not be distributed, directly or indirectly, in India or to residents of

India and any Equity Shares may not be offered or sold, directly or indirectly, in India to, or for the account or

benefit of, any resident of India except as permitted by applicable Indian laws and regulations, under which an

offer is strictly on a private and confidential basis and is limited to eligible QIBs. This Preliminary Placement

Document is neither a public issue nor a prospectus under the Companies Act or an advertisement and should not

be circulated to any person other than to whom the offer is made.

Australia

This Preliminary Placement Document and the offer of Equity Shares are only made available in Australia to

persons to whom a disclosure document is not required to be given under Chapter 6D of the Australian

Corporations Act 2001 (the “Australian Corporations Act”) and has not been and will not be lodged or registered

with the Australian Securities & Investments Commission or any other regulatory body or agency in Australia.

This Preliminary Placement Document is not a prospectus, product disclosure statement or any other form of

formal “disclosure document” for the purposes of the Australian Corporations Act and is not required to, and does

not, contain all the information which would be required in a disclosure document under the Australian

Corporations Act. (i) The offer of the Equity Shares under this Preliminary Placement Document is only made to

persons to whom it is lawful to offer the Equity Shares without a disclosure document such as a professional

investor or sophisticated investor for the purposes of Chapter 6D of the Australian Corporations Act; (ii) this

Preliminary Placement Document is made available in Australia to persons as set forth in clause (i) above; and

(iii) by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (ii) above

and agrees not to sell or offer for sale within Australia any Equity Shares sold to the offeree within 12 months

after their transfer to the offeree under this Preliminary Placement Document.

Cayman Islands

This Preliminary Placement Document does not constitute an invitation or offer to the public in the Cayman

Islands of the Equity Shares, whether by way of sale or subscription. The Equity Shares are not offered or sold,

and will not be offered or sold, directly or indirectly, to the public in the Cayman Islands.

Dubai International Financial Centre

This Preliminary Placement Document relates to an "exempt offer" in accordance with the Dubai Financial

Services Authority (“DFSA”) Rulebook Markets Module, and which is not subject to any form of regulation or

approval by the DFSA. The DFSA has no responsibility for reviewing or verifying this Preliminary Placement

Document or any other documents in connection with this offer. Accordingly, the DFSA has not approved this

Preliminary Placement Document or any other associated documents nor taken any steps to verify the information

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set out in this Preliminary Placement Document, and has no responsibility for it. The shares to which this

Preliminary Placement Document relates may be illiquid and/or subject to restrictions on their resale. Prospective

purchasers should conduct their own due diligence on the shares. If you do not understand the contents of this

document you should consult an authorised financial adviser. This Preliminary Placement Document may only be

provided to Professional Clients as defined in the DFSA Rulebook Conduct of Business Module (“COB Module”).

This offer is not directed at Retail Clients as defined in the COB Module.

European Economic Area

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive

(each, a “Relevant Member State”), the Book Running Lead Manager has represented and warranted that it has

not made and will not make an offer to the public of any Equity Shares which are the subject of the issue of Equity

Shares contemplated by this Preliminary Placement Document in that Relevant Member State, except that the

Equity Shares may be offered to the public in that Member State at any time under the following exemptions

under the Prospectus Directive, if they have been implemented in that Relevant Member State:

1. to any legal entity which is a qualified investor, as defined in the Prospectus Directive (as defined below);

2. to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive

or supplement a prospectus pursuant to Article 16 at the Prospectus Directive), subject to obtaining the prior

consent of the Book Running Lead Manager nominated by the Company for any such offer; or

3. at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that

no such offer of the Equity Shares shall result in a requirement for the publication by the Company or the

Book Running Lead Manager of a prospectus or the initial purchaser of a prospectus pursuant to Article 3 of

the Prospectus Directive and each person who initially acquires any Equity Shares or to whom any offer is

made will be deemed to have represented, acknowledged and agreed with the Book Running Lead Manager

and the Company that it is a qualified investor within the meaning of the law of the Relevant Member State

implementing Article 2(1)I of the Prospectus Directive or any measure implementing the Prospectus Directive

in any Relevant Member State.

For the purposes of this provision, the expression “an offer to the public” in relation to any securities in any

Relevant Member State means the communication in any form and by any means of sufficient information on the

terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities,

as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that

Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto,

including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and

includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD

Amending Directive” means Directive 2010/73/EU.

Hong Kong

This Preliminary Placement Document has not been approved by the Securities and Futures Commission in Hong

Kong and, accordingly, (i) the Equity Shares have not been offered or sold and will not be offered or sold in Hong

Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and

Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under that SFO; or (b) in other

circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding

up and Miscellaneous Provisions) Ordinance (Cap. 32) (the “CWUMPO”) of Hong Kong or which do not

constitute an offer to the public within the meaning of the CWUMPO; and (ii) the Book Running Lead Manager

has not issued or had in its possession for the purposes of the issue of Equity Shares whether in Hong Kong or

elsewhere any advertisement, invitation or document relating to the Equity Shares, which is directed at, or the

contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under

the securities laws of Hong Kong), other than with respect to Equity Shares which are or are intended to be

disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any

rules made under the SFO.

Japan

The Equity Shares have not been and will not be registered under the Financial Instruments and Exchange Law

of Japan (Act No. 25 of 1948, as amended; the “FIEA”) The Book Running Lead Manager has represented and

agreed that it will not offer or sell any Equity Shares, directly or indirectly, in Japan or to, or for the benefit of,

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any resident in Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade

Act (Act No. 228 of 1949, as amended)), or to others for reoffering or resale, directly or indirectly, in Japan or to,

or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of,

and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines

of Japan.

Korea

The Equity Shares have not been and will not be registered under the Financial Investment Business and Capital

Markets Act of Korea and none of the Equity Shares may be offered or sold, directly or indirectly, in Korea or to

any resident of Korea or to any persons for reoffering or resale, directly or indirectly, in Korea or to any resident

of Korea (as defined under the Foreign Exchange Transaction Act of Korea and its Enforcement Decree) except

pursuant to an exemption from the registration requirements of the Financial Investment Business and Capital

Markets Act of Korea available thereunder and/or in compliance with applicable laws and regulations of Korea.

Kuwait

This Preliminary Placement Document is not for general circulation to the public in Kuwait. The Equity Shares

have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant

Kuwaiti government agency. The offering of the Equity Shares in Kuwait on the basis a private placement or

public offering is, therefore, restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended).

No private or public offering of the Equity Shares is being made in Kuwait, and no agreement relating to the sale

of the Equity Shares will be concluded in Kuwait. No marketing or solicitation or inducement activities are being

used to offer or market the Equity Shares in Kuwait.

Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the Equity Shares

has been or will be registered with the Securities Commission of Malaysia pursuant to the Securities Commission

Act, 1993 as the offer for purchase of, or invitation to purchase the Equity Shares is meant to qualify as an

“excluded offer or excluded invitation” within the meaning of Section 38 of the Securities Commission Act, 1993.

Each Lead Manager has severally represented, warranted or agreed that the Equity Shares will not be offered,

sold, transferred or otherwise disposed, directly or indirectly, nor any document or other material in connection

therewith distributed, in Malaysia, other than to persons falling within any one of the categories or person specified

in Schedule 2 and/or Schedule 3 of the Securities Commission Act, 1993 who are also persons to whom any offer

or invitation to purchase or sell would be an excluded offer or invitation within the meaning of Section 38 of the

Securities Commission Act, 1993.

Mauritius

The Equity Shares are not being offered to the public in Mauritius and nothing in the Preliminary Placement

Document or any information contained herein may be treated as a prospectus for the purposes of the Securities

Act 2005 of Mauritius. The Mauritius Financial Services Commission (FSC) has neither reviewed nor approved

the Preliminary Placement Document and the Company does not hold any licence issued by the FSC. Accordingly,

the Preliminary Placement Document has not been registered with the FSC. Equity Shares are being offered by

way of private placement only to the person to whom such offer has been made.

Only persons licensed by the FSC as, investment dealers, investment advisers or investment bankers conducting

activities as an investment dealer or investment adviser may market and carry out any form of solicitation in

Mauritius in respect to the offer, distribution or sale of the Equity Shares. Where solicitation does not exist, a

licensee as distributors of financial products may distribute the Equity Shares. The Equity Shares may not be

offered, distributed or sold, directly or indirectly, in Mauritius, except as permitted by applicable Mauritius law,

including but not limited to Securities Act 2005 of Mauritius.

The Company has not been authorized (or recognized) and does not intend to seek authorization (or recognition)

with the FSC, and the FSC expresses no opinion as to the matters contained in the Preliminary Placement

Document and as to the merits of an investment in the Company. There is no statutory compensation scheme in

Mauritius in the event of the Company’s failure.

New Zealand

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This Preliminary Placement Document is not a prospectus. It has not been prepared or registered in accordance

with the Securities Act 1978 of New Zealand (the “New Zealand Securities Act”). This Preliminary Placement

Document is being distributed in New Zealand only to persons whose principal business is the investment of

money or who, in the course of and for the purposes of their business, habitually invest money, within the meaning

of section 3(2)(a)(ii) of the New Zealand Securities Act (“Habitual Investors”). By accepting this Preliminary

Placement Document, each investor represents and warrants that if they receive this Preliminary Placement

Document in New Zealand they are a Habitual Investor and they will not disclose this Preliminary Placement

Document to any person who is not also a Habitual Investor.

Oman

By receiving this Preliminary Placement Document, the person or entity to whom it has been issued understands,

acknowledges and agrees that this Preliminary Placement Document has not been approved by the Capital Market

Authority of Oman (the “CMA”) or any other regulatory body or authority in the Sultanate of Oman (“Oman”),

nor has the Book Running Lead Manager or any placement agent acting on its behalf received authorisation,

licensing or approval from the CMA or any other regulatory authority in Oman, to market, offer, sell, or distribute

interests in the Equity Shares within Oman.

No marketing, offering, selling or distribution of any interests in the Equity Shares has been or will be made from

within Oman and no subscription for any interests in the Equity Shares may or will be consummated within Oman.

Neither the Book Running Lead Manager nor any placement agent acting on its behalf is a company licensed by

the CMA to provide investment advisory, brokerage, or portfolio management services in Oman, nor a bank

licensed by the Central Bank of Oman to provide investment banking services in Oman. Neither the Book Running

Lead Manager nor any placement agent acting on its behalf advise persons or entities resident or based in Oman

as to the appropriateness of investing in or purchasing or selling securities or other financial products.

Nothing contained in this Preliminary Placement Document is intended to constitute Omani investment, legal,

tax, accounting or other professional advice. This Preliminary Placement Document is for your information only,

and nothing herein is intended to endorse or recommend a particular course of action. You should consult with an

appropriate professional for specific advice on the basis of your situation.

Qatar

This document does not, and is not intended to, constitute an invitation or an offer of securities in the State of

Qatar (including the Qatar Financial Centre) and accordingly should not be construed as such. The Equity Shares

have not been, and shall not be, offered, sold or delivered at any time, directly or indirectly, in the State of Qatar.

Any offering of the Equity Shares shall not constitute a public offer of securities in the State of Qatar.

By receiving this document, the person or entity to whom it has been provided to understands, acknowledges and

agrees that: (i) neither this Preliminary Placement Document nor the Equity Shares have been registered,

considered, authorized or approved by the Qatar Central Bank, the Qatar Financial Markets Authority, the Qatar

Financial Centre Regulatory Authority or any other authority or agency in the State of Qatar; (ii) neither the

Company nor persons representing the Company are authorized or licensed by the Qatar Central Bank, the Qatar

Financial Markets Authority, the Qatar Financial Centre Regulatory Authority, or any other authority or agency

in the State of Qatar, to market or sell the Equity Shares within the State of Qatar; (iii) this Preliminary Placement

Document may not be provided to any person other than the original recipient and is not for general circulation in

the State of Qatar; and (iv) no agreement relating to the sale of the Equity Shares shall be consummated within

the State of Qatar.

No marketing of the Equity Shares has been or will be made from within the State of Qatar and no subscription

to the Equity Shares may or will be consummated within the State of Qatar. Any applications to invest in the

Equity Shares shall be received from outside of Qatar. This document shall not form the basis of, or be relied on

in connection with, any contract in Qatar. Neither the Company nor persons representing the Company are, by

distributing this document, advising individuals resident in the State of Qatar as to the appropriateness of investing

in or purchasing or selling securities or other financial products. Nothing contained in this document is intended

to constitute investment, legal, tax, accounting or other professional advice in, or in respect of, the State of Qatar.

Saudi Arabia

Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a “Saudi Investor”) who acquires Equity

Shares pursuant to the Issue should note that the offer of Equity Shares is an offer to “Sophisticated Investors” (as

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defined in Article 11 of the “Offer of Securities Regulations” as issued by the Board of the Capital Market

Authority resolution number 2-11-2004 dated October 4, 2004 and amended by the Board of the Capital Market

Authority resolution number 1-28-2008 dated August 18, 2008 (the “KSA Regulations”)) for the purposes of

Article 9 of the KSA Regulations. The Book Running Lead Manager has represented, warranted and agreed that

the offer of the Equity Shares will only be directed at Sophisticated Investors.

The offer of Equity Shares shall not therefore constitute a “public offer” pursuant to the KSA Regulations, but is

subject to the restrictions on secondary market activity under Article 17 of the KSA Regulations. Any Saudi

Investor who has acquired Equity Shares as a Sophisticated Investor may not offer or sell those Equity Shares to

any person unless the offer or sale is made through an authorised person appropriately licensed by the Saudi

Arabian Capital Market Authority and (i) the Equity Shares are offered or sold to a Sophisticated Investor; (ii) the

price to be paid for the Equity Shares in any one transaction is equal to or exceeds Saudi Arabian Riyal 1 million

or an equivalent amount; or (iii) the offer or sale is otherwise in compliance with Article 17 of the KSA

Regulations.

Singapore

The Book Running Lead Manager has acknowledged that this Preliminary Placement Document has not been

registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Book Running Lead

Manager has represented and agreed that it has not offered or sold any Equity Shares issued pursuant to the Issue

or caused such Equity Shares to be made the subject of an invitation for subscription or purchase and will not

offer or sell such Equity Shares issued pursuant to the Issue or cause such Equity Shares to be made the subject

of an invitation for subscription or purchase, and have not circulated or distributed, nor will they circulate or

distribute, this Preliminary Placement Document or any other document or material in connection with the offer

or sale, or invitation for subscription or purchase, of such Equity Shares issued pursuant to the Issue, whether

directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the

Securities and Futures Act, Chapter 289 of Singapore (“SFA”), (ii) to a relevant person pursuant to Section 275(1),

or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the

SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of

the SFA.

Where the Equity Shares are subscribed or purchased under Section 275 by a relevant person which is:

a corporation (which is not an accredited investor) (as defined in Section 4A of the SFA) the sole business of

which is to hold investments and the entire share capital of which is owned by one or more individuals, each

of whom is an accredited investor; or

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each

beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1)

of the SFA) of that corporation to the beneficiaries’ rights and interest (howsoever described) in that trust shall

not be transferred within 6 months after that corporation or that trust has acquired the Equity Shares pursuant

to an offer made under Section 275 except:

to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of

the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the

SFA;

where no consideration is or will be given for the transfer;

where the transfer is by operation of law;

as specified in Section 276(7) of the SFA; or

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)

Regulations 2005 of Singapore.

United Arab Emirates (excluding the Dubai International Financial Centre)

This Preliminary Placement Document is not intended to constitute an offer, sale or delivery of shares or other

securities under the laws of the United Arab Emirates (the “UAE”). The Equity Shares have not been and will not

be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority

and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market,

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the Abu Dhabi Securities market or with any other UAE exchange. the Issue, the Equity Shares and interests

therein do not constitute a public offer of securities in the UAE in accordance with the Commercial Companies

Law, Federal Law No. 8 of 1984 (as amended) or otherwise. This Preliminary Placement Document is strictly

private and confidential and is being distributed to a limited number of investors and must not be provided to any

person other than the original recipient, and may not be reproduced or used for any other purpose. The interests

in the Equity Shares may not be offered or sold directly or indirectly to the public in the UAE.

By receiving this Preliminary Placement Document, the person or entity to whom this Preliminary Placement

Document has been issued understands, acknowledges and agrees that the Equity Shares have not been and will

not be offered, sold or publicly promoted or advertised in the Dubai International Financial Centre other than in

compliance with laws applicable in the Dubai International Financial Centre, governing the issue, offering or sale

of securities. The Dubai Financial Services Authority has not approved this Preliminary Placement Document nor

taken steps to verify the information set out in it, and has no responsibility for it.

United Kingdom

The Book Running Lead Manager has represented, warranted and undertaken that:

1. it has only communicated or caused to be communicated and will only communicate or cause to be

communicated in the United Kingdom any invitation or inducement to engage in investment activity (within

the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in

connection with the issue or sale of any Equity Shares in circumstances in which section 21(1) of FSMA does

not apply to the Company; and

2. it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it

in relation to the Equity Shares in, from or otherwise involving the United Kingdom.

United States of America

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or

any state securities laws in the United States and may not be offered, sold or delivered in the United States except

pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.

Securities Act and in accordance with any applicable state securities laws. The Equity Shares are being offered

and sold in the Issue only outside the United States in accordance with Regulation S in accordance with Regulation

S and the applicable laws of the jurisdictions where those offers and sales are made. To help ensure that the offer

and sale of the Equity Shares in the Issue was made in compliance with Regulation S, each purchaser of Equity

Shares in the Issue will be deemed to have made the representations, warranties, acknowledgements and

undertakings set forth in “Transfer Restrictions” on page 159.

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TRANSFER RESTRICTIONS

Due to the following restrictions, investors are advised to consult legal counsel prior to purchasing Equity Shares

or making any offer, resale, pledge or transfer of the Equity Shares.

Pursuant to Chapter VIII of the SEBI ICDR Regulations, successful Bidder are not permitted to sell the Equity

Shares Allotted pursuant to the Issue for a period of one year from the date of Allotment, except on the Stock

Exchanges. Additionally, purchasers are deemed to have represented, agreed and acknowledged as below with

respect to purchase and sale of Equity Shares.

The Equity Shares have not been and will not be registered under the U.S. Securities Act and may not be offered

or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and applicable United States state securities laws.

Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions

in reliance on Regulation S, under the U.S. Securities Act and applicable laws of the jurisdictions where those

offers and sales are made.

General

Subject to the foregoing, by accepting this Preliminary Placement Document and purchasing any Equity Shares

under the Issue, you are deemed to have represented, warranted, acknowledged and agreed with the Company and

the Book Running Lead Manager as follows:

you have received a copy of the Preliminary Placement Document and such other information as you

deem necessary to make an informed decision and that you are not relying on any other information or

the representation concerning the Company or the Equity Shares and neither the Company nor any other

person responsible for this document or any part of it or the Book Running Lead Manager will have any

liability for any such other information or representation;

you are authorised to consummate the purchase of the Equity Shares in compliance with all applicable

laws and regulations;

you will comply with all laws, regulations and restrictions (including the selling restrictions contained in

this Preliminary Placement Document) which may be applicable in your jurisdiction and you have

obtained or will obtain any consent, approval or authorization required for you to purchase and accept

delivery of the Equity Shares, and you acknowledge and agree that none of our Company, the Book

Running Lead Manager or any of their respective affiliates shall have any responsibility in this regard;

you acknowledge (or if you are a broker-dealer acting on behalf of a customer, your customer has

confirmed to you that such customer acknowledges) that such Equity Shares have not been and will not

be registered under the U.S. Securities Act, or with any securities regulatory authority of any state of the

United States, and are subject to restrictions on transfer;

you and the person, if any, for whose account or benefit you are acquiring the Equity Shares, were located

outside the United States at the time the buy order for the Equity Shares was originated and continue to

be located outside the United States and have not purchased the Equity Shares for the account or benefit

of any person in the United States or entered into any arrangement for the transfer of the Equity Shares

or any economic interest therein to any person in the United States;

you are not an affiliate (as defined in Rule 405 of the U.S. Securities Act) of our Company or a person

acting on behalf of such affiliate; and you are not in the business of buying and selling securities or, if

you are in such business, you did not acquire the Equity Shares from our Company or an affiliate (as

defined in Rule 405 of the U.S. Securities Act) thereof in the initial distribution of the Equity Shares;

you certify that either (A) you are, or at the time the Equity Shares are purchased will be, the beneficial

owner of the Equity Shares and are located outside the United States (within the meaning of Regulation

S) or (B) you are a broker-dealer acting on behalf of your customer and your customer has confirmed to

you that (i) such customer is, or at the time the Equity Shares are purchased will be, the beneficial owner

of the Equity Shares, and (ii) such customer is located outside the United States (within the meaning of

Regulation S);

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you are aware of the restrictions on the offer and sale of the Equity Shares pursuant to Regulation S

described in this Preliminary Placement Document and that neither the BSE nor the NSE is a “designated

offshore securities market” within the meaning of Regulation S of the U.S. Securities Act;

the Equity Shares have not been offered to you by means of any “directed selling efforts” as defined in

Regulation S; and

you acknowledge that our Company, the Book Running Lead Manager and their respective affiliates (as

defined in Rule 405 of the U.S. Securities Act), and others will rely upon the truth and accuracy of the

foregoing acknowledgements, representations and agreements and agrees that, if any of such

acknowledgements, representations and agreements deemed to have been made by virtue of its purchase

of the Equity Shares are no longer accurate, you will promptly notify our Company and the Book

Running Lead Manager, and if you are acquiring any of the Equity Shares as a fiduciary or agent for one

or more accounts, you represent that you have sole investment discretion with respect to each such

account and that you have full power to make the foregoing acknowledgements, representations and

agreements on behalf of such accounts.

you acknowledge that the Equity Shares have not been and will not be registered under the U.S. Securities

Act or the securities law of any state of the United States and warrant to our Company, the Book Running

Lead Manager and their respective affiliates that it will not offer, sell, pledge or otherwise transfer the

Equity Shares except in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S

or pursuant to any other available exemption from registration under the U.S. Securities Act and in

accordance with all applicable securities laws of the states of the United States and any other jurisdiction,

including India.

you represent and warrant to our Company, the Book Running Lead Manager and their respective

affiliates that if it acquired any of the Equity Shares as fiduciary or agent for one or more investor

accounts, it has sole investment discretion with respect to each such account and that it has full power to

make the foregoing acknowledgments, representations and agreements on behalf of each such account.

the Company, the Book Running Lead Manager, their respective affiliates and others will rely upon the

truth and accuracy of your representations, warranties, acknowledgements and undertakings set out in

this document, each of which is given to (a) the Book Running Lead Manager on its own behalf and on

behalf of the Company, and (b) to the Company, and each of which is irrevocable and, if any of such

representations, warranties, acknowledgements or undertakings deemed to have been made by virtue of

your purchase of the Equity Shares are no longer accurate, you will promptly notify the Company.

you and any accounts for which you are subscribing to the Equity Shares (i) are each able to bear the

economic risk of the investment in the Equity Shares, (ii) will not look to the Company or the Book

Running Lead Manager or their respective affiliates for all or part of any such loss or losses that may be

suffered, (iii) are able to sustain a complete loss on the investment in the Equity Shares, (iv) have no

need for liquidity with respect to the investment in the Equity Shares, and (v) have no reason to anticipate

any change in its or their circumstances, financial or otherwise, which may cause or require any sale or

distribution by it or them of all or any part of the Equity Shares. You acknowledge that an investment in

the Equity Shares involves a high degree of risk and that the Equity Shares are, therefore, a speculative

investment. You are seeking to subscribe to the Equity Shares in this Issue for your own investment and

not with a view to distribution;

you have been provided access to this Preliminary Placement Document which you have read in its

entirety;

you are aware of the restrictions of the offer, sale and resale of the Equity Shares pursuant to Regulation

S;

you agree to indemnify and hold the Company and the Book Running Lead Manager and their respective

affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and

expenses) arising out of or in connection with any breach of these representations and warranties. You

will not hold any of the Company or the Book Running Lead Manager and their respective affiliates

liable with respect to its investment in the Equity Shares. You agree that the indemnity set forth in this

paragraph shall survive the resale of the Equity Shares; and

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any resale or other transfer, or attempted resale or other transfer, of the Equity Shares made other than in

compliance with the above-stated restrictions will not be recognized by our Company

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INDIAN SECURITIES MARKET

The information in this section has been extracted from documents available on the website of SEBI and the Stock

Exchanges and has not been prepared or independently verified by our Company or the BRLM or any of their

respective affiliates or advisors.

India has a long history of organized securities trading. In 1875, the first stock exchange was established in

Mumbai.

Indian Stock Exchanges

Indian stock exchanges are regulated primarily by SEBI, as well as by the Government acting through the Ministry

of Finance, Capital Markets Division, under the SEBI Act, the SCRA and the SCRR as amended. On June 20,

2012, SEBI, in exercise of its powers under the SCRA and the SEBI Act notified the SCR (SECC) Regulations,

which regulate inter alia the recognition, ownership and internal governance of stock exchanges and clearing

corporations in India together with providing for minimum capitalisation requirements for stock exchanges. The

SCRA, the SCRR and the SCR (SECC) Regulations along with various rules, bye-laws and regulations of the

respective stock exchanges, regulate the recognition of stock exchanges, the qualifications for membership thereof

and the manner, in which contracts are entered into, settled and enforced between members of the stock exchanges.

The SEBI Act empowers SEBI to regulate the Indian securities markets, including stock exchanges and

intermediaries in the securities markets, promote and monitor self-regulatory organisations and prohibit fraudulent

and unfair trade practices. Regulations and guidelines concerning minimum disclosure requirements by public

companies, investor protection, insider trading, substantial acquisitions of shares and takeover of companies, buy-

backs of securities, employee stock option schemes, stockbrokers, merchant bankers, underwriters, mutual funds,

foreign institutional investors, foreign portfolio investors, credit rating agencies and other securities market

participants have been notified by the SEBI.

Most of the stock exchanges have their own governing board for self-regulation. The Stock Exchanges together

hold a dominant position among the stock exchanges in terms of the number of listed companies, market

capitalization and trading activity.

With effect from April 1, 2003, the stock exchanges in India operate on a trading day plus two, or T+2, rolling

settlement system. At the end of the T+2 period, obligations are settled with buyers of securities paying for and

receiving securities, while sellers transfer and receive payment for securities. For example, trades executed on a

Monday would typically be settled on a Wednesday. In order to contain the risk arising out of the transactions

entered into by the members of various stock exchanges either on their own account or on behalf of their customers,

the stock exchanges have designed risk management procedures, which include compulsory prescribed margins

on the individual broker members, based on their outstanding exposure in the market, as well as stock-specific

margins from the members.

Listing of Securities

The listing of securities on a recognised Indian stock exchange is regulated by the applicable Indian laws including

the Companies Act, the SCRA, the SCRR, the SEBI Act and various guidelines and regulations issued by the

SEBI and the SEBI Listing Regulations of the respective stock exchanges. The SCRA empowers the governing

body of each recognised stock exchange to suspend trading of or withdraw admission to dealings in the securities

of a listed company for a breach of or non-compliance with, any of the conditions or breach of company’s

obligations under the SEBI Listing Regulations or for any reason subject to the issuer receiving prior written

notice of the intent of the exchange and upon granting a hearing in the matter. SEBI also has the power to amend

the SEBI Listing Regulations and bye-laws of the stock exchanges in India, to overrule a stock exchange’s

governing body and withdraw recognition of a recognized stock exchange.

SEBI has notified the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 in

relation to the voluntary and compulsory delisting of equity shares from the stock exchanges. In addition, certain

amendments to the SCRR have also been notified in relation to delisting.

Pursuant to an amendment dated June 4, 2010 to the SCRR, all listed companies (except public sector companies)

are required to maintain a minimum public shareholding of at least 25 %. Any listed company which had public

shareholding of less than 25% at the time of commencement of the amendment dated June 4, 2010 to the SCRR

was required to increase its public shareholding to at least 25 % within a period of three years from the date of

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such commencement. The SCRR also provides that if the public shareholding in a listed company falls below 25

% at any time, such company is required to bring the public shareholding to 25% within a maximum period of 12

months from the date of such fall in the manner prescribed by the SEBI. Consequently, a listed company may be

delisted from the stock exchanges for not complying with the minimum public shareholding requirement. Our

Company is in compliance with this minimum public shareholding requirement.

Disclosures under the Companies Act, 2013 and SEBI Listing Regulations

Public limited companies are required under the Companies Act and the SEBI Listing Regulations to prepare, file

with the registrar of companies and circulate to their shareholders audited annual accounts which comply with the

disclosure requirements and regulations governing their manner of presentation and which include sections relating

to corporate governance under the Companies Act, related party transactions and management’s discussion and

analysis as required under the SEBI Listing Regulations. In addition, a listed company is subject to continuing

disclosure requirements pursuant to the terms of the SEBI Listing Regulations.

Index-Based Market-Wide Circuit Breaker System

In order to restrict abnormal price volatility in any particular stock, the SEBI has instructed stock exchanges to

apply daily circuit breakers which do not allow transactions beyond a certain level of price volatility. The index

based market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the index

movement, at 10%, 15% and 20%. These circuit breakers, when triggered, bring about a co-ordinated trading halt

in all equity and equity derivative markets nationwide. The market-wide circuit breakers are triggered

bymovement of either the SENSEX of the BSE or the S&P CNX NIFTY of the NSE, whichever is breached

earlier. With effect from October 1, 2013, the Stock Exchanges, shall on a daily basis translate the 10 %, 15 %

and 20 % circuit breaker limits of market wide index variation based on the previous days’ closing level of the

index.

In addition to the market-wide index-based circuit breakers, there are currently in place individual scrip-wise price

bands of 20 % movements either up or down for all scrips in the compulsory rolling settlement. However, no price

bands are applicable on scrips on which derivative products are available or scrips included in indices on which

derivative products are available.

The Stock Exchanges in India have the power to suspend trading during periods of market volatility. Margin

requirements are imposed by stock exchanges that are required to be maintained by the stockbrokers.

BSE

BSE was established in 1875 and is the oldest stock exchange in India. In 1956, it became the first stock exchange

in India to obtain permanent recognition from the Government under the SCRA. It has evolved over the years into

its present status as one of the premier stock exchanges of India. Pursuant to the BSE (Corporatisation and

Demutualisation) Scheme 2005 of the SEBI, with effect from August 19, 2005, the BSE was incorporated and is

now a company under the Companies Act.

NSE

NSE was established by financial institutions and banks to serve as a national exchange and to provide nationwide

online satellite-linked screen-based trading facilities with market-makers and electronic clearing and settlement

for securities including government securities, debentures, public sector bonds and units. The NSE was recognised

as a stock exchange under the SCRA in April 1993 and commenced operations in the wholesale debt market

segment in June 1994.

Stock Market Indices

There are several indices of stock prices on NSE, which include the S&P CNX Nifty, CNX Nifty Junior, S&P

CNX Defty, S&P CNX 500, CNX Midcap and CNX100. S&P CNX Nifty is a diversified 50 stock index

accounting for various sectors of the economy. It is used for a variety of purposes such as benchmarking fund

portfolios, index based derivatives and index funds. S&P CNX Nifty is owned and managed by India Index

Services and Products Limited (IISL), which is a joint venture between the NSE and CRISIL.

The two indices which are generally used in tracking the aggregate price movements on BSE are the Sensex and

the BSE 100 Index. The BSE Sensitive Index, or the Sensex, consists of listed shares of 30 large market

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capitalization companies. The companies are selected on the basis of market capitalization, liquidity and industry

representation. The Sensex was first compiled in 1986 with the fiscal year ended March 31, 1979. The BSE 100

Index (formerly the BSE National Index) contains listed shares of 100 companies, including the 30 in the Sensex,

with 1983-1984 as the base year.

Trading Hours

Trading on both the NSE and the BSE occurs from Monday to Friday, between 9:15 a.m. and 3:30 p.m. IST

(excluding the 15 minutes pre-open session from 9:00 a.m. to 9:15 a.m. that has been introduced recently). The

BSE and the NSE are closed on public holidays. The recognised stock exchanges have been permitted to set their

own trading hours (in the cash and derivatives segments) subject to the condition that (i) the trading hours are

between 9.00 a.m. and 5.00 p.m.; and (ii) the stock exchange has in place a risk management system and

infrastructure commensurate to the trading hours

Trading Procedure

In order to facilitate smooth transactions, the BSE replaced its open outcry system with the BSE Online Trading

(BOLT) facility in 1995. This totally automated screen based trading in securities was put into practice nation-

wide. This has enhanced transparency in dealings and has assisted considerably in smoothening settlement cycles

and improving efficiency in back-office work.

NSE has introduced a fully automated trading system called National Exchange for Automated Trading (NEAT),

which operates on strict time/price priority besides enabling efficient trade. NEAT has provided depth in the market

by enabling large number of members all over India to trade simultaneously, narrowing the spreads.

Internet-based Securities Trading and Services

Internet trading takes place through order routing systems, which route customer orders to exchange trading

systems for execution. Stockbrokers interested in providing this service are required to apply for permission to the

relevant stock exchange and also have to comply with certain minimum conditions stipulated by SEBI. The NSE

became the first exchange to grant approval to its members for providing internet-based trading services. Internet

trading is possible on both the “equities” as well as the “derivatives” segments of the NSE.

Takeover Code

Disclosure and mandatory bid obligations for listed Indian companies under Indian law are governed by

theTakeover Code, as amended, which provides specific regulations in relation to substantial acquisition of shares

and takeover. Once the equity shares of a company are listed on a stock exchange in India, the provisions of the

Takeover Code will apply to any acquisition of our Company’s shares/voting rights/control. The Takeover Code

prescribes certain thresholds or trigger points in the shareholding a person or entity has in the listed Indian

company, which give rise to certain obligations on part of the acquirer. Acquisitions up to a certain threshold

prescribed under the Takeover Code mandate specific disclosure requirements, while acquisitions crossing

particular thresholds may result in the acquirer having to make an open offer of the shares of the target company.

The Takeover Code also provides for the possibility of indirect acquisitions, imposing specific obligations on the

acquirer in case of such indirect acquisition.

Prohibition of Insider Trading Regulations

The SEBI Prohibition of Insider Trading Regulations have been notified by SEBI to prohibit and penalize insider

trading in India. An insider is, among other things, prohibited from dealing in the securities of a listed company

when in possession of unpublished price sensitive information. The definition of "insider" includes any person

who is a connected person or in possession of or having access to unpublished price sensitive information. As per

SEBI Prohibition of Insider Trading Regulations, a connected person is one who has a connection with the

company that is expected to put him in possession of unpublished price sensitive information. Immediate relatives

and other categories of persons specified above are also presumed to be connected persons but such a presumption

is a deeming legal fiction and is rebuttable. This definition is also intended to bring into its ambit persons who

may not seemingly occupy any position in a company but are in regular touch with the company and its officers

and are involved in the know of the company’s operations. Since “generally available information” is defined, it

is intended that anyone in possession of or having access to unpublished price sensitive information should be

considered an “insider” regardless of how one came in possession of or had access to such information. The onus

of showing that a certain person was in possession of or had access to unpublished price sensitive information at

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the time of trading would, therefore, be on the person levelling the charge after which the person who has traded

when in possession of or having access to unpublished price sensitive information may demonstrate that he was

not in such possession or that he has not traded or he could not access or that his trading when in possession of

such information was squarely covered by the exonerating circumstances. The board of directors, however, would

cause public disclosures of such unpublished price sensitive information well before the proposed transaction to

rule out any information asymmetry in the market.

The SEBI Prohibition of Insider Trading Regulations are primarily aimed at preventing abuse by trading when in

possession of unpublished price sensitive information and therefore, what matters is whether the person who takes

trading decisions is in possession of such information rather than whether the person who has title to the trades is

in such possession. Every person on appointment as a key managerial personnel or a director of the company or

upon becoming a promoter shall disclose his holding of securities of the company as on the date of appointment

or becoming a promoter, to the company within seven days of such appointment or becoming a promoter. Every

promoter, employee and director of every company shall disclose to the company the number of such securities

acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether

in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ₹

10 lakh or such other value as may be specified. Further, every company shall notify the particulars of such trading

to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from

becoming aware of such information. The board of directors of every company, whose securities are listed on a

stock exchange, shall formulate and publish on its official website, a code of practices and procedures for fair

disclosure of unpublished price sensitive information. The board of directors of every listed company and market

intermediary shall formulate a code of conduct to regulate, monitor and report trading by its employees and other

connected persons towards achieving compliance with these regulations.

Depositories

In August 1996, the Indian Parliament enacted the Depositories Act 1996 which provides a legal framework for

the establishment of depositories to record ownership details and effect transfers in electronic book-entry form.

SEBI framed regulations in relation to the formation and registration of such depositories, the registration of

participants and the rights and obligations of the depositories, participants, companies and beneficial owners. The

depository system has significantly improved the operation of the Indian securities markets.

Derivatives (Futures and Options)

Trading in derivatives is governed by SCRA, SCRR and SEBI Act. SCRA was amended in February 2000 and

derivatives contracts were included within the term “securities”, as defined by SCRA. Trading in derivatives in

India takes place either on separate and independent derivatives exchanges or on a separate segment of an existing

stock exchange. The derivatives exchange or derivatives segment of a stock exchange functions as a self-

regulatory organisation under the supervision of the SEBI.

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DESCRIPTION OF THE EQUITY SHARES

Set forth below is certain information relating to our share capital, including a brief summary of some of the

provisions of the Memorandum and Articles of Association, the Act and certain related laws of India.

General

Our authorized capital is ₹ 7,500 lakhs divided into 300,000,000 Equity Shares of ₹ 1 each and 450 lakh preference

shares of ₹10 each. As of the date of this Preliminary Placement Document, 15,51,83,160 Equity Shares of ₹ 1

each were issued; 1551,57,900 Equity Shares of ₹ 1 each were paid up and outstanding.

Dividend

Under the Companies Act, 2013, unless the board recommends the payment of a dividend, the shareholders at a

general meeting have no power to declare any dividend. Subject to certain conditions specified in the Companies

Act, 2013, no dividend can be declared or paid by our Company for any financial year except out of the profits of

our Company for that year determined in accordance with the provisions of the Companies Act, 2013 or out of

the undistributed profits of previous Fiscal Years or out of both, arrived at in accordance with the provisions of

the Companies Act, 2013, or out of money provided by the Central Government or a state Government for

payment of dividend by our Company in pursuance of a guarantee given by that government. Pursuant to

Regulation 43 of the SEBI Listing Regulations, listed companies are required to declare and disclose their

dividends on per share basis only. The dividend recommended by the Board and approved by the shareholders at

a general meeting is distributed and paid to shareholders in proportion to the paid-up value of their equity shares

as at the record date for which such dividend is payable. In addition, the Board may declare and pay interim

dividends. Under the Companies Act, 2013, dividends can only be paid in cash to shareholders listed on the

register of shareholders on the date which is specified as the “record date” or “book closure date”. No shareholder

is entitled to a dividend while unpaid calls on any of his equity shares are outstanding. Dividends must be paid

within 30 days from the date of the declaration and any dividend that remains unpaid or unclaimed after that

period must be transferred within seven days to a special unpaid dividend account held at a scheduled bank. Any

money that remains unpaid or unclaimed for seven years from the date of such transfer must be transferred by our

Company to the Investor Education and Protection Fund established by the Government.

Our Company may, before the declaration of any dividend in any financial year, transfer such percentage of its

profits for that financial year as it may consider appropriate to the reserves of our Company. The Companies Act,

2013 and the Companies (Declaration of Dividend) Rules, 2014, provide that if the profit for a year is insufficient,

the dividend for that year may be declared out of free reserves, subject to certain conditions prescribed under those

legislations.

Capitalization of Reserves and Issue of Bonus Shares

Under the Companies Act, 2013, the board of directors of a company may, if so approved by the shareholders in

a general meeting, capitalise and distribute the profits or reserves of such company among its shareholders. The

Companies Act, 2013 permits the issue of fully paid up bonus shares from its free reserves, shares premium

account or capital redemption reserve account, provided that bonus shares shall not be issued by capitalising

reserves created by revaluation of assets. These bonus equity shares must be distributed to shareholders in

proportion to the number of equity shares owned by them as recommended by the board of directors of such

company.

Any issue of bonus shares by a listed company would be subject to the SEBI Regulations. The relevant SEBI

Regulations prescribe that no company shall make a bonus issue of equity shares if it has outstanding fully or

partly convertible debt instruments at the time of making the bonus issue, unless it has made reservation of the

equity shares in the same class in favour of the holders of the outstanding convertible debt instruments in

proportion to the convertible part thereof and the equity shares reserved for the holders of fully or partly

convertible debt instruments shall be issued at the time of conversion of such convertible debt instruments on the

same terms or same proportion on which the bonds were issued. Further, for issuance of such bonus shares, a

company should not have defaulted in the payment of interest or principal in respect of fixed deposits and interest

on existing debentures or principal on redemption of such debentures. The declaration of bonus shares in lieu of

a dividend cannot be made. The bonus issue shall be made out of free reserves built out of genuine profits or share

premium collected in cash only. The reserves created by revaluation of fixed assets cannot be capitalised. Further,

a company should have sufficient reason to believe that it has not defaulted in respect of the payment of statutory

dues of the employees, such as contributions to provident funds, gratuities and/or bonuses.

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Our Company in a General Meeting may resolve that any moneys, investments or other assets forming part of the

undivided profits of our Company standing to the credit of the Reserve Fund, or any Capital Redemption Reserve

Account, or in the hands of our Company and available for dividend (or representing premium received on the

issue of shares and standing to the credit of the Shares Premium Account) be capitalized and distributed among

such of the shareholders 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 or any part of such capitalized

fund be applied on behalf of such shareholders in paying up in full either at par or at such premium as the resolution

may provide, any unissued shares or debentures or debenture-stock of our Company which shall be distributed

accordingly or in or towards payment of the uncalled liability on any issued shares or debentures or debenture-

stock and that such distribution or payment shall be accepted by such shareholders in full satisfaction of their

interest in the said capitalized sum, provided that a Share Premium Account and a Capital Redemption Reserve

Account may only be applied in the paying of any unissued shares to be issued to members of our Company as

fully paid bonus shares.

Pre-emptive Rights and Alteration of Share Capital

Subject to the provisions of the Companies Act, 2013, our Company can increase its share capital by issuing new

equity shares. Such new equity shares must be offered to existing shareholders registered on the record date in

proportion to the amount paid-up on those equity shares at that date. The offer shall be made by notice specifying

the number of equity shares offered and the date (being not less than fifteen days and not exceeding thirty days

from the date of the offer) within which the offer, if not accepted, will be deemed to have been declined. After

such date the Board may dispose of the equity shares offered in respect of which no acceptance has been received,

in such manner as they think is not disadvantageous to the shareholders and our Company. The offer is deemed

to include a right exercisable by the person concerned to renounce the shares in favor of any other person provided

that the person in whose favor such shares have been renounced is approved by the Board in their absolute

discretion.

However, under the provisions of the Companies Act, 2013 and the Companies (Share Capital and Debentures)

Rules, 2014, new shares may be offered to any persons, whether or not those persons include existing shareholders

or employees to whom shares are allotted under a scheme of employees stock options, either for cash or for

consideration other than cash, if a special resolution to that effect is passed by the shareholders of our Company

in a general meeting. The issue of the Equity Shares pursuant to the Issue has been approved by a special resolution

of our Company’s shareholders and such shareholders have waived their pre-emptive rights with respect to such

Equity Shares.

Our Company’s issued share capital may, among other things, be increased by the exercise of warrants attached

to any of our Company’s securities entitling the holder to subscribe for shares. The Articles of Association provide

that our Company may consolidate or sub-divide our Company’s share capital or cancel equity shares which have

not been taken up by any person and diminish the amount of its share capital by the amount of the Shares so

cancelled. Our Company can also alter its share capital by way of a reduction of capital, in accordance with the

Companies Act, 2013.

General Meetings of Shareholders

Our Company must hold its annual general meeting each year within 15 months of the previous annual general

meeting and within six months after the end of each accounting year. The RoC may extend this period in special

circumstances at our Company’s request. The Board may convene an extraordinary general meeting of

shareholders when necessary and shall convene such a meeting at the request of a shareholder or shareholders

holding in the aggregate not less than 10% of our Company’s issued paid-up capital.

Written notice convening a meeting setting out the date and place of the meeting and its agenda must be given to

members at least 21 days prior to the date of the proposed meeting and where any special business is to be

transacted at the meeting, an explanatory statement shall be annexed to the notice as required under the Companies

Act, 2013. A general meeting may be called after giving shorter notice if consent is received, in writing or by

electronic mode, from shareholders holding not less than 95% of our Company’s paid-up capital.

A listed company intending to pass a resolution relating to matters such as, but not limited to, an amendment in

the objects clause of the memorandum of association, a buy-back of shares under the Companies Act, 2013, the

giving of loans or extending a guarantee in excess of limits prescribed under the Companies Act, 2013 is required

to pass the resolution by means of a postal ballot instead of transacting the business in the general meeting of our

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Company. A notice to all the shareholders must be sent along with a draft resolution explaining the reasons thereof

and requesting them to send their assent or dissent in writing on a postal ballot within a period of thirty days from

the date of such notice. Shareholders may exercise their right to vote at general meetings or through postal ballot

by voting through e-voting facilities in accordance with the circular dated April 17, 2014 issued by the SEBI and

the Companies Act, 2013. Under the Companies Act, 2013, unless, the Articles of Association provide for a larger

number: (i) five shareholders present in person, if the number of shareholders as on the date of meeting is not

more than 1,000; (ii) 15 shareholders present in person, if the number of shareholders as on the date of the meeting

is more than 1,000 but up to 5,000; and (iii) 30 shareholders present in person, if the number of shareholders as

on the date of meeting exceeds 5,000, shall constitute a quorum for a general meeting of our Company. The

quorum requirements applicable to shareholder meetings under the Companies Act, 2013 have to be physically

complied with.

Voting Rights

At a general meeting upon a show of hands, every member holding shares and entitled to vote and present in

person has one vote. Upon a poll, the voting rights of each member entitled to vote and present in person or by

proxy is in the same proportion to such member’s share of the paid-up equity capital of our Company.

Pursuant to Section 110 and other applicable provisions, if any, of the Act read with Rule 22 of the Companies

(Management and Administration) Rules, 2014 and the Companies (Management and Administration)

Amendment Rules, 2015 (including any statutory modifications, amendments or re-enactments thereof for the

time being in force), certain items of business to be transacted by certain specified companies require approval of

members sought only by means of a postal ballot.

Ordinary resolutions may be passed by simple majority of those present and voting. Special resolutions require

that the votes cast in favor of the resolution must be at least three times the votes cast against the resolution. The

Companies Act, 2013 provides that to amend the Articles of Association of a company, a special resolution is

required to be passed in a general meeting.

A member may exercise his vote at a meeting by electronic means in accordance with the Act read with and

Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, and shall vote only once. A member may exercise his voting rights by proxy to be given in the

form required by the Articles of Association. The instrument appointing a proxy is required to be lodged with us

not later than 48 hours before the time of the meeting. A member may, by a single power of attorney, grant a

general power of representation regarding several general meetings of members. Any member may appoint a

proxy. A corporate member is also entitled to nominate a representative to attend and vote on its behalf at general

meetings. A proxy may not vote except on a poll and does not have a right to speak at meetings. A member which

is a legal entity may appoint an authorized representative who can vote in all respects as if a member both on a

show of hands and a poll.

The Companies Act, 2013 allows our Company to issue shares with differential rights as to dividend, voting or

otherwise, subject to certain conditions. In this regard, the law requires that for a company to issue shares with

differential voting rights, the company must have, inter alia, had distributable profits in terms of the Companies

Act, 2013 for the last three financial years and it must not have defaulted in filing annual accounts and annual

returns for the immediately preceding three financial years.

Register of Members and Record Dates

Our Company is obliged to maintain a register and index of members in terms of the Companies Act, 2013. Our

Companyis entitled to keep in any State or country outside India a branch register of members resident in that

State or country. Our Company recognizes as members only those persons whose names appear on the register of

members and cannot recognize any person holding any share or part of it upon any express, implied or constructive

trust, except as permitted by law. In the case of shares held in physical form, transfers of shares are registered in

the register of members upon lodgment of the share transfer form duly complete in all respects accompanied by a

share certificate or, if there is no certificate, the letter of allotment in respect of shares transferred together with

duly stamped transfer forms. In respect of electronic transfers, the depository transfers shares by entering the name

of the purchaser in its books as the beneficial owner of the shares. In turn, the name of the depository is entered

into our Company’s records as the registered owner of the shares. The beneficial owner is entitled to all the rights

and benefits as well as the liabilities with respect to the shares held by a depository.

The Register may be closed for any period not exceeding 45 days in each year but not exceeding 30 days at any

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one time, as the Board may deem expedient in accordance with the provisions of the Companies Act, 2013. Under

Regulation 42 of the SEBI Listing Regulations, our Company may, upon at least seven working days’ advance

notice to such stock exchanges, set a record date and/or close the register of members in order to ascertain the

identity of shareholders. The trading of shares and the delivery of certificates in respect thereof may continue

while the register of shareholders is closed.

Under the Companies Act, 2013, our Company is also required to maintain a register of debenture holders and a

register of any other security holders.

Annual Report and Financial Results

The annual report must be presented at the annual general meeting. The report includes financial information, a

corporate governance section and management’s discussion and analysis and is sent to our Company’s

shareholders.

Under the Companies Act, 2013, our Company must file its balance sheet and profit and loss account with the

Registrar of Companies within thirty days from the date of the annual general meeting. The Companies Act, 2013

also requires listed companies to place their financial statements, including consolidated financial statements, if

any, and all other documents required to be attached thereto, on their website. As required under the SEBI Listing

Regulations, copies are required to be simultaneously sent to the Stock Exchanges on which the shares are listed.

Our Company must also publish its financial results in at least one English language daily newspaper circulating

in the whole or substantially the whole of India and also in a daily newspaper published in the language of the

region of the Registered Office (i.e. Marathi).

Transfer of Equity Shares

Shares held through depositories are transferred in the form of book entries or in electronic form in accordance

with applicable SEBI ICDR Regulations. These regulations provide the regime for the functioning of the

depositories and their participants and set out the manner in which the records are to be kept and maintained and

the safeguards to be followed in this system. Transfers of beneficial ownerships of shares held through a

depository are exempt from stamp duty.

The SEBI requires that for trading and settlement purposes shares should be in book-entry form for all investors,

except for transactions that are not made on a stock exchange and transactions that are not required to be reported

to the stock exchange.

The securities of our Company are freely transferable, subject to the provisions of the Companies Act, 2013. If a

public company without sufficient cause refuses to register a transfer of shares within thirty days from the date on

which the instrument of transfer or intimation of transmission, as the case may be, is delivered to our Company,

the transferee may appeal to the National Company Law Tribunal seeking to register the transfer.

Pursuant to Regulation 40 of the SEBI Listing Regulations, in the event that a transfer of shares is not effected

within 15 days or where our Company has failed to communicate to the transferee any valid objection to the

transfer within the stipulated time period of 15 days, our Company is required to compensate the aggrieved party

for the opportunity loss caused by the delay.

A transfer may also be by transmission. Subject to the provisions of the Articles of Association, any person

becoming entitled to shares in consequence of the death or insolvency of any member may, upon producing such

evidence as may from time to time properly be required by the Board, be registered as a member in respect of

such shares, or may, subject to the regulations as to transfer contained in the Articles of Association, transfer such

shares. The Articles of Association provide that our Company shall charge no fee for registration of transfer,

transmission, probate, succession certificate and letters of administration, certificate of death or marriage, power

of attorney or other similar document. No shares shall in any circumstances be transferred to any minor, insolvent

or person of unsound mind.

Acquisition by us of our own Equity Shares

A company is prohibited from acquiring its own shares unless the consequent reduction of capital is effected by

an approval of at least 75% of its shareholders, voting on it in accordance with the Companies Act, 2013 and

sanctioned by the High Court of competent jurisdiction (or the National Company Law Tribunal once it is

notified). Subject to certain conditions, a company is prohibited from giving, whether directly or indirectly and

whether by means of loan, guarantee, and provision of security or otherwise, any financial assistance for the

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purpose of or in connection with a purchase or subscription made or to be made by any person for any shares in

our Company or its holding company. However, pursuant to the Companies Act, 2013, a company has been

empowered to purchase its own shares or other specified securities out of its free reserves, the securities premium

account or the proceeds of any fresh issue of shares or other specified securities (other than the kind of shares or

other specified securities proposed to be bought back) subject to certain conditions, including:

the buy-back should be authorized by the Articles of Association of our Company;

a special resolution has been passed at a general meeting authorizing the buy-back (in the case of listed

companies, by means of a postal ballot);

the buy-back is limited to 25% or less of the aggregate of the total paid-up capital and free reserves;

the debt owed by our Company is not more than twice the paid up capital and free reserves after such buy-

back; and

the buy-back is in accordance with the Securities and Exchange Board of India (Buy-Back of Securities)

Regulations 1998, as amended.

A board resolution will constitute sufficient corporate authorization for a buy-back that is for less than 10% of the

total paid-up equity capital and free reserves of our Company. A company buying back its securities is required

to extinguish and physically destroy the securities so bought back within seven days of the last date of completion

of the buy-back. Further, a company buying back its securities is not permitted to buy back any securities for a

period of one year from the buy-back or to issue the same kind of shares or specified securities for six months

subject to certain limited exceptions.

A company is also prohibited from purchasing its own shares or specified securities through any subsidiaries

company including its own subsidiary companies or through any investment company. Further, a company is

prohibited from purchasing its own shares or specified securities, if our Company is in default in the repayment

of deposit or interest, in the redemption of debentures or preference shares, in payment of dividend to a

shareholder, in repayment of any term loan or interest payable thereon to any financial institution or bank or in

the event of non-compliance with certain other provisions of the Companies Act, 2013.

Liquidation Rights

Subject to the rights of creditors, of employees and of the holders of any other shares entitled by their terms of

issue to preferential repayment over the shares, in the event of winding up of our Company, the holders of the

Equity Shares are entitled to be repaid the amounts of capital paid-up or credited as paid-up on such shares. All

surplus assets after payments due to employees, the holders of any preference shares and other creditors belong

to the holders of the Equity Shares in proportion to the amount paid-up or credited as paid-up on such shares,

respectively at the commencement of the winding-up.

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TAXATION

The information provided below sets out the possible tax benefits available to the shareholders in a summary

manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership

and disposal of equity shares under the current tax laws presently in force in India. Several of these benefits are

dependent on us or our shareholders fulfilling conditions prescribed under relevant tax laws. We may not choose

to fulfill such conditions. This information is not exhaustive or comprehensive and is not intended to be a substitute

for professional advice. Investors are advised to consult their own tax consultant with respect to the tax

implications of an investment in the Equity Shares. Investors should note that a draft of the Direct Tax Code Bill

has been placed before the Indian Parliament. If that law comes into effect, there could be an impact on the tax

provisions mentioned below.

To,

The Board of Directors

ITD Cementation India Limited

National Plastic Building,

A-Subhash Road, Paranjape,

B-Scheme, Vile Parle (East),

Mumbai – 400 057

Sub: Proposed Qualified Institutions Placement of equity shares of face value of ₹ 1 each (the

“Offering”) of ITD Cementation India Limited (the “Issuer”) in accordance with the Securities

and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009,

as amended (“SEBI ICDR Regulations”) the Companies Act, 2013 (“the Act”), as amended, to

investors in India and outside the United States of America in reliance on Regulation S of the

United States Securities Act of 1933, as amended (the “Securities Act”).

1. This report is issued in accordance with the terms of our engagement letter dated 12 January 2018.

2. The Statement of Tax Benefits available to the Issuer and its Shareholders (hereinafter referred to as “the

Statement”) under the Income Tax Act, 1961 (read with Income Tax Rules, circulars, notifications) as

amended by the Finance Act, 2017 (hereinafter collectively referred to as the “Income Tax Regulations”) has

been prepared by the management of the Issuer in connection with the Offering, which we have initialed for

identification purposes.

Management’s Responsibility

3. The preparation of this Statement as of the date of our report which is to be included in the Preliminary

Placement Document and Placement Document relating to the Offering is the responsibility of the management

of the Issuer and has been approved by the Executive Committee of the Board of Directors, namely the QIP

Committee of Directors, of the Issuer at its meeting held on 24 January 2018 for the purpose set out in

paragraph 9 below. The management’s responsibility includes designing, implementing and maintaining

internal control relevant to the preparation and presentation of the Statement, and applying an appropriate basis

of preparation; and making estimates that are reasonable in the circumstances. The Management is also

responsible for identifying and ensuring that the Issuer complies with the laws and regulations applicable to

its activities.

Auditor’s Responsibility

4. Our work has been carried out in accordance with Standards on Auditing, as per the ‘Guidance Note on Audit

Reports or Certificates for Special Purposes’ (Revised 2016) and other applicable authoritative

pronouncements issued by the Institute of Chartered Accountants of India. Our work has not been carried out

in accordance with the auditing standards generally accepted in the United States of America (“U.S.”),

standards of the US Public Company Accounting Oversight Board and accordingly should not be relied upon

by any one as if it had been carried out in accordance with those standards or any other standards besides the

standards referred to in this report

5. Pursuant to the SEBI ICDR Regulations and the Act, it is our responsibility to report whether the Statement

prepared by the Issuer, presents, in all material respects, the possible special tax benefits available as of 21

January 2018 to the Issuer and the shareholders of the Issuer, in accordance with the Income Tax Regulations

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as at the date of our report.

6. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance

with the Act and the SEBI ICDR Regulations in connection with the Offering.

Inherent Limitations

7. We draw attention to the fact that the Statement includes certain inherent limitations that can influence the

reliability of the information.

Several of the benefits mentioned in the Statement are dependent on the Issuer or its shareholders fulfilling

the conditions prescribed under the relevant provisions of the tax laws. Hence, the ability of the Issuer or its

shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which may or may not be

fulfilled. The benefits discussed in the Statement are not exhaustive.

The Statement is only intended to provide general information to the investors and is neither designed nor

intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences

and the changing tax laws, 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.

Further, we give no assurance that the Revenue authorities/ Courts will concur with our views expressed

herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change

from time to time. We do not assume responsibility to update the views consequent to such changes.

Opinion

8. In our opinion, the Statement prepared by the Issuer presents, in all material respects, the possible special tax

benefits available as of 21 January 2018, to the Issuer and the shareholders of the Issuer, in accordance with

the Income Tax Regulations as at the date of our report.

Considering the matter referred to in paragraph 7 above, we are unable to express any opinion or provide any

assurance as to whether:

(i) the Issuer or its shareholders will continue to obtain the benefits per the Statement in future; or

(ii) the conditions prescribed for availing the benefits per the Statement have been/ would be met with.

Restriction on Use

9. This report is addressed to and is provided to enable the Board of Directors of the Issuer to include this report

in the Preliminary Placement Document and Placement Document, prepared in connection with the Offering

to be filed by the Issuer with the SEBI and the concerned stock exchanges and is not to be used, circulated,

quoted or otherwise referred to for any other purpose without our prior written consent.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm Registration No: 001076N/N500013

Rakesh R. Agarwal

Partner

Membership No: 109632

Place: Mumbai

Date: 24 January 2018

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ANNEXURE TO STATEMENT OF TAX BENEFITS AVAILABLE TO THE ISSUER AND ITS EQUITY

SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN INDIA

The information provided below sets out the possible special tax benefits available to the Issuer and the Equity

Shareholders in a summary manner only and is not a complete analysis or listing of all potential tax consequences

of the purchase, ownership and disposal of equity shares, under the current tax laws presently in force in India.

It is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. Investors are

advised to consult their own tax consultant with respect to the tax implications of an investment in the Equity

Shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal

precedent or may have a different interpretation on the benefits, which an investor can avail.

You should consult your own tax advisors concerning the Indian tax implications and consequences of

purchasing, owning and disposing of equity shares in your particular situation.

As per the taxation laws in force, the possible special tax benefits / consequences, as applicable, to the Issuer and

its Equity Shareholders investing in the Equity Shares are summarized below:

1 SPECIAL TAX BENEFITS AVAILABLE TO THE ISSUER - UNDER THE INCOME-TAX

ACT, 1961 (the “IT Act”)

1.1 Income exempt under section 86 of the IT Act

As per section 86 of the IT Act, share in income received by a member of an Association of Persons

(“AOP”) shall be treated as “exempt income” if that AOP is chargeable to tax on its total income at the

maximum marginal rate or any higher rate under any of the provisions of this Act. Further, the

computation of income of the AOP has to be in accordance with the provision of section 67A of the IT

Act.

The Issuer has entered into various integrated joint ventures with numerous entities for undertaking

specific project(s). As informed to us, these integrated joint ventures are to be treated as AOP for income-

tax purposes. Further, we have been informed that the AOP are subject to tax and accordingly, the

Issuer’s share in profits from such AOP(s) is considered as exempt income.

1.2 MAT credit

As per section 115JB of the IT Act, a company would be liable to pay MAT at the rate of 18.5% on its

book profits, if such tax on book profits exceed the taxes computed under the normal tax provisions of

the IT Act. Further the Finance Act, 2017 has prescribed guidelines for adjustments to be made to book

profits in the context of accounting treatment (including transitional provisions) on account of adopting

Indian Accounting Standards (“Ind -AS”).

MAT credit eligible to be carried forward will be the difference between MAT paid and the tax computed

as per the normal provisions of the IT Act for that assessment year. Such MAT credit is allowed to be

carried forward for set off purposes for up to fifteen assessment years immediately succeeding the

assessment year in which the MAT credit becomes allowable under section 115JAA(1A) of the IT Act.

MAT credit can be set off in a year when tax is payable under the normal provisions of the IT Act. MAT

credit to be allowed shall be the difference between the tax computed as per the normal provisions of the

IT Act and MAT payable for that assessment year.

1.3 Under Section 80G of the IT Act, donation made by a company to certain relief funds and charitable

institutions can be claimed as deduction. Donations made to prescribed funds are only qualify as

deduction. The various donations specified in section 80G are eligible for deduction upto either 100% or

50% with or without restriction as provided in the section.

1.4 Under section 80GGA of the IT Act allows deduction for donation made towards scientific research or

rural development. 100% of the amount that is donated or contributed is considered eligible for donation.

1.5 Capital gains

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As per Section 10(38) of the IT Act, capital gains arising from transfer of a long-term capital asset being

an equity share in the Company or unit of an equity oriented fund, where the transaction of sale is

chargeable to Securities Transaction Tax (“STT”) or in case the sale is transacted through a recognized

stock exchange located in any International Financial Services Center (“IFSC”) and where the

consideration for such transaction is paid or payable in foreign currency, shall be exempt from tax in the

hands of the Company

As per provisions of Section 112 of the IT Act, Long-term Capital Gain (“LTCG”), not exempt under

Section 10(38) of the IT Act, are subject to tax at the rate of 20% with indexation benefits. However, if

such tax payable on transfer of listed securities (other than unit or units of an equity oriented mutual fund

or zero coupon bonds) exceeds 10% of the LTCG (without indexation benefit), the excess tax shall be

ignored for the purpose of computing the tax payable by the Company.

As per provisions of Section 111A of the IT Act, Short-term Capital Gain (“STCG”) arising on sale of

equity shares or units of an equity oriented mutual fund, are subject to tax at the rate of 15%, provided

that the transaction is chargeable to STT.

Under Section 54EC of the IT Act, capital gains arising from transfer of long term capital assets, other

than those exempt under section 10(38) of the IT Act, shall be exempt from tax, subject to the conditions

and to the extent specified therein, if the capital gains are invested within a period of six months from

the date of transfer in the bonds redeemable after three years and issued by specified institutions/company

or notified by the Government. Where a part of the capital gains is reinvested, the exemption is available

on a proportionate basis. The maximum investment in the specified long term asset cannot exceed Rs. 50

lakhs per assessee during any financial year in which the original asset is transferred and in the subsequent

financial year. Where the new bonds are transferred or converted into money within three years from the

date of their acquisition, the amount so exempt shall be taxable as capital gains in the year of transfer/

conversion.

Under Section 54EE of the IT Act and subject to the conditions specified therein, LTCG arising to any

assessee would be exempt from tax if such capital gains are invested within six months after the date of

such transfer in long term specified asset, which means unit or units, issued before April 1, 2019 of such

fund as may be notified by the Central Government subject to investment ceiling of Rs. 50 lakhs.

1.6 Under Section 35(1)(ii)/(iii) of the IT Act, Where the assessee does not himself carry on scientific

research but makes contributions to other institutions for this purposes deduction is allowed if:

Payment is made to an approved scientific association which has, as its object, undertaking of scientific

research related or unrelated to the business of assessee, a deduction of 150% of expenditure incurred is

allowed.

Payment is made to an approved university, college or other institution for the use of scientific research

related or unrelated to the business of the company, deduction shall be allowed to the extent of 150% of

the actual expenditure.

Payment is made to an approved university, college or other institution for the use of research in social

sciences or statistical research related or unrelated to the business of the assesse, deduction shall be

allowed to the extent of 100% of the actual expenditure.

1.7 Dividend Income

As per provisions of Section 10(34) the IT Act, dividend (both interim and final) received by the

Company on its investments in shares of another domestic company is exempt from tax.

As per provisions of Section 10(35) of the IT Act, income received in respect of units of a mutual fund

specified under Section 10(23D) of the Act (other than income arising from transfer of such units) is

exempt from tax.

As per sub-section (1A) to section 115-O of the IT Act, the domestic Company will be allowed to set-

off, subject to the prescribed conditions, the dividend received from its subsidiary company during the

financial year against the dividend distributed by it, while computing the Dividend Distribution Tax

(“DDT”), as per provision of section 115-O(1) of the IT Act.

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1.8 Weighted Deduction Under Section 80JJAA of the Act

As per provisions of Section 80JJAA of the IT Act, a Company engaged in any business is entitled to

claim a deduction of an amount equal to 30% of ‘additional employee cost’ paid to additional employees

employed during the year subject to prescribed conditions. Such deduction is available for three

assessment years, including the assessment year in which the employment is made subject to meeting

conditions prescribed in this regard.

2 SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE ISSUER

2.1 Special tax benefits to Foreign Portfolio Investors (“FPIs”)

Section 2(14) of the IT Act provides that any security held by a FPI who has invested in such securities

in accordance with the regulations made under Securities and Exchange Board of India Act, 1992 would

be treated as a capital asset only so that any income arising from transfer of such security by a FPI would

be treated in the nature of capital gains.

Under section 115AD(1)(ii) of the IT Act, income by way of STCG arising to the FPI on transfer of

shares shall be chargeable at a rate of 30% where such transactions are not subjected to STT and at the

rate of 15% if such transaction of sale is entered on a recognised stock exchange in India and is chargeable

to STT.

Under section 115AD(1)(iii) of the IT Act, income by way of LTCG arising from the transfer of shares

(in cases not covered under section 10(38) of the IT Act) held in the Company will be taxable at the rate

of 10%. The benefits of cost indexation and of foreign currency fluctuations are not available to FPIs.

As per provisions of the section 10(34) of the IT Act, dividend (both interim and final), if any, received

by shareholders from a domestic company is exempt from tax.

The proviso to explanation 5 to section 9(1)(i) of the IT Act, clarifies that the indirect transfer provision

shall not be applicable to non-resident investors in FIIs/FPIs, where such FIIs/FPIs are registered with

Securities Exchange Board of India (“SEBI”) as Category I or Category II Foreign Portfolio Investor

under the SEBI (Foreign Portfolio Investors) Regulation, 2014. It is also amendment to be effect

retrospectively from AY 2012-13.

2.2 Special tax benefits to Venture Capital Companies/ Funds

Under section 10(23FB) of the IT Act, any income of Venture Capital Company registered with SEBI or

Venture Capital Fund registered under the provision of the Registration Act, 1908 (set up to raise funds

for investment in venture capital undertaking notified in this behalf), would be exempt from income tax,

subject to conditions specified therein. (Not applicable to income of venture capital fund/company being

an investment fund specified in clause of the Explanation 1 to section 115UB of the IT Act).

Venture Capital Companies / Funds are defined to include only those companies / funds which have been

granted a certificate of registration, before the 21st day of May, 2012 as a Venture Capital Fund or have

been granted a certificate of registration as Venture Capital Fund as a sub-category of Category I

Alternative Investment Fund.

‘Venture capital undertaking’ means a venture capital undertaking as defined in clause (n) of regulation

2 of the Venture Capital Funds Regulations or as defined in clause (aa) of sub-regulation (1) of regulation

2 of the SEBI (Alternative Investment Funds) Regulations, 2012.

As per section 115U(1) of the IT Act, any income accruing or arising to or received by a person out of

investments made in Venture Capital Company/ Fund would be taxable in the hands of the person making

an investment in the same manner as if it were the income accruing/arising/received by such person had

the investments been made directly in the venture capital undertaking.

As per section 115U(5) of the IT Act, the income accruing or arising to or received by the Venture Capital

Company/Funds from investments made in a venture capital undertaking if not paid or credited to a

person (who has investments in a Venture Capital Company /Fund) shall be deemed to have been credited

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to the account of the said person on the last day of the previous year in the same proportion in which such

person would have been entitled to receive the income had it been paid in the previous year.

As per provisions of Section 10(34) of the IT Act, dividend (both interim and final), if any, received by

shareholders from a domestic company is exempt from tax.

2.3 Special tax benefits available to Alternative Investment Fund (Category I and II)

Under section 10(23FBA) of the IT Act, any income of an investment fund other than the income

chargeable under the head "Profits and gains of business or profession" is exempt from income tax.

As per section 115UB(1) of the IT Act, any income accruing or arising to or received by a person out of

his investments in investment Fund would be taxable in the hands of the person making an investment in

the same manner as if it were the income accruing/arising/received by such person had the investments

by the investment fund been made directly by him.

As per section 115UB(6) of the IT Act, the income accruing or arising to or received by the investment

fund if not paid or credited to the person (who has investments in the investment fund) shall be deemed

to have been credited to the account of the said person on the last day of the previous year in the same

proportion in which such person would have been entitled to receive the income had it been paid in the

previous year.

2.4 Special tax benefits available to Mutual Funds

As per section 10(23D) of the IT Act, any income of Mutual Funds registered under the Securities and

Exchange Board of India Act, 1992 or Regulations made thereunder and such other Mutual Funds set up

by public sector banks or public financial institutions or authorised by the Reserve Bank of India subject

to such conditions as the Central Government may, by notification in the Official Gazette, specify in this

behalf will be exempt from income tax.

Notes:

The above Statement of Tax Benefits sets out the provisions of law (i.e. the IT Act as amended by the

Finance Act, 2017) presently in force in India, in a summary manner only and is not a complete analysis

or listing of all potential tax consequences of the purchase, ownership and disposal of equity shares;

The above Statement of Tax Benefits sets out the only the special tax benefits available to the Issuer and

its shareholders under the current tax laws (i.e. the IT Act as amended by the Finance Act, 2017)

presently in force in India. These benefits are dependent on the Issuer or its shareholders fulfilling the

conditions prescribed under the relevant tax laws;

The above statement covers only certain relevant direct tax law benefits and does not cover any indirect

tax law benefits or benefits under any other law;

This statement is only intended to provide general information to the investors and is neither designed

nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax

consequences, the changing tax laws, each investor is advised to consult his or her/ its own tax consultant

with respect to the specific tax implications arising out of their participation in the issue;

In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further

subject to any benefits available under the DTAA, if any, between India and the country in which the

non-resident has fiscal domicile;

The stated benefits will be available only to the sole/first named holder in case the shares are held by

joint shareholders;

The tax rates (including rates for tax deduction at source) mentioned in this Statement is applicable for

Assessment Year 2018-19.

The tax rates (including rates for tax deduction at source) mentioned in this statement exclude surcharge

and education cess. These rates are to be increased with surcharge and education cess as are applicable,

if any.

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LEGAL PROCEEDINGS

Our Company, our Subsidiary and our Promoter are subject to various legal proceedings from time to time mostly

arising in the ordinary course of their business. Except as described below, we are not involved in any material

legal proceedings and our Company is not aware of any proceedings that are threatened, which if determined

adversely, may have, or have had, a material adverse effect on our business, properties, financial condition or

results or operations of our Company. We believe that none of the contingencies, either individually or in the

aggregate, would have a material adverse effect on our financial condition, results of operations or cash flows.

Other than as disclosed below, our Company has no outstanding default in relation to statutory dues payable,

dues payable to holders of any debentures and interest thereon, and in respect of deposits and interest thereon,

defaults in repayment of loans from any bank or financial institution. Other than as disclosed below, there has

been no other instances of compounding of offences, prosecutions filed (whether pending or not) fines imposed,

compounding of offences in the last three years immediately preceding the year of the Issue.

Further, except as disclosed below, we are not subject to any other outstanding litigations which may impact our

future revenues which have monetary value of more than 1 % of our net worth, for the last completed financial

year on a standalone basis.

I. LITIGATION INVOLVING OUR COMPANY

Civil Cases

A. Litigation filed by the Company

1. Arbitration of 2015 filed by our Company against V. O. Chidambaranar Post Trust (“Respondent”)

before the Hon’ble Arbitral Tribunal of sole arbitrator Hon’ble Justice Mr. K. Venkataraman

(Retired).

The Respondent and the Company had entered into a contract dated April 5, 2007 (“Contract”) for

construction of the Cargo Berth No. 9 at Tuticorin Port. The Contract was commenced on December 2,

2006 and was scheduled to be completed within a period of 15 months. The Company has claimed that

the Contract was delayed due to non - fulfilment of fundamental contractual obligations by the

Respondent. Due to repeated delay and failure in executing the scope of Contract, the Company has

claimed that there was enormous escalation of cost, expenses and loss of precious man-power time and

energy on the part of the Company. When the Company requested the Respondent for payment of

escalation in prices beyond the original Contract period, the same was rejected by the Respondent.

Therefore, the Company invoked the arbitration clause in the Contract and initiated arbitration

proceeding against the Respondent.

At present, the matter is pending before the Arbitral Tribunal.

2. Original Suit No. 31 of 2012 filed by our Company against the State of Andhra Pradesh (“Defendant

No. 1”) and the Chief Engineer, North Coast Vishakhapatnam, Andhra Pradesh (“Defendant No. 2”)

and the Project Administration and Superintending Engineer, Irrigation and C.A.D Department

(“Defendant No. 3”) and the Executive Engineer, T.B.P Division No. 1 Parvatipuram (“Defendant

No. 4”) (Defendant No. 1, 2, 3 and 4 shall collectively be referred to as the “Defendants”) before the

Court of the District Judge, at Vizianagaram. The matter was transferred from the Vizianagaram

Court to Parvathipuram Court and renumbered as Original Suit No. 36 of 2015.

The Defendant No. 1 and the Company had entered into an contract on October 25, 2004 (“Contract”)

for construction of inter alia left side earth dam, formation of new state highway, investigation, designs,

preparations of estimates and maintenance of Thotapalli Barrage Project by the Company (“Project”)

across Nagavali River, near Thotapalli, Garugubilli Mandal, Vizianagaram district, Andhra Pradesh. The

total value of work under the Contract was mutually agreed at ₹ 119,87,82,000/-. The work under the

Contract could not progress due to various reasons such as delay in payments, non-release of huge sums

of due money, denial of legitimate payments, public interest litigation cases filed against the Project,

inordinate delay in handing over the possession of site, delay in removal of obstacles, encroachments,

approval of designs and drawings. Due to the extensive delays/ disruptions and non-availability of work

fronts, severe damages/ losses were caused to the Company which severely disrupted its cash flow.

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Therefore, the Company had on May 3, 2011 issued a legal notice under section 80 of the Code of Civil

Procedure, 1908 calling upon the Defendants to pay a sum of ₹ 80.03 crores approximately for expenses

incurred under the Contract. However, the claims of the Company were denied by the Defendants in their

replies. Thereafter, the Company revised its claim amount and initiated legal proceeding against the

Defendants for recovery of ₹ 66,12,94,013/- as expenses incurred on account of non-payment of certified

bills, reimbursement of non-contractual deduction, retention money, uncompensated price escalation,

additional cost towards changes in Defendant’s requirements, additional cost due to prolongation of the

Contract period, loss due to withdrawal of balance work and interest on delayed payment and unpaid

amounts.

During the pendency of Civil Suit no.31/2012 filed by the Company ( described above), before the court

of the District Judge, Vizianagaram, Andhra Pradesh, the CAD & ID had initiated action for recovery of

₹ 77,23,00,000 against the Company as alleged amount due towards the extra cost for the completion of

the balance works post rescission of Contract. Thereafter, the matter was transferred from Vizianagaram

Court to Parvathipuram court and was renumbered as Original Suit No. 36 of 2015. Meanwhile, the

Company challenged the impugned demand notice dated January 9, 2013 by filing Writ Petition No.4718

of 2013 before the Andhra Pradesh High Court and obtained interim injunction vide order June 26, 2013

which continues till date. The matter is currently pending.

3. Suit filed by our Company against the State of Andhra Pradesh (“Defendant No. 1”), Chief Engineer,

FFC, LMD Colony, Karimnagar, Karimnagar district (“Defendant No. 2”), Superintending Engineer,

Sripadsagar Projects (“Defendant No. 3”) and Executive Engineer, Division No. 1, Sripadsagar

Yellampally Project) (“Defendant No. 4”) (Defendants No. 1, 2, 3 and 4 shall hereinafter be referred

to as “Defendants”) before the City Civil Court, Hyderabad

The Company had entered into an agreement dated November 7, 2004 for construction of Sripada

Yellampally Project, across river Godavari, near Yellampally village, Ramagundam Mandal, Karimnagar

District, Andhra Pradesh (“Contract”)., the value of the works under the Contract was agreed up to ₹

40,885 lakh. The work under the Contract could not progress due to various reasons such as delay in

payments, non-release of huge sums of due money, denial of legitimate payments, public interest

litigation cases filed against the project, inordinate delay in handing over the possession of site, delay in

removal of obstacles, encroachments, approval of designs and drawings. Due to the extensive delays/

disruptions and non-availability of work fronts, sever damages and losses were caused to the Company

and its cash flow was severely disrupted. Therefore the Company had issued a legal notice under section

80 of the Code of Civil Procedure, 1908 on January 25, 2012 claiming for an amount of ₹ 157,65,65,000/-

for payment of additional costs and losses arising from the aforesaid breach and default by the Defendant

under the Contract. However, the claims of the Company were denied by the Defendants. Thereafter, the

Company initiated legal proceedings against the Defendants to recover the aforesaid amount as expenses

incurred on account of outstanding amount of final bill, non-payment of certified bills, reimbursement

of non-contractual deduction, retention money, uncompensated price escalation, additional cost towards

changes in Defendant’s requirements, additional cost due to prolongation of the Contract period, loss due

to withdrawal of balance work and interest on delayed payment and unpaid amounts before the District

Court of Karimnagar.

Thereafter the matter was transferred to the City Civil Court of Hyderabad and is presently pending for

issue of summons for appearance to the parties.

4. Company Petition No. 375 of 2016 filed by the Company against ABG Shipyard Limited

(“Respondent”) before the High Court of Gujarat at Ahmedabad

The Respondent had engaged the Company to carry out civil construction infrastructure work at the

shipyard of the Respondent near Dahej in Gujarat and had issued various purchase orders from time to

time. The Company has duly completed the work and raised bills in the name of the Respondent from

time to time. However, despite sending various reminders including five different legal notices issued by

the Company, the Respondent failed and neglected in paying the outstanding amounts aggregating to a

total of ₹ 19,66,62,412/- along with interest at the rate of 18% per annum. The Company has therefore

filed a winding up petition before the High Court of Gujarat to wind up the Respondent and appoint an

Official Liquidator to take control of the assets, business affairs, books of accounts, etc. of the

Respondent.

In the meanwhile, the National Company Law Tribunal (“NCLT”), Ahmedabad has passed an order

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dated August 1, 2017 in the matter of the Respondent declaring moratorium and appointment of

Insolvency Resolution Professional (“IRP”) under the Insolvency and Bankruptcy Code, 2016. A notice

dated August 16, 2017 was issued in the newspapers inviting claims before the IRP. The Company has

submitted its claim to the IRP on September 22, 2017.

In view of the order passed by the NCLT, the matter before the High Court of Gujarat was adjourned and

is presently pending.

5. Special Civil Suit No. 379 of 2015 filed by the Company against Konkan Railway Corporation Limited

(“Defendant”) before the Court of the Civil Judge Senior Division, Thane at Thane

The Defendant had invited tenders for construction of tunnels T6, T10, T11, T12 and T9 between Kauri

and Dugga on the Katra- Dharam Section of Udahmapur – Srinagar – Baramulla New Broad Gauge

Railway Line Project in the state of Jammu and Kashmir, India and the offer of the Company was

accepted by the Defendant. The Defendant and the Company entered into a contract on October 18, 2010

(“Contract”) for a value of Rs. 1,89,41,30,803/- (“Contract Value”) detailing the manner in which the

works need to be executed by the Company. Under the Contract, the Company had inter alia claimed for

a sum of ₹ 35,01,00,000/- over and above the Contract Value for price variation as a result of fluctuation

in market prices of the input materials. However, the Defendant has refused to pay the price variation

amounts under the Contract. The dispute was referred to arbitration in accordance with the terms of the

Contract. However, the Arbitral Tribunal was unable to resolve the disputes between the Parties. The

Company has filed this suit to recover a sum of ₹ 35,01,00,000/- under the said Contract along with

interest at the rate of 15.75% per annum calculated from the due date till the date of realisation.

Thereafter, the Defendant filed an application under section 8 of Arbitration and Conciliation Act, 1996

before the Civil Judge Senior Division, Thane alleging that the dispute under the Contract has already

been referred to an arbitral tribunal constituted in accordance with the terms of the Contract and therefore,

the present suit is not maintainable. However, the same was dismissed by the Hon’ble Court vide order

dated April 7, 2017.

The matter is presently pending before the Court of the Civil Judge, Senior Division, Thane.

6. Civil Suit filed by the Company against Indian Oil Corporation Limited (“Defendant No. 1”) and

(“Defendant No. 2”) (Defendant No. 1 and 2 shall hereinafter be referred to as “Defendants before

the High Court of Delhi

Defendant No.1 had entered into a contract dated June 14, 2010 (“Contract”) with the Company for

carrying on piling work for the south side of the Paradip Refinery Project at Odisha. The value of the

Contract is ₹ 148,97,89,453/-. The Company has alleged that during the execution of the Contract, the

Company had faced several obstructions and hindrances for reasons beyond the control of the Company

and attributable solely to Defendant No. 1 and Defendant No. 2. However, the Defendants had wrongly

imposed damages upon the Company to the tune of 1% of the total Contract value for delay in

performance of the Contract. The Company has therefore filed the present suit claiming for a sum of ₹ 23,66,88,492/- from the Defendants for recovery of costs and losses incurred by the Company under the

Contract.

The matter is presently pending before the High Court of Delhi.

7. Writ Petition No. 10808 of 2010 filed by the Company against the Joint Commissioner of Warangal,

Marishetti Santosh and the Executive Engineer, Sripadsagar before the High Court of Andhra

Pradesh

Mr. Santosh Marishetti and 1704 other contract labourers represented through Mr. Devasani Bikshapathi,

general secretary Andhra Pradesh State Multiple Contractors Labor Union filed a claim application

(“Claim”), against our Company, under section 20 (2) of the Minimum Wages Act 1948 before the Joint

Commissioner of Labour at Warangal alleging non-payment of minimum wages, rest pay and overtime

pay, aggregating to ₹ 23,78,09,495.

Subsequently, our Company filed a writ petition bearing number 10808 of 2010 before the High Court

at Hyderabad, inter alia praying that the Claim is not maintainable under section 20 of the Minimum

Wages Act 1948. The High Court vide their order dated April 30, 2010 (“Order”) granted interim stay

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to all proceeding of the claim application. Thereafter, complainant workmen filed a petition before the

High Court at Hyderabad praying inter alia to vacate the said Order. The Single Judge of the High Court

at Hyderabad, vide order dated September 29, 2010, (“Order 2”) set aside the Order and dismissed the

Writ petition. Aggrieved by the Order 2, our Company filed a writ Appeal bearing number 1169 of 2010

before the Division Bench of High Court at Hyderabad (“Division Bench”) inter alia praying for setting

aside the Order 2. The Division Bench vide its order dated February 24, 2011 directed that claim

application pending before the Joint Commissioner of Labour at Warangal be transferred for adjudication

to the Joint Commissioner of Labour, Twin City Hyderabad with a further direction for the disposal of

the claim application in accordance with law.

The matter is currently pending.

8. Labour Cases

Sr.

No.

Year Parties and Court of

Litigation

Particulars of the Case Status

1. 2017 Writ Petition No. 9654 of

2016 filed against Union of

India & Others. before the

High Court of Delhi at New

Delhi.

The Company has filed

the civil writ petition

under Article 226 of the

Constitution of India.

The matter is pending for

filing of rejoinder before the

High Court of Delhi.

2. 2014 Application No. 4 of 2014

filed against Rashtriya

General Kamgar Sena & its

Members before the

Industrial Court at Mumbai.

The Company has filed

the application in order to

get an immediate relief

from the Court and avoid

fatal consequences.

The application is pending

before the Industrial Court

at Mumbai.

B. Litigation filed against the Company

1. Appeal to Arbitration No. 4 of 2009 filed by the State of Goa represented by Executive Engineer, Public

Works Department, Goa (“Appellant”) against the Company before the High Court of Bombay at Goa

Our Company had entered in a contract with the Appellant on June 22, 2000 (“Contract”) for

construction of road bridge between Amona and Khandola, by the State of Goa. On April 19, 2002, the

scope of Contract was increased by the Appellant and the revised contract value stood at ₹

23,71,47,709.15/-. Subsequently, certain differences and disputes arose under the Contract and the

Company initiated arbitration proceedings against the Appellant. The Company had claimed inter alia,

that the Appellant has refused to pay the additional costs incurred by the Company due to expansion of

its scope of services and had delayed in complying with its obligations under the Contract. The Arbitral

Tribunal vide its order dated December 10, 2007 ordered the Appellant to pay the Company an amount

of ₹ 9,89,74,501 together with interest at the rate of 12% per annum (“Award”). The Appellant thereafter

filed a Civil Miscellaneous Petition No. 52 of 2008 before the Court of Principal District Judge at Panjim

on March 19, 2008 challenging the Award passed by the Arbitral Tribunal. By order dated February 13,

2009 (“Order”), the Hon’ble District Judge rejected the application filed by the Appellant. The Appellant

challenged the said Order of the Hon’ble District Judge by filing an appeal before the Goa Bench of the

Bombay High Court. The Hon’ble High Court passed an interim award directing the Appellant to deposit

a sum of ₹ 1,730 lakh along with accrued interest. Thereafter, the Company filed a Miscellaneous Civil

Application No. 411 of 2011 seeking withdrawal of the amount deposited by the Appellant. This was

allowed by the Hon’ble High Court subject to the Company procuring a bank guarantee for the same

amount along with an undertaking by a director of the Company confirming that in the event the appeal

is upheld, the Company will return the amount withdrawn along with interest.

The matter is now pending before the Goa Bench of the Bombay High Court for final hearing.

2. Arbitration filed by M/s SSJV Projects Pvt. Ltd. – Zarubezhvodstroy Joint Venture (“Claimant”)

against the Company before the Hon’ble Arbitral Tribunal of Justice G. Patri BasavannaGoud

The Claimant had entered into an agreement (“Agreement”) with National Thermal Power Corporation

(“NTPC”) for construction of barrage and de-silting chamber package for Tapovan - Vishnugad

Hydroelectric Project (4x 130W) on the river Dhauliganga in Chamoli District, Uttaranchal. The

181

Claimant subsequently entered into a sub- contract dated February 6, 2009 (“Sub - Contract”) with the

Company to construct a cut off wall for the chamber package of NTPC. The Claimant has alleged that

the Company had delayed in performance of its obligations under the Sub- Contract which in turn

resulted in termination of the Agreement by NTPC. The Claimant has further alleged that the termination

caused severe financial losses to the Claimant and with a view to recover the same from the Company,

the Claimant has initiated the present arbitration against the Company.

At present, the matter is pending before the Arbitral Tribunal for arguments of the Company.

3. Arbitration filed by M/s R. Venkatramaiah (“Claimant”) against the Company before the Hon’ble

Arbitral Tribunal of Shri. S. S. Singh

The Company had entered into an agreement with National Highway Authority of India (“NHAI”) for

widening and upgrading of the existing 1-lane roads in the state of Andhra Pradesh (“Project”). The

Company subsequently entered into a sub-contract (“Sub-Contract”) with the Claimant for executing

earthwork, sub-base in respect of the Project. The Claimant has initiated arbitration proceedings against

the Company on the grounds that the Company has delayed in performance of its obligations under the

Sub-Contract and the bills raised by the Claimant amounting to ₹ 2,21,33,990/- have remained unpaid

by the Company, thereby resulting in severe financial loss to the Claimant. The Company has in its

statement of defence responded to the claims of the Claimant alleging that the Claimant has not

performed its obligations under the Sub-Contract and has in turn, demanded for compensatory cost from

the Claimant.

At present, the matter is pending before the Arbitral Tribunal.

4. Civil Suit No. 55 of 2009 filed by Senbo Engineering Limited (“Plaintiff”) against the Company in the

High Court of Calcutta

The Plaintiff had entered into an agreement (“Agreement”) with Hooghly Bridge River Commissioners

for construction of a flyover. The Plaintiff subsequently entered into a sub-contract (“Sub-Contract”)

with the Company for providing services in connection with design, engineering and consultancy

services required for execution of the Agreement. The Plaintiff has alleged that the Company did not

provide the services under the Sub-Contract and therefore filed a suit for seeking damages before the

High Court of Calcutta. The Plaintiff also filed an interim application for preventing the Company from

depositing the post-dated cheque given to the Company. In response to the same, the Company has

claimed that it had provided pre-tender services to the Plaintiff prior to entering into the Agreement and

the post-dated cheque was issued by the Plaintiff in lieu of the same. The Hon’ble Court has granted this

interim application and prevented the Company from depositing the cheque until final disposal of the

suit.

At present, the matter is pending before the High Court of Calcutta.

5. Writ Petition No.8166 of 2017 filed by Shri. Somnath Brijlal Bhatia (“Petitioner”) against the

Company in the High Court of Bombay

The Company had entered into an agreement (“Agreement”) with National Highway Authority of India

(“NHAI”) for widening the existing 2 lane carriageways to 4 lane carriageway at Pune, Satara

(“Project”). For the Project, the Company had applied for seeking quarry operation permission for

effective blasting work in the property bearing Gat No.84 and the same was granted, subject to certain

terms and conditions. The Petitioner filed an application before the Tahsildar alleging that the Company

had carried out illegal and unauthorized blasting and quarrying operations on the property bearing Gat

No.84/8/A and also on 84/8/B which belonged to the applicant. The Tahsildar based on report submitted

by the Circle Inspector, passed an order penalizing the Company for an amount of ₹ 38,69,76,000/-. The

Company then filed a writ petition before the High Court of Bombay, however the same was rejected.

Thereafter, the Company filed an appeal before the Sub Divisional Officer but the same was also rejected.

The Company then preferred a 2nd appeal before the Additional Collector Satara which was allowed and

the Additional Collector passed an order (“Order”) remanding the matter back to the Sub-Divisional

Officer (“SDO”) for enquiry. The Petitioner aggrieved by the Order filed a revision application before

the Additional Commissioner, Pune and the same was accepted. The Company preferred a Revision

Application before the Minister of Forest & Revenue, Maharashtra (“Minister”). The Minister stayed

182

the order passed by the Additional Commissioner, Pune. The Petitioner then filed a writ petition before

the High Court of Mumbai against the order of Minister and the High Court disposed off all other

decisions and ordered that the Revision Application pending before the Minister be decided within 3

months. The Minister has finally decided the Revision Application vide his order dated April 6, 2017 in

the Company’s favour and directed the SDO to conduct further inquiry in terms of the observations made

by the Minister in his Order. While communication from the SDO is awaited, the Petitioner has filed a

writ petition against the impugned order of the Minister.

At present, the matter is pending before the High Court of Bombay.

6. Labour Cases

Sr. No Year Parties and Court of

Litigation

Particulars of the Case Status

1. 1996 Petition No. 5330 of 1996

filed by The Labour

Enforcement Officer,

Phulpur, Allahabad before the

Chief Judicial Magistrate,

Allahabad.

The Labour Enforcement

Officer filed a complaint

alleging non-maintenance of

records & registers and non-

display of notices at the work

site.

At present, the

matter is pending

before the Chief

Judicial Magistrate,

Allahabad.

2. 1996 Petition No. 5329 of 1996

filed by the Labour

Enforcement Officer,

Phulpur, Allahabad before the

Chief Judicial Magistrate,

Allahabad

The Labour Enforcement

Officer filed a complaint

alleging non-maintenance of

records and registers and non-

display of notices at the work

site.

At present, the

matter is pending

before the Chief

Judicial Magistrate,

Allahabad.

3. 1998 Petition No. 412 of 1998 filed

by the Labour Enforcement

Officer, Dhanbad before the

Chief Judicial Magistrate,

Dhanbad.

The Labour Enforcement

Officer, Dhanbad filed a

complaint alleging non-

maintenance of records and

registers and non-display of

notices at the work site. The

Company filed an application

Cr.MP No. 1087 of 2002 before

the Hon’ble High Court of

Jharkhand (“Court”) for

quashing the matter. The Court

passed an interim stay order on

the matter.

At present, the

matter is pending

before the Chief

Judicial Magistrate.

4. 1999 Case No. 14 of 1999 filed by

the Labour Enforcement

Officer, Paradip, Allahabad

before the Chief Judicial

Magistrate, Allahabad

The Labour Enforcement

Officer, Paradip filed a

complaint alleging non-

maintenance of records and

registers and non-display of

notices at the work site.

At present, the

matter is pending

before the 1st Class

Judicial Magistrate.

5. 1996 Petition No. 83 of 1996 filed

by the Labour Enforcement

Officer, Phulpur, Allahabad

before the Chief Judicial

Magistrate, Allahabad.

The Labour Enforcement

Officer, Phulpur, Allahabad

filed a complaint alleging that

the Company did not take the

license required under the Act

and also for non-maintenance of

records and registers at the work

site.

At present, the

matter is pending

before the Chief

Judicial Magistrate,

Allahabad.

Complaint under Section 22 and Section 24 of the Minimum Wages Act, 1948

6. 2003 Petition No.394/3 of 2003

filed by the Labour

Enforcement Officer,

Chennai before the Judicial

Magistrate, Tiruvottiyur.

The Labour Enforcement

Officer, Chennai filed a

complaint under Section 22 and

Section 24 of the Minimum

Wages Act alleging less

payment than the minimum rates

At present, the

matter is pending

before the Judicial

Magistrate,

Tiruvottiyur.

183

Sr. No Year Parties and Court of

Litigation

Particulars of the Case Status

of wages fixed for the employee

and also for the breach of Rule

22 of The Minimum Wages Rule

1950 (failure to display the name

and address of the inspector in

English and in a language

understood by the majority of

the workers in a clean and

legible condition).

Complaint under Section 78 and Section 76 of Contract Labour Act, 1971

7. 2003 Petition No. 395/3 of 2003

filed by the Labour

Enforcement Officer,

Chennai before the Judicial

Magistrate, Tiruvottiyur.

The Labour Enforcement

Officer, Chennai filed a

complaint under Section 78 and

Section 76 of Contract Labour

Act, 1971 alleging non-

maintenance of muster roll,

wage roll and non-issuance of

employment card.

At present, the

matter is pending

before the Judicial

Magistrate,

Tiruvottiyur.

Disputes under Section 33 C (2) of the Industrial Dispute Act, 1947

8. 2014 Application No. IDA 148 of

2014 filed by Abdul Rehman

Hussian before the 7thLabour

Court at Mumbai.

The workman filed a complaint

under Section 33 C (2) (dispute

relating to money/benefit

entitled to worker from the

employer) of the Industrial

Dispute Act, 1947.

At present, the

matter is pending

before the 7th

Labour Court at

Bandra.

9. 2014 Application No. 136 of 2014

filed by Habibu Rahman T

Hussain before the 7thLabour

Court at Mumbai.

The workman filed a complaint

under Section 33 C (2) (dispute

relating to money/benefit

entitled to worker from the

employer) of the Industrial

Dispute Act, 1947.

At present, the

matter is pending

before the

7thLabour Court at

Bandra.

10. 2014 Application No. 149 of 2014

filed by Rafat Ali Irshad Ali

before the 7thLabour Court at

Mumbai.

The workman filed a complaint

under Section 33 C (2) (dispute

relating to money/benefit

entitled to worker from the

employer) of the Industrial

Dispute Act, 1947.

At present, the

matter is pending

before the

7thLabour Court at

Bandra.

11. 2014 Application No. 150 of 2014

filed by Abid Ali Mohammad

Haneef before the 7thLabour

Court at Mumbai.

The workman filed a complaint

under Section 33 C (2) (dispute

relating to money/benefit

entitled to worker from the

employer) of the Industrial

Dispute Act, 1947.

At present, the

matter is pending

before the

7thLabour Court at

Bandra.

12. 2014 Application No. 151 of 2014

filed by Samaru Rajbur

before the 7th Labour Court at

Mumbai.

The workman filed a complaint

under Section 33 C (2) (dispute

relating to money/benefit

entitled to worker from the

employer) of the Industrial

Dispute Act, 1947.

At present, the

matter is pending

before the

7thLabour Court at

Bandra.

13. 2014 Application No. 147 of 2014

filed by Alijan Mohammad

Raja before the 7thLabour

Court at Mumbai.

The workman filed a complaint

under Section 33 C (2) (dispute

relating to money/benefit

entitled to worker from the

employer) of the Industrial

Dispute Act, 1947.

At present, the

matter is pending

before the 7th

Labour Court at

Bandra.

14. 2015 Application No. 37 of 2015

filed by Mumtaz Ali Sakir Ali

before the 7thLabour Court at

The workman filed a complaint

under Section 33 C (2) (dispute

relating to money/benefit

At present, the

matter is pending

before the

184

Sr. No Year Parties and Court of

Litigation

Particulars of the Case Status

Mumbai. entitled to worker from the

employer) of the Industrial

Dispute Act, 1947.

7thLabour Court at

Bandra.

15. 2015 Application No.52 of

2015filed by Saratullah

Shaikh before the 7thLabour

Court at Mumbai.

The workman filed a complaint

under Section 33 C (2) dispute

relating to money/benefit

entitled to worker from the

employer of the Industrial

Dispute Act, 1947.

At present, the

matter is pending

before the

7thLabour Court at

Bandra.

16. 2013 Application No. 26046 of

2013 filed by Arobindo

Chakravorty before the High

Court of Calcutta.

The workman filed a complaint

under Section 33 C (2) dispute

relating to money/benefit

entitled to worker from the

employer of the Industrial

Dispute Act, 1947.

At present, the

matter is pending

before the High

Court of Calcutta.

Complaints regarding Unfair labour practices

17. 2012 Application No. Unfair

Labour Practice 67 of 2012

filed by Jata Shankar Gautam

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

18. 2012 Application No Unfair

Labour Practice 68 of 2012

filed by Gautam Chopade

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

19. 2012 Application No. Unfair

Labour Practice 69 of 2012

filed by Kashiram

Prabhuddin before the

Industrial Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

20. 2012 Application No. Unfair

Labour Practice 70 of 2012

filed Ram Sevak Fagu before

the Industrial Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

21. 2012 Application No. Unfair

Labour Practice 71 of 2012

filed by Ram Subhagi

Mahabal before the Industrial

Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

22. 2012 Application No. Unfair

Labour Practice 72 of 2012

filed by Ram Dhawal Rajmal

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

23. 2012 Application No. Unfair

Labour Practice 73 of 2012

filed by Samappa Poojary

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

24. 2012 Application No. Unfair

Labour Practice 74 of 2012

filed by Vijay Shankar Halde

before the Industrial Court,

Mumbai

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai

25. 2012 Application No. Unfair

Labour Practice 75 of 2012

The workman filed a complaint

of Unfair Labour Practices for

At present, the

matter is pending

185

Sr. No Year Parties and Court of

Litigation

Particulars of the Case Status

filed by Ramfer Rasiyan

before the Industrial Court,

Mumbai

hiring outsiders at the worksite

in preference to the local

workmen.

before the Industrial

Court, Mumbai

26. 2012 Application No. Unfair

Labour Practice 76 of 2012

filed by Raja Ram Shirapat

before the Industrial Court,

Mumbai

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai

27. 2012 Application No. Unfair

Labour Practice 78 of 2012

filed by Bholanath Bisai

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

28. 2012 Application No.Unfair

Labour Practice 79 of 2012

filed by Amarjeet Chaudhary

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

29. 2012 Application No. Unfair

Labour Practice 80 of 2012

filed by Jaiprakash Sukhu

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

30. 2012 Application no. Unfair

Labour Practice 81 of 2012

filed by Sheshram Sukha

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

31. 2012 Application No. Unfair

Labour Practice 82 of 2012

filed by M. Jama Hasmullah

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

32. 2012 Application No. Unfair

Labour Practice 83 of 2012

filed by Rasiyavan Saheb

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

33. 20212 Application No 84 of 2012

filed by Bholanath Tasu

before the Industrial

Court,Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

34. 2012 Unfair Labour Practice 85 of

2012 filed by Dost. M.

Hasamatali before the

Industrial Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

35. 2012 Unfair Labour Practice 86 of

2012 filed by Ashok Kumar

Mishra filed before the

Industrial Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

36. 2012 Application No. Unfair

Labour Practice 87 of 2012

filed by Loknath Kalpu

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

186

Sr. No Year Parties and Court of

Litigation

Particulars of the Case Status

37. 2012 Application No. 88 of 2012

filed by Tulsi Jokhan before

the Industrial Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

38. 2012 Application no. Unfair

Labour Practice 89 of 2012

filed by Ram Prasad Verma

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

39. 2012 Application No. Unfair

Labour Practice 92 of 2012

filed by Nandu.K.Bhosale

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

40. 2012 Application no. Unfair

Labour Practice 94 of 2012

filed by Ramesh Kamble

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

41. 2012 Application No. Unfair

Labour Practice 95 of 2012

filed by Sajiullah Hisabi

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

42. 2012 Application No. Unfair

Labour Practice 96 of 2012

filed by Vinay Kumar Gowd

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

43. 2012 Application No. Unfair

Labour Practice 97 of 2012

filed by Sitaram Prahuddin

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

44. 2012 Application No. Unfair

Labour Practice 98 of 2012

filed by Muhabbat Ali before

Industrial Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

45. 2012 Application No. Unfair

Labour Practice 99 of 2012

filed by Ramhit Nayanraj

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

46. 2012 Application No. Unfair

Labour Practice 100 of 2012

filed by Shriram Rambali

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

47. 2012 Application No. Unfair

Labour Practice 101 of 2012

filed by Prakash Pawar before

the Industrial Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

48. 2012 Application No. Unfair

Labour Practice 102 of 2012

filed by Chandrakant Jadhav

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

At present, the

matter is pending

before the Industrial

187

Sr. No Year Parties and Court of

Litigation

Particulars of the Case Status

before the Industrial Court,

Mumbai.

in preference to the local

workmen.

Court, Mumbai.

49. 2012 Application No. Unfair

Labour Practice 103 of 2012

filed by Babulal Ravindra

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

50. 2012 Application No. Unfair

Labour Practice 104 of 2012

filed by Shiya Ram Verma

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

51. 2012 Application No. Unfair

Labour Practice 105 of 2012

filed by Mustak Mohd Haddis

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

52. 2012 Application No. Unfair

Labour Practice 106 of 2012

filed by Subramaniyam

Kanda Swami before the

Industrial Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

53. 2012 Application No. Unfair

Labour Practice 107 of 2012

filed by Kamla Prasad Yadav

before the Industrial

Court,Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

54. 2012 Application No. Unfair

Labour Practice 108 of 2012

filed by Samiullah Idris

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

55. 2012 Application No. Unfair

Labour Practice 109 of 2012

filed by Saeed Khan Abdul

Razak before the Industrial

Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

56. 2012 Application No. Unfair

Labour Practice 110 of 2012

filed by Chandrabali

Paradeshi before the

Industrial Court, Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

57. 2012 Application No. Unfair

Labour Practice 66 of 2012

filed by Samiullah Khairullah

before the Industrial Court,

Mumbai.

The workman filed a complaint

of Unfair Labour Practices for

hiring outsiders at the worksite

in preference to the local

workmen.

At present, the

matter is pending

before the Industrial

Court, Mumbai.

58. 2014 Application No Unfair

Labour Practice 12 of 2014

filed by Engineering Mazdor

Sabha before the Industrial

Court, Mumbai.

The Applicant filed a complaint

alleging that the Company

refused to bargain Collectively,

with a recognized union (Item 5

of Schedule II), and failure to

implement the

award/settlement/agreement

(Item 9 of schedule IV) of the

Maharashtra Recognition of

Trade Unions and Prevention of

Unfair Labour Practices Act,

At present, the

matter is pending

before the Industrial

Court, Mumbai.

188

Sr. No Year Parties and Court of

Litigation

Particulars of the Case Status

1971.

59. 2017 Application No LCR 17/2017

filed by Mohd Arshad Khan

before the Labour Court,

Jaipur.

The Applicant filed a complaint

alleging that the Company

hadn’t furnished the balance

payment under Payment of

Wages Act.

At present the

matter is pending

before the Labour

Court, Jaipur.

60. 2017 Writ Petition No. 9654 of

2016 filed by Rashtriya

Janwadi Kamgar Sabghatana

before the High Court at

Bombay.

The Applicant has filed an

application to challenge the

virus of section 21 of the

Maharashtra Recognition of

Trade Unions (MRTU) and

Prevention of Unfair Labour

Practices Act (PULP).

At present the

matter is pending

before the High

Court at Bombay.

61. 2014 Application No. 7 of 2009

filed by Lais Mohammed

Samiullah before the

Controlling Authority

industrial court Mumbai.

The Applicant has filed an

application for payment of

Gratuity under the Provisions of

The Payment of Gratuity Act,

1972.

At present the

matter is pending

before the

Controlling

Authority industrial

court Mumbai.

62. 2014 Application No. 24 of 2014

filed against Rashtriya

General Kamgar Sena before

the Industrial Tribunal at

Mumbai.

The Application was filed by the

Respondent against the

Company for re-instatement and

back wages.

At present the

matter is still

pending before the

Industrial Court at

Mumbai.

63. 2011 Application No. 61/8022 of

2010 filed by the General

Secretary, State Multiple

Contractor’s Labour Union

and Naraya Naguda before

the Additional

Commissioner, Hyderabad.

The Application was filed by the

Complainant towards unpaid

wages and retrenchment

compensation under section 33-

C of Industrial Disputes Act,

1947.

At present, the

matter is pending

before the

Additional

Commissioner, t

Hyderabad.

64. 2003 Writ petition No.10320 of

2003 filed by the Registrar

before the High Court of

Kolkata.

The Respondent has filled the

petition challenging the order

dated April 4, 2003.

At present the

matter is pending

before the High

Court of Kolkata.

Criminal Cases

A. Litigation filed by the Company

Our Company has instituted 1 (one) Criminal Case No. 8602 of 2017 under Section 138 of the Negotiable

Instruments Act, 1881 before the Chief Judicial Magistrate Court at Ahmedabad against Lalan

Developers Private Limited for dishonour of a cheque of ₹ 5,55,443/- (Rupees five lakhs fifty five four

hundred and forty three) issued in the name of our Company. This matter is presently pending before the

Chief Judicial Magistrate Court at Ahmedabad.

B. Litigation filed against the Company

1. Labour cases

Sr.

No

Year Parties and Court of

Litigation

Particulars of the Case Status

1. 2015 State of Madhya Pradesh v.

Dattaray Babu Ram Akhade

before the Chief Magistrate

Officer

The case was filed against the

Company regarding the theft of

materials from the premises of

one of our client’s power

projects.

Order dated July 16,

2015 has been

passed in the matter

granting bail to the

accused person.

2. 2016 Sanjay Bajoria v. ITD The case was filed against the The matter is

189

Sr.

No

Year Parties and Court of

Litigation

Particulars of the Case Status

Cementation India Limited

before the Metropolitan

Magistrate

Company under section 287,

288, 377 and 338 of Indian

Penal Code, 1860.

presently pending

before the

Metropolitan

Magistrate.

3. 2017 NCT of Delhi v. Munesh

Kumar and Ors. before the

Metropolitan Magistrate

The case was filed against the

Company due to the occurrence

of a fatal accident at the work

site.

The matter is

presently pending

before the

Metropolitan

Magistrate.

4. 1998 Gurunam Singh Hothi v. B.

Raghavan, General Manager

and P. K. Kapoor, Director

before the Metropolitan

Magistrate.

The complaint was filed against

the Company due to non-

payment of security bills.

The matter is

presently pending

before the

Metropolitan

Magistrate.

5. 1999 Criminal Compliant No.14 of

1999 filed by the Labour

Enforcement Officer, Paradip

before the 1st Class Judicial

Magistrate, Kujang.

The Labour Enforcement

Officer, Paradip filed a

complaint alleging non-

maintenance of records and

registers and non-display of

notices at the work site.

At present, the

matter is pending

before the First

Class Judicial

Magistrate, Kujang.

2. Case No. DC/MG/3/KV/915/16 filed by Ashok Brijlal Bhatia (“Applicant”) against the Company in

the Court of District Collector Satara, Satara

The Company had entered into an (“Agreement”) with National Highway Authority of India (“NHAI”)

for widening the exiting 2 lane carriageways to 4 lane of Pune, Satara (“Project”). For the Project, the

Company had applied for seeking quarry operation permission for effective blasting work in the property

bearing Gat No.84 and the same was granted, subject to certain terms and conditions. The Applicant filed

a complaint requesting the Collector to conduct inquiry alleging that the Company had carried out illegal

and authorized blasting and quarrying operations on the property bearing Gat No.84/8/A and also on

84/8/B which belonged to the applicant’s family. In response, the Company claimed that all necessary

permissions and provisions were complied with and further the suit could not be taken into cognizance

since the same is barred by limitation under Section 468 of the Code of Criminal Procedure, 1973. Both

parties completed their respective oral arguments. Our Company has also filed written submissions.

At present, the complaint is pending before the Court of District Collector Satara for order.

II. LITIGATION INVOLVING OUR SUBSIDIARY

Nil

III. LITIGATIONS INVOLVING OUR PROMOTER

As on September 30, 2017, there is no litigation or legal action pending or taken by any ministry or

department of the Government or statutory authority against our Promoter during the last three years

immediately preceding the year of the circulation of this Preliminary Placement Document and any

direction issued by such ministry or department of the Government or statutory authority upon conclusion

of such litigation or legal action, save and except as under:

1. The Promoter had received a notice dated October 14, 2015 (“Notice”) from the Recovery Officer,

Employees Provident Fund Organisation, Jalpaiguri (“EPF Officer”) demanding for payment of ₹

6,78,12,961/- on account of provident fund dues under section 14 B along with interest under section

7Q (“EPF Dues”) of the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF

Act”). The EPF Dues demanded by the EPF Officer is for recovery of provident fund dues in reference

to the international workers stationed at the project office of the Promoter for providing specialised

services towards constructing roads at West Bengal. Further, the EPF Officer has also issued a notice to

Standard Chartered Bank for freezing the bank account of the Promoter and instructed the said Bank to

pay the amount held in the account of the Promoter directly to the EPF Officer.

190

Prior to receipt of this said Notice, the project office had filed Writ Petition No. 510 (W) of 2011 before

the High Court of Calcutta against a similar demand action of the EPF Officer in relation to the payment

of EPF dues of international workers. The Hon’ble High Court had passed an interim order dated April

23, 2013 in the said matter restricting the EPF Officer from taking any further action in the said matter

till final disposal of the Writ Petition. However, the EPF Officer has issued the said Notice under the

EPF Act demanding for payment of EPF Dues.

At present, the Promoter has paid an amount of ₹ 6,29,60, 801/- to the EPF Officer under protest. Further,

the Writ Petition is presently pending before the High Court of Calcutta for final disposal.

2. Arbitration filed by our Promoter against National Highway Authority of India (“Respondent”) before

the Hon’ble Arbitral Tribunal of three arbitrators comprising of Justice P Ramakrisnam Raju as the

Presiding Arbitrator, Shri D Sreerama Murthy and Shri. A. B. Desai.

The Respondent and the Promoter had entered into a contract dated April 20, 2006 (“Contract”) of

widening and strengthening of existing National Highway from 2 lane to 4 lane from Km. 255 to 228 of

Assam Border to Gairkatta section of NH-31C in West Bengal or East West corridor under phase II

programme of NHDP. The Contract was scheduled to be completed within a period of 30 months,

however the same got delayed. The Promoter has filed arbitration proceedings under two separate

references. The first arbitration reference was claiming for additional costs and losses amounting to ₹

2,189,887,204/- incurred due to the said delay in the performance of the Contract and wrong levy of

liquidated damages through encashment of bank guarantee issued by the Promoter.

The matter is presently pending before the arbitral tribunal.

3. Arbitration filed by our Promoter against National Highway Authority of India (“Respondent”) before

the Hon’ble Arbitral Tribunal of Three arbitrators comprising of Shri S. C. Gupta as Presiding

Arbitrator, Shri Jagmohan Lal and Shri A. B. Desai

We refer to the facts elucidated under para III (2) of this chapter. In furtherance to the same, our Promoter

has filed a second reference of arbitration claiming for balance retention money, payments towards

statement at completion, payment towards final statement and interest together amounting to ₹

7,70,23,799/- .

The matter is presently pending before the arbitral tribunal.

IV. PROCEEDINGS UNDER THE COMPANIES ACT

There has been no inquiry, inspection or investigations initiated or conducted against the Company under

the Companies Act, 2013 or any previous company law in the last three years immediately preceding the

year of circulation of this Preliminary Placement Document against either our Company or our

Subsidiary. Further, there have not been any prosecutions filed (whether pending or not), fines imposed,

compounding of offences under the Companies Act, 2013 or any previous company law, in the last three

years immediately preceding the year of circulation of this Preliminary Placement Document with respect

to the Company or its Subsidiary.

V. MATERIAL FRAUDS COMMITTED AGAINST OUR COMPANY IN THE LAST THREE YEARS

There have been no material frauds committed against our Company in the last three years.

VI. POTENTIAL LITIGATION AGAINST OUR COMPANY

Crime No. 01/RCO-CIU-ACB/ 2018 by the Anti Corruption Bureau, Andhra Pradesh against our

employee and representative.

For details on the matter, please refer the Risk Factor no.1 on page 29.

VII. TAX RELATED PROCEEDINGS

A. Tax related litigation involving our Company

191

1. Income Tax

There are 4 (four) income tax matters amounting to ₹ 315.48 lakh approximately, involving our

Company, pending at various levels of adjudication.

2. Central Excise

There is 1 (one) central excise matter amounting to ₹ 52 lakh approximately, involving our Company,

pending at various levels of adjudication.

3. Sales Tax and Value Added Tax

There are 25 (twenty five) sales tax and value added tax matters amounting to ₹3,336.17 lakhs

approximately, involving our Company, pending at various levels of adjudication.

B. Tax related proceedings involving the Subsidiary

There are no tax related proceedings against the Subsidiary of our Company.

192

INDEPENDENT ACCOUNTANTS

Our Company’s current statutory auditors, M/s. Walker Chandiok & Co., LLP, Chartered Accountants,

bearing registration number 001076N/N500013 are independent auditors with respect to our Company as

required by the Companies Act and in accordance with the guidelines issued by the Institute of Chartered

Accountants of India. Our Statutory Auditors have audited financial statements as of and for the Fiscal Year

ended December 31, 2016, December 31, 2015 and December 31, 2014 and for the three month period ended

March 31, 2017, 6 months ended June 30, 2017 and nine months ended September 30, 2017, whose reports

are included in this Preliminary Placement Document. Please see the chapter titled “Financial Statements”

beginning on page 194.

193

GENERAL INFORMATION

1. Our Company was originally incorporated on June 24, 1978 as a limited company under the Companies

Act, 1956 in the name of Cemindia Company Limited. On September 7, 1994, our Company changed its

name to Trafalgar House Construction India Limited. Our Company changed its name to Kvaerner

Cementation India Limited on September 1, 1998. On July 11, 2001, the name of our Company was

further changes to Skanska Cementation India Limited. Our Company changed its name to ITD

Cementation India Limited on May 26, 2005.

2. As of the date of this Preliminary Placement Document, our authorized capital is ₹750,000,000 (Rupees

seven thousand five hundred lakh only) divided into 300,000,000 (three thousand lakh) Equity Shares of

Re. 1 (Rupee one) each aggregating to ₹ 300,000,000 (Rupees three thousand lakh) and 45,000,000 (four

hundred fifty lakh only) preference shares of ₹ 10 (Rupees ten each) aggregating to a total of ₹ 450,000,000 (Rupees four thousand and five hundred lakh only). As of the date of this Preliminary

Placement Document, 15,51,83,160 Equity Shares of ₹ 1 each have been issued and 15,51,57,900 Equity

Shares of ₹1 each have been subscribed and paid up.

3. Our Registered Office is located at National Plastic Building, A-Subhash Road, Paranjape B Scheme,

Vile Parle (East), Mumbai, Maharashtra, 400 057.

4. Under our Memorandum of Association, our principal objects are to carry on the business described in

the chapter titled “Our Business” beginning on page 102. The objects are set out in Clause III of our

Memorandum of Association.

5. This Issue was authorized and approved by our Board by its resolutions dated September 21, 2017 and

approved by our shareholders vide a special resolution passed through postal ballot on December 12,

2017.

6. Our Company has applied for and received in-principle approvals from the BSE and the NSE under

Regulation 28 of the SEBI Listing Regulations for the issue of the Equity Shares. We will apply for final

approvals to list our Equity Shares to be issued in the Issue on the BSE and the NSE.

7. Copies of our Memorandum and Articles of Association will be available for inspection during usual

business hours on any weekday (except Saturday, Sunday and public holidays) during the offering period

of this Issue at our Registered Office.

8. Other than as set forth in this Preliminary Placement Document, there has been no significant change in

our financial results since December 31, 2016, the date of our last audited financial statements.

9. Except as disclosed in this Preliminary Placement Document, we are not involved in any material legal

proceedings and we are not aware of any threatened legal proceedings, which, if determined adversely,

could result in a material adverse effect on our business, financial condition or results of operations.

10. Our Company has obtained necessary consents, approvals and authorisations required in connection with

this Issue.

11. M/s. Walker Chandiok & Co. LLP, Chartered Accountants have audited our financial statements as of

and for the twelve months period ended on December 31, 2016, December 31, 2015 and December 31,

2014 and have also prepared unaudited statements for the three month period ended March 31, 2017, 6

months ended June 30, 2017 and nine months ended September 30, 2017. They have provided their

consent for inclusion of their reports in relation thereto in this Preliminary Placement Document.

12. We confirm that we are in compliance with the minimum public shareholding requirements as provided

in the SEBI Listing Regulations.

13. Our Company and the BRLM accept no responsibility for statements made otherwise than in this

Preliminary Placement Document and anyone placing reliance on any other source of information,

including our website www.itdcem.co.in, would be doing so at his or her own risk.

14. The Floor Price for this Issue is ₹ 213.20 per Equity Share calculated in accordance with Regulation 85

of the SEBI ICDR Regulations. Our Company may offer a discount of not more than 5% on the Floor

Price in terms of Regulation 85 of the SEBI ICDR Regulations.

194

FINANCIAL STATEMENTS

INDEX

Sr.

No.

Contents Page No.

1. Auditor’s Report and Financial Statements for the twelve months period ended

December 31, 2016

195 – 225

2. Auditor’s Report and Financial Statements for the twelve months year ended

December 31, 2015

226 – 259

3. Auditor’s Report and Financial Statements for the twelve months year ended

December 31, 2014

260 – 285

4. Limited Review Report and consolidated Financial Results of our Company as of

and for the three months period ended March 31, 2017.

286 – 289

5. Limited Review Report and consolidated Financial Results of our Company as of

and for the six months period ended June 30, 2017.

290 – 295

6. Limited Review Report and consolidated Financial Results of our Company as of

and for the nine months period ended September 30, 2017.

296 – 300

Independent Auditor’s Report

To

The Members of

ITD Cementation India Limited

Report on the Consolidated Financial Statements1. We have audited the accompanying consolidated financial

statements of ITD Cementation India Limited, (“the Holding

Company”) and its subsidiary (the Holding Company and

its subsidiary together referred to as “the Group”), and

unincorporated jointly controlled entities which comprise

the Consolidated Balance Sheet as at 31 December 2016, the

Consolidated Statement of Profit and Loss and the Consolidated

Cash Flow Statement for the year then ended and a summary

of the significant accounting policies and other explanatory

information.

Management’s Responsibility for the Consolidated Financial Statements2. The Holding Company’s Board of Directors is responsible for

the preparation of these consolidated financial statements in

terms of the requirements of the Companies Act, 2013 ( “the

Act”) that give a true and fair view of the consolidated financial

position, consolidated financial performance and consolidated

cash flows of the Group and unincorporated jointly controlled

entities, in accordance with the accounting principles generally

accepted in India, including the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014 (as amended). The

Holding Company’s Board of Directors, and the respective

Board of Directors/management of the subsidiary included in

the Group, and unincorporated jointly controlled entities are

responsible for the design, implementation and maintenance

of internal control relevant to the preparation and presentation

of the financial statements that give a true and fair view and are

free from material misstatement, whether due to fraud or error.

Further, in terms with the provisions of the Act, the respective

Board of Directors of the Holding Company and its subsidiary

which is incorporated in India, are responsible for maintenance

of adequate accounting records; safeguarding the assets;

preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and

presentation of the financial statements, which have been

used for the purpose of preparation of the consolidated

financial statements by the directors of the Holding Company,

as aforesaid.

Auditor’s Responsibility3. Our responsibility is to express an opinion on these consolidated

financial statements based on our audit.

4. While conducting the audit, we have taken into account the

provisions of the Act, the accounting and auditing standards

and matters which are required to be included in the auditor’s

report under the provisions of the Act and the Rules made

thereunder.

5. We conducted our audit in accordance with the Standards

on Auditing specified under Section 143(10) of the Act. Those

Standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance

about whether the consolidated financial statements are free

from material misstatement.

6. An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the

consolidated financial statements. The procedures selected

depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the consolidated

financial statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal financial

controls relevant to the Holding Company’s preparation of

the consolidated financial statements that give a true and fair

view in order to design audit procedures that are appropriate

in the circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the

Holding Company’s Board of Directors, as well as evaluating the

overall presentation of the consolidated financial statements.

7. We believe that the audit evidence obtained by us is sufficient

and appropriate to provide a basis for our audit opinion on the

consolidated financial statements.

Opinion8. In our opinion and to the best of our information and according

to the explanations given to us, the aforesaid consolidated

financial statements give the information required by the Act

in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted

in India, of the consolidated state of affairs of the Group and

unincorporated jointly controlled entities as at 31 December

2016, their consolidated profit and their consolidated cash

flows for the year ended on that date.

195

Emphasis of Matter9. We draw attention to Note 37 to the consolidated financial

statements which describes the uncertainty related to

recoverability of long-term trade receivables and unbilled

work in progress aggregating to H2,863.37 lakhs (31 December

2015: H2,863.37 lakhs) and H8,677.57 lakhs (31 December 2015:

H8,677.57 lakhs) respectively, outstanding as at 31 December

2016, representing various claims recognised during the

earlier period based on the terms and conditions implicit

in the contracts. These claims being technical in nature and

being subject matter of litigation, the Company has assessed

the recoverability of these claims based on legal opinion from

an independent counsel. On the basis of such assessment,

management is of the opinion that the claims are tenable

and would be realized in full and accordingly no adjustments

have been made in the consolidated financial statements.

Our opinion on the consolidated financial statements is not

modified in respect of these matters.

Report on Other Legal and Regulatory Requirements10. As required by Section 143(3) of the Act, and based on the

auditor’s reports of the subsidiary and unincorporated jointly

controlled entities, we report, to the extent applicable, that:

a) We have sought and obtained all the information and

explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit of the

aforesaid consolidated financial statements;

b) in our opinion, proper books of account as required by

law relating to preparation of the aforesaid consolidated

financial statements have been kept so far as it appears

from our examination of those books and the reports of

the other auditors;

c) The consolidated financial statements dealt with by

this Report are in agreement with the relevant books of

account maintained for the purpose of preparation of the

consolidated financial statements;

d) in our opinion, the aforesaid consolidated financial

statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014(as amended);

e) The matter described in paragraph 9 under the Emphasis

of Matter, in our opinion, may have an adverse effect on

the functioning of the Group;

f ) On the basis of the written representations received from

the directors of the Holding Company as on 31 December

2016 taken on record by the Board of Directors of the

Holding Company and the report of the other statutory

auditors of its subsidiary company incorporated in India,

none of the directors of the Group company, is disqualified

as on 31 December 2016 from being appointed as a

director in terms of Section 164 (2) of the Act.

g) we have also audited the internal financial controls over

financial reporting (IFCoFR) of the Holding Company and

its subsidiary company which is incorporated in India, as

at 31 December 2016, in conjunction with our audit of the

consolidated financial statements of the group for the year

ended on that date and our report dated 21 February 2017

as per Annexure I expressed an unmodified opinion.

h) With respect to the other matters to be included in

the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditor’s) Rules, 2014, in our

opinion and to the best of our information and according

to the explanations given to us:

(i) except for the possible effect of the matters

described above in paragraph 9 under the Emphasis

of Matters paragraph and as detailed in Note 30 (d)

to (e), the consolidated financial statements disclose

the impact of pending litigations on the consolidated

financial position of the Group and unincorporated

jointly controlled entities;

(ii) the Group and unincorporated jointly controlled

entities has made provisions as required under

applicable law or accounting standards, for

foreseeable losses, if any, on long-term contracts. The

Company did not have any derivative contracts.

(iii) There were no amounts which were required to be

transferred to the Investor Education and Protection

Fund by the Holding Company, and its subsidiary

company, incorporated in India.

For Walker Chandiok & Co LLPChartered Accountants

Firm’s Registration No.: 001076N/N500013

per Sudhir N. PillaiPlace : Mumbai Partner

Date : 21 February 2017 Membership No.: 105782

196

Annexure I

Independent Auditor’s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)1. In conjunction with our audit of the consolidated financial

statements of the ITD Cementation India Limited (“the Holding

Company”) and its subsidiary incorporated in India, (the

Holding Company and its subsidiaries together referred to as

“the Group”) and unincorporated jointly controlled entities,

as at and for the year ended 31 December 2016, we have

audited the internal financial controls over financial reporting

(IFCoFR) of the Holding Company and its subsidiary company

incorporated in India, as at that date.

Management’s Responsibility for Internal Financial Controls2. The respective Board of Directors of the Holding Company and

its subsidiary company incorporated in India, are responsible

for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria

established by the Company considering the essential

components of internal control stated in the Guidance Note

on Audit of Internal Financial Controls over Financial Reporting

(the “Guidance Note”) issued by the Institute of Chartered

Accountants of India (“ICAI”). These responsibilities include

the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for

ensuring the orderly and efficient conduct of the company’s

business, including adherence to the company’s policies, the

safeguarding of the company’s assets, the prevention and

detection of frauds and errors, the accuracy and completeness

of the accounting records, and the timely preparation of

reliable financial information, as required under the Act.

Auditors’ Responsibility3. Our responsibility is to express an opinion on the IFCoFR of the

Holding Company and its subsidiary company, as aforesaid,

based on our audit. We conducted our audit in accordance with

the Standards on Auditing, issued by the Institute of Chartered

Accountants of India (ICAI) and deemed to be prescribed under

section 143(10) of the Act, to the extent applicable to an audit

of IFCoFR and the Guidance Note issued by the ICAI. Those

Standards and the Guidance Note require that we comply

with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether adequate IFCoFR

were established and maintained and if such controls operated

effectively in all material respects.

4. Our audit involves performing procedures to obtain audit

evidence about the adequacy of the IFCoFR and their

operating effectiveness. Our audit of IFCoFR included

obtaining an understanding of IFCoFR, assessing the risk that a

material weakness exists, and testing and evaluating the design

and operating effectiveness of internal control based on the

assessed risk. The procedures selected depend on the auditor’s

judgement, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud

or error.

5. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion on the IFCoFR of the Holding Company and its

subsidiary company as aforesaid.

Meaning of Internal Financial Controls over Financial Reporting6. A company’s IFCoFR is a process designed to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for

external purposes in accordance with generally accepted

accounting principles. A company’s IFCoFR includes those

policies and procedures that (1) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in

197

accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made

only in accordance with authorisations of management and

directors of the company; and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorised

acquisition, use, or disposition of the company’s assets that

could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting7. Because of the inherent limitations of IFCoFR, including the

possibility of collusion or improper management override of

controls, material misstatements due to error or fraud may

occur and not be detected. Also, projections of any evaluation

of the IFCoFR to future periods are subject to the risk that

the IFCoFR may become inadequate because of changes in

conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

Opinion8. In our opinion, the Holding Company and its subsidiary

company incorporated in India, have, in all material respects,

adequate internal financial controls over financial reporting

and such internal financial controls over financial reporting

were operating effectively as at 31 December 2016, based on

the internal control over financial reporting criteria established

by the Company considering the essential components of

internal control stated in the Guidance Note issued by ICAI.

For Walker Chandiok & Co LLPChartered Accountants

Firm’s Registration No.: 001076N/N500013

per Sudhir N. PillaiPlace : Mumbai Partner

Date : 21 February 2017 Membership No.: 105782

198

Consolidated Balance Sheet as at 31 December 2016

(Currency : Indian Rupee in lakhs)

Notes As at 31 December 2016

As at 31 December 2015

EQUITY AND LIABILITIESShareholders’ FundsShare capital 2 1,551.58 1,551.58 Reserves and surplus 3 53,520.39 49,269.85

55,071.97 50,821.43 Non-Current LiabilitiesLong-term borrowings 4 4,062.13 1,178.81 Long-term provisions 5 902.36 694.56

4,964.49 1,873.37 Current LiabilitiesShort-term borrowings 6 37,105.85 56,211.69 Trade payables 7

- Total outstanding dues of Micro Enterprises and Small Enterprises 758.85 - - Total outstanding dues of creditors other than Micro Enterprises

and Small Enterprises 63,208.08 75,429.28

Current maturity of long-term-borrowings 4 5,131.01 2,684.22 Other current liabilities 8 46,996.70 55,837.61 Short-term provisions 9 2,544.04 1,621.57

1,55,744.53 1,91,784.37 Total 2,15,780.99 2,44,479.17 ASSETSNon-Current AssetsFixed Assets

- Tangible assets 10 38,184.36 34,898.52 - Capital work-in-progress 560.20 267.22

Deferred tax assets (net) 11 2,756.42 4,423.39 Long-term loans and advances 12 27,518.73 22,167.51 Long-term trade receivables 16 2,863.37 2,863.37 Other non-current assets 13 - 23.79

71,883.08 64,643.80 Current AssetsCurrent investment 14 0.26 0.26 Inventories 15 84,567.21 1,17,538.07 Trade receivables 16 26,482.29 30,917.17 Cash and bank balances 17 18,509.82 14,760.26 Short-term loans and advances 12 14,298.79 16,500.51 Other current assets 18 39.54 119.10

1,43,897.91 1,79,835.37 Total 2,15,780.99 2,44,479.17 Significant accounting policies 1

Notes 1 to 42 form an integral part of these consolidated financial statements

This is the consolidated balance sheet referred to in our report of even date

For and on behalf of the Board of Directors

Adun Saraban P. ChakornbunditManaging Director DirectorDIN No.01312769 DIN No.00254312

S. Ramnath Rahul NeogiChief Financial Officer Company SecretaryFCA No. 030663 ACS No.10653

Place : Mumbai

For Walker Chandiok & Co LLP Chartered AccountantsFirm Registration No. 001076N/N500013

Sudhir N. Pillai Partner Membership No: 105782

Place : Mumbai Date: 21 February 2017 Date: 21 February 2017

199

Consolidated Statement of Pro�t and Loss for the year ended 31 December 2016

(Currency : Indian Rupee in lakhs)

Notes Year ended 31 December 2016

Year ended 31 December 2015

REVENUE

Contract revenue 3,08,856.02 3,06,870.03

Other operating income 19 103.98 224.87

Other income 20 2,522.16 2,217.41

Total revenue 3,11,482.16 3,09,312.31

EXPENSES

Cost of materials consumed 73,225.93 80,945.83

Sub-contract expense 1,32,999.85 1,29,588.37

Employees benefits expense 21 25,380.31 22,240.69

Finance costs 22 11,652.27 13,771.36

Depreciation expense 10 4,494.45 3,665.05

Other expenses 23 56,368.55 55,162.40

Total Expenses 3,04,121.36 3,05,373.70

Pro�t before exceptional item and tax 7,360.80 3,938.61

Exceptional items 24 - (12,397.19)

Pro�t/(loss) before tax 7,360.80 (8,458.58)

Tax expense

Current tax (3,455.44) (265.37)

Less: Minimum alternative tax credit entitlement 2,550.83 -

Earlier year tax adjustments 21.55 (131.83)

Deferred tax (charge)/credit (1,666.97) 2,925.02

Net pro�t /(loss) for the year 4,810.77 (5,930.76)

Earnings/(loss) per equity share of H1each 25

Basic and diluted 3.10 (3.82)

Notes 1 to 42 form an integral part of these consolidated financial statements

This is the consolidated statement of profit and loss referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration No. 001076N/N500013

Sudhir N. Pillai Adun Saraban P. ChakornbunditPartner Managing Director DirectorMembership No: 105782 DIN No.01312769 DIN No.00254312

S. Ramnath Rahul NeogiChief Financial Officer Company SecretaryFCA No. 030663 ACS No.10653

Place : Mumbai Place : MumbaiDate: 21 February 2017 Date: 21 February 2017

200

Consolidated Cash Flow Statement for the year ended 31 December 2016

(Currency : Indian Rupee in lakhs)

Year ended 31 December 2016

Year ended 31 December 2015

CASH FLOW FROM OPERATING ACTIVITIES

Net profit/(loss) before tax 7,360.80 (8,458.58)

Adjustments for:

Depreciation expense 4,494.45 3,665.05

Finance Costs 11,652.27 13,771.36

Interest income (1,189.16) (449.58)

Provision for doubtful debts 2,050.07 1,367.65

Provision for doubtful deposits 2.74 50.22

Bad debts written off on one time settlement with NHAI - 12,397.19

Loss/(profit) on sale of fixed assets (net) 74.58 (815.02)

Sundry balances written back (310.09) (235.81)

Prior years provision written back (209.34) -

Operating pro�t before working capital changes 23,926.32 21,292.48

Adjustment for change in working capital

Decrease/(Increase) in Inventories 32,970.86 (4,412.85)

Decrease/(Increase) in trade receivables 2,384.81 (3,396.19)

Increase in loans and advances (438.35) (12,266.25)

(Decrease)/Increase in trade payables and other current liabilites (19,258.94) 47,792.02

Cash generated from operations 39,584.70 49,009.21

Direct taxes paid (3,666.15) (2,503.69)

Net cash generated from operating activities 35,918.55 46,505.52

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (including capital work in progress) (8,008.44) (5,862.62)

Proceeds from sale of fixed assets 122.60 1,258.21

Fixed Deposit with bank (maturity beyond three months) (391.00) (6,372.42)

Proceeds from fixed deposit with bank (maturity beyond three months) 6,364.14 222.87

Interest received 1,275.61 344.88

Net cash used in investing activities (637.09) (10,409.08)

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long term borrowings 8,733.03 997.38

Repayment of long term borrowings (3,402.92) (5,547.48)

Proceeds from short term borrowings (net) (19,105.84) (11,907.84)

Interest paid (11,799.21) (13,749.82)

Dividend paid (0.71) (1.27)

Net cash used in �nancing activities (25,575.65) (30,209.03)

Net increase in cash and cash equivalents 9,705.81 5,887.41

Cash and cash equivalents at the beginning of year 8,382.74 2,495.33

Cash and cash equivalents at the end of year 18,088.55 8,382.74

201

Consolidated Cash Flow Statement for the year ended 31 December 2016

(Currency : Indian Rupee in lakhs)

Year ended 31 December 2016

Year ended 31 December 2015

Componenets of cash and cash equivalents (Refer note 17)

Cash in hand 64.93 157.51

Balance with scheduled banks

- current accounts 3,641.81 3,600.56

- unpaid dividend bank accounts 5.46 6.17

- deposit with original maturity upto 3 months 14,376.35 4,618.50

18,088.55 8,382.74

Notes :1. Figures given in brackets indicate cash outflow

2. The consolidated cash flow statement has been prepared under Indirect Method as per the Accounting Standard 3 Cash Flow Statement

issued by the Institute of Chartered Accountants of India.

3. The figures of the previous year have been regrouped/reclassified, where necessary, to conform with the classification of the current

year.

This is the consolidated cash flow statement referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration No. 001076N/N500013

Sudhir N. Pillai Adun Saraban P. ChakornbunditPartner Managing Director DirectorMembership No: 105782 DIN No.01312769 DIN No.00254312

S. Ramnath Rahul NeogiChief Financial Officer Company SecretaryFCA No. 030663 ACS No.10653

Place : Mumbai Place : MumbaiDate: 21 February 2017 Date: 21 February 2017

202

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

CORPORATE INFORMATIONITD Cementation India Limited (‘ITD Cem’ or ‘the Company’) was incorporated in 1978 and is engaged in construction of a wide variety of

structures like maritime structures, mass rapid transport systems (MRTS), dams & tunnels, airports, highways, bridges & flyovers and other

foundations and specialist engineering work. The activities of the Company comprise only one business segment viz Construction.

1. SIGNIFICANT ACCOUNTING POLICIES

A. Basis of preparation and Principles of Consolidation

(i) Basis of Preparation of Consolidated Financial StatementsThe consolidated financial statements have been prepared to comply in all material respects with the accounting standards notified

by the Companies (Accounting Standards) Rules, 2006 read with Rule 7 to the Companies (Accounts) Rules 2014 in respect of

Section 133 of the Companies Act, 2013. The consolidated financial statements are prepared under the historical cost convention,

on an accrual basis of accounting.

The accounting policies applied are consistent with those used in the previous year.

The consolidated financial statement comprises the financial statements of ITD Cementation India Limited (“the Holding Company”)

and its subsidiary (the Holding Company and its subsidiary together referred to as “the Group”) and unincorporated jointly controlled

entities.

(ii) Principles of ConsolidationThe consolidated financial statements have been prepared on the following basis:

a. The financial statements of the Holding Company and its subsidiary company have been consolidated on a line by line basis by

adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances/

transactions and elimination of resulting unrealized profits in accordance with Accounting Standard (‘AS’) - 21 ‘Consolidated

Financial Statements’ notified by the Companies (Accounting Standards) Rules, 2006 read with Rule 7 to the Companies

(Accounts) Rules 2014 in respect of Section 133 of the Companies Act, 2013.

b. The Interests in Joint Ventures which are in the nature of unincorporated jointly controlled entities have been consolidated by

using the proportionate consolidation method on a line by line basis by adding together the book values of like items of assets,

liabilities, income and expenses, after eliminating intra-group balances/ transaction and elimination of resulting unrealized

profits in accordance with AS 27 - ‘Financial Reporting of Interests in Joint Ventures’ notified by the Companies (Accounting

Standards) Rules, 2006 read with Rule 7 to the Companies (Accounts) Rules 2014 in respect of Section 133 of the Companies

Act, 2013.

c. Consolidated financial statements are prepared using uniform policies for like transaction and other events in similar

circumstances and are presented, to the extent possible, in the same manner as the Company’s separate financial statements.

d. Notes to the consolidated financial statements, represents notes involving items which are considered material and are

accordingly duly disclosed. Materiality for the purpose is assessed in relation to the information contained in the consolidated

financial statement. Further, additional statutory information disclosed in separate financial statements of the subsidiary and/

or a parent having no bearing on the true and fair view of the consolidated financial statement has not been disclosed in the

consolidated financial statements.

e. The difference between the cost to the Group of investment in subsidiary and joint ventures and the proportionate share in the

equity of the investee company as at the date of the acquisition of stake is recognized in the consolidated financial statements

as goodwill or capital reserve, as the case may be. Goodwill arising on consolidation is tested for impairment annually.

B. Accounting estimatesThe preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

liabilities as at the date of consolidated financial statements and the results of operation during the reported year. Although these

estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates

which are recognised in the year in which they are determined.

203

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

C. Fixed assetsTangible assets are stated at cost, less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and

any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed

assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till

such assets are ready to be put to use.

Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits from

the existing asset beyond its previously assessed standard of performance.

Capital work in progress represents expenditure incurred in respect of capital projects under development and are carried at cost. Cost

includes related acquisition expenses, construction cost and other direct expenditure.

D. Depreciation on tangible �xed assets(i) Depreciation on tangible assets is provided on straight line basis at useful life prescribed in Schedule II to the Companies Act, 2013

on a pro-rata basis. However, certain class of plant and machinery are depreciated on the useful life different from the useful life

prescribed in Schedule II to the Companies Act, 2013 having regard to useful life of those assets in construction projects based on

the management’s experience of use of those assets which is in line with industry practices.

(ii) Leasehold improvements are amortized over the lease period or useful life whichever is lower.

(iii) Depreciation for additions to/deductions from, owned assets is calculated pro rata from/to the day of additions/deductions.

(iv) In case of Joint Ventures, depreciation on fixed assets is provided on straight-line method at the rates determined as per the useful

lives of the respective assets and the life of the project.

E. Impairment of assetsThe carrying amounts of the Company’s assets are reviewed at each balance sheet date if there is any indication of impairment based on

internal/external factors. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount.

The recoverable amount is the greater of the assets net selling price and its value in use. Impairment loss is recognized in the Statement

of Profit and Loss or against revaluation surplus where applicable beyond the carrying value that would have prevailed by charging usual

depreciation if there was no impairment.

A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However the carrying value

after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no

impairment.

F. InvestmentsInvestments, which are readily realisable and intended to be held for not more than one year from the date on which such investments

are made, are classified as current investments. All other investments are classified as non-current investments.

Current investments are carried in the consolidated financial statements at lower of cost or fair value determined on an individual

investment basis. Non-current investments are carried at cost and provision for diminution in value is made to recognise a decline other

than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the

Statement of Profit and Loss.

G. Inventoriesi. Construction materials are valued at cost. Cost is determined on a first-in, first-out method and comprises the purchase price

including duties and taxes (other than those subsequently recoverable by the Company from the taxing authorities).

ii. Tools and equipment are stated at cost less the amount amortised. Tools and equipment are amortised over their estimated useful

lives ranging from 3 to 10 years. Cost is determined by the weighted average method.

iii. Machinery spares that are of regular use are charged to the statement of profit and loss as and when consumed.

iv. Unbilled work in progress: Work done remaining to be certified/billed is recognized as unbilled work in progress provided it is

probable that they will be recovered in the accounts. The same is valued at the realizable value.

204

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

H. Revenue recognition

i) On contractsRevenue from construction contracts is recognised on the basis of percentage completion method. The stage of completion of

a contract is determined by the proportion that contract costs incurred for work performed upto the reporting date bear to the

estimated total contract costs. Contract revenue earned in excess of certification has been classified as “Unbilled work-in-progress”

and certification in excess of contract revenue has been classified as “Amount due to customer“ under “Other current liabilities” in

the consolidated financial statements.

Amounts recoverable in respect of the price and other escalation, bonus claims adjudication and variation in contract work required

for performance of the contract to the extent that it is probable that they will result in revenue.

In addition, if it is expected that the contract will make a loss, the estimated loss is immediately provided for in the books of account.

Contractual liquidated damages, payable for delays in completion of contract work or for other causes, are accounted for as costs

when such delays and causes are attributable to the Company or when deducted by the client.

ii) Accounting for Joint Venture ContractsRevenue from long term construction contracts executed in unincorporated joint ventures under work sharing arrangements is

recognized on the same basis as similar contracts independently executed by the Company.

(iii) Service IncomeService income is accounted on accrual basis in accordance with the terms of agreement with the parties.

(iv) Insurance claimsInsurance claims are recognized as income based on certainty of receipt.

(v) Interest Income and other incomeInterest and other income are accounted for on accrual basis except where the receipt of income is uncertain in which case it is

accounted for on receipt basis.

I. Advances from customers, progress payments and retentionAdvances received from customers in respect of contracts are treated as liabilities and adjusted against progress billing as per terms of

the contract.

Progress payments received are adjusted against amount receivable from customers in respect of the contract work performed.

Amounts retained by the customers until the satisfactory completion of the contracts are recognised as receivables. Where such

retention has been released by customers against submission of bank guarantees, the amount so released is adjusted against receivable

from customers and the value of bank guarantees is disclosed as a contingent liability.

J. Foreign currency transactions

i. Initial RecognitionForeign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange

rate between the reporting currency and the foreign currency at the date of the transaction.

ii. ConversionForeign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical

cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

iii. Exchange Di�erencesExchange differences arising on the settlement of monetary items or on reporting company’s monetary items at rates different

from those at which they were initially recorded during the year, or reported in previous consolidated financial statements, are

recognized as income or as expenses in the year in which they arise.

205

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

iv. Forward exchange contracts not intended for trading or speculation purposesThe premium or discount arising at the inception of forward exchange contracts is amortized as expense or income over the life

of the contract. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the

exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income

or as expense for the year.

K. Employee bene�ts

i. De�ned bene�t planIn terms of the Guidance on implementing Accounting Standard (AS) 15 - Employee Benefits, issued by the Accounting Standards

Board of the Institute of Chartered Accountants of India, the Provident Fund set up by the Company is treated as a defined benefit

plan. This is administered through trusts of the Company. The Company has to meet the interest shortfall, if any. Accordingly,

the contribution paid or payable and the interest shortfall, if any, is recognised as an expense in the period in which services are

rendered by the employee. Further, the pattern of investments for investible funds is as prescribed by the Government. Accordingly,

other related disclosures in respect of provident fund have not been made.

Further Company has defined benefit plans for post-employment benefits in the form of Gratuity. The Company has taken an

insurance policy under the Group Gratuity Scheme with the insurance company to cover the Gratuity Liability. The liability for

Defined Benefit Plans is provided on the basis of valuations, as at the Balance Sheet date, carried out by an independent actuary.

The obligations are measured as the present value of estimated future cash flows discounted at rates reflecting the prevailing

market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. The estimate

of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

The expected rate of return of plan assets is the Company’s expectation of the average long-term rate of return expected on

investments of the fund during the estimated term of the obligations. Plan assets are measured at fair value as at the Balance Sheet

date. The actuarial valuation method used by independent actuary for measuring the liability is the Projected Unit Credit method.

ii. De�ned contribution plan:The certain employees of the Company are also participant in the superannuation plan, employee state insurance scheme

and Labour Welfare Fund scheme which is a defined contribution plan. The Company has no obligations to the Plan beyond

its contributions. The company’s contributions to Defined Contribution Plans are charged to the Statement of Profit and Loss as

incurred.

iii. Other employee bene�tsThe Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit

for the measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuations using

the projected unit credit method at the period end. Accumulated leave which is expected to be utilised within next 12 months,

is treated as short-term employee benefit. Actuarial gains and losses in respect of the defined benefit plans are recognised in the

Statement of Profit and Loss in the period in which they arise.

L. Earnings Per ShareBasic earnings per share is calculated by dividing the net profit or loss after tax for the year attributable to equity shareholders by the

weighted average number of equity shares outstanding during the year. The number of shares used in computing diluted earnings per

share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average

number of shares which could have been issued on conversion of all dilutive potential equity shares.

M. Taxation

Current taxProvision for current tax is recognized based on the estimated tax liability computed after taking credit for allowances and exemptions

in accordance with the Income Tax Act, 1961.

206

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the

company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized

as an asset in accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of

India, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit Entitlement. The Company

reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no

longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

Deferred taxDeferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differences between the financial

statements’ carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured

using the enacted tax rates or tax rates that are substantively enacted at the balance sheet dates. The effect on deferred tax assets and

liabilities of a change in tax rates is recognised in the period that includes the enactment date. Where there is unabsorbed depreciation

or carry forward losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they

can be realised against future taxable profits. Other deferred tax assets are recognized only to the extent there is reasonable certainty of

realization in the future. Such assets are reviewed at each balance sheet date to reassess realization. Timing differences originating and

reversing during the tax holiday period are not considered for the purpose of computing deferred tax assets and liabilities.

N. LeasesLeases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as

operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and Loss account on a straight-line

basis over the lease term.

O. Provisions and Contingent LiabilitiesA provision is recognized when the Company has a present obligation as a result of past events and 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. Provisions are not discounted to

their present value and are determined based on management’s best estimates required to settle the obligation at the Balance Sheet

date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed

by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.

Contingent assets are neither recognised nor disclosed in the consolidated financial statements.

P. Cash and cash equivalentsCash and cash equivalents comprise of cash at bank and cash in hand. The Company considers all highly liquid investments with an

original maturity of three month or less from date of purchase, to be cash equivalents.

207

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

2. Share capitalAs at 31 December 2016 As at 31 December 2015

Number Amount Number Amount

Authorised Share Capital

Equity shares of H1 each 30,00,00,000 3,000.00 30,00,00,000 3,000.00

Redeemable preference shares of H10 each 4,50,00,000 4,500.00 4,50,00,000 4,500.00

34,50,00,000 7,500.00 34,50,00,000 7,500.00

Issued

Equity shares of H1 each 15,51,83,160 1,551.83 15,51,83,160 1,551.83

15,51,83,160 1,551.83 15,51,83,160 1,551.83

Subscribed and fully paid-up

Equity shares of H1 each 15,51,57,900 1,551.58 15,51,57,900 1,551.58

15,51,57,900 1,551.58 15,51,57,900 1,551.58

a) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting period

As at 31 December 2016 As at 31 December 2015

Number Amount Number Amount

At the beginning of the year 15,51,57,900 1,551.58 1,55,15,790 1,551.58

Add: Conversion on account of share split (Refer note below) - - 13,96,42,110 -

Balance at the end of the year 15,51,57,900 1,551.58 15,51,57,900 1,551.58

Pursuant to the approval of the members at the 37th Annual General Meeting of the Company held on 13 May 2015 to the sub-division

of the Equity Shares of the Company, each Equity Share of nominal face value of H10 each was sub-divided to 10 (ten) Equity Share of

H1 each. The effective date for the said sub-division was 24 August 2015.

d) Shareholders holding more than 5% of the equity shares in the Company as at 31 December 2016

As at 31 December 2016 As at 31 December 2015

Number % Holding Number % Holding

Equity shares of H1 each

Italian-Thai Development Public Company Limited, Thailand 8,01,13,180 51.63% 8,01,13,180 51.63%

HDFC Trustee Company Limited 1,05,76,780 6.82% 1,10,33,180 7.11%

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders

regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

c) Shares held by holding Company

As at 31 December 2016 As at 31 December 2015

Number Amount Number Amount

Equity shares of H1 each

Italian-Thai Development Public Company Limited,

Thailand

8,01,13,180 801.13 8,01,13,180 801.13

b) Terms/rights attached to equity sharesThe Company has only one class of equity shares having a par value of H1 per share. Each holder of equity shares is entitled to one vote

per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed if any by the Board of Directors is subject

to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company,

after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the

shareholders.

208

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

4. Long-term borrowingsAs at 31 December 2016 As at 31 December 2015

Non-current Current Non-current Current

Secured

Rupee term loans

- From bank 2,650.00 4,270.40 196.00 1,989.04

- From other parties - - 315.04 273.94

Plant loans

- From bank 484.56 361.94 212.91 100.76

- From other party 843.61 435.32 364.77 281.04

Vehicle loans from bank 83.96 63.35 90.09 39.44

4,062.13 5,131.01 1,178.81 2,684.22

2. Share capital (contd.)

e) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during theperiod of �ve years immediately preceeding the reporting date.The Company has not issued any bonus shares, shares for consideration other than cash and bought back any shares during five years

immediately preceeding the reporting date.

f ) Out of the total issued capital, 25,260 (31 December 2015 : 25,260) equity shares of H1 each have been kept in abeyance pending final

settlement of rights issues.

3. Reserves and surplusAs at

31 December 2016As at

31 December 2015

Securities premium account 45,556.44 45,556.44

General reserve 676.48 676.48

Surplus in the statement of pro�t and loss

Balance at the beginning of the year 3,036.93 8,997.30

Add : Transferred from statement of profit and loss 4,810.77 (5,930.76)

Less : Proposed dividend on equity shares (Refer note 3.1 below) (465.47) -

Less : Tax on proposed equity dividend (94.76) -

Less : Adjustment on account of additional depreciation (Refer note 3.2 below) - (29.61)

7,287.47 3,036.93

53,520.39 49,269.85

3.1 The Board of Directors of the Company, in its meeting held on 21 February 2017, have proposed a final dividend of H0.30 per equity share

for the financial year ended 31 December 2016. The proposal is subject to the approval of shareholders in the ensuing Annual General

Meeting.

3.2 In the previous year, the Company had provided depreciation on the basis of useful life of fixed assets as mandated by Schedule II of the

Companies Act, 2013. Further, in line with Schedule II, the Company undertook technical evaluation of certain fixed assets to determine

the true useful life and recomputed the depreciation on that basis. Consequently, the depreciation and loss for the year ended 31

December 2015 was lower by H217 lakhs. Further, H29.61 lakhs (net of tax adjustment of H13.24 lakhs) had been adjusted to the opening

balance of the retained earnings where the remaining useful life of the assets was NIL as at 1 January 2015.

209

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

5. Long-term provisionAs at

31 December 2016As at

31 December 2015

Provision for employee benefits

- Leave entitlement (Refer note 32) 902.36 694.56

902.36 694.56

6. Short-term borrowingsAs at

31 December 2016As at

31 December 2015

Secured

Cash credit facilities 11,118.65 35,217.80

Working capital demand loan 8,487.20 3,493.89

Unsecured

Commercial paper 17,500.00 17,500.00

37,105.85 56,211.69

Rupee term loan - from bank (secured)Term loan obtained from Doha Bank carries an interest rate of 10.15 percent per annum and repayable in 3 installments starting from November 2017. This loan is secured by hypothecation of Kolkata area depot land.

Term loan obtained from Exim Bank carries interest rate of 11.0 percent per annum. This loan is repayable on 31 July 2017 or on receipt of retention money which ever is earlier. This loan is secured by entire moveable assets of the project.

Term loan obtained from Exim Bank carries interest rate of 11.25 percent per annum. This loan is repayable in 5 quarterly installments starting from September 2016 or out of projects receipts which ever is earlier. This loan is secured by entire moveable assets of the project.

Term loan obtained from Vijaya Bank carried an interest rate of 12.25 percent per annum and has been fully repaid during the year. This loan was secured by hypothecation of Kolkata area depot land.

Rupee term loans from other parties (secured)Term loan obtained from Indiabulls Housing Finance Limited carried an interest rate of 13.50 percent per annum and has been fully repaid during the year. This loan was secured by hypothecation of Kolkata office premises

Term loan obtained from Tata Capital Financial Services Limited carried an interest rate of 13 percent per annum and has been fully repaid during the year. This loan was secured by hypothecation of the office purchased out of this loan.

Plant loans from bank (secured)Loan obtained from Axis bank for purchase of commercial vehicle /construction equipment carries interest rate ranging between 10.75 to 11.03 percent per annum and are repayble in 36 monthly installments. These loans are secured by first and exclusive charge on specific vehicle/equipment financed by the bank.

Loan obtained from Kotak Mahindra Bank Ltd. for purchase of commercial vehicle /construction equipment carries an interest rate of 9.65 percent per annum and are repayble in 46 to 58 monthly installments.These loans are secured by first and exclusive charge on specific vehicle/equipment financed by the bank.

Plant loans from other party (secured)Loans obtained from Tata Capital Limited for purchase of construction equipment carry interest rate ranging between 11.00 to 12.50 percent per annum and are repayable in 29 to 60 monthly installments. These loans are secured by first and exclusive charge on specific equipment financed by the institution.

Vehicle loans from bank (secured)Loan obtained from Axis Bank for purchase of vehicles carry interest rate ranging between 9.50 to 10.50 percent per annum and are repayble in 60 monthly installments. These loans are secured by hypothecation of the vehicles purchased out of these loans.

4. Long-term borrowings (contd.)

210

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

7. Trade payables As at

31 December 2016As at

31 December 2015Total outstanding dues of Micro Enterprises and Small Enterprises 758.85 - Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises 63,208.08 75,429.28

63,966.93 75,429.28 The Company has amounts due to micro and small suppliers registered under the Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act), as at 31 December 2016.The disclosure pursuant to the said Act is as under:- Principal amount due to suppliers under MSMED Act 758.85 - - Interest accrued and due to suppliers under MSMED Act on the above amount 6.87 - - Payment made to suppliers (other than interest) beyond appointed day during the year 632.89 - - Interest paid to suppliers under MSMED Act - - - Interest due and payable to suppliers under MSMED Act towards payments already made 5.10 - - Interest accrued and remaining unpaid at the end of the accounting year 6.87 - - The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act.

6.87 -

Note: This information, as required to be disclosed under the MSMED Act, has been determined to the extent such parties have been identified on the basis of information available with the Company

8. Other current liabilities As at

31 December 2016As at

31 December 2015Creditors for capital expenses 358.99 145.08 Interest accrued and due - 138.87 Interest accrued but not due 81.23 89.30 Unpaid dividend * 5.46 6.17 Advances from customers 26,508.04 46,411.63 Material received from customers 167.39 58.76 Amount due to customers 13,401.49 2,292.94 Payable to Co-venturer 16.69 16.98 Employee related dues 3,537.45 3,030.12 Statutory dues payable 401.79 653.51 Others 2,518.17 2,994.25

46,996.70 55,837.61

* Not due for credit to Investor Education & Protection Fund

Cash credit facilities (secured)Cash credit facilities are availed from consortium bankers carries various interest rates ranging from 10.90 to 15.15 percent per annum and are secured by first pari passu charge on the current assets and movable plant and machinery other than those hypothecated against plant loans. These facilities are payable on demand.

Working capital demand loan (secured)Working capital demand loan carry interest rate ranging from 9.70 to 12.00 percent per annum and are secured by first pari passu charge on the current assets and movable plant and machinery other than those hypothecated against plant loans. These facilities are payable on demand.

Commercial Paper (unsecured)Commercial Paper is issued to HDFC Trustee Company Limited and Escorts Mutual Fund carries interest rate ranging between 10.00 to 10.50 percent.

6. Short-term borrowings (contd.)

211

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

9. Short term provisions As at

31 December 2016As at

31 December 2015

Provision for employee benefits

- Gratuity (Refer note 32) 1,654.96 1,317.93

- Leave entitlement (Refer note 32) 132.19 100.42

- Provident fund 196.66 182.11

Provision for taxation (net of advance tax) - 21.11

Proposed dividend 465.47 -

Provision for tax on proposed dividend 94.76 -

2,544.04 1,621.57

10. Tangible assetsGross Block Freehold

landLeasehold

improvmentsBuildings Plant and

machineryEarth-

moving machinery

O�ce equipment

and furniture

Vehicles Total

Gross block

Balance as on 1 January 2015 15.32 453.82 1,099.17 46,181.56 6,776.66 1,902.49 582.40 57,011.42

Additions 533.39 - - 4,022.09 793.64 145.57 29.08 5,523.77

Disposals - - (34.51) (1,472.10) (157.37) (121.91) (26.85) (1,812.74)

Balance as on 31 December 2015

548.71 453.82 1,064.66 48,731.55 7,412.93 1,926.15 584.63 60,722.45

Additions during the year 1.21 568.04 170.39 6,178.28 816.46 192.27 50.82 7,977.47

Disposals during the year - - - (404.91) (22.85) (163.34) (17.47) (608.57)

As at 31December 2016 549.92 1,021.86 1,235.05 54,504.92 8,206.54 1,955.08 617.98 68,091.35

Accumulated depreciation

Balance as on 1 January 2015

- 195.23 98.95 16,858.26 4,694.20 1,403.32 235.63 23,485.59

Depreciation charge - 102.87 16.80 2,773.62 521.86 192.85 57.05 3,665.05

Reversal on disposal of

assets

- - (13.73) (1,082.95) (132.89) (123.46) (16.53) (1,369.56)

Transition Adjustments

(Refer note 3.2)

- - - 0.11 - 40.61 2.13 42.85

As at 31 December 2015 - 298.10 102.02 18,549.04 5,083.17 1,513.32 278.28 25,823.93

Charge for the year - 32.70 18.86 3,597.08 617.70 164.99 63.12 4,494.45

Disposals during the year - - - (211.25) (20.34) (162.57) (17.23) (411.39)

As at 31 December 2016 - 330.80 120.88 21,934.87 5,680.53 1,515.74 324.17 29,906.99

Net block

As at 31 December 2016 549.92 691.06 1,114.17 32,570.05 2,526.01 439.34 293.81 38,184.36

As at 31 December 2015 548.71 155.72 962.64 30,182.51 2,329.76 412.83 306.35 34,898.52

Note: Buildings include H0.09 lakhs (31 December 2015: H0.09 lakhs) being the cost of shares in co-operative housing societies.

212

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

11. Deferred tax assets (net) As at

31 December 2016As at

31 December 2015

Deferred tax asset arising on account of (A)

Provision for doubtful debts 2,057.42 1,309.46

Provision for employee benefits 1,093.34 651.20

Disallowance u/s 43B as per Income Tax Act, 1961 443.53 419.86

Provision for doubtful deposits 19.32 30.14

Disallowance for forseeable loss as per Income Computation and Disclosure Standards

(ICDS )

163.59 356.54

Unabsorbed business loss 1,954.12 4,211.56

Others 0.04 11.01

Total (A) 5,731.36 6,989.77

Deferred tax liability arising on account of (B)

Timing difference between book depreciation and depreciation as per Income Tax Act,

1961

2,974.94 2,566.38

Total (B) 2,974.94 2,566.38

Deferred tax assets (A-B) 2,756.42 4,423.39

12. Loans and advancesAs at 31 December 2016 As at 31 December 2015

Long-term Short-term Long-term Short-term

(Unsecured, considered good unless otherwise stated)

Capital advances 1,206.01 - 1,254.11 -

Security and other deposits

- considered good 263.72 2,404.95 293.41 1,526.07

- considered doubtful - 55.84 - 97.55

Receivable from Holding Company (Refer note 36) - 6,755.21 - 2,081.27

Other loans and advances:

Advance recoverable in cash or kind

- considered good - 2,775.98 - 10,504.79

Prepaid expenses - 2,348.22 - 2,368.23

Loans and advances to employees - 14.43 - 20.15

Balances with statutory / government authorities 18,429.77 - 15,762.74 -

Advance income tax (net of provisions for tax) 7,619.23 - 4,857.25 -

27,518.73 14,354.63 22,167.51 16,598.06

Less : Provision for doubtful deposits - (55.84) - (97.55)

27,518.73 14,298.79 22,167.51 16,500.51

213

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

14. Current investmentsAs at 31 December 2016 As at 31 December 2015

No. of Shares Book Value No. of Shares Book Value

(Non-trade, unquoted at lower of cost and fair value)

Investments in equity shares

AVR Infra Private Limited (Face value of H10 each) 2,600 0.26 2,600 0.26

0.26 0.26

15. InventoriesAs at

31 December 2016As at

31 December 2015

Construction materials 11,762.94 15,242.35

Tools and equipment 6,061.42 5,653.67

Machinery spares 1,880.19 1,826.66

Unbilled work in progress (Refer note 37) 64,862.66 94,815.39

84,567.21 1,17,538.07

16. Trade receivables (Refer notes 37)As at 31 December 2016 As at 31 December 2015

Long-term Short-term Long-term Short-term

(unsecured, considered good unless otherwise stated)

Trade receivables outstanding for more than six months

- Considered good * 2,863.37 13,738.03 2,863.37 19,330.29

- Considered doubtful - 5,944.91 - 4,237.73

2,863.37 19,682.94 2,863.37 23,568.02

Less: Provision for doubtful debts - (5,944.91) - (4,237.73)

2,863.37 13,738.03 2,863.37 19,330.29

Other debts ** - 12,744.26 - 11,586.88

2,863.37 26,482.29 2,863.37 30,917.17

Notes :

* Includes retention money 571.41 11,121.36 571.41 11,040.01

** Includes retention money - 3,294.68 - 4,033.27

13. Other non-current assetsAs at

31 December 2016As at

31 December 2015

Non-current bank balances (Refer note 17) - 16.90

Interest accrued but not due - 6.89

- 23.79

214

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

18. Other current assetsAs at

31 December 2016As at

31 December 2015

Interest accrued but not due 39.54 119.10

39.54 119.10

19. Other operating income Year ended

31 December 2016Year ended

31 December 2015

Service income from unincorporated joint ventures 103.98 224.87

103.98 224.87

17. Cash and bank balancesAs at 31 December 2016 As at 31 December 2015

Non-current Current Non-current Current

Cash and cash equivalents

Cash in hand - 64.93 - 157.51

Balance with banks

- current accounts - 3,641.81 - 3,600.56

- unpaid dividend bank accounts - 5.46 - 6.17

Bank deposits with original maturity not more than 3 months - 14,376.35 - 4,618.50

- 18,088.55 - 8,382.74

Other bank balances

Deposits with maturity of more than 3 months but less than

12 months *

- 421.27 - 6,377.52

Bank deposits with maturity of more than 12 months ** - - 16.90 -

- 18,509.82 16.90 14,760.26

Less: Amounts disclosed as Other non-current assets

(Refer note 13)

- - (16.90) -

- 18,509.82 - 14,760.26

* Includes H241.65 lakhs (previous year H241.65 lakhs) earmarked against bank guarantees taken by the Company and H22 lakhs (previous

year H10 lakhs) placed as earnest money deposit.

** Placed as earnest money deposit

215

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

20. Other IncomeYear ended

31 December 2016Year ended

31 December 2015Interest income :

- on bank deposits 1,179.20 408.15 - on income tax refund 184.44 52.55 - on sales tax refund 204.12 - - from customer on settlement - 81.01 - others 9.96 41.43

Other non operating income :- Profit on sale of fixed assets (net) - 815.02 - Exchange gain (net) 43.82 20.62 - Sundry balances written back 310.09 235.81 - Provisions no longer required, written back 209.34 - - Insurance claim 34.87 175.49 - Miscellaneous income 346.32 387.33

2,522.16 2,217.41

21. Employee bene�ts expenseYear ended

31 December 2016Year ended

31 December 2015

Salaries and wages 22,948.89 19,993.94

Contribution to gratuity (Refer note 32) 589.18 725.28

Contribution to provident and other funds (Refer note 32) 1,715.76 1,386.83

Staff welfare expenses 126.48 134.64

25,380.31 22,240.69

22. Finance costs Year ended

31 December 2016Year ended

31 December 2015Interest expenses

- Cash credit facilities and working capital demand loan 4,243.23 6,411.07 - Long term loan 716.67 1,000.77 - Commercial papers 1,668.62 1,386.18 - Advances from customers 1,721.52 1,814.37 - Letter of credit 368.82 378.44 - Buyer's credit - 5.15 - Others 56.49 123.09

Other borrowing costs- Applicable net loss on foreign currency transactions and transition - 55.71 - Bank charges and guarantee commission 2,876.92 2,596.58

11,652.27 13,771.36

216

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

24. Exceptional itemsYear ended

31 December 2016Year ended

31 December 2015

Loss on account of one time settlement with National Highway Authority of India [Refer

note 38]

- (12,397.19)

- (12,397.19)

23. Other expenseYear ended

31 December 2016Year ended

31 December 2015

Plant hire expenses 6,082.02 5,995.35

Power and fuel 8,164.42 7,097.04

Sales tax on works contracts 7,857.93 8,146.71

Travelling expenses 1,014.96 926.17

Tools and equipment 2,038.01 1,740.02

Foreseeable loss 970.08 231.96

Site transport and conveyance 2,691.16 2,559.47

Repairs and maintenance:

- Plant & machinery 1,256.70 646.13

- Others 188.35 323.81

Insurance 1,351.17 1,323.74

Professional fees 1,487.44 2,501.78

Rent (Refer note 39) 2,808.51 2,759.49

Consumption of spares 2,144.76 1,821.82

Security charges 1,226.05 1,308.67

Temporary site installations 592.81 834.75

Postage and telephone 230.77 214.01

Auditor remuneration (Refer note 26) 105.20 84.40

Provision for doubtful debts (Refer note 27) 2,050.07 1,367.65

Provision for doubtful deposits (Refer note 28) 2.74 50.22

Rates & taxes 295.98 86.14

Water charges 798.35 704.61

Printing and stationery 168.46 161.50

Infotech expenses 265.58 294.52

Service tax 7,707.82 9,794.14

Labour cess 2,797.65 1,851.04

Directors’ sitting fees 8.90 6.05

CSR expenses # - 19.74

Loss on sale of fixed assets (net) 74.58 -

Miscellaneous expenses 1,988.08 2,311.47

56,368.55 55,162.40

# The Company is not liable to incur any expenses on CSR as per Section 135 of the Companies Act, 2013

217

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

25. Earnings per shareYear ended

31 December 2016Year ended

31 December 2015

Weighted average number of equity shares outstanding during the year 15,51,57,900 15,51,57,900

Add:- Dilutive effect - -

Weighted average number of equity shares used to compute diluted earning/(loss) per

share

15,51,57,900 15,51,57,900

Net profit/(loss) after tax attributable to equity shareholders 4,810.77 (5,930.76)

Earning per share :

Basic and diluted 3.10 (3.82)

(With effect from record date 24 August 2015, the face value of the Company’s shares have been sub-divided from H10 per share to H1

per share. For the previous year, the equity shares and basic and diluted Earnings per share has been presented to reflect for the split in

accordance with Accounting Standard 20 - Earning Per Share).

26. Auditor remuneration (including service tax)Year ended

31 December 2016Year ended

31 December 2015

Audit fee* 48.48 32.64

Tax audit fee 22.28 20.32

Limited review 29.31 27.48

Certification 3.10 2.97

Out-of-pocket expenses 2.03 0.99

105.20 84.40* Includes fees for audit of Internal Financial Controls over financial reporting H13.80 lakhs (Previous year: NIL)

27. Provision for doubtful debtsYear ended

31 December 2016Year ended

31 December 2015

Bad debts written off during the year 342.89 -

Add: Provision for doubtful debts at the end of year 5,944.91 4,237.73

Less: Provision for doubtful debts at the beginning of year 4,237.73 2,870.08

2,050.07 1,367.65

28. Provision for doubtful depositsYear ended

31 December 2016Year ended

31 December 2015

Deposits written off during the year 44.45 -

Provision for doubtful deposits at the end of year 55.84 97.55

Less: Provision for doubtful deposits at the beginning of year 97.55 47.33

2.74 50.22

218

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

30. Contingent Liabilities*Year ended

31 December 2016Year ended

31 December 2015

a) Guarantees/Letter of credits given by banks in respect of contracting commitments in

the normal course of business

43,094.03 35,140.25

b) The Company has a number of claims on customers for price escalation and / or

variation in contract work. In certain cases which are currently under arbitration, the

customers have raised counter-claims. The Company has received legal advice that

none of the counter-claims are legally tenable. Accordingly no provision is considered

necessary in respect of these counter claims.

21743.22 12,016.77

c) Corporate Guarantee given to bank on behalf of Joint Ventures 48,651.00 48,651.00

d) Sales Tax matters pending in appeals 6,311.74 3,901.35

e) Income Tax matters pending in appeals 1,933.07 1,607.91

f ) Excise matter pending in appeal 51.70 51.70

* It is not practicable for the company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the

respective proceedings. The Company does not expect any reimbursements in respect of the above contingent liabilities other than stated

therein above. Future cash outflows in respect of the above are determinable only on receipt of judgments/ decisions pending with various

forums/ authorities. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is

made in respect thereof.

29. CommitmentYear ended

31 December 2016Year ended

31 December 2015

Estimated amount of contracts remaining to be executed on capital accounts and not

provided for (net of advances)

5390.36 417.32

31. Particulars of unhedged foreign currency exposures at the reporting date:

a) There is no derivative outstanding at the reporting date

b) Unhedged foreign currency exposures at the reporting date:

Buyers credit, Trade payables and Acceptances

As at 31 December 2016 As at 31 December 2015

Foreign Currency

Exchange Rate

INR in lakhs Foreign Currency

Exchange Rate

INR in lakhs

US Dollar Exposure 64,755 68.69 44.48 14,526 66.60 9.67

EURO Exposure 2,31,409 72.64 168.10 13,811 99.41 13.73

Total 212.58 23.40

219

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

32. Employee bene�ts

i) GratuityThe following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss and the funded

status and amounts recognised in the balance sheet for the respective plans.

31 December 2016 31 December 2015

The amount recognised in the Statement of Pro�t and Loss :

Current Service Cost 274.52 253.12

Interest Cost 207.70 161.75

Expected return on plan assets (126.48) (119.56)

Net actuarial loss for the year 233.44 429.97

Net bene�t expense 589.18 725.28

The amount recognised in the balance sheet :

Defined benefit obligation 3,273.44 2,684.44

Fair value of plan assets 1,618.48 1,366.51

Plan liability 1,654.96 1,317.93

Changes in the present value of the de�ned bene�t obligations :

Defined benefit obligation at beginning of the year 2,684.44 2,160.83

Current service cost 274.52 253.12

Interest cost 207.70 161.75

Actuarial loss 281.50 387.26

Benefit paid (174.72) (278.52)

Present value of de�ned bene�t obligation at end of year 3,273.44 2,684.44

Changes in the fair value of the plan assets of the gratuity plan :

Plan assets at beginning of the period 1,366.51 1,367.21

Expected return on Plan Assets 126.63 119.55

Contributions by employer 250.00 200.00

Benefit Paid (172.73) (277.54)

Actuarial gain/(loss) on plan assets 48.07 (42.71)

Fair value of plan assets at end of the year 1,618.48 1,366.51

The amount of defined benefit obligation, plan assets, the defecit thereof and the experience adjustments on plan assets and plan

liabilities for the current and previous four years are as follows:

2016 2015 2014 2013 2012

Defined Benefit Obligation 3,273.44 2,684.44 2,160.83 1,759.84 1,714.10

Plan Assets 1,618.48 1,366.51 1,367.21 1,225.67 1,216.84

Deficit (1,654.96) (1,317.93) (793.62) (534.17) (497.26)

Experience adjustments on plan assets 48.07 (42.71) 48.05 (82.26) 71.78

Experience adjustment on plan liabilities (281.50) (387.26) (145.25) 189.33 (118.31)

The gratuity fund is invested in a Group Gratuity policy invested with the Life Insurance Corporation of India and Birla Sunlife Insurance.

The fair value of plan assets with Life Insurance Corporation of India and Birla Sunlife Insurance as at 31 December 2016 are H0.18 lakhs

(31 December 2015 - H0.16 lakhs) and H1,618.29 lakhs (31 December 2015 - H1,366.35 lakhs) respectively. The management understands

that the assets in these portfolios are well diversified and as such the long term return thereon is expected to be higher than the rate of

return on Government Bonds.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period

over which the obligation is to be settled.

220

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

32. Employee bene�ts (contd.)

The principal assumptions used in determining the gratuity obligations :

31 December 2016 31 December 2015

Discount rate 7.30% 8.00%

Expected rate of return on plan assets 9.00% 9.00%

Salary esclation rate 5.00% 5.00%

Withdrawal rates Upto age 44 - 5%

45 years & above - 2.5%

Upto age 44 - 5%

45 years & above - 2.5%

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.

ii) The Company’s expense for the superannuation and provident fund aggregates H1,715.76 lakhs during the year ended 31 December

2016 (31 December 2015 - H1,386.83 lakhs)

Provident fund of employees is managed by the Company through trust “ITD Cementation India Limited Workmen Provident Fund”, In

line with the Provident Fund and Miscellaneous Provision Act, 1952. The plan guarantees interest at the rate notified by the Provident

Fund Authorities. The contribution by the employer and employee together with the interest accumulated thereon are payable to

employees at the time of separation from the Company or retirement, whichever is earlier. The benefits vests immediately on rendering

of the services by the employee.

In terms of the guidance note issued by the Accounting Standards Board (ASB) of the Institute of Chartered Accountants of India for

measurement of provident fund liabilities, the valuer has certified that there is no shortfall as at 31 December 2016 and 31 December

2015.

iii) The liability for leave entitlement and compensated absences as at 31 December 2016 is H1034.55 lakhs (31 December 2015 : H794.98

lakhs).

34. SubsidiaryThe following Subsidiary Company (incorporated in India) has been consolidated in the consolidated financial statement applying

Accounting Standard (AS) - 21:

Name of the Subsidiary

31 December 2016 31 December 2015

Proportion of Ownership

Interest

Voting Power Proportion of Ownership

Interest

Voting Power

ITD Cementation Projects India Limited 100% 100% 100% 100%

35. Unincorporated Jointly Controlled EntitiesThe following unincorporated Jointly Controlled Entities have been consolidated applying Accounting Standard (AS) - 27 (“Financial

Reporting of Interests in Joint Ventures”).

% of Participation as at 31 December 2016

% of Participation as at31 December 2015

ITD Cemindia JV 80% 80%

ITD - ITD Cem JV 49% 49%

ITD - ITDCem JV (Consortium of ITD - ITD Cementation) 40% 40%

ITD-Cem Maytas Consortium 95% 95%

CEC-ITD Cem-TPL JV 40% -

All the above are unincorporated jointly controlled entities in India

33. Segment reportingThe activities of the Company comprises of only one business segment viz Construction. The Company operates in only one geographical

segment viz India. Hence the Company’s financial statements also represents the segmental information.

221

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

35. Unincorporated Jointly Controlled Entities (contd.)

The proportionate share of assets, liabilities, income and expenditure of the unincorporated Jointly Controlled Entities, consolidated in

the accounts is tabulated hereunder:

As at 31 December 2016 As at 31 December 2015

Non-current assets

Net Block 4,623.49 5,585.58

Capital work-in-progress - 70.37

Deferred tax assets 2,753.35 801.19

Current Assets :

Inventories 17,866.36 17,807.59

Trade receivables 3,737.53 4,800.88

Cash and bank balances 2,036.80 668.34

Loans and advances 7,473.17 6,655.19

Total Current Assets (A) 31,113.86 29,932.00

Current Liabilities (B) 19,756.82 16,054.38

Net Current Assets (A-B) 11,357.04 13,877.62

Total Assets 18,733.88 20,334.76

Liabilities

Loan Funds :

Secured loans 10,677.83 11,238.80

Reserves and surplus

Opening balance of retained earnings 6,602.42 5,909.11

Add : Loss for the year (5,576.17) (603.83)

Add : Share of brought forward loss and exceptional

loss on one time settlement with NHAI adjusted

against advances to joint venture

- 1,297.14

1,026.25 6,602.42

Total Liabilities 11,704.08 17,841.22

Revenue

Contract revenue 16,329.24 33,261.33

Other income 546.08 533.19

Total revenue 16,875.32 33,794.52

Expenses:

Site and administration expenses 20,493.34 29,629.98

Finance costs 2,777.90 2,264.59

Depreciation 1,263.67 1,179.75

Total expenses 24,534.91 33,074.32

(Loss)/pro�t before exceptional item and tax (7,659.59) 720.20

Exceptional item - 907.09

(Loss)/pro�t after exceptional item and tax (7,659.59) (186.89)

Provision for tax 131.26 (397.20)

Deferred tax credit 1,952.16 (19.74)

Loss after tax (5,576.17) (603.83)

Capital commitment 4,028.20 107.04

Contingent liabilities 11,384.61 2,341.86

222

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

36. Related Party Disclosures :

a) Names of related parties and description of relationship

A Enterprise where control exists - Holding CompanyItalian-Thai Development Public Company Limited

B Other related parties with whom the Company had transactionsi) Key management personnel (KMP)

Mr. Adun Saraban – Managing Director

Mr. S. Ramnath – Chief Financial Officer

Mr. Rahul Neogi - Company Secretary (appointed w.e.f. 1st February 2017)

Mr. R C. Daga - Company Secretary (retired on 31st January 2017)

ii) Fellow subsidiaryFirst Dhaka Elevated Expressway (FDEE) Company Limited

(b) Transactions with related parties for the year are as follows:

Transaction during the yearHolding

CompanyKMP Fellow

subsidiary

Contract Revenue

Italian-Thai Development Public Company Limited 131.61 - -

(-) (-) (-)

Sale of �xed assets

First Dhaka Elevated Expressway (FDEE) Company Limited - - -

(-) (-) (78.87)

Remuneration

Mr. Adun Saraban - 104.40 -

(-) (94.56) (-)

Mr. S. Ramnath - 62.16 -

(-) (52.27) (-)

Mr. R. C. Daga - 54.02 -

(-) (44.69) (-)

(Previous year figures are given in brackets)

(c) Balances at the year end:

Particulars Holding Company Fellow subsidiary

Trade receivables

Italian-Thai Development Public Company Limited 2.26 -

(25.89) (-)

Advance receivable in cash or kind

First Dhaka Elevated Expressway (FDEE) Company Limited - 78.87

(-) (78.87)

Loan and Advances

Italian-Thai Development Public Company Limited 6,755.21 -

(2,081.27) (-)

(Previous year figures are given in brackets)

223

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

37. (a) Long-term trade receivables at 31 December 2016 include variation claims of H309 lakhs (31 December 2015 - H309 lakhs) for

which the Company had received an arbitration award in its favour which has subsequently been upheld by the District Court.

The customer has challenged this Court Order. However, based on the above arbitration award, Court Order and legal opinion,

management is reasonably confident of recovery of these amounts.

(b) Long-term trade receivables and unbilled work-in-progress at 31 December 2016 include H1,139.96 lakhs (31 December 2015 -

H1,139.96 lakhs ) and H2,755.80 lakhs (31 December 2015 - H2,755.80 lakhs), in respect of a contract which has been rescinded

by the Company and long-term trade receivables and unbilled work-in-progress as at 31 December 2016 includes H1,414.41 lakhs

(31 December 2015 - H1,414.41 lakhs) and H5,921.77 lakhs (31 December 2015 - H5,921.77 lakhs) respectively, in respect of another

contract where the Company has received a notice from the customer withdrawing from the Company the balance works to

be executed under the contract for which the Company has also issued guarantees aggregating H1,497.13 lakhs (31 December

2015 - H1,497.13 lakhs). The Company has made claims against the customer to recover these amounts and has initiated legal

action. Based upon legal opinion received, management is reasonably confident of recovery of these amounts of long term trade

receivable and unbilled work-in-progress and consequently no changes have been made to the values and classification of these

amounts in the consolidated financial statements.

39. The disclosures as per provisions of Clauses 38, 39 and 41 of Accounting Standard 7 ‘Construction Contracts’ issued by Institute of

Chartered Accountants of India are as under:

Year ended31 December 2016

Year ended31 December 2015

a) Contract revenue recognised as revenue in the period Clause 38 (a) 3,08,856.02 3,06,870.03

b) Aggregate amount of costs incurred and recognised profits up to the reporting

date on Contract under progress Clause 39 (a)

7,35,627.74 9,74,089.03

c) Advance received on Contract under progress Clause 39 (b) 26,508.04 46,411.63

d) Retention amounts on Contract under progress Clause 39 ( c) 14,987.45 15,644.69

e) Gross amount due from customers for contract work as an asset Clause 41 (a) 64,862.66 94,815.39

f ) Gross amount due to customers for contract work as an liability Clause 41 (b) 13,401.49 2,292.94

40. Operating leasea) The Company has taken various residential/commercial premises and construction equipment on cancellable operating lease.

These lease agreements are normally renewed on expiry. Rental expenses in the statement of profit and loss for the year includes

lease payments towards premises H2,256.51 lakhs (31 December 2015 - H2,237.49 lakhs).

b) The Company, in addition to above, has taken commercial premises on leases (non-cancellable operating leases). The future

minimum lease payments in respect of which as at 31 December 2016 are as follows:

As at31 December 2016

As at31 December 2015

Minimum Lease Payments

Payable not later than 1 year 230.00 552.00

Payable later than 1 year and not later than 5 years - 230.00

Payable later than 5 years - -

Total 230.00 782.00

38. During the previous year ended 31 December 2015, the Company had signed a definitive agreement with the National Highways

Authority of India (NHAI) under which both parties have agreed to settle all awards received, claims under consideration at various

forums, pending disputes and amounts outstanding in the Company’s and joint venture’s books of account under trade receivables and

unbilled work-in-progress in respect of all the contracts executed by the company and Joint Venture. Pursuant to this settlement the

Company including its share in Joint Venture had accounted for the resultant loss on the settlement of H12,397.19 lakhs which had been

disclosed as an exceptional item.

224

Summary of signi�cant accounting policies and other explanatory information to the consolidated �nancial statements as at and for the year ended 31 December 2016 (Currency : Indian Rupee in lakhs)

41. The tax year for the Company being the year ending 31 March, the provision for taxation for the year is the aggregate of the provision

made for the three months ended 31 March 2016 and the provision based on the figures for the remaining nine months up to 31

December 2016, the ultimate tax liability of which will be determined on the basis of the figures for the period 1 April 2016 to 31 March

2017.

42. Previous year figures have been regrouped or reclassified, to conform to the current year’s presentation whereever considered

necessary.

For Walker Chandiok & Co LLP For and on behalf of the Board of DirectorsChartered Accountants

Firm Registration No. 001076N/N500013

Sudhir N. Pillai Adun Saraban P. ChakornbunditPartner Managing Director Director

Membership No: 105782 DIN No.01312769 DIN No.00254312

S. Ramnath Rahul NeogiChief Financial Officer Company Secretary

FCA No. 030663 ACS No.10653

Place : Mumbai Place : Mumbai

Date: 21 February 2017 Date: 21 February 2017

These leases have no escalation clauses.

Rental expenses in the statement of profit and loss for the year includes H552.00 lakhs (31 December 2015 - H522.00 lakhs) towards

such non-cancellable leases.

c) General descriptions of non-cancellable lease terms :

- Lease rentals are charged on the basis of agreed terms.

- Assets are taken on lease over a period of 3-5 years.

- The Company did not sublease any of its assets and hence did not receive any sub lease payments during the current or

previous year.

40. Operating lease (contd.)

225

Independent Auditor’s ReportTo The Members of ITD Cementation India Limited

Report on the Consolidated Financial Statements1. We have audited the accompanying consolidated

financial statements of ITD Cementation India Limited,(“the Holding Company”) and its subsidiary (the HoldingCompany and its subsidiary together referred to as “theGroup”) and unincorporated jointly controlled entities,which comprise the Consolidated Balance Sheet as at 31 December 2015, the Consolidated Statement of Profitand Loss and the Consolidated Cash Flow Statement forthe year then ended, and a summary of the significantaccounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements2. The Holding Company’s Board of Directors is

responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 ( “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group and unincorporated jointly controlled entities, in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). The Holding Company’s Board of Directors, and the respective Board of Directors/management of the subsidiary included in the Group and unincorporated jointly controlled entities are responsible for the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Further, in terms with the provisions of the Act, the respective Board of Directors of the Holding Company, its subsidiary which is incorporated in India and unincorporated jointly controlled entities are responsible for maintenance of adequate accounting records; safeguarding the assets; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance

of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements, which have been used for the purpose of preparation of the consolidated financial statements by the directors of the Holding Company, as aforesaid.

Auditor’s Responsibility3. Our responsibility is to express an opinion on these

consolidated financial statements based on our audit.

4. While conducting the audit, we have taken into accountthe provisions of the Act, the accounting and auditingstandards and matters which are required to be included in the auditor’s report under the provisions of the Actand the Rules made thereunder.

5. We conducted our audit in accordance with theStandards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply withethical requirements and plan and perform the auditto obtain reasonable assurance about whether theconsolidated financial statements are free from materialmisstatement.

6. An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures inthe consolidated financial statements. The proceduresselected depend on the auditor’s judgment, includingthe assessment of the risks of material misstatementof the consolidated financial statements, whether dueto fraud or error. In making those risk assessments, theauditor considers internal financial controls relevant tothe Holding Company’s preparation of the consolidatedfinancial statements that give a true and fair view inorder to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has inplace an adequate internal financial controls systemover financial reporting and the operating effectivenessof such controls. An audit also includes evaluating theappropriateness of the accounting policies used andthe reasonableness of the accounting estimates madeby the Holding Company’s Board of Directors, as well asevaluating the overall presentation of the consolidatedfinancial statements.

226

Annual Report, 2015 / 105

7. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for ourqualified audit opinion on the consolidated financialstatements.

Basis for Qualified Opinion8. As stated in Note 36 to the consolidated financial

statements, the Company’s trade receivables andunbilled work in progress as at 31 December 2015include amounts aggregating H3,033 lakhs (31 December 2014: H2,655 lakhs) and H479 lakhs (31 December 2014: H1,584 lakhs) respectively, being considered as goodand recoverable by the management. These amountsare presently under negotiation with the customers orsubject matter of litigation. In the absence of externalbalance confirmations from the customers or otheralternative audit evidence to corroborate management’s assessment of recoverability of these balances andhaving regard to the age of these receivables, we areunable to comment on the extent to which thesebalances are recoverable and consequential impact,if any, on the accompanying consolidated financialstatements. Our audit opinion on the consolidatedfinancial statements for the year ended 31 December2014 was also qualified in respect of this matter.

Qualified Opinion9. In our opinion and to the best of our information and

according to the explanations given to us, except forthe possible effects of the matter described in the Basisfor Qualified Opinion paragraph above the aforesaidconsolidated financial statements give the informationrequired by the Act in the manner so required and givea true and fair view in conformity with the accountingprinciples generally accepted in India, of the consolidated state of affairs of the Group and unincorporated jointlycontrolled entities as at 31 December 2015, and theirconsolidated loss and their consolidated cash flows forthe year ended on that date.

Emphasis of Matter10. We draw attention to Note 37 to the consolidated

financial statements which describes the uncertaintyrelated to recoverability of long-term trade receivablesand unbilled work in progress aggregating to H2,863lakhs (31 December 2014: H2,863 lakhs) and H8,678

lakhs (31 December 2014: H8,678 lakhs) respectively, outstanding as at 31 December 2015, representing various claims recognised during the earlier period based on the terms and conditions implicit in the contracts. These claims being technical in nature and being subject matter of litigation, the Company has assessed the recoverability of these claims based on legal opinion from an independent counsel. On the basis of such assessment, management is of the opinion that the claims are tenable and would be realized in full and accordingly no adjustments have been made in the consolidated financial statements. Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements11. As required by the Companies (Auditor’s Report) Order,

2015 (“the Order”), issued by the Central Governmentof India in terms of Section 143(11) of the Act, andbased on the comments in the auditor’s report of theSubsidiary Company incorporated in India, we give inthe Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order, as applicable to suchcompanies

12. As required by Section 143(3) of the Act, and based onthe auditor’s reports of the subsidiary, we report, to theextent applicable, that:a) we have sought and except for the possible effect

of the matter described in the Basis for QualifiedOpinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our auditof the aforesaid consolidated financial statements;

b) except for the possible effects of the matterdescribed in the Basis for Qualified Opinionparagraph, in our opinion, proper books of accountas required by law relating to preparation of theaforesaid consolidated financial statements havebeen kept so far as it appears from our examinationof those books and the report of the other auditor;

c) the consolidated financial statements dealt withby this Report are in agreement with the relevantbooks of account maintained for the purposeof preparation of the consolidated financialstatements;

227

d) in our opinion, the aforesaid consolidated financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014(asamended);

e) the matters described in paragraph 8 and paragraph10 under the Basis for Qualified Opinion and theEmphasis of Matters paragraph respectively, inour opinion, may have an adverse effect on thefunctioning of the Group and unincorporated jointly controlled entities;

f) on the basis of the written representations receivedfrom the directors of the Holding Company as on31 December 2015 taken on record by the Boardof Directors of the Holding Company and the reportof the statutory auditors of its subsidiary companyincorporated in India, none of the directors of thegroup is disqualified as on 31 December 2015 frombeing appointed as a director in terms of Section164 (2) of the Act.

g) with respect to the other matters to be included inthe Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditor’s) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:

(i) except for the possible effect of the mattersdescribed above in paragraph 8 and paragraph10 under the Basis for Qualified Opinion andthe Emphasis of Matters paragraph respectivelyand Note 29 (c) to (g), the consolidated financial

statements disclose the impact of pending litigations on the consolidated financial position of the Group and unincorporated jointly controlled entities;

(ii) except for the possible effects of the matterdescribed in the Basis for Qualified Opinionparagraph, as detailed in note 36 to theconsolidated financial statements, provisionhas been made in the consolidated financialstatements, as required under the applicablelaw or accounting standards, for materialforeseeable losses on long-term contractsincluding derivative contracts; and

(iii) There were no amounts which were requiredto be transferred to the Investor Education andProtection Fund by the Holding Company andits subsidiary company incorporated in India.

For Walker Chandiok & Co LLP (Formerly Walker, Chandiok & Co)Chartered AccountantsFirm’s Registration No.: 001076N/N500013

per Sudhir N. PillaiPlace: Mumbai Partner Date: 24 February 2016 Membership No.: 105782

228

Annexure to the Independent Auditor’s Report of even date to the members of ITD Cementation India Limited on the consolidated financial statements for the year ended 31 December 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the consolidated financial statements of the Holding Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Holding Company has maintained properrecords showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified bythe management of the Holding Company duringthe year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable havingregard to the size of the Holding Company and thenature of its assets.

(ii) (a) The management of the Holding Company hasconducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventoryfollowed by the management of the HoldingCompany are reasonable and adequate in relationto the size of the Holding Company and the natureof its business.

(c) The Holding Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticedon physical verification.

(iii) The Holding Company has not granted any loan, secured or unsecured to companies, firms or other partiescovered in the register maintained under Section 189of the Act. Accordingly, the provisions of clauses 3(iii)(a)and 3(iii)(b) of the Order are not applicable.

(iv) Owing to the nature of its business, the Holding Company does not sell any goods. Accordingly, clause 3(iv) of theOrder with respect to sale of goods is not applicable.In our opinion, there is an adequate internal controlsystem commensurate with the size of the HoldingCompany and the nature of its business for the purchase of inventory and fixed assets and for the sale of services. During the course of our audit, no major weakness hasbeen noticed in the internal control system in respect ofthese areas.

(v) The Holding Company has not accepted any depositswithin the meaning of Sections 73 to 76 of the Act andthe Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) ofthe Order are not applicable.

(vi) We have broadly reviewed the books of accountmaintained by the Holding Company pursuant tothe Rules made by the Central Government for themaintenance of cost records under sub-section (1) ofSection 148 of the Act in respect of Holding Company’sservices and are of the opinion that, prima facie, theprescribed accounts and records have been made andmaintained. However, we have not made a detailedexamination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including providentfund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Holding Company, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) There are no dues in respect of wealth tax, servicetax, duty of customs and cess that have not beendeposited with the appropriate authorities onaccount of any dispute by the Holding Company.

The dues outstanding in respect of income-tax, sales-tax, duty of excise and value added tax on account of any dispute by the Holding Company, are as follows:

229

Name of the statute Nature of dues Amount (H in lakhs)

Amount Paid Under Protest

(H in lakhs)

Period to which the amount relates

Forum where dispute is pending

Sales Tax Act/Works Contract Tax Act

Sales Tax 31.97 - 2004-05 Deputy Commissioner of Commercial Taxes, Bihar

Sales Tax Act/Works Contract Tax Act

Sales Tax 29.39 14.69 2003-04 Joint Commissioner of Commercial Taxes, Bihar

Sales Tax Act/Works Contract Tax Act

Sales Tax 45.29 9.06 2005-06 Taxation Appellate Tribunal, Patna

Sales Tax Act/Works Contract Tax Act

Sales Tax 3.95 - 2011-12 Assistant Commercial Tax Officer

Sales Tax Act/Works Contract Tax Act

Value Added Tax 129.60 19.91 2009-10 Joint Commissioner of Commercial Taxes, Rajkot

Sales Tax Act/Works Contract Tax Act

Sales Tax 149.45 15.00 2010-11 Deputy Commissioner (Commercial Taxes) Gandhidham

Sales Tax Act/Works Contract Tax Act

Value Added Tax 79.83 23.95 2006-07 & 2007-08 Assistant Commissioner (Appeals), Commercial Taxes, Ernakulam

Sales Tax Act/Works Contract Tax Act

Value Added Tax 10.38 2.70 2005-06 Maharashtra Sales Tax Tribunal, Mumbai

Sales Tax Act/Works Contract Tax Act

Sales Tax 0.68 0.34 2003-04 Assisstant Commissioner of Sales Tax, Orissa

Sales Tax Act/Works Contract Tax Act

Sales Tax 0.19 - 2005-06 Assisstant Commissioner, Rajasthan

Sales Tax Act/Works Contract Tax Act

Sales Tax 99.56 26.12 2006-07, 2007-08, 2008-09 & 2009-10

Appellate Deputy Commissioner of Commercial Taxes, Tamil Nadu

Sales Tax Act/Works Contract Tax Act

Sales Tax 4.29 - 1997-98 & 2007-08 Deputy Commissioner of Commercial Taxes, Uttar Pradesh

Sales Tax Act/Works Contract Tax Act

Sales Tax/ Entry Tax

168.71 - 2010-11 & 2011-12 Deputy Commissioner of Commercial Taxes, Allahabad

Sales Tax Act/Works Contract Tax Act

Sales Tax/ Value Added Tax

387.06 - 2004-05, 2006-07, 2007-08 & 2008-09

Appellate and Revisional board, West Bengal

Sales Tax Act/Works Contract Tax Act

Sales Tax 105.80 - 2010-11 Commissioner, Commercial Taxes, Kolkata

Sales Tax Act/Works Contract Tax Act

Sales Tax 16.60 - 1994-95 Revision Board (Tribunal), Kolkata

Sales Tax Act/Works Contract Tax Act

Value Added Tax 265.81 - 2011-12 Joint Commissioner Sales Tax, West Bengal

Sales Tax Act/Works Contract Tax Act

Sales Tax 478.17 70.00 2012-2013 The West Bengal Taxation Tribunal, Salt Lake, Kolkata

230

(c) There were no amounts which were required to betransferred to the Investor Education and Protection Fund by the Holding Company in accordance withthe relevant provisions of the Companies Act, 1956(1 of 1956) and rules made thereunder. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii) In our opinion, the Holding Company has no accumulated losses at the end of the financial year it has not incurredcash losses in the current and the immediately preceding financial year.

(ix) The Holding Company has not defaulted in repayment of dues to any bank or financial institution during the year.The Holding Company did not have any outstandingdebentures during the year.

(x) In our opinion, the terms and conditions on which theHolding Company has given guarantee for loans takenby others from banks or financial institutions are not,prima facie, prejudicial to the interest of the HoldingCompany.

(xi) In our opinion, the Holding Company has applied theterm loans for the purpose for which these loans wereobtained.

(xii) No fraud on or by the Holding Company has beennoticed or reported during the period covered by ouraudit.

For Walker Chandiok & Co LLP (Formerly Walker, Chandiok & Co)Chartered AccountantsFirm’s Registration No.: 001076N/N500013

per Sudhir N. PillaiPlace: Mumbai Partner Date: 24 February 2016 Membership No.: 105782

Name of the statute Nature of dues Amount (H in lakhs)

Amount Paid Under Protest

(H in lakhs)

Period to which the amount relates

Forum where dispute is pending

Sales Tax Act/Works Contract Tax Act

Sales Tax 0.15 - 1999-00 Joint Commissioner of Commercial Taxes, Bihar

Central Excise Act,1944 Excise Duty 51.70 - May 1998 to January 1999

Commissioner of Central Excise

Income Tax Act, 1961 Income Tax 123.13 - A.Y. 2010-11 Income Tax Appellate Tribunal, Mumbai

Income Tax Act, 1961 Income Tax 0.63 - A.Y.2010-11 Assessing Officer, Mumbai

Income Tax Act, 1961 Income Tax 137.85 - A.Y.2011-12 Income Tax Appellate Tribunal, Kolkata

Income Tax Act, 1961 Income Tax 386.20 - A.Y. 2011-12, 2012-13 & 2013-14

Commissioner of Income Tax (Appeals)

231

Consolidated Balance Sheet as at 31 December 2015(Currency : Indian Rupee in lakhs)

NotesAs at

31 December 2015As at

31 December 2014EQUITY AND LIABILITIESShareholders’ FundsShare capital 2 1,551.58 1,551.58 Reserves and surplus 3 49,269.85 55,230.22

50,821.43 56,781.80 Non-Current LiabilitiesLong-term borrowings 4 1,178.81 4,038.61 Long-term provisions 5 694.56 563.24

1,873.37 4,601.85 Current LiabilitiesShort-term borrowings 6 56,211.69 68,119.53 Trade payables 7 75,429.28 41,719.51 Other current liabilities 8 58,521.83 47,150.32 Short-term provisions 9 1,621.57 1,110.97

1,91,784.37 1,58,100.33 Total 2,44,479.17 2,19,483.98 ASSETSNon-Current AssetsFixed Assets

Tangible assets 10 34,898.52 33,525.83 Capital work-in-progress 267.22 328.36

Deferred tax assets, (net) 11 4,423.39 1,485.13 Long-term loans and advances 12 22,167.51 16,595.77 Long-term trade receivables 16 2,863.37 2,863.37 Other non-current assets 13 23.79 27.54

64,643.80 54,826.00 Current AssetsCurrent investment 14 0.26 0.26 Inventories 15 1,17,538.07 1,13,125.22 Trade receivables 16 30,917.17 41,285.81 Cash and bank balances 17 14,760.26 2,718.20 Short-term loans and advances 12 16,500.51 7,512.74 Other current assets 18 119.10 15.75

1,79,835.37 1,64,657.98 Total 2,44,479.17 2,19,483.98 Significant accounting policies 1

Notes 1 to 43 form an integral part of these consolidated financial statementsThis is the consolidated balance sheet referred to in our report of even date

For and on behalf of the Board of Directors

Adun Saraban P. ChakornbunditManaging Director Director DIN No.01312769 DIN No.00254312

S. Ramnath R. C. Daga Chief Financial Officer Company Secretary FCA No. 030663 ACS No.576

Place : Mumbai

For Walker Chandiok & Co LLP (formerly Walker, Chandiok & Co)Chartered AccountantsFirm Registration No. 001076N/N500013

Sudhir N. Pillai Partner Membership No: 105782

Place : Mumbai Date: 24 February 2016 Date: 24 February 2016

232

Consolidated Statement of Profit and Loss for the year ended 31 December 2015(Currency : Indian Rupee in lakhs)

NotesYear ended

31 December 2015Year ended

31 December 2014

REVENUE

Contract revenue 3,06,870.03 1,71,242.31

Other operating income 19 224.87 652.29

Other income 20 2,217.41 1,849.47

Total revenue 3,09,312.31 1,73,744.07

EXPENSES

Cost of materials consumed 80,945.83 64,392.02

Sub-contract expense 1,29,588.37 40,260.28

Employees benefits expense 21 22,240.69 19,363.89

Finance costs 22 13,771.36 13,550.37

Depreciation expense 10 3,665.05 4,270.88

Other expenses 23 55,162.40 38,770.92

Total Expenses 3,05,373.70 1,80,608.36

Profit / (loss) before exceptional item and tax 3,938.61 (6,864.29)

Exceptional items 24 (12,397.19) 9,553.25

(Loss) / profit before tax (8,458.58) 2,688.96

Tax expense

Current tax (265.37) (964.52)

Less: Minimum alternative tax credit entitlement - 720.23

Short provision for tax for earlier years (131.83) 132.69

Deferred tax credit / (charge) 2,925.02 (635.93)

Net (loss) / profit for the year (5,930.76) 1,941.43

Earnings/(loss) per equity share of H1 (previous year H10) each 25

Basic and diluted (3.82) 1.51

Notes 1 to 43 form an integral part of these consolidated financial statementsThis is the consolidated statement of profit and loss referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors(formerly Walker, Chandiok & Co)Chartered AccountantsFirm Registration No. 001076N/N500013

Sudhir N. Pillai Adun Saraban P. ChakornbunditPartner Managing Director Director Membership No: 105782 DIN No.01312769 DIN No.00254312

S. Ramnath R. C. Daga Chief Financial Officer Company Secretary FCA No. 030663 ACS No.576

Place : Mumbai Place : MumbaiDate: 24 February 2016 Date: 24 February 2016

233

Consolidated Cash Flow Statement for the year ended 31 December 2015(Currency : Indian Rupee in lakhs)

Year ended 31 December 2015

Year ended31 December 2014

CASH FLOW FROM OPERATING ACTIVITIES

Net (loss) / profit before tax (8,458.58) 2,688.96

Adjustments for:

Depreciation 3,665.05 4,270.88

Finance Cost 13,771.36 13,550.37

Interest income (449.58) (149.70)

Provision for doubtful debts 1,367.65 673.69

Provision for doubtful deposits 50.22 47.33

Depreciation written back - (9,553.25)

Bad debts written off on one settlement with NHAI 12,397.19 -

(Profit) / loss on sale of fixed assets (net) (815.02) 20.03

Sundry balances written back (235.81) (132.13)

Prior years provision written back - (176.95)

Provision for gratuity 725.28 359.44 Operating profit before working capital changes 22,017.76 11,598.67 Adjustment for change in working capital

Increase in Inventories (4,412.85) (17,442.63)

Increase in trade receivables (3,396.19) (4,664.43)

Increase in loans and advances (12,266.25) (4,051.90)

Increase in trade payables and other current liabilites 47,066.74 18,302.73

Cash generated from operations 49,009.21 3,742.44

Direct taxes (paid) / refund (2,503.69) 621.16 Net cash generated from operating activities 46,505.52 4,363.60 CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (including capital work in progress) (5,862.62) (4,912.77)

Proceeds from sale of fixed assets 1,258.21 342.37

Fixed Deposit with bank (maturity beyond three months) (6,372.42) (222.87)

Proceeds from fixed deposit with bank (maturity beyond three months) 222.87 795.89

Interest received 344.88 161.69 Net cash used in investing activities (10,409.08) (3,835.69)

234

(Currency : Indian Rupee in lakhs)

Year ended 31 December 2015

Year ended31 December 2014

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of share capital - QIP (net of share issue expenses) - 13,999.05

Proceeds from long-term borrowings 997.38 6,841.34

Repayment of long-term borrowings (5,547.48) (6,857.11)

Repayment of short-term borrowings (net) (11,907.84) (402.81)

Interest paid (13,749.82) (13,874.75)

Dividend paid (1.27) (114.66)

Tax on distributed profits - (19.57)Net cash used in financing activities (30,209.03) (428.51)Net increase in cash and cash equivalents 5,887.41 99.40 Cash and cash equivalents at the beginning of year 2,495.33 2,395.93 Cash and cash equivalents at the end of year 8,382.74 2,495.33 Components of cash and cash equivalents (Refer note 17)

Cash in hand 157.51 194.75

Balance with scheduled banks

- current accounts 3,600.56 1,924.98

- unpaid dividend bank accounts 6.17 7.44

- deposits with original maturity not more than 3 months 4,618.50 368.16 8,382.74 2,495.33

Consolidated Cash Flow Statement for the year ended 31 December 2015

Notes : 1. Figures given in brackets indicate cash outflow

2. The consolidated cash flow statement has been prepared under Indirect Method as per the Accounting Standard 3 CashFlow Statement issued by the Institute of Chartered Accountants of India.

3. The figures of the previous year have been regrouped/reclassified, where necessary, to conform with the classification ofthe current year.

This is the consolidated cash flow statement referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors(formerly Walker, Chandiok & Co)Chartered AccountantsFirm Registration No. 001076N/N500013

Sudhir N. Pillai Adun Saraban P. ChakornbunditPartner Managing Director Director Membership No: 105782 DIN No.01312769 DIN No.00254312

S. Ramnath R. C. Daga Chief Financial Officer Company Secretary FCA No. 030663 ACS No.576

Place : Mumbai Place : MumbaiDate: 24 February 2016 Date: 24 February 2016

235

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015

CORPORATE INFORMATIONITD Cementation India Limited (‘ITD Cem’ or ‘the Company’) was incorporated in 1978 and is engaged in construction of a wide variety of structures like maritime structures, mass rapid transport systems (MRTS), dams & tunnels, airports, highways, bridges & flyovers and other foundations and specialist engineering work. The activities of the Company comprise only one business segment viz Construction.

1. SIGNIFICANT ACCOUNTING POLICIESA. Basis of preparation and Principles of Consolidation(i) Basis of Preparation of Consolidated Financial Statements

The consolidated financial statements have been prepared to comply in all material respects with the accountingstandards notified by the Companies (Accounting Standards) Rules, 2006 read with Rule 7 to the Companies (Accounts)Rules 2014 in respect of Section 133 of the Companies Act, 2013. The consolidated financial statements are preparedunder the historical cost convention, on an accrual basis of accounting.

The accounting policies applied are consistent with those used in the previous year.

The consolidated financial statement comprises the financial statements of ITD Cementation India Limited (“theHolding Company”) and its subsidiary (the Holding Company and its subsidiary together referred to as “the Group”) andunincorporated jointly controlled entities.

(ii) Principles of ConsolidationThe consolidated financial statements have been prepared on the following basis:

a. The financial statements of the Holding Company and its subsidiary company have been consolidated on a line byline basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances/ transactions and elimination of resulting unrealized profits in accordance with AccountingStandard (‘AS’) - 21 ‘Consolidated Financial Statements’ notified by the Companies (Accounting Standards) Rules,2006 read with Rule 7 to the Companies (Accounts) Rules 2014 in respect of Section 133 of the Companies Act, 2013.

b. The Interests in Joint Ventures which are in the nature of unincorporated jointly controlled entities have beenconsolidated by using the proportionate consolidation method on a line by line basis by adding together the bookvalues of like items of assets, liabilities, income and expenses, after eliminating intra-group balances/ transaction and elimination of resulting unrealized profits in accordance with AS 27 - ‘Financial Reporting of Interests in Joint Ventures’ notified by the Companies (Accounting Standards) Rules, 2006 read with Rule 7 to the Companies (Accounts) Rules2014 in respect of Section 133 of the Companies Act, 2013.

c. Consolidated financial statements are prepared using uniform policies for like transaction and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company’s separate financialstatements.

d. Notes to the consolidated financial statements, represents notes involving items which are considered material andare accordingly duly disclosed. Materiality for the purpose is assessed in relation to the information contained in theconsolidated financial statement. Further, additional statutory information disclosed in separate financial statementsof the subsidiary and/or a parent having no bearing on the true and fair view of the consolidated financial statementhas not been disclosed in the consolidated financial statements.

e. The difference between the cost to the Group of investment in subsidiary and joint ventures and the proportionateshare in the equity of the investee company as at the date of the acquisition of stake is recognized in the consolidated financial statements as goodwill or capital reserve, as the case may be. Goodwill arising on consolidation is tested for impairment annually.

B. Accounting estimatesThe preparation of the consolidated financial statements in conformity with generally accepted accounting principlesrequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent liabilities as at the date of consolidated financial statements and the results of operation during

236

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015

the reported year. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates which are recognised in the year in which they are determined.

C. Fixed assetsTangible assets are stated at cost, less accumulated depreciation and impairment losses, if any. Cost comprises thepurchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowingcosts relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the futurebenefits from the existing asset beyond its previously assessed standard of performance.

Capital work in progress represents expenditure incurred in respect of capital projects under development and are carried at cost. Cost includes related acquisition expenses, construction cost and other direct expenditure.

D. Depreciation on tangible fixed assets(i) Depreciation on tangible assets is provided on straight line basis at useful life prescribed in Schedule II to the

Companies Act, 2013 on a pro-rata basis. However, certain class of plant and machinery are depreciated on the useful life different from the useful life prescribed in Schedule II to the Companies Act, 2013 having regard to useful life ofthose assets in construction projects based on the management’s experience of use of those assets which is in linewith industry practices.

(ii) Leasehold improvements are amortized over the lease period or useful life whichever is lower.

(iii) Depreciation for additions to/deductions from, owned assets is calculated pro rata from/to the month of additions/deductions.

(iv) In case of Joint Ventures, depreciation on fixed assets is provided on straight-line method at the rates determined asper the useful lives of the respective assets and the life of the project.

E. Impairment of assetsThe carrying amounts of the Company’s assets are reviewed at each balance sheet date if there is any indication ofimpairment based on internal/external factors. An impairment loss is recognized whenever the carrying amount of anasset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and its valuein use. Impairment loss is recognized in the Statement of Profit and Loss or against revaluation surplus where applicablebeyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However thecarrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usualdepreciation if there was no impairment.

F. InvestmentsInvestments, which are readily realisable and intended to be held for not more than one year from the date on whichsuch investments are made, are classified as current investments. All other investments are classified as non-currentinvestments.

Current investments are carried in the consolidated financial statements at lower of cost or fair value determined on anindividual investment basis. Non-current investments are carried at cost and provision for diminution in value is made torecognise a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or creditedto the Statement of Profit and Loss.

G. Inventoriesi. Construction materials are valued at cost. Cost is determined on a first-in, first-out method and comprises the

purchase price including duties and taxes (other than those subsequently recoverable by the Company from thetaxing authorities).

237

ii. Tools and equipment are stated at cost less the amount amortised. Tools and equipment are amortised over theirestimated useful lives ranging from 3 to 10 years. Cost is determined by the weighted average method.

iii. Machinery spares that are of regular use are charged to the statement of profit and loss as and when consumed.

iv. Unbilled work in progress: Work done remaining to be certified/billed is recognized as unbilled work in progressprovided it is probable that they will be recovered in the accounts. The same is valued at the realizable value.

H. Revenue recognitioni) On contracts

Revenue from construction contracts is recognised on the basis of percentage completion method. The stage ofcompletion of a contract is determined by the proportion that contract costs incurred for work performed upto thereporting date bear to the estimated total contract costs. Contract revenue earned in excess of certification has beenclassified as “Unbilled work-in-progress” and certification in excess of contract revenue has been classified as “Other current liabilities” in the consolidated financial statements.

Amounts recoverable in respect of the price and other escalation, bonus claims adjudication and variation in contract work required for performance of the contract to the extent that it is probable that they will result in revenue.

In addition, if it is expected that the contract will make a loss, the estimated loss is immediately provided for in thebooks of account.

Contractual liquidated damages, payable for delays in completion of contract work or for other causes, are accounted for as costs when such delays and causes are attributable to the Company or when deducted by the client.

ii) Accounting for Joint Venture ContractsRevenue from long term construction contracts executed in unincorporated joint ventures under work sharingarrangements is recognized on the same basis as similar contracts independently executed by the Company.

(iii) Service IncomeService income is accounted on accrual basis in accordance with the terms of agreement with the parties.

(iv) Insurance claimsInsurance claims are recognized as income based on certainty of receipt.

(v) Interest Income and other incomeInterest and other income are accounted for on accrual basis except where the receipt of income is uncertain in which case it is accounted for on receipt basis.

I. Advances from customers, progress payments and retentionAdvances received from customers in respect of contracts are treated as liabilities and adjusted against progress billingas per terms of the contract.

Progress payments received are adjusted against amount receivable from customers in respect of the contract workperformed.

Amounts retained by the customers until the satisfactory completion of the contracts are recognised as receivables.Where such retention has been released by customers against submission of bank guarantees, the amount so released isadjusted against receivable from customers and the value of bank guarantees is disclosed as a contingent liability.

J. Foreign currency transactionsi. Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount theexchange rate between the reporting currency and the foreign currency at the date of the transaction.

ii. ConversionForeign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015

238

iii. ExchangeDifferencesExchange differences arising on the settlement of monetary items or on reporting company’s monetary items atrates different from those at which they were initially recorded during the year, or reported in previous consolidatedfinancial statements, are recognized as income or as expenses in the year in which they arise.

iv. Forward exchange contracts not intended for trading or speculation purposesThe premium or discount arising at the inception of forward exchange contracts is amortized as expense or incomeover the life of the contract. Exchange differences on such contracts are recognized in the statement of profit andloss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forwardexchange contract is recognized as income or as expense for the year.

K. Employee benefitsi. Defined benefit plan

In terms of the Guidance on implementing Accounting Standard (AS) 15 - Employee Benefits, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Provident Fund set up by the Company istreated as a defined benefit plan. This is administered through trusts of the Company. The Company has to meet theinterest shortfall, if any. Accordingly, the contribution paid or payable and the interest shortfall, if any, is recognisedas an expense in the period in which services are rendered by the employee. Further, the pattern of investments forinvestible funds is as prescribed by the Government. Accordingly, other related disclosures in respect of providentfund have not been made.

Further company has defined benefit plans for post-employment benefits in the form of Gratuity. The Companyhas taken an insurance policy under the Group Gratuity Scheme with the insurance company to cover the GratuityLiability. The liability for Defined Benefit Plans is provided on the basis of valuations, as at the Balance Sheet date,carried out by an independent actuary.

The obligations are measured as the present value of estimated future cash flows discounted at rates reflecting theprevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of theobligations. The estimate of future salary increases considered takes into account the inflation, seniority, promotionand other relevant factors.

The expected rate of return of plan assets is the Company’s expectation of the average long-term rate of returnexpected on investments of the fund during the estimated term of the obligations. Plan assets are measured at fairvalue as at the Balance Sheet date. The actuarial valuation method used by independent actuary for measuring theliability is the Projected Unit Credit method.

ii. Defined contribution plan:The certain employees of the Company are also participant in the superannuation plan, employee state insurancescheme and Labour Welfare Fund scheme which is a defined contribution plan. The Company has no obligations tothe Plan beyond its contributions. The company’s contributions to Defined Contribution Plans are charged to theStatement of Profit and Loss as incurred.

iii. Other employee benefitsThe Company treats accumulated leave expected to be carried forward beyond twelve months, as long-termemployee benefit for the measurement purposes. Such long-term compensated absences are provided for basedon the actuarial valuations using the projected unit credit method at the period end. Accumulated leave which isexpected to be utilised within next 12 months, is treated as short-term employee benefit. Actuarial gains and lossesin respect of the defined benefit plans are recognised in the Statement of Profit and Loss in the period in which theyarise.

L. Earnings Per ShareBasic earnings per share is calculated by dividing the net profit or loss after tax for the year attributable to equityshareholders by the weighted average number of equity shares outstanding during the year. The number of shares used

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015

239

in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential equity shares.

M. TaxationCurrent taxProvision for current tax is recognized based on the estimated tax liability computed after taking credit for allowances and exemptions in accordance with the Income Tax Act, 1961.

Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidencethat the company will pay normal income tax during the specified period. In the year in which the MAT credit becomeseligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued bythe Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of Profit andLoss and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes downthe carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect thatCompany will pay normal Income Tax during the specified period.

Deferred taxDeferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differencesbetween the consolidated financial statements’ carrying amounts of existing assets and liabilities and their respectivetax basis. Deferred tax assets and liabilities are measured using the enacted tax rates or tax rates that are substantivelyenacted at the balance sheet dates. The effect on deferred tax assets and liabilities of a change in tax rates is recognisedin the period that includes the enactment date. Where there is unabsorbed depreciation or carry forward losses, deferredtax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realisedagainst future taxable profits. Other deferred tax assets are recognized only to the extent there is reasonable certainty ofrealization in the future. Such assets are reviewed at each balance sheet date to reassess realization. Timing differencesoriginating and reversing during the tax holiday period are not considered for the purpose of computing deferred taxassets and liabilities.

N. LeasesLeases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, areclassified as operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and Loss account on a straight-line basis over the lease term.

O. Provisions and Contingent LiabilitiesA provision is recognized when the Company has a present obligation as a result of past events and it is probable thatan outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.Provisions are not discounted to their present value and are determined based on management’s best estimates required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflectthe current best estimates.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events, whose existence wouldbe confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the controlof the Company.

Contingent assets are neither recognised nor disclosed in the consolidated financial statements.

P. Cash and cash equivalentsCash and cash equivalents comprise of cash at bank and cash in hand. The Company considers all highly liquid investments with an original maturity of three month or less from date of purchase, to be cash equivalents.

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015

240

2. Share capital

As at 31 December 2015 As at 31 December 2014

Number Amount Number Amount

Authorised Share Capital

Equity shares of H1 (previous year: H10) each 30,00,00,000 3,000.00 3,00,00,000 3,000.00

Redeemable preference shares of H10 each 4,50,00,000 4,500.00 4,50,00,000 4,500.00

34,50,00,000 7,500.00 7,50,00,000 7,500.00

Issued

Equity shares of H1 (previous year: H10) each 15,51,83,160 1,551.83 1,55,18,316 1,551.83

15,51,83,160 1,551.83 1,55,18,316 1,551.83

Subscribed and fully paid-up

Equity shares of H1 (previous year: H10) each 15,51,57,900 1,551.58 1,55,15,790 1,551.58

15,51,57,900 1,551.58 1,55,15,790 1,551.58

a) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting period

As at 31 December 2015 As at 31 December 2014

Number Amount Number Amount

At the beginning of the year 1,55,15,790 1,551.58 1,15,15,790 1,151.58

Add: Conversion on account of share split (Refer note below)

13,96,42,110 - - -

Add : Issued during the year - - 40,00,000 400.00

Balance at the end of the year 15,51,57,900 1,551.58 1,55,15,790 1,551.58

c) Shares held by holding Company

As at 31 December 2015 As at 31 December 2014

Number Amount Number Amount

Equity shares of H1 (previous year: H10) each

Italian-Thai Development Public Company Limited, Thailand

8,01,13,180 801.13 80,11,318 801.13

Pursuant to the approval of the members at the 37th Annual General Meeting of the Company held on 13 May 2015 to the sub-division of the Equity Shares of the Company, each Equity Share of nominal face value of H10 each was sub-divided to 10 (ten) Equity Share of H1 each. The effective date for the said sub-division was 24 August 2015.

b) Terms/rights attached to equity sharesThe Company has only one class of equity shares having a par value of H1 (previous year H10) per share. Each holder ofequity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividendproposed if any by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual GeneralMeeting, except interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets ofthe Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number ofequity shares held by the shareholders.

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

241

3. Reserves and surplus

As at 31 December 2015

As at 31 December 2014

Securities premium account

Balance at the beginning of the year 45,556.44 31,957.38

Add: Additions during the year - 14,000.00

Less: Share issue expenses - (400.94)

Balance at the end of the year 45,556.44 45,556.44

General reserve 676.48 676.48

Surplus in the statement of profit and loss

Balance at the beginning of the year 8,997.30 7,055.87

Add : Transferred from statement of profit and loss (5,930.76) 1,941.43

Less : Adjustment on account of additional depreciation (Refer note 3.1 below) (29.61) -

3,036.93 8,997.30

49,269.85 55,230.22

2. Share capital (Contd..)

d) Shareholders holding more than 5% of the equity shares in the Company as at 31 December 2015

As at 31 December 2015 As at 31 December 2014

Number % Holding Number % Holding

Equity shares of H1 (previous year: H10) each

Italian-Thai Development Public Company Limited, Thailand

8,01,13,180 51.63% 80,11,318 51.63%

HDFC Trustee Company Limited 1,10,33,180 7.11% 10,28,361 6.63%

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

e) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought backduring the period of five years immediately preceeding the reporting date.The Company has not issued any bonus shares, shares for consideration other than cash and bought back any sharesduring five years immediately preceeding the reporting date.

f) Out of the total issued capital, 25,260 (31 December 2014 : 2,526) equity shares of H1 (previous year H10) each have been kept in abeyance pending final settlement of rights issues.

3.1 The Company has provided depreciation on the basis of useful life of fixed assets as mandated by Schedule II of the Companies Act, 2013. Further, in line with Schedule II, the Company undertook technical evaluation of certain fixed assets to determine the true useful life and recomputed the depreciation on that basis. Consequently, the depreciation and loss for the year ended 31 December 2015 is lower by H217 lakhs. Further, H29.61 lakhs (net of tax adjustment of H13.24 lakhs) has been adjusted to the opening balance of the retained earnings where the remaining useful life of the assets was nil as at 1 January 2015.

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

242

4. Long-term borrowings

As at 31 December 2015 As at 31 December 2014

Non-current Current Non-current Current Secured

Rupee term loans- From bank 196.00 1,989.04 3,073.74 3,000.00 - From other parties 315.04 273.94 587.97 865.84

Plant loans- From bank 212.91 100.76 - - - From other party 364.77 281.04 242.89 297.00

Vehicle loans from bank 90.09 39.44 134.01 37.18 Unsecured

Rupee term loan from other party - - - 174.50 1,178.81 2,684.22 4,038.61 4,374.52

Amount disclosed under "Other current liabilities" (Refer note 8)

- (2,684.22) - (4,374.52)

1,178.81 - 4,038.61 -

Rupee term loan - from bank (secured)Term loan obtained from Exim Bank carries interest rate of 11.0 percent per annum. This loan is repayable on 31 July 2017 or on receipt of retention money which ever is earlier. This loan is secured by entire moveable assets of the project.

Term loan obtained from Vijaya Bank carries interest rate of 12.25 percent per annum and repayable in 3 monthly installments starting from November 2015. This loan is secured by hypothecation of Kolkata area depot land.

Rupee term loans from others (secured)Loan obtained from Indiabulls Housing Finance Limited for purchase of office (Kolkata) which carries an interest rate of 13.50 percent per annum and is repayable in 84 monthly installments commencing from April 2013. This loan is secured by hypothecation of the office purchased out of this loan.

Loan obtained from Tata Capital Financial Services Limited carries an interest rate of 13 percent per annum and is repayable in 24 monthly installments commencing from April 2014. This loan is secured by first and exclusive charge on specific equipments financed by the institution.

Plant loans from bank (secured)Loan obtained from Axis bank for purchase of commercial vehicle /construction equipment carry interest rate 10.75 percent per annum and are repayble in 36 monthly installments. These loans are secured by first and exclusive charge on specific vehicle/equipment financed by the bank.

Plant loans from other party (secured)Loans obtained from Tata Capital Limited for purchase of construction equipment carry interest rate ranging between 12.01 to 13.01 percent per annum and are repayable in 57 to 84 monthly installments. These loans are secured by first and exclusive charge on specific equipment financed by the institution.

Vehicle loans from bank (secured)Loan obtained from Axis Bank for purchase of vehicles carry interest rate ranging between 10 to 10.5 percent per annum and are repayble in 60 monthly installments. These loans are secured by hypothecation of the vehicles purchased out of these loans.

5. Long-term provision

As at 31 December 2015

As at 31 December 2014

Provision for employee benefits

- Leave entitlement (Refer note 31) 694.56 563.24 694.56 563.24

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

243

6. Short-term borrowings

As at 31 December 2015

As at 31 December 2014

Secured

Cash credit facilities 38,711.69 67,405.75

Buyer's credit - 713.78Unsecured

Commercial paper 17,500.00 - 56,211.69 68,119.53

7. Trade payables (Refer note 39)As at

31 December 2015As at

31 December 2014

Acceptances 7,265.52 8,048.48

Other trade payables 68,163.76 33,671.03 75,429.28 41,719.51

8. Other current liabilitiesAs at

31 December 2015As at

31 December 2014

Current maturity of long term debt (Refer note 4) 2,684.22 4,374.52

Creditors for capital expenses 145.08 303.35

Interest accrued and due 138.87 83.65

Interest accrued but not due 89.30 122.98

Unpaid dividend * 6.17 7.44

Advances from customers (Refer note 40) 46,411.63 35,514.07

Material received from customers 58.76 102.46

Amount due to customers (Refer note 40) 2,292.94 951.30

Payable to Co-venturer 16.98 15.20

Employee related dues 3,030.12 2,384.98

Statutory dues payable 653.51 924.09

Liability for foreign exchange contracts - 5.64

Others 2,994.25 2,360.64

58,521.83 47,150.32

* Not due for credit to Investor Education and Protection Fund

Cash credit facilities (secured)Cash credit facilities are availed from consortium bankers carries various interest rates ranging from 11.70 to 15.15 percent per annum and are secured by first pari passu charge on the current assets and movable plant and machinery other than those charged in favour of Tata Capital Limited. These facilities are payable on demand.

Commercial Paper (unsecured)Commercial Paper is issued to HDFC Trustee Company Limited and Deutsche Asset Management (India) Private Limited carries an interest rate of 11.50 percent.

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

244

9. Short term provisions

As at 31 December 2015

As at 31 December 2014

Provision for employee benefits

- Gratuity (Refer note 31) 1,317.93 793.62

- Leave entitlement (Refer note 31) 100.42 113.19

- Provident fund 182.11 178.33

Provision for taxation (net of advance tax) 21.11 25.83

1,621.57 1,110.97

10. Tangible assetsFreehold

landLeasehold

improve-ments

Buildings Plant and machinery

Earth-moving

machinery

Officeequipment

and furniture

Vehicles Total

Gross block

Balance as at 1 January 2014 15.32 453.82 1,099.17 42,323.26 6,788.52 2,167.12 458.96 53,306.17

Additions - - - 5,899.83 147.46 65.90 136.18 6,249.37

Deletions - - - (2,041.53) (159.32) (330.53) (12.74) (2,544.12)

Balance as at 31 December 2014 15.32 453.82 1,099.17 46,181.56 6,776.66 1,902.49 582.40 57,011.42

Additions 533.39 - - 4,022.09 793.64 145.57 29.08 5,523.77

Disposals - - (34.51) (1,472.10) (157.37) (121.91) (26.85) (1,812.74)

Balance as at 31 December 2015 548.71 453.82 1,064.66 48,731.55 7,412.93 1,926.15 584.63 60,722.45

Accumulated depreciation

Balance as at 1 January 2014 - 125.43 155.84 23,311.73 5,507.06 1,598.94 250.69 30,949.69

Depreciation charge - 69.80 39.45 3,497.64 461.69 143.28 59.02 4,270.88

Reversal on disposal of assets - - - (1,688.02) (124.83) (357.21) (11.67) (2,181.73)

Effect of change in accounting policy [Refer note 24 & 38(b)]

- - (96.34) (8,263.09) (1,149.72) 18.31 (62.41) (9,553.25)

As at 31 December 2014 - 195.23 98.95 16,858.26 4,694.20 1,403.32 235.63 23,485.59

Depreciation charge - 102.87 16.80 2,773.62 521.86 192.85 57.05 3,665.05

Reversal on disposal of assets - - (13.73) (1,082.95) (132.89) (123.46) (16.53) (1,369.56)

Transition Adjustments (Refer note 3.1)

- - - 0.11 - 40.61 2.13 42.85

As at 31 December 2015 - 298.10 102.02 18,549.04 5,083.17 1,513.32 278.28 25,823.93

Net block

As at 31 December 2015 548.71 155.72 962.64 30,182.51 2,329.76 412.83 306.35 34,898.52

As at 31 December 2014 15.32 258.59 1,000.22 29,323.30 2,082.46 499.17 346.77 33,525.83

Note: Buildings include H0.09 lakhs (31 December 2014 : H0.09 lakhs) being the cost of shares in co-operative housing societies.

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

245

11. Deferred tax assets (net)

As at 31 December 2015

As at 31 December 2014

Deferred tax asset arising on account of (A)

Provision for doubtful debts 1,309.46 975.54

Provision for employee benefits 651.20 496.43

Disallowance u/s 43B as per Income Tax Act, 1961 419.86 318.33

Provision for doubtful deposits 30.14 16.09

Disallowance for forseeable loss as per Income Computation and Disclosure Standards (ICDS )

356.54 -

Unabsorbed depreciation - 1,065.19

Unabsorbed business loss 4,211.56 984.04

Others 11.01 368.78

Total (A) 6,989.77 4,224.40

Deferred tax liability arising on account of (B)

Timing difference between book depreciation and depreciation as per Income Tax Act, 1961

2,566.38 2,739.27

Total (B) 2,566.38 2,739.27

Deferred tax assets (A-B) 4,423.39 1,485.13

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

12. Loans and advances

As at 31 December 2015 As at 31 December 2014

Long-term Short-term Long-term Short-term

(Unsecured, considered good unless otherwise stated)

Capital advances 1,254.11 - 1,012.39 -

Security and other deposits - -

- considered good 293.41 1,526.07 253.46 1,975.47

- considered doubtful - 97.55 - 47.33

Receivable from Holding Company (Refer note 35) - 2,081.27 - 1,172.88 Other loans and advances

Advance recoverable in cash or kind

- considered good - 10,504.79 - 2,820.91

Prepaid expenses - 2,368.23 - 1,526.53

Loans and advances to employees - 20.15 - 16.95

Balances with statutory / government authorities 15,762.74 - 12,574.43 -

Advance income tax (net of provisions for tax) 4,857.25 - 2,755.49 - 22,167.51 16,598.06 16,595.77 7,560.07

Less : Provision for doubtful deposits - (97.55) - (47.33) 22,167.51 16,500.51 16,595.77 7,512.74

246

13. Other non-current assets

As at 31 December 2015

As at 31 December 2014

Non-current bank balances (refer note 17) 16.90 22.00

Interest accrued but not due 6.89 5.54

23.79 27.54

15. Inventories

As at 31 December 2015

As at 31 December 2014

Construction materials 15,242.35 15,920.72

Tools and equipment 5,653.67 5,152.54

Machinery spares 1,826.66 1,817.74

Unbilled work in progress (Refer note 36 and 37) 94,815.39 90,234.22

1,17,538.07 1,13,125.22

14. Current investments

As at 31 December 2015 As at 31 December 2014

No. of Shares Book Value No. of Shares Book Value

(Non-trade, unquoted at lower of cost and fair value)

Investments in equity shares

AVR Infra Private Limited (Face value of H10 each) 2,600 0.26 2,600 0.26

0.26 0.26

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

16. Trade receivables (Refer notes 36 and 37)

As at 31 December 2015 As at 31 December 2014

Long-term Short-term Long-term Short-term

(unsecured, considered good unless otherwise stated)

Trade receivables outstanding for more than six months

- Considered good * 2,863.37 19,330.29 2,863.37 24,565.38

- Considered doubtful - 4,237.73 - 2,870.08

2,863.37 23,568.02 2,863.37 27,435.46

Less: Provision for doubtful debts - (4,237.73) - (2,870.08)

2,863.37 19,330.29 2,863.37 24,565.38

Other debts ** - 11,586.88 - 16,720.43 2,863.37 30,917.17 2,863.37 41,285.81

Notes :

* Includes retention money 571.41 11,040.01 571.41 8,095.83

** Includes retention money - 4,033.27 - 3,410.04

247

17. Cash and bank balances

As at 31 December 2015 As at 31 December 2014

Non-current Current Non-current Current

Cash and cash equivalents

Cash in hand - 157.51 - 194.75

Balance with banks -

- current accounts - 3,600.56 - 1,924.98

- unpaid dividend bank accounts - 6.17 - 7.44

Bank deposits with original maturity not more than 3 months 4,618.50 368.16 - 8,382.74 - 2,495.33

Other bank balances

Deposits with maturity of more than 3 months but less than 12 months *

- 6,377.52 - 222.87

Bank deposits with maturity of more than 12 months ** 16.90 - 22.00 - 16.90 14,760.26 22.00 2,718.20

Less : Amounts disclosed as Other non-current assets (Refer note 13)

(16.90) - (22.00) -

- 14,760.26 - 2,718.20

* Includes H241.65 lakhs (previous year H222.87 lakhs) earmarked against bank guarantees taken by the Company and H10lakhs (previous year H Nil) placed as earnest money deposit

** Placed as earnest money deposit

18. Other current assets

As at 31 December 2015

As at 31 December 2014

Interest accrued but not due 119.10 15.75

119.10 15.75

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

19. Other operating income

Year ended31 December 2015

Year ended 31 December 2014

Service income from unincorporated joint ventures 224.87 652.29

224.87 652.29

248

20. Other Income

Year ended31 December 2015

Year ended 31 December 2014

Interest- on bank deposits 408.15 131.40 - on income tax refund 52.55 320.88 - from customer on settlement 81.01 222.89 - others 41.43 18.30

Other non operating income:- Profit on sale of fixed assets (net) 815.02 - - Exchange gain (net) 20.62 - - Sundry balances written back 235.81 132.13 - Excess provisions of prior year written back - 176.95- Insurance claim 175.49 - - Miscellaneous income 387.33 846.92

2,217.41 1,849.47

21. Employee benefits expense

Year ended31 December 2015

Year ended 31 December 2014

Salaries and wages 19,993.94 17,648.07 Contribution to gratuity (Refer note 31) 725.28 359.44 Contribution to provident and other funds (Refer note 31) 1,386.83 1,278.92 Staff welfare expenses 134.64 77.46

22,240.69 19,363.89

22. Finance costsYear ended

31 December 2015Year ended

31 December 2014Interest expenses

- Cash credit facilities 6,411.07 9,069.73- Long term loan 1,000.77 1,149.08 - Commercial papers 1,386.18 - - Advances from customers 1,814.37 940.89 - Letter of credit 378.44 155.07 - Buyer's credit 5.15 17.84 - Others 123.09 118.13

Other borrowing costs- Applicable net loss on foreign currency transactions and transition 55.71 204.93 - Bank charges and guarantee commission 2,596.58 1,894.70

13,771.36 13,550.37

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

249

23. Other expense

Year ended31 December 2015

Year ended 31 December 2014

Plant hire expenses 5,995.35 4,848.76

Power and fuel 7,097.04 7,057.98

Sales tax on works contracts 8,146.71 5,396.99

Travelling expenses 926.17 890.64

Tools and equipment 1,740.02 1,025.41

Foreseeable loss 231.96 1,329.73

Site transport and conveyance 2,559.47 2,856.71

Repairs and maintenance:

- Plant and machinery 646.13 528.07

- Others 323.81 196.91

Insurance 1,323.74 849.59

Professional fees 2,501.78 2,356.09

Rent (Refer note 41) 2,759.49 2,709.79

Consumption of spares 1,821.82 1,287.58

Security charges 1,308.67 990.34

Temporary site installations 834.75 449.19

Postage, telephone and telegram 214.01 200.27

Auditor remuneration (Refer note 26) 84.40 75.46

Provision for doubtful debts (Refer note 27) 1,367.65 673.69

Provision for doubtful deposits 50.22 47.33

Rates and taxes 86.14 135.76

Water charges 704.61 370.22

Printing and stationery 161.50 137.01

Infotech expenses 294.52 200.66

Service tax 9,794.14 1,300.51

Labour cess 1,851.04 876.66

Exchange loss (net) - 114.74

Directors’ sitting fees 6.05 2.75

CSR expenses 19.74 12.87

Loss on sale of fixed assets (net) - 20.03

Miscellaneous expenses 2,311.47 1,829.18 55,162.40 38,770.92

24. Exceptional items

Year ended31 December 2015

Year ended 31 December 2014

a) Loss on account of one time settlement with National Highway Authorityof India [Refer note 38(a)]

(12,397.19) -

b) Profit for effect of change in depreciation policy from WDV to SLM[Refer note 38(b)]

- 9,553.25

(12,397.19) 9,553.25

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

250

25. Earnings per share

Year ended31 December 2015

Year ended 31 December 2014

Weighted average number of equity shares outstanding during the year 15,51,57,900 12,81,99,000

Add:- Dilutive effect - -

Weighted average number of equity shares used to compute diluted earning/(loss) per share

15,51,57,900 12,81,99,000

Net (loss) / profit after tax attributable to equity shareholders (5,930.76) 1,941.43

Earning per share :

Basic and diluted (3.82) 1.51

26. Auditor remuneration (including service tax)

Year ended31 December 2015

Year ended 31 December 2014

Audit fee 32.64 28.93

Tax audit fee 20.32 14.71

Limited review 27.48 24.73

Certification 2.97 5.96

Out-of-pocket expenses 0.99 1.13

84.40 75.46

27. Provision for doubtful debts

Year ended31 December 2015

Year ended 31 December 2014

Bad debts written off during the year - 17.36

Add: Provision for doubtful debts at the end of year 4,237.73 2,870.08

Less: Provision for doubtful debts at the beginning of year 2,870.08 2,213.75

1,367.65 673.69

28. Commitment*

Year ended31 December 2015

Year ended 31 December 2014

Estimated amount of contracts remaining to be executed on capital accounts and not provided for (net of advances)

417.32 1,977.92

(With effect from record date 24 August 2015, the face value of the Company’s shares have been sub-divided from H10 per share to H1 per share. For the previous year, the equity shares and basic and diluted Earnings per share has been presented to reflect for the split in accordance with Accounting Standard 20 - Earning Per Share)

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

251

29. Contingent Liabilities*

Year ended31 December 2015

Year ended 31 December 2014

a) Guarantees/Letter of credits given by banks in respect of contractingcommitments in the normal course of business

35,140.25 24,943.33

b) Corporate Guarantee given to bank on behalf of Joint Ventures 48,651.00 51,000.00

c) The Company has a number of claims on customers for price escalationand / or variation in contract work. In certain cases which are currentlyunder arbitration, the customers have raised counter-claims.The Company has received legal advice that none of the counter-claimsare legally tenable. Accordingly no provision is considered necessary inrespect of these counter claims.

12,016.77 12,016.77

d) Sales Tax matters pending in appeals 3,901.35 3,738.36

e) Income Tax matters pending in appeal 1,607.91 1,454.27

f) Excise matter pending in appeal 52.00 52.00

g) Entry tax matter pending in appeal - 335.15

* It is not practicable for the company to estimate the timings of cash outflows, if any, in respect of the above pendingresolution of the respective proceedings. The Company does not expect any reimbursements in respect of the abovecontingent liabilities other than stated therein above. Future cash outflows in respect of the above are determinable onlyon receipt of judgments/ decisions pending with various forums/ authorities. The Company does not expect any outflowof economic resources in respect of the above and therefore no provision is made in respect thereof.

30. Particulars of derivative instruments and unhedged foreign currency exposures at the reporting date:

a) Derivative outstanding at the reporting date:

Buyers credit, Trade payables and Acceptances

As at 31 December 2015 As at 31 December 2014

Foreign Currency

Exchange Rate

INR in lakhs

Foreign Currency

Exchange Rate

INR in lakhs

US Dollar Exposure - - - 9,45,307 63.80 603.11

EURO Exposure - - - 2,83,381 77.84 220.58

Total - 823.69

b) Unhedged foreign currency exposures at the reporting date:

Buyers credit, Trade payables and Acceptances

As at 31 December 2015 As at 31 December 2014

Foreign Currency

Exchange Rate

INR in lakhs

Foreign Currency

Exchange Rate

INR in lakhs

US Dollar Exposure 14,526 66.60 9.67 - - -

EURO Exposure 13,811 99.41 13.73 - - -

Total 23.40 -

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

252

31. Employee benefits

i) GratuityThe following tables summarise the components of net benefit expense recognised in the statement of profit and lossand the funded status and amounts recognised in the balance sheet for the respective plans.

31 December 2015 31 December 2014

The amount recognised in the statement of profit and loss :

Current Service Cost 253.12 214.41

Interest Cost 161.75 157.43

Expected return on plan assets (119.56) (109.59)

Net actuarial loss for the year 429.97 97.19 Net benefit expense 725.28 359.44

The amount recognised in the balance sheet :

Defined benefit obligation 2,684.44 2,160.83

Fair value of plan assets 1,366.51 1,367.21 Plan liability 1,317.93 793.62

Changes in the present value of the defined benefit obligations :

Defined benefit obligation at beginning of the year 2,160.83 1,759.84

Current service cost 253.12 214.41

Interest cost 161.75 157.43

Actuarial loss 387.26 145.25

Benefit paid (278.52) (116.10)Present value of defined benefit obligation at end of year 2,684.44 2,160.83

Changes in the fair value of the plan assets of the gratuity plan :

Plan assets at beginning of the period 1,367.21 1,225.67

Expected return on Plan Assets 119.55 109.59

Contributions by employer 200.00 100.00

Benefit Paid (277.54) (116.10)

Actuarial (loss)/gain on plan assets (42.71) 48.05 Fair value of plan assets at end of the year 1,366.51 1,367.21

The amount of defined benefit obligation, plan assets, the defecit thereof and the experience adjustments on plan assets and plan liabilities for the current and previous four years are as follows:

2015 2014 2013 2012 2011

Defined Benefit Obligation 2,684.44 2,160.83 1,759.84 1,714.10 1,473.32

Plan Assets 1,366.51 1,367.21 1,225.67 1,216.84 1,081.14

Deficit (1,317.93) (793.62) (534.17) (497.26) (392.18)

Experience adjustments on plan assets (42.71) 48.05 (82.26) 71.78 (108.93)

Experience adjustment on plan liabilities (387.26) (145.25) 189.33 (118.31) (27.20)

The gratuity fund is invested in a Group Gratuity policy invested with the Life Insurance Corporation of India and Birla Sunlife Insurance. The fair value of plan assets with Life Insurance Corporation of India and Birla Sunlife Insurance as at 31 December 2015 are H0.16 lakhs (31 December 2014 - H0.15 lakhs) and H1,366.35 lakhs (31 December 2014 - H1,367.06 lakhs) respectively. The management understands that the assets in these portfolios are well diversified and as such the long term return thereon is expected to be higher than the rate of return on Government Bonds.

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

253

31. Employee benefits (Contd..)

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

31 December 2015 31 December 2014

The principal assumptions used in determining the gratuity obligations :

Discount rate 8.00% 8.00%

Expected rate of return on plan assets 9.00% 9.00%

Salary esclation rate 5.00% 4.50%

Withdrawal rates Upto age 44 - 5% 45 years & above -2.5%

Upto age 44 - 2% 45 years & above - 1%

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.

ii) The Company’s expense for the superannuation and provident fund aggregates H1,386.83 lakhs during the year (31December 2014 - H1,278.92 lakhs)

‘Provident fund for certain eligible employees is managed by the Company through trust “ The Provident Fund of ITDCementation India Limited”, In line with the Provident Fund and Miscellaneous Provision Act, 1952. The plan guaranteesinterest at the rate notified by the Provident Fund Authorities. The contribution by the employer and employee togetherwith the interest accumulated thereon are payable to employees at the time of separation from the Company or retirement, whichever is earlier. The benefits vests immediately on rendering of the services by the employee.In terms of the guidance note issued by the Accounting Standards Board (ASB) of the Institute of Chartered Accountantsof India for measurement of provident fund liabilities, the valuer has certified that there is no shortfall as at 31 December 2015 and 31 December 2014.

iii) The liability for leave entitlement and compensated absences as at year end is H794.98 lakhs (31 December 2014 :H676.43 lakhs).

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

33. SubsidiaryThe following Subsidiary Company (incorporated in India) has been consolidated in the consolidated financial statementapplying Accounting Standard (AS) - 21:

Name of the Subsidiary

As at 31 December 2015 As at 31 December 2014Proportion of

Ownership Interest

Voting Power Proportion of Ownership

Interest

Voting Power

ITD Cementation Projects India Limited 100% 100% 100% 100%

32. Segment reportingThe activities of the Company comprises of only one business segment viz Construction. The Company operates inonly one geographical segment viz India. Hence the Company’s financial statements also represents the segmentalinformation.

254

34. Unincorporated Jointly Controlled EntitiesThe following unincorporated Jointly Controlled Entities have been consolidated applying Accounting Standard (AS) - 27(“Financial Reporting of Interests in Joint Ventures”).

Name of the Joint Venture% of Participation as at 31 December

2015

% of Participation as at 31 December

2014

ITD Cemindia JV 80% 80%

ITD - ITD Cem JV 49% 49%

ITD - ITDCem JV (Consortium of ITD - ITD Cementation) 40% 40%

ITD-Cem Maytas Consortium 95% 95%All the above are unincorporated jointly controlled entities in India

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

The proportionate share of assets, liabilities, income and expenditure of the unincorporated Jointly Controlled Entities, consolidated in the accounts is tabulated hereunder:

Particulars As at 31 December 2015 As at 31 December 2014

Non-current assets

Net Block 5,585.58 5,395.62Capital work-in-progress 70.37 -Deferred tax assets 801.19 820.93

Current Assets :

Inventories 17,807.59 17,181.30Trade receivables 4,800.88 7,828.00Cash and bank balances 668.34 1,037.61Loans and advances 6,655.19 3,460.84

Total Current Assets (A) 29,932.00 29,507.75Current Liabilities (B) 16,054.38 15,028.02Net Current Assets (A-B) 13,877.62 14,479.73Total Assets 20,334.76 20,696.28Liabilities

Loan Funds :Secured loans 11,238.80 9,455.07

Reserves and surplus

Opening balance of retained earnings 5,909.11 5,398.58Add : (Loss) / profit for the year (603.83) 510.53Add : Share of brought forward loss and exceptional loss on one time settlement with NHAI adjusted against advances to joint venture

1,297.14 -

6,602.42 5,909.11Total Liabilities 17,841.22 15,364.18Revenue

Contract revenue 33,261.33 36,001.47Other income 533.19 1,160.01

Total revenue 33,794.52 37,161.48

255

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

Particulars As at 31 December 2015 As at 31 December 2014

Expenses:

Site and administration expenses 29,629.98 33,874.09Finance costs 2,264.59 1,554.81

Depreciation 1,179.75 1,328.18Total expenses 33,074.32 36,757.08Profit before exceptional item and tax 720.20 404.40

Exceptional item 907.09 -Profit after exceptional item and tax (186.89) 404.40

Provision for tax (397.20) 15.94Deferred tax credit (19.74) (122.07)

(Loss) / profit after tax (603.83) 510.53Capital commitment 107.04 -Contingent liabilities 2,341.86 2,519.28

34. Unincorporated Jointly Controlled Entities (Contd..)

35. Related Party DisclosuresA Names of related parties and description of relationship

Enterprise where control exists - Holding CompanyItalian-Thai Development Public Company Limited

B Other related parties with whom the Company had transactionsi) Key management personnel (KMP)

Mr. Adun Saraban – Managing DirectorMr. S. Ramnath – Chief Financial OfficerMr. R. C. Daga - Company Secretary

ii) Fellow subsidiaryFirst Dhaka Elevated Expressway (FDEE) Company Limited

b) Transactions with related parties for the year are as follows:

Transaction during the yearHolding

CompanyKMP Fellow

subsidiaryContract Revenue

Italian-Thai Development Public Company Limited - - -

(13.95) (-) (-) Dividend paid

Italian-Thai Development Public Company Limited - - -

(80.11) (-) (-) Sale of fixed assets

First Dhaka Elevated Expressway (FDEE) Company Limited - - 78.87

(-) (-) (-) Remuneration

Mr. Adun Saraban - 94.56 -

(-) (81.80) (-)

Mr. S. Ramnath - 52.27 -

(-) (48.36) (-)

Mr. R. C. Daga - 44.69 -

(-) (42.07) (-) (Figures in bracket represents previous year numbers)

256

35 Related Party Disclosures (Contd..)c) Balances at the year end :

Holding Company Fellow subsidiaryTrade receivables

Italian-Thai Development Public Company Limited 25.89 -

(28.91) (-) Advance receivable in cash or kind

First Dhaka Elevated Expressway (FDEE) Company Limited - 78.87

(-) (-) Loan and Advances

Italian-Thai Development Public Company Limited 2,081.27 -

(1,172.88) (-) (Figures in bracket represents previous year numbers)

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

36 Trade receivables and Unbilled Work-in-progress as at 31 December 2015 include amounts aggregating H3,033 lakhs (31 December 2014 - H2,655 lakhs) and H479 lakhs (31 December 2014 - H1,584 lakhs) respectively, which have been outstanding for a substantial period of time . The Company has been actively negotiating for recovery and also pursuing legal action of the balance receivables. In view thereof, management is reasonably confident of their recovery.

37 (a) Long-term trade receivables at 31 December 2015 include variation claims of H309 lakhs (31 December 2014 - H309 lakhs) for which the Company had received an arbitration award in its favour which has subsequently been upheld by the District Court. The customer has challenged this Court Order. However, based on the above arbitration award, Court Order and legal opinion, management is reasonably confident of recovery of these amounts.

(b) Long-term trade receivables and unbilled work-in-progress at 31 December 2015 include H1,140 lakhs (31 December 2014 - H1,140 lakhs ) and H2,756 lakhs (31 December 2014 - H2,756 lakhs) respectively, in respect of a contractwhich has been rescinded by the Company and long-term trade receivables and unbilled work-in-progress as at 31December 2015 includes H1,414 lakhs (31 December 2014 - H1,414 lakhs) and H5,922 lakhs (31 December 2014 -H5,922 lakhs) respectively, in respect of another contract where the Company has received a notice from the customer withdrawing from the Company the balance works to be executed under the contract for which the Company has also issued guarantees aggregating H1,497 lakhs (31 December 2014 - H1,497 lakhs). The Company has made claimsagainst the customer to recover these amounts and has initiated legal action. Based upon legal opinion received,management is reasonably confident of recovery of these amounts of long term trade receivable and unbilled work-in-progress and consequently no changes have been made to the values and classification of these amounts in theconsolidated financial statements.

38 (a) During the year ended 31 December 2015, the Company has signed a definitive agreement with the National Highways Authority of India (NHAI) under which both parties have agreed to settle all awards received, claims under consideration at various forums, pending disputes and amounts outstanding in the Company’s and joint venture’s books of account under trade receivables and unbilled work-in-progress in respect of all the contracts executed by the company and Joint Venture. Pursuant to this settlement the Company including its share in Joint Venture has accounted for the resultant loss on the settlement of H12,397 lakhs which has been disclosed as an exceptional item.

(b) During the year ended 31 December 2014, the Company had, with retrospective effect, changed its method ofproviding depreciation on fixed assets from the ‘Written Down Value’ method to the ‘Straight Line’ method effective1 October 2014. The change in the above accounting policy has resulted in a surplus of H9,553 lakhs relating to thedepreciation already charged upto the period ended 30 September 2014 which has been disclosed as an exceptional item in previous year.

257

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

39 Micro and Small EnterprisesThere are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31 December 2015. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the Company. There is no interest paid or pavable during the year.

40. The disclosures as per provisions of Clauses 38, 39 and 41 of Accounting Standard 7 ‘Construction Contracts’ are asunder:

Year ended31 December 2015

Year ended 31 December 2014

a) Contract revenue recognised as revenue in the period Clause 38 (a) 3,06,870.03 1,71,242.31

b) Aggregate amount of costs incurred and recognised profits up to thereporting date on Contract under progress Clause 39 (a)

9,74,089.03 6,00,087.93

c) Advance received on Contract under progress Clause 39 (b) 46,411.63 35,514.07

d) Retention amounts on Contract under progress Clause 39 ( c) 15,644.69 12,077.28

e) Gross amount due from customers for contract work asan asset Clause 41 (a)

94,815.39 90,234.22

f) Gross amount due to customers for contract work asan liability Clause 41 (b)

2,292.94 951.30

41 Operating leasea) The Company has taken various residential/commercial premises and construction equipment on cancellable operating

lease. These lease agreements are normally renewed on expiry. Rental expenses in the statement of profit and loss forthe year includes lease payments towards premises H2,237.49 lakhs (31 December 2014 - H2,068.90 lakhs).

b) The Company, in addition to above, has taken commercial premises on leases (non-cancellable operating leases). Thefuture minimum lease payments in respect of which as at 31 December 2015 are as follows:

As at 31 December 2015

As at 31 December 2014

Minimum Lease Payments

Payable not later than 1 year 552.00 522.00

Payable later than 1 year and not later than 5 years 230.00 782.00

Payable later than 5 years - -

Total 782.00 1,304.00

These leases have no escalation clauses.

Rental expenses in the statement of profit and loss for the year includes H522.00 lakhs (31 December 2014 - H640.89 lakhs) towards such non-cancellable leases.

c) General descriptions of non-cancellable lease terms :- Lease rentals are charged on the basis of agreed terms.- Assets are taken on lease over a period of 3-5 years.- The Company did not sublease any of its assets and hence did not receive any sub lease payments during the current

or previous year.

258

Summary of significant accounting policies and other explanatory information to the consolidated financial

statements as at and for the year ended 31 December 2015 (Currency : Indian Rupee in lakhs)

42 The tax year for the Company being the year ending 31 March, the provision for taxation for the year is the aggregate of the provision made for the three months ended 31 March 2015 and the provision based on the figures for the remaining nine months up to 31 December 2015, the ultimate tax liability of which will be determined on the basis of the figures for the period 1 April 2015 to 31 March 2016.

43 Previous year figures have been regrouped or reclassified, to conform to the current year’s presentation whereever considered necessary.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors(formerly Walker, Chandiok & Co)Chartered AccountantsFirm Registration No. 001076N/N500013

Sudhir N. Pillai Adun Saraban P. ChakornbunditPartner Managing Director DirectorMembership No: 105782 DIN No.01312769 DIN No.00254312

S. Ramnath R. C. DagaChief Financial Officer Company SecretaryFCA No. 030663 ACS No.576

Place : Mumbai Place : MumbaiDate: 24 February 2016 Date: 24 February 2016

259

ITD Cementation India Limited

Independent Auditors’ Report

To

The Board of Directors of

ITD Cementation India Limited

1. We have audited the accompanying consolidated financial

statements of ITD Cementation India Limited (“the Company”),

its subsidiary and joint ventures (hereinafter collectively referred

to as the “Group”), which comprise the Consolidated Balance

Sheet as at 31 December 2014, the Consolidated Statement

of Profit and Loss and Consolidated Cash Flow Statement for

the year then ended, and a summary of significant accounting

policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these

consolidated financial statements that give a true and fair view

of the consolidated financial position, consolidated financial

performance and consolidated cash flows of the Group in

accordance with accounting principles generally accepted in

India. This responsibility includes the design, implementation and

maintenance of internal control relevant to the preparation and

presentation of the consolidated financial statements that give

a true and fair view and are free from material misstatement,

whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these consolidated

financial statements based on our audit. We conducted our

audit in accordance with the Standards on Auditing issued by

the Institute of Chartered Accountants of India. Those Standards

require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about

whether the consolidated financial statements are free from

material misstatement.

4. An audit involves performing procedures to obtain audit

evidence about the amounts and disclosures in the consolidated

financial statements. The procedures selected depend on the

auditors’ judgment, including the assessment of the risks of

material misstatement of the consolidated financial statements,

whether due to fraud or error. In making those risk assessments,

the auditor considers internal control relevant to the Company’s

preparation and presentation of the consolidated financial

statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances, but not

for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control. An audit also includes

evaluating the appropriateness of accounting policies used

and the reasonableness of the accounting estimates made by

management, as well as evaluating the overall presentation of

the consolidated financial statements.

5. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our qualified

audit opinion.

Basis for Qualified Opinion6. As stated in Note 35 to the Financials Statements, the company’s

trade receivables and unbilled work in progress as at 31 December,

2014 include amounts aggregating H2,655 lakhs and H1,584 lakhs

respectively, being considered as good and fully recoverable by the

management. These amounts are presently under negotiation with

the customers. In the absence of external balance confirmations

from the customers or other alternative audit evidence to corroborate

management’s assessment of recoverability of these balances and

having regard to the age of these receivables, we are unable to

comment on the extent to which these balances are recoverable

and the consequential impact, if any, on the accompanying financial

statements.

Qualified Opinion7. In our opinion and to the best of our information and according

to the explanations given to us except for the possible effects of

the matter described in the Basis for Qualified Opinion paragraph

the consolidated financial statements give a true and fair view in

conformity with the accounting principles generally accepted in

India:

i) in the case of the Consolidated Balance Sheet, of the state

of affairs of the Group as at 31 December 2014;

ii) in the case of the Consolidated Statement of Profit and

Loss, of the profit for the year ended on that date; and

iii) in the case of the Consolidated Cash Flow Statement, of

the cash flows for the year ended on that date.

Emphasis of Matter

8. We draw attention to Note 36 to the consolidated financial

statements regarding long-term trade receivables, trade

receivables and unbilled work in progress aggregating to H2,863

lakhs (31 December 2013: H Nil), H8,521 lakhs (31 December

2013: H11,099 lakhs) and H25,467 lakhs (31 December 2013:

H25,507 lakhs) respectively, outstanding as at 31 December 2014,

representing various claims recognised during the earlier period

based on the terms and conditions implicit in the contracts.

These claims being technical in nature and being subject

matter of arbitration/ litigation, the Company has assessed the

recoverability of these claims based on recommendation of

Dispute Resolution Board, awards received from Arbitration

Tribunal, High Court orders received and legal opinion from

260

Annual Report 2014

an independent counsel. On the basis of such assessment,

management is of the opinion that the claims are tenable and

would be realized in full and accordingly no adjustments have

been made in the Financial Statement. Our opinion is not

qualified in respect of these matters.

9. We draw attention to Note 37 to the consolidated financial

statements which describes the uncertainty related to the

recoverability of group’s share of trade receivables and unbilled

work in progress aggregating to H2,076 lakhs and H2,394 lakhs,

respectively, in ITD Cemindia JV, company’s joint venture,

outstanding as at 31 December 2014, representing various claims

recognized during the earlier periods based on the terms and

conditions implicit in the contracts. These claims being technical

in nature and being subject matter of arbitration/ litigation, the

management of the group has assessed the recoverability of

these dues based on recommendation of Dispute Resolution

Board, awards received from Arbitration Tribunal and legal

opinion from an independent counsel. Pending the ultimate

outcome of these matters which is presently unascertainable, no

adjustments have been made in the accompanying consolidated

financial statements. Our opinion is not qualified in respect of

this matter.

Other Matters

10. We did not audit the financial statements of a subsidiary

included in the consolidated financial statements, whose financial

statements reflect total assets (after eliminating intra-group

transactions) of H4.90 lakhs as at 31 December 2014; total

revenues (after eliminating intra-group transactions) of H0.30

lakhs and net cash flows aggregating to H0.67 lakhs for the year

then ended. These financial statements have been audited by

other auditor whose audit report has been furnished to us by

the management, and our audit opinion on the consolidated

financial statements of the Group for the year then ended to the

extent they relate to the financial statements not audited by us

as stated in this paragraph is based solely on the audit report of

the other auditor. Our opinion is not qualified in respect of this

matter.

For Walker, Chandiok & Co LLP

(Formerly Walker, Chandiok & Co.)

Chartered Accountants

Firm Registration No.: 001076N/N500013

per Amyn Jassani

Partner

Membership No.: 46447

Mumbai

24 February 2015

261

ITD Cementation India Limited

Consolidated Balance Sheet as at 31 December 2014(Currency : Indian Rupee in lakhs)

NotesAs at

31st December 2014

As at

31st December 2013

EQUITY AND LIABILITIES

Shareholders’ Funds

Share capital 2 1,551.58 1,151.58

Reserves and surplus 3 55,230.22 39,689.74

56,781.80 40,841.32

Non-Current Liabilities

Long-term borrowings 4 4,038.61 1,140.91

Long-term provisions 5 563.24 417.37

4,601.85 1,558.28

Current Liabilities

Short-term borrowings 6 68,119.53 68,522.34

Trade payables 7 41,719.51 29,646.80

Other current liabilities 8 47,135.12 44,305.07

Short-term provisions 9 1,110.97 1,166.89

158,085.13 143,641.10

Total 219,468.78 186,040.70

ASSETS

Non-Current Assets

Fixed Assets

Tangible assets 10 33,525.83 22,356.48

Capital work-in-progress 328.36 672.87

Deferred tax assets 11 1,485.13 2,121.88

Long-term loans and advances 12 16,595.77 15,620.11

Long-term trade receivables 16 2,863.37 -

Other non-current assets 13 27.54 22.00

54,826.00 40,793.34

Current Assets

Current investment 14 0.26 0.26

Inventories 15 113,125.22 95,682.59

Trade receivables 16 41,285.81 40,158.45

Cash and bank balances 17 2,718.20 3,191.82

Short-term loans and advances 12 7,497.54 6,180.96

Other current assets 18 15.75 33.28

164,642.78 145,247.36

Total 219,468.78 186,040.70

Notes 1 to 43 form an integral part of these consolidated financial statements

This is the consolidated balance sheet referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

(formerly Walker, Chandiok & Co.)

Chartered Accountants

Firm Registration No. 001076N/N500013

Amyn Jassani Adun Saraban P. Chakornbundit

Partner Managing Director Director

Membership No: 46447

S. Ramnath R. C. Daga

Chief Financial Officer Company Secretary

Mumbai Mumbai

24 February 2015 24 February 2015

262

Annual Report 2014

Consolidated Statement of Profit and Loss for the year ended 31 December 2014

(Currency : Indian Rupee in lakhs)

Notes Year ended

31st December 2014

Year ended

31st December 2013

REVENUE

Contract revenue 171,242.31 157,836.53

Other operating income 19 652.29 570.69

Other income 20 1,849.47 3,396.12

Total 173,744.07 161,803.34

EXPENSES

Cost of materials consumed 64,392.02 51,332.05

Sub-contract expense 40,260.28 32,123.64

Employees benefits expense 21 19,363.89 19,229.40

Finance costs 22 13,550.37 12,831.96

Depreciation expense 10 4,270.88 4,422.83

Other expenses 23 38,770.92 39,472.88

Total Expenses 180,608.36 159,412.76

(Loss)/profit before exceptional item & tax (6,864.29) 2,390.58

Exceptional item (Refer note 1 A.1) 9,553.25 -

Profit before tax 2,688.96 2,390.58

Tax expense

Current tax (964.52) (1,833.53)

Less: Minimum alternative tax credit entitlement 720.23 -

Short provision for tax for earlier years 132.69 25.41

Deferred tax (charge)/credit (635.93) 348.45

Net profit for the year 1,941.43 930.91

Earnings per equity share (face value of H10 each) 24

Before exceptional item

Basic and diluted (59.38) 8.08

After exceptional item

Basic and diluted 15.14 8.08

Notes 1 to 43 form an integral part of these consolidated financial statements

This is the consolidated statement of profit and loss referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

(formerly Walker, Chandiok & Co.)

Chartered Accountants

Firm Registration No. 001076N/N500013

Amyn Jassani Adun Saraban P. Chakornbundit

Partner Managing Director Director

Membership No: 46447

S. Ramnath R. C. Daga

Chief Financial Officer Company Secretary

Mumbai Mumbai

24 February 2015 24 February 2015

263

ITD Cementation India Limited

Consolidated Cash Flow Statement for the year ended 31 December 2014(Currency : Indian Rupee in lakhs)

Year ended

31st December 2014

Year ended

31st December 2013

CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 2,688.96 2,390.58

Adjustments for :

Depreciation 4,270.88 4,422.83

Depreciation written back (9,553.25) -

Finance cost 13,550.37 12,831.96

Interest income (149.70) (1,148.76)

Provision for doubtful debts 673.69 678.17

Provision for doubtful advances 47.33 49.56

Loss/(profit) on sale of fixed assets (net) 20.03 (52.77)

Sundry balances written back (132.13) (819.47)

Prior years provision written back (176.95) (883.55)

Operating profit before working capital changes 11,239.23 17,468.55

Adjustment for change in working capital

Increase in Inventories (17,442.63) (348.45)

(Increase)/decrease in Trade receivables (4,664.43) (4,451.68)

(Increase)/decrease) in Loans and advances (4,051.90) (3,053.19)

Increase/(decrease) in Trade payables and other current liabilities 18,662.17 10,233.27

Cash generated from operations 3,742.44 19,848.50

Direct taxes refunds/(paid 621.16 (1,160.94)

Net cash generated from operating activities 4,363.60 18,687.56

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (including capital work in progress) (4,912.77) (5,829.42)

Proceeds from sale of fixed assets 342.37 198.47

Fixed deposit with bank (maturity beyond three months) (222.87) (795.89)

Proceeds from fixed deposit with bank (maturity beyond three months) 795.89 406.71

Interest received 161.69 1,139.80

Net cash used in investing activities (3,835.69) (4,880.33)

264

Annual Report 2014

Consolidated Cash Flow Statement (contd.) for the year ended 31 December 2014(Currency : Indian Rupee in lakhs)

Year ended

31st December 2014

Year ended

31st December 2013

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of share capital - QIP (net of share issue expenses) 13,999.05 -

Repayment/(proceeds) from short term borrowings (net) (402.81) 5,581.13

Proceeds from long term borrowings 6,841.34 1,020.56

Repayment of long term borrowings (6,857.11) (7,993.94)

Interest paid (13,874.75) (13,023.57)

Dividend paid (114.66) (228.98)

Tax on distributed profits (19.57) (39.14)

Net cash (used in)/generated from financing activities (428.51) (14,683.94)

Net increase/(decrease) in cash and cash equivalents 99.40 (876.71)

Cash and cash equivalents at the beginning of year 2,395.93 3,272.64

Cash and cash equivalents at the end of year 2,495.33 2,395.93

Components of cash and cash equivalents (Refer note 17)

Cash in hand 194.75 164.56

Balance with scheduled banks

- current accounts 1,924.98 1,930.43

- dividend bank accounts 7.44 6.94

- deposits with maturity not more than 3 months 368.16 294.00

2,495.33 2,395.93

Notes :

1. Figures given in brackets indicate cash outflow

2. The consolidated cash flow statement has been prepared under Indirect Method as per the Accounting Standard 3 Cash Flow Statement

issued by the Institute of Chartered Accountants of India.

3. The figures of the previous year have been regrouped/reclassified, where necessary, to conform with the classification of the current

year.

This is the consolidated cash flow statement referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

(formerly Walker, Chandiok & Co.)

Chartered Accountants

Firm Registration No. 001076N/N500013

Amyn Jassani Adun Saraban P. Chakornbundit

Partner Managing Director Director

Membership No: 46447

S. Ramnath R. C. Daga

Chief Financial Officer Company Secretary

Mumbai Mumbai

24 February 2015 24 February 2015

265

ITD Cementation India Limited

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014

CORPORATE INFORMATION

ITD Cementation India Limited (‘ITD Cem’ or ‘the Company’) was

incorporated in 1978 and is engaged in construction of a wide variety

of structures like maritime structures, mass rapid transport systems

(MRTS), dams & tunnels, airports, highways, bridges & flyovers,

buildings and other foundations and specialist engineering work. The

activities of the Company comprise only one business segment viz

Construction.

I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Preparation

The consolidated financial statements have been are prepared

to comply in all material respects with the notified accounting

standards by the Companies (Accounting Standards) Rules,

2006, the provisions of the Companies Act, 2013 (to the extent

notified) and the Companies Act, 1956 (to the extent applicable)

and guidelines issued by the Securities and Exchange Board of

India (SEBI). The financial statements are prepared under the

historical cost convention, on an accrual basis of accounting. The

accounting policies applied are consistent with those used in the

previous year.

The accounting policies adopted in the preparation of financial

statement are consistent with those of previous year except for

the change in accounting policy of the Company as explained

below.

A.1 Summary of change in accounting policy

Upto the period ended 30 September 2014, the Company had

been accounting for depreciation on fixed assets based on written

down value method. Effective 1 October 2014, the Company

has with retrospective effect changed its method of providing

depreciation on fixed assets from the ‘Written Down Value’

method to the ‘Straight Line’ method. Management believes that

this change will result in more appropriate presentation and will

give a systematic basis of depreciation charge, representative of

the time pattern in which the economic benefits will be derived

from the use of these assets. The Company has also carried out

a technical evaluation to assess the revised useful life of fixed

assets. The change in the above accounting policy has resulted

in a surplus of H9,553.25 lakhs relating to the depreciation

already charged upto the period ended 30 September 2014

which has been disclosed as an exceptional item. Had the

Company continued to use the earlier method of depreciation,

the depreciation expense for the current year would have been

higher by H192.49 lakhs.

B. Principles of Consolidation

The consolidated financial statements relate to the Company,

its subsidiary company, and its unincorporated Joint Ventures in

the form of Jointly Controlled Entities (collectively referred to

as the ‘Group’). The consolidated financial statements have been

prepared on the following basis:

i. The financial statements of the company, its subsidiary

company have been consolidated on a line by line basis

by adding together the book values of like items of assets,

liabilities, income and expenses, after fully eliminating intra-

group balances and intra-group transactions resulting in

unrealized profit or unrealized cash losses in accordance

with Accounting Standard (AS) - 21 “Consolidated Financial

Statements” notified by the Companies (Accounting

Standards) Rules, 2006, (as amended).

ii. The Interests in Joint Ventures which are in the nature of

jointly controlled entities have been consolidated by using

the proportionate consolidation method on a line by line

basis by adding together the book values of like items of

assets, liabilities, income and expenses, after eliminating

intra-group balances and intra-group transactions resulting

in group unrealized profit or unrealized cash losses as per

the Accounting Standard (AS) 27 “Financial Reporting

of Interests in Joint Ventures” notified by the Companies

(Accounting Standards) Rules, 2006, (as amended).

iii. Consolidated financial statements are prepared using

uniform policies for like transaction and other events in

similar circumstances and are presented, to the extent

possible, in the same manner as the Company’s separate

financial statements.

iv. Notes to the consolidated financial statements, represents

notes involving items which are considered material and

are accordingly duly disclosed. Materiality for the purpose

is assessed in relation to the information contained in the

consolidated financial statement. Further, additional statutory

information disclosed in separate financial statements of the

subsidiary and/or a parent having no bearing on the true

and fair view of the consolidated financial statement has

not been disclosed in the consolidated financial statements.

v. The difference between the cost to the Group of investment

in subsidiary and joint ventures and the proportionate

share in the equity of the investee company as at the date

of the acquisition of stake is recognized in the consolidated

financial statements as goodwill or capital reserve, as the

case may be. Goodwill arising on consolidation is tested for

impairment annually.

C. Accounting estimates

The preparation of the financial statements in conformity with

generally accepted accounting principles requires management

to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent

liabilities as at the date of financial statements and the results of

266

Annual Report 2014

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014

operation during the reported period. Although these estimates

are based upon management’s best knowledge of current events

and actions, actual results could differ from these estimates.

D. Fixed assets

Fixed assets are stated at cost, less accumulated depreciation and

impairment losses, if any. Cost comprises the purchase price and

any attributable cost of bringing the asset to its working condition

for its intended use. Borrowing costs relating to acquisition of

fixed assets which takes substantial period of time to get ready

for its intended use are also included to the extent they relate to

the period till such assets are ready to be put to use.

E. Depreciation on tangible fixed assets

(i) Depreciation was provided as per the straight-line method

for assets acquired up to 31 March 1993 and as per the

written-down value method for assets acquired on or after

1 April 1993 using the rates prescribed under Schedule XIV

of Companies Act 1956.

Effective 1 October 2014, method of depreciation on

fixed assets is changed from written down value to straight

line method (as explained in A.1above) using the rates

prescribed under the Schedule XIV to the Companies Act,

1956. However in respect of the following asset categories,

depreciation is provided at higher rates in line with their

estimated useful life.

Tangible Assets Rate of Depreciation (% p.a.)

i) Plant and Machinery

a) Drilling machines,

demolition & cutting tools

8.33

b) Pumps, Ventilation Fans 8.33

c) Mining Cars, Mucking units 8.33

d) Other minor plant &

equipment of construction

activity

8.33

ii) Office Equipment 20.00

iii) Furniture and Fixtures 10.00

(ii) In case of Joint Ventures, depreciation on fixed assets is

provided on straight-line method at the rates determined

as per the useful lives of the respective assets and the life of

the project.

(iii) Leasehold improvements are amortised over the lease

period or useful life whichever is lower.

(iv) Depreciation for additions to/deductions from, owned

assets is calculated pro rata from/to the month of additions/

deductions.

(v) Individual assets costing less than H5,000 are depreciated in

full in the year they are put to use.

F. Impairment

The carrying amounts of the Company’s assets are reviewed at

each balance sheet date if there is any indication of impairment

based on internal/external factors. An impairment loss is

recognized whenever the carrying amount of an asset exceeds

its recoverable amount. The recoverable amount is the greater

of the assets net selling price and its value in use. Impairment

loss is recognized in the Statement of Profit and Loss or against

revaluation surplus where applicable beyond the carrying value

that would have prevailed by charging usual depreciation if there

was no impairment.

A previously recognized impairment loss is increased or reversed

depending on changes in circumstances. However the carrying

value after reversal is not increased beyond the carrying value

that would have prevailed by charging usual depreciation if there

was no impairment.

G. Investments

Long term investments are stated at cost and diminution

in carrying amount, other than temporary, is written down/

provided for. Investments in integrated Joint Ventures are carried

at cost of net of adjustments for Company’s share in profits or

losses as recognised. Investments that are readily realisable and

intended to be held for not more than a year are classified as

current investments. Current investments are carried at lower of

cost and fair value determined on an individual investment basis.

H. Inventories

Construction materials are valued at cost. Identified direct

materials remaining on completion of contract are valued at

their estimated scrap value. Cost is determined on a first-in,

first-out method and comprises the purchase price including

duties and taxes (other than those subsequently recoverable by

the enterprise from the taxing authorities).

Tools and equipment are stated at cost less the amount amortised.

Tools and equipment are amortised over their estimated useful

lives ranging from 3 to 10 years. Cost is determined by the

weighted average method.

Machinery spares that are of regular use are charged to the

statement of profit and loss as and when consumed.

Unbilled work in progress: Work done remaining to be certified/

billed as unbilled work in progress provided it is probable that

they will be recovered in the accounts. The same is valued at the

realizable value.

I. Revenue recognition

i. On contracts

Revenue from construction contracts is recognised on

the basis of percentage completion method. The stage of

completion of a contract is determined by the proportion

267

ITD Cementation India Limited

that contract costs incurred for work performed upto the

reporting date bear to the estimated total contract costs.

Amounts recoverable in respect of the price and other

escalation, bonus claims adjudication and variation in

contract work required for performance of the contract to

the extent that it is probable that they will result in revenue.

In addition, if it is expected that the contract will make

a loss, the estimated loss is provided for in the books of

account.

Contractual liquidated damages, payable for delays in

completion of contract work or for other causes, are

accounted for as costs when such delays and causes are

attributable to the Company or when deducted by the

client.

ii. On insurance claims

Insurance claims are recognized as income based on

certainty of receipt.

iii. Management Fee

Management Fee income is recognized based on the

contractual terms with the parties.

J. Advances from customers, progress payments and retention

Advances received from customers in respect of contracts are

treated as liabilities and adjusted against progress billing as per

terms of the contract.

Progress payments received are adjusted against amount

receivable from customers in respect of the contract work

performed.

Amounts retained by the customers until the satisfactory

completion of the contracts are recognised as receivables.

Where such retention has been released by customers against

submission of bank guarantees, the amount so released is

adjusted against receivable from customers and the value of

bank guarantees is disclosed as a contingent liability.

K. Foreign currency transactions

i. Initial Recognition

Foreign currency transactions are recorded in the reporting

currency, by applying to the foreign currency amount the

exchange rate between the reporting currency and the

foreign currency at the date of the transaction.

ii. Conversion

Foreign currency monetary items are reported using the

closing rate. Non monetary items which are carried in

terms of historical cost denominated in a foreign currency

are reported using the exchange rate at the date of the

transaction.

iii. Exchange Differences

Exchange differences arising on the settlement of monetary

items or on reporting company’s monetary items at rates

different from those at which they were initially recorded

during the year, or reported in previous financial statements,

are recognized as income or as expenses in the year in

which they arise.

iv. Forward exchange contracts not intended for trading or

speculation purposes

The premium or discount arising at the inception of

forward exchange contracts is amortized as expense or

income over the life of the contract. Exchange differences

on such contracts are recognized in the statement of profit

and loss in the year in which the exchange rates change.

Any profit or loss arising on cancellation or renewal of

forward exchange contract is recognized as income or as

expense for the year.

L. Retirement and other employee benefits

i. Defined benefit plan

In terms of the Guidance on implementing Accounting

Standard (AS) 15 - Employee Benefits, issued by the

Accounting Standards Board of the Institute of Chartered

Accountants of India, the Provident Fund set up by the

company is treated as a defined benefit plan. This is

administered through trusts of the company and the

company has no further obligation beyond making the

contributions. The Company has to meet the interest

shortfall, if any. However, as at the year end, no shortfall

remains provided for. Further, the pattern of investments

for investible funds is as prescribed by the Government.

Accordingly, other related disclosures in respect of

provident fund have not been made.

Further company has defined benefit plans for post-

employment benefits in the form of Gratuity. The Company

has taken an Insurance Policy under the Group Gratuity

Scheme with the insurance company to cover the Gratuity

Liability. The liability for Defined Benefit Plans is provided on

the basis of valuations, as at the Balance Sheet date, carried

out by an independent actuary.

The obligations are measured as the present value of

estimated future cash flows discounted at rates reflecting

the prevailing market yields of Indian Government securities

as at the Balance Sheet date for the estimated term of

the obligations. The estimate of future salary increases

considered takes into account the inflation, seniority,

promotion and other relevant factors.

The expected rate of return of plan assets is the company’s

expectation of the average long-term rate of return

expected on investments of the fund during the estimated

term of the obligations. Plan assets are measured at fair

value as at the Balance Sheet date. The actuarial valuation

method used by independent actuary for measuring the

liability is the Projected Unit Credit method.

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014

268

Annual Report 2014

ii. Defined contribution plan

The certain employees of the Company are also participant

in the superannuation plan which is a defined contribution

plan. The Company has no obligations to the Plan beyond

its contributions.

The company’s contributions to Defined Contribution

Plans are charged to the Statement of Profit and Loss as

incurred.

iii. Other employee benefits

The employees of the company are also entitled for Leave

availment and/or Encashment as per the company’s policy.

The liability for Leave Entitlement is provided on the basis

of valuation, as at Balance Sheet date, carried out by an

independent actuary. The actuarial valuation method used

for measuring the liability is the Projected Unit Credit

method.

Termination benefits are recognised as an expense as and

when incurred.

Actuarial gains and losses comprise experience adjustments

and the effects of changes in actuarial assumptions and are

recognised immediately in the Statement of Profit and Loss

as income or expense.

M. Earnings per share

Basic earnings per share is calculated by dividing the net profit

or loss after tax for the year attributable to equity shareholders

by the weighted average number of equity shares outstanding

during the year. The number of shares used in computing diluted

earnings per share comprises the weighted average number of

shares considered for deriving basic earnings per share and also

the weighted average number of shares which could have been

issued on conversion of all dilutive potential equity shares.

N. Taxation

Current tax

Provision for current tax is recognized based on the estimated

tax liability computed after taking credit for allowances and

exemptions in accordance with the Income Tax Act, 1961.

Minimum Alternative Tax (MAT) credit is recognised as an asset

only when and to the extent there is convincing evidence that the

company will pay normal income tax during the specified period.

In the year in which the MAT credit becomes eligible to be

recognized as an asset in accordance with the recommendations

contained in Guidance Note issued by the Institute of Chartered

Accountants of India, the said asset is created by way of a credit

to the Statement of Profit and Loss and shown as MAT Credit

Entitlement. The Company reviews the same at each balance

sheet date and writes down the carrying amount of MAT Credit

Entitlement to the extent there is no longer convincing evidence

to the effect that Company will pay normal Income Tax during

the specified period.

Deferred tax

Deferred tax assets and liabilities are recognized for the future

tax consequences attributable to timing differences between

the financial statements’ carrying amounts of existing assets and

liabilities and their respective tax basis. Deferred tax assets and

liabilities are measured using the enacted tax rates or tax rates

that are substantively enacted at the Balance Sheet dates. The

effect on deferred tax assets and liabilities of a change in tax

rates is recognised in the period that includes the enactment

date. Where there is unabsorbed depreciation or carry forward

losses, deferred tax assets are recognized only if there is virtual

certainty supported by convincing evidence that they can be

realised against future taxable profits. Other deferred tax assets

are recognized only to the extent there is reasonable certainty

of realization in the future. Such assets are reviewed at each

Balance Sheet date to reassess realization. Timing differences

originating and reversing during the tax holiday period are not

considered for the purpose of computing deferred tax assets

and liabilities.

O. Leases

Leases, where the lessor effectively retains substantially all the

risks and benefits of ownership of the leased term, are classified

as operating leases. Operating lease payments are recognized

as an expense in the statement of profit and loss account on a

straight-line basis over the lease term.

P. Provisions and Contingent Liabilities

A provision is recognized when the Company has a present

obligation as a result of past events and 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. Provisions

are not discounted to their present value and are determined

based on management’s best estimates required to settle the

obligation at the Balance Sheet date. These are reviewed at each

Balance Sheet date and adjusted to reflect the current best

estimates.

Contingent Liabilities are disclosed in respect of possible

obligations that arise from past events, whose existence would

be confirmed by the occurrence or non-occurrence of one or

more uncertain future events not wholly within the control of

the Company.

Q. Cash and cash equivalents

Cash and cash equivalents in the cash flow statement comprise

cash at bank and in hand and short-term investments with an

original maturity of three months or less.

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014

269

ITD Cementation India Limited

2. Share capital

As at 31st December 2014 As at 31st December 2013

Number Amount Number Amount

Authorised Share Capital

Equity shares of H10 each 30,000,000 3,000.00 15,000,000 1,500.00

Redeemable preference shares of H10 each 45,000,000 4,500.00 60,000,000 6,000.00

75,000,000 7,500.00 75,000,000 7,500.00

The Authorised share capital of the Company as at 31 December 2013 was H750,000,000 consisting of 15,000,000 Equity shares of H10 each

and 60,000,000 Redeemable preference shares of H10 each respectively. During the year, the shareholders of the Company have approved the

reclassification of Authorised share capital into 30,000,000 Equity shares of H10 each and 45,000,000 Redeemable preference shares of H10

each respectively aggregating H750,000,000 through postal ballot.

Issued

Equity shares of H10 each 15,518,316 1,551.83 11,518,316 1,151.83

15,518,316 1,551.83 11,518,316 1,151.83

Subscribed and fully paid-up

Equity shares of H10 each 15,515,790 1,551.58 11,515,790 1,151.58

15,515,790 1,551.58 11,515,790 1,151.58

a) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting period

As at 31st December 2014 As at 31st December 2013

Number Amount Number Amount

Balance at the beginning of the year 11,515,790 1,151.58 11,515,790 1,151.58

Add : Issued during the year 4,000,000 400.00 - -

Balance at the end of the year 15,515,790 1,551.58 11,515,790 1,151.58

d) Shareholders holding more than 5% of the equity shares in the Company as at 31 December 2014

As at 31st December 2014 As at 31st December 2013

Number % Holding Number % Holding

Equity shares of H10 each

Italian-Thai Development Public Company Limited, Thailand 8,011,318 51.63 8,011,318 69.57

HDFC Trustee Company Limited 1,028,361 6.63 - -

c) Shares held by holding Company

As at 31st December 2014 As at 31st December 2013

Number Amount Number Amount

Equity shares of H10 each

Italian-Thai Development Public Company Limited, Thailand 8,011,318 801.13 8,011,318 801.13

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

b) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of H10 per share. Each holder of equity shares is entitled to one vote

per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed, if any, by the Board of Directors is subject

to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend.

During the year, H Nil (31 December 2013 : H1.00) per share dividend recognised as distributions to equity share holders.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company,

after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the

shareholders.

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders

regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

270

Annual Report 2014

4. Long-term borrowings

As at 31st December 2014 As at 31st December 2013

Non-current Current Non-current Current

Secured

Rupee term loans

- from bank 3,073.74 3,000.00 - 4,900.00

- from others 587.97 865.84 463.34 57.57

Plant loans from financial institution 242.89 297.00 433.61 324.92

Vehicle loans from bank 134.01 37.18 72.23 19.23

Unsecured

Rupee term loan

- from others - 174.50 171.73 1,986.27

4,038.61 4,374.52 1,140.91 7,287.99

Amount disclosed under "Other current liabilities" (Refer note 8) - (4,374.52) - (7,287.99)

4,038.61 - 1,140.91 -

3. Reserves and surplus

As at

31st December 2014

As at

31st December 2013

Securities premium account

Balance at the beginning of the year 31,957.38 31,957.38

Add: Additions during the year 14,000.00 -

Less: QIP expenses adjusted (400.94) -

Balance at the end of the year 45,556.44 31,957.38

General reserve

Balance at the beginning of the year 676.48 653.21

Add: Transferred from statement of profit and loss - 23.27

Balance at the end of the year 676.48 676.48

Surplus in the statement of profit and loss

Balance at the beginning of the year 7,055.87 6,284.75

Add : Transferred from statement of profit and loss 1,941.43 930.91

Less : Transferred to general reserve - (23.27)

Less : Proposed dividend on equity shares - (115.16)

Less : Tax on proposed equity dividend - (19.57)

Less : Tax on equity dividend for earlier year - (1.78)

8,997.30 7,055.88

55,230.22 39,689.74

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

e) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period

of five years immediately preceding 31 December 2014

The Company has not issued any bonus shares nor has there been any buy back of shares during five years immediately preceding

31 December 2014.

f) Out of the total issued capital, 2,526 (31 December 2013 : 2,526) equity shares of H10 each have been kept in abeyance pending final

settlement of rights issues.

g) The Company has issued and allotted 4,000,000 equity shares of H10 each fully paid for cash at a premium of H350 per equity share to

Qualified Institutions Buyers (“QIB”) aggregating to H14,400 lakhs.

Expenses in relation to shares issued to QIB aggregating to H400.94 lakhs debited to Securities premium account.

2. Share capital (contd.)

271

ITD Cementation India Limited

Rupee term loan - from bank (secured)

Term loan obtained from Exim Bank carries interest rate of 12.25 percent per annum. This loan is repayable in six quarterly installments

commenced from December 2013.

Term loan obtained from Vijaya Bank carries interest rate of 12.25 percent per annum and repayable in three monthly installments starting from

November 2015. This loan is secured by hypothecation of Kolkata area depot land.

Rupee term loans from others (secured)

Loan obtained from Indiabulls Housing Finance Limited for purchase of office premises (Kolkata) which carries an interest rate of 13.50 percent

per annum and is repayable in 84 monthly installments commenced from April 2013. This loan is secured by hypothecation of the office

purchased out of this loan.

Loan obtained from Tata Capital Financial Services Limited carries an interest rate of 13 percent per annum and is repayable in 24 monthly

Plant loan from financial institution (secured)

Loan obtained from Tata Capital Limited for purchase of construction equipment carries interest rate ranging between 13.01 to 13.25 percent

per annum and are repayable in 57 to 84 monthly installments. These loans are secured by first and exclusive charge on specific equipment

financed by the institution.

Vehicle loan from bank (secured)

Loan obtained from AXIS Bank for purchase of vehicles carries interest rate ranging between 10 to 10.5 percent per annum and are repayable

in 60 monthly installments. These loans are secured by hypothecation of the vehicles purchased out of these loans.

Term loan - from financial institution (unsecured)

Term loan obtained from SREI Equipment Finance Private Limited carries interest rate of 11.56 percent per annum. These loans are repayable

in 29 monthly installments commenced from September 2012.

4. Long-term borrowings (contd.)

5. Long-term provision

As at

31st December 2014

As at

31st December 2013

Provision for employee benefits

- Leave entitlement (Refer note 30) 563.24 417.37

563.24 417.37

6. Short-term borrowings

As at

31st December 2014

As at

31st December 2013

Secured

Working capital loans from banks 67,405.75 63,411.58

Buyer's credit 713.78 5,110.76

68,119.53 68,522.34

Working capital loan from banks

Working capital loans availed from consortium bankers carries interest rates ranging between 11.7 to 15.7 percent per annum and are secured

by first pari passu charge on the current assets and movable plant and machinery other than those charged in favour of Tata Capital Limited.

These facilities are repayable on demand.

Buyer’s credit

Buyer credit loans obtained from bankers carries interest of LIBOR plus 1.5 to 3.5 percent per annum (quarterly rests). These loans are secured

by first pari passu charge on the current assets and movable plant and machinery other than those charged in favour of Tata Capital Limited.

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

installments commenced from April 2014. This loan is secured by first and exclusive charge on specific equipments financed by the institution.

272

Annual Report 2014

7. Trade payables (Refer note 38)

As at

31st December 2014

As at

31st December 2013

Acceptances 8,048.48 1,517.69

Other than acceptances 33,671.03 28,129.11

41,719.51 29,646.80

8. Other current liabilities

As at

31st December 2014

As at

31st December 2013

Current maturity of long term debt (Refer note 4) 4,374.52 7,287.99

Creditors for capital expenses 303.35 62.77

Interest accrued and due 83.65 143.86

Interest accrued but not due 122.98 387.15

Unclaimed dividend * 7.44 6.94

Advances from customers (Refer note 39) 35,514.07 29,283.28

Material received from customers 102.46 213.06

Amount due to customers (Refer note 39) 951.30 2,177.52

Employee related dues 2,384.98 2,299.32

Statutory dues payable 924.09 907.24

Liability for foreign exchange contracts 5.64 242.73

Others 2,360.64 1,293.21

47,135.12 44,305.07

* Not due for credit to Investor Education & Protection Fund

9. Short term provisions

As at

31st December 2014

As at

31st December 2013

Provision for employee benefits

- Gratuity (Refer note 30) 793.62 534.17

- Leave entitlement (Refer note 30) 113.19 98.12

- Provident fund 178.33 145.96

Provision for taxation (net of advance tax) 25.83 253.91

Proposed dividend - 115.16

Provision for tax on proposed dividend - 19.57

1,110.97 1,166.89

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

273

ITD Cementation India Limited

10. Tangible assets

Freehold

land

Leasehold

improvements

Buildings Plant and

machinery

Earth-moving

machinery

Office

equipment

and furniture

Vehicles Total

Gross block

Balance as on 1 January 2013 15.32 331.42 221.94 40,574.29 6,730.57 1,807.11 311.15 49,991.80

Additions - 122.40 877.23 2,289.13 88.11 408.24 170.15 3,955.26

Deletions - - - (540.16) (30.16) (48.23) (22.34) (640.89)

Balance as on 31 December 2013 15.32 453.82 1,099.17 42,323.26 6,788.52 2,167.12 458.96 53,306.17

Additions - - - 5,899.83 147.46 65.90 136.18 6,249.37

Disposals - - - (2,041.53) (159.32) (330.53) (12.74) (2,544.12)

Balance as on 31 December 2014 15.32 453.82 1,099.17 46,181.56 6,776.66 1,902.49 582.40 57,011.42

Accumulated depreciation

Balance as on 1 January 2013 - 39.74 110.95 20,152.79 5,005.58 1,495.91 217.07 27,022.04

Depreciation charge - 85.69 44.89 3,570.68 525.45 146.66 49.46 4,422.83

Reversal on disposal of assets - - - (411.74) (23.97) (43.63) (15.84) (495.18)

As at 31 December 2013 - 125.43 155.84 23,311.73 5,507.06 1,598.94 250.69 30,949.69

Depreciation charge - 69.80 39.45 3,497.64 461.69 143.28 59.02 4,270.88

Reversal on disposal of assets - - - (1,688.02) (124.83) (357.21) (11.67) (2,181.73)

Effect of change in depreciation policy - - (96.34) (8,263.09) (1,149.72) 18.31 (62.41) (9,553.25)

As at 31 December 2014 - 195.23 98.95 16,858.26 4,694.20 1,403.32 235.63 23,485.59

Net block

As at 31 December 2014 15.32 258.59 1,000.22 29,323.30 2,082.46 499.17 346.77 33,525.83

As at 31 December 2013 15.32 328.39 943.33 19,011.53 1,281.46 568.18 208.27 22,356.48

11. Deferred tax assets (net)

As at

31st December 2014

As at

31st December 2013

Deferred tax asset arising on account of (A)

Provision for doubtful debts 975.54 696.39

Provision for employee benefits 496.43 339.06

Disallowance u/s 43B as per Income Tax Act, 1961 318.33 305.65

Timing difference between book depreciation and depreciation as per Income Tax Act, 1961 - 728.95

Provision for doubtful advances 16.09 19.64

Unabsorbed depreciation 1,065.19 -

Unabsorbed loss 984.04 -

Others 368.78 32.19

4,224.40 2,121.88

Deferred tax liability arising on account of (B)

Timing difference between book depreciation and depreciation as per Income Tax Act, 1961 2,739.27 -

Deferred tax assets (A-B) 1,485.13 2,121.88

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

274

Annual Report 2014

12. Loans and advances

As at 31st December 2014 As at 31st December 2013

Long term Short term Long term Short term

(Unsecured, considered good unless otherwise stated)

Capital advances 1,012.39 - 1,763.89 -

Security and other deposits - -

- considered good 253.46 1,975.47 284.30 1,697.54

- considered doubtful - 47.33 49.56

Receivable from Holding Company (Refer note 34) - 1,157.68 1,651.46

Other loans and advances - -

Advance recoverable in cash or kind - -

- considered good - 2,820.91 - 1,373.60

- considered doubtful - - - 60.52

Prepaid expenses - 1,526.53 - 1,439.56

Loans and advances to employees - 16.95 - 18.80

Balances with statutory / government authorities 12,574.43 - 9,855.59 -

Advance income tax [including MAT tax credit] (net of

provisions)

2,755.49 - 3,716.33 -

16,595.77 7,544.87 15,620.11 6,291.04

Less : Provision for doubtful advances / deposits - (47.33) - (110.08)

16,595.77 7,497.54 15,620.11 6,180.96

13. Other non current assets

As at

31st December 2014

As at

31st December 2013

Non-current bank balances (refer note 17) 22.00 22.00

Interest accrued but not due 5.54 -

27.54 22.00

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

14. Current investments

As at 31st December 2014 As at 31st December 2013

No. of Shares Book Value No. of Shares Book Value

(Non-trade, unquoted at lower of cost and fair value)

Investments in equity shares

AVR Infra Private Limited (Face value of H10 each) 2600 0.26 2600 0.26

0.26 0.26

15. Inventories

As at

31st December 2014

As at

31st December 2013

Construction materials 15,920.72 13,574.02

Tools and equipment 5,152.54 5,308.45

Machinery spares 1,817.74 1,474.04

Unbilled work in progress 90,234.22 75,326.08

113,125.22 95,682.59

275

ITD Cementation India Limited

16. Trade receivable

As at 31st December 2014 As at 31st December 2013

Long term Short term Long term Short term

(unsecured, considered good unless otherwise stated)

Trade receivables outstanding for more than six months

- Considered good * 2,863.37 24,565.38 - 27,552.77

- Considered doubtful - 2,870.08 - 2,213.75

2,863.37 27,435.46 - 29,766.52

Less: Provision for doubtful debts - (2,870.08) - (2,213.75)

2,863.37 24,565.38 - 27,552.77

Other debts ** - 16,720.43 - 12,605.68

2,863.37 41,285.81 - 40,158.45

Notes :

* Includes retention money - 8,667.24 - 7,986.31

** Includes retention money - 3,410.04 - 2,347.52

17. Cash and bank balances

As at 31st December 2014 As at 31st December 2013

Non-current Current Non-current Current

Cash and cash equivalents

Cash in hand - 194.75 - 164.56

Balance with scheduled banks -

- current accounts - 1,924.98 - 1,930.43

- dividend bank accounts - 7.44 - 6.94

Bank deposits with maturity not more than 3 months 368.16 294.00

- 2,495.33 - 2,395.93

Other bank balances

Deposit with maturity of more than 3 months and less than 12

months *

- 222.87 - 795.89

Bank deposits with maturity of more than 12 months ** 22.00 - 22.00 -

22.00 2,718.20 22.00 3,191.82

Less: Amounts disclosed as Other non-current assets

(Refer note 13)

(22.00) - (22.00) -

- 2,718.20 - 3,191.82

* Earmarked against bank guarantees taken by the Company

** Placed as earnest money deposit

18. Other current assets

As at

31st December 2014

As at

31st December 2013

Interest accrued but not due 15.75 33.28

15.75 33.28

19. Other operating income

Year ended

31st December 2014

Year ended

31st December 2013

Service income from unincorporated joint ventures 652.29 570.69

652.29 570.69

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

276

Annual Report 2014

20. Other Income

Year ended

31st December 2014

Year ended

31st December 2013

Interest income

- on bank deposits 131.40 221.10

- on income tax refund 320.88 304.46

- on sales tax refund - 6.16

- from customer on settlement 222.89 614.26

- others 18.30 2.77

Other non operating income:

- Profit on sale of fixed assets (net) - 52.77

- Sundry balances written back 132.13 819.47

- Bad debts recovered 7.00 174.38

- Excess provisions of prior year written back 176.95 883.56

- Insurance claim - 157.95

- Miscellaneous income 839.92 159.24

1,849.47 3,396.12

21. Employee benefits expense

Year ended

31st December 2014

Year ended

31st December 2013

Salaries and wages 17,338.61 17,505.79

Contribution to gratuity (Refer note 30) 359.44 111.91

Contribution to provident and other funds (Refer note 30) 1,344.55 1,270.48

Staff welfare expenses 321.29 341.22

19,363.89 19,229.40

22. Finance costs

Year ended

31st December 2014

Year ended

31st December 2013

Interest expenses

- Working capital loans 9,069.73 8,332.48

- Long term loan 1,149.08 1,385.12

- Advances from customers 940.89 510.15

- External commercial borrowings 17.84 72.24

- Others 273.20 114.96

Exchange loss (attributable to finance costs) 204.93 522.40

Bank charges and guarantee commission 1,894.70 1,894.61

13,550.37 12,831.96

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

277

ITD Cementation India Limited

23. Other expense

Year ended

31st December 2014

Year ended

31st December 2013

Plant hire expenses 4,848.76 6,069.05

Power and fuel 7,057.98 7,002.25

Sales tax on works contracts 5,396.99 4,402.06

Travelling expenses 890.64 854.67

Tools and equipment 1,025.41 1,416.43

Foreseeable loss 1,329.73 308.58

Site transport and conveyance 2,856.71 2,591.28

Repairs and maintenance:

- Plant & machinery 528.07 478.28

- Others 196.91 182.78

Insurance 849.59 989.74

Professional fees 2,356.09 1,940.75

Rent (Refer note 40) 2,709.79 2,194.51

Spares consumed 1,287.58 1,630.21

Security charges 990.34 751.39

Temporary site installations 449.19 1,820.70

Postage, telephone and telegram 200.27 204.55

Auditor remuneration (Refer note 25) 75.46 70.40

Provision for doubtful debts (Refer note 26) 673.69 678.17

Provision for doubtful advance / deposits 47.33 49.56

Rates & taxes 135.76 246.72

Water charges 370.22 538.36

Printing and stationery 137.01 137.69

Fees and subscription 45.90 149.52

Infotech expenses 200.66 233.35

Service tax 1,300.51 1,570.41

Labour cess 876.66 845.38

Royalty expense - 610.84

Exchange loss (net) 114.74 52.22

Directors’ sitting fees 2.75 1.65

CSR expenses 12.87 -

Loss on sale of fixed assets (net) 20.03 -

Miscellaneous expenses 1,783.28 1,451.38

38,770.92 39,472.88

24. Earnings per share

Year ended

31st December 2014

Year ended

31st December 2013

Weighted average number of equity shares outstanding during the year 12,819,900 11,515,790

Add:- Dilutive effect - -

Weighted average number of equity shares used to compute diluted EPS 12,819,900 11,515,790

Before exceptional item:

Net (loss)/profit after tax before exceptional item (7,611.82) 930.91

Earning per share :

Basic and diluted (59.38) 8.08

After exceptional item:

Net Profit after tax attributable to equity shareholders 1,941.43 930.91

Earning per share :

Basic and diluted 15.14 8.08

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

278

Annual Report 2014

25. Auditor remuneration (including service tax)

Year ended

31st December 2014

Year ended

31st December 2013

Audit fee 28.93 26.63

Tax audit fee 14.71 15.75

Limited review 24.73 22.45

Certification 5.96 4.26

Out-of-pocket expenses 1.13 1.31

75.46 70.40

26. Provision for doubtful debts

Year ended

31st December 2014

Year ended

31st December 2013

Bad debts written off during the year 17.36 -

Add: Provision for doubtful debts, end of year 2,870.08 2,213.75

Less: Provision for doubtful debts, beginning of year 2,213.75 1,535.58

673.69 678.17

28. Contingent Liabilities

Year ended

31st December 2014

Year ended

31st December 2013

a) Guarantees/Letter of credits given by banks in respect of contracting commitments in

the normal course of business

24,381.82 30,331.96

b) The Company has a number of claims on customers for price escalation and / or

variation in contract work. In certain cases which are currently under arbitration, the

customers have raised counter-claims. The Company has received legal advice that

none of the counter-claims are legally tenable. Accordingly no provision is considered

necessary in respect of these counter claims.

12,016.77 12,244.58

c) Corporate Guarantee given to bank on behalf of Joint Ventures 51,000.00 51,000.00

d) Sales Tax matters pending in appeals 3,738.36 3,469.69

e) Income Tax matters pending in appeal 1,454.27 1,188.44

f) Excise matter pending in appeal 52.00 52.00

g) Entry tax matter pending in appeal 335.15 335.15

27. Commitment

Year ended

31st December 2014

Year ended

31st December 2013

Estimated amount of contracts remaining to be executed on capital accounts

and not provided for (net of advances)

1,977.92 897.22

Future cash outflows in respect of above matters are determinable only on receipt of judgments/decisions pending at various forums/authorities.

The management does not expect these claims to succeed and accordingly, no provision for the contingent liability has been recognized in the

financial statements.

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

279

ITD Cementation India Limited

29 Particulars of derivative instruments and unhedged foreign currency exposures at the balance sheet date

a) Derivative outstanding at the reporting date

Buyers credit, Trade payables

and Acceptances

As at 31st December 2014 As at 31st December 2013

Foreign

Currency

Exchange

RateINR in lakhs

Foreign

Currency

Exchange

RateINR in lakhs

US Dollar Exposure 945,307 63.80 603.11 1,174,215 62.26 731.07

EURO Exposure 283,381 77.84 220.58 4,214,095 86.23 3,633.81

GBP Exposure - - - 725,000 102.88 745.88

Total 823.69 5,110.76

b) Particulars of unhedged foreign currency exposures at the reporting date

Buyers credit, Trade payables

and Acceptances

As at 31st December 2014 As at 31st December 2013

Foreign

Currency

Exchange

RateINR in lakhs

Foreign

Currency

Exchange

RateINR in lakhs

US Dollar Exposure - - - 1,516 62.26 0.94

EURO Exposure - - - 8,922 86.23 7.69

Total - 8.63

30 Employee benefits

The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the funded

status and amounts recognised in the balance sheet for the respective plans.

Gratuity

31st December 2014 31st December 2013

The amount recognised in the statement of profit & loss :

Current service cost 214.41 189.38

Interest cost 157.43 138.31

Expected return on plan assets (109.59) (108.71)

Net actuarial (gain) / loss for the period 97.19 (107.07)

Net benefit expense 359.44 111.91

The amount recognised in the balance sheet is as follows :

Defined benefit obligation 2,160.83 1,759.84

Fair value of plan assets 1,367.21 1,225.67

Plan liability / (asset) 793.62 534.17

Changes in the present value of the defined benefit obligations :

Defined benefit obligation at beginning of the period 1,759.84 1,714.10

Current service cost 214.41 189.38

Interest cost 157.43 138.31

Actuarial loss/(gain) 145.25 (189.33)

Benefit paid (116.10) (92.62)

Present value of defined benefit obligation at end of period 2,160.83 1,759.84

Changes in the fair value of the plan assets of the gratuity plan :

Plan assets at beginning of the period 1,225.67 1,216.84

Expected return on plan assets 109.59 108.72

Contributions by employer 100.00 74.99

Benefit paid (116.10) (92.62)

Actuarial (loss)/gain on plan assets 48.05 (82.26)

Fair value of plan assets at end of the period 1,367.21 1,225.67

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

280

Annual Report 2014

31st December 2014 31st December 2013

The principal assumptions used in determining the gratuity obligations :

Discount rate 8.00% 9.25%

Expected rate of return on plan assets 9.00% 9.00%

Salary escalation rate 4.50% 4.50%

Withdrawal rates Upto age 44 - 2%

45 years & above - 1%

Upto age 44 - 2%

45 years & above - 1%

The amount of defined benefit obligation, plan assets, the deficit thereof and the experience adjustments on plan assets and plan liabilities

for the current and previous four years are as follows:

2014 2013 2012 2011 2010

Defined benefit obligation 2,160.83 1,759.84 1,714.10 1,473.32 1,266.02

Plan assets 1,367.21 1,225.67 1,216.84 1,081.14 1,085.40

Deficit (793.62) (534.17) (497.26) (392.18) (180.62)

Experience adjustments on plan assets 48.05 (82.26) 71.78 (108.93) 13.71

Experience adjustment on plan liabilities (145.24) 189.33 (118.31) (27.20) (104.50)

30 Employee benefits (contd.)

The gratuity fund is invested in a Group Gratuity policy invested with the Life Insurance Corporation of India and Birla Sunlife Insurance.

The fair value of plan assets with Life Insurance Corporation of India and Birla Sunlife Insurance as at 31 December 2014 are H0.15

lakhs (31 December 2013 - H0.13 lakhs) and H1,367.06 lakhs (31 December 2013 - H1,225.54 lakhs) respectively. The management

understands that the assets in these portfolios are well diversified and as such the long term return thereon is expected to be higher than

the rate of return on Government Bonds.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period

over which the obligation is to be settled.

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.

The Guidance Note on implementing AS 15,“Employee Benefits”, issued by the Accounting Standards Board (ASB) of the Institute of

Chartered Accountants of India states that Provident Fund set up by employers that guarantee a specified rate of return and which require

interest shortfall to be met by the employer would be Defined Benefit Plan in accordance with the requirements of paragraph 26(b) of

AS 15. Pursuant to the Guidance Note, the liability in respect of the shortfall of interest earnings of the fund is Nil as determined on the

basis of an actuarial valuation carried out as at 31 December 2014. As per the actuarial valuation report, the interest shortfall liability being

“Other Long-term Employee Benefit”, detailed disclosures are not required.

The Company’s expense for the superannuation and provident fund aggregates H1,344.55 lakhs during the year (31 December 2013 -

H1,270.48 lakhs)

The liability for leave entitlement and compensated absences as at year end is H676.43 lakhs (31 December 2013 : H515.49 lakhs).

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

31 Segment reporting

The activities of the Company comprises of only one business segment viz Construction. The Company operates in only one geographical

segment viz India. Hence the Company’s financial statements also represents the segmental information.

32 Subsidiaries

The following Subsidiary Company (incorporated in India) has been consolidated in the consolidated financial statement applying

Accounting Standard (AS) - 21:

Name of the Subsidiary 31st December 2014 31st December 2014

Proportion of

Ownership

Interest

Voting Power

Proportion of

Ownership

Interest

Voting Power

ITD Cementation Projects India Limited 100% 100% 100% 100%

281

ITD Cementation India Limited

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

33 Jointly Controlled Entities

The following Jointly Controlled Entities have been consolidated applying Accounting Standard (AS) - 27 (“Financial Reporting of Interests

in Joint Ventures”).

Name of the Joint Venture 31st December 2014 31st December 2014

ITD Cemindia JV 80% 80%

ITD - ITD Cem JV 49% 49%

ITD - ITDCem JV (Consortium of ITD - ITD Cementation) 40% 40%

ITD-Cem Maytas Consortium 95% 95%

All the above are unincorporated jointly controlled entities in India

The proportionate share of assets, liabilities, income and expenditure of the Joint Ventures, consolidated in the accounts is tabulated

hereunder:

Balance Sheet Items As at 31st December 2014 As at 31st December 2013

Assets

Net block 5,395.62 3,186.62

Capital work-in-progress - -

Deferred tax assets 820.93 699.68

Current Assets :

Inventories 17,181.30 18,510.23

Trade receivables 7,828.00 6,681.37

Cash and bank balances 1,037.61 2,075.98

Loans and advances 3,460.84 3,629.90

Total Current Assets (A) 29,507.75 30,897.48

Current Liabilities (B) 15,028.02 15,172.89

Net Current Assets (A-B) 14,479.73 15,724.59

Total Assets 20,696.28 19,610.89

Liabilities

Loan funds :

Secured loans 9,455.07 7,451.20

Reserves & Surplus

Opening balance of retained earnings 5,398.58 3,562.42

Add : Profit for the period 510.53 2,429.71

5,909.11 5,992.13

Total Liabilities 15,364.18 13,443.33

Revenue

Turnover 36,001.47 35,360.86

Other income 1,160.01 1,525.53

Total revenue 37,161.48 36,886.39

Less : Expenses

Site and administration expenses 33,874.09 30,650.96

Interest and finance expenses 1,554.81 1,275.80

Depreciation 1,328.18 1,073.92

Total expenses 36,757.08 33,000.68

Profit before tax 404.40 3,885.71

Provision for tax 15.94 1,485.62

Deferred tax credit (122.07) (29.62)

Profit after tax 510.53 2,429.71

Contingent liabilities 2,519.28 3,767.09

282

Annual Report 2014

34 Related Party Disclosures :

a) Names of related parties and description of relationship

A Enterprise where control exists

i) Holding Company

Italian-Thai Development Public Company Limited

B Other related parties with whom the Company had transactions, etc.

Fellow subsidiary

Aquathai Co., Ltd.

Key management personnel (KMP)

Mr. Adun Saraban – Managing Director

Mr. S. Ramnath – Chief Financial Officer

Mr. R. C. Daga - Company Secretary

b) Transactions with related parties for the year are as follows:

Transaction during the year Holding Company KMP Fellow Subsidiary

Contract revenue

Italian-Thai Development Public Company Limited 13.95 - -

(107.95) (-) (-)

Royalty expense

Italian-Thai Development Public Company Limited - - -

(610.84) (-) (-)

Dividend paid

Italian-Thai Development Public Company Limited 80.11 - -

(160.23) (-) (-)

Engineering services

Aquathai Co., Ltd. - - -

(-) (-) (114.00)

Remuneration

Mr. Adun Saraban - 81.80 -

(-) (81.71) (-)

Mr. S. Ramnath - 48.36 -

(-) (48.91) (-)

Mr. R. C. Daga - 42.07 -

(-) (42.25) (-)

c) Balances at the year end:

Particulars Holding Company

Trade receivables

Italian-Thai Development Public Company Limited -

(59.70)

Loans and advances

Italian-Thai Development Public Company Limited 1,157.68

(1,651.46)

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

(Figures in bracket represents previous year numbers)

(Figures in bracket represents previous year numbers)

35 Trade receivables and Unbilled Work-in-progress as at December 31, 2014 include amounts aggregating H2,655 Lakhs and H1,584 Lakhs

respectively, which have been outstanding for a substantial period of time. The Company has been actively negotiating for speedy recovery

of the balance receivables. In view thereof, management is reasonably confident of their recovery.

283

ITD Cementation India Limited

37 Trade receivables and unbilled work-in-progress as at 31 December 2014 include Company’s share of H2,076 lakhs and H2,394 lakhs

respectively, in respect of a joint venture, representing escalation and variation claims recognized by the joint venture. These claims are

presently under various stages of litigation. Considering favorable arbitration awards, claims under consideration at various forums and

based on the legal opinion received, the management is reasonably confident of recovery of these amounts and are expected to be

realised within next twelve months.

38 Micro, Small and Medium Enterprises

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at

31 December 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006,

has been determined to the extent such parties have been identified on the basis of information available with the Company. There is no

interest paid or payable during the year.

36 (a) Trade receivables as at 31 December 2014 representing variation claims and interim work bills recognized by the Company aggregating

H6,842 lakhs (31 December 2013 : H6,849 lakhs). These claims are presently under various stage of litigations. Considering favorable

arbitration awards, claims under consideration at various forums, past experience of the Company and based on the legal opinion

received, the management is reasonably confident of recovery of these amounts and are expected to be realised within next twelve

months.

(b) Trade receivables as at 31 December 2014 include H696 lakhs (31 December 2013 : H1,140 lakhs) relating to price escalation claims

which are disputed by the customer. The Company has received an arbitration award in its favour which has subsequently been upheld

by the High Court. The customer has challenged this High Court order. However, based on the above arbitration award, High Court

order and legal opinion, management is reasonably confident of recovery of these amounts and are expected to be realised within

next twelve months.

(c) Long term trade receivables as at 31 December 2014 include variation claims of H309 lakhs (Trade receivables as at 31 December

2013 : H309 lakhs) for which the Company had received an arbitration award in its favour which has subsequently been upheld by

the District Court. The customer has challenged this Court Order. However, based on the above arbitration award, Court Order and

legal opinion, management is reasonably confident of recovery of these amounts.

(d) Long term trade receivables and unbilled work-in-progress as at 31 December 2014 include H1,140 lakhs (Trade receivables as at 31

December 2013 - H1,140 lakhs ) and H2,756 lakhs (31 December 2013 - H2,756 lakhs) respectively, in respect of a contract which

has been rescinded by the Company and long term trade receivable and unbilled work-in-progress as at 31 December 2014 include

H1,414 lakhs (Trade receivables as at 31 December 2013 : H689 lakhs) and H5,922 lakhs (31 December 2013 - H5,922 lakhs) respectively,

in respect of another contract where the Company has received a notice from the customer withdrawing from the Company the

balance works to be executed under the contract; for which the Company has also issued guarantees aggregating H1,497 lakhs

(31 December 2013 - H2,227 lakhs). The Company has made claims against the customer to recover these amounts and has initiated

legal action. Based upon legal opinion received, management is reasonably confident of recovery of these amounts of long term trade

receivable and unbilled work-in-progress and consequently no changes have been made to the values and classification of these

amounts in the financial statements.

(e) Trade receivables and unbilled work in progress as at 31 December 2014 includes H983 lakhs (31 December 2013 - H972 lakhs)

and H16,789 lakhs (31 December 2013 - H16,829 lakhs) respectively in respect of certain road contracts which are executed by the

Company. The Company has made claims on the customer for recovery of these amounts. Based on the contract terms and legal

opinion obtained, the management is reasonably confident of recovery of these amounts and are expected to be realised within next

twelve months.

39. The disclosures as per provisions of Clauses 38, 39 and 41 of Accounting Standard 7 ‘Construction Contracts’ issued

by Institute of Chartered Accountants of India are as under:

Year ended

31st December 2014

Year ended

31st December 2013

a) Contract revenue recognised as revenue in the period Clause 38 (a) 171,242.31 157,836.53

b) Aggregate amount of costs incurred and recognised profits up to the reporting date

on Contract under progress Clause 39 (a)

600,087.93 655,366.94

c) Advance received on Contract under progress Clause 39 (b) 35,514.07 29,283.28

d) Retention amounts on Contract under progress Clause 39 ( c) 9,282.57 10,333.83

e) Gross amount due from customers for contract work as an asset Clause 41 (a) 90,234.22 75,326.08

f) Gross amount due to customers for contract work as an asset Clause 41 (b) 951.30 2,177.52

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

284

Annual Report 2014

40 Operating lease

a) The Company has taken various residential/commercial premises and construction equipments on cancellable operating lease.

These lease agreements are normally renewed on expiry. Rental expenses in the statement of profit and loss for the year includes

lease payments towards premises H2,068.90 lakhs (31 December 2013 - H1,566.61 lakhs).

b) The Company, in addition to above, has taken commercial premises on leases (non-cancellable operating leases). The future

minimum lease payments in respect of which as at 31 December 2014 are as follows:

As at

31st December 2014

As at

31st December 2013

Minimum Lease Payments

Payable not later than 1 year 511.50 470.40

Payable later than 1 year and not later than 5 years 826.50 1,338.00

Payable later than 5 years - -

Total 1,338.00 1,808.40

These leases have no escalation clauses.

Rental expenses in the statement of profit and loss for the year includes H640.89 lakhs (31 December 2013 - H627.90 lakhs) towards

such non-cancellable leases.

c) General descriptions of non-cancellable lease terms :

- Lease rentals are charged on the basis of agreed terms.

- Assets are taken on lease over a period of 3-5 years.

- The Company did not sublease any of its assets and hence did not receive any sub lease payments during the current or previous

year.

Summary of significant accounting policies and other explanatory information to the consolidated

financial statements for the year ended 31 December 2014 (Currency : Indian Rupee in lakhs)

41 Company has unabsorbed depreciation and business loss during the year which is available for set off against future taxable income under

the Income Tax Act. The Company has recognized deferred tax asset on such unabsorbed depreciation and business loss amounting

H6,029 lakhs on the basis of profitable non-cancellable binding contracts in hand. Management believes that the profitable non-cancellable

binding contracts in hand satisfies the test of virtual certainty with convincing evidence as required by Accounting Standard (AS) - 22 on

Accounting for taxes on income.

42 The tax year for the Group being the year ending 31 March, the provision for taxation for the year is the aggregate of the provision made

for the three months ended 31 March 2014 and the provision based on the figures for the remaining nine months up to 31 December

2014, the ultimate tax liability of which will be determined on the basis of the figures for the period 1 April 2014 to 31 March 2015.

43 Previous year figures have been regrouped or reclassified, to conform to the current year’s presentation wherever considered necessary.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

(formerly Walker, Chandiok & Co.)

Chartered Accountants

Firm Registration No. 001076N/N500013

Amyn Jassani Adun Saraban P. Chakornbundit

Partner Managing Director Director

Membership No: 46447

S. Ramnath R. C. Daga

Chief Financial Officer Company Secretary

Mumbai Mumbai

24 February 2015 24 February 2015

285

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298

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300

301

DECLARATION

Our Company certifies that all relevant provisions of Chapter VIII read with Schedule XVIII of the SEBI ICDR

Regulations have been complied with and no statement made in this Preliminary Placement Document is contrary

to the provisions of Chapter VIII and Schedule XVIII of the SEBI ICDR Regulations and that all approvals and

permissions required to carry on our business have been obtained, are currently valid and have been complied

with. Our Company further certifies that all the statements in this Preliminary Placement Document are true and

correct.

Signed by

______________________

Mr. Adun Saraban

Managing Director

Date: January 24, 2018

Place: Mumbai

302

DECLARATION IN ACCORDANCE WITH FORM PAS - 4

We the Board of Directors of our Company certify that:

(a) our Company has complied with the applicable provisions of the Companies Act, 2013 and the rules made

thereunder;

(b) the compliance with the Companies Act, 2013 and the rules does not imply that payment of dividend or

interest or repayment of debentures, if applicable, is guaranteed by the Central Government; and

(c) the monies received under the offer shall be used only for the purposes and objects indicated in the Placement

Document (which includes disclosures prescribed under Form PAS-4).

Signed by

Sd/-

________________

Mr. Adun Saraban

Managing Director

I am authorized by the QIP Committee, a committee of the Board of Directors of our Company, vide resolution

number 7 dated January 24, 2018 to sign this form and declare that all the requirements of Companies Act, 2013

and the rules made thereunder in respect of the subject matter of this applicable form and matters incidental thereto

have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and

complete and no information which is material to the subject matter of this form has been suppressed or concealed

and is as per the original records maintained by the Promoter subscribing to the Memorandum of Association and

Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly

attached to this form.

Signed by

Sd/-

_______________________

Mr. Adun Saraban

Managing Director

Date: January 24, 2018

Place: Mumbai

ITD CEMENTATION INDIA LIMITED

Registered Office of the Issuer

National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai 400057.

Tel: +91-22-6693 1600; Fax: +91– 22 6693 1628

Website: www.itdcem.co.in CIN: L61000MH1978PLC020435

Contact Person: Mr. Rahul Neogi

Address of the Compliance Officer

Mr. Rahul Neogi

National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East),Mumbai 400057

Tel: +91-22-6693 1600; Fax: +91– 22 6693 1628

Email id: rahul.neogi@itdcem.co.in

BOOK RUNNING LEAD MANAGER

ICICI Securities Limited

ICICI Center, H.T. Parekh Marg Churchgate, Mumbai – 400 020, Maharashtra, India Tel: +91 22 2288 2460

Fax: +91 22 2282 6580

Investor Grievance e-mail: customercare@icicisecurities.com

Website: www.icicisecurities.com

Contact Person: Rishi Tiwari / Vishal Kanjani

SEBI Registration Number: INM000011179

DOMESTIC LEGAL ADVISORS TO THE ISSUE

M/s. Crawford Bayley & Co.

State Bank Buildings, 4th Floor

N.G.N. Vaidya Marg, Fort

Mumbai 400 023

Maharashtra, India

LEGAL COUNSEL TO THE COMPANY

Udwadia & Co.

Elphinstone House, 1stFloor,

17 Murzban Road,

Mumbai 400 001

Maharashtra, India

INTERNATIONAL LEGAL ADVISOR FOR SELLING RESTRICTIONS

(with respect to International Selling and Transfer Restrictions)

Squire Patton Boggs Singapore LLP

10 Collyer Quay, #03-01/03

Ocean Financial Centre

Singapore 049315

STATUTORY AUDITORS

Walker Chandiok & Co LLP

16th Floor, Tower II,

Indiabulls Finance Center, S. B. Marg, Elphinstone (W)

Mumbai 400 013,

Maharashtra, India