DRAFT RED HERRING PROSPECTUSDated September 29, 2014

Please read section 32 of the Companies Act, 2013(The Draft Red Herring Prospectus will be updated upon fi ling with the RoC)

Book Built Issue

MEP INFRASTRUCTURE DEVELOPERS LIMITED Our Company was incorporated as MEP Toll Road Private Limited on August 8, 2002, at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956. The name of our Company was changed from MEP Toll Road Private Limited to MEP Infrastructure Developers Private Limited and a fresh certifi cate of incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai, to our Company on November 28, 2011. Thereafter, our Company was converted into a public limited company pursuant to approval of the shareholders in an extraordinary general meeting held on August 19, 2014 and consequently, the name of our Company was changed to MEP Infrastructure Developers Limited and a fresh certifi cate of incorporation consequent upon conversion to public limited company was granted on September 8, 2014. For details of changes in the name and the registered offi ce of our Company, see the section “History and Certain Corporate Matters” on page 209.

Registered Offi ce and Corporate Offi ce: A 412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai 400 072.Contact Person: Shridhar Phadke, Company Secretary and Compliance Offi cer

Tel: (91 22) 6120 4800; Fax: (91 22) 6120 4804 Email: cs@mepinfra.com Website: www.mepinfra.comCorporate Identity Number: U45200MH2002PLC136779

Promoters of our Company: Dattatray P. Mhaiskar, Jayant D. Mhaiskar and Ideal Toll & Infrastructure Private LimitedPUBLIC ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (THE “EQUITY SHARES”) OF MEP INFRASTRUCTURE DEVELOPERS LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) AGGREGATING UP TO ` 3,600 MILLION (THE “ISSUE”). THE ISSUE WILL CONSTITUTE [●]% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (THE “BRLMS”) AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.

In case of any revisions in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notifi cation to the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, and together with the BSE referred to as the “Stock Exchanges”), by issuing a press release, and also by indicating the change on the website of the BRLMs and the terminals of the Syndicate Members.In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), this is an Issue for at least 25% of the post-Issue capital of our Company. The Issue is being made through the Book Building Process wherein at least 75% of the Issue shall be Allotted on a proportionate basis to Qualifi ed Institutional Buyers (“QIBs”), provided that our Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI Regulations”), subject to valid Bids being received at or above the Issue Price. All potential investors, other than Anchor Investors, may participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details of the bank account which will be blocked by the Self Certifi ed Syndicate Banks (“SCSBs”). QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in this Issue. For details, see the section ‘Issue Procedure’ on page 498.

RISKS IN RELATION TO THE FIRST ISSUEThis being the fi rst public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 each. The Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The Issue Price (determined and justifi ed by our Company, in consultation with the BRLMs as stated under the section “Basis for Issue Price” on page 102) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specifi c attention of the investors is invited to the section “Risk Factors” on page 17.

ISSUER’S ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confi rms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTINGThe Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received an ‘in-principle’ approval from each of BSE and NSE for the listing of the Equity Shares pursuant to the letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●].

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

IDFC Securities LimitedNaman ChambersC-32, G BlockBandra Kurla ComplexBandra (East)Mumbai 400 051Tel : (91 22) 6622 2500Fax : (91 22) 6622 2501Email : mep.ipo@idfc.com Investor Grievance Email: investorgrievance@idfc.com Website: www.idfccapital.comContact Person: Akshay BhandariSEBI Registration No.: MB/INM000011336

Inga Capital Private LimitedNaman Midtown, ‘A’ Wing, 21st Floor, Kakasaheb Gadgil MargNear India Bulls Finance CentreElphistone RoadMumbai 400 012Tel: (91 22) 4031 3489 Fax: (91 22) 2498 2956Email: mep.ipo@ingacapital.comInvestor Grievance Email: investors@ingacapital.com Website: www.ingacapital.comContact Person: Kunal Thakkar / Gaurav MittalSEBI Registration Number: INM000010924

IDBI Capital Market Services Limited3rd Floor, Mafatlal Centre,Nariman PointMumbai 400 021Tel: (91 22) 4322 1212Fax: (91 22) 2285 0785Email: mep.ipo@idbicapital.comInvestor Grievance Email: redressal@idbicapital.comWebsite: www.idbicapital.comContact Person: Sumit Singh/ Gaurav KumarSEBI Registration Number: INM000010866

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound, L.B.S. Marg Bhandup (West) Mumbai 400 078Maharashtra, IndiaTel: (91 22) 6171 5400Fax: (91 22) 2596 0329E-mail: mep.ipo @linkintime.co.inWebsite: www.linkintime.co.inContact Person: Sachin AcharSEBI Registration No.: INR000004058

BID/ ISSUE PROGRAMME(1) (2)

BID/ISSUE OPENS ON: [●](2) BID/ISSUE CLOSES ON: [●](2)

(1) Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date.

(2) Our Company may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI Regulations.

TABLE OF CONTENTS

SECTION I: GENERAL .............................................................................................................................. 3

DEFINITIONS AND ABBREVIATIONS .................................................................................................. 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................. 14 FORWARD-LOOKING STATEMENTS ................................................................................................. 16

SECTION II: RISK FACTORS ................................................................................................................. 17

SECTION III: INTRODUCTION ............................................................................................................. 48

SUMMARY OF INDUSTRY .................................................................................................................... 48 SUMMARY OF OUR BUSINESS ............................................................................................................ 55 SUMMARY FINANCIAL INFORMATION ............................................................................................ 62 THE ISSUE ............................................................................................................................................... 70 GENERAL INFORMATION .................................................................................................................... 71 CAPITAL STRUCTURE .......................................................................................................................... 81 OBJECTS OF THE ISSUE ........................................................................................................................ 94 BASIS FOR ISSUE PRICE ..................................................................................................................... 102 STATEMENT OF TAX BENEFITS ....................................................................................................... 105

SECTION IV: ABOUT OUR COMPANY .............................................................................................. 117

INDUSTRY OVERVIEW ....................................................................................................................... 117 OUR BUSINESS ..................................................................................................................................... 145 DESCRIPTION OF CERTAIN KEY CONTRACTS .............................................................................. 179 REGULATIONS AND POLICIES ......................................................................................................... 205 HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 209 SUBSIDIARIES ...................................................................................................................................... 213 MANAGEMENT .................................................................................................................................... 221 PROMOTERS AND PROMOTER GROUP ........................................................................................... 240 GROUP COMPANIES ............................................................................................................................ 245 RELATED PARTY TRANSACTIONS .................................................................................................. 254 DIVIDEND POLICY .............................................................................................................................. 255

SECTION V: FINANCIAL INFORMATION ........................................................................................ 256

FINANCIAL STATEMENTS ................................................................................................................. 256 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS .................................................................................................................................. 402 FINANCIAL INDEBTEDNESS ............................................................................................................. 430

SECTION VI: LEGAL AND OTHER INFORMATION ...................................................................... 457

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .............................................. 457 GOVERNMENT AND OTHER APPROVALS ...................................................................................... 469 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 478

SECTION VII: ISSUE INFORMATION ................................................................................................ 490

TERMS OF THE ISSUE ......................................................................................................................... 490 ISSUE STRUCTURE .............................................................................................................................. 493 ISSUE PROCEDURE ............................................................................................................................. 498

SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ........................... 550

SECTION IX: OTHER INFORMATION .............................................................................................. 559

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................. 559 DECLARATION ..................................................................................................................................... 561

3

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context

otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act or

regulation shall be to such legislation, act or regulation as amended from time to time. In the section “Main

Provisions of the Articles of Association” on page 550, defined terms have the meaning given to such terms in

the Articles of Association.

General Terms

Term Description

our “Company”, the

“Company” or the “Issuer”

MEP Infrastructure Developers Limited, a company incorporated under the

Companies Act, 1956 and having its Registered Office at A 412, boomerang,

Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai 400

072

“We”, “our”, “us” or “Group” Unless the context otherwise indicates or implies, refers to our Company

together with its Subsidiaries

Company Related Terms

Term Description

Articles / Articles of

Association

Articles of association of our Company, as amended from time to time

Baramati Project The project for construction of the four lane Sakhali bridge on Karha River in

Baramati and maintenance of, and collection of toll for, the Ring Road and the

bridges in Baramati, Maharashtra awarded by MSRDC for a period of 19

years and four months from October 25, 2010 and operated by BTPL Board / Board of Directors Board of directors of our Company or a duly constituted committee thereof

BTPL Baramati Tollways Private Limited

Chennai Bypass Project The project for maintenance of, and collection of toll for, the Chennai Bypass

section in Tamil Nadu awarded by NHAI for a period of nine years from May

14, 2013 and operated by MEP CB

Corporate Promoter The corporate promoter of our Company, namely ITIPL. For details, see the

section “Promoters and Promoter Group” on page 240

Director(s) Director(s) on the Board of Directors of our Company

Equity Shares Equity shares of our Company of face value of ` 10 each fully paid-up

Group Companies Companies, firms and ventures promoted by our Promoters, irrespective of

whether such entities are covered under Section 370(1)(B) of the Companies

Act, 1956 or not and includes those companies, firms and ventures disclosed

in the section “Group Companies” beginning on page 245

Hyderabad-Bangalore Project The project for maintenance of, and collection of toll, for the Hyderabad–

Bangalore section of the National Highway No. 7 in Andhra Pradesh awarded

by NHAI for a period of nine years from May 16, 2013 and operated by MEP

HB

IEPL Ideal Energy Project Limited

IRDP Solapur Project The project for collection of toll at four toll plazas located at Solapur – Hotgi

Road, Solapur – Barshi Road, Solapur – Degaon Mangalweda Road and

Solapur – Akkalkot Road together with maintenance of toll plazas and

maintenance of property and equipment provided by MSRDC in Solapur,

Maharashtra awarded by MSRDC for a period of 156 weeks from January 2,

2013 and operated by MEP Solapur

ITIPL Ideal Toll & Infrastructure Private Limited

Joint Statutory Auditors Joint statutory auditors of our Company, namely B S R and Co., Chartered

Accountants and Parikh Joshi & Kothare, Chartered Accountants

4

Term Description

Kalyan Shilphata Project The project for collection of toll at two toll plazas located at Katai and Gove

on the Bhiwandi – Kalyan – Shilphata section of State Highway No. 40 in

Maharashtra awarded by MSRDC for a period of 156 weeks from September

27, 2013 and operated by our Company

Key Management Personnel /

KMPs

Key management personnel disclosed in the section “Management” on page

221

Kini Tasawade Project The project for collection of toll at two toll plazas located near Kini and

Tasawade on the National Highway No. 4 in Maharashtra awarded by

MSRDC for a period of 104 weeks from May 29, 2014 and operated by

RTIPL

Long Term Project A project operated by our Company or any of its Subsidiaries with an initial

contractual term in excess of one year. A project with an initial contractual

period of one year or less will not be considered a long term project even if its

term has subsequently been extended to more than one year. See also “Short

Term Project”.

Madurai-Kanyakumari Project The project for maintenance of, and collection of toll for, the Madurai-

Tirunelveli-Panagudi-Kanyakumari section of the National Highway No. 7 in

Tamil Nadu awarded by NHAI for a period of nine years from September 22,

2013 and operated by RTRPL Mahua – Hindaun – Karauli

Project

The project for toll collection activities at two toll plazas located near

Phulwada and near Gazipur in the Mahua – Hindaun – Karauli road corridor

in Rajasthan awarded by RSRDC for a period of 21 months from January 24,

2013 and operated by our Company

Memorandum of Association Memorandum of association of our Company, as amended from time to time

MEP CB MEP Chennai Bypass Toll Road Private Limited

MEP Hamirpur MEP Hamirpur Bus Terminal Private Limited

MEP HB MEP Hyderabad Bangalore Toll Road Private Limited

MEP Nagzari MEP Nagzari Toll Road Private Limited

MEP RGSL MEP RGSL Toll Bridge Private Limited

MEP Solapur MEP IRDP Solapur Toll Road Private Limited

MEP Una MEP Una Bus Terminal Private Limited

MEPIDPL MEP Infrastructure Developers Private Limited

MHSPL MEP Highway Solutions Private Limited

MIPL MEP Infrastructure Private Limited

MTPL MEP Tormato Private Limited

Mumbai Entry Points The five entry points to Mumbai located at (i) Vashi on the Sion–Panvel

Highway; (ii) Dahisar on the Western Express Highway corridor; (iii) Mulund

on the Eastern Express Highway corridor; (iv) Mulund on the Lal Bahadur

Shashtri Marg corridor; and (v) Airoli on the Airoli Bridge corridor

Mumbai Entry Points Contract The contract dated November 19, 2010 entered into between our Company,

ITIPL, MIPL and MSRDC in respect of the Mumbai Entry Points Project

Mumbai Entry Points Project The project for operation and maintenance of, and collection of toll at, the

Mumbai Entry Points along with 27 flyovers and certain allied structures on

the Sion–Panvel Highway, the Western Express Highway corridor, the

Eastern Express Highway corridor, the Lal Bahadur Shashtri Marg corridor

and the Airoli Bridge corridor in Mumbai, Maharashtra awarded by MSRDC

for a period of 16 years from November 20, 2010 and operated by MIPL

Phalodi-Ramji Project The project for collection of toll at four toll plazas in the Phalodi – Pachpadra

– Ramji Ki Gol road corridor located at Kolu Pabuji village, Kelan Kot

village, Bhooka Bhagat Singh village and Naya Nagar village together with

maintenance of toll plazas and infrastructure facilities provided by RIDCOR

in Rajasthan, awarded by RIDCOR for a period of five years from September

17, 2010 and operated by RVPL

Promoters Promoters of our Company, namely Dattatray P. Mhaiskar, Jayant D.

5

Term Description

Mhaiskar and ITIPL. For details, see the section “Promoters and Promoter

Group” on page 240

Promoter Group Persons and entities constituting the promoter group of our Company in terms

of Regulation 2(1)(zb) of the SEBI Regulations and as disclosed in the section

“Promoters and Promoter Group” on page 240

The Promoter Group of our Company does not include Virendra D. Mhaiskar;

son of Dattatray P. Mhaiskar and brother of Jayant D. Mhaiskar, our

individual Promoters, or any entity in which Virendra D. Mhaiskar may have

an interest; since Virendra D. Mhaiskar has refused to provide any

information pertaining to himself or such entities.

Rajiv Gandhi Salai Project /

ITEL Project

Project for appointment as service agency for collection of toll at five toll

plazas located at the Rajiv Gandhi Salai in Chennai, Tamil Nadu awarded by

ITEL for a period of three years from March 8, 2014 and operated by our

Company

Registered Office / Corporate

Office

The registered and corporate office of our Company, which is located at A

412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri

(East), Mumbai 400 072

Registrar of Companies/RoC Registrar of Companies, Maharashtra at Mumbai

Restated Consolidated

Financial Information

Restated consolidated financial information of assets and liabilities as at

March 31, 2014, 2013, 2012, 2011 and 2010 and statement of profit and loss

and cash flows for each of the years ended March 31, 2014, 2013, 2012, 2011

and 2010 for our Company and its Subsidiaries read alongwith all the notes

thereto and beginning on page 327

Restated Financial

Information

Collectively, the Restated Consolidated Financial Information and the

Restated Standalone Financial Information

Restated Standalone Financial

Information

Restated standalone financial Information of assets and liabilities as at March

31, 2014, 2013, 2012, 2011 and 2010 and statement of profit and loss and

cash flows for each of the years ended March 31, 2014, 2013, 2012, 2011 and

2010 for our Company read alongwith all the notes thereto and beginning on

page 256

RGSL Project The project for maintenance of, and collection of toll at the toll plaza at

Bandra for, the Rajiv Gandhi Sea Link in Mumbai, Maharashtra awarded by

MSRDC for a period of 156 weeks commencing from February 6, 2014 and

operated by MEP RGSL

RTBPL Rideema Toll Bridge Private Limited

RTIPL Raima Toll & Infrastructure Private Limited

RTPL Rideema Toll Private Limited

RTRPL Raima Toll Road Private Limited

RVPL Raima Ventures Private Limited

Shareholders Shareholders of our Company

Short Term Project A project operated by our Company or any of its Subsidiaries with an initial

contractual term of one year or less. A project with an initial contractual term

of one year or less is considered to be a Short Term Project even if its term

has subsequently been extended to more than one year. See also “Long Term

Project”.

Subsidiaries Subsidiaries of our Company namely, MIPL, RVPL, MEP Hamirpur, MEP

Una, RTPL, BTPL, RTBPL, MEP Nagzari, MEP Solapur, RTRPL, MEP HB,

MEP CB, MHSPL, MEP RGSL, RTIPL and MTPL. For details, see the

section “Subsidiaries” on page 213

Vidyasagar Setu Project The project for collection of toll at the toll plaza located at the Vidyasagar

Setu in West Bengal awarded by HRBC for a period of five years from

September 1, 2013 and operated by RTBPL

6

Issue Related Terms

Term Description

Allot/Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares

pursuant to the Issue to successful Bidders

Allottee A successful Bidder to whom the Equity Shares are Allotted

Allotment Advice Note or advice or intimation of Allotment sent to each successful Bidder after

the Basis of Allotment has been approved by the Designated Stock Exchange

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion,

with a minimum Bid of ` 100 million

Anchor Investor Bid/ Issue

Period

The day, one Working Day prior to the Bid/Issue Opening Date, on which

Bids by Anchor Investors shall be submitted

Anchor Investor Issue Price Final price at which the Equity Shares will be issued and Allotted to Anchor

Investors in terms of the Red Herring Prospectus and the Prospectus, which

price will be equal to or higher than the Issue Price, but not higher than the

Cap Price. The Anchor Investor Issue Price will be decided by our Company

in consultation with the BRLMs

Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company, in

consultation with the BRLMs, to Anchor Investors on a discretionary basis.

One-third of the Anchor Investor Portion shall be reserved for domestic

Mutual Funds, subject to valid Bids being received from domestic Mutual

Funds at or above the Anchor Investors Issue Price

Application Supported by

Blocked Amount/ASBA

The process of submitting the Bid cum Application Form, whether physical or

electronic, used by Bidders, other than Anchor Investors, to make a Bid

authorising a SCSB to block the Bid Amount in the ASBA Account. ASBA is

mandatory for QIBs (other than Anchor Investors) and the Non-Institutional

Bidders participating in the Issue

ASBA Account An account maintained with an SCSB and specified in the Bid cum

Application Form submitted by ASBA Bidders for blocking the Bid Amount

mentioned in the Bid cum Application Form

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidder Any Bidder (other than Anchor Investors) in this Issue who intends to submit a

Bid through the ASBA process

Banker(s) to the Issue/Escrow

Collection Bank(s)

Banks which are clearing members and registered with SEBI as bankers to an

issue and with whom the Escrow Account will be opened, in this case being

[●]

Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under

the Issue and which is described in the section “Issue Procedure” on page 498

Bid An indication to make an offer during the Bid/Issue Period by a Bidder (other

than Anchor Investor) pursuant to submission of the Bid cum Application

Form, or during the Anchor Investor Bid/Issue Period by Anchor Investors, to

subscribe to the Equity Shares of our Company at a price within the Price

Band, including all revisions and modifications thereto as permitted under the

SEBI Regulations in terms of the Red Herring Prospectus and the Bid cum

Application Form

Bid Amount The highest value of the optional Bids indicated in the Bid cum Application

Form and payable by the Bidder/blocked in the ASBA Account on submission

of a Bid in the Issue.

Bid cum Application Form The form used by a Bidder, including an ASBA Bidder, to make a Bid and

which will be considered as an application for Allotment in terms of the Red

Herring Prospectus and the Prospectus

Bid/ Issue Closing Date Except in relation to Bids received from Anchor Investors, the date after which

the Syndicate, the Designated Branches and the Registered Brokers will not

accept any Bids for the Issue, which shall be notified in two national daily

newspapers, one each in English and Hindi and in one regional language, each

7

Term Description

with wide circulation

Our Company may, in consultation with the BRLMs, consider closing the

Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing

Date in accordance with the SEBI Regulations.

Bid/ Issue Opening Date Except in relation to Bids received from the Anchor Investors, the date on

which the Syndicate, the Designated Branches and the Registered Brokers

shall start accepting Bids for the Issue, which shall be notified in two national

daily newspapers, one each in English and Hindi and in one regional language,

each with wide circulation

Bid/ Issue Period Except in relation to Anchor Investors, the period between the Bid/Issue

Opening Date and the Bid/Issue Closing Date, inclusive of both days, during

which prospective Bidders can submit their Bids, including any revisions

thereof

Bid Lot [●]

Bidder(s) Any prospective investor who makes a Bid pursuant to the terms of the Red

Herring Prospectus and the Bid cum Application Form

Book Building Process The book building process, as provided in Schedule XI of the SEBI

Regulations, in terms of which this Issue is being made

Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the

Bid cum Application Forms to a Registered Broker. The details of such Broker

Centres, along with the names and contact details of the Registered Broker are

available on the respective website of the Stock Exchanges.

BRLMs/Book Running Lead

Managers

The book running lead managers to the Issue, being IDFC Securities, Inga and

IDBI Capital

CAN / Confirmation of

Allocation Note

Notice or intimation of allocation of the Equity Shares sent to Anchor

Investors, who have been allocated the Equity Shares, after the Anchor

Investor Bid/Issue Period

Cap Price The higher end of the Price Band, subject to any revision thereto, above which

the Issue Price will not be finalised and above which no Bids will be accepted

Compliance Officer The company secretary who has been appointed as compliance officer of our

Company

Controlling Branches Such branches of SCSBs which coordinate Bids under the Issue with the

BRLMs, the Registrar and the Stock Exchanges, a list of which is available on

the website of SEBI at http://www.sebi.gov.in

Cut-off Price The Issue Price, finalised by our Company in consultation with BRLMs. Only

Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs

(including Anchor Investors) and Non-Institutional Bidders are not entitled to

Bid at the Cut-off Price

Designated Branches Such branches of the SCSBs which shall collect Bid cum Application Forms

used by ASBA Bidders, a list of which is available on the website of SEBI at

http://www.sebi.gov.in

Designated Date The date on which the Escrow Collection Banks transfer funds from the

Escrow Accounts and instructions are issued to the SCSBs for tranfer of funds

from the ASBA Accounts, to the Public Issue Account(s) or the Refund

Account, as the case may be, in terms of the Red Herring Prospectus

Designated Stock Exchange [●]

Draft Red Herring Prospectus

or DRHP

This draft red herring prospectus dated September 29, 2014 issued in

accordance with the SEBI Regulations, which does not contain complete

particulars of the price at which the Equity Shares will be Allotted

Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an

offer or invitation under the Issue and in relation to whom the Bid cum

Application Form and the Red Herring Prospectus constitutes an invitation to

subscribe to the Equity Shares

Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an

8

Term Description

offer or invitation under the Issue and in relation to whom the Bid cum

Application Form and the Red Herring Prospectus constitutes an invitation to

subscribe to the Equity Shares offered thereby and who have opened demat

accounts with SEBI registered qualified depository participants

Engagement Letters The engagement letters dated August 22, 2014 between our Company, IDFC

Securities and Inga, and dated May 2, 2014 between our Company and IDBI

Capital

Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the

Bidders (excluding the ASBA Bidders) will issue cheques or demand drafts in

respect of the Bid Amount when submitting a Bid

Escrow Agreement Agreement to be entered into between our Company, the Registrar to the Issue,

the BRLMs, the Syndicate Members, the Escrow Collection Bank(s) and the

Refund Bank(s) for collection of the Bid Amounts and where applicable,

refunds of the amounts collected to the Bidders (excluding the ASBA Bidders)

on the terms and conditions thereof

Equity Listing Agreement Listing agreement to be entered into by our Company with the Stock

Exchanges

First Bidder The Bidder whose name appears first in the Bid cum Application Form or

Revision Form

Floor Price The lower end of the Price Band, subject to any revision thereto, at or above

which the Issue Price will be finalised and below which no Bids will be

accepted

IDBI Capital IDBI Capital Market Services Limited

IDFC Securities IDFC Securities Limited

Inga Inga Capital Private Limited

Issue Public issue of [●] Equity Shares for cash at a price of ` [●] each, aggregating

up to ` 3,600 million, pursuant to the terms of the Red Herring Prospectus

Issue Agreement The agreement dated September 29, 2014 between our Company and the

BRLMs, pursuant to which certain arrangements are agreed to in relation to

the Issue Issue Price The final price at which the Equity Shares will be Allotted in terms of the Red

Herring Prospectus. The Issue Price will be decided by our Company in

consultation with BRLMs on the Pricing Date. Unless otherwise stated or the

context otherwise implies, the term Issue Price refers to the Issue Price

applicable to investors other than Anchor Investors

Issue Proceeds The proceeds of the Issue available to our Company. For further information

about use of Issue Proceeds, see the section “Objects of the Issue” on page 94

Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [●] Equity

Shares which shall be available for allocation to Mutual Funds only

Net Proceeds Proceeds of the Issue less the Issue expenses. For further information about the

Issue expenses, see the section “Objects of the Issue” on page 94

Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid

for Equity Shares for an amount more than ` 200,000 (but not including NRIs

other than Eligible NRIs)

Non-Institutional Portion The portion of the Issue being not more than 15% of the Issue, or [●] Equity

Shares which shall be available for allocation on a proportionate basis to Non-

Institutional Bidders, subject to valid Bids being received at or above the Issue

Price

Price Band Price Band of a minimum price of ` [●] per Equity Share (Floor Price) and the

maximum price of ` [●] per Equity Share (Cap Price), including any revisions

thereof. The Price Band and the minimum Bid Lot size for the Issue will be

decided by our Company in consultation with the BRLMs and advertised, at

least five Working Days prior to the Bid/Issue Opening Date, in [●] edition of

English national newspaper [●], [●] edition of Hindi national newspaper [●],

and [●] edition of regional language newspaper [●], each with wide

9

Term Description

circulation.

Pricing Date The date on which our Company, in consultation with the BRLMs, will

finalise the Issue Price

Prospectus The Prospectus to be filed with the RoC in accordance with section 26 of the

Companies Act, 2013 containing, inter alia, the Issue Price that is determined

at the end of the Book Building Process, the size of the Issue and certain other

information

Public Issue Account(s) Account(s) opened with the Bankers to the Issue to receive monies from the

Escrow Account(s) and to which funds shall be tranferred by the SCSBs from

the ASBA Account, on or after the Designated Date

QIB Category / QIB Portion The portion of the Issue (including the Anchor Investor Portion) amounting to

at least 75% of the Issue consisting of [●] Equity Shares which shall be

Allotted to QIBs (including Anchor Investors) on a proportionate basis

Qualified Foreign Investors or

QFIs

Non-resident investors, other than SEBI registered FIIs or sub-accounts or

SEBI registered FVCIs, who meet ‘know your client’ requirements prescribed

by SEBI and are resident in a country which is (i) a member of Financial

Action Task Force or a member of a group which is a member of Financial

Action Task Force; and (ii) a signatory to the International Organisation of

Securities Commission’s Multilateral Memorandum of Understanding or a

signatory of a bilateral memorandum of understanding with SEBI.

Provided that such non-resident investor shall not be resident in a country

which is listed in the public statements issued by Financial Action Task Force

from time to time on: (i) jurisdictions having a strategic Anti-Money

Laundering/Combating the Financing of Terrorism deficiencies to which

counter measures apply; (ii) jurisdictions that have not made sufficient

progress in addressing the deficiencies or have not committed to an action plan

developed with the Financial Action Task Force to address the deficiencies

Qualified Institutional Buyers

or QIBs

Qualified institutional buyers as defined under Regulation 2(1)(zd) of the

SEBI Regulations

Red Herring Prospectus or

RHP

The red herring prospectus to be issued by our Company in accordance with

section 32 of the Companies Act, 2013 and the provisions of the SEBI

Regulations, which will not have complete particulars of the price at which the

Equity Shares will be offered. The Red Herring Prospectus will be registered

with the RoC at least three days before the Bid/Issue Opening Date and will

become the Prospectus upon filing with the RoC after the Pricing Date

Refund Account(s) The account opened with the Refund Bank(s), from which refunds, if any, of

the whole or part of the Bid Amount (excluding refunds to ASBA Bidders)

shall be made

Refund Bank(s) [●]

Refunds through electronic

transfer of funds

Refunds through NECS, Direct Credit, RTGS or NEFT, as applicable

Registered Brokers Stock brokers registered with the stock exchanges having nationwide

terminals, other than the members of the Syndicate

Registrar to the

Issue/Registrar

Registrar to the Issue, in this case being Link Intime India Private Limited

Retail Individual Bidder(s) Individual Bidders who have Bid for Equity Shares for an amount not more

than ` 200,000 in any of the bidding options in the Issue (including HUFs

applying through their Karta and Eligible NRIs)

Retail Portion The portion of the Issue being not more than 10% of the Issue, or [●] Equity

Shares which shall be available for allocation to Retail Individual Bidder(s) in

accordance with SEBI Regulations subject to valid Bids being received at or

above the Issue Price

Revision Form Form used by the Bidders, including ASBA Bidders, to modify the quantity of

10

Term Description

the Equity Shares or the Bid Amount in any of their Bid cum Application

Forms or any previous Revision Form(s). Kindly note that QIB Bidders and

Non-Institutional Bidders are not allowed to withdraw or lower their Bid (in

terms of number of Equity Shares or the Bid Amount) at any stage

Self Certified Syndicate

Bank(s) or SCSB(s)

The banks registered with SEBI, offering services in relation to ASBA, a list

of which is available on the website of SEBI at http://www.sebi.gov.in

Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms

from ASBA Bidders, a list of which is available at the website of the SEBI

(www.sebi.gov.in) and updated from time to time

Stock Exchanges BSE and NSE

Syndicate Agreement The agreement to be entered into amongst the BRLMs, the Syndicate

Members and our Company in relation to the collection of Bids in this Issue

(excluding Bids from Bidders applying through the ASBA process or Bids

submitted to the Registered Brokers at the Broking Centres)

Syndicate Members [●]

Syndicate/ members of the

Syndicate

BRLMs and Syndicate Members

TRS/Transaction Registration

Slip

The slip or document issued by the Syndicate, or the SCSB (only on demand),

as the case may be, to the Bidder as proof of registration of the Bid

Underwriters BRLMs and Syndicate Members

Underwriting Agreement The agreement amongst the Underwriters and our Company to be entered into

on or about the Pricing Date

Working Days Any day, other than Saturdays and Sundays, on which commercial banks in

Mumbai are open for business, provided however, for the purpose of the time

period between the Bid/Issue Closing Date and listing of the Equity Shares on

the Stock Exchanges, “Working Days” shall mean all days excluding Sundays

and bank holidays in Mumbai in accordance with the SEBI circular no.

CIR/CFD/DIL/3/2010 dated April 22, 2010

Technical/Industry Related Terms/Abbreviations

Term Description

AVECL Ahmedabad Vadodara Expressways Company Limited

BOOT Build, Own, Operate and Transfer

BOT Build, Operate and Transfer

BTLO Build-Transfer-Lease-Operate

BRO Border Roads Organisation

CRF Central Road Fund

DBFOT Design, Build, Finance, Operate and Transfer

DIPP Department of Industrial Policy and Promotion

EPC Engineering, Procurement and Construction

ETC Electronic Toll Collection

HPBSMDA Himachal Pradesh Bus Stand Management and Development Authority

HRBC Hooghly River Bridge Commissioners

ITEL IT Expressway Limited

MJPRCL Mumbai – JNPT Port Road Company Limited

MoRTH Ministry of Road Transport and Highways

MSRDC Maharashtra State Road Development Corporation Limited

NHAI National Highways Authority of India

NHDP National Highway Development Programme

O&M Operation and Maintenance services

OMT Operate, Maintain and Transfer

PMGSY Pradhan Mantri Gram Sadak Yojna

11

Term Description

POS Point of Sale

PPP Public Private Partnership

PWD Public Works Department

RFID Radio Frequency Identification

RIDCOR Road Infrastructure Development Company of Rajasthan Limited

RSRDC Rajasthan State Road Development & Construction Corporation Limited

VGF Viability Gap Funding

Conventional Terms/ Abbreviations

Term Description

AGM Annual general meeting

AIF Alternative Investment Fund as defined in and registered with SEBI under the

Securities and Exchange Board of India (Alternative Investment Funds)

Regulations, 2012, as amended

AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of

India

BSE BSE Limited

CAGR Compounded annual growth rate

Category I Foreign Portfolio

Investors

FPIs who are registered as “Category I foreign portfolio investors” under the

SEBI FPI Regulations

Category II Foreign Portfolio

Investors

FPIs who are registered as “Category II foreign portfolio investors” under the

SEBI FPI Regulations

Category III Foreign Portfolio

Investors

FPIs who are registered as “Category III foreign portfolio investors” under the

SEBI FPI Regulations

CBDT Central Board of Direct Taxes

CDSL Central Depository Services (India) Limited

CESTAT Central Excise & Service Tax Appellate Tribunal

CIN Corporate identity number

Client ID Client identification number of the Bidder’s beneficiary account

Companies Act Companies Act, 1956 (without reference to the provisions thereof that have

ceased to have effect upon notification of the Notified Sections) and the

Notified Sections

Depositories NSDL and CDSL

Depositories Act Depositories Act, 1996

DIN Director identification number

DP ID Depository participant’s identification

DP/Depository Participant A depository participant as defined under the Depositories Act

EBITDA Earnings before interest, tax, depreciation and amortisation

EGM Extraordinary general meeting

EPS Earnings per share

FCNR Foreign currency non-resident

FDI Foreign direct investment

FEMA

Foreign Exchange Management Act, 1999 read with rules and regulations

thereunder and amendments thereto

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

Resident Outside India) Regulations, 2000, as amended

FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations

FPI(s) A foreign portfolio investor as defined under the SEBI FPI Regulations

Financial

Year/Fiscal/FY/Fiscal Year

The period of 12 months ending March 31 of that particular year

FIPB Foreign Investment Promotion Board

12

Term Description

FVCI Foreign venture capital investors as defined and registered with SEBI under

the Securities and Exchange Board of India (Foreign Venture Capital

Investors) Regulations, 2000

GDP Gross domestic product

GIR General index register

GoI/Government Government of India

HUF Hindu undivided family

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

Income Tax Act/ I.T. Act The Income Tax Act, 1961

Indian GAAP Generally Accepted Accounting Principles in India

IPO Initial public offering

LLP Act Limited Liability Partnership Act, 2008

MICR Magnetic ink character recognition

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

of India (Mutual Funds) Regulations, 1996

National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated

November 23, 2005 of the GoI, published in the Gazette of India

NAV Net asset value

NECS National Electronic Clearing Service

NEFT National Electronic Fund Transfer

Notified Sections The sections of the Companies Act, 2013 that have been notified as having

come into effect prior to the date of this Draft Red Herring Prospectus

NR / Non-Resident A person resident outside India, as defined under the FEMA and includes an

NRI, FIIs, FPIs, QFIs and FVCIs

NRE Account Non resident external account

NRI A person resident outside India, who is a citizen of India or a person of Indian

origin, and shall have the meaning ascribed to such term in the Foreign

Exchange Management (Deposit) Regulations, 2000

NRO Account Non resident ordinary account

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB / Overseas Corporate

Body

A company, partnership, society or other corporate body owned directly or

indirectly to the extent of at least 60% by NRIs including overseas trusts, in

which not less than 60% of beneficial interest is irrevocably held by NRIs

directly or indirectly and which was in existence on October 3, 2003 and

immediately before such date had taken benefits under the general permission

granted to OCBs under FEMA

p.a. Per annum

P/E Ratio Price/earnings ratio

PAN Permanent account number

PAT Profit after tax

RBI Reserve Bank of India

RoNW Return on net worth

`/Rs./Rupees Indian Rupees

RTGS Real time gross settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)

Regulations, 2012

SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)

13

Term Description

Regulations, 1995

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

Regulations, 2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor)

Regulations, 2000

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

Requirements) Regulations, 2009

SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,

1996

SICA Sick Industrial Companies (Special Provisions) Act, 1985

SPV Special Purpose Vehicle

State Government The government of a State in India

UK United Kingdom

ULIP Unit Linked Insurance Plan

U.S. / United States / USA United States of America

U.S. GAAP Generally Accepted Accounting Principles in the United States of America

USD / US$ United States Dollars

VCFs Venture capital funds as defined in and registered with SEBI under the SEBI

VCF Regulations or the SEBI AIF Regulations, as the case may be

14

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India and all

references to the “U.S.”, “USA” or the “United States” are to the United States of America.

Financial Data

Unless stated otherwise, financial data included in this Draft Red Herring Prospectus is derived from the

restated standalone and consolidated financial information of our Company as of and for the years ended March

31, 2010, 2011, 2012, 2013 and 2014 and the related notes, schedules and annexures thereto included elsewhere

in the Draft Red Herring Prospectus, prepared in accordance with Indian GAAP and the Companies Act, 1956

and / or Companies Act, 2013 and restated in accordance with the SEBI Regulations. In this Draft Red Herring

Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to

rounding off.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year, so all references

to a particular financial year, unless stated otherwise, are to the 12 months period ended on March 31 of that

year.

There are significant differences between Indian GAAP, U.S. GAAP and IFRS. The reconciliation of the

financial information to IFRS or U.S. GAAP financial information has not been provided. Our Company has

not attempted to explain those differences or quantify their impact on the financial data included in this Draft

Red Herring Prospectus, and it is urged that you consult your own advisors regarding such differences and their

impact on our Company’s financial data. Accordingly, the degree to which the financial information included in

this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s

level of familiarity with Indian accounting practices, Indian GAAP, the Companies Act, 1956 and / or

Companies Act, 2013 and the SEBI Regulations. Any reliance by persons not familiar with Indian accounting

practices, Indian GAAP, the Companies Act, the SEBI Regulations on the financial disclosures presented in this

Draft Red Herring Prospectus should accordingly be limited.

Unless otherwise indicated, any percentage amounts, as set forth in this Draft Red Herring Prospectus, including

in the sections “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” on pages 17, 145 and 402 respectively, have been calculated on the basis of the

restated consolidated and standalone financial information prepared in accordance with Indian GAAP and the

Companies Act, 1956 and restated in accordance with the SEBI Regulations.

Currency and Units of Presentation

All references to:

“`” or “Rupees” are to Indian Rupees, the official currency of the Republic of India; and

“US$” or “USD” are to United States Dollars, the official currency of the United States of America.

Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “million”

units. One million represents 1,000,000 and one billion represents 1,000,000,000.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus have been obtained

or derived from publicly available information as well as industry publications and sources. Further,

information pertaining to toll collection market and OMT market for road projects have been derived from a

report titled “Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection Market for Road Projects in

India” dated June 2014, by CRISIL Limited (CRISIL Research) (the “CRISIL Report”).

Industry publications generally state that information contained in those publications has been obtained from

sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability

cannot be assured. Accordingly, no investment decision should be made on the basis of such information.

15

Although we believe that industry data used in this Draft Red Herring Prospectus is reliable, it has not been

independently verified by the BRLMs or our Company. Such data involves risks, uncertainties and numerous

assumptions and is subject to change based on various factors, including those discussed in the section “Risk

Factors” on page 17. Accordingly, investment decisions should not be based solely on such information.

The extent to which market and industry data used in this Draft Red Herring Prospectus is meaningful depends

on the reader’s familiarity with and understanding of methodologies used in compiling such data. There are no

standard data gathering methodologies in the industry in which business of our Company is conducted, and

methodologies and assumptions may vary widely among different industry sources.

Definitions

For definitions, see the section “Definitions and Abbreviations” on page 3. In the section “Main Provisions of

the Articles of Association” on page 550, defined terms have the meaning given to such terms in the Articles of

Association.

16

FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking

statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,

“estimate”, “intend”, “objective”, “plan”, “project”, “will”, “will continue”, “will pursue” or other words or

phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also

forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions

about us that could cause actual results to differ materially from those contemplated by the relevant forward-

looking statement.

Certain important factors that could cause actual results to differ materially from our expectations include, but

are not limited to, the following:

ability to accurately forecast traffic volumes for our projects;

Dependence on road projects undertaken or awarded by government entities or other entities funded by

the Government of India;

Dependence on Mumbai Entry Points Project;

Ability to obtain new contracts;

Ability to successfully implement new technologies in tolling as well as maintainence activities;

Ability to obtain third party debts for our projects; and

Ability to generate revenue to cover increase in interest rate and operating and maintainence costs.

For further discussion on factors that could cause actual results to differ from expectations, see the sections

“Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” on pages 17, 145 and 402, respectively. By their nature, certain market risk disclosures

are only estimates and could be materially different from what actually occurs in the future. As a result, actual

gains or losses could materially differ from those that have been estimated.

Forward-looking statements reflect current views as of the date of this Draft Red Herring Prospectus and are not

a guarantee of future performance. These statements are based on the management’s beliefs and assumptions,

which in turn are based on currently available information. Although we believe the assumptions upon which

these forward-looking statements are based are reasonable, any of these assumptions could prove to be

inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our

Company, the Directors, the BRLMs nor any of their respective affiliates have any obligation to update or

otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence

of underlying events, even if the underlying assumptions do not come to fruition. Our Company will ensure that

the investors in India are informed of material developments until the time of the grant of listing and trading

permission by the Stock Exchanges.

17

SECTION II: RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. Investors should carefully consider all the

information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before

making an investment in the Equity Shares. The risks and uncertainties described in this section are not the only

risks that we currently face. Additional risks and uncertainties not currently known to us or that are currently

believed to be immaterial may also have an adverse impact on our business, results of operations and financial

condition. If any of the following risks, or other risks that are not currently known or are currently deemed

immaterial, actually occur, our business, results of operations and financial condition could be materially and

adversely affected and the price of our Equity Shares could decline, causing the investors to lose part or all of

the value of their investment in the Equity Shares. The financial and other related implications of the risk

factors, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are

certain risk factors where the financial impact is not quantifiable and, therefore, cannot be disclosed in such

risk factors.

This Draft Red Herring Prospectus also contains forward-looking statements that involve risks and

uncertainties. Our Company’s actual results could differ materially from those anticipated in these forward-

looking statements as a result of certain factors, including the considerations described below and elsewhere in

this Draft Red Herring Prospectus. See the section “Forward-Looking Statements” on page 16. To obtain a

complete understanding, prospective investors should read this section in conjunction with the sections “Our

Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on

pages 145 and 402, respectively, as well as the other financial and statistical information contained in this

Draft Red Herring Prospectus. Unless otherwise stated, financial information in this section is derived from our

Restated Consolidated Financial Information included in section “Financial Statements” on page 256. 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.

Internal Risk Factors:

1. There are outstanding legal proceedings alleging criminal negligence against one of our Subsidiaries.

A public interest litigation has been filed in the High Court of Bombay by Ketan Tirodkar against

MSRDC and MEP RGSL as the project operator for the RGSL Project, in connection with a suicide

incident that took place at RGSL, alleging that the infrastructure and security measures at RGSL are

inadequate to prevent suicide incidents. The Petitioner has prayed, inter alia, that: (i) MEP RGSL be

directed to undertake efforts to remedy the same; (ii) MEP RGSL and MSRDC be directed to pay

compensation to the Government for failing to install sufficient security and surveillance infrastructure;

and (iii) the Ministry of Home Affairs, Government of Manaharashtra be directed to register a first

information report into the criminal negligence on the part of MEP RGSL and MSRDC that led threat to

the security and safety of the common man and the city of Mumbai. MEP RGSL has filed an application

before the High Court of Bombay seeking quashing of the public interest litigation so far as it relates to

MEP RGSL.

An adverse outcome in the abovementioned proceedings could have an adverse effect on our reputation

and may affect our future business, prospects, financial condition and results of operations. We cannot

assure you that these proceedings will be decided in favour of MEP RGSL. For further details, see the

section “Outstanding Litigation and Material Developments – Litigation involving our Subsidiaries –

MEP RGSL – Litigation against MEP RGSL – Public Interest Litigation” on page 465.

2. We derive a substantial portion of our revenue from the Mumbai Entry Points Project. Termination

of, or reduction in revenue from, the Mumbai Entry Points Project could have a material adverse

effect on our business, results of operation and financial condition.

A significant portion of our total revenue on a consolidated basis is generated from the Mumbai Entry

Points Project, in terms of which we undertake the maintenance of and collection of toll at, the five

Mumbai Entry Points, pursuant to a contract dated November 19, 2010 with MSRDC (the “Mumbai

18

Entry Points Contract”). The term of the Mumbai Entry Points Contract is for a period of 16 years from

November 20, 2010. For Fiscal 2014, Fiscal 2013 and Fiscal 2012, the Mumbai Entry Points Project

contributed 28.46%, 26.14% and 29.46%, respectively, of our total revenue on a consolidated basis.

We have made an upfront payment of ` 21,000 million to MSRDC for the Mumbai Entry Points Project

in 2010. In terms of the Mumbai Entry Points Contract, MSRDC has the right to terminate the Mumbai

Entry Points Contract in the event of any material breach or default on our part in complying with the

terms and conditions of the Mumbai Entry Points Contract, including any default on our obligations

under the financing agreements for the loans availed for the Mumbai Entry Points Project. Further,

MSRDC may also terminate the Mumbai Entry Points Contract upon occurrence of any force majeure

events in accordance with the provisions of the Mumbai Entry Points Contract. Further, in terms of the

substitution agreement amongst MSRDC, MIPL and certain lenders of MIPL (the “MIPL Lenders”), the

MIPL Lenders have a right to substitute MIPL with another contractor for the Mumbai Entry Points

Project, with the approval of MSRDC, on the occurrence of any material breach on MIPL’s part to

comply with the terms of the Mumbai Entry Points Contract or any material default on MIPL’s part to

make payments under the financing documents for the Mumbai Entry Points Project.

Whilst we are entitled to receive compensation from MSRDC in the event of an early termination, there

is no assurance that we would be able to recover the amounts invested by us entirely. An early

termination of the Mumbai Entry Points Contract by MSRDC would materially adversely affect our

business, results of operations and financial condition. For details regarding the Mumbai Entry Points

Contract, see the section “Description of Certain Key Contracts” on page 179.

Further, the revenue that we generate from the Mumbai Entry Points Project may reduce on account of

different factors including fall in traffic volume. Any substantial reduction in the revenue from the

Mumbai Entry Points Project would have an adverse impact on our business, results of operation and

financial condition.

3. Our business is substantially dependent on our ability to accurately forecast traffic volumes for our

projects. Any material decrease in the actual traffic volume as compared to our forecasted traffic

volume could have a material adverse effect on our cash flows, results of operations and financial

condition.

When preparing our tender for a toll collection or OMT project, we need to forecast the traffic volume

for the road in order to estimate our expected revenue over the period of the contract and to arrive at the

bid amount. In such instances, if the traffic volume is less than our forecasted traffic volume, the revenue

from such toll collection or OMT project may be lesser than expected and may lead to losses or lower

than expected profits on such contract. Whilst we have an experienced traffic survey team which has

conducted surveys on various national highways, state highways, expressways, bypasses and bridges,

forecasting of traffic volumes cannot be made with certainty and we cannot assure you that our forecasts

will be accurate. Traffic volumes may be affected by various external factors beyond our control,

including:

toll rates;

fuel prices in India;

the affordability of automobiles;

location of the toll road projects;

the quality, convenience and travel time on alternate routes outside our network;

cost, convenience and availability of alternate means of transportation, including rail networks

and air transport;

19

the level of commercial, industrial and residential development in areas served by our

projects;

growth of the Indian economy;

adverse weather conditions; and

seasonal holidays.

Traffic volumes are also influenced by the convenience and extent of a toll road’s connections with other

parts of the local and national highway and toll road network. There can be no assurance that future

changes affecting the road network in India, through road additions and closures or through other traffic

diversions or redirections, or the development of other means of transportation, such as air or rail

transport, will not adversely affect traffic volume on our toll roads. In the event that we experience a

significant decrease in traffic volumes on our toll roads, we will experience a decrease in our revenues,

profitability, cash flows, financial condition and the results of operations all of which may be materially

and adversely affected.

Further, a substantial majority of our contracts do not contain any restrictions on the Government from

building or upgrading competing roads and such roads may not necessarily be subject to payment of toll.

While our OMT contracts with NHAI have non-compete provisions with respect to roads to be

constructed by the NHAI and any other government instrumentality for the term of the contract, these

restrictions fall away if the traffic on the road exceeds pre-specified limits in any year. For further

details, see the section “Description of Certain Key Contracts” on page 179. Competing road(s) or other

alternative modes of travel may have a significant adverse impact on the toll revenues of the relevant

road(s).

4. Our business is substantially dependent on road projects in India undertaken or awarded by

governmental authorities and other entities funded by the Government of India or State Governments

and we derive almost all of our revenues from contracts with a limited number of government entities.

Any adverse changes in the Central or State Government policies may lead to our contracts being

foreclosed, terminated, restructured or renegotiated.

Our business is substantially dependent on road projects in India undertaken or awarded by

governmental authorities and other entities funded by the Government of India or State Governments.

We currently derive almost all of our revenues from contracts with a limited number of government

entities. These include NHAI, MSRDC, RIDCOR, RSRDC, MJPRCL and HRBC. During Fiscal 2014,

Fiscal 2013 and Fiscal 2012, revenue earned from contracts with NHAI and MSRDC jointly accounted

for 82.35%, 86.37% and 85.32%, respectively, of our total revenue on a consolidated basis. There can be

no assurance that the Government of India or the State Governments will continue to place emphasis on

the road infrastructure sector. In the event of any adverse change in budgetary allocations for

infrastructure development or a downturn in available work in the road infrastructure sector or de-

notification of toll collection resulting from any change in government policies or priorities, our business

prospects and our financial performance, may be adversely affected.

The contracts with Government entities may be subject to extensive internal processes, policy changes,

Government or external budgetary allocation and insufficiency of funds which may lead to lower number

of contracts available for bidding or increase in the time gap between invitation for bids and award of the

contract. So long as Government entities are responsible for awarding contracts to us and are a critical

party to the development and ongoing operations of our projects, our business is directly and

significantly dependent on projects awarded by them. With reference to projects where our bids have

been successful, there may be delays in award of the projects and/or notification of appointed dates,

which may result in us having to retain resources which remain unallocated, thereby adversely affecting

our financial condition and results of operations.

Any adverse changes in the Government of India or State Government policies may lead to our contracts

20

being foreclosed or terminated. For example, the Maharashtra Government recently closed down 44 toll

plazas in Maharashtra awarded to various toll contractors under privatization projects which included

one of our Long Term Projects for collection of toll at Nagzari for a period of 156 weeks until September

2015. There is no assurance that the Government will not close down any more toll plazas in the future.

In the event that the Central or any State Government closes down toll plazas belonging to any of our

projects, there can be no assurance that we will recover the costs incurred in undertaking the project,

including payments made to the respective authority, which may lead to an adverse effect on our

business, prospects, cash flows and financial condition. Adverse changes in Government policies may

also lead to our contracts being restructured or renegotiated, resulting in, amongst others, change in the

scope of our work under such contracts. We cannot assure you that we would be able to recover the cost

associated with undertaking any such additional work which was not contemplated at the time of

entering into the contracts. Further, adverse changes in the Government of India or State Government

policies may also materially and adversely affect our financing, capital expenditure, revenues,

development, cash flows or operations relating to our existing projects as well as our ability to

participate in competitive bidding or bilateral negotiations for our future projects.

Additionally, we may be restricted in our ability to, among other things, increase toll rates, sell our

interests to third parties, contract with certain customers or assign our rights or obligations under our

contracts to any person. These restrictions may limit our flexibility in operating our business, which

could have an adverse effect on our business, prospects, results of operations, cash flows and financial

condition.

5. We are presently in breach of certain covenants in some of our financing agreements and any

material adverse action taken by the lenders in connection with such breaches may have a material

adverse effect on our business, results of operation and financial condition.

We are presently in breach of certain covenants under some of our financing agreements. These include

payment delays for amounts due, delays or defaults in sending information and reports to lenders, failure

to maintain certain financial covenants, failure to create security as per the financing documents,

undertaking certain activities (such as investments, by way of equity or debt, in our Subsidiaries and

allotment of Equity Shares to our Corporate Promoter, ITIPL) without the prior consent of the lenders

and failure to undertake certain activities required under our financing agreements (for instance,

constitution of certain committees). The breach of such covenants, in most instances (whether upon a

service of notice by the lender or otherwise), constitutes an event of default under the relevant facilities

and entitles the respective lenders to enforce remedies under the terms of the respective financing

agreements.

We have not currently applied to our lenders for waivers in respect to these breaches. We cannot assure

you that such lenders will not seek to enforce their rights in respect of any breaches under the financing

agreements. Further, such breaches and relevant actions by the respective lenders could also trigger

enforcement action by other lenders pursuant to cross-default provisions under certain of our financing

agreements.

If the obligations under any of our financing agreements are accelerated, we may have to dedicate a

substantial portion of our cash flow from operations to make payments under the financing documents,

thereby reducing the availability of cash for our operations. In addition, the lenders and/or the security

trustees may enforce their respective security interest in certain of our assets. Further, during the period

in which we are in default, we may face difficulties in raising further loans. Any future inability to

comply with the covenants under our financing agreements or to obtain the necessary consents required

thereunder may lead to termination of our credit facilities, levy of penal interest, acceleration of all

amounts due under such financing agreements and enforcement of any security provided. Any of these

circumstances would have an adverse effect our business, results of operation and financial condition.

21

6. Increase in toll rates is governed by the terms of the respective contracts. We do not have the right to

increase toll rates that are charged at our projects and we cannot assure that such increases would be

sufficient to meet increased costs associated with such project.

The toll rates that we are permitted to charge with respect to a project is governed by the terms of the

contract for the project and is subject to escalation over the life of the project based on a mechanism set

forth in the contract or on notifications issued by the competent authority. For our OMT projects with

NHAI, annual revision in toll rates is linked to variation in the Wholesale Price Index, which makes it

difficult to predict the total estimated tolling revenue from the project. For our Mumbai Entry Points

Project and the Phalodi – Ramji Project, the increases in toll rates are pre-fixed. Further, for our Short

Term projects as well as the Phalodi – Ramji Project, the Solapur IRDP Project and the Vidyasagar Setu

Project, an increase in the toll rates would result in a proportionate increase in the amount payable by us

to the authorities. If the increases in tolls do not keep pace with increases in costs of materials and labour

for maintaining and operating the project or increases in interest rates payable on the loan or loans for the

project, it could have a material adverse effect on our results of operations and financial condition.

7. All our current contracts are awarded to us by government or government backed entities and may be

terminated upon the occurrence of any force majeure events or in the event of any default on part of

either party. We may not receive any compensation on account of any such termination or the amount

of compensation we receive may be less than our expected profit from the contract or the value of the

loan we have taken for the project. We are also required to indemnify such authorities under the

terms of our contracts.

All our current contracts are awarded to us by governments or government-backed entities. One of the

standard conditions in contracts awarded by governments or government-backed entities is that the

contract is liable to be terminated upon occurrence of force majeure events including act of God, war,

flood, earthquake, epidemic and certain other political events such as change in law, expropriation of

rights of the contractor or unauthorised revocation of license and permits required to perform the

obligations under the contract. Furthermore, we may be subject to loss of revenue and profit on account

of any force majeure events affecting our projects. For instance, we have incurred loss of revenue from

Hyderabad Bangalore Project on account of agitation in Seemandhra/Telengana region and have incurred

loss of revenue from the Madurai Kanyakumari Project on account of a temporary injunction from High

Court of Madras on collection of toll from certain vehicles. Whilst we have made claims against NHAI,

there is no assurance that we will receive such compensation claimed, or that the amount of

compensation we receive will be adequate to compensate the loss of revenue incurred by us.

In addition, authorities retain certain rights to terminate the contract prior to the expiration of the contract

period in the event of any failure on our part to comply with the terms and conditions of the contract. We

may not be entitled to any compensation at all for such early termination of contract by the authority on

account of our breach of the terms and conditions of the contract. Additionally, while we have a right to

terminate the contract in case of certain defaults on part of the authority as prescribed under the

respective contract, for some of our contracts, we are not entitled to any termination payment on account

of the authority’s default. Further, even in cases where we are entitled to termination payment, upon

termination due to an event of default by the authority, there is no assurance that the compensation

amount we may receive will be sufficient to cover operation and maintenance costs already incurred by

us in respect of the projects. Furthermore, any such early termination would result in us not being able to

earn the profit that we had estimated at the commencement of the project.

We have made upfront payments to the authorities under some of our contracts and there is no assurance

that we would be able to recover the entire upfront payment made by us in the event of an early

termination of the contract by the relevant authority on account of our breach of the terms and conditions

of the contract. For instance, in case of our Mumbai Entry Points Contract, we are entitled to 90% of the

debt due less insurance cover, in the event of a breach of the terms of the contract by us.

Further, under some of our OMT contracts, we are liable for any defects in the project even after the

termination of the contract. For instance, in terms of the contract dated October 25, 2010 with MSRDC

22

for the Baramati Project, we are liable for all defects and deficiencies in the project for a period of three

years after termination of the contract. Any liability arising from such defects and deficiencies may force

us to incur additional expenditure which may impact our profitability. Further, for some of our projects,

lenders have a right to substitute us with another contractor, with the approval of the authority, on the

occurrence of any material breach on our part to comply with the terms of contract for the project or any

material default on our part to make payments under the financing documents, which is not cured within

the specified cure period.

Whilst we may receive payments for early termination on account of force majeure events, the amount

received may be less than the amount of profit we would have made had we retained the right to operate

the project until the end of the contract period. The amount of compensation we receive may also be less

than the outstanding loan on the project. Additionally, we are required to indemnify such authorities for

any loss caused to them due to our act or omissions, or those of our sub-contractors. Therefore, the

termination of a contract prior to the expiration of the contract period by the authority or the enforcement

of the indemnity provided by us may have a material adverse effect on our results of operations and

financial condition. Such early termination, on account of breach of contract or an event of default by us,

may also have adverse effects on our brand value and credibility which may impact our ability to bid for

and be awarded future contracts and may result in us being blacklisted by the authorities and being

prohibited from bidding for future contracts.

8. We may be subject to penalties in case we do not comply with the terms of our contracts and in certain

cases our rights to collect toll under the contract may be suspended by the authority.

In terms of the contracts awarded to us for our projects, we are subject to penalties, including penal

interest, in the event of a failure on our part to perform our obligations or comply with the terms of such

contracts including charging tolls at a rate above the rates prescribed in the contract or delay in making

payment of installments to the authority or non performance of any maintenance or repair work or failure

to fulfill conditions precedent. The amount of penalty is governed by the terms of the contract and in

certain cases the quantum of penalty is calculated based on the amount involved in the breach. Further,

the authority has the right to encash the performance security submitted by us in the event of a failure on

our part to comply with the terms of the contract and we are required to replenish the performance

security in such cases. Under some of our contracts, the authority also has the right to terminate the

contract together with forfeiture of performance security, in the event of a failure on our part to rectify

any default within the specified period. We have been subject to penalties (including payment of penal

interest) in the past for failure to comply with the terms of our project contracts. We have received a

letter dated September 15, 2014 from NHAI claiming a penalty of ` 155.52 million for delay in

commencement of operation of the Madurai Kanyakumari Project. We have also received a letter dated

September 19, 2014 from NHAI claiming a penalty of ` 19.76 million claiming delay in compliance with

various provisions of our concession agreement with NHAI for the Hyderabad Bangalore Project. Whilst

we believe, and have claimed so in our responses to NHAI for both the aforementioned letters, that the

delay in commencement of operation and compliance with other conditions is due to delays made by

NHAI, there is no assurance that we would not have to pay the penalty claimed by NHAI. Further, there

can be no assurance that we will not be subject to such other penalties in the future. Any significant

penalty being imposed on us in the future may affect the profits that we earn from our projects and may

have a material adverse effect on our results of operations, financial condition and reputation.

Further, under the contracts for our OMT projects with NHAI, NHAI has the right to suspend our right to

collect toll for a period of up to 120 days in the event of any default on our part. We will not be entitled

to collect any toll as a consequence of the suspension which will affect our revenue from the project

during such suspension period. Further, if the cause of suspension is not rectified and the suspension has

not been removed by the end of the 120 day period, the contract is deemed to be terminated by mutual

agreement. In the event of any such suspension of rights by NHAI or any consequent termination of our

contract, our results of operations, financial condition and reputation may be adversely affected.

23

9. We may be unable to obtain adequate compensation and may face loss of revenue and profit on

account of non-fulfillment of obligations by authorities under project contracts.

In terms of the contracts that we enter into with various authorities for our projects, the authorities are

required to fulfill certain obligations including providing support to us in carrying out the activities

contemplated under the project contracts. For example, under our OMT contracts with NHAI, NHAI has

the obligation, inter alia, to maintain the highway before it is handed over to ensure safe operation and to

ensure that no government instrumentality constructs any alternate or competing roads to the highway

that has been awarded to us for collection of toll under the project. Any failure on the part of the

authorities to fulfill their obligations may result in loss of our revenue and profit generated from the

project. Whilst we are entitled to compensation in case of breach or non-fulfillment of obligations by the

authority, there is no assurance that we will be able to receive such compensation in a timely manner, or

that such compensation will be adequate to cover the loss of revenue incurred by us. For example, our

Subsidiary, MEP CB incurred loss of revenue during Fiscal 2014 due to non-fulfillment by NHAI of its

obligations under the MEP CB Concession Agreement. MEP CB has claimed a sum of ` 643.40 million

as compensation from NHAI on account of loss of revenue. Further, we have filed a writ petition against

NHAI and others before the High Court of Delhi in relation to validity of the fee notification for the

Chennai Bypass Project and non-fulfillment by NHAI of its obligations under the MEP CB Concession

Agreement. Pursuant to the order dated June 11, 2014 passed by the High Court of Delhi, NHAI issued a

letter dated August 4, 2014 permitting MEP CB to construct five additional toll booths on the Chennai

Bypass section. The High Court of Madras issued an interim injunction against setting up of the five

additional toll plazas on the Chennai Bypass section, vide order dated August 11, 2014 pursuant to a writ

petition filed against the letter issued by NHAI. For further details please see the section “Outstanding

Litigation and Material Developments – MEP CB – Litigation against MEP CB” on page 463. However,

at the subsequent meeting of the 3CGM Amicable Settlement Committee of NHAI held on August 26,

2014, it has been agreed that MEP CB shall be permitted to set up additional toll booths at five locations

to prevent toll evasion and that MEP CB can adjust the loss in revenue, as assessed by an independent

engineer, against the outstanding concession fee payable to NHAI. However, in the event that the loss of

revenue as assessed by the independent engineer is higher than the outstanding concession fee payable to

NHAI, it has been agreed that MEP CB shall forego such loss in revenue. For further details, see the

section “Outstanding Litigation and Material Developments – MEP CB – Litigation by MEP CB” on

page 463. There is no assurance that the assessment by the independent engineer would be completed in

a timely manner. Further, in the event that the loss in revenue, as assessed by the independent engineer is

higher than the outstanding concession fee payable to NHAI, we would not be able to recover our loss

fully. Any non-fulfillment of obligations by the authorities in the future resulting in a loss of revenue

would have adverse effects on our results of operations and financial condition.

10. We have a substantial amount of indebtedness, which requires significant cash flows to service such

debts and will continue to have substantial indebtedness and debt service obligations following the

Issue. Certain restrictive covenants in relation to this indebtedness limit our ability to operate freely

and our inability to meet our obligations could adversely affect our business and results of operations.

As of August 31, 2014, our Company had a total secured indebtedness (including interest, liquidated

damages and other charges but excluding interest accrued but not due) of ` 32,416.06 million (fund

based) and 3,930.11 million (non fund based) on a consolidated basis and ` 2,106.21 million (fund

based) and 1,880.23 million (non fund based) on a standalone basis. For details, see the section

“Financial Indebtedness” on page 430. We may incur additional indebtedness in the future.

Our contracts may require us to make substantial upfront payments and/or provide bank guarantees to

the relevant authorities. We intend to finance a substantial majority of the upfront payments with third

party debt. There can be no assurance that third party debt would be available to us when we require the

same. Further, our ability to meet our debt service obligations and repay our outstanding borrowings will

depend primarily on the revenues generated by our business. We cannot assure you that we will generate

sufficient revenues to service existing or proposed borrowings or fund other liquidity needs. Increasing

our level of indebtedness also has important consequences to us such as:

24

increasing our vulnerability to general adverse economic, industry and competitive conditions;

limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and

limiting our ability to borrow additional funds.

Our financing agreements contain certain restrictive covenants and events of default that limit our ability

to undertake certain types of transactions, which may adversely affect our business and financial

condition. Further, we provide bank guarantees to secure obligations under the respective contracts for

our projects. If we are unable to provide sufficient collateral to secure the bank guarantees or

performance bonds, our ability to enter into new contracts could be limited. We may not be able to

continue obtaining new bank guarantees and performance bonds in sufficient quantities to match our

business requirements. Many of our financing agreements also include various conditions and covenants

that require us to obtain lender consents prior to carrying out certain activities or entering into certain

transactions. These financing agreements also require us to maintain certain financial ratios. Covenants

under our financing agreements include restrictions on:

alteration of our capital structure in any manner;

formulation of any scheme of amalgamation or reconstruction;

creating a lien beyond a specified limit over our equity interest in the entities that are operating our

projects or on hypothecated assets or any part thereof;

making certain restricted payments (including declaration of dividend for any year except out of profits

for the year and after meeting the bank’s obligations);

prepaying any indebtedness prior to its maturity date;

making capital expenditure, unless certain conditions are satisfied;

incurring additional indebtedness;

undertaking any guarantee obligations on behalf of any other person;

undertaking sale or other disposition of assets;

making drastic changes to management set-up and alteration in the constitution of our Company;

undertaking change or expansion in scope of business; and

entering into certain transactions such as reorganisations, amalgamations and mergers.

Further, under the terms of certain financing agreements entered into by us or our subsidiaries, pledge

has been created, in favour of the lenders, over all existing and future assets of the respective entities that

are operating the projects for which financing has been availed. Such pledge may be invoked by the

lenders in the event of defaults under the respective financing agreements.

Failure to meet the conditions listed above or obtain consents from lenders as may be required, could

have significant consequences for our business. Further, our future borrowings with respect to our

projects may contain similar restrictive provisions. Most of our financing arrangements are secured by

our movable and immovable assets. Our accounts receivables are subject to charges created in favour of

specific secured lenders. Further, certain shares held by our Company in its Subsidiaries are pledged

with the lenders in terms of our financing agreements. Some of our financing agreements stipulate

creation of escrow account to which our revenue from the relevant project is deposited with defined

25

outflows from such escrow account. The amounts deposited in the escrow account can be appropriated

only in accordance with the relevant escrow agreement which restricts our ability to utilise the revenue

from such projects in the manner we desire.

In the event we are required to refinance any part of our debt upon or prior to maturity, there can be no

assurance that we would be able to obtain such refinancing for debt on commercially reasonable terms,

or at all. Additionally, if we fail to meet our debt service obligations, covenants or approvals to

undertake certain transactions provided under the financing agreements, the relevant lenders could

declare us in default under the terms of our agreements, accelerate the maturity of our obligations,

terminate existing credit facilities, take over the financed project and/or trigger cross-defaults under

certain of our other financing agreements. We cannot assure you that, in the event of any such

acceleration or cross-default, we will have sufficient resources to repay these borrowings. Further, if we

default on our obligations under our financing agreements, then the relevant authority granting us the

project also, in certain instances, has the option to terminate the contract without paying us any

compensation and we may have to make arrangements to repay the outstanding debt to our lenders. Our

failure to meet our obligations under the debt financing agreements could have an adverse effect on our

business and results of operations. For further details, see the section “Financial Indebtedness” on page

430.

11. In terms of certain financing arrangements entered into by our Company and Subsidiaries, we require

consents from the lenders for undertaking certain corporate actions, including for undertaking

activities in relation to the Issue, all of which have not been obtained as on date. Any failure to obtain

such consents will result in a default under the terms of the relevant financing documents.

Our Company and Subsidiaries have availed loans pursuant to various financing agreements entered into

with the lenders. In terms of these financing documents, our Company and our Subsidiaries are required

to obtain consents from the lenders for certain actions, including, inter alia, undertking the Issue, making

investments in our Subsidiaries for prepaying loans including those proposed to be prepaid from the Net

Proceeds. Whilst we have applied to the lenders for consent to prepay the loans mentioned in the section

“Object of the Issue”, our Company has yet not obtained consents from: (i) Allahabad Bank for investing

the Net Proceeds into MIPL for the purpose of prepaying the loans availed by MIPL; and (ii) Canara

Bank for prepaying the loan availed by MIPL from Canara Bank which is proposed to be prepaid by

utilising the Net Proceeds.

Additionally, our Company has allotted 11,494,250 Equity Shares to ITIPL, our Corporate Promoter, on

May 28, 2014. Our Company has made applications to four lenders whose consent was required to

undertake such allotment, in terms of the respective financing documents. However, our Company is yet

to receive consents from three of the lenders to whom such applications were made.

There is no assurance that we will be able to obtain the outstanding consents, as mentioned above, in a

timely manner or at all. Failure to obtain any of the required lender consents may constitute a breach of

the terms of the relevant financing documents. Any default under the financing documents may enable

the relevant lender to cancel any outstanding commitments, accelerate the repayment and enforce their

security interests. If our obligations under any of the financing documents are accelerated, our financial

condition and operations could materially and adversely be affected.

12. Rising interest rates could reduce the profitability of our projects and affect our results of operations

and financial condition.

Substantially all of our indebtedness is on a floating interest rate basis and our projects, involving

substantial upfront payments, involve a substantial debt component. Accordingly, the profitability of our

projects is affected by, among other things, the prevailing interest rates. Changes in prevailing interest

rates affect our interest expense in respect of our borrowings and our interest income in respect of our

interest on short term deposits with banks. Most of our current debt facilities carry interest at floating

rates with the provision for periodic reset of interest rate spread. For Fiscal 2014, Fiscal 2013 and Fiscal

26

2012, payment on account of finance cost amounted to 30.62%, 28.92% and 33.13%, respectively, of the

total revenue of our Company on a consolidated basis.

From March 31, 2011 to March 31, 2012, 2013 and 2014, the repo rate prescribed by the RBI increased

from 6.75% to 8.50%, 7.50% and 8.00%, respectively. (Source: www.rbi.org.in)

A further increase in interest rates (or the current high interest rate environment not changing) may have

an adverse effect on our results of operations and financial condition. While we could consider re-

financing the loan or hedging interest rate risks in appropriate cases, there can be no assurance that we

will be able to do so on commercially reasonable terms, that our counterparties will perform their

obligations, or that these agreements, if entered into, will protect us adequately against interest rate risks.

Further, if such arrangements do not protect us adequately against interest rate risks, they would result in

higher costs.

13. Our Joint Statutory Auditors have included certain statements in relation to matters specified in the

Companies (Auditors’ Report) Order, 2003, in the annexure to the audit report on our Restated

Standalone Financial Information.

In connection with the audits of our financial information, our Auditors have noted certain statements

with respect to certain matters specified in the Companies (Auditors Report) Order, 2003, as amended, in

the annexures to their audit reports for Fiscal 2014, Fiscal 2013, Fiscal 2012, Fiscal 2011 and Fiscal

2010. Such statements note that there were instances of (i) delays in payment of wealth tax during Fiscal

2012, 2011 and 2010; (ii) slight delays in depositing provident fund, employees state insurance, income

tax and sales tax dues and major delays in depositing works contract tax and interest on delayed payment

of TDS during Fiscal 2013 and Fiscal 2014; (iii) delay in certain required prepayment of loans during

Fiscal 2013; and (iv) delay in repayment of principal dues to certain lenders during Fiscal 2014. For

details of certain statements / comments that do not require any adjustment in the Restated Standalone

Financial Information, see the section “Financial Statements - Annexure IVB (Clause 5)” on page 264. If

any such qualifications/reservations or observations are included in the auditor’s report for our financial

information in the future, the trading price of the Equity Shares may be adversely affected.

14. We have over 3,700 employees and over 1,100 individuals employed on contract basis. We are subject

to risks relating to employee retention and management, especially those operating our toll plazas.

We are dependent on our large workforce for the operation of our projects and as of August 31, 2014, we

had 3,798 employees, of which 3,518 employees were engaged as toll operational staff. We currently

have operations in nine states and a culturally diverse workforce, which creates challenges in employee

retention and management. The rate of attrition of our toll operational staff has historically been high

owing to various factors beyond our control, including a comparatively more comfortable working

environment at other work places such as shopping malls and logistics parks. We, however, have

historically faced very low attrition at middle and top management levels. In this context, at levels facing

high attrition, we employ various options to retain employees such as increasing salary levels. In

addition, we use contract labour from time to time to for ancillary services at different toll plazas. For

instance, as of August 31, 2014, we had 1,132 individuals employed on contract basis, who have been

hired through various agencies. If the attrition rate increases substantially in the future and if we are

unable to maintain our workforce at the minimum required levels, our ability to operate our projects may

be adversely affected and will be in breach of our contractual obligations. Further, if we are forced to

materially increase our compensation levels to retain such workforce, it may lead to material additional

costs, leading to an adverse impact on our profitability, results of operations and financial condition.

15. Our results of operations could be adversely affected by strikes, work stoppages or increased wage

demands by employees, as well as due to unavailability of a sufficient pool of contract labour.

Our employees are currently not represented by any labour union. Whilst we have not faced any strikes

or material work stoppages in the past and consider our current labour relations to be satisfactory, there

can be no assurance that future disruptions will not be experienced due to disputes or other problems

27

with our work force, which may adversely affect our business and results of operations. We use contract

labour from time to time to for ancillary services at different toll plazas and as of August 31, 2014, we

had 1,132 individuals employed on contract basis, who have been hired through various agencies. If

sufficient pool of contract labour is not available, our business and results of operations may be

adversely affected.

16. Failure to achieve financial closure within a stipulated period of time for our future OMT projects

would attract penalty and may also lead to termination of the contract.

The terms of our contracts for our OMT projects, require us to achieve financial closure for the projects

within a stipulated period from the date of signing of the contract or the date of the letter of acceptance,

as the case may be. If we are unable to achieve financial closure within the stipulated period, then the

contract contemplates payment of damages to the relevant entity. For instance, the entire bid security

amount paid by us may be appropriated as damages by the relevant entity, in the event of our failure to

achieve financial closure within the specified time. The contracts for our OMT projects also provide that

in the event the financial closure is not achieved within the stipulated date or the extended date, the

contract shall be deemed to have been terminated by mutual consent of the parties. The contracts that we

may enter into in future may have similar or more stringent terms. We cannot assure you that we will be

able to achieve financial closure in time or at all for our future projects. Any delay in achieving financial

closure could result in us having to pay damages as per the terms of the contract or the contract being

terminated in accordance with its terms, thereby adversely affecting our financial condition, cash flows

and results of operations.

17. Failure to provide performance security may result in forfeiture of bid security or earnest money

deposit and termination of the relevant tolling contract thereby affecting our results of our operations,

financial condition and our prospects.

We are required to deliver a performance security to the authority in terms of the contract entered into

with the authority and are also required to ensure that the performance security is valid and enforceable

until the expiry of the contract or until we remedy any defects during the defects liability period or until

such other period as is stipulated under the relevant contract. If we are not able to provide/extend the

performance security within the stipulated period with respect to the project, then the relevant contract

may be terminated and the bid security or the earnest money deposit provided can be encashed, which

could have a material adverse effect on our prospects. It may also result in us being blacklisted by the

authority affecting our ability to bid for future tenders or secure future contracts with the authority.

Further, the authority has the right to encash the performance security submitted by us in the event of a

failure on our part to comply with the terms of the contract and we are required to replenish the

performance security in such cases. Any failure on our part to replenish the performance security within

the stipulated period may result in the contract being terminated which could have a material adverse

effect on our business and results of operations.

18. Most of our long-term projects are held through our Subsidiaries and are subject to restrictions (with

respect to disposition of shares held by us in such Subsidiaries which are implementing the projects),

and we are liable for acts done by such Subsidiaries until such projects achieve their commercial

operation date.

Our Long Term projects; except the ITEL Project, Kalyan-Shilphata Project and Mahua-Hindaun-

Karauli Project; are held through our Subsidiaries. For details, see the section “Our Business” on page

145. Such Long Term projects held through our Subsidiaries, which are also our material projects,

contributed 57.36%, 29.79% and 33.29% of our total revenue on a consolidated basis for Fiscal 2014,

Fiscal 2013 and Fiscal 2012, respectively. Under the terms of the contracts for our OMT projects with

NHAI, we are required to retain (along with other consortium members) 51% of the share capital of the

Subsidiary operating the project, for the contract period and any change of control over such Subsidiary

(which, under the OMT contracts with NHAI, includes transfer of legal/beneficial ownership or control

over 15% of the equity of such entity) requires the prior approval of the authority concerned. Our

Company has entered into a share purchase agreement dated November 29, 2013 with IEPL and MEP

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HB for purchase of 4,790 equity shares, constituting 47.90% of MEP HB from IEPL. MEP HB has made

an application dated August 20, 2013 to NHAI for such transfer and this consent has not been received

as on the date of this Draft Red Herring Prospectus. MEP CB has also made an application dated

September 21, 2013 to NHAI for transfer of 4,900 shares from our Company to MEP Toll Gates Private

Limited and this consent has not been received as on the date of this Draft Red Herring Prospectus.

Under the Mumbai Entry Points Contract, our Company is required to hold a minimum of 26% of the

share capital of MIPL during the contract period. Such restrictions may adversely affect our ability to

raise funds, if necessary, by selling a substantial stake or effecting change of control in any of our

projects. Any delay or failure to obtain approval of the authority may result in a delay in execution of our

growth plans and may in turn have an adverse effect on our business.

Further, under the terms of the OMT contracts with NHAI, our Company (as a member of the

consortium which was awarded the bid) is liable for all acts of such subsidiary until the commercial

operation date for that project is achieved. Furthermore, under the contract for the Solapur toll collection

project, while the rights and benefits accorded to our Company have been assigned to the relevant

Subsidiary undertaking the project, our Company continues to be responsible to MSRDC for all the

liabilities under the contract. In the event of insolvency and consequent winding up of any such

Subsidiary, our Company’s claims to the assets of such Subsidiary, as a shareholder, would remain

subordinated to claims of lenders or other creditors. Similarly, if any liability for any acts of our

Subsidiary crystallizes upon us, it could have a material adverse effect on our results of operations,

financial condition and cash flows.

19. We derive substantial portion of our total revenue on a consolidated basis from Short Term projects

which are terminable unilaterally by the authorities without assigning any reason.

Out of the 23 ongoing toll collection projects operated by us, 16 are Short Term Projects. A substantial

portion of our total revenue on a consolidated basis is derived from our Short Term projects which

accounted for 37.52%, 67.70% and 60.83% of our total revenue on a consolidated basis for Fiscal 2014,

2013 and 2012, respectively. All our Short Term Projects are terminable by the authorities without

assigning any reason. There is no assurance that we would receive any compensation on account of such

early unilateral termination of these short term contracts or that the compensation so received shall be

sufficient to cover the cost incurred or to fulfill any debt obligation for such project. Any such early

termination may result in us losing the cost incurred by us for operating such projects and may lead to

losses or lower than expected profits on such contracts.

Further, there is no assurance that we will be able to obtain re-award of these Short Term projects upon

expiry of the contract period. Failure to obtain re-award of the Short Term projects could adversely

affect our business and financial condition.

20. Our Company’s ability to pay dividends in the future will depend on our future earnings, financial

condition, cash flows and capital expenditure and there is no assurance that our Company will be able

to pay dividends in the future.

Our Company has not declared any dividends in the last five years. For details of our Company’s

dividend policy, see the section “Dividend Policy” on page 255. Our Company’s ability to pay dividends

in the future will depend on various factors including our earnings, financial condition and capital

requirements and that of our Subsidiaries and the dividends they distribute to us. Our business model

involves substantial upfront (or periodic) payments to statutory authorities towards bids awarded to us

and some capital expenditure (to the extent required for operation and maintenance purposes under our

OMT contracts and expenses of setting up tolling booths) and the recovery of the same (specially for

long term contracts) is spread over a number of years. There is no assurance that we would have

sufficient profitability and cash flow to pay dividends to the Shareholders. Additionally, our Company’s

ability to pay dividends is also restricted under certain financing arrangements. For details, see the

section “Financial Indebtedness” on page 430. There is no assurance that our Company will, or will have

the ability to, declare and pay any dividend in the near or medium term and our future dividend policy

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will depend on our capital requirements and financing arrangements in respect of our projects, financial

condition and results of operations.

Further, our Company’s ability to pay dividend will depend on dividend payout and other distributions

from Subsidiaries. Any restriction on the Subsidiaries’ ability to make dividend pay outs or other

distributions may adversely affect our results of operations.

21. We face significant competition and if we fail to compete effectively it will have an adverse effect on

our prospects.

We operate in a competitive environment. Some of our competitors may have greater financial resources

than us. Further, some of our competitors may be bigger than us in business volume and may have

greater financial capacity than us which enables them to undertake larger projects or to obtain better

financing arrangements. Whilst we believe that we have sufficient track record and experience in

undertaking toll management and OMT projects, there can be no assurance that we can continue to

effectively compete with our competitors in the future. Any failure to compete effectively may have an

adverse effect on our future earnings, business, financial condition and results of operations. For more

information concerning our competitors, see the section “Our Business - Competition” on page 177.

22. The Promoter Group of our Company does not include Virendra D. Mhaiskar, son of Dattatray P.

Mhaiskar and brother of Jayant D. Mhaiskar, our individual Promoters, or any entity in which

Virendra D. Mhaiskar may have an interest.

The Promoter Group of our Company does not include Virendra D. Mhaiskar, son of Dattatray P.

Mhaiskar and brother of Jayant D. Mhaiskar, our individual Promoters, or any entity in which Virendra

D. Mhaiskar may have an interest. Our Promoter, Jayant D. Mhaiskar has disassociated from the

businesses of Virendra D. Mhaiskar. However, there are no formal disassociation arrangements between

Jayant D. Mhaiskar and Virendra D. Mhaiskar. Further to the disassociation, Virendra D. Mhaiskar and

any entity in which Virendra D. Mhaiskar may have an interest are not included in the Promoter Group

of our Company since Virendra D. Mhaiskar has refused to provide any information pertaining to

himself or any such entities.

23. We have no prior experience in bidding for and executing projects in joint venture with third parties

(other than members of our Promoter Group). We cannot assure that we would be able to successfully

bid for and execute such projects in joint venture with third parties.

For the purposes of meeting pre-qualification criteria, obtaining local expertise or other business

considerations, we may need to enter into joint ventures, consortiums or other similar arrangements with

third parties (not forming part of our Promoter Group). These arrangements normally provide for joint

and several responsibility and liability of all joint venture partners for the implementation of the project

and the success of these joint ventures depends significantly on satisfactory performance by the joint

venture partner(s) and fulfillment of their obligations. If a joint venture partner fails to perform its

obligations satisfactorily, we may be required to incur additional expenditure to ensure the adequate

performance and delivery of the contracted services or make payments on behalf of the joint venture

partner(s), which could adversely affect the profitability of the contract. We have no prior experience in

bidding for and executing projects in joint venture with third parties (other than members of our

Promoter Group) and may face difficulties in executing such projects. We may also be subject to liability

claims for the work performed by the joint venture partner(s). Further, we and the joint venture partners

may not agree on courses of action in respect of the project, which could cause delay or additional costs

in its execution. Lenders to such projects may also seek joint and several guarantees of all joint venture

partners for repayment of dues from the relevant SPV. Any of the above factors could have a material

adverse effect on our business, results of operations or financial condition.

We would also need the co-operation and consent of the joint venture partner(s) in connection with the

operations of any project to be executed in a joint venture, which may not always be forthcoming and we

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may not be successful at managing such relationships. Any such disputes with the joint venture partners

could have a material adverse effect on our business, results of operations or financial condition.

24. Leakage of tolls collected at our projects may adversely affect our revenues and earnings.

Collection of tolls at our projects is primarily and significantly dependent on the integrity of toll

collection systems. If toll collection is not properly monitored, leakage may reduce our toll revenue. The

toll revenue may be reduced through non-payment of toll by users, fraud or technical faults in our

systems. We have, in the past, faced certain instances of minor leakage of tolls collected. Whilst we

believe we have an efficient toll collection and remittance system in place, any significant failure by us

to control leakage in toll collection systems, could have a material adverse effect on our business, results

of operations and financial condition.

25. We are required to meet specifications and standards of operation and maintenance in relation to our

OMT projects. We may be subject to increase in operation and maintenance costs to comply with such

specifications and standards, which may adversely affect our business, financial condition, cash flows

and results of operations.

The contracts for our OMT projects specify certain operation and maintenance standards and

specifications to be met by us while undertaking our operation and maintenance activities. The cost of

carrying out operation and maintenance activities for all our projects was 64.63%, 64.00% and 58.76%

of our total revenue on a consolidated basis for Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively.

These specifications and standards require us to incur operation and maintenance costs on a regular

basis. The operation and maintenance costs depend on various factors and may increase on account of

factors beyond our control such as:

unanticipated increases in material and labour costs;

the standards of maintenance or road safety applicable to our projects prescribed by the relevant

regulatory authorities;

we being required to restore our projects in the event of any landslides, floods, road subsidence,

other natural disasters, accidents or other events causing structural damage or compromising

safety; or

higher axle loading, traffic volume or environmental stress leading to more extensive or more

frequent heavy repairs or maintenance costs. The cost of major repairs may be substantial and

repairs may adversely affect traffic flows.

An increase in operation and maintenance expenses beyond the amounts budgeted by us at the time of

bidding may have a material adverse effect upon the profitability of that project and may materially

affect our results of operations and financial condition. Any failure to meet quality standards may expose

us to the risk of penalties during the contract period when our obligations are secured by performance

guarantees.

26. Our ability to negotiate standard form of Government contracts may be limited and we may be

required to accept unusual or onerous provisions in such contracts, which may affect the efficient

execution and profitability of our projects.

Counterparts to all our project contracts are Government authorities and our ability to negotiate the terms

of contracts with Central and State Government authorities is limited and we may be required to accept

unusual or onerous provisions in such contracts in order to be engaged to execute such projects. For

example, the terms laying out our obligations as well as tolling rates for our projects are determined by

the Government entities and we are not permitted to amend such terms or tolling rates. The toll rates set

by Government entities depend on various factors such as inflation rate, nature/category of vehicles that

use the roads that make up our projects, tollable length of normal stretch, length and cost of bypasses,

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cost of permanent bridge or tunnel, structures. We cannot assure that the tolling rates set would be

sufficient to recover our costs. Additionally, our ability to receive compensation on account of

termination by the Government entities is limited. Further, under our OMT contracts with NHAI, NHAI

has the right to change the scope of work to include additional work which was not contemplated at the

time of execution of the contract. Additionally, all our Short Term Projects and some of our Long Term

Projects for collection of toll provide the Government authority with a right to terminate the contract

unilaterally without assigning any reason. These onerous conditions in the Government contracts may

affect the efficient execution of these projects and may have adverse effects on our profitability. For

further details of contracts for our projects, see the section “Description of Certain Key Contracts” on

page 179.

27. Our insurance coverage may not adequately protect us against all material hazards.

We are insured against a majority of the risks associated with our business, such as loss of money in

transit and loss due to fire, flood, theft, riots, landslide, storm, impacts from vehicles and other accidents

caused to operational roads, toll plazas and toll booths forming part of a project. We have also obtained

add-on insurance covers for some of our projects for loss or damage resulting from earthquakes and acts

of terrorism. Further, we have also obtained insurance policies to cover workmen compensation for

certain category of employees. For our OMT projects, we have obtained general public liability/ special

contingency liability insurance policies, which provide us with indemnity against liability to pay

damages to third party claims for bodily injury or damage to property caused by an accident. Under

certain of our contracts, we are required to obtain insurance for the project undertaken by us. While we

believe that the insurance coverage which we maintain would be reasonably adequate to cover the

normal risks associated with the operation of our business, there can be no assurance that any claim

under the insurance policies maintained by us will be honoured fully, in part or on time, or that we have

taken out sufficient insurance to cover all material losses. Further, proceeds of any insurance claim may

be insufficient to cover the re-building costs on account of inflation and other factors. To the extent that

we suffer damage or losses for which we are unable to obtain insurance, or which fall out of or exceeds

our insurance coverage, such loss would have to be borne by us and our financial condition and results of

operations may be adversely affected.

28. All projects we operate have been awarded primarily through competitive bidding process. Our bids

may not always be accepted. Our prospects would be materially and adversely affected if we fail to

obtain new contracts.

As a part of our business, we bid for projects on an ongoing basis. Projects are awarded following

competitive bidding processes and satisfaction of prescribed pre-qualification criteria. While service

quality, technological capacity and performance, health and safety records and personnel, as well as

reputation and experience and sufficiency of financial resources are important considerations in authority

decisions, there can be no assurance that we would be able to meet such qualification criteria,

particularly for larger projects, whether independently or together with other joint venture partners (if

any).

Further, once the prospective bidders satisfy the pre-qualification requirements of the tender, the project

is usually awarded based on the quote by the prospective bidder. We spend considerable time and

resources in the preparation and submission of bids. We cannot assure you that we would bid where we

have been prequalified to submit a bid or that our bids, when submitted or if already submitted, would be

accepted.

If we are not able to pre-qualify in our own right to bid for larger projects, we may be required to partner

and collaborate with other companies in bids for such projects. If we are unable to partner with other

companies or lack the credentials to be the partner-of-choice for other companies, we may lose the

opportunity to bid for large toll collection and OMT projects, which could affect our growth plans.

Additionally, the Government conducted tender processes may be subject to change in qualification

criteria, unexpected delays and uncertainties. There can be no assurance that the projects for which we

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bid will be tendered within a reasonable time, or at all. In the event that new projects which have been

announced and which we plan to bid for are not put up for tender within the announced timeframe, or

qualification criteria are modified such that we are unable to qualify, our business, prospects, financial

condition, cash flows and results of operations could be materially and adversely affected.

The growth of our business mainly depends on our ability to obtain new contracts in OMT and toll

collection businesses. We are not in a position to predict whether and when we will be awarded a new

contract. Our future results of operations and cash flows can fluctuate materially depending on the timing

of contract awards.

Further, all our ongoing projects have been awarded to us for a definite term and the relevant authorities

may float tenders for such projects after expiry of the current term. There is no assurance that we will be

awarded such projects at the end of the tender process.

29. Our revenues typically tend to fluctuate on a seasonal basis which may adversely affect our financial

performance.

Traffic volumes and consequently our revenues, typically register a decrease during monsoon on account

of a decrease in number of persons travelling by road and a reduction in the cargo traffic. Additionally,

heavy or unseasonal rains or other adverse weather conditions could adversely affect tolling operations at

any of our projects, forcing us to temporarily suspend road availability and/or toll collection. Our

maintenance expenses (in OMT contracts) also tend to be higher during monsoons, on account of

additional expenses on road maintenance. Such fluctuations may impact comparison of our reported

quarterly financial performance across quarters upon the listing of our Equity Shares.

30. Traffic saturation may occur on certain of our toll roads and an inability to resolve this problem could

adversely affect the results of our operations.

Toll roads that are part of the projects operated by us may experience high traffic levels and congestion

at certain times of the day or on certain days of the week. Although we may consider possible solutions

and take appropriate steps in order to ease traffic flow and reduce congestion on such roads, there can be

no assurance that the saturation problems will be resolved under conditions that are economically

satisfactory to us. This could also lead to user dissatisfaction and could potentially reduce the traffic

volume which may adversely affect our business, financial condition and results of operations. Further,

under some of our contracts, we are required to ensure that no vehicle has to wait for more than a

specified period of time at the toll collection booth. Our inability to take appropriate steps to ease traffic

flow and reduce congestion in the event of a traffic saturation problem, may therefore result in a breach

of such contract giving a right to the authority to terminate the contract, which may adversely affect our

business, financial condition and results of operations.

31. We sub-contract part of the work in our OMT contracts to third parties. We would be liable for any

delay or default by such sub-contractor. Sub-contracting of maintenance activities requires prior

approval from the authorities and failure to obtain such approvals would result in a breach of the

terms of the project contracts.

We sub-contract part of the work in our OMT contracts to contractors, including third parties. Currently,

the maintenance activities under our OMT projects with NHAI and the RGSL Project have been sub-

contracted to MHSPL and further, by MHSPL to A N Enterprises Infrastructure Services Private

Limited. Further, the maintenance activities under our Mumbai Entry Points Contract have been sub-

contracted to our Company and further, by our Company to A N Enterprises Infrastructure Services

Private Limited. Any selection or replacement of a sub-contractor for maintenance activities under our

OMT contracts with NHAI, requires prior approval of NHAI. Whilst we had applied to NHAI for its

approval prior to sub-contracting the activities to MHSPL, MHSPL has commenced carrying out such

activities pending receipt of the approvals. There is no assurance that we will receive the approval from

NHAI and in the absence of such approval, sub-contracting of maintenance activities to MHSPL would

not be in compliance with the provisions of our OMT contracts with NHAI and may result in termination

33

of the OMT contracts in the event it results in a material adverse effect on NHAI. Additionally, we are

liable to the authorities for any acts or omissions of our sub-contractors to the same extent as our own

acts and omissions and to indemnify them for any loss caused to them in this regard. We are also liable

for any breach or non compliance by the sub-contractor of any terms of OMT contracts. Whilst we are

indemnified by the sub-contractors for any loss or damages caused to us on account of their acts or

omissions, there is no assurance that the amounts that we recover from such sub contractors would cover

the actual loss or damage incurred by us, including any penalties imposed by NHAI. Imposition of such

costs and non-recovery from sub-contractors could have a material adverse effect on our business, results

of operations and financial condition.

32. Tolling operations as well as OMT contracts involve increasing use of technology. If we are unable to

successfully implement new technologies, we may be unable to compete effectively, which may lead to

higher costs and loss of business.

Our business requires us to keep pace with technological advancements and we believe tolling operations

as well as operation and maintenance activities will require increased use of technology, to save time and

decrease costs. Our future success depends in part on our ability to respond to technological

advancements and emerging standards and practices on a cost-effective and timely basis, both in tolling

operations as well as in operation and maintenance activities in our OMT contracts. Our failure to

successfully adopt such technologies in a cost effective and a timely manner could increase our costs (in

comparison to our competitors who may be able to successfully implement such technologies) and lead

to us bidding at lower margins/loss of bidding opportunities vis-à-vis such competitors. Additionally,

government authorities may require adherence with certain technologies in the execution of projects and

we cannot assure that we would be able to implement the same in a timely manner, or at all. Further,

some of our contracts require us to upgrade the tolling facilities with the latest technology as suggested

by the authority and our inability to meet with such requirements would result in a breach of term of the

contract. Further, implementation of such technology may not be cost effective, thereby negatively

impacting our profitability. Any of the above events may adversely affect our business, results of

operations, financial condition as well as our prospects.

33. We are substantially dependent on our IT systems and any disruptions in our IT systems could

materially affect our operations.

We are substantially dependent on our IT systems for our day-to-day operations, including those at our

toll plazas. We use a mix of semi-automated and fully automated toll collection system at our toll booths

to collect and store traffic and payment data and use security systems and equipment at our toll booths

including video and image capturing equipment to minimize cash pilferage. We also deploy infrared

based toll revenue audit systems at some of our projects and undertake video-based monitoring of the

operations at the projects through a centralised control room at our head office. Any disruptions in the IT

systems in the future could adversely affect the functioning of our toll plazas resulting in vehicles having

to wait longer at the toll plazas and may impact recovery of toll at the plazas which use electronic toll

collection systems, for the period of such disruption, adversely affecting our business for such period.

34. We may face local opposition or politically supported protests against collection of tolls at our projects

which may have an adverse impact on our business, cash flows and results of operations.

Multiple toll road projects being set up along with rising fuel prices may lead to public resistance to

paying toll charges on our road projects, which may have an adverse impact on our business, cash flows

and results of operations. Specifically, we may face local oppositions or politically supported protests

against collection of tolls at our projects. We have in the past experienced such oppositions at our toll

plazas including certain toll plazas in our Mumbai Entry Point project and the RGSL Project. Further, we

may also face oppositions against any increase in the existing toll rates for our projects. Such oppositions

and protests could result in disruption of operations at our projects and there can be no assurance that

disruptions will not be experienced in the future due to local oppositions against toll collection or

increase in the existing toll rates, which may adversely affect our business and results of operations.

34

35. Projects awarded to us may be subject to litigation by unsuccessful bidders. We may be required to

incur substantial expenses in defending such litigation and there is no assurance that we would

prevail in litigation.

Projects awarded to us in the recent past have been subject to litigation by unsuccessful bidders. While

we have been successful in such litigation in the past resulting in the projects being granted to us, there is

no assurance that we would prevail in any such legal proceedings going forward. Legal proceedings may

result in delay in award of the projects and/or notification of appointed dates, for the bids where we have

been successful, which may result in our having to retain resources which remain unallocated, thereby

affecting our results of operations. Further, we may be required to incur substantial expenditure and

spend considerable time and resources in defending such legal proceedings. Losses in any such

proceedings may lead to termination of a contract awarded to us, which could have a material adverse

effect on our future revenues and profits.

36. We have no prior experience in developing land and we may not be able to successfully develop the

land leased to BTPL pursuant to the concession agreement for the Baramati Project. Further, we are

required to share the excess revenue generated, if any, from the leased plot with MSRDC.

BTPL has been granted a plot admeasuring 8 hectares 42R in Baramati on lease (the “Leased Premises”),

by MSRDC through a lease deed dated May 10, 2012 (the “Lease Deed”), pursuant to the concession

agreement dated October 25, 2010 between BTPL and MSRDC for the Baramati Project. BTPL has the

right to use the Leased Premises for commercial purposes including the right to build, manage and

operate any building or any permanent structures. The lease is for a period of 93 years from the date of

the Lease Deed and is valid for an initial period of 30 years to be renewed for a further term of 30 years

which will thereafter be renewed for the remaining term of 33 years. Successful utilisation of the land

depends on various factors including identifying suitable commercial purpose, receipt of necessary

permits and approvals and timely completion of construction. We have no prior experience in land

development and there is no assurance that we will be able to successfully exploit the Leased Premises

or at all. Any failure or delay in successful commercial utilisation of the Leased Premises may have an

adverse effect on our financial condition.

Further, in terms of the Lease Deed, in the event that the revenue generated from the Leased Premises is

in excess of the revenue projected at the time of making the bid, we are required to the share the excess

revenue generated from the Leased Premises with MSRDC.

37. We may have to incur losses for the Baramati Project in the event the termination is not accepted by

the authority.

Our Subsidiary BTPL has signed a concession agreement for the Baramati Project awarded by MSRDC

(the “BTPL Concession Agreement”). BTPL has issued notices to MSRDC terminating the Baramati

Project and demanding termination payment from MSRDC on account of delay caused by MSRDC in

handing over possession of land for development amounting to failure to fulfil certain key conditions

precedent under the BTPL Concession Agreement. However, MSRDC has not yet accepted the

termination notices and accordingly the termination process has not been completed. MSRDC and the

Public Works Department, Maharashtra (the “PWD”), have sought an undertaking from BTPL to return

any amount paid to BTPL in excess of the amount determined by MSRDC and that neither the PWD nor

MSRDC shall be responsible for the repayment of any loan availed by BTPL on the basis of the land to

be transferred to BTPL for development in relation to the Baramati Project. BTPL is continuing to

operate the BTPL Project currently, pending completion of the termination process. Whilst BTPL has a

right to terminate the BTPL Concession Agreement in the event of non-fulfilment of obligations by

MSRDC, there is no assurance that BTPL will be able to enforce its rights under the BTPL Concession

Agreement. In the event that BTPL is unable to enforce its termination rights, it may be required to

complete the project as per the terms of the BTPL Concession Agreement signed in October 2010 and

may have to incur losses, on account of non-realisation of expected income from development of land.

There is no assurance that BTPL will be able to recover the losses from the toll that they are entitled to

under the BTPL Concession Agreement.

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In the event that BTPL decides not to continue with the project there is no assurance that it will be

successful in recovering the termination payments from MSRDC that it is entitled to under the BTPL

Concession Agreement.

38. Our inability to obtain, renew or maintain the statutory and regulatory permits and approvals required

to operate our business could have a material adverse effect on our business.

We require certain statutory and regulatory permits and approvals for our business. Additionally, we may

need to apply for further approvals in the future including renewal of approvals that may expire from

time to time. Further, we are also required to obtain various approvals for the purpose of operating our

projects. There can be no assurance that the relevant authorities will issue such permits or approvals in

the timeframe anticipated by us or at all. For instance, we have not made applications for labour license

for the Dankuni and Palsit toll plazas and the Vidyasagar Setu Project due to non-receipt of the requisite

forms from NHAI and HRBC, respectively, to be submitted to the relevant licensing officers for these

projects. Our applications for labour licenses for the Dankuni and Palsit toll plazas were rejected by

NHAI due to, inter alia, non-submission of the correct Form V which we are yet to receive from NHAI.

Failure by us to renew, maintain or obtain the required permits or approvals at the requisite time may

result in the interruption of our operations and may have an adverse effect on our business, financial

condition and results of operations. Further, we cannot assure that the approvals, licenses, registrations

and permits issued to us would not be suspended or revoked in the event of non-compliance or alleged

non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Any failure to

renew the approvals that have expired or apply for and obtain the required approvals, licenses,

registrations or permits, or any suspension or revocation of any of the approvals, licenses, registrations

and permits that have been or may be issued to us, may impede our operations. For details, see the

section “Government and Other Approvals” on page 469.

39. We depend on our senior management and Key Management Personnel for our business and future

growth. If we are unable to attract or retain key executives or Key Management Personnel, our

operations may be adversely affected.

Our business and future growth is substantially dependent on the continued services and performance of

our key executives, senior management and skilled personnel. In particular, our Promoter and the Vice

Chairman and Managing Director, Jayant D. Mhaiskar, our Executive Director, Murzash Manekshana

and our senior management are critical to the overall management of our Company. Their inputs and

experience are also valuable for the development of our business and operations and the strategic

directions taken by our Company. While the attrition rates for our senior management are not significant,

any of them may choose to terminate their employment with us at any time. We cannot assure you that

we will be able to retain these employees or find adequate replacements in a timely manner, or at all. The

specialized experience we require can be difficult and time-consuming to acquire and/or develop and, as

a result, such skilled personnel are often in short supply. In terms of our OMT contracts with NHAI, we

are required to employ qualified and trained employees for operating the project. We may require a long

period of time to hire and train replacement personnel when skilled personnel terminate their

employment with our Company. Our ability to compete effectively depends on our ability to attract new

and skilled employees and to retain and motivate our existing employees. We may be required to

increase our levels of employee compensation more rapidly than in the past to remain competitive in

attracting skilled employees that our business requires. If we do not succeed in attracting well-qualified

employees or retaining or motivating existing employees, our business and prospects for growth could be

adversely affected.

40. Our Company will continue to be controlled by our Promoters and Promoter Group after the Issue.

There is no assurance that our Promoters and Promoter Group will take actions that are in the best

interest of our Company or that of the other Shareholders.

Currently, our Promoters and Promoter Group own an aggregate of 97.17% of the outstanding Equity

Shares. After completion of the Issue, our Promoters and Promoter Group will continue to hold [●] % of

36

issued, subscribed and paid up equity share capital of our Company, which will allow them to control the

outcome of the matters submitted to the Shareholders for approval. Our Promoters and Promoter Group

will have the ability to exercise control over our Company and certain matters which include election of

directors, declaration of dividend, business strategy and policies and approval of significant corporate

transactions such as mergers, consolidations, asset acquisitions and sales and business combinations. The

extent of their shareholding in our Company may also delay, prevent or deter a change in control, even if

such a transaction is beneficial to the other Shareholders. It may deprive other Shareholders of an

opportunity to receive a premium for their Equity Shares as part of a sale of our Company and may

reduce the price of the Equity Shares. The interests of our Promoters and Promoter Group as the

controlling Shareholders could also conflict with the interest of our Company or the interests of other

Shareholders. We cannot assure you that our Promoters and Promoter Group will act to resolve any

conflicts of interest in favour of our Company or that they will take actions that are in the best interest of

our Company or that of the other Shareholders. These actions may be taken even if they are opposed by

the other Shareholders, including those who have subscribed to Equity Shares in this Issue. See the

section “Promoters and Promoter Group” on page 240 for more details of our Promoters and Promoter

Group.

41. Conflicts of interest may arise out of common business objects shared by our Company, our corporate

Promoter and certain of our Group Companies which may affect our business, results of operations

and financial conditions.

The main objects clause of the memorandum of association of our corporate Promoter, ITIPL and some

of our Group Companies and Promoter Group entities namely, A. J. Tolls Private Limited, MEP Toll

Gates Private Limited, VCR Toll Services Private Limited, D.S. Enterprises, Anuya Enterprises,

Rideema Enterprises, Virendra Builders and JAN Transport permits them to undertake road projects.

Some of the Directors are also directors of ITIPL and our Promoter Group and Group Companies. Whilst

ITIPL and the aforementioned Promoter Group entities and Group Companies have executed non-

compete undertakings, they shall not be involved in any business which competes with that of our

Company, there is no assurance that ITIPL, and such Promoter Group Entities and Group Companies

will not breach the terms of such non-compete undertakings. In the event of any breach of the non-

compete undertakings by ITIPL or any of the aforementioned Promoter Group entities and Group

Companies, our business, results of operations and financial condition may be adversely affected.

42. There are outstanding litigation against our Company, our Subsidiaries, our Directors, our Promoters

and our Group Companies. Any adverse outcome in any of these proceedings may adversely affect our

profitability and reputation and may have a material adverse effect on our financial condition and

results of operations.

There are certain outstanding legal proceedings involving our Company, our Subsidiaries, our Directors,

our Promoters and Group Companies. These proceedings are pending at different levels of adjudication

before various courts, tribunals, authorities, enquiry officers and appellate tribunals. The brief details of

such outstanding litigation are as follows:

Litigation against our Company:

Nature of the cases No. of cases outstanding Amount involved

(in ` million)

Public interest litigation Three* -

Civil proceedings One 0.61

Income tax proceedings One** -

Service tax proceedings One 817.12

Notices

- Service tax Five -

- Income tax Nine 1,110,280 * Includes the public interest litigation filed by Srinivas Anant Ghanekar against our Company, MIPL and

ITIPL.

37

** Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,

A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar.

Litigation against our Subsidiaries:

Nature of the cases No. of cases outstanding Amount involved

(In ` million)

Public interest litigation One* -

Writ petitions Six -

Income tax proceedings One** -

Notices

- Service tax Two -

- Income tax 18 1,449,520 * Includes the public interest litigation filed by Srinivas Anant Ghanekar against our Company, MIPL and

ITIPL.

** Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,

A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar.

Litigation against our Directors:

Nature of the cases No. of cases outstanding Amount involved

(In ` million)

Income tax proceedings One* -

Notices

- Income tax Two 2,241,279 * Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,

A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar.

Litigation against our Promoters:

Nature of the cases No. of cases outstanding Amount involved

(In ` million)

Public interest litigation One* -

Income tax One** - * Includes the public interest litigation filed by Srinivas Anant Ghanekar against our Company, MIPL and

ITIPL.

** Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,

A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar.

Litigation against our Group Companies:

Nature of the cases No. of cases outstanding Amount involved

(In ` million)

Civil proceedings One -

Income tax proceedings One* - * Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,

A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar

For further details, see the section “Outstanding Litigation and Material Developments” on page 457.

We cannot assure you that these legal proceedings will be decided in favour of our Company, its

Subsidiaries, the Directors, Promoters or Group Companies, as the case may be, or that no further

liability will arise out of these proceedings. Further, such legal proceedings could divert management

time and attention and consume financial resources. Any adverse outcome in any of these proceedings

may adversely affect our profitability and reputation and may have a material adverse effect on our

financial condition and results of operations.

38

43. We have not registered the trademarks used by us for our business and our inability to obtain or

maintain these registrations may adversely affect our competitive business position. Our inability to

protect or use our intellectual property rights may adversely affect our business.

We have not registered the trademarks used by us for our business, including the name of our Company

and our logo ‘ ’. We have made applications for registration of trademark in relation to our

Company, including our Company’s logo and seven other logos. For further details, see the section “Our

Business – Intellectual Property” on page 177. However, these registrations have not yet been granted as

on the date of this Draft Red Herring Prospectus. In the absence of such protection, we may not be able

to prevent infringement of our trademark and a passing off action may not provide sufficient protection

until such time that this registration is granted.

The logo ‘ ’ is also used by some of our Group Companies, namely MEP Toll Gates Private

Limited; MEP Infracon Private Limited and MEP Roads & Bridges Private Limited as well as our

Subsidiaries without any express arrangement of our Company with such Subsidiaries and Group

Companies. Any misuse of our brand name or logo by these Subsidiaries or Group Companies could

adversely affect our reputation which could in turn adversely affect our financial performance and the

market price of the Equity Shares.

If any of our unregistered trademarks are registered in favor of a third party, we may not be able to claim

registered ownership of such trademarks and consequently, we may be unable to seek remedies for

infringement of those trademarks by third parties other than relief against passing off by other entities.

Our inability to obtain or maintain these registrations may adversely affect our competitive business

position. This may affect our brand value and consequently our business.

44. We have entered into and will continue to enter into, related party transactions. There is no assurance

that our future related party transactions would be on terms favourable to us when compared to

similar transactions with unrelated or third parties.

We have entered into transactions with several related parties, including our Promoters, Subsidiaries and

Group Companies. For more information regarding our related party transactions, see the section

“Related Party Transactions” on page 254. Related party transactions may involve conflicts of interests

which may be detrimental to our Company. We cannot assure you that related party transactions could

not have been made on more favourable terms with unrelated parties. For example, our Subsidiary,

MIPL has provided an unsecured loan amounting to ` 3,750 million to one of our Promoters, ITIPL. In

the event that ITIPL is unable to repay the loan, MIPL will not have recourse to any security to enforce

the debt owed by ITIPL and MIPL may not be able to recover outstanding amounts under the loan.

Further, there is no assurance that our related party transactions in future would be on terms favourable

to us when compared to similar transactions with unrelated or third parties or that our related party

transactions, individually or in the aggregate, will not have an adverse effect on our financial condition.

45. We may not be able to successfully pursue our growth strategies, or manage our growth which may

adversely affect our prospects.

Our growth strategies inter alia involve focus on longer-term tolling and OMT contracts, acquisition of

OMT/toll collection rights on operational roads constructed by third parties, developing specialized

experience in maintenance of road infrastructure for our OMT projects and focus on technology to

reduce dependence on manpower and improve operational efficiency. For details, see the section “Our

Business – Our Strategies” on page 149. We cannot assure that we would be able to successfully pursue

our growth strategies, or that pursuing these strategies will provide us the anticipated benefits in terms of

growth and profitability. Further, we may be unable to develop adequate systems, infrastructure and

technologies, devote sufficient financial resources or develop and attract talent (whether in-house or

lateral) to manage our growth. Our inability to pursue these strategies successfully or at all, or an

inability to manage our growth, may adversely affect our prospects.

39

46. Our contingent liabilities could adversely affect our results of operations, cash flows and financial

condition.

As of March 31, 2014, March 31, 2013 and March 31, 2012, we had contingent liabilities (that had not

been provided for), in the following amounts, as disclosed in our Restated Consolidated Financial

Information:

(in ` million)

Particulars As at

March 31, 2014 March 31, 2013 March 31, 2012

Interest on late payments to

MSRDC 6.80 6.80 6.80

Claims made against the

Company not acknowledged as

debts by the Company

861.45 - -

Bank guarantees 3,213.31 2,922.23 1,484.45 Corporate guarantees given 35,050.30 31,392.91 30,863.91 Total 39,131.86 34,321.94 32,355.16

If any of aforementioned contingent liabilities materialise, it could have a material adverse effect on our

results of operations, cash flows and financial condition. For further details, see the section titled

“Financial Statements” on page 256.

47. Our Company proposes to utilize majority of the Net Proceeds to repay/prepay certain loans availed by

our Subsidiary, MIPL, and accordingly, the utilization of Net Proceeds will not result in creation of

any tangible assets.

Our Company intends to use approximately 80% of the Net Proceeds for the purposes of repayment/ pre-

payment, in full or part, of certain loans availed by our Subsidiary, MIPL. The details of the loans

identified to be repaid/prepaid using the Net Proceeds have been disclosed in the section “Objects of the

Issue” on page 94 (“Identified Loans”). However, the repayment/prepayment of the Identified Loans

are subject to various factors including, (i) any conditions attached to the loans restricting our ability to

prepay the loans and time taken to fulfill such requirements, (ii) receipt of consents for prepayment or

waiver from any conditions attached to such prepayment from our respective lenders; and (iii) terms and

conditions of such consents and waivers.

Further, the lenders while providing their consents for prepayment or repayment of the loans, have

imposed certain restrictions on our Company as well as MIPL. For example, (i) our Company is required

to hold at least 70% shareholding in MIPL; and (ii) MIPL and our Company shall ensure utilisation of at

least 75% of the Net Proceeds to repay / prepay debt of senior lenders of MIPL. Any failure on our part

to comply with these conditions may result in breach of the respective loan agreements. For further

details, see the section “Objects of the Issue” on page 94. The Net Proceeds will not result in creation of

any tangible assets as they are proposed to be utilized for repayment or pre-payment of certain loans

availed by MIPL.

However, the actual mode of such deployment of Net Proceeds into MIPL, whether equity or debt, has

not been finalized as on the date of this Draft Red Herring Prospectus.

48. The deployment of funds for the Objects of the Issue is at the discretion of our Board and the funding

plan has not been appraised by any bank or financial institutions and the use of Net Proceeds is not

subject to monitoring by any independent agency.

We intend to use the Net Proceeds of the Issue for the purposes described in the section “Objects of the

Issue” on page 94. Subject to this section, our management will have broad discretion to use the Net

40

Proceeds. The funding plans are in accordance with our management’s own estimates and have not been

appraised by any bank/financial institution. Further, the utilization of Net Proceeds is not subject to

monitoring by any independent agency. Our Company may have to revise its management estimates

from time to time and consequently its requirements may change. Further, pending utilisation of the Net

Proceeds towards the Objects of the Issue, our Company will have significant flexibility to temporarily

invest Net Proceeds in interest/ dividend bearing liquid debt instruments including investments in debt

mutual funds and other financial products, such as principal protected funds, listed debt instruments,

rated debentures or deposits with banks/ other entities. Further, the lenders while providing their

consents for prepayment or repayment of the loans, have imposed certain restrictions on our Company as

well as MIPL. For details, see “– Our Company proposes to utilize majority of the Net Proceeds to

repay/prepay certain loans availed by our Subsidiary, MIPL, and accordingly, the utilization of Net

Proceeds will not result in creation of any tangible assets.” on page 40.

The utilisation of the Net Proceeds by our Company is not subject to monitoring by any independent

agency. Accordingly, we cannot assure you that the use of the Net Proceeds for the purpose identified by

our management will result in actual growth of our business, increased profitability, or an increase in the

value of your investment.

49. Our Company, ITIPL and certain Group Companies have unsecured loans that may be recalled by the

lenders at any time.

Our Company, ITIPL and certain Group Companies have availed unsecured loans which may be recalled

by their respective lenders at any time. In the event that any lender seeks the accelerated repayment of

any such loan, it may have a material adverse effect on the business, cash flows and financial condition

of the entity against which repayment is sought.

50. Certain of our Group Companies have incurred losses in the preceding fiscal year.

Certain of our Group Companies have incurred losses during the financial year immediately preceding

the date of this Draft Red Herring Prospectus. The details of profits (or losses) after tax of these

companies in the preceding three years are provided in the section “Group Companies – Loss Making

Group Companies” on page 254. There is no assurance that these or any of our other Group Companies

will not incur losses in future periods or that there will not be an adverse effect on our Company’s

reputation or business as a result of such losses.

51. We had negative cash flow from investing activities and financing activities during Fiscal 2014.

During Fiscal 2014, our Company had a negative cash flow from investing activities of ` 221.01 million,

on a standalone basis and ` 478.27 million, on a consolidated basis. Our Company also had a negative

cash flow from financing activities of ` 3,965.04 million on a consolidated basis during Fiscal 2014. The

negative cash flow from investing activities was primarily due to purchase of fixed assets, fixed deposits

and investment in Subsidiaries partially offset by redemption of certain fixed deposits and the negative

cash flow from financing activities was primarily due to repayment of borrowings, finance cost paid and

share application money paid. For details, see “Financial Statements” on page 256. However, our

Company generated cash from its operating activities of ` 90.74 million and ` 4,695.69 million on a

standalone and consolidated basis, respectively, and generated cash from its financing activities of `

138.02 million on a standalone basis. We cannot assure you that our Company would not experience

negative cash flow from our activities in the future.

52. We have been incurring losses and we cannot assure you that we will be able to make dividend

payments in the future.

We have been incurring losses on a consolidated basis in the recent past. For the financial years 2014,

2013, 2012, 2011 and 2010 our restated loss for the year was ` 1,175.36 million, ` 624.82 million, `

551.07 million, ` 852.83 million and ` 12.71 million, respectively. For further details, see the sections

“Financial Statements – Restated Consolidated Summary Statement of Profit and Losses” and

41

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages

333 and 402, respectively. We cannot assure you that we will not incur any losses in the future. In

addition, our future ability to pay dividends will depend upon a number of factors, including our results

of operations, earnings, capital requirements and surplus, general financial conditions, contractual

restrictions and applicable Indian and foreign legal restrictions.

53. Our net worth on a consolidated basis has decreased substantially and any further diminution of our

net worth may adversely impact our growth and prospects.

There has been a decrease in our consolidated net worth in the recent past. As of March 31, 2014, our

consolidated net worth was ` (821.22) million. For further details, see the section “Financial Statements”

on page 256. Whilst the decrease in our net worth is mainly on account of amortisation of upfront

payments made to the authorities, there is no assurance that our net worth will not erode further or that it

will improve in the near future. Any further diminution in our net worth may adversely impact our

growth and future prospects. For further details, see the sections “Financial Statements – Annexure

XVIII- Restated Consolidated Statement of Accounting Ratios” on page 387.

54. Any variation in the utilisation of the Net Proceeds as disclosed in the Draft Red Herring Prospectus

would be subject to certain compliance requirements, including prior Shareholders’ approval.

We propose to utilise the Net Proceeds for repayment / prepayment, in part or in full, of certain loans

availed by MIPL, one of our Subsidiaries. For further details of the proposed objects of the Issue, see the

section “Objects of the Issue” on page 94. At this stage, we cannot determine with any certainty if we

would require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of

competitive environment, business conditions, economic conditions or other factors beyond our control.

In accordance with Section 27 of the Companies Act, 2013, we cannot undertake any variation in the

utilisation of the Net Proceeds as disclosed in the Red Herring Prospectus without obtaining the

Shareholders’ approval through a special resolution. In the event of any such circumstances that require

us to undertake variation in the disclosed utilisation of the Net Proceeds, we may not be able to obtain

the Shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such

Shareholders’ approval may adversely affect our business or operations. Further, we are required to

comply with certain restrictions imposed by our lenders as part of their consent for prepayment of loans

from Net Proceeds with respect to the utilisation of the Issue Proceeds. For details, see “– Our Company

proposes to utilize majority of the Net Proceeds to repay/prepay certain loans availed by our Subsidiary,

MIPL” on page 40.

Further, our Promoters or controlling shareholders would be required to provide an exit opportunity to

the Shareholders who do not agree with our proposal to change the objects of the Issue, at a price and

manner as may be prescribed by SEBI. SEBI has not yet prescribed any regulations in this regard and

such regulations may contain onerous obligations. Additionally, the requirement on Promoters or

controlling shareholders to provide an exit opportunity to such dissenting Shareholders may deter the

Promoters or controlling shareholders from agreeing to the variation of the proposed utilisation of the

Net Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that

the Promoters or the controlling shareholders of our Company will have adequate resources at their

disposal at all times to enable them to provide an exit opportunity at the price which may be prescribed

by SEBI.

In light of these factors, we may not be able to undertake variation of objects of the Issue to use any

unutilized proceeds of the Issue, if any, even if such variation is in the interest of our Company. This

may restrict our Company’s ability to respond to any change in our business or financial condition by re-

deploying the unutilised portion of Net Proceeds, if any, which may adversely affect our business and

results of operations.

55. We have issued Equity Shares during the last one year at a price that may be lower than the Issue

Price.

42

We have issued Equity Shares during the last 12 months preceding the date of this Draft Red Herring

Prospectus at a price that may be lower than the Issue Price as detailed in the following table:

Sr.

No.

Name of person /

entity

Date of issue No. of Equity

Shares issued

Issue price

(in ` per

Equity Share)

Reason

1. ITIPL May 28, 2014 11,494,250 21.75 Allotment to

our Corporate

Promoter

Further, the Private Placement, if undertaken by our Company, may be at a price lower than the Issue

Price.

External Risk Factors:

56. Our failure to successfully adopt new accounting standards when required under Indian law could

have a material adverse effect on our stock price.

Our Company may be required to prepare our annual and interim financial information under the new

Indian accounting standards that the Ministry of Corporate Affairs has announced which will be

implemented in phases. As there is lack of clarity on the adoption of and convergence with the new

Indian accounting standards, we have not determined with any degree of certainty the impact that such

adoption will have on our financial reporting. There can be no assurance that our financial condition,

results of operations, cash flows or changes in shareholders’ equity will not appear materially worse

under the new Indian accounting standards than under current Indian GAAP. As we transition to

reporting under the new Indian accounting standards, we may encounter difficulties in the ongoing

process of implementing and enhancing our management information systems. Moreover, there is likely

to be increasing competition for the small number of IFRS experienced accounting personnel as the new

Indian accounting standards have been derived from IFRS. There can be no assurance that our adoption

of new Indian accounting standards will not adversely affect our reported results of operations or

financial condition. Any failure to successfully adopt new Indian accounting standards when required

under Indian law could have a material adverse effect on our stock price.

57. Significant increases in the price or shortages in supply of crude oil could adversely affect the volume

of traffic at the projects operated by us and the Indian economy in general, including the

infrastructure sector, which could have a material adverse effect on our business and results of

operations.

India imports a significant majority of its requirements of crude oil. Crude oil prices are volatile and are

subject to a number of factors, including the level of global production and political factors, such as war

and other conflicts, particularly in the Middle East, where a substantial proportion of the world’s oil

reserves are located. Any significant increase in the price of or shortages in the supply of crude oil could

adversely affect the volume of traffic at the projects operated by us and adversely affect the Indian

economy in general, including the infrastructure sector, which could have a material adverse effect on

our business and results of operations.

58. Our business and activities may be regulated by the Competition Act, 2002.

The Competition Act, 2002, as amended (the “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 (the “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

43

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.

59. 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. See the section “Regulations and Policies” on page 205 for details of the laws currently

applicable to us.

There can be no assurance that the Government may not implement new regulations and policies which

will require us to obtain approvals and licenses from the Government and other regulatory bodies or

impose onerous requirements and conditions on our operations. Any such changes and the related

uncertainties with respect to the implementation of the new regulations may have a material adverse

effect on our business, financial condition and results of operations. In addition, we may have to incur

capital 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 services, 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. For instance, we are currently subject to claims from the

service tax department with respect to levy of service tax on toll collected by us. For details, see the

section “Outstanding Litigation and Material Developments” on page 457. In case service tax is held to

be leviable on us, we may not be able to recover the same from the relevant authorities and it may

adversely affect the profitability of our projects and have a material adverse effect on our results of

operations and financial condition. Further, changes in capital gains tax or tax on capital market

transactions or sale of shares could affect investor returns. As a result, any such changes or

interpretations could have an adverse effect on our business and financial performance.

60. The Companies Act, 2013 has effected significant changes to the existing Indian company law

framework, which may subject us to higher compliance requirements and increase our compliance

costs.

A majority of the provisions and rules under the Companies Act, 2013 have recently been notified and

have come into effect from the date of their respective notifications, resulting in the corresponding

provisions of the Companies Act, 1956 ceasing to have effect. The Companies Act, 2013 has brought

into effect significant changes to the Indian company law framework, such as in the provisions related to

issue of capital, disclosures, corporate governance norms, audit matters and related party transactions.

Further, the Companies Act, 2013 has also introduced additional requirements which do not have

corresponding equivalents under the Companies Act, 1956, including the introduction of a provision

allowing the initiation of class action suits in India against companies by shareholders or depositors, a

restriction on investment by an Indian company through more than two layers of subsidiary investment

companies (subject to certain permitted exceptions) and prohibitions on advances to directors. Further,

44

companies meeting certain financial thresholds are also required to constitute a committee of the board

of directors for corporate social responsibility activities and ensure that at least 2% of the average net

profits of the company during three immediately preceding financial years are utilized for corporate

social responsibility activities. The Companies Act, 2013 imposes greater monetary and other liability on

our Company, Directors and officers in default, for any non-compliance. To ensure compliance with the

requirements of the Companies Act, 2013, we may need to allocate additional resources, which may

increase our regulatory compliance costs and divert management attention.

The Companies Act, 2013 introduced certain additional requirements which do not have corresponding

equivalents under the Companies Act, 1956. Accordingly, we may face challenges in interpreting and

complying with such provisions due to limited jurisprudence on them. In the event, our interpretation of

such provisions of the Companies Act, 2013 differs from, or contradicts with, any judicial

pronouncements or clarifications issued by the Government in the future, we may face regulatory actions

or we may be required to undertake remedial steps. Additionally, some of the provisions of the

Companies Act, 2013 overlap with other existing laws and regulations (such as the corporate governance

norms and insider trading regulations). We may face difficulties in complying with any such overlapping

requirements. Further, we cannot currently determine the impact of provisions of the Companies Act,

2013 which are yet to come in force. Any increase in our compliance requirements or in our compliance

costs may have an adverse effect on our business and results of operations.

61. The Equity Shares have never been publicly traded and the Issue may not result in an active or liquid

market for the Equity Shares. Further, the price of the Equity Shares may be volatile and you may be

unable to resell your Equity Shares at or above the Issue Price, or at all.

Prior to the Issue, there has been no public market for the Equity Shares and an active trading market on

the Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation does not

guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market

for the Equity Shares. The Issue Price of the Equity Shares is proposed to be determined through a book-

building process and may not be indicative of the market price of the Equity Shares at the time of

commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity

Shares may be subject to significant fluctuations in response to, among other factors, variations in our

operating results, market conditions specific to the industry we operate in, developments relating to India

and volatility in the Stock Exchanges and securities markets elsewhere in the world.

62. Any future issuance of Equity Shares may dilute your shareholdings and sales of the Equity Shares by

our Promoters or other major shareholders may adversely affect the trading price of the Equity

Shares.

Any future equity issuances by our Company may lead to the dilution of investors’ shareholdings in our

Company. In addition, any sales of substantial amounts of the Equity Shares in the public market after

the completion of the Issue, including by our Promoters or other major shareholders, or the perception

that such sales could occur, could adversely affect the market price of the Equity Shares and could

materially impair future ability of our Company to raise capital through offerings of the Equity Shares.

Our Promoters currently hold an aggregate of 96.32% of the outstanding Equity Shares. After the

completion of the Issue, our Promoters will continue to hold [●]% of the outstanding Equity Shares. We

cannot predict the effect, if any, that the sale of the Equity Shares held by our Promoters or other major

shareholders or the availability of these Equity Shares for future sale will have on the market price of the

Equity Shares.

63. We cannot assure you that the Equity Shares will be listed on the Stock Exchanges in a timely manner

or at all, which may restrict your ability to dispose of the Equity Shares.

In accordance applicable law and practice, permission for listing of the Equity Shares will not be granted

by the Stock Exchanges until after the Equity Shares offered in the Issue have been Allotted. In addition,

we are required to deliver the Red Herring Prospectus and the Prospectus to the RoC for registration

under the applicable provisions of the Companies Act and the SEBI Regulations. We cannot assure you

45

that the RoC will register the Red Herring Prospectus or the Prospectus in a timely manner, or at all.

Such approval will require all other relevant documents authorising the issuance of the Equity Shares to

be submitted. There could be a failure or delay in listing the Equity Shares on the Stock Exchanges. Any

failure or delay in obtaining such approval would restrict your ability to dispose of your Equity Shares.

64. There are restrictions on daily movements in the price of the Equity Shares, which may adversely

affect your ability to sell, or the price at which you can sell, Equity Shares at a particular point in

time.

Subsequent to listing, we will be subject to a daily circuit breaker imposed on listed companies by stock

exchanges in India which does not allow transactions beyond certain volatility in the price of the Equity

Shares. This circuit breaker operates independently of the index-based market-wide circuit breakers

generally imposed by SEBI on the stock exchanges. 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 are not required to inform us of the percentage limit of the circuit breaker

from time to time and may change it without our knowledge. This circuit breaker would effectively limit

the upward and downward movements in the price of the Equity Shares. As a result of this circuit

breaker, there can be no assurance regarding your ability to sell the Equity Shares or the price at which

you may be able to sell your Equity Shares.

65. Political instability or a change in economic liberalization and deregulation policies could seriously

harm business and economic conditions in India generally and our business in particular.

The Government has traditionally exercised and continues to exercise influence over many aspects of the

economy. Our business and the market price and liquidity of the Equity Shares may be affected by

interest rates, changes in Government policy, taxation, social and civil unrest and other political,

economic or other developments in or affecting India. The Government has in recent years sought to

implement economic reforms and the current government has implemented policies and undertaken

initiatives that continue the economic liberalization policies pursued by previous governments. There can

be no assurance that liberalization policies will continue in the future. The rate of economic liberalization

could change and specific laws and policies affecting the road infrastructure sector, foreign investment

and other matters affecting investment in our securities could change as well. A newly elected

government (as a result of the upcoming general elections) may announce new policies or withdraw

existing benefits, which may be applicable to our industry. Any significant change in such liberalization

and deregulation policies could adversely affect business and economic conditions in India, generally

and our business, prospects, financial condition and results of operations, in particular.

66. Foreign investors are subject to foreign investment restrictions under Indian law, which may

adversely affect the market price of the 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 restrictions) if they comply with the

pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares is not in

compliance with such pricing guidelines or reporting requirements, or falls under any of the prescribed

exceptions, the prior approval of the RBI will be required. Additionally, shareholders who seek to

convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that

foreign currency from India will require a no-objection/tax clearance certificate from the Indian income

tax authorities or a competent chartered accountant. We cannot assure you that any required approval

from the RBI or any other government agency can be obtained in a timely manner or on any particular

terms or at all. Because of possible delays in obtaining requisite approvals, investors in the Equity Shares

may be prevented from realizing gains during periods of price increase or limiting losses during periods

of price decline.

67. Terrorist attacks, civil unrests and other acts of violence in India and around in the world could

adversely affect the financial markets, our business, results of operations, financial condition and

cash flows.

46

Terrorist attacks, civil unrests and other acts of violence or war in India and around in the world may

adversely affect worldwide financial markets, our business, results of operations, financial condition and

cash flows. India has, from time to time, experienced instances of civil unrest and political tensions and

hostilities among neighbouring countries. Political tensions could create a perception that an investment

in Indian companies involves higher degrees of risk and on our business and price of the Equity Shares.

68. Natural calamities could have a negative effect on the Indian economy and cause our business to

suffer.

India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past

few years. The extent and severity of these natural disasters determines their effect on the Indian

economy. The erratic progress of a monsoon would also adversely affect sowing operations for certain

crops. Further prolonged spells of below normal rainfall or other natural calamities in the future could

have a negative effect on the Indian economy, adversely affecting our business and the price of the

Equity Shares.

Prominent Notes

1. Our Company was incorporated as MEP Toll Road Private Limited on August 8, 2002, at Mumbai,

Maharashtra as a private limited company under the Companies Act. The name of our Company was

changed from MEP Toll Road Private Limited to MEP Infrastructure Developers Private Limited

pursuant to a special resolution passed by our shareholders at an EGM held on November 24, 2011. The

fresh certificate of incorporation consequent upon change of name was granted by the Registrar of

Companies, Mumbai, to our Company on November 28, 2011. Thereafter, our Company was converted

into a public limited company pursuant to an extraordinary general meeting held on August 19, 2014 and

consequently, the name of our Company was changed to MEP Infrastructure Developers Limited. The

fresh certificate of incorporation consequent upon change of name was granted by the Registrar of

Companies, Mumbai, to our Company on September 8, 2014. For details of change in name and the

Registered Office of our Company, see the section “History and Certain Corporate Matters” on page

209.

2. Public Issue of [●] Equity Shares for cash at a price of ` [●] per Equity Share (including a premium of `

[●] per Equity Share) aggregating up to ` 3,600 million. The Issue will constitute [●]% of the fully

diluted post-Issue paid-up equity share capital of our Company.

3. As of March 31, 2014, our Company’s net worth was ` (821.22) million as per the Restated

Consolidated Financial Information and ` 2,175.05 million as per the Restated Standalone Financial

Information.

4. As of March 31, 2014, the net asset value per Equity Share was ` (8.21) as per the Restated Consolidated

Financial Information and ` 21.75 as per the Restated Standalone Financial Information.

5. The average cost of acquisition of Equity Shares by our Promoters is as follows:

Name of the Promoter Average cost of acquisition of Equity Shares

Dattatray P. Mhaiskar ` 10 per Equity Share

Jayant D. Mhaiskar ` 10 per Equity Share

ITIPL ` 11.67 per Equity Share

For further details, see the section “Capital Structure” on page 81.

6. Except as stated in the section “Related Party Transactions” on page 254, none of the Group Companies

have any business or other interest in our Company.

7. For details of related party transactions entered into by our Company with the Group Companies and

47

Subsidiaries during the last financial year, the nature of transactions and the cumulative value of

transactions, see the section “Related Party Transactions” on page 254.

8. There has been no financing arrangement whereby our Promoter Group, directors of ITIPL, the Directors

and their relatives have financed the purchase by any other person of securities of our Company other

than in normal course of the business of the financing entity during the period of six months immediately

preceding the date of this Draft Red Herring Prospectus.

9. Investors may contact the BRLMs for complaints, information or clarifications pertaining to the Issue.

48

SECTION III: INTRODUCTION

SUMMARY OF INDUSTRY

Overview of the Indian Economy

From 2003-04 to 2013-14, real GDP of India increased at a CAGR of 7.5 per cent to ` 57 trillion in 2013-14

from ` 28 trillion in 2003-04. The services sector continued to be the largest contributor to the country’s GDP at

60 per cent in 2013-14, while the share of agriculture & allied services and industry was 14 per cent and 26 per

cent, respectively. India’s GDP growth hit a decadal low in 2012-13, at 4.5 per cent on account of poor

performance of manufacturing, agriculture and services sectors. The performance stabilized at those levels in

2013-14 with an uptick to clock 4.7 per cent.

The agriculture sector grew at a faster rate of about 4.0 per cent in 2013-14 compared to 1.4 per cent in

the previous year due to better monsoons

Services sector continued its stable performance with 6.5 per cent growth in 2013-14 as against 6.2 per

cent in the previous fiscal

Q1FY15 GDP grew by 5.7 per cent ; agriculture sector grew by 3.8 per cent; industrial sector grew by

4.2 per cent and services sector grew by 6.8 per cent (Source: Central Statistical Office)

World GDP growth averaged 2.9 per cent for the past five years and increased by about 3.0 per cent in 2013.

The growth was largely led by emerging markets and developing economies, which grew at 4.7 per cent in

2013. India’s GDP growth has outpaced the growth of world GDP primarily driven by strong domestic demand

and better investment climate.

India’s forex reserves increased to USD 303.7 billion in 2013-14 from USD 199.2 billion in 2006-07,

registering a CAGR of about 6.2 per cent. WPI inflation, after remaining persistently high during 2010-11 and

2011-12, has shown signs of moderation since December 2011 and currently stands at 6 per cent for 2013-14.

Increase in Urbanisation and Consumption

The population of India registered an annual growth of 1.6 per cent from 2001 to 2011 and decadal growth of

about 18 per cent. Urban population as of 2011 was 377 million, an annual growth of 2.8 per cent and rural

population stood at 833 million at an annual growth rate of 1.1 per cent. Urbanisation levels have increased

from 28 per cent in 2001 to about 31 per cent in 2011.

The consumption expenditure in India grew to ` 41.3 trillion in 2012-13 from ` 20.1 trillion in 2001-02,

registering an coumpounded annual growth rate of about 6.8 per cent.

Investments in the Indian Infrastructure Sector

Infrastructure investments envisaged in XII five year plan (2012-2017) increase by 2.6 times to ` 51.5 trillion

The policies of the Indian government seek to encourage investments in the domestic infrastructure from both

local and foreign private players. FDI inflows in construction (infrastructure) activities from April 2000 to June

2013 stood at USD 2,198.77 million according to Department of Industrial Policy and Promotion (DIPP). In

order to increase FDI inflows to further boost investments and to enhance infrastructure, the Indian Government

has introduced significant policy reforms. Infrastructure industry includes roads, power, railways, urban

infrastructure, irrigation and others. Road sector is one of the key contributors in the overall investments

undertaken in the infrastructure industry.

In the Eleventh five year plan (i.e. 2007-08 to 2011-12), the actual investments in the infrastructure sector

reached ` 19.5 trillion as against budgeted investment of ` 20.6 trillion (95 per cent achievement level). The key

drivers were increased focus of central government on improving the infrastructure, in lieu of which several

programmes were undertaken by the government. The construction spend on infrastructure projects is expected

49

to amount to ` 51.5 trillion over the next five years from the current level of ` 19.5 trillion (actual investments),

with 47 per cent contribution by private participation and 53 per cent by the central and state governments.

Within Infrastructure, Electricity is estimated to be the largest contributor, followed by Roads and

Telecommunications.

Key proposals of the Union Budget 2014-15 and initiatives taken for infrastructure development

Roads: ` 143.89 billion provided towards PMGSY, and ` 378.8 billion for national highways (NHAI)

and state roads. Also, ` 5 billion shall be set aside by NHAI for project preparation for select

expressways in parallel to the development of industrial corridors. (Source: FY14-15 Union Budget

Speech made by the Finance Minister in front of Parliament on July 10, 2014)

Urban infra & irrigation: ` 70.6 billion for developing smart cities, ` 36 billion under National Rural

Drinking Water Programme, ` 10 billion for a new irrigation scheme, namely, Pradhan Mantri Krishi

Sinchayee Yojana, ` 20.37 billion for cleaning up of River Ganga and ` 1 billion viability gap funding

for metro rail projects in Lucknow and Ahmedabad. (Source: FY14-15 Union Budget Speech)

Railways: Plan to introduce bullet train on the Mumbai-Ahmedabad sector, a diamond quadrilateral for

high speed trains, and exploring foreign direct investment in railway projects. (Source: FY14-15

Railway Budget, Indian Railways)

Ports: Sixteen new port projects to be awarded this year, development of inland waterway project, and

special economic zones at Kandla and JNPT ports. (Source: FY14-15 Union Budget Speech)

Corpus for Pooled Municipal Debt Obligation Facility has been increased by 10 fold to fund urban

infrastructure projects. (Source: FY14-15 Union Budget Speech)

Other measures: Proposal to set up an institution called ‘3P India’ with a corpus of ` 5 billion to ensure

quick dispute redressal for PPP projects. (Source: FY14-15 Union Budget Speech)

Overview of the Road Sector in India

India has the second largest road network in the world, aggregating 4.7 million km; however quality of roads

has not been at par with others. In terms of quality, only half of India’s road network is surfaced.

Roads constitute the most common mode of transportation and account for about 85 per cent of passenger

traffic and around 60 per cent of the freight traffic in the country. In India, National Highways, with a length

close to 79,000 km, constitute a mere 2 per cent of the road network but carry about 40 per cent of the total road

traffic. On the other hand, state roads and major district roads are the secondary system of road that carry

another 60 per cent of traffic and account for 98 per cent of road length.

National Highways

Over the last decade, the overall National Highways length (completed) has increased from around 500 km in

2001-02 to the current levels of 22,277 km (as of March 31, 2014). In the last four years, the overall

implementation levels have increased from 2,485 km in 2008-09 to 3,350 km in 2012-13. During 2008-09 to

2012-13, investments on National Highways have registered a CAGR of about 16.2 per cent and increased to `

295 billion in 2012-13 from ` 162 billion in 2008-09.

Awarding of National Highway projects have picked up pace from 2008-09 onwards wherein it was 1,872 km

to about 7,283 km in 2011-12, increasing at a CAGR of about 57 per cent primarily driven by increasing

projects awarded on BOT basis (post introduction of MCA agreement). However, it dipped significantly to a

low of 1,933 km in 2012-13, impacted by the weak financial position of players, delays in project clearances

and low estimated traffic density for many stretches on offer. Length constructed/upgraded has increased to

3,350 km in 2012-13 from that of 2,458 km in 2008-09, increasing at a CAGR of 8 per cent.

50

Key factors driving growth of investment in roads and highways

Economic growth: Freight traffic has grown at a CAGR of 6.8 per cent from 2008-09 to 2013-14 in line with

the economic growth of 6.7 per cent during the same period. Freight traffic (in BTKM) growth is set to revive to

5-7 per cent in 2014-15, up from the 3.5 per cent growth seen in 2013-14, following an expected improvement

in the macroeconomic environment. Roads continue to dominate freight traffic with its share in overall freight

movement rising steadily to 63 per cent in 2013-14 from 58 per cent in 2008-09 due to healthy growth in non-

bulk traffic and capacity constraints in railways.

Road freight traffic gaining preference: Capacity constraints in the railways had led to the share of roads in

the primary freight pie increasing from an estimated 58 per cent (in BTKM) in 2008-09 to around 63 per cent in

2013-14. Road freight transport augmented at 8.5 per cent CAGR during 2008-09 to 2013-14 as against a 6.8

per cent CAGR in overall primary freight traffic. From 2012-13 to 2017-18, road freight traffic is expected to

expand by 7-9 per cent CAGR, which is higher than the growth in overall primary freight demand. Growth in

road freight traffic will be largely driven by growth in non-bulk traffic and development of road infrastructure.

Roads remain the preferred mode of transport for non-bulk traffic

Increasing vehicular and passenger traffic: Growth in vehicular and passenger traffic have both outpaced

increase in total road network in the past.While number of vehicles increased at around 10.3 per cent between

2001 and 2008, passengers travelling by road increased at 6.4 per cent CAGR. On the other hand, the total road

network increased at just 2.6 per cent during the same period. This increase in vehicular and passenger traffic is

expected to put pressure on existing road network and hence necessitating road development. Since 1950-51,

the passenger traffic for railways has come down from 85 per cent to 23 per cent while passenger traffic for

roads has consistently grown from 29 per cent to 77 per cent for the same period.

Increasing government thrust: There are various initiatives that have been undertaken by the Government of

India (GoI) namely Highway Development Programme (NHDP), Pradhan Mantri Gram Sadak Yojna (PMGSY)

and Central Road Fund Act (2000), and other initiatives like viability gap funding, tax benefit etc.

Policy initiatives undertaken by the government

NHDP: The NHDP encompasses building, upgradation, rehabilitation and broadening of existing

National Highways. The programme is executed by the National Highways Authority of India (NHAI),

in coordination with the Public Works Department (PWD) of the various states. The NHAI also

collaborates with the Border Roads Organisation (BRO) for development of certain stretches.

PPP: PPP is expected to be the preferred mode for execution of future phases of NHDP. The

government has devised appropriate policy mechanisms to encourage private sector participation in the

sector.

VGF (Viability Gap Funding): The government will provide grants or viability gap funding (VGF) in

the case of BOT-toll projects that are not financially viable.

Diversification of funding by introduction of CRF: Central Road Fund is a dedicated fund created

by the central government from collection of cess on petrol and diesel. For 2012-13, an allocation of `

194 billion has been earmarked under CRF.

Finance Ministry has suggested to banks to consider 80 per cent of land acquisition while granting

disbursements instead of the current 100 per cent norms.

PPP loans secured status: As per recent RBI directive, loans for PPP projects can be considered as

‘secured’ subject to fulfilment of certain conditions like escrow for toll, right of substitution for

lenders, compulsory buyout by project authority in case of termination by lenders etc.

As per the Environment Ministry notification issued in August 2013, highway development projects

involving widening of roads, which are up to 100 km, need not take environment clearance.

51

Current Status and Overview of NHDP

The NHDP encompasses building, up gradation, rehabilitation and broadening of existing National Highways.

The programme is executed by the National Highways Authority of India (NHAI), in coordination with the

Public Works Department (PWD) of the various states. NHAI also collaborates with the Border Roads

Organisation (BRO) for development of certain stretches. Out of the total length of 50,230 km under NHDP,

about 44 per cent has been completed as on March 31, 2014. About 24 per cent of the total length is currently

under implementation and the rest is yet to be awarded. The total cost incurred on NHDP projects stands at `

2,139 billion, as of January 31, 2014.

Private Public Partnership (PPP) framework and models in operation

For broad-based and sustainable growth, the government recognizes the need to engage with the private sector

through PPP framework in order to achieve certain objectives as stated below:

Harness private sector efficiencies in asset creation, maintenance and service delivery.

Provide focus on life cycle approach for development of a project, involving asset creation and

maintenance over its life cycle;

Create opportunities to bring in innovation and technological improvements.

Enable affordable and improved services to the users in a responsible and sustainable manner.

The following are a few models in operation:

i. BOT (Build-operate-transfer)

These contracts are typically public private partnership (PPP) agreements, whereby a government agency

provides the private player, rights to build, operate and maintain a facility on public land for a fixed period,

after which assets are transferred back to the public authority. Funding for the project is arranged by the

concessionaire, through a mix of equity and debt from banks and other financial institutions.

ii. EPC (Engineering, Procurement and construction)

EPC contracts are fixed price contracts where the client provides conceptual information about the project.

Technical parameters, based on desired output, are specified in the contract. The contractor undertakes the

responsibility of designing the project, either through an in-house design team or by appointing consultants.

Unlike item rate and LSTK contracts, the contractor is allowed to innovate on the design of the project.

Based on these designs, the contractor draws up cost estimates and accordingly bids for the project.

iii. Toll collection

Toll collection concept as a separate business model evolved in 2009. Under this model, authority invites

bid from private players for collection of roads constructed under EPC and BOT (Annuity). It is a short

duration project, typically of 12 months. The private player with the highest bid is awarded the project. The

user fee is pre-determined by the contracting authority. Right to collect user fee during the concession

period lies with the private player, while contract of this category involves negligible to minimal

construction and maintenance of the road.

iv. OMT (Operate, Maintain and Transfer)

Operate, Maintain and Transfer concept was introduced with an objective to assure road users of adequate

quality and safety. An OMT project consists of combined contracts for right to collect toll apart from

operation and maintenance of the stretch. This model provides consistent revenues to NHAI on the one

hand and Just-in-Time (JIT) maintenance of the project on the other hand. It includes performance based

maintenance, periodic maintenance, routine maintenance (minor repairs, cleaning of carriageways,

52

shoulders, cross drainage structures etc.), road property management and incident management. In this type

of arrangement, toll collection rights are given to private operator.

New Tolling Policy

Central government is authorised to levy a fee (toll) under section 7 of the National Highways Act, 1956 for

public funded project and under section 8-A of the said act, for private investment project. The government can

levy fee on all sections of National Highways (irrespective of 4 lane or 2 lanes), tunnels, bypass and on bridges

with specific cost criteria.

Toll Collection Business Model

Scope of toll collection contract

The primary purpose of a toll collection contract is to provide private players with the opportunity to toll

highways, construction work of which has already been completed. As part of this agreement, maintenance of

the highway does not come under the purview of the concessionaire unlike the arrangement for BOT and OMT,

where road operation and maintenance are an integral part of the contract.

Concession period

Toll collection contract is typically of a short duration, which in case of NHAI, ranges from 3-12 months for

roads constructed under EPC model and 24 months for roads constructed under BOT Annuity model. In case of

state authorities, concession period typically extends from 12-36 months.

Toll Collection Projects under NHAI

In 2009, NHAI handed over the toll collection process to private companies. Under this model, bids were

invited for select toll plazas and the private toll collection agency was selected on the best revenue share deal

offered to the concerned authority. (These private players are specialist toll management companies).

As witnessed in 2012-13, the year 2013-14 saw majority of the bids for toll projects being invited by NHAI.

Around 98-102 projects were invited to bid for by NHAI which was a significant jump from 84-88 the previous

year. State authorities invited bids for 35-40 projects in 2011-12, which further increased to 50-55 in 2012-13.

As of 2013-14, around 6,800 km of National Highways constructed on EPC and BOT Annuity basis are tolled

under the toll collection model.

Toll Collection Projects under State Authorities

States like Maharashtra, Haryana, Rajasthan, Odisha, Gujarat, Tamil Nadu and Karnataka have adopted the

tolling model.

OMT Business Model

In the past, both state and National Highways have attracted significant investments for their development.

Stretches that were developed under public private (PPP) model are currently being maintained to the desired

performance standards by the concessionaire. However, stretches that were developed by the utilisation of

public funds need to be maintained at adequate service levels by the respective national or state authority.

Repair and maintenance work on these public funded stretches is being carried out annually as per availability

of funds, extent of damage etc., to keep these highways suitable for public use.

Concession Period

The concession period is identified on project specific basis but typically, for NHAI projects, it is 9 years

(although a few 6-year contracts have also been awarded), after which the concessionaire has to transfer the

project stretch back to the government authority. The concession period is linked to periodic maintenance cycle

53

of the project highway and is almost equal to the life of renewal work i.e. concession period is chosen such that

an OMT contract ends before the necessity to upgrade the project stretch from 2 lane to 4 lane or 4 lane to 6

lane etc. arises.

Risk sharing under OMT contract

The commercial and technical risks associated with operation and maintenance such as traffic risk, toll

collection risk and financing risk are typically allocated to the concessionaire whereas political risk is allocated

to the government authority, as it can handle it better. Construction risk is relatively lower for OMT projects

when compared to BOT / EPC projects.

OMT projects have financial liabilities, principally towards road development agencies, unlike capital-intensive

DBFOT (toll) projects, where financial liabilities of the project are towards both road development agencies and

lenders.

Key drivers of the OMT business model

The OMT Model, apart from bridging the significant gap of lack of funds available for operation and

maintenance of roads (highways) in India, also provides certain other advantages, which have been listed

below:

Under OMT contracts, the efficiency of the private sector in toll collection and O&M is leveraged.

This typically leads to a decrease in costs as well as increase in revenues - owing to a reduction in

leakage of toll.

Under an OMT contract, a concessionaire is awarded O&M and tolling of a project stretch, for a

typical duration of 9 years. This significantly reduces the administrative efforts of the awarding

agency, as earlier the authorities (NHAI, state agencies etc.) used to hire two separate agencies every

year, one for tolling and the other for O&M of a project stretch. (standalone tolling or O&M contracts

are typically for a smaller contract period of around 1 year).

All OMT projects that have been awarded till date have resulted in the premium (concession fee) being

shared by the concessionaire with the awarding authority (NHAI / state authority). Revenue generated

through premium sharing can be used for development of other road corridors.

The OMT market will primarily be driven by:

A number of BOT players exiting their current projects resulting in the new buyer to contract the

projects on OMT basis.

Rising penetration of OMT stretches in state highways, especially in the states of Karnataka, Bihar,

and Madhya Pradesh.

Key Players in the Tolling Market

Based on a sample of 241 NHAI toll projects (for which financial bids have been opened/awarded) in 2011-12,

2012-13 and 2013-14, each of the 3 players has bid for a substantial number of projects.

MEPIDPL bid for 50-55 per cent of the projects;

Eagle Infra bid for 20-25 per cent of the projects;

Konark Infra bid for 15-20 per cent of the projects;

As inferred from the above points, MEPIDPL is a leading player in the business of toll collection based on the

total number of projects bid for and won by the company in 2011-12, 2012-13 and 2013-14. At the next level,

Eagle Infra and then Konark Infrastructure are other major players in the toll collection business.

54

Key Players in the OMT Market

Note: Above list is based on projects awarded by NHAI till June 2014; Lane km refers to total project length

into the number of lanes of the highway section.

Considering the various factors such as number of projects, estimated project cost, length of projects, number of

lane kilometres maintained by a player under OMT projects, MEPIDPL is the leading player in the OMT field.

Based on the the same parameters, SMS Infrastructure, PATH and DRAIPL are the other key players in the

OMT segment.

Based on information presented in the above sections, MEPIDPL is a leading player in India across OMT and

toll collection segments combined

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SUMMARY OF OUR BUSINESS

Overview

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India

presence. We focus on pure toll collection projects as well as OMT projects, which involve maintenance

obligations in addition to toll collection on operational roads (including highways) constructed by third parties.

According to the report on “Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection market for

Road Projects in India” dated June 2014 by CRISIL Research (the “CRISIL Report”), we are the leading player

in OMT as well as toll collection in India based on the number of projects operated and quality of project

stretches.

We commenced our business with collection of toll at the five Mumbai Entry Points in December 2002, which

we undertook for a period of eight years till November 19, 2010 pursuant to a contract with MSRDC (and

subsequent extensions thereof). As of the date of this Draft Red Herring Prospectus, we have completed 68

projects, with an aggregate of 122 toll plazas and 783 lanes, and have an overall experience of over 12 years in

this business across 12 states in India. Some of the significant toll collection projects completed by us include:

(i) project for collection of toll at five Mumbai Entry Points where we currently operate an OMT contract

pursuant to a re-award; (ii) project for collection of toll at Chalthan toll plaza, Gujarat; (iii) project for collection

of toll at the toll plazas located at Ahmedabad, AUDA Ring Road, Nadiad, Anand and Vadodara on the

Ahmedabad – Vadodara Expressway, Gujarat; (iv) project for collection of toll for the Rajiv Gandhi Sea Link,

Mumbai, Maharashtra; (v) project for collection of toll at Chirle toll plaza and Karanjade toll plaza,

Maharashtra; and (vi) project for collection of toll at the toll plazas on Hanumangarh – Kishangarh road,

Rajasthan. For details of our completed projects, see “Our Business – Our Projects – Completed Projects” on

page 150.

Our projects are awarded to us through competitive bidding process (electronic bidding in some cases) and after

satisfaction of various prescribed pre-qualification criteria. Tenders for our projects are submitted on the basis

of traffic volume and revenue forecasting undertaken by us through in house surveys. We generate revenue

from toll collection and OMT projects through collection of toll from commuters. Our toll collection and OMT

projects have been awarded to us by statutory corporations or government companies primarily being NHAI,

MSRDC, RSRDC, RIDCOR, MJPRCL and HRBC.

We currently operate 23 toll collection projects with an aggregate of 40 toll plazas, five OMT projects covering

2,530.04 lane kilometres with an aggregate of 15 toll plazas and one BOT project covering 42.02 lane

kilometres with five toll plazas. These ongoing projects are located across nine states in India.

Our portfolio of ongoing toll collection projects includes both Long Term (of an initial term in excess of one

year) and Short Term (of an initial term of one year or lesser) projects. Our Long Term toll collection projects

are the Phalodi – Ramji Project in Rajasthan for a period of five years until September 2015, IRDP Solapur

Project in Maharashtra for a period of 156 weeks until December 2015, the Vidyasagar Setu Project in West

Bengal for a period of five years until August 2018, the ITEL Project in Tamil Nadu for a period of three years

until March 2017, the Kalyan-Shilphata Project in Maharashtra for a period of 156 weeks until September 2016,

the Kini Tasawade Project in Maharashtra for a period of 104 weeks until May 2016 and the Mahua – Hindaun

– Karauli Project in Rajasthan for a period of 21 months until October 2014. We also operate 16 Short Term toll

collection projects. For further details of our ongoing projects, see “Our Business – Our Projects” on page 151

below.

Our ongoing OMT projects include the Mumbai Entry Points Project, which is our largest OMT project on the

basis of revenue, under which we undertake the operation and maintenance of, and toll collection at, the five

Mumbai Entry Points and the maintenance of 27 flyovers and certain allied structures in Mumbai for a period of

16 years until 2026. We also operate the RGSL Project with the right to collect toll for and maintain, the RGSL

in Mumbai for a period of 156 weeks until 2017. We have been undertaking collection of toll at the RGSL since

its opening in 2009 pursuant to Short Term contracts and have now been awarded a new OMT contract, in

January 2014. We also operate the Madurai-Kanyakumari Project, the Hyderabad-Bangalore Project and the

56

Chennai Bypass Project, which are all OMT projects - with the right to collect toll at, and maintain, the road

forming part of such projects for a period of nine years until 2022. Additionally, we also operate a BOT project,

being the Baramati Project under which we constructed the four-lane Sakhali bridge on Karha River in Baramati

and are currently entitled to undertake maintenance of, and collection of toll at, the roads and bridges in

Baramati for a period of 19 years and four months until 2030. We have issued a termination notice dated May

27, 2014 to MSRDC for terminating the Baramati Project and subsequently a letter dated July 28, 2014 seeking

termination payments under the concession agreement for the Baramati Project. However, the termination has

not taken effect and we continue to operate the Baramati Project as on date.

We make use of advanced technology for the operation of our projects which helps in improving operational

efficiency and ensuring transparency in the process of toll collection. In August 2012, we launched an electronic

toll collection (“ETC”) system based on RFID technology which was implemented at the toll plaza in RGSL,

Mumbai. In addition to the RGSL toll plaza, the RFID technology based ETC system has been implemented at

the toll plaza at the Vidyasagar Setu Project and at four toll plazas forming part of the Mumbai Entry Points

Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai Entry

Points Project. As of August 31, 2014 we had over 22,000 customers enrolled in the RFID technology based

ETC system at our projects. Further, we also use weight based tolling system for our OMT contracts with NHAI

with the help of devices that are designed to capture and record axle weights and gross vehicle weights as

vehicles drive over a measurement site.

Our total revenue on a consolidated basis increased from ` 3,291.29 million in Fiscal 2010 to ` 12,401.34

million in Fiscal 2014, representing a CAGR of 39.32%. Our consolidated EBITDA increased from ` 62.95

million in Fiscal 2010 to ` 3,629.63 million in Fiscal 2014, representing a CAGR of 175.56%. During the last

five Fiscal Years, we have earned aggregate revenue of ` 43,357.39 million from our projects as against

aggregate payment of ` 27,629.45 million paid to the authorities in respect of such projects.

Our Strengths

Established and leading player in the toll management industry with proven track record

We are an established and leading toll operator in India with an overall experience of over 12 years in the

business. (Source: CRISIL Report). As of the date of this Draft Red Herring Prospectus, we have completed 68

projects, with an aggregate of 122 toll plazas and 783 lanes, across 12 states in India. We also currently have 23

ongoing toll collection projects with an aggregate of 40 toll plazas, five ongoing OMT projects covering

2,530.04 lane kilometres with an aggregate of 15 toll plazas and one ongoing BOT project covering 42.02 lane

kilometres with five toll plazas, spanning nine states in India. We undertook toll collection at the five Mumbai

Entry Points from December 2002 until November 2008 pursuant to a contract with MSRDC and subsequent

extensions thereof until November 2010, and currently operate the Mumbai Entry Points Project, which is our

first OMT contract. Further, we have been undertaking collection of toll at the Rajiv Gandhi Sea Link, Mumbai

since its opening in 2009. We have also been operating the Phalodi – Ramji Project, one of our Long Term toll

collection projects since September 2010. We currently operate, and have in the past operated, several toll

plazas at the same time in different states in India. We believe that our ability to manage multiple projects

across different geographies provides us with a significant advantage to efficiently manage our growth and

expansion.

Early mover advantage

We benefit from an early mover advantage being one of the first few companies focusing on pure toll collection

having started our business in December 2002 by collecting toll at the five Mumbai Entry Points. We believe

that our experience and expertise in toll management gives us an advantage while bidding for new toll

collection contracts, in capitalising on new opportunities available in the market and evolving with new formats

of toll collection contracts. For instance, we have expanded our business in the last few years to include Long

Term toll collection and OMT projects. According to the CRISIL Report, we are a leading player in the OMT

sector on the basis of the number of OMT projects operated and the number of lane kilometers maintained

under OMT projects. We believe that our success ratio is a result of our experience and expertise in the business

and the industry. Further, we believe that our experience of having operated a number of toll collection projects

57

over the last 12 years provides us with significant advantage when tenders for these projects are floated for re-

bidding by the authorities. We have in the past been re-awarded many projects which were operated by us

previously, including, inter alia, the project for collection of toll at Chirle and Karanjade in Maharashtra and

project for collection of toll at the toll plazas on Ahmedabad – Vadodara Expressway in Gujarat. In 2010, we

were awarded the Mumbai Entry Points Project on an OMT basis after having previously undertaken collection

of toll at the five Mumbai Entry Points from December 1, 2002 till November 19, 2010. Further, in 2014, we

were awarded the RGSL Project on an OMT basis after having undertaken collection of toll at the RGSL since

its opening in 2009.

Integrated structure with in-house capabilities to undertake most of the activities related to our projects

including traffic study expertise and revenue forecasting capabilities

We undertake most of the activities related to our toll collection as well as OMT projects in-house, including

tendering for the project, conducting traffic survey, forecasting revenue, achieving financial closure and

collection of toll. This helps us in reducing our reliance on sub-contractors and third parties and decreases our

costs. We, however, use sub-contractors from time to time for the maintenance activities part of our OMT

projects.

Our in-house business development team prepares tendering documents for all our bids. Our ability to tender

appropriately for our projects depends significantly on the assessment of the future traffic patterns and the

amount of toll to be collected. We have developed an in-house traffic survey team, which has dual

responsibility of conducting pre-bidding traffic surveys as well as monitoring loss in revenue on account of non-

paying vehicles for ongoing projects. As of August 31, 2014, we had 29 members in our traffic survey team.

Our traffic survey team has conducted surveys on national highways, state highways, expressways, bypasses

and bridges in various states in India. Our traffic survey team is headed by Dinesh Padalkar who has an

experience of over 14 years in conducting and supervising traffic surveys. Projections of revenue are based on

factors such as trends in traffic counts, terms and conditions of request for proposal, fee notification and

amendments, survey data and historical information, if available. The final revenue model is thereafter

discussed and finalized by the senior management for the purpose of bidding. We believe our in-house traffic

study and revenue forecasting capacity and expertise strengthens our ability to evaluate new projects and tender

effectively for toll collection and OMT contracts.

Further, for our OMT projects, we undertake engineering study which includes carrying out road condition and

inventory survey of the project roads, identifying portions subject to frequent damage, inspection of major and

minor structures on the project roads which involve maintenance requirements and preparation of maintenance

expenditure. The engineering study is undertaken by our in-house experts with the help of third party

engineering consultancy service providers who are engaged primarily for the purpose of undertaking studies

regarding road condition, inspection of structures and preparing maintenance expenditure.

Our finance and operations team co-ordinates activities relating to achieving financial closure for each project

including by way of obtaining fund based as well as non-fund based loan facilities from banks/financial

institutions.

We have a mix of own employees as well as individuals on contract basis to enable us to undertake our tolling

operations. As of August 31, 2014, we had 3,518 employees engaged as toll operational staff, to carry out

various functions relating to toll collection and had 1,132 individuals on contract basis for providing non-toll

collection related services such as security at different toll plazas. We believe that our integrated structure

enables us to bid for our projects efficiently and to complete the projects on a profitable basis.

Use of advanced technology for toll collection

We make use of advanced technology for collection of toll which helps in improving our operational efficiency

and ensuring transparency in the process of toll collection.

As part of the prepaid mode of toll collection, we use smart cards as well as RFID technology based tags that

are mounted on the windshield. These enable faster traffic clearance at the toll plazas. The RFID technology

58

based ETC system senses the tag mounted on the windshield of the user’s vehicle and deducts the toll fee from

the prepaid amount as per the toll fee notification of the project. We have implemented an RFID technology

based ETC system at the RGSL toll plaza in Mumbai, the Vidyasagar Setu Project and at four toll plazas

forming part of the Mumbai Entry Points Project. We are in the process of implementing the same at the

remaining one toll plaza of the Mumbai Entry Points Project. We also have the smart card based ETC system

which enables the users to make payments through prepaid smart cards at some of our projects including, the

Mumbai Entry Points Project, Chennai Bypass Project, Hyderabad-Bangalore Project, Madurai-Kanyakumari

Project, RGSL Project, the Dankuni toll plaza in West Bengal and the Kalyan-Shilphata Project. ETC systems

reduce cash management resulting in revenue enhancement as well as improved transparency in the amount of

toll collected. ETC systems also help in reducing the clearing time for vehicles at the toll stations thereby

improving operational efficiency.

Payments at the toll plazas, both electronic as well cash payment, are processed through a semi-automated or a

fully-automated toll collection system, depending on complexity of the project and the infrastructure provided

by the government authority. Both these systems collect and store traffic and payment data, thereby reducing

the need for manual operation. A semi-automated system consists of revenue collection software desktop,

barrier gate, smart cards and monitoring cameras and a fully automated system includes equipments such as

vehicle counting classifier, vehicle audit system, communication channels and traffic control equipment in

addition to all the components of a semi-automated system.

For the purpose of identifying categories of vehicles and to charge an appropriate toll rate, the automatic vehicle

identification based in-road/infrared sensors are also used. We also use weigh-in-motion technology for projects

where weight based toll collection is mandated. Our weight based tolling systems are integrated with the fully

automatic toll collection system for enhanced revenue controls.

We have set up a centralized control room at our Mumbai head office that consolidates cameras at the toll

plazas to enable video based monitoring of the toll operations, throughout the day.

Use of advanced technology in the process of toll collection helps us in reducing our dependence on manpower

and ensures better clearing time at the toll booths and transparency in the toll collection process. For further

details, see “Our Business – Information Technology” on page 175 below.

Business model which does not involve construction or gestation related risks

We follow an asset light business model by focusing on pure toll collection as well as OMT projects on

operational roads constructed by third parties. We acquire the right to collect toll on operational roads pursuant

to contracts entered into with various authorities. We generate our revenue through collection of toll from

commuters, under projects acquired by forecasting the traffic volume based on in-house surveys. We do not

undertake construction of road projects, thereby avoiding risks associated with construction and gestation of

projects. We believe that the asset light nature of our business model enables us to bid for more projects and

expand our business without the risks associated with road construction.

Experienced Promoters and senior management

We have a senior management with extensive experience in the road infrastructure sector. Our Promoter and the

Chairman of our Company, Dattatray P. Mhaiskar has 47 years of experience in construction and infrastructure

industry. Our Promoter and the Vice Chairman and Managing Director of our Company, Jayant D. Mhaiskar

has 17 years of experience in relation to road infrastructure projects. Murzash Manekshana, the Executive

Director of our Company, who also manages our day-to-day operations, has over 21 years of experience in

areas of fund raising, investment management, risk management, strategic planning and business development.

We also benefit from our experienced Key Management Personnel who handle various departments of our

Company and our business. The chief tolling officer of our Company, Uttam Pawar has over 24 years of

experience in the tolling business and our chief operating officers, Subodh Garud and Sameer Apte have 18 and

14 years of experience, respectively, in tolling operations. For further details, see the section “Management” on

page 221.

59

We have faced low attrition in our Key Management Personnel in the last three years.

We leverage the understanding and the experience of our senior management in successfully managing our

operations which has facilitated the growth of our business.

Diversified project portfolio across different states in India, with an increasing mix of Long Term contracts

We have a diverse project portfolio of toll collection as well as OMT projects spanning across nine states in

India, being Andhra Pradesh, Gujarat, Karnataka, Maharashtra, Odisha, Rajasthan, Tamil Nadu, Uttar Pradesh

and West Bengal. Since the commencement of our business in 2002, we have operated toll collection projects

across 12 states in India. The geographic diversity of our project portfolio plays a significant role in developing

our experience and expertise including our ability to evaluate and bid effectively for new projects.

Further, a majority of our OMT projects are located in major cities of India or on the road connecting major

metropolitan cities in India. The Mumbai Entry Points Project, which is our largest OMT project based on

revenue, and the RGSL Project are located in Mumbai. Further, the Chennai Bypass Project is located in

Chennai, the Hyderabad-Bangalore Project is on National Highway No. 7 which connects the cities of

Bangalore and Hyderabad and the Madurai-Kanyakumari Project is on National Highway No. 7 connecting the

cities of Madurai and Kanyakumari.

Our ongoing project portfolio is a combination of Short Term and Long Term projects, with 16 Short Term toll

collection projects, seven Long Term toll collection projects, five OMT projects and one BOT project. All of

our ongoing Long Term projects which involve both toll collection projects as well as OMT projects, have been

awarded to us (or acquired by us) since 2010. Further, for our OMT projects with NHAI, we have non-compete

provisions with respect to roads to be constructed by the NHAI and any other government instrumentality for

the period of the contract. However, these restrictions fall away if the traffic on the road exceeds pre-specified

limits in any year.

We believe that our diverse project portfolio provides us with an advantage in capitalising on new opportunities

available in the sector. Further, diversification helps us in restricting our reliance on any specific region and

strengthens our business by reducing the impact, on our business, of any force majeure event in any particular

region.

Ability to achieve financial closure for projects

As of the date of this Draft Red Herring Prospectus, we have completed 68 projects with an aggregate of 122

toll plazas and 783 lanes. Commercial operation of a project is typically commenced only upon achieving

financial closure and our ability to achieve financial closure for our projects is demonstrated by the number of

projects completed by us over the past years.

We finance the payments to be made to the authorities for our projects by way of fund based as well as non-

fund based loan facilities from banks/financial institutions. Our ability to obtain adequate financing for our

projects provides us with increased availability of funds for our business development and other expansion

activities. We have, in the past, been able to obtain third party debt for our projects in a timely manner. As of

August 31, 2014, we had an outstanding borrowing of ` 32,416.06 on a consolidated basis under various loan

facilities availed from 13 banks/financial institutions. For details of financing arrangements obtained for our

projects, see the section “Financial Indebtedness” on page 430.

Our Strategies

Focus on Long Term Projects and reduce dependency on Short Term Projects

Our portfolio of ongoing projects includes 16 Short Term projects awarded by NHAI, MJPRCL and RIDCOR.

We intend to reduce our dependence on Short Term contracts in the future and focus on Long Term Projects.

Our Mumbai Entry Points Project, which is our first and the largest OMT project on the basis of revenue, was

awarded to us in 2010 and is operational until 2026. Further, in line with this strategy, during Fiscal 2014 we

60

commenced operating (i) three OMT projects awarded to us by NHAI, each with a term of nine years, (ii) one

OMT project awarded to us by MSRDC with a term of 156 weeks; (iii) one Long Term toll collection project

awarded to us by MSRDC, with a term of 156 weeks; (iv) one Long Term toll collection project awarded to us

by HRBC, with a term of five years, and (v) one Long Term toll collection project awarded to us by ITEL, with

a term of three years. For Fiscal 2012, contribution from Short Term Projects and Long Term Projects to our

total revenue was 60.83% and 34.20%, respectively. For Fiscal 2014, contribution from Short Term Projects

and Long Term Projects to our total revenue was 37.52% and 59.07%, respectively.

Long Term contracts provide us with a steady and predictable revenue stream as compared to Short Term

contracts. While we intend to continue to bid for Short Term contracts on an ongoing basis, we believe that

Long Term contracts will be the driving factor for the growth and expansion of our business in the future.

Focus on acquisition of operational roads constructed by third parties

We intend to acquire, on an opportunistic basis, the OMT and/or toll collection rights from third parties for the

roads constructed by them which are fully operationalised with a well established traffic. We intend to acquire

such maintenance and/or toll collection rights either individually or jointly with other parties subject to

availability of projects on terms that are favourable to us. Through such acquisitions, we intend to become a

concessionaire without undertaking construction of such projects. We do not intend to undertake projects

involving substantial construction of roads, thereby avoiding risks and costs associated with construction. We

will continue to bid for various tenders for toll collection and OMT projects invited by government authorities

and private parties.

In addition, we have also recently incorporated a subsidiary, MEP Tormato Private Limited, to provide

specialized OMT services for projects of third parties.

Further develop specialized in-house capabilities in maintenance of road infrastructure

We intend to further develop specialized in-house capabilities in maintenance activities for the road

infrastructure. We believe that such specialized in-house experience in maintenance activities would prove to be

advantageous while bidding for and executing OMT contracts. We have incorporated our Subsidiary, MEP

Highway Solutions Private Limited in November 2012 to focus on maintenance activities for roads, and we

intend to undertake maintenance activities under our OMT projects with NHAI and MSRDC through this

Subsidiary. We believe that further developing specialized in-house capabilities in maintenance activities would

reduce dependence on sub-contractors, thereby avoiding risks and minimizing costs associated with sub-

contracting.

Enhance usage of information technology, to reduce dependence on manpower, improve operational

efficiency and enhance revenue

Operating toll booths has historically been a labour-intensive business, since it involves 24 hour operations,

need for quick vehicle clearance (requiring multiple attendants at each booth) and substantial cash management.

We are exploring options to reduce our dependence on manpower in our tolling operations, specially through

use of technologies at our toll booths such as RFID (at certain toll booths), video/image capturing equipment,

automatic vehicle identification based on in-road/infrared sensors and weigh-in-motion technology where

weight-based toll collection is mandated. For instance, we have implemented the RFID based ETC system at the

toll plaza for the RGSL Project in Mumbai and at four toll plazas forming part of the Mumbai Entry Points

Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai Entry

Points Project. Further, NHAI has recently promoted Indian Highways Management Company Limited

(“IHMCL”) which proposes to establish nationwide RFID based ETC system together with central clearing

house services, under which all toll plazas in India that are under NHAI’s jurisdiction will have dedicated RFID

based ETC lanes under a centralised toll collection system. Pursuant to this project, we are required to establish

RFID based ETC system at the toll plazas forming part of our OMT projects with NHAI. ETC systems reduce

cash management thereby minimising revenue leakage and improving transparency in the amount of toll

61

collected. ETC systems also help in reducing the clearing time for vehicles at the toll stations thereby improving

operational efficiency. We intend to expand the usage of information technology to our toll plazas that are

currently being operated manually to improve operational efficiency and ensure better transparency in the

process of toll collection.

For details, see “– Information Technology” on page 175 below.

62

SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary financial information derived from:

a. The Restated Consolidated Financial Information of our Company, prepared in accordance with Indian

GAAP and the Companies Act, 1956 and restated in accordance with the SEBI Regulations as of and for

the year ended March 31, 2010, 2011, 2012, 2013 and 2014; and

b. The Restated Standalone Financial Information of our Company, prepared in accordance with Indian

GAAP and the Companies Act, 1956 and restated in accordance with the SEBI Regulations as of and for

the years ended March 31, 2010, 2011, 2012, 2013 and 2014.

The Restated Financial Information referred to above are presented under the section “Financial Statements”

on page 256. The summary financial information presented below should be read in conjunction with the

Restated Financial Information, the notes thereto and the sections “Financial Statements” and “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” on pages 256 and 402,

respectively.

Standalone Summary Financial Information of Restated Assets and Liabilities of our Company

(in ` million) Particulars As at

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

Equity & Liabilities

(1) Shareholder's funds

(a) Share capital 1,000.00 1,000.00 1,000.00 112.50 112.50

(b) Reserves and surplus 1,175.05 1,131.98 967.08 786.17 862.23

(2) Non-current liabilities

(a) Long-term borrowing 283.57 722.00 1,261.50 10.71 -

(b) Deferred tax liabilities - - - 0.78 -

(c) Long term provisions 9.67 10.37 7.97 5.52 2.14

(3) Current liabilities

(a) Short-term borrowing 1,063.79 132.95 2,021.13 440.41 1,131.67

(b) Trade payables 299.05 170.92 162.14 59.49 8.40

(c) Other current liabilities 928.49 1,029.78 3,852.92 7,684.66 180.65

(d) Short-term provisions 2.55 2.70 1.77 1.09 0.79

Total 4,762.17 4,200.70 9,274.51 9,101.33 2,298.38

Assets

(4) Non-current assets

(a) Fixed assets 148.77 115.78 96.30 40.26 17.00

(b) Non-current investments 708.75 318.09 287.54 377.34 0.45

(c) Deferred tax assets (net) 9.92 12.18 2.07 - 1.16

(d) Long-term loans and

advances

1,609.87 1,873.82 2,070.83 1,617.74 54.12

(e) Other non-current assets 38.96 47.01 36.17 26.94 -

(5) Current assets

(a) Current investments - - - - 2.00

(b) Trade receivables 232.17 260.83 33.57 269.09 285.22

(c) Cash and bank balances 275.96 291.43 454.81 367.67 203.25

63

Particulars As at

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

(d) Short-term loans and

advances

1,656.18 1,272.27 6,291.62 6,401.39 1,734.28

(e) Other current assets 81.59 9.29 1.60 0.90 0.90

Total 4,762.17 4,200.70 9,274.51 9,101.33 2,298.38

Note:

The above statement should be read with the notes to restated standalone summary Statements of Assets and

Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B and IV C.

Standalone Summary Financial Information of Restated Profit and Loss of our Company

(in ` million) Particulars For the year ended

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

A Income

Revenue from operations

Toll and octroi collection 4,832.55 8,921.43 7,017.01 3,295.68 3,283.13

Other operating revenue 34.15 195.40 214.36 156.50 -

Other income 116.54 15.18 517.16 97.37 8.16

Total 4,983.24 9,132.01 7,748.53 3,549.55 3,291.29

B Expenses

Operating and maintenance

expenses

4,315.93 7,984.67 6,429.91 3,136.63 3,126.64

Employee benefits 178.53 400.99 304.71 132.59 59.55

Depreciation 26.25 17.70 13.23 5.06 4.68

Finance costs 267.91 280.86 539.32 185.48 53.38

Other expenses 127.11 192.73 164.57 78.37 42.11

Total 4,915.73 8,876.95 7,451.74 3,538.13 3,286.36

Restated profit before tax 67.51 255.06 296.79 11.42 4.93

C Tax expense

Current tax 22.18 100.27 118.73 85.55 15.93

Deferred tax charge/(credit) 2.26 (10.11) (2.85) 1.93 0.24

Total tax expense 24.44 90.16 115.88 87.48 16.17

Restated profit / (loss) for

the years (A - B - C)

43.07 164.90 180.91 (76.06) (11.24)

Note:

The above statement should be read with the notes to restated standalone summary of Statements of Assets and

Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B and IV C.

Standalone Summary Financial Information of Restated Cash Flows of our Company

(in ` million)

Particulars For the year ended

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

A. Cash flows from operating

activities

Profit before taxation (as restated) 67.51 255.06 296.79 11.42 4.93

Non cash adjustments to

64

Particulars For the year ended

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

reconcile profit before tax to net

cash flows

Depreciation 26.25 17.70 13.23 5.06 4.68

Interest income (114.31) (13.25) (516.74) (96.69) (8.14)

Dividend income (0.02) - - (0.68) -

Loss on fixed assets written off 3.05 1.08 0.96 - -

Provision for wealth tax 0.28 0.03 0.12 0.10 0.11

Profit on sale of mutual fund - - (0.28) - -

Finance cost 267.91 280.86 539.32 185.48 53.38

Provisions no longer required

written back

(1.64) - - - -

Operating profit before working

capital changes (as restated)

249.03 541.48 333.40 104.69 54.96

Adjustments for movements in

working capital

(Increase)/ Decrease in loans and

advances

(267.90) 5,165.33 (382.24) (6,932.07) (907.73)

(Increase)/ Decrease in trade

receivables

28.66 (227.26) 239.81 15.65 (230.83)

Increase/ (Decrease) in trade

payables

128.68 (51.20) 212.64 794.53 (41.55)

Increase/ (Decrease) in provisions (1.47) 3.29 3.02 3.57 0.46

Increase/ (Decrease) in other

current liabilities

(13.30) (2,919.95) (2,739.99) 2,787.37 10.40

Cash flows from operations 123.70 2,511.69 (2,333.36) (3,226.26) (1,114.29)

Income taxes paid (net of refunds) (32.96) (98.18) (118.68) (130.45) (85.27)

Net cash generated from /(used

in) operating activities (A)

90.74 2,413.51 (2,452.04) (3,356.71) (1,199.56)

B. Cash flows from investing

actvities

Purchase of tangible fixed assets (70.18) (39.39) (73.96) (28.31) (2.45)

Proceeds from sale of fixed assets 7.86 - 3.70 - -

Proceeds from sale of investments 30.00 - 1,500.28 2.00 132.82

Purchase of investments - - (1,500.00) - -

Purchase of fixed deposits (265.39) (150.30) (138.35) (506.83) (79.73)

Redemption / maturity of fixed

deposits

296.77 93.14 198.25 437.31 60.00

Investment in subsidiaries and

enterprises over which significant

influence is exercised by key

managerial personnel

(262.00) (30.54) - (376.88) (0.08)

Sale of investment in subsidiaries

and enterprises over which

significant influence is exercised by

key managerial personnel

- - 89.80 - -

Dividend received on mutual fund 0.02 - - 0.68 -

Interest received 41.91 9.06 510.57 96.69 7.52

Net cash (used in) / generated

from investing activities (B)

(221.01) (118.03) 590.29 (375.34) 118.08

C. Cash flows from financing

activities

Proceeds from issue of shares - - 887.50 - -

Proceeds from borrowings 1,496.83 1,152.77 7,759.75 4,853.52 1,191.60

Repayment of borrowings (1,104.64) (3,382.29) (6,045.83) (851.61) -

Finance cost paid (254.17) (272.15) (588.77) (148.91) (40.32)

65

Particulars For the year ended

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

Net cash (used in)/generated

from financing activities ( C)

138.02 (2,501.67) 2,012.65 3,853.00 1,151.28

Net (decrease) / increase in cash

and cash equivalents ( A + B + C

)

7.75 (206.19) 150.90 120.95 69.80

Cash and cash equivalents,

beginning of the year

180.26 386.45 235.55 114.60 44.80

Total Cash and cash equivalents,

end of the year

188.01 180.26 386.45 235.55 114.60

Notes:

1)

Components of cash and cash

equivalents

For the year ended

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

Cash on hand 124.78 119.93 257.21 136.58 103.78

Balance with banks

- Current accounts 61.05 60.33 129.24 98.97 10.82

-in bank accounts 2.18 - - - -

Total 188.01 180.26 386.45 235.55 114.60

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

3) The Cash Flow Statements has been prepared under the indirect method as set out in Accounting Standard

- 3 ('AS-3') on cash flow statements prescribed in Companies (Accounting Standard) Rules, 2006

66

Consolidated Summary Financial Information of Restated Assets and Liabilities of our Company

(in ` million) Particulars As at

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

Equity & Liabilities

(1) Shareholder's funds

(a) Share capital 1,000.00 1,000.00 1,000.00 112.50 112.50

(b) Reserves and surplus (1,821.22) (1,167.96) (543.14) 7.93 860.76

(2) Share application money - 453.38 453.38 - -

(3) Minority Interest 8.59 0.01 0.01 53.71 -

(4) Non-current liabilities

(a) Long-term borrowings 28,662.62 29,128.01 29,863.62 26,422.39 -

(b) Deferred tax liabilities - - - 49.34 -

(c) Long-term provisions 14.57 11.50 8.57 5.52 2.14

(d) Other long-term liabilities 1,566.00 1.83 - - -

(5) Current liabilities

(a) Short-term borrowings 1,386.78 388.42 448.79 1,260.92 1,131.67

(b) Trade payables 1,464.99 222.07 241.07 93.31 8.40

(c) Other current liabilities 3,115.41 2,842.91 1,675.02 5,487.75 180.65

(d) Short-term provisions 3.41 2.72 1.78 1.09 0.79

Total 35,401.15 32,882.89 33,149.10 33,494.46 2,296.91

Assets

(6) Non-current assets

(a) Fixed assets 23,751.39 21,512.20 22,073.55 22,543.31 16.99

(b) Non-current investments 6.27 30.42 0.37 940.37 0.37

(c) Deferred tax assets (net) 755.99 490.75 122.60 - 1.15

(d) Long-term loans and advances 7,520.39 7,027.34 2,660.14 2,135.31 52.65

(e) Other non-current assets 219.46 263.47 753.08 755.54 -

(7) Current assets

(a) Current investments 0.01 0.01 27.79 3.57 2.00

(b) Trade receivables 287.47 384.02 44.87 284.97 285.22

(c) Cash and bank balances 1,622.62 1,538.95 823.82 607.82 203.34

(d) Short-term loans and advances 916.94 1,578.92 6,519.20 6,205.60 1,734.29

(e) Other current assets 320.61 56.81 123.68 17.97 0.90

Total 35,401.15 32,882.89 33,149.10 33,494.46 2,296.91

Note

The above statement should be read with the notes on adjustments for restated consolidated summary

Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies as

appearing in Annexure IV A, IV B & IV C.

67

Consolidated Summary Financial Information of Restated Profit and Loss of our Company

(in ` million) Particulars For the years ended

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

A Income

Revenue from operations 11,979.05 12,800.27 10,801.12 4,493.82 3,283.13

Other income 422.29 220.38 564.90 141.98 8.16

Total revenue 12,401.34 13,020.65 11,366.02 4,635.80 3,291.29

B Expenses

Operating and maintenance

expenses

8,015.33 8,332.87 6,678.96 3,214.87 3,126.64

Employee benefits 498.58 525.21 412.87 153.81 59.56

Depreciation, amortisation and

impairment

1,264.30 989.66 946.87 386.62 4.68

Finance costs 3,797.08 3,765.04 3,765.88 1,298.62 53.36

Other expenses 257.80 293.66 219.39 351.41 42.14

Total expenses 13,833.09 13,906.43 12,023.97 5,405.33 3,286.38

Restated (loss) / profit before tax (1,431.75) (885.79) (657.95) (769.53) 4.91

Tax expense

Current tax 30.13 107.27 118.73 85.99 17.40

Deferred tax (credit)/charge (265.24) (368.18) (171.92) 50.08 0.24

Restated (loss)/profit before

minority interest

(1,196.64) (624.88) (604.77) (905.60) (12.73)

(Profit)/loss attributable to Minority

Shareholders

(8.53) 0.06 53.70 52.77 0.02

Pre-acquisition profit/loss

adjustment

29.81 - - - -

Restated loss for the year (1,175.36) (624.82) (551.07) (852.83) (12.71)

Note

The above statement should be read with the notes on adjustments for restated consolidated summary

Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies as

appearing in Annexure IV A, IV B & IV C.

68

Consolidated Summary Financial Information of Restated Cash Flows of our Company

(in ` million)

Particulars For the year ended

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

A. Cash flows from operating activities

Restated (loss)/ profit before tax (1,431.75) (885.79) (657.95) (769.53) 4.91

Non cash adjustments to reconcile

profit before tax to net cash flows

Depreciation, amortisation and

impairment

1,264.30 989.66 946.87 386.62 4.68

Interest income (247.70) (205.96) (563.10) (140.94) (8.14)

Loss on fixed assets written off 3.05 1.08 0.96 - -

Provision for wealth tax 0.28 0.04 0.12 0.10 0.11

Profit on sale of mutual fund (0.02) (0.26) (1.22) - -

Finance cost 3,797.08 3,765.04 3,765.88 1,298.62 53.36

Dividend income (0.10) (0.86) (0.43) (0.97) -

Preliminary expenses written off - 0.04 2.32 0.46 -

Provisions no longer required written

back

(1.67) - - - -

Write back of sundry creditors - (0.10) - - -

Operating profit before working

capital changes

3,383.47 3,662.89 3,493.45 774.36 54.92

Adjustments for movements in

working capital

(Increase)/ Decrease in loans and

advances

10.13 415.94 (824.76) (6,346.45) (882.50)

(Increase)/ Decrease in trade receivables 96.55 (339.15) 240.10 6.69 (230.51)

Increase/ (Decrease) in trade payables 1,246.49 40.49 147.63 36.23 (66.80)

Increase/ (Decrease) in provisions 6.61 3.84 3.61 3.57 0.46

Increase/ (Decrease) in other current

liabilities

142.47 528.26 129.57 214.73 10.40

(Increase)/ Decrease in other current

assets

(103.94) - 4.73 1.82 -

Cash flows from operations 4,781.78 4,312.27 3,194.33 (5,309.05) (1,114.03)

Income taxes (paid)/refunded

(86.09) 0.89 (132.23) (241.69) (85.27)

Net cash generated from /(used in)

operating activities (A)

4,695.69 4,313.16 3,062.10 (5,550.74) (1,199.30)

B. Cash flows from investing activities

Purchase of fixed assets (160.13) (430.55) (481.75) (36.99) (2.45)

Proceeds from sale of fixed assets 1.60 - 3.70 - -

Purchase of intangible assets (567.03) - - (22,808.54) -

Purchase of non-current investments (106.05) (0.05) - (940.00) -

Sale of non-current investments 30.00 - 940.00 - -

Purchase of current investments - - - (3.57) -

Purchase of mutual funds - (549.50) (2,379.62) - -

Proceeds from sale of mutual funds 101.22 577.55 2,356.61 2.00 -

Purchase of fixed deposits (1,151.50) (543.21) (327.65) (1,324.43) (80.01)

Redemption / maturity of fixed deposits 1,302.67 315.64 248.25 437.31 60.00

Proceeds from investment in enterprises

over which significant influence is

exercised by key managerial personnel

- - - - 132.82

Investment in enterprises over which

significant influence is exercised by key

managerial personnel

(1.00) (30.00) - (11.52) -

Dividend received on mutual fund/shares 0.10 0.86 0.43 0.97 -

69

Particulars For the year ended

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

Interest received 71.85 273.79 460.30 111.98 7.52

Net cash generated from /(used in)

investing activities (B)

(478.27) (385.47) 820.27 (24,572.79) 117.88

C. Cash flows from financing activities

Share application money received/(paid) (1,244.36) - 453.38 - -

Proceeds from issue of shares - 0.06 887.50 50.64 0.02

Proceeds from borrowings 3,838.07 7,570.84 11,719.65 32,872.53 1,191.60

Repayment of borrowings (3,054.26) (8,183.80) (12,971.20) (1,406.82) -

Preliminary / share issue expenses paid - (0.04) (7.05) (4.10) -

Finance cost paid (3,504.49) (3,315.82) (3,827.52) (1,128.31) (40.31)

Net cash generated from/(used in)

financing activities ( C)

(3,965.04) (3,928.76) (3,745.24) 30,383.94 1,151.31

Net (decrease)/increase in cash and

cash equivalents ( A + B + C )

252.38 (1.08) 137.13 260.41 69.89

Cash and cash equivalents at the

beginning of the year

511.75 512.83 375.70 114.69 44.80

Cash and cash equivalents acquired

during purchase of subsidiaries

- - - 0.60 -

Total cash and cash equivalents at the

end of the year

764.13 511.75 512.83 375.70 114.69

Notes

Components of cash and cash

equivalents

For the year ended

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

March 31,

2010

Cash on hand 446.89 418.53 357.28 157.69 103.87

Balance with banks

- Current accounts 315.06 93.22 155.55 218.01 10.82

Deposits with banks (with original

maturity of 3 months or less)

2.18 - - - -

Total 764.13 511.75 512.83 375.70 114.69

1) The above statement should be read with the notes on adjustments for restated consolidated summary

Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies

as appearing in Annexure IV A, IV B & IV C.

2) The cash flow statements has been prepared under the indirect method as set out in Accounting Standard -

3 ('AS-3') on cash flow statements prescribed in Companies (Accounting Standard) Rules, 2006.

70

THE ISSUE

The following table summarizes the Issue details:

Issue [●] Equity Shares aggregating up to ` 3,600 million

Of which

A) QIB Portion(1)(2) At least [●] Equity Shares

Of which

Anchor Investor Portion [●] Equity Shares

Balance available for allocation to QIBs

other than Anchor Investors (assuming

Anchor Investor Portion is fully

subscribed)

[●] Equity Shares

Of which:

Available for allocation to Mutual Funds

only (5% of the QIB Portion (excluding

the Anchor Investor Portion))

[●] Equity Shares

Balance of QIB Portion for all QIBs

including Mutual Funds

[●] Equity Shares

B) Non-Institutional Portion(2)

Not more than [●] Equity Shares

C) Retail Portion(2)

Not more than [●] Equity Shares

Pre and post Issue Equity Shares(3)

Equity Shares outstanding prior to the

Issue 111,494,250 Equity Shares

Equity Shares outstanding after the Issue [●] Equity Shares

Use of Issue Proceeds by our Company See the section “Objects of the Issue” on page 94 for

information about the use of the proceeds from the Issue.

Allocation to investors in all categories, except the Retail Portion and the Anchor Investor Portion, if any, shall

be made on a proportionate basis.

(1) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary

basis. One-third of the Anchor Investor Portion shall be reserved for allocation to domestic Mutual Funds, subject to valid Bids

being received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors. For further details, see the section “Issue Procedure” on page 498.

(2) Under-subscription, if any, in any category, except in the QIB category, would be allowed to be met with spill over from any other category or combination of categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock

Exchange. At least 75% of the Issue shall be Allotted to QIBs, and in the event that at least 75% of the Issue cannot be Allotted to QIBs, the entire application money shall be refunded forthwith.

(3) Our Company may, in consultation with the BRLMs, issue and allot up to 12.40 million Equity Shares for an amount not exceeding ` 990 million through a private placement to one or more persons prior to filing of the Red Herring Prospectus with RoC at a price as

the Board may determine in accordance with the Companies Act, the SEBI Regulations and other applicable laws. (“Private

Placement”).

71

GENERAL INFORMATION

Our Company was incorporated as MEP Toll Road Private Limited on August 8, 2002, at Mumbai, Maharashtra

as a private limited company under the Companies Act, 1956. The name of our Company was changed from

MEP Toll Road Private Limited to MEP Infrastructure Developers Private Limited on November 28, 2011. Our

Company was converted into public limited company pursuant to approval of the shareholders in an EGM held

on August 19, 2014 and consequently the name of our Company was changed to MEP Infrastructure

Developers Limited and a fresh certificate of incorporation consequent upon conversion to public limited

company was granted on September 8, 2014. For details of changes in the name and registered office of our

Company, see the section “History and Certain Corporate Matters” on page 209.

Registered Office and Corporate Office of our Company

A 412, boomerang

Chandivali Farm Road

Near Chandivali Studio

Andheri (East)

Mumbai 400 072

Tel: (91 22) 6120 4800

Fax: (91 22) 6120 4804

Corporate identity number: U45200MH2002PLC136779

Registration Number: 136779

Email: cs@mepinfra.com

Website: www.mepinfra.com

Address of the RoC

Our Company is registered with the Registrar of Companies, Maharashtra, situated at the following address:

The Registrar of Companies, Maharashtra

100, Everest

Marine Drive

Mumbai 400 002

Board of Directors

The Board of our Company comprises the following:

Name Designation DIN Address

Dattatray P.

Mhaiskar

Chairman, Non–Independent and

Non–Executive Director

00309942 Manisha Safalya, M. G. Road,

Vishnu Nagar, Dombivali (West),

District Thane 421 202

Jayant D. Mhaiskar Vice Chairman and Managing

Director

00716351 IRB Complex, Chandivali Farm,

Chandivali Village, Andheri East,

Mumbai 400 072

Anuya J. Mhaiskar Non–Independent and Non–

Executive Director

00707650 IRB Complex, Chandivali Farm,

Chandivali Village, Andheri East,

Mumbai 400 072

Murzash

Manekshana

Executive Director 00207311 301, Odyssey II, Hiranandani

Gardens, Powai, Mumbai 400 076

Deepak Chitnis Independent Director 01077724 402, Jagannath, Subhash Cross

Road, M.V. Pandaloskar Marg, Vile

Parle (East), Mumbai 400 057

Khimji Pandav Independent Director 01070944 House 7, Park View Co-op Housing

Society, Park Avenue, Sector 17,

Nerul Navi Mumbai 400 706

72

Name Designation DIN Address

Vijay Agarwal Independent Director 00058548 301, S.S. Sadan, New Jyoti Wing,

Gulmohar Cross Road No.6, JVPD

Scheme, Mumbai 400 049

Preeti Trivedi Independent Director 00179479 3-A, Nirmal Building, Gulmohar

Cross Road No. 5, J.V.P.D. Scheme,

Juhu, Mumbai 400 049

For further details of the Directors, see the section “Management” on page 221.

Company Secretary and Compliance Officer

Shridhar Phadke A 412, boomerang

Chandivali Farm Road

Near Chandivali Studio

Andheri (East)

Mumbai 400 072

Tel: (91 22) 6120 4800

Fax: (91 22) 6620 4804

Email: cs@mepinfra.com

Website: www.mepinfra.com

Investors can contact the Compliance Officer, the Book Running Lead Managers or the Registrar to the

Issue in case of any pre-Issue or post-Issue related problems, such as non-receipt of letters of Allotment,

credit of Allotted Equity Shares in the respective beneficiary account and refund orders.

Chief Financial Officer

M. Sankaranarayanan

A 412, boomerang

Chandivali Farm Road

Near Chandivali Studio

Andheri (East)

Mumbai 400 072

Tel: (91 22) 6120 4800

Fax: (91 22) 6620 4804

Email: cfo@mepinfra.com

Website: www.mepinfra.com

Investors may contact the BRLMs for any complaint pertaining to the Issue. All grievances relating to the Issue

may be addressed to the Registrar to the Issue, giving full details such as name, address of the applicant, number

of Equity Shares applied for, amount paid on application and the bank branch or collection centre where the

application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the

relevant SCSB and the Syndicate Members at the Specified Locations with whom the Bid cum Application

Form was submitted. In addition to the information indicated above, the ASBA Bidder should also specify the

Designated Branch or the collection centre of the SCSB or the address of the centre of the Syndicate Member at

the Specified Locations where the Bid cum Application Form was submitted by the ASBA Bidder.

Further, with respect to the Bid cum Application Forms submitted with the Registered Brokers, the investor

shall also enclose the acknowledgment from the Registered Broker in addition to the documents/information

mentioned hereinabove.

73

Book Running Lead Managers

IDFC Securities Limited

Naman Chambers

C-32, G Block

Bandra Kurla Complex

Bandra (East), Mumbai 400 051

Tel : (91 22) 6622 2500

Fax : (91 22) 6622 2501

Email : mep.ipo@idfc.com

Investor Grievance

Email: investorgrievance@idfc.com

Website: www.idfccapital.com

Contact Person: Akshay Bhandari

SEBI Registration No.: MB/INM000011336

Inga Capital Private Limited

Naman Midtown, ‘A’ Wing, 21st Floor

Kakasaheb Gadgil Marg

Near India Bulls Finance Centre

Elphinstone Road

Mumbai 400 012

Tel: (91 22) 4031 3489

Fax: (91 22) 2498 2956

Email: mep.ipo@ingacapital.com

Investor Grievance Email: investors@ingacapital.com

Website: www.ingacapital.com

Contact Person: Kunal Thakkar / Gauarav Mittal

SEBI Registration Number: INM000010924

IDBI Capital Market Services Limited

3rd

Floor, Mafatlal Centre

Nariman Point

Mumbai 400 021

Tel: (91 22) 4322 1212

Fax: (91 22) 2285 0785

Email: mep.ipo@idbicapital.com

Investor Grievance Email:

redressal@idbicapital.com

Website: www.idbicapital.com

Contact Person: Sumit Singh/ Gaurav Kumar

SEBI Registration Number: INM000010866

Syndicate Members

[●]

Legal Counsel to our Company as to Indian law

Amarchand & Mangaldas & Suresh A. Shroff & Co.

Peninsula Chambers

Peninsula Corporate Park

Ganpatrao Kadam Marg, Lower Parel

Mumbai 400 013

Tel: (91 22) 2496 4455

Fax: (91 22) 2496 3666

Legal Counsel to the Underwriters as to Indian law

Luthra & Luthra Law Offices

Indiabulls Finance Center

Tower 2 Unit A2, 20th Floor

Elphinstone Road, Senapati Bapat Marg

Mumbai 400 013

Tel: (91 22) 6630 3600

Fax: (91 22) 6630 3700

9th

floor, Ashoka Estate

Barakhamba Road

New Delhi 110 001

Tel:(91 11) 4121 5100

Fax: (91 11) 2372 3909

74

Joint Statutory Auditors to our Company

B S R and Co., Chartered Accountants*

5th

Floor, Lodha Excelus

Apollo Mills Compound

N.M. Joshi Marg, Mahalaxmi

Mumbai 400 011

Tel: (91 22) 3989 6000

Fax: (91 22) 3090 1550

Email: vijaymathur@bsraffiliates.com

Firm Registration No.: 128510W

*Peer review certificate of B S R and Co. dated

June 2, 2013 is valid for a period of three years

Parikh Joshi & Kothare, Chartered Accountants **

49/2341, MHB Colony

Gandhi Nagar

Bandra (East)

Mumbai 400 051

Tel: (91 22) 2645 1439

Fax: (91 22) 4348 4241

Email: pjkbandra@yahoo.co.in

Firm Registration No.: 107547W

**Peer review certificate of Parikh Joshi & Kothare

dated July 20, 2010 was valid for a period of four years.

Parikh Joshi & Kothare is subject to an ongoing peer

review process by the peer review board of the ICAI.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received consent from the Joint Statutory Auditors to include their respective names as an

expert under Section 26 of the Companies Act, 2013 in this Draft Red Herring Prospectus in relation to their

reports dated September 19, 2014 on the Restated Financial Information, the Restated Financial Information and

the statement of tax benefits dated September 15, 2014. Such consent has not been withdrawn as of the date of

this Draft Red Herring Prospectus.

Registrar to the Issue

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound L.B.S. Marg

Bhandup (West)

Mumbai - 400078

Maharashtra, India

Tel: (91 22) 6171 5400

Fax: (91 22) 2596 0329

E-mail: mep.ipo@linkintime.co.in

Website: www.linkintime.co.in

Contact Person: Sachin Achar

SEBI Registration No.: INR000004058

Bankers to the Issue and Escrow Collection Banks

[●]

Refund Bank

[●]

Self Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the

website of SEBI at http://www.sebi.gov.in. For details of the Designated Branches of the SCSBs which shall

collect Bid cum Application Forms, please refer to the above-mentioned link.

75

Bankers to our Company

Bank of India

Mumbai Large Corporate Branch

Oriental Building, Ground Floor

364, D. N. Road, Fort

Mumbai 400 001

Tel: (91 22) 6187 0401 / 6187 0402 / 6187 0410

Fax: (91 22) 2288 4474

Email: Mumbai.Lcbb@bankofindia.co.in

Website: www.bankofindia.co.in

Contact Person: S. Ramani

Canara Bank

Specialised Prime Corporate Branch

20th

floor, Maker Tower “F”

85 Cuffe Parade

Mumbai 400 005

Tel: (91 22) 2215 6011

Fax: (91 22) 2215 6021

Email: cb2630@canarabank.com

Website: www.canarabank.com

Contact Person: S. Srimathy

Dombivli Nagari Sahakari Bank Limited

Amar Matru Shakti Co-operative Housing Society

Mahatma Gandhi Road, Vishnu Nagar Branch

Dombivli (West) 421 202

Tel: (91 0251) 2483 654 / 2489 598

Mobile: 09870599673

Fax: (91 0251) 2489 598

Email: vishnunagar@dnsb.co.in

Website: www.dnsbank.in

Contact Person: R. Vedamurthi

The Kalyan Janata Sahakari Bank Limited

“Niharika”

Near Ice Factory

Opposite Railway Station

Kalyan (West) 421 301

Tel: (91 251) 2316 641 / 2315 995

Fax: (91 251) 2311 615 / 2310 183

Email: muchavan@kalyanjanata.in

Website: www.kalyanjanata.in

Contact Person: Manisha U. Chavan

IDBI Bank

IDBI Tower

WTC Complex

Cuffe Parade

Mumbai 400 005

Tel: (91 22) 6655 3473

Fax: (91 22) 2218 4699

Email: vinod.kumar@idbi.co.in

Website: www.idbi.com

Contact Person: Vinod Kumar

Allahabad Bank Industrial Finance Branch

Allahabad Bank Building

2nd

Floor, 37, Mumbai Samachar Marg

Fort, Mumbai 400 023

Tel: (91 22) 2270 2747 / 46 / 45

Fax: (91 22) 2270 2735 / 33

Email: br.mumifb@allahabadbank.in

Website: www.allahabadbank.in

Contact Person: Jitendra Onkar

Monitoring Agency

There is no requirement to appoint a monitoring agency for the Issue, as the Issue is for an amount less than `

5,000 million.

Responsibilities of the BRLMs

The following table sets forth the inter-se allocation of responsibilities of various activities among the BRLMs

for in this Issue:

Sr.

No.

Activity Responsibility Co-ordinator

1. Capital structuring, positioning strategy and due diligence of the

Company including its operations/ management/business

plans/legal etc.

IDFC Securities,

Inga, IDBI

Capital

IDFC Securities

2. Drafting and designing of the Draft Red Herring Prospectus

including a memorandum containing salient features of the

Prospectus. The BRLMs shall ensure compliance with stipulated

requirements and completion of prescribed formalities with

Stock Exchanges, SEBI including finalization of the Prospectus

IDFC Securities,

Inga, IDBI

Capital

IDFC Securities

76

Sr.

No.

Activity Responsibility Co-ordinator

3. Drafting and approval of all statutory advertisements IDFC Securities,

Inga, IDBI

Capital

IDFC Securities

4. Drafting and approving of all publicity material other than

statutory advertisements as mentioned above, including corporate

advertisements, brochures etc.

IDFC Securities,

Inga, IDBI

Capital

IDBI Capital

5. Appointment of advertising agency and Bankers to the Issue and

coordinating their respective Agreements

IDFC Securities,

Inga, IDBI

Capital

Inga

6. Appointment of Registrar to the Issue, Printers, Grading and

Monitoring Agency; International Legal Counsel, etc if

applicable and coordinating their respective Agreements

IDFC Securities,

Inga, IDBI

Capital

Inga

7. International institutional marketing strategy, including

finalising the list and allocation of investors for one to

one meetings,

finalizing the International road show schedule and

investor meeting schedules,

preparation of road show presentation and FAQs.

IDFC Securities,

Inga, IDBI

Capital

IDFC Securities

8. Domestic institutional marketing strategy including,

finalization of the list and division of investors for one

to one meetings,

institutional allocation

finalizing the list and division of investors for one to

one meetings, and finalizing investor meeting

schedules.

IDFC

Securities, Inga,

IDBI Capital

Inga

9. Retail and Non-institutional marketing which will cover,

inter alia,

formulating marketing strategies,

preparation of publicity budget,

finalizing media and public relations strategy,

finalizing centre for holding conferences for press and

brokers,

distribution of publicity and Issue material

deciding on the quantum of Issue material including

forms, the Prospectus and, and finalizing collection

centres.

IDFC Securities,

Inga, IDBI

Capital

Inga

10. Finalization of pricing in consultation with the Company and

managing the book.

IDFC Securities,

Inga, IDBI

Capital

IDFC Securities

11. Co-ordination with Stock Exchanges for Book Building

software, bidding terminals and mock trading.

IDFC Securities,

Inga, IDBI

Capital

IDBI Capital

12. The post Bidding & post Issue activities, including management

of escrow accounts, co-ordination of non-institutional allocation

(including Anchor Investor Portion), intimation of allocation and

dispatch of refunds to Bidders etc. The post Issue activities for

the Issue involving essential follow up steps, which include

follow-up with bankers to the Issue and Self Certified Syndicate

Banks to get quick estimates of collection and advising the

Company about the closure of the Issue, based on correct figures,

finalisation of the basis of allotment or weeding out of multiple

applications, listing of instruments, the finalization of trading and

dealing of instruments and demat delivery of Equity Shares, with

IDFC Securities,

Inga, IDBI

Capital

IDBI Capital

77

Sr.

No.

Activity Responsibility Co-ordinator

the various agencies connected with the work such as the

Registrar to the Issue, Escrow Collection Banks and the bank(s)

handling refund business. The merchant banker shall be

responsible for ensuring that these agencies fulfil their functions

and enable it to discharge this responsibility through suitable

agreements with the Company.

13. Filing of FC-GPR / RBI reporting’s IDBI Capital

Credit Rating

As this is an Issue of Equity Shares, there is no credit rating for this Issue.

Trustees

As this is an Issue of Equity Shares, the appointment of trustees is not required.

Appraising Entity

None of the objects of the Issue for which the Net Proceeds will be utilized have been appraised.

Registered Brokers

In terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, Bidders can submit Bid cum

Application Forms using the stock broker network of the Stock Exchanges, i.e., through Registered Brokers at

the Broker Centres.

The list of the Registered Brokers, including details such as postal address, telephone number and e-mail

address, is provided on the websites of the BSE and the NSE at

http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and

http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively.

Book Building Process

In terms of Rule 19(2)(b)(i) of the SCRR, this is an Issue for at least 25% of the post-Issue paid-up equity share

capital of our Company. The book building, in the context of the Issue, refers to the process of collection of

Bids on the basis of the Red Herring Prospectus within the Price Band, which will be decided by our Company,

in consultation with the BRLMs, and advertised at least five Working Days prior to the Bid/Issue Opening Date.

The Issue Price is finalised after the Bid/Issue Closing Date. The principal parties involved in the Book

Building Process are:

our Company;

the BRLMs;

the Syndicate Members ;

the SCSBs;

the Registrar to the Issue;

the Registered Brokers; and

the Escrow Collection Banks.

The Issue is being made through the Book Building Process wherein at least 75% of the Issue shall be Allotted

on a proportionate basis to QIB Bidders, provided that our Company may allocate up to 60% of the QIB Portion

to Anchor Investors on a discretionary basis. 5% of the QIB Portion (excluding the Anchor Investor Portion)

shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB

Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor

78

Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not

more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional

Bidders and not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders in

accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price. Under-

subscription if any, in any category, except in the QIB category, would be allowed to be met with spill over

from any other category or a combination of categories at the discretion of our Company, in consultation with

BRLMs and the Designated Stock Exchange. Provided that at least 75% of the Issue shall be Allotted to QIBs

and in the event at least 75% of the Issue cannot be Allotted to QIBs, the entire application money shall be

refunded forthwith.

QIBs (excluding Anchor Investors) and Non-Institutional Bidders can participate in the Issue only

through the ASBA process and Retail Individual Bidders have the option to participate through the

ASBA process. Anchor Investors are not permitted to participate through the ASBA process.

In accordance with the SEBI Regulations, QIBs and Non-Institutional Bidders are not allowed to

withdraw or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at

any stage. Retail Individual Bidders can revise their Bids during the Bid/Issue Period and withdraw their

Bids until finalisation of the Basis of Allotment. Further, Anchor Investors cannot withdraw their Bids

after the Anchor Investor Bid/ Issue Period. For further details, see the section “Issue Procedure” on

page 498.

Our Company will comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this

Issue. In this regard, our Company has appointed the BRLMs to manage the Issue and procure subscriptions to

the Issue.

The process of Book Building under the SEBI Regulations is subject to change from time to time and the

investors are advised to make their own judgment about investment through this process prior to making

a Bid or application in the Issue.

Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely

for illustrative purposes and is not specific to the Issue; it also excludes bidding by Anchor Investors or under

the ASBA process.)

Bidders can bid at any price within the price band. For instance, assume a price band of ` 20.00 to ` 24.00 per

share, issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the

table below. A graphical representation of the consolidated demand and price would be made available at the

bidding centres during the bidding period. The illustrative book below shows the demand for the shares of the

issuer company at various prices and is collated from bids received from various investors.

Bid Quantity Bid Amount (`) Cumulative Quantity Subscription

500 24.00 500 16.67%

1,000 23.00 1,500 50.00%

1,500 22.00 3,000 100.00%

2,000 21.00 5,000 166.67%

2,500 20.00 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to

issue the desired number of shares is the price at which the book cuts off, i.e., ` 22.00 in the above example.

The issuer, in consultation with the book running lead manager(s), will finalise the issue price at or below such

cut-off price, i.e., at or below ` 22.00. All bids at or above this issue price and cut-off bids are valid bids and are

considered for allocation in the respective categories.

Steps to be taken by the Bidders for Bidding:

1. Check eligibility for making a Bid (see the section “Issue Procedure – Who Can Bid?” on page 499);

79

2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid

cum Application Form;

3. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the

courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their

PAN for transacting in the securities market; and (ii) Bids by persons resident in the state of Sikkim,

who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for

transacting in the securities market, for Bids of all values, ensure that you have mentioned your PAN

allotted under the Income Tax Act in the Bid cum Application Form. In accordance with the SEBI

Regulations, the PAN would be the sole identification number for participants transacting in the

securities market, irrespective of the amount of transaction:

4. Ensure that the Bid cum Application Form is duly completed as per instructions given in this Draft Red

Herring Prospectus and in the Bid cum Application Form;

5. Bids by QIBs (except Anchor Investors) and Non Institutional Bidders shall be submitted only through

the ASBA process;

6. Bids by non-ASBA Bidders will have to be submitted to the Syndicate (or their authorised agents) at

the bidding centers or the Registered Brokers at the Broker Centers; and

7. Bids by ASBA Bidders will have to be submitted to the Designated Branches or the Syndicate in the

Specified Locations or the Registered Brokers in physical form. It may also be submitted in electronic

form to the Designated Branches of the SCSBs only. ASBA Bidders should ensure that their bank

accounts have adequate credit balance at the time of submission to the SCSBs to ensure that the Bid

cum Application Form is not rejected.

8. Ensure the correctness of your demographic details such as the address, the bank account details for

printing on refund orders and occupation given in the Bid cum Application Form, with the details

recorded with your Depository Participant;

9. Ensure the correctness of your PAN, DP ID and beneficiary account number given in the Bid cum

Application Form. Based on these parameters, the Registrar to the Issue will obtain details of the

Bidders from the Depositories including the Bidder’s name, bank account number etc.

10. Bidders can submit their Bids through ASBA either by submitting Bid cum Application Forms to (i)

the Syndicate at any of the Specified Locations, or the Registered Brokers, or (ii) the SCSBs with

whom the ASBA Account is maintained. Bids by ASBA Bidders to the SCSBs through physical

ASBA will only be submitted at the Designated Branches. For further details see the section “Issue

Procedure” on page 498. ASBA Bidders should ensure that the specified bank accounts have adequate

credit balance at the time of submission of the Bid cum Application Form to the Syndicate, the

Registered Brokers, or SCSB to ensure that their Bid is not rejected.

Underwriting Agreement

After the determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the

Prospectus with the RoC and our Company will enter into an Underwriting Agreement with the Underwriters

for the Equity Shares proposed to be offered through the Issue. It is proposed that pursuant to the terms of the

Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event that

the Syndicate Members do not fulfil their underwriting obligations. The Underwriting Agreement is dated [●].

Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are several and are

subject to certain conditions specified therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.

80

Name and Address of the Underwriters along

with the telephone number, fax number and

e-mail address of the Underwriter

Indicated Number of Equity

Shares to be Underwritten

Amount

Underwritten

(in ` million)

[●] [●] [●]

In the opinion of the Board of Directors (based on certificates provided by the Underwriters), the resources of

the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting

obligations in full. The abovementioned Underwriters are registered with SEBI under Section 12(1) of the SEBI

Act or registered as brokers with the Stock Exchange(s). The Board of Directors / Committee of Directors, at its

meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of

our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment.

Notwithstanding the above table, the BRLMs and the Syndicate Members shall be responsible for ensuring

payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in

payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement,

will also be required to procure/subscribe to the Equity Shares to the extent of the defaulted amount.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) final listing and trading approvals of the

Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the final approval of the RoC

after the Prospectus is filed with the RoC.

81

CAPITAL STRUCTURE

The equity share capital of our Company as at the date of this Draft Red Herring Prospectus is set forth below:

(In `, except share data)

Aggregate Value at

Face Value

Aggregate Value at

Issue Price

A AUTHORISED SHARE CAPITAL

200,000,000 Equity Shares 2,000,000,000

Total 2,000,000,000

B ISSUED, SUBSCRIBED AND PAID-UP SHARE

CAPITAL BEFORE THE ISSUE

111,494,250 Equity Shares 1,114,942,500

C PRESENT ISSUE IN TERMS OF THIS DRAFT

RED HERRING PROSPECTUS

[●] Equity Shares(1)(2)

[●] [●]

D SHARE PREMIUM ACCOUNT

Before the Issue 135,057,437.50

After the Issue [●]

E PAID-UP CAPITAL AFTER THE ISSUE

[●] Equity Shares [●] (1) The Issue has been authorized by the Board of Directors and the Shareholders, pursuant to their resolutions dated

September 9, 2014 and September 15, 2014, respectively.

(2) For details of allocation to different categories of investors, see the section “The Issue” on page 70.

Our Company may, in consultation with the BRLMs, issue and allot up to 12.40 million Equity Shares for an

amount not exceeding ` 990 million through a private placement to one or more persons prior to filing of the

Red Herring Prospectus with RoC at a price as the Board may determine in accordance with the Companies

Act, the SEBI Regulations and other applicable laws. (“Private Placement”).

Changes in the Authorised Capital

(i) The initial authorised share capital of ` 10,000,000 divided into 500,000 Equity Shares and 500,000

preference shares of ` 10 each was increased to ` 112,500,000 divided into 1,000,000 Equity Shares and

10,250,000 preference shares of ` 10 each pursuant to a resolution passed by the Shareholders on

November 18, 2002.

(ii) The authorized share capital of ` 112,500,000 divided into 1,000,000 Equity Shares and 10,250,000

preference shares of ` 10 each was increased to ` 500,000,000 divided into 39,750,000 Equity Shares

and 10,250,000 preference shares of ` 10 each pursuant to a resolution passed by the Shareholders on

June 7, 2006.

(iii) The authorised share capital of ` 500,000,000 divided into 39,750,000 Equity Shares and 10,250,000

preference shares of ` 10 each was reclassified as ` 500,000,000 divided into 50,000,000 Equity Shares

pursuant to a resolution passed by the Shareholders on December 16, 2011.

(iv) The authorised share capital of ` 500,000,000 divided into 50,000,000 Equity Shares was increased to `

1,000,000,000 divided into 100,000,000 Equity Shares pursuant to a resolution passed by the

Shareholders on December 16, 2011.

82

(v) The authorised share capital of ` 1,000,000,000 divided into 100,000,000 Equity Shares was increased to

` 1,050,000,000 divided into 105,000,000 Equity Shares pursuant to a resolution passed by the

Shareholders on March 23, 2013.

(vi) The authorised share capital of ` 1,050,000,000 divided into 105,000,000 Equity Shares was increased to

` 1,500,000,000 divided into 150,000,000 Equity Shares pursuant to a resolution passed by the

Shareholders on August 16, 2013.

(vii) The authorised share capital of ` 1,500,000,000 divided into 150,000,000 Equity Shares was increased to

` 2,000,000,000 divided into 200,000,000 Equity Shares pursuant to a resolution passed by the

Shareholders on May 26, 2014.

Notes to the Capital Structure

1. Share Capital History of our Company

(a) The history of the equity share capital and share premium account of our Company is detailed in the

following table:

Date of

Allotment

No. of

Equity

Shares

Allotted

Face

Value

(`)

Issue Price

per Equity

Share (`)

Considerati

on

Cumulative

No. of

Equity

Shares

Cumulative

paid-up

Equity Share

Capital (`)

Cumulative

Share Premium

(`)

At

incorporation

10,000 10 10 Cash 10,000 100,000 Nil

December 2,

2002

990,000 10 10 Cash 1,000,000 10,000,000 Nil

August 4,

2007

10,250,000 10 10 Cash 11,250,000 112,500,000 Nil

June 15, 2011 15,000,000 10 10 Cash 26,250,000 262,500,000 Nil

December 29,

2011

73,750,000 10 10 Cash 100,000,000 1,000,000,000 Nil

May 28, 2014 11,494,250 10 21.75 Cash 111,494,250 1,114,942,500 135,057,437.50

Our Company had issued 10,250,000 preference shares to Ideal Road Builders Private Limited on December 2,

2002, of which 9,225,000 preference shares were transferred to Jayant D. Mhaiskar on June 8, 2006. All the

preference shares were redeemed on August 4, 2007. As of the date of this Draft Red Herring Prospectus, our

Company does not have any preference share capital.

(b) As of the date of this Draft Red Herring Prospectus, our Company has not allotted any Equity Shares for

consideration other than cash.

(c) The details of allotment of Equity Shares made in the preceding two years have been disclosed in Note

1(a) above.

83

2. History of the Equity Share Capital held by the Promoters

(a) Details of the build up of the Promoters’ shareholding in our Company:

Date of

Transactio

n

Nature of

Transaction

No. of Equity

Shares

Nature

of

Consid

eration

Face

Value

(`)

Issue

/

Acq

uisiti

on/S

ale

Pric

e per

Equi

ty

Shar

e (`)

Total

Consideratio

n/Proceeds

from Sale

(`)

Percenta

ge of the

pre-

Issue

Capital

(%)

Percenta

ge of the

post-

Issue

Capital

(%)

Source of

funds

Dattatray P. Mhaiskar

At

incorporati

on

Subscription

to MoA

3,400 Cash 10 10 34,000 Negligibl

e

[●] Income from

business

December 29, 2011

Allotment 25,218,780(1) Cash 10 10 252,187,800 22.62 [●] Proceeds from sale of

investments

Total 25,222,180 22.62

Jayant D. Mhaiskar

At

incorporati

on

Subscription

to MoA

3,300 Cash 10 10 33,000 Negligibl

e

[●] Income from

business

June 8,

2006

Purchase 891,000 Cash 10 10 8,910,000 0.80 [●] Income from

business

August 4,

2007

Allotment 9,225,000 Cash 10 10 92,250,000 8.27 [●] Redemption

of preference shares

August 8,

2007

Sale (10,116,000) Cash 10 10 (101,160,000) (9.07) [●] -

June 15, 2011

Allotment 11,000,000 Cash 10 10 110,000,000 9.87 [●] Loan from Anjali

Hardikar (3)

(Repaid on September 21,

2013)

December 29, 2011

Allotment 11,227,920(2) Cash 10 10 112,279,200 10.07 [●] Proceeds received from

repayment of

loan given by Jayant D.

Mhaiskar to

ITIPL

Total 22,231,220 19.94

ITIPL

August 8,

2007

Purchase 10,116,000 Cash 10 10 101,160,000 9.07 [●] Equity

contribution

received from Jayant D.

Mhaiskar and A.J. Tolls

Private

Limited for purpose of

acquiring

shares of ITIPL

June 15,

2011

Allotment 4,000,000 Cash 10 10 40,000,000 3.59 [●] Loan from

Anjali

Hardikar (Repaid on

October 19,

2011)

84

Date of

Transactio

n

Nature of

Transaction

No. of Equity

Shares

Nature

of

Consid

eration

Face

Value

(`)

Issue

/

Acq

uisiti

on/S

ale

Pric

e per

Equi

ty

Shar

e (`)

Total

Consideratio

n/Proceeds

from Sale

(`)

Percenta

ge of the

pre-

Issue

Capital

(%)

Percenta

ge of the

post-

Issue

Capital

(%)

Source of

funds

December

29, 2011

Allotment 37,303,300 Cash 10 10 373,033,000 33.46 [●] Proceeds from

sale of equity shares of IRB

Infrastructure

Developers Limited

May 28,

2014

Allotment 11,494,250 Cash 10 21.7

5

249,999,938 10.31 [●] Loan from

Suraksha

Realty Limited(4)

(Repaid on

September 26, 2014)

September

26, 2014

Sale (2,973,143) Cash 10 21.7

5

(64,665,860) (2.67) [●] -

Total 59,940,407 53.76

(1) Jointly held with Sudha D. Mhaiskar.

(2) Jointly held with Anuya J. Mhaiskar.

(3) Address: A-3, Vibhavari Apartments, Sahavas Society, Paranjape Scheme, Karve Nagar, Pune 411 052.

(4) Address: 3, Narayan Building, 23, L N Road, Dadar (East), Mumbai 400 014.

All the Equity Shares held by the Promoters were fully paid-up on the respective dates of acquisition of such

Equity Shares. None of the Equity Shares held by the Promoters are pledged. In terms of the Loan agreement

dated September 8, 2014 entered into with IDBI Bank Limited for a rupee term loan of ` 1,750 million, ITIPL

has provided a non disposal undertaking of 30% of the issued and paid up pre-Issue Equity Share capital of our

Company which shall be converted in to pledge after the end of one year from the date of the agreement, at the

option of the lender.

(b) Details of Promoters’ contribution and Lock-in:

Pursuant to Regulation 36(a) of the SEBI Regulations, an aggregate of 20% of the fully diluted post-Issue

equity share capital of our Company held by our Promoters shall be considered as minimum Promoters’

contribution and locked-in for a period of three years from the date of Allotment.

The details of the Equity Shares held by the Promoters, which will be subject to lock-in for a period of three

years from the date of Allotment are given below:

Date of

Transaction and

when made fully

paid-up

Nature of

Transaction

No. of Equity

Shares

Face Value

(`)

Issue/acquisition

price per Equity

Share (`)

Percentage of

post-Issue paid-

up capital

Dattatray P. Mhaiskar

[●] [●] [●] [●] [●] [●]

Jayant D. Mhaiskar

[●] [●] [●] [●] [●] [●]

ITIPL

[●] [●] [●] [●] [●] [●]

Total [●] [●]

85

The minimum Promoters’ contribution has been brought to the extent of not less than the specified minimum lot

and from the persons defined as ‘Promoters’ under the SEBI Regulations.

The Equity Shares constituting minimum Promoters’ contribution in the Issue, which shall be locked-in for a

period of three years commencing from the date of Allotment, are eligible for computation of Promoters’

contribution, in terms of Regulation 33 of the SEBI Regulations. In this regard, our Company confirms the

following:

(i) The Equity Shares offered for the Promoters’ contribution (a) have not been acquired in the last three

years for consideration other than cash and revaluation of assets or capitalisation of intangible assets;

or (b) bonus shares out of revaluation reserves or unrealised profits of our Company or issued against

Equity Shares which are otherwise ineligible for computation of the Promoters’ contribution;

(ii) Our Promoters have given undertakings to the effect that they shall not sell, transfer or dispose of, in

any manner, the Equity Shares forming part of the minimum Promoters’ contribution from the date of

filing this Draft Red Herring Prospectus with SEBI till the date of commencement of lock-in in

accordance with SEBI Regulations;

(iii) Promoter’s contribution does not include any Equity Shares acquired during the preceding one year at

a price lower than the price at which the Equity Shares are being offered to the public in the Issue;

(iv) Our Company has not been formed by the conversion of a partnership firm into a company; and

(v) The Equity Shares held by our Promoters and offered for Promoter’s contribution are not subject to

any pledge.

(c) Details of pre-Issue equity share capital locked-in for one year:

In addition to the 20% of the post-Issue shareholding of our Company held by the Promoters and locked in for

three years as specified above, the entire pre-Issue equity share capital including any Equity Shares allotted

pursuant to the Private Placement, will be locked-in for a period of one year from the date of Allotment.

(d) Other requirements in respect of lock-in:

The Equity Shares held by a Promoter may be transferred to another Promoter or an entity belonging to the

Promoter Group or to a new promoter or a person in control of our Company, subject to continuation of the

lock-in of such Equity Shares in the hands of the transferees for the remaining period and compliance with the

SEBI Takeover Regulations, as applicable.

For such time that the Equity Shares under the promoters’ contribution are locked in as per the SEBI

Regulations, the promoters’ contribution can be pledged only with a scheduled commercial bank or public

financial institution as collateral security for loans granted by such banks or financial institutions, in the event

the loan has been granted by such banks or financial institutions for the purpose of financing one or more of the

objects of this Issue and pledge of such Equity Shares is one of the terms of sanction of loan.

The Equity Shares held by persons other than the Promoters prior to the Issue, may be transferred to any other

person holding Equity Shares which are locked-in along with the Equity Shares proposed to be transferred,

subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance

with the SEBI Takeover Regulations, as applicable.

The Equity Shares held by the Promoter which are locked-in for a period of one year from the date of Allotment

in the Issue can be pledged with any scheduled commercial bank or public financial institution as collateral

security for loans granted by such bank or financial institution, provided that the pledge of the Equity Shares is

one of the terms of sanction of the loan.

The Equity Shares which are subject to lock-in shall carry the inscription ‘non-transferable’ and the non-

86

transferability details shall be informed to the depositories. The details of lock-in shall also be provided to the

Stock Exchanges, where the shares are to be listed, before the listing of the Equity Shares.

(e) Lock-in of Equity Shares to be issued, if any, to the Anchor Investors

Any Equity Shares allotted under the Anchor Investor Portion shall be locked-in for a period of 30 days from

the date of Allotment of Equity Shares in the Issue.

3. Shareholding Pattern of our Company

(i) The table below presents the shareholding pattern of Equity Shares before the proposed Issue, and as

adjusted for the Issue:

Category

code

Category of

shareholder

Number

of

sharehol

ders

Pre-Issue Post-Issue Shares Pledged or

otherwise

encumbered Total number of

shares

Number of

shares held in

dematerialise

d form

Total shareholding as a

percentage of total

number of shares

Total number

of shares

Number of

shares held in

dematerialise

d form

Total shareholding

as a percentage of

total number of

shares

As a

percentage

of (A+B)

As a

percentage

of (A+B+C)

As a

percenta

ge of

(A+B)

As a

percentag

e of

(A+B+C)

Number

of

shares

As a

percentage

(A) Promoter and

Promoter

Group

(1) Indian

(a) Individuals/

Hindu

Undivided

Family

5 48,400,700 47,453,400 43.41 43.41

[●] [●] [●] [●] - -

(b) Central

Government/

State

Government(s)

- - - - -

[●] [●] [●] [●] - -

(c) Bodies

Corporate 1 59,940,407 59,940,407 53.76 53.76

[●] [●] [●] [●] - -

(d) Financial

Institutions/

Banks

- - - - -

[●] [●] [●] [●] - -

(e) Any Other

(specify) - - - - -

[●] [●] [●] [●] - -

Sub-Total

(A)(1) 6 108,341,107 107,393,807 97.17 97.17

[●] [●] [●] [●] - -

(2) Foreign

(a) Individuals

(Non-Resident

Individuals/

Foreign

Individuals)

- - - - -

[●] [●] [●] [●] - -

(b) Bodies

Corporate - - - - -

[●] [●] [●] [●] - -

(c) Institutions - - - - -

[●] [●] [●] [●] - -

(d) Qualified

Foreign

Investor

- - - - -

[●] [●] [●] [●] - -

(e) Any Other

(specify) - - - - -

[●] [●] [●] [●] - -

Sub-Total

(A)(2) 0 0 0 0 0

[●] [●] [●] [●] - -

Total

Shareholding

of Promoter

and Promoter

Group (A)=

(A)(1)+(A)(2)

6 108,341,107 107,393,807 97.17 97.17

[●] [●] [●] [●] - -

(B) Public

shareholding

(1) Institutions

(a) Mutual Funds/

UTI - - - - -

[●] [●] [●] [●] - -

(b) Financial

Institutions/

Banks

- - - - -

[●] [●] [●] [●] - -

87

Category

code

Category of

shareholder

Number

of

sharehol

ders

Pre-Issue Post-Issue Shares Pledged or

otherwise

encumbered Total number of

shares

Number of

shares held in

dematerialise

d form

Total shareholding as a

percentage of total

number of shares

Total number

of shares

Number of

shares held in

dematerialise

d form

Total shareholding

as a percentage of

total number of

shares

As a

percentage

of (A+B)

As a

percentage

of (A+B+C)

As a

percenta

ge of

(A+B)

As a

percentag

e of

(A+B+C)

Number

of

shares

As a

percentage

(c) Central

Government/

State

Government(s)

- - - - -

[●] [●] [●] [●] - -

(d) Venture

Capital Funds - - - - -

[●] [●] [●] [●] - -

(e) Insurance

Companies - - - - -

[●] [●] [●] [●] - -

(f) Foreign

Institutional

Investors

- - - - -

[●] [●] [●] [●] - -

(g) Foreign

Venture

Capital

Investors

- - - - -

[●] [●] [●] [●] - -

(h) Qualified

Foreign

Investor

- - - - -

[●] [●] [●] [●] - -

(i) Others: - - - - - [●] [●] [●] [●] - -

Private equity - - - - - [●] [●] [●] [●] - -

Investment

Fund - - - - -

[●] [●] [●] [●] - -

Sub-Total

(B)(1) 0 0 0 0 0

[●] [●] [●] [●] - -

(2) Non-

institutions

- -

(a) Bodies

Corporate - - - - -

[●] [●] [●] [●] - -

(b) Individuals 15 3,153,143 2,973,143 2.83 2.83

[●] [●] [●] [●] - -

(i) Individual

shareholders

holding

nominal share

capital up to `

0.1 million.

- - - - -

[●] [●] [●] [●] - -

(ii) Individual

shareholders

holding

nominal share

capital in

excess of ` 0.1

million

- - - - -

[●] [●] [●] [●] - -

(c) Qualified

Foreign

Investor

- - - - -

[●] [●] [●] [●] - -

(d) Any Other

(specify) - - - - -

[●] [●] [●] [●] - -

Sub-Total

(B)(2) 15 3,153,143 2,973,143 2.83 2.83

[●] [●] [●] [●] - -

Total

(B)=

(B)(1)+(B)(2)

15 3,153,143 2,973,143 2.83 2.83

[●] [●] [●] [●] - -

TOTAL

(A)+(B) 21 111,494,250 110,366,950 100.00 100.00

[●] [●] [●] [●] - -

(C) Shares held

by Custodians

and against

which

Depository

Receipts have

been issued

- - - - -

[●] [●] [●] [●] - -

(1) Promoter and

Promoter

Group

0 0 0 0.00 0.00

[●] [●] [●] [●] - -

(2) Public 0 0 0 0.00 0.00 [●] [●] [●] [●] - -

TOTAL

(A)+(B)+(C) 21 111,494,250 110,366,950 100.00 100.00

[●] [●] [●] [●] - -

(D) Public

pursuant to

the Issue

- - - - -

[●] [●] [●] [●] - -

GRAND

TOTAL

(A)+(B)+(C)+

21 111,494,250 110,366,950 100.00 100.00

[●] [●] [●] [●] - -

88

Category

code

Category of

shareholder

Number

of

sharehol

ders

Pre-Issue Post-Issue Shares Pledged or

otherwise

encumbered Total number of

shares

Number of

shares held in

dematerialise

d form

Total shareholding as a

percentage of total

number of shares

Total number

of shares

Number of

shares held in

dematerialise

d form

Total shareholding

as a percentage of

total number of

shares

As a

percentage

of (A+B)

As a

percentage

of (A+B+C)

As a

percenta

ge of

(A+B)

As a

percentag

e of

(A+B+C)

Number

of

shares

As a

percentage

(D)

4. As on the date of this Draft Red Herring Prospectus, other than Murzash Manekshana who holds

2,973,143 Equity Shares constituting 2.67% of the equity share capital of our Company, there is no

public shareholder holding more than 1% of the pre-Issue share capital of our Company.

5. The list of top 10 shareholders of our Company and the number of Equity Shares held by them is

as under:

(a) As of the date of the Draft Red Herring Prospectus:

Sr. No. Name of the

Shareholder

Pre-Issue Post-Issue

Number of the

Equity Shares

held

Percentage

(%)

Number of the

Equity Shares

held

Percentage

(%)

1. ITIPL 59,940,407 53.76 [●] [●]

2. Dattatray P. Mhaiskar 25,222,180(1)

22.62 [●] [●]

3. Jayant D. Mhaiskar 22,231,220(2)

19.94 [●] [●]

4. Murzash Manekshana 2,973,143 2.67 [●] [●]

5. Anuya J. Mhaiskar 947,300 0.85 [●] [●]

6. Subodh Garud 25,000 0.02 [●] [●]

7. Uttam Pawar 25,000 0.02 [●] [●]

8. Sameer Apte 25,000 0.02 [●] [●]

9. Shridhar Phadke 20,000 0.02 [●] [●]

10. M. Sankaranarayanan 18,000 0.02 [●] [●]

Total 111,409,250 99.94 [●] [●] (1) Including 25, 218,780 Equity Shares held jointly with Sudha D. Mhaiskar.

(2) Including 11,227,920 Equity Shares held jointly with Anuya J. Mhaiskar.

(b) As of 10 days prior to the date of the Draft Red Herring Prospectus:

Sr. No. Name of the

Shareholder

Pre-Issue Post-Issue

Number of the

Equity Shares

held

Percentage

(%)

Number of the

Equity Shares

held

Percentage

(%)

1. ITIPL 62,913,550 56.43 [●] [●]

2. Dattatray P. Mhaiskar 25,222,180(1)

22.62 [●] [●]

3. Jayant D. Mhaiskar 22,231,220(2)

19.94 [●] [●]

4. Anuya J. Mhaiskar 1,127,300(3)

1.01 [●] [●]

Total 111,494,250 100.00 [●] (1) Including 25, 218,780 Equity Shares held jointly with Sudha D. Mhaiskar.

(2) Including 11,227,920 Equity Shares held jointly with Anuya J. Mhaiskar. (3) Including 180,000 Equity Shares held jointly with Jayant D. Mhaiskar.

(c) As of two years prior to the date of the Draft Red Herring Prospectus:

Sr. No. Name of the Pre-Issue Post-Issue

89

Shareholder Number of the

Equity Shares

held

Percentage

(%)

Number of the

Equity Shares

held

Percentage

(%)

1. ITIPL 51,419,300 51.42 [●] [●]

2. Dattatray P. Mhaiskar 25,222,180(1)

25.22 [●] [●]

3. Jayant D. Mhaiskar 22,231,220(2)

22.24 [●] [●]

4. Ideal Road Builders Private

Limited

1,124,000 1.12 [●] [●]

5. Virendra D. Mhaiskar 3,300 0.00 [●] [●]

Total 100,000,000 100.00 [●] (1) Including 25, 218,780 Equity Shares held jointly with Sudha D. Mhaiskar.

(2) Including 11,227,920 Equity Shares held jointly with Anuya J. Mhaiskar.

6. Our Company, the Directors and the BRLMs have not entered into any buy-back and/or standby

arrangements for purchase of Equity Shares from any person.

7. Our Company has not issued any Equity Shares under any employee stock option scheme or employee

stock purchase scheme.

8. Except as stated below, our Company has not issued any Equity Shares at a price which may be lower

than the Issue price during a period of one year preceding the date of this Draft Red Herring Prospectus:

Sr.

No.

Name of

Person/Entity

Date of

Issue

No. Of Equity

Shares

Issue price

per Equity

Share (`)

Total

Consideration

Paid (`)

Reason

1. ITIPL May 28, 2014 11,494,250 21.75 249,999,938 Allotment to

our Corporate

Promoter

9. Except as stated below, none of the Promoter, Promoter Group or the Directors have purchased or

subscribed to any securities of our Company within three years immediately preceding the date of this

Draft Red Herring Prospectus, which in aggregate is equal to or greater than 1% of pre-Issue capital of

our Company:

Sr.

No.

Name of the

Shareholder

Promoter/

Promoter

Group/

Director

Date Nature of

transaction

No. of Equity

Shares

purchased/

subscribed

% of

pre-Issue

paid up

capital

1. Jayant D. Mhaiskar Promoter December

29, 2011

Allotment 11,227,920(1)

10.07

Total 11,227,920 10.07

2. ITIPL Promoter December

29, 2011

Allotment 37,303,300 33.46

3. ITIPL Promoter May 28, 2014 Allotment 11,494,250 10.31

Total 48,797,550 43.77

4. Dattatray P. Mhaiskar Promoter December

29, 2011

Allotment 25,218,780(2)

22.62

Total 25,218,780 22.62

5. Anuya J. Mhaiskar Promoter

Group

September

12, 2014

Purchase 1,127,300 1.01

Total 1,127,300 1.01

90

Sr.

No.

Name of the

Shareholder

Promoter/

Promoter

Group/

Director

Date Nature of

transaction

No. of Equity

Shares

purchased/

subscribed

% of

pre-Issue

paid up

capital

6. Murzash Manekshana Executive

Director

September

26, 2014

Purchase 2,973,143 2.67

Total 2,973,143 2.67 (1) Jointly held with Anuya J. Mhaiskar.

(2) Jointly held with Sudha D. Mhaiskar.

10. Except as stated below, none of the Promoter, Promoter Group or the Directors have sold any securities

of our Company within three years immediately preceding the date of this Draft Red Herring Prospectus,

which in aggregate is equal to or greater than 1% of pre-Issue capital of our Company:

Sr.

No.

Name of the

Shareholder

Promoter/

Promoter

Group/

Director

Date Nature of

transaction

No. of

Equity

Shares

purchased/

subscribed

% of

pre-Issue

paid up

capital

1. ITIPL Promoter September 26,

2014

Sale 2,973,143 2.67

Total 2,973,143 2.67

11. The aggregate shareholding of the Promoter Group in our Company, as of the date of this Draft Red

Herring Prospectus, is 108,341,107 Equity Shares constituting 97.17% of the paid-up capital of our

Company. The aggregate shareholding of the directors of ITIPL, in our Company, as of the date of this

Draft Red Herring Prospectus, is 48,400,700 Equity Shares constituting 43.41% of the paid-up capital of

our Company.

12. Except as stated below, none of the Promoter Group, the Directors, directors of ITIPL, the Directors and

their immediate relatives have purchased or sold any Equity Shares during a period of six months

preceding the date of this Draft Red Herring Prospectus:

Name of

seller /

purchaser

Date of

transacti

on

Nature

of

transacti

on

No. of

Equity

Shares

Nature

of

conside

ration

Face

Value (`)

Issue /

acquisiti

on / sale

price per

Equity

Share

(`)

Total

Cons

idera

tion/

Proc

eeds

from

Sale

(in `

milli

on)

Percen

tage of

the

pre-

Issue

Capita

l

(%)

Percen

tage of

the

post-

Issue

Capita

l (%)

Anuya J.

Mhaiskar

Septemb

er 12,

2014

Transfer

to joint

holding

of Anuya

J.

Mhaiskar

with

Jayant D.

Mhaiskar

180,000 - 10 - - 0.16 [●]

Anuya J.

Mhaiskar(1)

Septemb

er 22,

Sale 180,000

Cash 10 21.75 3.92 0.16 [●]

91

Name of

seller /

purchaser

Date of

transacti

on

Nature

of

transacti

on

No. of

Equity

Shares

Nature

of

conside

ration

Face

Value (`)

Issue /

acquisiti

on / sale

price per

Equity

Share

(`)

Total

Cons

idera

tion/

Proc

eeds

from

Sale

(in `

milli

on)

Percen

tage of

the

pre-

Issue

Capita

l

(%)

Percen

tage of

the

post-

Issue

Capita

l (%)

2014

ITIPL Septemb

er 26,

2014

Sale 2,973,143 Cash 10 21.75 64.67 2.67 [●]

Murzash

Maneksha

na

Septemb

er 26,

2014

Purchase 2,973,143 Cash 10 21.75 64.67 2.67 [●]

(1) Held jointly with Jayant D. Mhaiskar.

13. Except as stated below, none of the Promoter Group, the directors of ITIPL, the Directors and their

relatives have purchased or sold any securities of the Subsidiaries during a period of six months

preceding the date of this Draft Red Herring Prospectus:

Name of

Seller/Purc

haser

Date of

Transactio

n

Natur

e of

Trans

action

No. of

Equity

Shares

Nature

of

Conside

ration

Face

Value

(`)

Issue/

Acquisition/S

ale Price per

Equity Share

(`)

Total

Consideration

/Proceeds

from Sale

(` million)

MIPL

ITIPL June 18,

2014

Sale 2,925,000 Cash 10 10 29.25

MEP Tormato

Jayant D.

Mhaiskar

September

8, 2014

Sale 9,999 Cash 10 10 0.10

Anuya J.

Mhaiskar

September

8, 2014

Sale 1 Cash 10 10 Negligible

RTIPL

Jayant D.

Mhaiskar

April 12,

2014

Sale 4,990 Cash 10 10 0.05

Anuya J.

Mhaiskar

April 12,

2014

Sale 5,000 Cash 10 10 0.05

14. Proceeds received by our Promoters from sale of shares of our Company and Subsidiaries

The table below sets forth details of proceeds received by our Promoters from sale of shares of our Subsidiaries:

Name of the Promoter Name of Subsidiary Total no. of shares sold Total Proceeds received

ITIPL

MIPL 5,061,498 50,614,980

RTPL 414,600 4,146,000

RVPL 6,540 65,400

MIPL 999 9,990

RVPL 5,000 50,000

92

Name of the Promoter Name of Subsidiary Total no. of shares sold Total Proceeds received

Jayant D. Mhaiskar

MEP Hamirpur 4,900 49,000

MEP Una 4,900 49,000

RTPL 567,000 310,000

RTRPL 4,990 499,000

MHSPL 4,900 49,000

MEP RGSL 4,900 49,000

RTIPL 4,990 499,000

MEP Tormato 9,999 99,990

For details of proceeds received by our Promoters from sale of shares of our Company, please see the section

“Capital Structure – History of the Equity Share Capital held by the Promoters – Details of the build up of the

Promoters’ shareholding in our Company” on page 83.

15. Our Company has not issued any Equity Shares out of revaluation reserves.

16. Our Company has not issued any Equity Shares pursuant to any scheme approved under the sections

391-394 of the Companies Act, 1956 .

17. The BRLMs or their respective associates do not hold any Equity Shares in our Company, as of the date

of this Draft Red Herring Prospectus. The BRLMs and their respective affiliates are engaged, and in the

future, may engage in transactions with and perform services for our Company and our Subsidiaries in

the ordinary course of business, including lending transactions, commercial banking and investment

banking transactions with our Company and our Subsidiaries, for which they may receive customary

consideration.

18. An oversubscription to the extent of 10% of the Issue can be retained for the purposes of rounding off to

the nearer multiple of minimum allotment lot.

19. All Equity Shares offered through the Issue will be fully paid up at the time of Allotment, failing which

no Allotment shall be made.

20. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments

convertible into the Equity Shares.

21. The Promoter Group, the Directors, relatives of the Directors or directors of ITIPL have not financed the

purchase by any other person of securities of our Company during the six months preceding the date of

this Draft Red Herring Prospectus.

22. Except for the Private Placement, there will be no further issue of Equity Shares, whether by way of

issue of bonus shares, preferential allotment, rights issue or in any other manner during the period

commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares

have been listed.

23. Our Company presently does not intend or propose to alter the capital structure for a period of six

months from the Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity

Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable,

directly or indirectly for Equity Shares) whether on a preferential basis or issue of bonus or rights or

further public issue of specified securities or qualified institutions placement or otherwise. However, if

our Company enters into acquisitions, joint ventures or other arrangements, our Company may, subject

to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as

currency for acquisitions or participation in such joint ventures.

24. Our Company shall Allot at least 75% of the Issue to QIBs on a proportionate basis, provided that our

Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 5% of

93

the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate

basis to Mutual Funds only and the remaining QIB Portion shall be available for allocation on a

proportionate basis to the QIB Bidders (other than Anchor Investors) including Mutual Funds subject to

valid Bids being received at or above the Issue Price. Further, not more than 15% of the Issue will be

available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of

the Issue will be available for allocation to Retail Individual Bidders in accordance with the SEBI

Regulations, subject to valid Bids being received from them at or above the Issue Price. Under-

subscription, if any, in any category, except in the QIB category, would be allowed to be met with spill

over from any other category or a combination of categories at the discretion of our Company, in

consultation with the BRLMs and the Designated Stock Exchange. At least 75% of the Issue shall be

Allotted to QIBs, and in the event that at least 75% of the Issue cannot be Allotted to QIBs, the entire

application money shall be refunded forthwith.

25. As of the date of this Draft Red Herring Prospectus, the total number of holders of the Equity Shares is

21.

26. Our Company has not raised any bridge loans against the Issue Proceeds.

27. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our

Company shall comply with such disclosure and accounting norms as may be specified by SEBI from

time to time.

94

OBJECTS OF THE ISSUE

The objects of the Issue are:

1. Repayment / pre-payment, in full or part, of certain loans availed by our Subsidiary, MIPL; and

2. General corporate purposes.

The main objects set out in the Memorandum of Association enable us to undertake our existing activities. The

loans availed by MIPL which are proposed to be repaid / pre-paid, in full or part, from Net Proceeds of the

Issue, are for activities carried out as enabled by the objects clause of the memorandum of association of MIPL.

Requirement of Funds

The details of the Net Proceeds are set forth in the following table:

(in ` million)

Sr.

No.

Description Estimated Amount

1. Gross proceeds of the Issue (1)

[●]

2. Less: Issue expenses [●]

3. Net Proceeds [●] (1)

To be finalized upon determination of the Issue Price.

Means of Finance

Our Company proposes to meet the entire requirement of funds for the proposed objects of the Issue from the

Net Proceeds. Accordingly, our Company confirms that there is no requirement to make firm arrangements of

finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to

be raised from the Issue.

Utilization of Net Proceeds

The details of utilisation of Net Proceeds will be in accordance with the table set forth below:

(in ` million)

Sr.

No.

Particulars Estimated Amount to be utilised

1. Repayment / pre-payment, in full or in part, of certain loans

availed by our Subsidiary, MIPL

2,912.01

2. General corporate purposes [●]

Total [●]

Schedule of Deployment

Our Company proposes to deploy the entire Net Proceeds towards the objects as described herein during

Financial Year 2015. However, if the Net Proceeds are not completely utilised for the objects stated above by

Financial Year 2015 due to factors including (i) any conditions attached to the borrowings restricting our ability

to prepay the borrowings and time taken to fulfil, or obtain waivers for fulfilment of, such requirements, (iii)

terms and conditions of consents and waivers received from lenders for prepayment, (iv) levy of any

prepayment penalties and the quantum thereof, (v) timely completion of the Issue; and (vi) other commercial

considerations; the same would be utilised (in part or full) in Financial Year 2016.

The funds deployment described herein is based on management estimates and current circumstances of our

business. The funds deployment described herein has not been appraised by any bank or financial institution.

We may have to revise our funding requirements and deployment on account of variety of factors such as our

95

financial condition, business and strategy, including external factors which may not be within the control of our

management. This may entail rescheduling and revising the planned funding requirements and deployment and

increasing or decreasing the funding requirements from the planned funding requirements at the discretion of

our management. For further details, see the section “Risk Factors – The deployment of funds for the Objects of

the Issue is at the discretion of our Board and the funding plan has not been appraised by any bank or financial

institutions and the use of Net Proceeds is not subject to monitoring by any independent agency” on page 40.

Details of the Objects of the Issue

The details in relation to objects of the Issue are set forth herein below.

1. Repayment / pre-payment, in full or part, of certain loans availed by our Subsidiary, MIPL

Our Company and some of our Subsidiaries have entered into financing arrangements with various banks/

financial institutions. These arrangements include secured loans from banks / financial institutions. For details

of our debt financing arrangements, see the section “Financial Indebtedness” on page 430.

Our Company proposes to utilize an estimated amount of ` 2,912.01 million from the Net Proceeds towards

repayment / pre-payment, of certain loans availed by our Subsidiary, MIPL. We believe that such repayment /

prepayment will help reduce our outstanding indebtedness and debt servicing costs on a consolidated basis and

enable utilization of our accruals for further investment in business growth and expansion. In addition, we

believe that this would improve our leverage capacity and thereby improve our ability to raise further resources

in the future to fund our potential business development opportunities and plans to grow and expand our

business in the coming years.

96

The following table provides details of the loans availed by MIPL, which are proposed to be repaid or prepaid, in full or in part, from the Net Proceeds:

Sr.

No.

Name of Lender,

nature of

borrowing and

details of

documentation

Purpose Amount

sanctioned(1)

Amount

outstanding as on

August 31,

2014(1)(2)

Amount

proposed to be

prepaid out of

the Net

Proceeds(1)(3)

Rate of Interest

(per annum)

Repayment Date

/ Schedule

Prepayment

Penalty

(in ` million)

1. IDFC Limited

Rupee loan

agreement dated

September 27,

2010 read with the

First amendment

agreement to the

loan agreement

dated March 8,

2013 and

Accession Deed

cum Amendment

Agreement to the

rupee loan

Agreement dated

March 8, 2013

Part financing of

the project

involving

securitisation of

five Mumbai Entry

Points along with

maintenance of

flyovers and allied

structures

9,210 (fund

based)

13,456.52 1,411.59 IDFC benchmark

rate plus spread

of 1.90%

(benchmark rate

is 3 year IDFC

Benchmark

Rate)

To be repaid in

312 unequal

fortnightly

instalments

commencing from

October 1, 2011

1% of the amount

prepaid on

prepayment on

any date other

than as specified

in the rupee loan

agreement

2. IDFC Limited

Rupee loan

agreement dated

January 25, 2011

and sanction letter

dated January 21,

2011

For investment in

various

infrastructure

initiatives of the

group, capital

expenditure,

general corporate

purposes, among

others

4,000 (fund

based)

IDFC benchmark

rate spread of

2.50%

To be repaid in

324 structured

fortnightly

instalments

commencing from

October 1, 2011

1% of the amount

prepaid on

prepayment on

any date other

than as specified

in the rupee loan

agreement

3. India Infrastructure

Finance Company

Limited

Takeout agreement

dated March 8,

2013 read with

Part financing of

the project

involving

securitisation of

five Mumbai Entry

Points along with

maintenance of

4,000 (fund

based)

4,106.67 430.79 IIFCL

benchmark rate

plus spread of

1.00%

(benchmark rate

set by IIFCL

from time to

To be repaid in

109 unequal

monthly

instalments

commencing from

October 2012

1% of the amount

prepaid on

prepayment on

any date other

than as specified

in the takeout

agreement

97

Sr.

No.

Name of Lender,

nature of

borrowing and

details of

documentation

Purpose Amount

sanctioned(1)

Amount

outstanding as on

August 31,

2014(1)(2)

Amount

proposed to be

prepaid out of

the Net

Proceeds(1)(3)

Rate of Interest

(per annum)

Repayment Date

/ Schedule

Prepayment

Penalty

(in ` million)

Accession Deed

cum Amendment

Agreement to the

rupee loan

Agreement dated

March 8, 2013 and

sanction letter

dated September

12, 2012

flyovers and allied

structures

time)

4. Canara Bank

Rupee Loan

agreement dated

September 27,

2010 read with

Deed of

Assignment and

Transfer dated

April 19, 2011 and

read with

Accession Deed

cum Amendment

Agreement to the

rupee loan

Agreement dated

March 8, 2013

Part financing of

the project

involving

securitisation of

five Mumbai entry

points along with

maintenance of

flyovers and allied

structures

5,000 (fund

based)

5,094.60 534.42 IDFC

Benchmark rate

plus spread of

1.90%

(benchmark rate

is 3 year IDFC

Benchmark

Rate)

To be repaid in

312 unequal

fortnightly

instalments

commencing from

October 1, 2011

1% of the amount

prepaid on

prepayment on

any date other

than as specified

in the rupee loan

agreement

5. HDFC Bank

Limited

Rupee Loan

agreement dated

September 27,

2010 read with

Deed of

Assignment and

Transfer dated

October 25, 2010

Part financing of

the project

involving

securitisation of

five Mumbai entry

points along with

maintenance of

flyovers and allied

structures

3,000 (fund

based)

3,080.96 323.19 Benchmark rate

plus spread of

1.90%

(benchmark rate

is 3 year IDFC

Benchmark

Rate)

To be repaid in

312 unequal

fortnightly

instalments

commencing from

October 1, 2011

1% of the amount

prepaid on

prepayment on

any date other

than as specified

in the rupee loan

agreement

98

Sr.

No.

Name of Lender,

nature of

borrowing and

details of

documentation

Purpose Amount

sanctioned(1)

Amount

outstanding as on

August 31,

2014(1)(2)

Amount

proposed to be

prepaid out of

the Net

Proceeds(1)(3)

Rate of Interest

(per annum)

Repayment Date

/ Schedule

Prepayment

Penalty

(in ` million)

and read with

Accession Deed

cum Amendment

Agreement to the

rupee loan

Agreement dated

March 8, 2013

6. L&T Infrastructure

Limited

Facility Agreement

dated July 2, 2011

and sanction letter

dated June 29,

2011

For funding

infrastructure

activities within the

group

2,000 (fund

based)

2,021.14 212.02 L&T Infra prime

lending rate

minus 2.75%

payable monthly

Repayable in

structured

monthly

instalments

commencing from

July 1, 2012 and

ending in June

2025 after a

moratorium period

of 12 months

1% of the amount

prepaid on

prepayment on

any date other

than as specified

in the facility

agreement

Total 27,210 27,759.89 2,912.01 (1) The amount outstanding as of August 31, 2014 has been certified by Parikh Joshi & Kothare, Chartered Accountants, one of the Joint Statutory Auditors of our Company, through its certificate

dated September 20, 2014.Further, Parikh Joshi & Kothare, Chartered Accountants have also certified that MIPL has utilised the loans for the purposes for which the loans were availed.

(2) Includes interest, liquidated damages and other charges but excludes interest accrued but not due as on August 31, 2014.

(3) The amount of Net Proceeds proposed to be utilized for repayment / prepayment of each the aforementioned loans availed by MIPL will be calculated based on the amount outstanding under each of the loans as on the actual date of repayment / prepayment, subject to (i) any conditions attached to the borrowings, (ii) terms and conditions of consents and waivers received from lenders for

prepayment.

99

We may choose not to prepay the loans from the Net Proceeds to the extent specified above, in the event of a

shortfall of the Net Proceeds.

The abovementioned loans availed by MIPL stipulate levy of prepayment penalties, which are applicable if

repayment / pre-payment is made on dates other than those specified in the relevant documents. We will take

such provisions into consideration while deciding the loans to be repaid and / or pre-paid from the Net

Proceeds. Payment of such pre-payment penalty, if any, shall be made out of the Net Proceeds of the Issue. In

the event the Net Proceeds of the Issue are not sufficient for the said payment of pre-payment penalty, such

payment shall be made from the internal accruals of our Company and / or MIPL.

Further, the lenders while providing their consents for prepayment or repayment of the loans, have imposed

certain restrictions on our Company as well as MIPL. For example, (i) our Company is required to hold at least

70% shareholding in MIPL; (ii) MIPL and our Company shall ensure utilisation of at least 75% of the Net

Proceeds to repay / prepay debt of senior lenders of MIPL, i.e. IDFC Limited, IIFCL Canara Bank and HDFC

Limited (the “Senior Lenders”) on a proportionate basis; and (iii) the prepayment of the loan availed by MIPL

from L&T shall be made in proportion to the aggregate outstanding loan amount of the Senior Lenders being

prepaid / repaid from the Issue proceeds.

The amount of Net Proceeds proposed to be utilized for repayment / prepayment of each the aforementioned

loans availed by MIPL will be calculated based on the amount outstanding under each of the loans as on the

actual date of repayment / prepayment, subject to (i) any conditions attached to the borrowings, (ii) terms and

conditions of consents and waivers received from lenders for prepayment. The repayment / prepayment to the

Senior Lenders shall be made on a proportionate basis without any additional benefit to any of the Senior

Lenders.

Our Company shall be deploying the Net Proceeds in MIPL, for the purpose of repayment / pre-payment of the

aforementioned loans, in the form of debt or equity or in any other manner as may be mutually decided. The

actual mode of such deployment has not been finalized as on the date of this Draft Red Herring Prospectus. For

further details see the section “Risk Factors - Our Company proposes to utilize majority of the Net Proceeds to

repay/prepay certain loans availed by our Subsidiary, MIPL, and accordingly, the utilization of Net Proceeds

will not result in creation of any tangible assets” on page 39.

2. General Corporate Purposes

Our Company proposes to deploy the balance Net Proceeds aggregating ` [●] million towards general corporate

purposes, subject to such utilization not exceeding 25% of the Net Proceeds, in compliance with the SEBI

Regulations, including but not limited to strategic initiatives, partnerships and joint ventures, meeting

exigencies which our Company may face in the ordinary course of business, meeting expenses incurred in the

ordinary course of business and any other purpose as may be approved by the Board or a duly appointed

committee from time to time, subject to compliance with the necessary provisions of the Companies Act. Our

Company’s management, in accordance with the policies of the Board, will have flexibility in utilising any

surplus amounts.

3. Issue Expenses

The total expenses of the Issue are estimated to be approximately ` [●] million. The Issue expenses consist of

underwriting fees, selling commission, fees payable to the BRLMs, legal counsels, Bankers to the Issue

including processing fee to the SCSBs for processing ASBA Bid cum Application Forms procured by the

Syndicate Members and submitted to the SCSBs and Registrar to the Issue, printing and stationery expenses,

advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity

Shares on the Stock Exchanges. The break-up for the Issue expenses is as follows:

Activity Estimated

expenses(1)

(in ` million)

As a % of the

total estimated

Issue expenses(1)

As a % of the total

Issue size(1)

BRLMs fees and commissions (including [] [] []

100

Activity Estimated

expenses(1)

(in ` million)

As a % of the

total estimated

Issue expenses(1)

As a % of the total

Issue size(1)

underwriting commission, brokerage and

selling commission)

Commission/processing fee for SCSBs and

Bankers to the Issue [] [] []

Brokerage and selling commission for

Registered Brokers [] [] []

Registrar to the Issue [] [] []

Other advisors to the Issue [] [] []

Others

- Listing fees, SEBI filing fees, bookbuilding

software fees [] [] []

- Printing and stationary [] [] []

- Advertising and marketing expenses [] [] []

- Miscellaneous [] [] []

Total estimated Issue expenses [] [] [] (1)Amounts will be finalized at the time of filing the Prospectus and on determination of Issue Price and other details.

Interim use of proceeds

Our Company, in accordance with the policies established by the Board from time to time, will have flexibility

to deploy the Net Proceeds. Pending utilization for the purposes described above, our Company will have

significant flexibility to temporarily invest the Net Proceeds in interest/ dividend bearing liquid debt instruments

including investments in debt mutual funds and other financial products, such as principal protected funds,

listed debt instruments, rated debentures or deposits with banks/ other entities. In accordance with section 27 of

the Companies Act, 2013, our Company confirms that it shall not use the Net Proceeds for any investment in

the equity markets.

Bridge Financing Facilities

Our Company has not raised any bridge loans from any bank or financial institution as on the date of the Draft

Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

Monitoring of Utilisation of Funds

Since the proceeds from the Issue are less than ` 5,000 million, in terms of Regulation 16 of the SEBI

Regulations, our Company is not required to appoint a monitoring agency for the purposes of this Issue. Our

Board will monitor the utilisation of the proceeds of the Issue. We will disclose the utilisation of the proceeds of

the Issue under a separate head along with details, for all such proceeds of the Issue that have not been utilised.

We will indicate investments, if any, of unutilised proceeds of the Issue in the balance sheet of our Company for

the relevant fiscal years subsequent to the listing. For further details see the section “Risk Factors – The

deployment of funds for the Objects of the Issue is at the discretion of our Board and the funding plan has not

been appraised by any bank or financial institutions and the use of Net Proceeds is not subject to monitoring by

any independent agency” on page 39.

Pursuant to clause 49 of the Equity Listing Agreement, our Company shall on a quarterly basis disclose to the

Audit Committee of the Board of Directors the uses and applications of the Issue Proceeds. On an annual basis,

our Company shall prepare a statement of funds utilised for purposes other than those stated in this Draft Red

Herring Prospectus and place it before the Audit Committee of the Board of Directors. Such disclosure shall be

made only until such time that all the Issue Proceeds have been utilised in full. The statement shall be certified

by the statutory auditor of our Company. Furthermore, in accordance with clause 43A of the Equity Listing

Agreement, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement including

material deviations, if any, in the utilisation of the proceeds of the Issue from the objects of the Issue as stated

above. This information will also be published in newspapers simultaneously with the interim or annual

financial results, after placing the same before the Audit Committee of the Board of Directors.

101

Variation in Objects

In accordance with Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not vary the

objects of the Issue without our Company being authorised to do so by the Shareholders by way of a special

resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of

such special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the

Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the

newspapers, one in English and one in the vernacular language of the jurisdiction where the Registered Office is

situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such

shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as may be

prescribed by SEBI, in this regard.

Appraising Entity

None of the objects of the Issue for which the Net Proceeds will be utilized have been appraised.

Other Confirmations

No part of the proceeds of the Issue will be paid by us to the Promoters and Promoter Group, Group Companies,

the Directors, associates or Key Management Personnel, except in the normal course of business and in

compliance with applicable law.

102

BASIS FOR ISSUE PRICE

The Issue Price will be determined by our Company in consultation with the BRLMs, on the basis of

assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis

of quantitative and qualitative factors as described below. The face value of the Equity Shares is ` 10 each and

the Issue Price is [●] times the face value at the lower end of the Price Band and [●] times the face value at the

higher end of the Price Band. Investors should also refer to the sections “Our Business”, “Risk Factors” and

“Financial Statements” on pages 145, 17 and 256, respectively, to have an informed view before making an

investment decision.

Qualitative Factors

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India

presence. We focus on pure toll collection projects as well as OMT projects, which involve operation and

maintenance obligations in addition to toll collection on operational roads (including highways) constructed by

third parties. We believe the following are our strengths:

Established and leading player in the toll management industry with proven track record;

Early mover advantage;

Integrated structure with in-house capabilities to undertake most of the activities related to our projects

including traffic study expertise and revenue forecasting capabilities;

Use of advanced technology for toll collection;

Business model which does not involve construction or gestation related risks;

Experienced Promoters and senior management;

Diversified project portfolio across different states in India, with an increasing mix of Long Term

contracts; and

Ability to achieve financial closure for projects.

For further details, see the section “Our Business - Our Strengths” on page 145.

Quantitative Factors

The information presented below relating to our Company is based on the Restated Financial Information

prepared in accordance with Indian GAAP and the Companies Act, 1956 and restated in accordance with the

SEBI Regulations. For details, see the section “Financial Statements” on page 256.

Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:

1. Earnings Per Share (EPS)

As per our Restated Standalone Financial Information:

Year Ended Basic EPS (in `) Diluted EPS (in `) Weight

March 31, 2012 4.30 4.30 1

March 31, 2013 1.65 1.65 2

March 31, 2014 0.43 0.43 3

Weighted Average 1.48 1.48

103

As per our Restated Consolidated Financial Information:

Year Ended Basic EPS (in `) Diluted EPS (in `) Weight

March 31, 2012 -13.08 * 1

March 31, 2013 -6.25 * 2

March 31, 2014 -11.75 -11.75 3

Weighted Average -10.14 NA

*Diluted EPS are not calculated for the years where results would be anti-dilutive

Notes:

Basic and diluted earnings per share are computed in accordance with Accounting Standard 20 'Earnings per Share' notified accounting standard by

Companies (Accounting Standards) Rules, 2006 (as amended).

2. Price/Earning (“P/E”) ratio in relation to Price Band of ` [●] to ` [●] per Equity Share:

Particulars P/E at the lower end of Price

Band (no. of times)

P/E at the higher end of

Price Band (no. of times)

Based on basic EPS as per the Restated

Standalone Financial Information for

FY 2014

[●] [●]

Based on basic EPS as per the Restated

Consolidated Financial Information for

FY 2014

[●] [●]

Based on diluted EPS as per the

Restated Standalone Financial

Information for FY 2014

[●] [●]

Based on diluted EPS as per the

Restated Consolidated Financial

Information for FY 2014

[●] [●]

Industry PE ratio

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-

India presence. We focus on pure toll collection projects as well as OMT projects. There are no listed

entities similar to our line of business and comparable to our scale of operations.

3. Average Return on Net Worth (“RoNW”)

As per Restated Standalone Financial Information:

Particulars RoNW % Weight

Year ended March 31, 2012 9.20% 1

Year ended March 31, 2013 7.73% 2

Year ended March 31, 2014 1.98% 3

Weighted Average 5.10%

As per Restated Consolidated Financial Information:

Particulars RoNW % Weight

Year ended March 31, 2012 -120.62% 1

Year ended March 31, 2013 -372.01% 2

Year ended March 31, 2014 -143.12% 3

Weighted Average -215.67%

104

4. Minimum RoNW after the Issue needed to maintain Pre-Issue basic and diluted EPS for the year

ended March 31, 2014:

Particulars At Floor Price At Cap Price

To maintain pre-Issue basic EPS

Standalone Standalone Financial Information [●]% [●]%

Restated Consolidated Financial Information [●]% [●]%

To maintain pre-Issue diluted EPS

Restated Standalone Financial Information [●]% [●]%

Restated Consolidated Financial Information [●]% [●]%

5. Net Asset Value per Equity Share of face value of ` 10 each

(i) Net asset value per Equity Share as on March 31, 2014 as per Restated Standalone Financial

Information is ` 21.75

(ii) Net asset value per Equity Share as on March 31, 2014 as per Restated Consolidated Financial

Information is ` (8.21)

(iii) After the Issue as per Restated Standalone Financial Information:

a. At the Floor Price: ` [●]

b. At the Cap Price: ` [●]

(iv) After the Issue as per Restated Consolidated Financial Information:

a. At the Floor Price: ` [●]

b. At the Cap Price: ` [●]

(v) Issue Price: ` [●]

6. Comparison with Listed Industry Peers

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India

presence. We focus on pure toll collection projects as well as OMT projects. There are no listed entities similar

to our line of business and comparable to our scale of operations.

The Issue Price of ` [●] has been determined by our Company, in consultation with the BRLMs, on the basis of

assessment of market demand from investors for Equity Shares through the Book Building Process and, is

justified in view of the above qualitative and quantitative parameters. Investors should read the above

mentioned information along with “Risk Factors” and “Financial Statements” on pages 17 and 256,

respectively, to have a more informed view.

105

STATEMENT OF TAX BENEFITS

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS

SHAREHOLDERS

To,

The Board of Directors,

MEP Infrastructure Developers Limited

(Formerly known as MEP Infrastructure Developers Private Limited)

412, Boomerang,

Chandivali Farm Road,

Near Chandivali Studio,

Andheri (East),

Mumbai-400072

India

Sub: Proposed initial public offering of equity shares (the “Issue”) of MEP Infrastructure Developers

Limited (the “Company”)

We report that the enclosed statement, states the possible direct tax benefits available to the Company and to its

shareholders under the Income-tax Act, 1961 and Wealth-tax Act, 1957, presently in force in India. Several of

these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the

relevant provisions of the statute. Hence, the ability of the Company or its shareholders to derive the tax

benefits is dependent upon their fulfilling such conditions, which based on business imperatives the Company

faces in the future, the Company may or may not choose to fulfill.

The benefits discussed in the enclosed annexure are not exhaustive. 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 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. Neither we are suggesting nor advising the investor to invest money based on this

statement.

The amendments in Finance Act 2014 have been incorporated to the extent relevant in the enclosed Annexure.

We do not express any opinion or provide any assurance as to whether:

i) the Company or its shareholders will continue to obtain these benefits in future; or

ii) the conditions prescribed for availing the benefits have been/would be met with.

Our views are based on the existing provisions of law and its interpretations, which are subject to change or

modification by subsequent legislative, regulatory, administrative, or judicial decisions. Any such changes,

which could also be retroactive, could have an effect on the validity of our views stated herein. We assume no

obligation to update this statement on any events subsequent to its issue, which may have a material effect on

the discussions herein.

The Direct Tax Code (proposed to replace the Income Tax Act, 1961 and Wealth Tax Act, 1957) may undergo

changes by the time it is actually introduced and hence, at the moment, it is unclear when will it come into

effect and what effect the proposed Direct Tax Code would have on the Company and the investors. We have

accordingly made no comment on impact of the proposed Direct Tax Code.

Our views expressed herein are based on facts/ assumptions indicated to us, our understanding of the law and

interpretation thereof; and hence are not binding on any authority or court. Accordingly, no assurance is given

that a position contrary to that expressed herein will not be asserted by any authority and ultimately sustained by

an appellate authority or a Court of law.

106

We hereby give consent to include this statement of tax benefits in the draft red herring prospectus, red herring

prospectus, the prospectus and in any other material used in connection with the Issue.

Sincerely,

For B S R and Co

Chartered Accountants

Firm’s Registration No: 128510W

For Parikh Joshi & Kothare

Chartered Accountants

Firm’s Registration 107547W

Vijay Mathur

Partner

Membership No. 046476

Tejas Parikh

Partner

Membership No. 123215

Place: Mumbai

Date: September 15, 2014

107

ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO MEP

INFRASTRUCTURE DEVELOPERS LIMITED AND ITS SHAREHOLDERS

Outlined below are the possible benefits available to MEP Infrastructure Developers Limited (‘the Company’) and

its shareholders under the current direct tax laws in India

A. General benefits to the Company under the Income Tax Act, 1961 (‘the Act’)

The following tax benefits are generally available to the Company, subject to satisfaction of conditions as

prescribed under the Act.

1. Business income

a. Depreciation

Depreciation can be claimed on specified tangible and intangible assets owned and used for the purpose of

business as per provisions of Section 32 of the Act.

b. Unabsorbed depreciation

Unabsorbed depreciation, if any, for an assessment year can be carried forward and set off against any

source of income in subsequent years as per provisions of Section 32 of the Act.

c. Business Expenditure

As per section 37(1) of the Act, any expenditure incurred by the Company for the purpose of business which

are not in the nature of capital or personal are allowable.

As per amendment by Finance (No. 2) Act 2014, any expenditure incurred by the Company on activities

relating to CSR referred to in section 135 of the Companies Act, 2013 shall not be deemed to be an

expenditure incurred for the purpose of business. Accordingly, such expenditure will not be allowed as

deduction.

d. Business losses

Business losses, if any, for an assessment year can be carried forward and set off against business profits for

eight subsequent years.

e. Minimum Alternate Tax (‘MAT’) credit

If the total tax payable as computed under the normal provisions of the Act is less than 18.5 percent of

the book profit as computed under the provisions of section 115JB, tax is payable as MAT at the rate of

18.5 percent (plus applicable surcharge and education cess) on the book profit as computed in

accordance with the provisions of section 115JB of the Act.

As per provisions of Section 115JAA of the Act, credit can be claimed for MAT paid for any assessment

year commencing on or after April 1, 2006 against normal income-tax payable in subsequent assessment

years.

MAT credit is claimable to the extent of difference between the tax payable as per the normal provisions

of the Act and the tax payable under Section 115JB for the assessment year. MAT credit is available for

set-off up to ten years succeeding the assessment year in which the credit arises.

f. Income from investment in units of Mutual funds

As per section 10(35) of the Act, the income received in respect of the units of a Mutual Fund specified

under clause (23D) of section 10 of the Act shall be exempt from tax.

g. Tax holiday under section 80IA of the Act

108

Section 80IA of the Act provides for deduction of 100 percent of the profits for a period of 10

consecutive years, in case of an enterprise engaged in the business of developing or operating and

maintaining or developing, operating and maintaining an infrastructure facility and fulfils the following

conditions:

­ The enterprise is owned by a company registered in India or by a consortium of such companies;

­ It has entered into agreement with the Central Government or a State Government or a local

authority or any other statutory body for developing or operating and maintaining or developing,

operating and maintaining a new infrastructure facility;

­ It has started or starts operating and maintaining the infrastructure facility on or after 1 April 1995.

Infrastructure facility has been inter alia defined to include road including toll road, bridge, rail system,

highway project, water supply project, port, airport, inland waterway etc.

The assessee is eligible to claim the deduction subject to satisfaction of certain conditions as laid down

under section 80 IA of the Act for a period of any ten consecutive assessment years out of fifteen years

from the year in which the assessee develops and begins to operate the infrastructure facility.

In view of the above provisions of the Act, certain agreement entered by subsidiaries of the Company

for operating and maintaining or developing, operating and maintaining an infrastructure are eligible to

claim deduction under section 80-IA of the Act subject to fulfilment of the above stipulated conditions.

2. Dividends

As per section 10(34) of the Act, income by way of dividend referred to in section 115O of the Act

received shall be exempt from tax.

Income received in respect of mutual funds specified under section 10(23D) of the Act shall be exempt

from tax under section 10(35) of the Act, subject to such income not arising from transfer of units in

such mutual funds.

As per the provisions of Section 115BBD of the Act, dividend received from a specified foreign

company (in which the Company has shareholding of 26 percent or more) would be taxable at the

concessional rate of 15 percent on gross basis (plus applicable surcharge and education cess).

3. Tax on distributed profits of domestic companies

As per section 115O of the Act, every domestic company is liable to pay Dividend Distribution Tax

(‘DDT’) on the amount of dividend distributed by it at the rate of 15 percent (plus a surcharge and

education cess and secondary and higher education cess)

As per sub-section (1A) of section 115O, while computing the DDT liability, the amount of dividend

received by the domestic company from its subsidiary shall be reduced from the amount of dividend

distributed / paid by it. This is subject to the condition that the subsidiary company has paid DDT on the

dividend distributed by it. Further, the same amount of dividend shall not be taken into account for

reduction more than once.

As per sub-section (1B), inserted by Finance (No.2) Act 2014 for the purpose of computing DDT, the

amount of dividend must be grossed up at the rate of 15 percent for applying DDT.

In addition, as per amendment made by Finance Act, 2013 with effect from 1 June 2013, dividend

received from specified foreign subsidiary company shall also be eligible for set off against dividend

distributed by the Indian company while computing its DDT liability.

4. Capital gains

a. Taxability of capital gains

Profits and gains from transfer of capital assets are chargeable to capital gains tax.

Capital assets may be categorized into short term capital assets and long term capital assets based on

their nature and period of holding.

109

Listed securities or units of UTI or zero coupon bonds are considered as long term capital assets if they

are held for period exceeding 12 months. These assets are short term capital assets if held for 12 months

or less.

As per amendment by Finance (No. 2) Act 2014, units of equity oriented mutual funds shall be

considered as long term capital asset if held for period exceeding 12 months.

As per amendment by Finance Act 2014, unlisted shares or units of Mutual funds specified under

section 10(23D) of the Act are to be considered as long term capital assets if they are held for period

exceeding 36 months. These assets shall be regarded short term capital assets if held for 36 months or

less.

Assets, other than those mentioned above, are considered as long term capital assets, if they are held for

more than 36 months, otherwise they are treated as Short term capital assets.

Capital gains arising on transfer of long term capital assets are considered as “Long Term Capital

Gains”. Capital gains arising on transfer of short term capital assets are considered as “Short Term

Capital Gains”

As per provisions of section 47(xvii) of the Act inserted by Finance (No. 2) Act 2014, any transfer of

shares of a Special Purpose Vehicle (‘SPV’) to a business trust in exchange of units allotted by that trust

to the transferor is exempt from Capital Gains Tax.

As per provisions of section 56(2)(ix) inserted by Finance (No. 2) Act 2014, advance received and

forfeited in relation to a transfer of capital asset shall be taxable under the head ‘Income from Other

Sources’ and shall not be reduced from the cost of written down value or the fair market value, as the

case may be, in computing the cost of acquisition of such capital asset.

Long Term Capital Gains (‘LTCG’)

­ LTCG arising on transfer of equity shares of a company or units of an equity oriented fund [which

has been set up under a scheme of a mutual fund specified under Section 10(23D)] is exempt from

tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to

securities transaction tax (STT) and subject to fulfillment of conditions specified in that section.

­ As per amendment by Finance (No. 2) Act 2014, LTCG arising on transfer of unit of business trust

is also exempt as per provisions of section 10(38) of the Act, provided the transaction is

chargeable to STT and subject to fulfilment of conditions specified in that section.

­ Income by way of LTCG, which is exempt under Section 10(38) of the Act, shall be taken into

account while determining book profits in accordance with provisions of Section 115JB of the

Act.

­ As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than

bonds and debentures (excluding capital indexed bonds issued by the Government) and

depreciable assets, is to be computed by deducting the indexed cost of acquisition and indexed

cost of improvement from the full value of consideration.

­ As per provisions of Section 112(1) of the Act, LTCG which are not exempt under Section 10(38)

of the Act are subject to tax at the rate of 20 percent (plus applicable surcharge and education

cess). However, as per the proviso to section 112(1) of the Act as amended by the Finance (No. 2)

Act 2014, if the tax on LTCG resulting on transfer of listed securities (other than a unit) or zero

coupon bond, calculated at the rate of 20 percent with indexation benefit exceeds the tax on LTCG

computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to

tax at concessional rate of 10 percent (plus applicable surcharge and education cess).As per

provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a

year is allowed to be set-off only against long term capital gains. Balance loss, if any, can be

carried forward and set-off only against long term capital gains arising during subsequent eight

assessment years.

Short Term Capital Gains (‘STCG)

­ As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of

equity oriented mutual fund are subject to tax at the rate of 15 percent (plus applicable surcharge

110

and education cess) provided the transaction is chargeable to STT. No deduction under Chapter

VIA is allowed from such income.

­ As per amendment by Finance (No. 2) Act 2014, STCG arising on sale of unit of business trust are

also subject to tax at the rate of 15 percent (plus applicable surcharge and education cess) provided

the transaction is chargeable to STT. No deduction under Chapter VIA is allowed from such

income. Further, STCG arising from transfer of units of business trust which were acquired in

consideration of a transfer as referred to in the section 47(xvii) of the Act, shall not be eligible for

the concessional rate of 15 percent as per section 111A of the Act.

­ STCG arising on sale of equity shares or units of equity oriented mutual fund where such

transaction is not chargeable to STT shall be taxable at the rate of 30 percent (plus applicable

surcharge and education cess).

­ STCG arising on any asset not specified above shall be taxable at 30 percent (plus applicable

surcharge and education cess).

­ As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising

during a year is allowed to be set-off against short - term as well as long term capital gains.

Balance loss, if any, can be carried forward and set-off against capital gains whether long term or

short term arising during subsequent eight assessment years.

b. Exemption of capital gains from income tax

Under Section 54EC of the Act, capital gains arising from transfer of long term capital assets

[other than those exempt u/s 10(38)] shall be exempt from tax, subject to the conditions and to the

extent specified therein, if the capital gain is invested within a period of six months from the date

of transfer in bonds redeemable after three years and issued by -:

­ National Highway Authority of India (NHAI) constituted under Section 3 of National Highway

Authority of India Act, 1988; and

­ Rural Electrification Corporation Limited (REC), a company formed and registered under the

Companies Act, 1956.

Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis.

As per amendment by Finance (No. 2) Act 2014, the investment in the aforesaid bonds during the

financial year in which the original asset or assets are transferred and in the subsequent financial

year cannot exceed Rs 5,000,000.

Where the new bonds acquired and exempt under section 54EC of the Act are transferred or

converted into money within three years from the date of their acquisition, the amount so exempted

shall be taxable as capital gains in the year of transfer / conversion.

The characterization of the gain / losses, arising from sale / transfer of shares as business income or

capital gains would depend on the nature of holding and various other factors.

c. Securities Transaction Tax (‘STT’)

As per provisions of section 36(1)(xv) of the Act, STT paid in respect of taxable securities

transactions entered into in the course of business is allowed as a deduction if the income arising

from such taxable securities transactions is included in the income computed under the head ‘Profit

and gains of business or profession’. Where such deduction is claimed, no further deduction in

respect of the said amount is allowed while determining the income chargeable to tax as capital

gains.

B. Benefits to the members / shareholders of the Company under the Act

Resident members/shareholder

a. Dividends exempt under section 10(34) of the Act

Under section 10(34) of the Act, income earned by way of dividend (interim or final) from a

domestic company referred to in section 115O of the Act is exempt from income tax in the hands

of the shareholders.

111

b. Capital gains

i. Taxability of capital gains

Profits and gains from transfer of capital assets are chargeable to capital gains tax.

Capital assets may be categorized into short term capital assets and long term capital assets based

on their nature and period of holding.

Listed securities or units of UTI or zero coupon bonds are considered as long term capital assets if

they are held for period exceeding 12 months. These assets are short term capital assets if held for

12 months or less.

As per amendment by Finance (No. 2) Act 2014, units of an equity oriented mutual funds shall be

considered as long term capital asset if held for period exceeding 12 months.

As per amendment by Finance (No. 2) Act 2014, unlisted shares or units of Mutual funds specified

under section 10(23D) of the Act are to be considered as long term capital assets if they are held

for period exceeding 36 months. These assets shall be regarded as short term capital assets if held

for 36 months or less.

Assets, other than those mentioned above, are considered as long term capital assets, if they are

held for more than 36 months, otherwise they are treated as Short term capital assets.

Capital gains arising on transfer of long term capital assets are considered as “Long Term Capital

Gains”. Capital gains arising on transfer of short term capital assets are considered as “Short Term

Capital Gains”,

As per provisions of section 47(xvii) of the Act inserted by Finance (No. 2) Act 2014, any transfer

of shares of a Special Purpose Vehicle (‘SPV’) to a business trust in exchange of units allotted by

that trust to the transferor is exempt from Capital Gains Tax.

As per provisions of section 56(2)(ix) inserted by Finance (No. 2) Act 2014, advance received and

forfeited in relation to a transfer of capital asset shall be taxable under the head ‘Income from Other

Sources’ and shall not be reduced from the cost of written down value or the fair market value, as

the case may be, in computing the cost of acquisition of such capital asset.

Long Term Capital Gains (‘LTCG’)

­ LTCG arising on transfer of equity shares of a company or units of an equity oriented fund [which

has been set up under a scheme of a mutual fund specified under Section 10(23D)] is exempt from

tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to

securities transaction tax (STT) and subject to fulfillment of conditions specified in that section.

­ As per amendment by Finance (No. 2) Act 2014, LTCG arising on transfer of unit of business trust

is also exempt as per provisions of section 10(38) of the Act, provided the transaction is

chargeable to STT and subject to fulfilment of conditions specified in that section.

­ Income by way of LTCG, which is exempt under Section 10(38) of the Act, shall be taken into

account while determining book profits in accordance with provisions of Section 115JB of the

Act.

­ As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than

bonds and debentures (excluding capital indexed bonds issued by the Government) and

depreciable assets, is to be computed by deducting the indexed cost of acquisition and indexed

cost of improvement from the full value of consideration.

­ As per provisions of Section 112(1) of the Act, LTCG which are not exempt under Section 10(38)

of the Act are subject to tax at the rate of 20 percent (plus applicable surcharge and education

cess). However, as per the proviso to section 112(1) of the Act as amended by the Finance (No.2 )

Act 2014, if the tax on LTCG resulting on transfer of listed securities (other than a unit) or zero

coupon bond, calculated at the rate of 20 percent with indexation benefit exceeds the tax on LTCG

computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to

tax at concessional rate of 10 percent (plus applicable surcharge and education cess).As per

provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a

year is allowed to be set-off only against long term capital gains. Balance loss, if any, can be

112

carried forward and set-off only against long term capital gains arising during subsequent eight

assessment years.

Short Term Capital Gains (‘STCG)

­ As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of

equity oriented mutual fund are subject to tax at the rate of 15 percent (plus applicable

surcharge and education cess) provided the transaction is chargeable to STT. No deduction

under Chapter VIA is allowed from such income.

­ As per amendment by Finance (No. 2) Act 2014, STCG arising on sale of unit of business trust

are also subject to tax at the rate of 15 percent (plus applicable surcharge and education cess)

provided the transaction is chargeable to STT. No deduction under Chapter VIA is allowed

from such income. Further, STCG arising on transfer of units of business trust which were

acquired in consideration of a transfer as referred to in the section 47(xvii) of the Act, shall not

be eligible for the concessional rate of 15 percent as per section 111A of the Act. STCG arising

on sale of equity shares or units of equity oriented mutual fund where such transaction is not

chargeable to STT shall be taxable at progressive slab rate (plus applicable surcharge and

education cess).

­ STCG, arising on any asset not specified above shall be taxable at 30 percent (plus applicable

surcharge and education cess)

­ As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising

during a year is allowed to be set-off against short term as well as long - term capital gains.

Balance loss, if any, can be carried forward and set-off against capital gains whether long term

or short term arising during subsequent eight assessment years.

ii. Exemption of capital gains arising from income tax

As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset

are exempt from capital gains tax if such capital gains is invested within a period of six months

after the date of such transfer in specified bonds issued by NHAI and REC and subject to the

conditions specified therein.

Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis.

As per amendment by Finance (No. 2) Act 2014, the investment in the aforesaid bonds during the

financial year in which the original asset or assets are transferred and in the subsequent financial

year cannot exceed Rs 5,000,000.

Where the new bonds acquired and exempt under section 54EC of the Act are transferred or

converted into money within three years from the date of their acquisition, the amount so exempted

shall be taxable as capital gains in the year of transfer / conversion.

The characterization of the gain / losses, arising from sale / transfer of shares as business income or

capital gains would depend on the nature of holding and various other factors.

In addition to the same, some benefits are also available to a resident shareholder being an

individual or Hindu Undivided Family (‘HUF’).

As per provisions of Section 54F of the Act as amended by the Finance (No. 2) Act 2014, LTCG

arising from transfer of shares shall be exempt from tax if the net consideration from such transfer

is utilized within a period of one year before, or two years after the date of transfer, for purchase of

one new residential house in India, or for construction of one residential house in India within three

years from the date of transfer and subject to conditions and to the extent specified therein.

As per provisions of Section 56(2)(vii), (viia) of the Act and subject to exception provided in

respective proviso therein, where an individual or HUF, a firm or company (not being a company

in which public are substantially interested) receives shares and securities without consideration or

for a consideration which is less than the aggregate fair market value of the shares and securities by

an amount exceeding fifty thousand rupees, the excess of fair market value of such shares and

securities over the said consideration is chargeable to tax under the head ‘income from other

sources’.

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Non-resident members/shareholders

a. Dividends exempt under section 10(34) of the Act

Under section 10(34) of the Act, income earned by way of dividend (interim or final) from a

domestic company referred to in section 115O of the Act is exempt from income tax in the hands

of the shareholders.

b. Capital gains

The benefits available to resident shareholders are also available to non-resident shareholders

except in case of taxability of long term capitals gains, other than capital gains exempt under

section 10(38) of the Act.

As per the provisions of section 112(1)(c) of the Act, long term capital gains arising in the hands of

a non-resident shall be chargeable to tax as follows

­ Long terms capital gains arising from transfer of unlisted securities shall be taxable at

the rate of 10 percent (plus applicable surcharge and education cess), without

indexation and without giving effect to the first proviso to section 48

­ In other cases, capital gains shall be taxable at the rate of 20 percent (plus applicable

surcharge and education cess)

As per the first proviso to section 48 of the Act, in case of non-residents, who have made

investments in shares of an Indian company in foreign currency, capital gains shall be computed in

the same foreign currency in which shares were originally acquired by the non-resident. The rates

of exchange that need to be adopted for the purposes of currency conversion are also prescribed

under the Act. However, in such case, no Inflation linked adjustment (indexation) shall be made to

the “cost of acquisition” and “cost of improvement” of the shares purchased in foreign currency.

c. Beneficial rate of withholding on payment of interest to non-residents

As per provisions of section 194LC as amended by the Finance (No. 2) Act 2014, concessional rate

of withholding tax at 5 percent would apply on interest paid by an Indian company on monies

borrowed by the Indian company in foreign currency from a source outside India:

­ under a loan agreement in respect of monies borrowed by it at any time on or after the

1 July 2012 but before 1 July 2017; or

­ by way of issue of long-term infrastructure bonds at any time on or after 1 July 2012

but before 1 October 2014; or

­ by way of issue of any long-term bond including long-term infrastructure bond at any

time on or after 1 October 2014 but before 1 July 2017,

d. Tax treaty benefits

As per provisions of Section 90 (2) of the Act, non-resident shareholders can opt to be taxed in

India as per the provisions of the Act or the double taxation avoidance agreement entered into by

the Government of India with the country of residence of the non-resident shareholder, whichever

is more beneficial. It needs to be noted that a non-resident is required to hold a valid tax residency

certificate and provide necessary additional information as may be prescribed to claim benefits

under the applicable tax treaty.

e. Special scheme for Non-Resident Indian (‘NRI) where shares have been subscribed in convertible

foreign exchange - Option of taxation under Chapter XII-A of the Act:

­ NRI means a citizen of India or a person of Indian origin who is not a resident. A person is

deemed to be of Indian origin if he, or either of his parents or any of his grandparents, were

born in undivided India. NRI being shareholders of an Indian company, have the option under

section 115I of the Act, of being governed by the provisions of Chapter XII-A of the Act,

which inter-alia entitles them to the following benefits in respect of income from shares of an

Indian company acquired, purchased or subscribed to in convertible foreign exchange.

114

­ As per provisions of Section 115E of the Act, LTCG arising to a NRI from transfer of specified

foreign exchange assets being shares of an Indian company which are acquired / purchased /

subscribed by NRI in convertible foreign exchange shall be taxable at the rate of 10 percent

(plus applicable surcharge and education cess).

­ As per provisions of Section 115E of the Act, income (other than dividend which is exempt

under Section 10(34)) from investments and LTCG (other than gain exempt under Section

10(38)) from assets (other than specified foreign exchange assets) arising to a NRI shall be

taxable at the rate of 20 percent (plus applicable surcharge and education cess). No deduction

is allowed from such income in respect of any expenditure or allowance or deductions under

Chapter VI-A of the Act.

­ As per provisions of Section 115F of the Act, LTCG arising to a NRI on transfer of a foreign

exchange asset is exempt from tax if the net consideration from such transfer is invested in the

specified assets or savings certificates within six months from the date of such transfer, subject

to the extent and conditions specified in that section.

­ As per provisions of Section 115G of the Act, where the total income of a NRI consists only of

income / LTCG from such foreign exchange asset / specified asset and tax thereon has been

deducted at source in accordance with the Act, the NRI is not required to file a return of

income.

C. Benefits available to Foreign Institutional Investors (‘FIIs’) under the Act

a. Dividends exempt under section 10(34) of the Act

Under section 10(34) of the Act, income earned by way of dividend (interim or final) from a

domestic company referred to in section 115O of the Act is exempt from income tax in the hands

of the shareholders.

b. Characterization of income in case of FIIs

As per amendment by the Finance (No. 2) Act 2014, under section 2(14) of the Act, any

securities held by FII in accordance with the regulations made under the Securities and Exchange

Board of Income Act, 1992 would be treated as capital asset and any income arising on transfer

of such security would be in the nature of capital gain.

c. Long term capital gains exempt under section 10(38) of the Act

LTCG arising on sale of equity shares of a company subjected to STT is exempt from tax as per

provisions of Section 10(38) of the Act.

d. Capital gains

As per provisions of Section 115AD of the Act, income (other than income by way of dividends

referred to Section 115-O) received in respect of securities (other than units referred to in

Section 115AB) shall be taxable at the rate of 20 percent (plus applicable surcharge and

education cess). No deduction is allowed from such income in respect of any expenditure or

allowance or deductions under Chapter VI-A of the Act.

As per provisions of Section 115AD of the Act, capital gains arising from transfer of securities

shall be taxable as follows:

Nature of income Rate of Tax ( percent)

LTCG on securities not subjected to STT 10

STCG on securities subjected to STT 15

STCG on securities not subjected to STT 30

115

For corporate FIIs, the tax rates mentioned above stands increased by applicable surcharge and

education cess. The benefit of exemption under Section 54EC of the Act mentioned above in case

of the Company is also available to FIIs.

e. Tax Treaty benefits

As per provisions of Section 90(2) of the Act, FIIs can opt to be taxed in India as per the provisions

of the Act or the Double Taxation Avoidance Agreement (Tax Treaty) between India and the

country of residence of the FII, whichever is more beneficial. It needs to be noted that a non-

resident is required to hold a valid tax residency certificate and provide necessary additional

information as may be prescribed to claim benefits under the applicable tax treaty.

f. Withholding tax

As per sub-section (2) of section 196D, no tax is to be deducted by the payer in respect of any

income, by way of capital gains arising from transfer of securities payable to FII’s

As per section 194LD of the Act, tax is to be deducted by the payer at 5 percent in respect of

interest paid to FIIs, if the interest is paid between 1 June 2013 to 1 June 2015 in respect of

investment made by FIIs in a rupee denominated bond of an Indian company or a government

security.

In respect of non-residents, the tax rates and consequent taxation mentioned above will be further

subject to any benefits available under the Tax Treaty, if any, between India and the country in

which the FII has fiscal domicile.

D. Benefits available to Mutual Funds under the Act

a. Dividend income

Dividend income, if any, from the investment of mutual funds in shares of a domestic Company

will be exempt from tax under section 10(34) read with section 115O of the Act.

As per provisions of Section 10(23D) of the Act, any income of mutual funds registered under the

Securities and Exchange Board of India, Act, 1992 or Regulations made there under, mutual funds

set up by public sector banks or public financial institutions and mutual funds authorized by the

Reserve Bank of India, is exempt from income-tax, subject to the prescribed conditions.

E. Wealth Tax Act, 1957

Wealth tax is chargeable on prescribed assets. As per provisions of Section 2(m) of the Wealth Tax

Act, 1957, debts owed in relation to the assets which are chargeable to wealth tax can be reduced

while determining the net taxable wealth.

Shares in a company, held by a shareholder are not treated as an asset within the meaning of

Section 2(ea) of the Wealth Tax Act, 1957 and hence, wealth tax is not applicable on shares held in

a company.

Note:

1. All the above benefits are as per the current tax laws and will be available only to the sole / first name

holder where the shares are held by joint holders. Accordingly, any change or amendment in the

laws/regulation, including provisions of proposed Direct Tax Code, which when implemented would

impact the same.

2. The general tax benefits are subject to several conditions and eligibility criteria which need to be

examined for precise tax implications.

3. The above statement of possible direct tax benefits sets out the provisions of law in 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.

116

4. In respect of non-residents, the tax rates and the consequent taxation mentioned above will be further

subject to any benefits available under the relevant Double Taxation Avoidance Agreement, if any,

between India and the country in which the non-resident has fiscal domicile.

5. In view of the individual nature of tax consequences, investors are advised to consult their tax advisors

with respect to specific tax implications arising out of their participation in the issue.

117

SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless noted otherwise, the information in this section is derived from the “Assessment of Operate-Maintain-

Transfer (OMT) and Toll Collection Market for Road Projects in India”(Report) dated June, 2014, by CRISIL

Limited (CRISIL Research).

CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this

Report based on the information obtained by CRISIL from sources which it considers reliable (Data). However,

CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible

for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a

recommendation to invest / disinvest in any company covered in the Report. CRISIL especially states that it has

no financial liability whatsoever to the subscribers/ users/ transmitters/ distributors of this Report. CRISIL

Research operates independently of, and does not have access to information obtained by CRISIL’s Ratings

Division / CRISIL Risk and Infrastructure Solutions Limited (CRIS), which may, in their regular operations,

obtain information of a confidential nature. The views expressed in its Report are that of CRISIL Research and

not of CRISIL’s Ratings Division / CRIS. No part of this Report may be published / reproduced in any form

without CRISIL’s prior written approval.

Overview of the Indian Economy

From 2003-04 to 2013-14, real GDP of India increased at a CAGR of 7.5 per cent to Rs 57 trillion in 2013-14

from Rs 28 trillion in 2003-04. The services sector continued to be the largest contributor to the country’s GDP

at 60 per cent in 2013-14, while the share of agriculture & allied services and industry was 14 per cent and 26

per cent, respectively. India’s GDP growth hit a decadal low in 2012-13, at 4.5 per cent on account of poor

performance of manufacturing, agriculture and services sectors. The performance stabilized at those levels in

2013-14 with an uptick to clock 4.7 per cent.

The agriculture sector grew at a faster rate of about 4.0 per cent in 2013-14 compared to 1.4 per cent in

the previous year due to better monsoons

Services sector continued its stable performance with 6.5 per cent growth in 2013-14 as against 6.2 per

cent in the previous fiscal

Q1FY15 GDP grew by 5.7 per cent ; agriculture sector grew by 3.8 per cent; industrial sector grew by

4.2 per cent and services sector grew by 6.8 per cent (Source: Central Statistical Office)

Real GDP growth in India

Note: World GDP growth calculation is based on calendar year while that of India is on the basis of financial

year

Source: Central Statistical Organisation, CRISIL Research

118

World GDP growth averaged 2.9 per cent for the past five years and increased by about 3.0 per cent in 2013.

The growth was largely led by emerging markets and developing economies, which grew at 4.7 per cent in

2013. India’s GDP growth has outpaced the growth of world GDP primarily driven by strong domestic demand

and better investment climate.

Forex Reserves and WPI in India

Source: RBI, Ministry of Commerce and Industry, CRISIL Research

India’s forex reserves increased to USD 303.7 billion in 2013-14 from USD 199.2 billion in 2006-07,

registering a CAGR of about 6.2 per cent. WPI inflation, after remaining persistently high during 2010-11 and

2011-12, has shown signs of moderation since December 2011 and currently stands at 6 per cent for 2013-14.

Increase in Urbanisation and Consumption

The population of India registered an annual growth of 1.6 per cent from 2001 to 2011 and decadal growth of

about 18 per cent. Urban population as of 2011 was 377 million, an annual growth of 2.8 per cent and rural

population stood at 833 million at an annual growth rate of 1.1 per cent. Urbanisation levels have increased

from 28 per cent in 2001 to about 31 per cent in 2011.

The consumption expenditure in India grew to Rs 41.3 trillion in 2012-13 from Rs 20.1 trillion in 2001-02,

registering an coumpounded annual growth rate of about 6.8 per cent.

Consumption expenditure growth

Note: * CSO Provisional estimates

Source: Census, CRISIL Research

119

Investments in the Indian Infrastructure Sector

Infrastructure investments envisaged in XII five year plan (2012-2017) increase by 2.6 times to Rs 51.5 trillion

The policies of the Indian government seek to encourage investments in the domestic infrastructure from both

local and foreign private players. FDI inflows in construction (infrastructure) activities from April 2000 to June

2013 stood at USD 2,198.77 million according to Department of Industrial Policy and Promotion (DIPP). In

order to increase FDI inflows to further boost investments and to enhance infrastructure, the Indian Government

has introduced significant policy reforms. Infrastructure industry includes roads, power, railways, urban

infrastructure, irrigation and others. Road sector is one of the key contributors in the overall investments

undertaken in the infrastructure industry.

In the Eleventh five year plan (i.e. 2007-08 to 2011-12), the actual investments in the infrastructure sector

reached Rs 19.5 trillion as against budgeted investment of Rs 20.6 trillion (95 per cent achievement level). The

key drivers were increased focus of central government on improving the infrastructure, in lieu of which several

programmes were undertaken by the government. The construction spend on infrastructure projects is expected

to amount to Rs 51.5 trillion over the next five years from the current level of Rs 19.5 trillion (actual

investments), with 47 per cent contribution by private participation and 53 per cent by the central and state

governments. Within Infrastructure, Electricity is estimated to be the largest contributor, followed by Roads and

Telecommunications.

Construction spends in infrastructure segment (XI and XII five year plan)

Others include irrigation, water supply and sanitation, storage, oil and gas pipelines

Source: High level committee on Financing Infrastructure, CRISIL Research

Key proposals of the Union Budget 2014-15 and initiatives taken for infrastructure development

Roads: ` 143.89 billion provided towards PMGSY, and ` 378.8 billion for national highways (NHAI)

and state roads. Also, ` 5 billion shall be set aside by NHAI for project preparation for select

expressways in parallel to the development of industrial corridors. (Source: FY14-15 Union Budget

Speech made by the Finance Minister in front of Parliament on July 10, 2014)

Urban infra & irrigation: ` 70.6 billion for developing smart cities, ` 36 billion under National Rural

Drinking Water Programme, ` 10 billion for a new irrigation scheme, namely, Pradhan Mantri Krishi

Sinchayee Yojana, ` 20.37 billion for cleaning up of River Ganga and ` 1 billion viability gap funding

for metro rail projects in Lucknow and Ahmedabad. (Source: FY14-15 Union Budget Speech)

120

Railways: Plan to introduce bullet train on the Mumbai-Ahmedabad sector, a diamond quadrilateral for

high speed trains, and exploring foreign direct investment in railway projects. (Source: FY14-15

Railway Budget, Indian Railways)

Ports: Sixteen new port projects to be awarded this year, development of inland waterway project, and

special economic zones at Kandla and JNPT ports. (Source: FY14-15 Union Budget Speech)

Corpus for Pooled Municipal Debt Obligation Facility has been increased by 10 fold to fund urban

infrastructure projects. (Source: FY14-15 Union Budget Speech)

Other measures: Proposal to set up an institution called ‘3P India’ with a corpus of ` 5 billion to ensure

quick dispute redressal for PPP projects. (Source: FY14-15 Union Budget Speech)

Roads

The investments in roads in the XI five year plan were Rs 3.6 trillion (115 per cent of the budget estimates) as

against the envisaged investment of Rs 3.1 trillion. Roads investment accounted for about 19 per cent of the

overall infrastructure investments during the same period. It was largely driven by the government’s thrust to

the sector, by encouraging PPP, speedy implementation of NHDP and the recent changes in the amenable policy

environment. The continued thrust on improving rural roads and state roads network by the various state

governments have also supported the growth. Investments in roads is expected to increase to Rs 9.2 trillion in

XII five year plan as against Rs 3.1 trillion (actual) in XI five year plan (2.9 times increase).

Overview of the Road Sector in India

India has the second largest road network in the world, aggregating 4.7 million km; however quality of roads

has not been at par with others. In terms of quality, only half of India’s road network is surfaced.

Global comparison of road infrastructure

121

Source: World Road Statistics(2008), CRISIL Research

Roads constitute the most common mode of transportation and account for about 85 per cent of passenger

traffic and around 60 per cent of the freight traffic in the country. In India, National Highways, with a length

close to 79,000 km, constitute a mere 2 per cent of the road network but carry about 40 per cent of the total road

traffic. On the other hand, state roads and major district roads are the secondary system of road that carry

another 60 per cent of traffic and account for 98 per cent of road length.

In the decreasing order of the volume of traffic movement, road network in India can be divided into the

following categories:

Road network in India as in 2012-13

Source: CRISIL Research

National Highways

Over the last decade, the overall National Highways length (completed) has increased from around 500 km in

2001-02 to the current levels of 22,277 km (as of March 31, 2014). In the last four years, the overall

implementation levels have increased from 2,485 km in 2008-09 to 3,350 km in 2012-13.

Summary of investments in National Highways

Source: CRISIL Research

During 2008-09 to 2012-13, investments on National Highways have registered a CAGR of about 16.2 per cent

and increased to Rs 295 billion in 2012-13 from Rs 162 billion in 2008-09.

Awarding of National Highway projects have picked up pace from 2008-09 onwards wherein it was 1,872 km

to about 7,283 km in 2011-12, increasing at a CAGR of about 57 per cent primarily driven by increasing

projects awarded on BOT basis (post introduction of MCA agreement). However, it dipped significantly to a

low of 1,933 km in 2012-13, impacted by the weak financial position of players, delays in project clearances

and low estimated traffic density for many stretches on offer. Length constructed/upgraded has increased to

3,350 km in 2012-13 from that of 2,458 km in 2008-09, increasing at a CAGR of 8 per cent.

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Year wise break up of total length awarded Length upgraded / constructed

Source: CRISIL Research

Government has in the past undertaken several initiatives for developing National Highways. Development of

NHDP programme, providing for viability gap funding, introduction of PPP model etc. are a few of the major

initiatives.

Key factors driving growth of investment in roads and highways

Economic growth: Freight traffic has grown at a CAGR of 6.8 per cent from 2008-09 to 2013-14 in

line with the economic growth of 6.7 per cent during the same period. Freight traffic (in BTKM)

growth is set to revive to 5-7 per cent in 2014-15, up from the 3.5 per cent growth seen in 2013-14,

following an expected improvement in the macroeconomic environment. Roads continue to dominate

freight traffic with its share in overall freight movement rising steadily to 63 per cent in 2013-14 from

58 per cent in 2008-09 due to healthy growth in non-bulk traffic and capacity constraints in railways.

Moderate growth in GDP, Freight demand

Source: CRISIL Research

Road freight traffic gaining preference: Capacity constraints in the railways had led to the share of

roads in the primary freight pie increasing from an estimated 58 per cent (in BTKM) in 2008-09 to

around 63 per cent in 2013-14. Road freight transport augmented at 8.5 per cent CAGR during 2008-

09 to 2013-14 as against a 6.8 per cent CAGR in overall primary freight traffic. From 2012-13 to 2017-

18, road freight traffic is expected to expand by 7-9 per cent CAGR, which is higher than the growth in

overall primary freight demand. Growth in road freight traffic will be largely driven by growth in non-

bulk traffic and development of road infrastructure. Roads remain the preferred mode of transport for

non-bulk traffic.

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Proportion of freight traffic across modes of transport

FY09E FY14E

Note: E – Estimates

Source: CRISIL Research

Increasing vehicular and passenger traffic: Growth in vehicular and passenger traffic have both

outpaced increase in total road network in the past.While number of vehicles increased at around 10.3

per cent between 2001 and 2008, passengers travelling by road increased at 6.4 per cent CAGR. On the

other hand, the total road network increased at just 2.6 per cent during the same period. This increase

in vehicular and passenger traffic is expected to put pressure on existing road network and hence

necessitating road development. Since 1950-51, the passenger traffic for railways has come down from

85 per cent to 23 per cent while passenger traffic for roads has consistently grown from 29 per cent to

77 per cent for the same period.

Passenger traffic: Roads vs Railways

Source: Working Group Report on Road Transport for Eleventh Five-Year Plan, CRISIL Research

Vehicular growth which was robust till 2011-12 has tapered in past two years

Domestic passenger car sales increased from 1.22 million units in 2008-09 to 1.78 million units in

2013-14 at a CAGR of 7.9 per cent. From 1.22 million units in 2008-09, the domestic passenger car

sales increased at a CAGR of 18.5 per cent to 2 million in 2011-12. However, from 2011-12 to 2013-

14, domestic passenger car sales has seen a degrowth of 6.6 per cent primarily due to increased

macroeconomic uncertainty, weak consumer sentiments, lower disposable incomes due to high

inflation, rigidity in auto lending rates and high petrol prices.

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Commercial vehicles showed robust growth at a CAGR of 28 per cent from 385,000 units in 2008-09

to 809,000 units in 2011-12. However just like the domestic passenger car sales, commercial vehicle

sales too showed a degrowth from 2011-12 to 2013-14 (at a CAGR of 13 per cent).

Increasing government thrust: There are various initiatives that have been undertaken by the

Government of India (GoI) namely Highway Development Programme (NHDP), Pradhan Mantri

Gram Sadak Yojna (PMGSY) and Central Road Fund Act (2000), and other initiatives like viability

gap funding, tax benefit etc.

Increased private participation: Model Concession Agreement governing the private participation in

road sector got amended in August 2009, as a result of which investment in roads has become

favourable for the private sector, hence resulting in private sector share to increase to about 26 per cent

of the overall funding pie.

Policy initiatives undertaken by the government

NHDP: The NHDP encompasses building, upgradation, rehabilitation and broadening of existing

National Highways. The programme is executed by the National Highways Authority of India (NHAI),

in coordination with the Public Works Department (PWD) of the various states. The NHAI also

collaborates with the Border Roads Organisation (BRO) for development of certain stretches.

PPP: PPP is expected to be the preferred mode for execution of future phases of NHDP. The

government has devised appropriate policy mechanisms to encourage private sector participation in the

sector.

VGF (Viability Gap Funding): The government will provide grants or viability gap funding (VGF) in

the case of BOT-toll projects that are not financially viable.

Diversification of funding by introduction of CRF: Central Road Fund is a dedicated fund created

by the central government from collection of cess on petrol and diesel. For 2012-13, an allocation of

Rs 194 billion has been earmarked under CRF.

Finance Ministry has suggested to banks to consider 80 per cent of land acquisition while granting

disbursements instead of the current 100 per cent norms.

PPP loans secured status: As per recent RBI directive, loans for PPP projects can be considered as

‘secured’ subject to fulfilment of certain conditions like escrow for toll, right of substitution for

lenders, compulsory buyout by project authority in case of termination by lenders etc.

As per the Environment Ministry notification issued in August 2013, highway development projects

involving widening of roads, which are up to 100 km, need not take environment clearance.

Current Status and Overview of NHDP

The NHDP encompasses building, up gradation, rehabilitation and broadening of existing National Highways.

The programme is executed by the National Highways Authority of India (NHAI), in coordination with the

Public Works Department (PWD) of the various states. NHAI also collaborates with the Border Roads

Organisation (BRO) for development of certain stretches. The NHDP is being implemented in seven phases.

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NHDP Phases

Source: CRISIL Research

Out of the total length of 50,230 km under NHDP, about 44 per cent has been completed as on March 31, 2014.

About 24 per cent of the total length is currently under implementation and the rest is yet to be awarded. The

total cost incurred on NHDP projects stands at Rs 2,139 billion, as of January 31, 2014.

NHDP Status (as on March 31, 2014)

*Cost as on January 31, 2014

Note: For the purpose of analysis, the entire length of the North South & East West (NSEW) corridor has been

taken under Phase II and the entire length of Port Connectivity and Others National Highways along with the

Golden Quadrilateral has been taken under Phase I.

Source: NHAI, CRISIL Research

Financing of National Highways

Road projects in India have largely been financed through public funds. State and rural roads are mainly funded

by the government, while there is significant private sector participation in national highway projects.

Funding of NHDP is done by NHAI through:

Government budgetary support

Dedicated accruals under Central Road Fund (CRF)

Multilateral agency borrowings or lending by international institutions: World Bank, Asian

Development Bank (ADB), JBIC

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Private financing under PPP

Market borrowings in the form of NHAI bonds

Others: Toll revenue and premium

Summary of Key State Level Parameters

Summary: Macro economic parameters

Source: MoSPI, CRISIL Research

Of the aforementioned states, Gujarat, Bihar and Maharashtra have exhibited higher economic growth

of 10.3 per cent, 10.0 per cent and 9.9 per cent, respectively (against the country’s growth of 8.5 per

cent).

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State roads: Government capital expenditure

Note:

i. Budget estimates are initial planned expenditure. Revised estimates are calculated after budget

estimates while Accounts are the actual final expenditure. All values in INR billion.

ii. *: Represents overall transport expenditure

Source: RBI, CRISIL Research

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Private Public Partnership (PPP) framework and models in operation

For broad-based and sustainable growth, the government recognizes the need to engage with the private sector

through PPP framework in order to achieve certain objectives as stated below:

Harness private sector efficiencies in asset creation, maintenance and service delivery.

Provide focus on life cycle approach for development of a project, involving asset creation and

maintenance over its life cycle;

Create opportunities to bring in innovation and technological improvements.

Enable affordable and improved services to the users in a responsible and sustainable manner.

The following are a few models in operation:

v. BOT (Build-operate-transfer)

vi. EPC (Engineering, Procurement and construction)

vii. Toll collection

viii. OMT (Operate, Maintain and Transfer)

Toll collection and OMT are indirect forms of PPP model as it involves partnership between a public and

private entity.

Note: Development risk refers to construction risk related to developing the road project.

Source: CRISIL Research

i. BOT (Build-operate-transfer): These contracts are typically public private partnership (PPP)

agreements, whereby a government agency provides the private player, rights to build, operate and

maintain a facility on public land for a fixed period, after which assets are transferred back to the public

authority. Funding for the project is arranged by the concessionaire, through a mix of equity and debt from

banks and other financial institutions. The concessionaire charges a user fee from the users of the project/

facility. The concessionaire may either transfer the entire user fee collected, to the authority or may retain

the entire amount as revenue. BOT contracts are therefore classified as:

BOT annuity-based

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BOT toll-based

Variations of BOT contracts:

Build-Own-Operate-Transfer (BOOT)

Build-Transfer-Lease-Operate (BTLO)

Build-operate-own (BOO)

ii. EPC (Engineering, Procurement and Construction): EPC contracts are fixed price contracts where the

client provides conceptual information about the project. Technical parameters, based on desired output,

are specified in the contract. The contractor undertakes the responsibility of designing the project, either

through an in-house design team or by appointing consultants. Unlike item rate and LSTK contracts, the

contractor is allowed to innovate on the design of the project. Based on these designs, the contractor draws

up cost estimates and accordingly bids for the project.

iii. Toll Collection: Toll collection concept as a separate business model evolved in 2009. Under this model,

authority invites bid from private players for collection of roads constructed under EPC and BOT

(Annuity). It is a short duration project, typically of 12 months. The private player with the highest bid is

awarded the project. The user fee is pre-determined by the contracting authority. Right to collect user fee

during the concession period lies with the private player, while contract of this category involves

negligible to minimal construction and maintenance of the road.

Along with NHAI, state authorities and municipal bodies, developers are also outsourcing toll collection to

private players in order to recognise revenues upfront. Toll management companies recover its

investments and make profits from toll receipts. The typical bidding process adopted by NHAI and State

Authorities is A two-stage process for the selection of the bidder and for the award of work. The Technical

Bid consists of the bid documents along with the company profile indicating its capability experience and

the Financial Bid contains the amount quoted by the bidder.

iv. OMT (Operate, Maintain & Transfer): Operate, Maintain and Transfer concept was introduced with an

objective to assure road users of adequate quality and safety. An OMT project consists of combined

contracts for right to collect toll apart from operation and maintenance of the stretch.

Scope of work for OMT contracts as defined under Model Concession Agreement (MCA) includes the

following:

Operation and maintenance of the National Highway section

Tolling of the section

Construction of project facilities such as toll plaza, street lighting, medical aid post, traffic aid

posts, bus shelters, etc.

Any major maintenance works (may be necessary in some cases)

This model provides consistent revenues to NHAI on the one hand and Just-in-Time (JIT) maintenance of

the project on the other hand. It includes performance based maintenance, periodic maintenance, routine

maintenance (minor repairs, cleaning of carriageways, shoulders, cross drainage structures etc.), road

property management and incident management. In this type of arrangement, toll collection rights are

given to private operator. Road development agencies are looking forward to generating revenues by way

of awarding OMT contracts. Such revenue is planned to be used for the upgrade of other roads, and/or for

maintenance of roads with low volume traffic. OMT projects provide opportunity for firms from the

private sector who are not willing to take up construction risk and cannot bring in large investments, but

can take traffic risk.

From a developer perspective, OMT projects offer an opportunity to synergise existing projects by taking

up OMT contracts on the same corridor. From an investor perspective, such projects are equivalent to

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design, build, finance, operate and transfer (DBFOT) toll-based concessions in terms of traffic risk but

without construction risk. Investments in such projects would carry benefits similar to investments in

DBFOT (toll) projects during the operations period. However, OMT projects have financial liabilities,

principally towards Road Development Agencies, unlike capital-intensive DBFOT (toll) projects, where

financial liabilities of the project are towards Road Development Agencies as well as towards lenders. On

the other hand, the ticket size of OMT projects is smaller, so a pool of such projects is required to attract

larger investors. The creation of such a pool of projects has other advantages such as the traffic risk is

hedged. The short concession period in OMT projects (5 to 10 years), is another factor that might attract

private equity funds to such schemes.

Electronic toll collection is a strategic focus area for the regulatory and the administrative bodies involved in the

process of toll collection. Electronic toll collection presents several advantages in terms of limiting toll

leakages, reducing waiting time for vehicles and improving the overall traffic flow at the toll plazas. In future,

this may result in significant change to the operating procedures relating to toll collection followed in each of

the above PPP models.

New Tolling Policy

Central government is authorised to levy a fee (toll) under section 7 of the National Highways Act, 1956 for

public funded project and under section 8-A of the said act, for private investment project. The government can

levy fee on all sections of National Highways (irrespective of 4 lane or 2 lanes), tunnels, bypass and on bridges

with specific cost criteria.

The National Highway Fee (determination of rates and collection) Rules, 2008 further provides:

Details of base rate per km for projects involving conversion from 2 lanes to 4 or more lanes.

Schedule of fee for the bridges/ bypass/ tunnel based on the cost criteria.

Rates of fee for two lane National Highways with additional investment of Rs 10 million per km or

more on improvement.

Methodology for revision of rates.

Mode of collection.

List of exempted vehicles.

Discounts to local and frequent users.

Toll rates for 4-lane National Highways

Toll charges are based on the rates notified by the government. Fee for use of a section of National Highways of

4(four) or more lanes for the base year 2007-2008 shall be the product of the length of such section multiplied

by the rates specified hereunder:

Source: Press Information Bureau,CRISIL Research

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Basis for revision of rates will be:

To be revised every year effective from 1st April as per the following rules:

o Increase of 3 per cent without compounding.

o 40 per cent of the increase in the Wholesale Price Index (WPI).

Other features in the new tolling policy include the following:

Uniform rates for public and private funded projects.

Fee for a permanent bridge, bypass or tunnel costing Rs 0.1 billion or more will be determined

separately and that of NH length will be calculated separately.

Two-lane roads with cost per km more than Rs 0.25 billion will be tollable.

In 2013 and 2014, some amendments were made to the National Highway Fee (determination of rates and

collection) Rules 2008:

In case of a section of a four-lane highway which has been taken up for upgradation to six-laning, the

increase in rate of fee shall be limited to seventy-five per cent of the fee as specified as revised as per

applicable rules calculated on and from the date of commencement of the work relating to upgradation,

till the date of completion of the project according to the agreement entered into with the

concessionaire without any annual revision. No user fee shall be levied for the delayed period between

the date of completion as per the agreement entered into with the concessionaire and the date of actual

completion of the project. For the purposes of this rule, any provisional completion of the project shall

not be treated as completion of the project.

The rate of fee for use of an expressway shall be 1.25 times the rate specified in applicable rule.

In case of private investment projects, the rate of fee shall be as specified under applicable rule or such

lower rates as concessionaire may determine by giving public notice to the users, specifying in all or

any category of vehicles.

The rate of fee for use of standalone structure as well as structure forming part of a linear

highway/expressway, shall be calculated by converting the length of structure into an equivalent length

of highway/expressway by multiplying by a factor of ten. Provided that structure of 60 meters of

length or less, on a linear highway/expressway will be considered as a part of normal length of

highway/expressway for calculation of fee.

The rate of fee for use of a section of a national highway, having two-lanes with paved shoulders and

above but below four-lane on which substantial improvement has been made by widening carriageway

by three meters or more shall be sixty per cent of the rate of fee specified under applicable rule.

Without prejudice to the liability of the driver or owner or a person in charge of a mechanical vehicle

under any law for the time being in force, a mechanical vehicle which is loaded in excess of

permissible load specified for its category under applicable rule, shall not be permitted to use the

National Highway or crossing the toll plaza until the excess load has been removed from such

mechanical vehicle. The driver or owner or a person in charge of a mechanical vehicle shall be liable to

pay fee, for entering the overloaded vehicle on the national highway to the toll collecting agency, equal

to ten times of the fee applicable to such category of mechanical vehicles under applicable rule

Toll Collection Business Model

Scope of toll collection contract

The primary purpose of a toll collection contract is to provide private players with the opportunity to toll

highways, construction work of which has already been completed. As part of this agreement, maintenance of

the highway does not come under the purview of the concessionaire unlike the arrangement for BOT and OMT,

where road operation and maintenance are an integral part of the contract. Scope of toll collection contract

includes:

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Right to collect toll on the respective stretch of road.

To upgrade/provide necessary facilities required to facilitate toll collection (such as making necessary

arrangements for power to ensure the proper functioning of the toll plaza including office equipment

installation, maintenance and running all electric equipment, generator and bearing all the expenses

during the entire period of the contract).

Concession period

Toll collection contract is typically of a short duration, which in case of NHAI, ranges from 3-12 months for

roads constructed under EPC model and 24 months for roads constructed under BOT Annuity model. In case of

state authorities, concession period typically extends from 12-36 months.

Key drivers of the Toll Collection business model

Revenues collected upfront by the authorities are employed for better execution of other ongoing

projects. Also, reported pilferage of around 20 per cent in the earlier model is avoided, thus increasing

the revenues for the authorities.

Specialist toll management companies can leverage on their expertise and systems to maximise the

revenues by ensuring better traffic management and reducing waiting time.

Not a highly capital intensive business model as it involves minimal to negligible work for the stretch

(in comparison to OMT, BOT).

Toll Collection Projects under NHAI

In 2009, NHAI handed over the toll collection process to private companies. Under this model, bids were

invited for select toll plazas and the private toll collection agency was selected on the best revenue share deal

offered to the concerned authority. (These private players are specialist toll management companies).

As witnessed in 2012-13, the year 2013-14 saw majority of the bids for toll projects being invited by NHAI.

Around 98-102 projects were invited to bid for by NHAI which was a significant jump from 84-88 the previous

year. State authorities invited bids for 35-40 projects in 2011-12, which further increased to 50-55 in 2012-13.

As of 2013-14, around 6,800 km of National Highways constructed on EPC and BOT Annuity basis are tolled

under the toll collection model.

Summary of toll collection projects bid out by NHAI from 2010-11 till 2013-14

Source: CRISIL Research

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Toll Collection in terms of length & number of projects Toll Collection (Annual Potential Collection)

Source: CRISIL Research, NHAI website

Toll Collection Projects under State Authorities

States like Maharashtra, Haryana, Rajasthan, Odisha, Gujarat, Tamil Nadu and Karnataka have adopted the

tolling model.

Summary of toll collection projects for which bids were invited by key state authorities from 2011-12 till 2013-

14

MSRDC: Maharashtra State Road Development Corporation

HSRDC: Haryana State Road & Bridges Development Corporation

RSRDC: Rajasthan State Road Development and Construction Corporation

RIDCOR: Road Infrastructure Development Company of Rajasthan

OBCC: Odisha Bridge & Construction Corporation Limited

KRDC: Karnataka Road Development Corporation

TNRDC: Tamil nadu Road Development Company Limited

GSRICL: Gujarat Road and Infrastructure Company Limited

Note: States authorities like MSRDC and RSRDC typically provide potential collection for a period of 2-3

years; the same has been estimated at annual level and represented in aforementioned table. Length of a toll

project is estimated to be 50 km for which information is not available in public domain (in order to arrive at

overall state level information). Projects mentioned in the aforementioned table are on standalone bids basis

Source: Industry, CRISIL Research

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Outlook for the Toll Collection Model for NHAI

NHAI initiated the process of awarding projects on tolling towards the end of 2009-10 and as of 2013-14

around 6,800 km of National Highways constructed under EPC and BOT Annuity are under tolling. CRISIL

Research expects it to increase 1.3 times over the next five years and touch 9,000 km by 2017-18, primarily

driven by a number of to be awarded projects to be implemented on EPC/Cash contract basis. The total number

of toll collection projects are expected to increase from around 120 projects currently to 145-150 by 2017-18

(assuming an average length of 80 km for NHAI toll collection project).

In value terms, the tolling market through NHAI is expected to increase by 1.7 times from Rs 37 billion in

2013-14 to Rs 62 billion by 2017-18.

Outlook for the Toll Collection Model for State projects

As of March 2013, states of Maharashtra, Haryana, Rajasthan and Odisha had around 4,500 km (84-86 projects)

of state highway stretches for which bids have been invited for tolling. The estimated annual potential collection

for these tolling projects was Rs 5.4 billion. More projects were invited for bidding in 2013-14. The total

number of projects increased from around 85 to 102 by end of 2013-14, while the total length invited for

bidding till March 2014 increased to 5,350 km. The total estimated annual potential collection from all projects

invited till March 2014 is around Rs 9.4 billion.

As per CRISIL Research’s discussion with state officials, the total stretch under toll collection model (for which

bids will be invited) is expected to increase 1.5 times from around 5,350 km in 2013-14 to around 7,900 km by

2017-18. The total number of toll collection projects (on bids invited basis) are expected to increase from

around 102 (in 2013-14) to 140-145 projects in 2017-18 (assuming an average length of 50 km for state

authority toll collection project for which project length is not available in the public domain).

In value terms, the tolling market through State Highways is expected to grow from Rs 9.4 billion in 2013-14 to

Rs 19.7 billion by 2017-18.

Outlook of Overall Toll Collection Market Size

Source: CRISIL Research Estimates

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Toll Collection Market Opportunity from NHAI and key states

Notes:

i. Length of toll collection projects for key states for 2013 -14 and 2017-18 is based on the projects

for which bids were / are expected to be invited by the key state authorities

ii. Assumed a 5 per cent increase in estimated project cost per year

Source: CRISIL Research Estimates

Tolling market is expected to increase by 1.4 times from the current 12,150 km to around 16,900 km by 2017-

18.

The market will primarily be driven by:

Rising penetration of tolling stretches in state highways, especially for the states of Karnataka,

Rajasthan, and Haryana.

A number of stretches being awarded by NHAI on tolling basis (for new projects under

implementation or to be awarded under cash basis).

Number of projects bid out by NHAI on tolling basis are expected to increase from the current 120 (number of

projects that are currently tolled) to 145-150 by 2017-18. Also, state highway authorities are expected to bid out

140-145 projects on toll basis by 2017-18 from the current around 102 projects.

OMT Business Model

In the past, both state and National Highways have attracted significant investments for their development.

Stretches that were developed under public private (PPP) model are currently being maintained to the desired

performance standards by the concessionaire. However, stretches that were developed by the utilisation of

public funds need to be maintained at adequate service levels by the respective national or state authority.

Repair and maintenance work on these public funded stretches is being carried out annually as per availability

of funds, extent of damage etc., to keep these highways suitable for public use. However, in the past, repair and

maintenance of roads has not received the attention it requires, primarily due to the lack of funds, which has

been made available for Operation & Maintenance (O&M) activities. For National Highways, over 2004-05 to

2011-12, the actual allocation of funds for repair and maintenance was less than 50 per cent of the estimated

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requirement. This has resulted in available funds being allocated over a large number of National Highway

projects as well as insufficient allocation of funds to the state for repair and maintenance of state highways.

The new concept - OMT (Operate, Maintain and Transfer) model was introduced by NHAI in 2009 for select

existing and near completion four-lane National Highways. Earlier, the tasks of user fee (toll) collection and

maintenance of highways were entrusted with tolling agents / operators and sub-contractors, respectively. These

tasks were integrated under the OMT concessions.

Details of estimated fund requirements for maintenance & repair of National Highways & actual allocation

Source: Press Information Bureau- GoI, MoRTH

Scope of work for an OMT project includes the following:

Operation and maintenance of the project section.

Toll collection.

Construction of project facilities such as toll plaza, street lighting etc.

Any major maintenance works (as may be necessary in some cases).

Concession Period

The concession period is identified on project specific basis but typically, for NHAI projects, it is 9 years

(although a few 6-year contracts have also been awarded), after which the concessionaire has to transfer the

project stretch back to the government authority. The concession period is linked to periodic maintenance cycle

of the project highway and is almost equal to the life of renewal work i.e. concession period is chosen such that

an OMT contract ends before the necessity to upgrade the project stretch from 2 lane to 4 lane or 4 lane to 6

lane etc. arises.

Risk sharing under OMT contract

The commercial and technical risks associated with operation and maintenance such as traffic risk, toll

collection risk and financing risk are typically allocated to the concessionaire whereas political risk is allocated

to the government authority, as it can handle it better. Construction risk is relatively lower for OMT projects

when compared to BOT / EPC projects.

OMT projects have financial liabilities, principally towards road development agencies, unlike capital-intensive

DBFOT (toll) projects, where financial liabilities of the project are towards both road development agencies and

lenders.

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Risk sharing mechanism under OMT contracts

Source:CRISIL Research

Key drivers of the OMT business model

The OMT Model, apart from bridging the significant gap of lack of funds available for operation and

maintenance of roads (highways) in India, also provides certain other advantages, which have been listed

below:

Under OMT contracts, the efficiency of the private sector in toll collection and O&M is leveraged.

This typically leads to a decrease in costs as well as increase in revenues - owing to a reduction in

leakage of toll.

Under an OMT contract, a concessionaire is awarded O&M and tolling of a project stretch, for a

typical duration of 9 years. This significantly reduces the administrative efforts of the awarding

agency, as earlier the authorities (NHAI, state agencies etc.) used to hire two separate agencies every

year, one for tolling and the other for O&M of a project stretch. (standalone tolling or O&M contracts

are typically for a smaller contract period of around 1 year).

All OMT projects that have been awarded till date have resulted in the premium (concession fee) being

shared by the concessionaire with the awarding authority (NHAI / state authority). Revenue generated

through premium sharing can be used for development of other road corridors.

Prerequisite to an OMT contract

Under the Model Concession Agreement (MCA) for OMT, it is envisaged that before the start of the

concession period of an OMT contract, the project stretch being awarded should be amenable to tolling

and all major construction works should have been completed. However, the project stretch may

require construction of facilities such as toll plazas, truck by-lanes, truck shelters, weigh scales etc.,

which typically should not hold up tolling.

OMT Projects under NHAI

Note: All details are on awarded basis

Source: CRISIL Research

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List of OMT projects awarded by NHAI during Phase 2 (2011-12 to 2013-14)

Note: Total length for OMT projects has been assumed to be around 1400 kms and estimated project cost at

around Rs 7.4 billion

Source: NHAI, CRISIL Research

List of OMT projects of NHAI for which RFQ has been invited in 2013-14

Note:

i. Estimated project cost for these projects have not been provided in the latest RFQ document

ii. Except for O&M of Guwahati Daboka section, O&M Borkhedi Wadenar section and O&M of Chandikhole

Paradip section which are new invites, all others have been reinvited for bidding in 2013-14 (earlier bids

for these projects were invited in 2011-12 and 2012-13)

Source: CRISIL Research

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OMT Projects under State Authorities

As of 2013-14, four states in India, viz, Maharashtra, Madhya Pradesh, Bihar and Karnataka, have adopted the

OMT model.

Summary of OMT projects for MSRDC for which bids were invited

MSRDC : Maharashtra State Road Development Corporation

Source: CRISIL Research

Summary of OMT projects for which bids were invited other than MSRDC

*Estimated costs for projects invited for bids in February 2014 is not available.

MPRDC: Madhya Pradesh State Road Development Corporation

KRDC: Karnataka Road Development Corporation Limited

BSRDC: Bihar State Road & Bridges Development Corporation

Note: No bids were invited by MPRDC, KRDC, and BSRDC prior to 2012-13

Source: CRISIL Research

Outlook for the OMT Model for NHAI

Overall OMT/Toll Collection Market

As of 2013-14, around 17,300 km of road projects have been provided under the OMT and tolling modes

(around 5,150 km under OMT and 12,150 km under tolling) by NHAI and State Authorities. While NHAI

accounts for almost 53 per cent of the total current market awarded on OMT and tolling basis, state authorities /

road development corporations constitute the rest 47 per cent.

NHAI

NHAI initiated the process of awarding projects under OMT basis towards the end of 2009-10 and has awarded

around 2,360 km on OMT till 2013-14. Based on CRISIL Research’s interactions with NHAI, they expect

2,200-2,400 km to be further added on OMT basis over the next four years (i.e. during 2014-15 to 2017-18).

This would result in the total stretch under OMT model to almost double from the current 2,360 km to around

4,700 km by 2017-18. The total projects on OMT are expected to increase from the current 14 projects to 30-32

projects (assuming an average length of 145-155 km for NHAI OMT project).

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In terms of the market opportunity in value terms, CRISIL Research expects the OMT market through NHAI to

increase 2.3 times from the current Rs 11 billion to Rs 25 billion by 2017-18. Market in value terms indicates

the estimated project cost.

Outlook for the OMT Model on State Highway Projects

CRISIL Research expects the total stretch under OMT model (for which bids will be invited) on State Highway

Projects to increase 1.9 times from around 2,790 km in 2013-14 to around 5,300 km by 2017-18. The total

number of OMT projects (on bids invited basis) are expected to increase from 34 projects in 2013-14 to 55-60

projects in 2017-18 (assuming an average length of 90-100 km for state authority OMT project).

In terms of the market opportunity in value terms, CRISIL Research expects the OMT market through State

Highways to increase around 2.6 times from Rs 12.8 billion in 2013-14 (excluding the cost of 11 projects

invited for bidding by Madhya Pradesh) to Rs 32.9 billion by 2017-18. Market opportunity in value terms

indicates the estimated project cost.

Outlook of Overall OMT Market Size

Note: Length of OMT for key states for 2013-14 and 2017-18 is based on the projects for which bids were / are

expected to be invited by the key state authorities. NHAI details are based on awarded data. Market opportunity

in value terms has been presented in terms of estimated project cost as provided by the authority at the bidding

stage.

Source: CRISIL Research Estimates

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OMT Market Opportunity from NHAI and key states (combined)

Note: Market potential of OMT for key states for 2013-14 and 2017-18 is based on the projects for which bids

were / are expected to be invited by the key state authorities. Estimated project cost for 2013-14 does not reflect

the cost for 11 projects invited for bidding by Madhya Pradesh in 2013 - 14. The average project cost and

annual potential collection has been increased at 5 per cent annually to account for inflation.

Source: CRISIL Research Estimates

The OMT market will primarily be driven by:

A number of BOT players exiting their current projects resulting in the new buyer to contract the

projects on OMT basis.

Rising penetration of OMT stretches in state highways, especially in the states of Karnataka, Bihar,

and Madhya Pradesh.

Number of projects bid out by NHAI on OMT mode are expected to increase from the current 14 to around 30-

32 by 2017-18. Also, state highway authorities are expected to bid out 55-60 projects on OMT basis by 2017-18

from the current 34 projects.

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Competitive Assessment in Toll Collection and OMT

Toll Collection

MEPIDPL: MEP Infrastructure Developers Private Limited

Note:

i. Regional presence is based on projects for which the company has submitted financial bids in 2011-12,

2012-13, and 2013-14 (also includes executed projects as mentioned above) with a sample size of 241

NHAI projects.

ii. This is based on a sample size of 120 projects with APC-annual potential collection of more than Rs

200 million.

Source: Company websites, Industry, CRISIL Research

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Key Players in the Tolling Market

Based on a sample of 241 NHAI toll projects (for which financial bids have been opened/awarded) in 2011-12,

2012-13 and 2013-14, each of the 3 players has bid for a substantial number of projects.

MEPIDPL bid for 50-55 per cent of the projects

Eagle Infra bid for 20-25 per cent of the projects

Konark Infra bid for 15-20 per cent of the projects

As inferred from the above points, MEPIDPL is a leading player in the business of toll collection based on the

total number of projects bid for and won by the company in 2011-12, 2012-13 and 2013-14. At the next level,

Eagle Infra and then Konark Infrastructure are other major players in the toll collection business.

OMT

PATH: Prakash Asphalting & Toll Highways (India) Limited

DRAIPL: Dinesh Chandra Agarwal Infracon Pvt Ltd

BVSR: B.V. Subba Reddy Constructions

Note: *Lane km refers to the multiplication result of the total main carriage way length (exclusive of service

and slip road) with the number of lanes of the highway section

Source: Company websites, Industry, CRISIL Research

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Key Players in the OMT Market

Note: Above list is based on projects awarded by NHAI till June 2014; Lane km refers to total project length

into the number of lanes of the highway section.

Source: CRISIL Research

Considering the various factors such as number of projects, estimated project cost, length of projects, number of

lane kilometres maintained by a player under OMT projects, MEPIDPL is the leading player in the OMT field.

Based on the the same parameters, SMS Infrastructure, PATH and DRAIPL are the other key players in the

OMT segment.

Based on information presented in the above sections, MEPIDPL is a leading player in India across OMT and

toll collection segments combined.

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OUR BUSINESS

Overview

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India

presence. We focus on pure toll collection projects as well as OMT projects, which involve maintenance

obligations in addition to toll collection on operational roads (including highways) constructed by third parties.

According to the report on “Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection market for

Road Projects in India” dated June 2014 by CRISIL Research (the “CRISIL Report”), we are the leading player

in OMT as well as toll collection in India based on the number of projects operated and quality of project

stretches.

We commenced our business with collection of toll at the five Mumbai Entry Points in December 2002, which

we undertook for a period of eight years till November 2008 pursuant to a contract with MSRDC (and

subsequent extensions thereof until November 2010). As of the date of this Draft Red Herring Prospectus, we

have completed 68 projects, with an aggregate of 122 toll plazas and 783 lanes, and have an overall experience

of over 12 years in this business across 12 states in India. Some of the significant toll collection projects

completed by us include: (i) project for collection of toll at five Mumbai Entry Points where we currently

operate an OMT contract pursuant to a re-award; (ii) project for collection of toll at Chalthan toll plaza, Gujarat;

(iii) project for collection of toll at the toll plazas located at Ahmedabad, AUDA Ring Road, Nadiad, Anand and

Vadodara on the Ahmedabad – Vadodara Expressway, Gujarat; (iv) project for collection of toll for the Rajiv

Gandhi Sea Link, Mumbai, Maharashtra; (v) project for collection of toll at Chirle toll plaza and Karanjade toll

plaza, Maharashtra; and (vi) project for collection of toll at the toll plazas on Hanumangarh – Kishangarh road,

Rajasthan. For details of our completed projects, see “ – Our Projects – Completed Projects” on page 150.

Our projects are awarded to us through competitive bidding process (electronic bidding in some cases) and after

satisfaction of various prescribed pre-qualification criteria. Tenders for our projects are submitted on the basis

of traffic volume and revenue forecasting undertaken by us through in house surveys. We generate revenue

from toll collection and OMT projects through collection of toll from commuters. Our toll collection and OMT

projects have been awarded to us by statutory corporations or government companies primarily being NHAI,

MSRDC, RSRDC, RIDCOR, MJPRCL and HRBC.

We currently operate 23 toll collection projects with an aggregate of 40 toll plazas, five OMT projects covering

2,530.04 lane kilometres with an aggregate of 15 toll plazas and one BOT project covering 42.02 lane

kilometres with five toll plazas. These ongoing projects are located across nine states in India.

Our portfolio of ongoing toll collection projects includes both Long Term (of an initial term in excess of one

year) and Short Term (of an initial term of one year or lesser) projects. Our Long Term toll collection projects

are the Phalodi – Ramji Project in Rajasthan for a period of five years until September 2015, IRDP Solapur

Project in Maharashtra for a period of 156 weeks until December 2015, the Vidyasagar Setu Project in West

Bengal for a period of five years until August 2018, the ITEL Project in Tamil Nadu for a period of three years

until March 2017, the Kalyan-Shilphata Project in Maharashtra for a period of 156 weeks until September 2016,

the Kini Tasawade Project in Maharashtra for a period of 104 weeks until May 2016 and the Mahua – Hindaun

– Karauli Project in Rajasthan for a period of 21 months until October 2014. We also operate 16 Short Term toll

collection projects. For further details of our ongoing projects, see “– Our Projects” on page 150 below.

Our ongoing OMT projects include the Mumbai Entry Points Project, which is our largest OMT project on the

basis of revenue, under which we undertake the operation and maintenance of, and toll collection at, the five

Mumbai Entry Points and the maintenance of 27 flyovers and certain allied structures in Mumbai for a period of

16 years until 2026. We also operate the RGSL Project with the right to collect toll for and maintain, the RGSL

in Mumbai for a period of 156 weeks until 2017. We have been undertaking collection of toll at the RGSL since

its opening in 2009 pursuant to Short Term contracts and have now been awarded a new OMT contract, in

January 2014. We also operate the Madurai-Kanyakumari Project, the Hyderabad-Bangalore Project and the

Chennai Bypass Project, which are all OMT projects - with the right to collect toll at, and maintain, the road

forming part of such projects for a period of nine years until 2022. Additionally, we also operate a BOT project,

being the Baramati Project under which we constructed the four-lane Sakhali bridge on Karha River in Baramati

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and are currently entitled to undertake maintenance of, and collection of toll at, the roads and bridges in

Baramati for a period of 19 years and four months until 2030. We have issued a termination notice dated May

27, 2014 to MSRDC for terminating the Baramati Project and subsequently a letter dated July 28, 2014 seeking

termination payments under the concession agreement for the Baramati Project. However, the termination has

not taken effect and we continue to operate the Baramati Project as on date.

We make use of advanced technology for the operation of our projects which helps in improving operational

efficiency and ensuring transparency in the process of toll collection. In August 2012, we launched an electronic

toll collection (“ETC”) system based on RFID technology which was implemented at the toll plaza in RGSL,

Mumbai. In addition to the RGSL toll plaza, the RFID technology based ETC system has been implemented at

four toll plazas forming part of the Mumbai Entry Points Project. We are in the process of implementing the

same at the remaining one toll plaza of the Mumbai Entry Points Project. As of August 31, 2014 we had over

22,000 customers enrolled in the RFID technology based ETC system at our projects. Further, we also use

weight based tolling system for our OMT contracts with NHAI with the help of devices that are designed to

capture and record axle weights and gross vehicle weights as vehicles drive over a measurement site.

Our total revenue on a consolidated basis increased from ` 3,291.29 million in Fiscal 2010 to ` 12,401.34

million in Fiscal 2014, representing a CAGR of 39.32%. Our consolidated EBITDA increased from ` 62.95

million in Fiscal 2010 to ` 3,629.63 million in Fiscal 2014, representing a CAGR of 175.56%. During the last

five Fiscal Years, we have earned aggregate revenue of ` 43,357.39 million from our projects as against

aggregate payment of ` 27,629.45 million paid to the authorities in respect of such projects.

Our Strengths

Established and leading player in the toll management industry with proven track record

We are an established and leading toll operator in India with an overall experience of over 12 years in the

business. (Source: CRISIL Report). As of the date of this Draft Red Herring Prospectus, we have completed 68

projects, with an aggregate of 122 toll plazas and 783 lanes, across 12 states in India. We also currently have 23

ongoing toll collection projects with an aggregate of 40 toll plazas, five ongoing OMT projects covering

2,530.04 lane kilometres with an aggregate of 15 toll plazas and one ongoing BOT project covering 42.02 lane

kilometres with five toll plazas, spanning nine states in India. We undertook toll collection at the five Mumbai

Entry Points from December 2002 until November 2008 pursuant to a contract with MSRDC and subsequent

extensions thereof until November 2010, and currently operate the Mumbai Entry Points Project, which is our

first OMT contract. Further, we have been undertaking collection of toll at the Rajiv Gandhi Sea Link, Mumbai

since its opening in 2009. We have also been operating the Phalodi – Ramji Project, one of our Long Term toll

collection projects since September 2010. We currently operate, and have in the past operated, several toll

plazas at the same time in different states in India. We believe that our ability to manage multiple projects

across different geographies provides us with a significant advantage to efficiently manage our growth and

expansion.

Early mover advantage

We benefit from an early mover advantage being one of the first few companies focusing on pure toll collection

having started our business in December 2002 by collecting toll at the five Mumbai Entry Points. We believe

that our experience and expertise in toll management gives us an advantage while bidding for new toll

collection contracts, in capitalising on new opportunities available in the market and evolving with new formats

of toll collection contracts. For instance, we have expanded our business in the last few years to include Long

Term toll collection and OMT projects. According to the CRISIL Report, we are a leading player in the OMT

sector on the basis of the number of OMT projects operated and the number of lane kilometers maintained

under OMT projects. We believe that our success ratio is a result of our experience and expertise in the business

and the industry. Further, we believe that our experience of having operated a number of toll collection projects

over the last 12 years provides us with significant advantage when tenders for these projects are floated for re-

bidding by the authorities. We have in the past been re-awarded many projects which were operated by us

previously, including, inter alia, the project for collection of toll at Chirle and Karanjade in Maharashtra and

project for collection of toll at the toll plazas on Ahmedabad – Vadodara Expressway in Gujarat. In 2010, we

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were awarded the Mumbai Entry Points Project on an OMT basis after having previously undertaken collection

of toll at the five Mumbai Entry Points from December 1, 2002 till November 19, 2010. Further, in 2014, we

were awarded the RGSL Project on an OMT basis after having undertaken collection of toll at the RGSL since

its opening in 2009.

Integrated structure with in-house capabilities to undertake most of the activities related to our projects

including traffic study expertise and revenue forecasting capabilities

We undertake most of the activities related to our toll collection as well as OMT projects in-house, including

tendering for the project, conducting traffic survey, forecasting revenue, achieving financial closure and

collection of toll. This helps us in reducing our reliance on sub-contractors and third parties and decreases our

costs. We, however, use sub-contractors from time to time for the maintenance activities part of our OMT

projects.

Our in-house business development team prepares tendering documents for all our bids. Our ability to tender

appropriately for our projects depends significantly on the assessment of the future traffic patterns and the

amount of toll to be collected. We have developed an in-house traffic survey team, which has dual

responsibility of conducting pre-bidding traffic surveys as well as monitoring loss in revenue on account of non-

paying vehicles for ongoing projects. As of August 31, 2014, we had 29 members in our traffic survey team.

Our traffic survey team has conducted surveys on national highways, state highways, expressways, bypasses

and bridges in various states in India. Our traffic survey team is headed by Dinesh Padalkar who has an

experience of over 14 years in conducting and supervising traffic surveys. Projections of revenue are based on

factors such as trends in traffic counts, terms and conditions of request for proposal, fee notification and

amendments, survey data and historical information, if available. The final revenue model is thereafter

discussed and finalized by the senior management for the purpose of bidding. We believe our in-house traffic

study and revenue forecasting capacity and expertise strengthens our ability to evaluate new projects and tender

effectively for toll collection and OMT contracts.

Further, for our OMT projects, we undertake engineering study which includes carrying out road condition and

inventory survey of the project roads, identifying portions subject to frequent damage, inspection of major and

minor structures on the project roads which involve maintenance requirements and preparation of maintenance

expenditure. The engineering study is undertaken by our in-house experts with the help of third party

engineering consultancy service providers who are engaged primarily for the purpose of undertaking studies

regarding road condition, inspection of structures and preparing maintenance expenditure.

Our finance and operations team co-ordinates activities relating to achieving financial closure for each project

including by way of obtaining fund based as well as non-fund based loan facilities from banks/financial

institutions.

We have a mix of own employees as well as individuals on contract basis to enable us to undertake our tolling

operations. As of August 31, 2014, we had 3,518 employees engaged as toll operational staff, to carry out

various functions relating to toll collection and had 1,132 individuals on contract basis for providing non-toll

collection related services such as security at different toll plazas. We believe that our integrated structure

enables us to bid for our projects efficiently and to complete the projects on a profitable basis.

Use of advanced technology for toll collection

We make use of advanced technology for collection of toll which helps in improving our operational efficiency

and ensuring transparency in the process of toll collection.

As part of the prepaid mode of toll collection, we use smart cards as well as RFID technology based tags that

are mounted on the windshield. These enable faster traffic clearance at the toll plazas. The RFID technology

based ETC system senses the tag mounted on the windshield of the user’s vehicle and deducts the toll fee from

the prepaid amount as per the toll fee notification of the project. We have implemented an RFID technology

based ETC system at the RGSL toll plaza in Mumbai and at four toll plazas forming part of the Mumbai Entry

Points Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai

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Entry Points Project. We also have the smart card based ETC system which enables the users to make payments

through prepaid smart cards at some of our projects including, the Mumbai Entry Points Project, Chennai

Bypass Project, Hyderabad-Bangalore Project, Madurai-Kanyakumari Project, RGSL Project, the Dankuni toll

plaza in West Bengal and the Kalyan-Shilphata Project. ETC systems reduce cash management resulting in

revenue enhancement as well as improved transparency in the amount of toll collected. ETC systems also help

in reducing the clearing time for vehicles at the toll stations thereby improving operational efficiency.

Payments at the toll plazas, both electronic as well cash payment, are processed through a semi-automated or a

fully-automated toll collection system, depending on complexity of the project and the infrastructure provided

by the government authority. Both these systems collect and store traffic and payment data, thereby reducing

the need for manual operation. A semi-automated system consists of revenue collection software desktop,

barrier gate, smart cards and monitoring cameras and a fully automated system includes equipments such as

vehicle counting classifier, vehicle audit system, communication channels and traffic control equipment in

addition to all the components of a semi-automated system.

For the purpose of identifying categories of vehicles and to charge an appropriate toll rate, the automatic vehicle

identification based in-road/infrared sensors are also used. We also use weigh-in-motion technology for projects

where weight based toll collection is mandated. Our weight based tolling systems are integrated with the fully

automatic toll collection system for enhanced revenue controls.

We have set up a centralized control room at our Mumbai head office that consolidates cameras at the toll

plazas to enable video based monitoring of the toll operations, throughout the day.

Use of advanced technology in the process of toll collection helps us in reducing our dependence on manpower

and ensures better clearing time at the toll booths and transparency in the toll collection process. For further

details, see “– Information Technology” on page 175 below.

Business model which does not involve construction or gestation related risks

We follow an asset light business model by focusing on pure toll collection as well as OMT projects on

operational roads constructed by third parties. We acquire the right to collect toll on operational roads pursuant

to contracts entered into with various authorities. We generate our revenue through collection of toll from

commuters, under projects acquired by forecasting the traffic volume based on in-house surveys. We do not

undertake construction of road projects, thereby avoiding risks associated with construction and gestation of

projects. We believe that the asset light nature of our business model enables us to bid for more projects and

expand our business without the risks associated with road construction.

Experienced Promoters and senior management

We have a senior management with extensive experience in the road infrastructure sector. Our Promoter and the

Chairman of our Company, Dattatray P. Mhaiskar has 47 years of experience in construction and infrastructure

industry. Our Promoter and the Vice Chairman and Managing Director of our Company, Jayant D. Mhaiskar

has 17 years of experience in relation to road infrastructure projects. Murzash Manekshana, the Executive

Director of our Company, who also manages our day-to-day operations, has over 21 years of experience in

areas of fund raising, investment management, risk management, strategic planning and business development.

We also benefit from our experienced Key Management Personnel who handle various departments of our

Company and our business. The chief tolling officer of our Company, Uttam Pawar has over 24 years of

experience in the tolling business and our chief operating officers, Subodh Garud and Sameer Apte have 18 and

14 years of experience, respectively, in tolling operations. For further details, see the section “Management” on

page 221.

We have faced low attrition in our Key Management Personnel in the last three years.

We leverage the understanding and the experience of our senior management in successfully managing our

operations which has facilitated the growth of our business.

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Diversified project portfolio across different states in India, with an increasing mix of Long Term contracts

We have a diverse project portfolio of toll collection as well as OMT projects spanning across nine states in

India, being Andhra Pradesh, Gujarat, Karnataka, Maharashtra, Odisha, Rajasthan, Tamil Nadu, Uttar Pradesh,

and West Bengal. Since the commencement of our business in 2002, we have operated toll collection projects

across 12 states in India. The geographic diversity of our project portfolio plays a significant role in developing

our experience and expertise including our ability to evaluate and bid effectively for new projects.

Further, a majority of our OMT projects are located in major cities of India or on the road connecting major

metropolitan cities in India. The Mumbai Entry Points Project, which is our largest OMT project based on

revenue, and the RGSL Project are located in Mumbai. Further, the Chennai Bypass Project is located in

Chennai, the Hyderabad-Bangalore Project is on National Highway No. 7 which connects the cities of

Bangalore and Hyderabad and the Madurai-Kanyakumari Project is on National Highway No.7 connecting the

cities of Madurai and Kanyakumari.

Our ongoing project portfolio is a combination of Short Term and Long Term projects, with 16 Short Term toll

collection projects, seven Long Term toll collection projects, five OMT projects and one BOT project. All of

our ongoing Long Term projects which involve both toll collection projects as well as OMT projects, have been

awarded to us (or acquired by us) since 2010. Further, for our OMT projects with NHAI, we have non-compete

provisions with respect to roads to be constructed by the NHAI and any other government instrumentality for

the period of the contract. However, these restrictions fall away if the traffic on the road exceeds pre-specified

limits in any year.

We believe that our diverse project portfolio provides us with an advantage in capitalising on new opportunities

available in the sector. Further, diversification helps us in restricting our reliance on any specific region and

strengthens our business by reducing the impact, on our business, of any force majeure event in any particular

region.

Ability to achieve financial closure for projects

As of the date of this Draft Red Herring Prospectus, we have completed 68 projects with an aggregate of 122

toll plazas and 783 lanes. Commercial operation of a project is typically commenced only upon achieving

financial closure and our ability to achieve financial closure for our projects is demonstrated by the number of

projects completed by us over the past years.

We finance the payments to be made to the authorities for our projects by way of fund based as well as non-

fund based loan facilities from banks/financial institutions. Our ability to obtain adequate financing for our

projects provides us with increased availability of funds for our business development and other expansion

activities. We have, in the past, been able to obtain third party debt for our projects in a timely manner. As of

August 31, 2014, we had an outstanding borrowing of ` 32,416.06 on a consolidated basis under various loan

facilities availed from 13 banks/financial institutions. For details of financing arrangements obtained for our

projects, see the section “Financial Indebtedness” on page 430.

Our Strategies

Focus on Long Term Projects and reduce dependency on Short Term Projects

Our portfolio of ongoing projects includes 16 Short Term projects awarded by NHAI, MJPRCL and RIDCOR.

We intend to reduce our dependence on Short Term contracts in the future and focus on Long Term Projects.

Our Mumbai Entry Points Project, which is our first and the largest OMT project on the basis of revenue, was

awarded to us in 2010 and is operational until 2026. Further, in line with this strategy, during Fiscal 2014 we

commenced operating (i) three OMT projects awarded to us by NHAI, each with a term of nine years, (ii) one

OMT project awarded to us by MSRDC with a term of 156 weeks; (iii) one Long Term toll collection project

awarded to us by MSRDC, with a term of 156 weeks; (iv) one Long Term toll collection project awarded to us

by HRBC, with a term of five years, and (v) one Long Term toll collection project awarded to us by ITEL, with

a term of three years. For Fiscal 2012, contribution from Short Term Projects and Long Term Projects to our

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total revenue was 60.83% and 34.20%, respectively. For Fiscal 2014, contribution from Short Term Projects

and Long Term Projects to our total revenue was 37.52% and 59.07%, respectively.

Long Term contracts provide us with a steady and predictable revenue stream as compared to Short Term

contracts. While we intend to continue to bid for Short Term contracts on an ongoing basis, we believe that

Long Term contracts will be the driving factor for the growth and expansion of our business in the future.

Focus on acquisition of operational roads constructed by third parties

We intend to acquire, on an opportunistic basis, the OMT and/or toll collection rights from third parties for the

roads constructed by them which are fully operationalised with a well established traffic. We intend to acquire

such maintenance and/or toll collection rights either individually or jointly with other parties subject to

availability of projects on terms that are favourable to us. Through such acquisitions, we intend to become a

concessionaire without undertaking construction of such projects. We do not intend to undertake projects

involving substantial construction of roads, thereby avoiding risks and costs associated with construction. We

will continue to bid for various tenders for toll collection and OMT projects invited by government authorities

and private parties.

In addition, we have also recently incorporated a subsidiary, MEP Tormato Private Limited, to provide

specialized OMT services for projects of third parties.

Further develop specialized in-house capabilities in maintenance of road infrastructure

We intend to further develop specialized in-house capabilities in maintenance activities for the road

infrastructure. We believe that such specialized in-house experience in maintenance activities would prove to be

advantageous while bidding for and executing OMT contracts. We have incorporated our Subsidiary, MEP

Highway Solutions Private Limited in November 2012 to focus on maintenance activities for roads, and we

intend to undertake maintenance activities under our OMT projects with NHAI and MSRDC through this

Subsidiary. We believe that further developing specialized in-house capabilities in maintenance activities would

reduce dependence on sub-contractors, thereby avoiding risks and minimizing costs associated with sub-

contracting.

Enhance usage of information technology, to reduce dependence on manpower, improve operational

efficiency and enhance revenue

Operating toll booths has historically been a labour-intensive business, since it involves 24 hour operations,

need for quick vehicle clearance (requiring multiple attendants at each booth) and substantial cash management.

We are exploring options to reduce our dependence on manpower in our tolling operations, specially through

use of technologies at our toll booths such as RFID (at certain toll booths), video/image capturing equipment,

automatic vehicle identification based on in-road/infrared sensors and weigh-in-motion technology where

weight-based toll collection is mandated. For instance, we have implemented the RFID based ETC system at the

toll plaza for the RGSL Project in Mumbai and at four toll plazas forming part of the Mumbai Entry Points

Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai Entry

Points Project. Further, NHAI has recently promoted Indian Highways Management Company Limited

(“IHMCL”) which proposes to establish nationwide RFID based ETC system together with central clearing

house services, under which all toll plazas in India that are under NHAI’s jurisdiction would have dedicated

RFID based ETC lanes, under a centralised toll collection system. Pursuant to this project, we are required to

establish RFID based ETC system at the toll plazas forming part of our OMT projects with NHAI. ETC systems

reduce cash management thereby minimising revenue leakage and improving transparency in the amount of toll

collected. ETC systems also help in reducing the clearing time for vehicles at the toll stations thereby improving

operational efficiency. We intend to expand the usage of information technology to our toll plazas that are

currently being operated manually to improve operational efficiency and ensure better transparency in the

process of toll collection.

For details, see “– Information Technology” on page 175 below.

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Our Projects

Completed projects

As of the date of this Draft Red Herring Prospectus, we have completed 68 projects which includes 67 toll

collection projects and one octroi collection project. The details of our completed projects are set forth in the

table below:

Sr. No. Project Nature of project Client Period of contract Number of

lanes

1. Toll stations for Mumbai Entry

Points, Maharashtra**

Toll collection MSRDC December 1, 2002 to

November 30, 2008

Extended up to November 19,

2010

50

2. Chalthan toll plaza, Gujarat Toll collection NHAI January 1, 2006 to July 31,

2006

Extended up to August 31,

2006

8

3. Tadali toll plaza, Maharashtra Toll collection and

routine maintenance

MSRDC December 28, 2007 to

December 23, 2010

Extended up to June 4, 2011

4

4. Dhoregaon toll station, Maharashtra

Toll collection MSRDC September 7, 2008 to September 5, 2009

Foreclosed on February 27, 2009 due to handing over to a

BOT contractor

4

5. Toll plazas at Jetpur Gondal Rajkot Section of NH 8B, Gujarat

Toll collection Western Gujarat

Expressway

Limited

January 16, 2009 to January 15, 2010

Extended up to February 15, 2010

16

6. Rajiv Gandhi Sea Link, Mumbai,

Maharashtra*

Toll collection MSRDC July 6, 2009 to July 4, 2010

Extended up to September 27, 2010

16

7. Rajiv Gandhi Sea Link,

Maharashtra*

Toll collection and

maintenance of sea link

MSRDC September 28, 2010 to March

27, 2011

Extended up to February 5,

2014

16

8. Toll stations at Watur Phata, Kolha, Dhamoda and Ughadi,

Maharashtra

Toll collection MSRDC December 23, 2010 to December 19, 2012

Foreclosed on March 31, 2011 pursuant to instructions of

MSRDC

8

9. Srinagar toll plaza, Haryana Toll collection NHAI December 28, 2010 to December 27, 2011

Extended up to October 15,

2012

12

10. Mahuvan toll plaza, Haryana Toll collection NHAI December 28, 2010 to

December 27, 2011

Extended up to October 15,

2012

14

11. Toll plazas at Ahmedabad, AUDA Ring Road, Nadiad, Anand and

Vadodara, Gujarat

Toll collection AVECL December 29, 2010 to December 28, 2011

Extended up to January 20, 2012

42

12. Bagepalli toll plaza, Karnataka Toll collection NHAI January 12, 2011 to January 8

152

Sr. No. Project Nature of project Client Period of contract Number of

lanes

11, 2012

Extended up to March 9, 2012

13. Sriperumpudur toll plaza, Tamil

Nadu

Toll collection NHAI January 15, 2011 to January

14, 2012

Extended up to May 23, 2012

10

14. Boothakudi toll plaza, Tamil Nadu Toll collection NHAI January 15, 2011 to January

14, 2012

Extended up to March 21, 2012

10

15. Vanagaram toll plaza, Tamil

Nadu**

Toll collection NHAI January 16, 2011 to January

15, 2012

Extended up to May 23, 2012

8

16. Paranur toll plaza, Tamil Nadu Toll collection NHAI January 24, 2011 to January

23, 2012

Extended up to May 31, 2012

12

17. Guilalu toll plaza, Karnataka

Toll collection NHAI February 3, 2011 to February 2, 2012

Foreclosed on June 4, 2011 pursuant to instructions of

NHAI

12

18. Karjeevanahalli toll plaza, Karnataka

Toll collection NHAI February 3, 2011 to February 2, 2012

Foreclosed on June 4, 2011 pursuant to instructions of

NHAI

10

19. Aganampudi toll plaza, Andhra

Pradesh

Toll collection NHAI February 23, 2011 to February

22, 2012

Extended up to March 17, 2012

6

20. Chittampati toll plaza, Andhra

Pradesh

Toll collection NHAI February 28, 2011 to February

27, 2012

Extended up to May 7, 2012

10

21. Toll plaza at Chennasamudram, Tamil Nadu

Toll collection NHAI March 4, 2011 to March 3, 2012

Extended up to September 17, 2012

10

22. Chilakapalem toll plaza, Andhra

Pradesh

Toll collection NHAI April 9, 2011 to April 8, 2012

Extended up to May 26, 2012

6

23. Nathavalasa toll plaza, Andhra

Pradesh

Toll collection NHAI April 9, 2011 to April 8, 2012

Extended up to May 31, 2012

8

24. Bolapalli toll plaza, Andhra

Pradesh

Toll collection NHAI April 12, 2011 to April 11,

2012

Foreclosed on November 20,

2011 pursuant to instructions

of NHAI

10

25. Tangutur toll plaza, Andhra

Pradesh

Toll collection NHAI April 14, 2011 to April 13,

2012

Foreclosed on November 20,

2011 pursuant to instructions

of NHAI

10

26. Toll plazas at Alwar-Sikandra section, Rajasthan*

Toll collection RIDCOR April 16, 2011 to April 15, 2012

12

27. Tadali toll plaza, Maharashtra Toll collection MSRDC June 5, 2011 to December 1,

2012

4

153

Sr. No. Project Nature of project Client Period of contract Number of

lanes

Extended up to February 24,

2013

28. Dhule octroi collection,

Maharashtra

Octroi collection Dhule

Municipal

Corporation

August 27, 2011 to August 26,

2012

20

29. Joya toll plaza, Uttar Pradesh Toll collection NHAI September 20, 2011 to September 19, 2012

Extended up to October 9, 2012

4

30. Sikandra toll plaza, Uttar Pradesh Toll collection NHAI September 23, 2011 to

September 22, 2012

Extended up to September 28,

2012

4

31. Panikholi toll plaza, Odisha* Toll collection NHAI September 29, 2011 to

September 28, 2012

Extended up to March 25, 2013

8

32. Laxmannatha toll plaza, Odisha Toll collection NHAI December 18, 2011 to

December 17, 2012

Extended up to December 31,

2012

6

33. Dastan toll plaza, Maharashtra* Toll collection MJPRCL December 22, 2011 to December 22, 2012

Extended up to February 22, 2013

10

34. Sergarh toll plaza, Odisha Toll collection NHAI January 16, 2012 to January

15, 2013

Extended up to March 3, 2013

6

35. Toll plazas at Ahmedabad, AUDA

Ring Road, Nadiad, Anand and

Vadodara, Gujarat

Toll collection AVECL January 21, 2012 to April 19,

2012

Extended up to November 30,

2012

42

36. Athur toll plaza, Tamil Nadu* Toll collection NHAI March 16, 2012 to March 16, 2013

10

37. Paduna toll plaza, Rajasthan* Toll collection NHAI March 29, 2012 to March 28,

2013

10

38. Khemana toll plaza, Gujarat Toll collection NHAI April 1, 2012 to March 31,

2013

Extended up to April 1, 2013

8

39. Srirampur Toll plaza, Odisha Toll collection Paradip Port

Road Company

Limited

April 1, 2012 to March 31,

2013

Extended up to May 31, 2013

10

40. Vishakhapatanam Port

Connectivity Toll Plaza near Panchavati colony and secondary

toll plaza near Gosthani gate of

Navy, Andhra Pradesh

Toll collection NHAI April 9, 2012 to April 8, 2013

Extended up to April 10, 2013

11

41. Kelapur toll plaza, Maharashtra Toll collection NHAI April 30, 2012 to April 29,

2013

4

42. Pippalwada toll plaza, Andhra

Pradesh

Toll collection NHAI May 9, 2012 to May 8, 2013

Extended up to May 20, 2013

6

43. Chirle toll plaza and Karanjade toll

plaza, Maharashtra*

Toll collection MJPRCL May 28, 2012 to May 27, 2013

Extended up to July 16, 2013

20

44. Nathavalasa toll plaza, Andhra

Pradesh

Toll collection NHAI June 1, 2012 to May 31, 2013 8

154

Sr. No. Project Nature of project Client Period of contract Number of

lanes

45. Paranur toll plaza, Tamil Nadu Toll collection NHAI June 1, 2012 to May 31, 2013 12

46. Bankapur Toll Plaza, Karnataka* Toll collection NHAI June 1, 2012 to May 31, 2013

Extended up to January 2, 2014

10

47. Toll plazas at certain locations on

Hanumangarh-Kishangarh road,

Rajasthan

Toll collection RIDCOR July 3, 2012 to March 31, 2013 30

48. Baretha toll plaza, Madhya Pradesh Toll collection NHAI June 12, 2012 to June 11, 2013 6

49. Choundha toll plaza, Madhya

Pradesh

Toll collection NHAI June 13, 2012 to June 12, 2013 6

50. Toll plaza at Chennasamudram,

Tamil Nadu

Toll collection NHAI September 18, 2012 to

September 17, 2013

Foreclosed on June 1, 2013

pursuant to instructions of

NHAI

10

51. Nagzari Project, Maharashtra Toll collection MSRDC September 29, 2012 to

September 26, 2015

Foreclosed on June 30, 2014

pursuant to instructions of

MSRDC

2

52. Joya toll plaza, Uttar Pradesh Toll collection NHAI October 10, 2012 to January 7, 2013

Extended up to February 9, 2013

4

53. Amakatadu toll plaza, Andhra

Pradesh**

Toll collection NHAI November 27, 2012 to

February 27, 2013

Extended up to May 15, 2013

12

54. Marur toll plaza, Andhra

Pradesh**

Toll collection NHAI November 27, 2012 to

February 27, 2013

Extended up to May 15, 2013

12

55. Toll plazas at Ahmedabad, AUDA Ring Road, Nadiad, Anand and

Vadodara, Gujarat

Toll collection AVECL December 1, 2012 to February 28, 2013

Foreclosed on December 31, 2012 pursuant to instructions

of NHAI

42

56. Parsoni Toll Plaza, Bihar Toll collection NHAI December 9, 2012 to December 9, 2013

Extended up to December 27, 2013

10

57. Dastan Toll Plaza, Maharashtra Toll collection MJPRCL February 22, 2013 to February

21, 2014

Extended upto May 15, 2014

10

58. Dasna Toll Plaza, Uttar Pradesh* Toll collection NHAI March 29, 2013 to March 28,

2014

Extended up to April 30, 2014

6

59. Purwameer Toll Plaza, Uttar

Pradesh

Toll collection NHAI April 1, 2013 to March 31,

2014

Foreclosed on January 6, 2014

4

60. Alwar Bhiwadi, Rajasthan* Toll collection RIDCOR April 3, 2013 to March 31, 2014

Extended up to June 30, 2014

8

61. Lalsot Kota, Rajasthan Toll collection RIDCOR April 6, 2013 to March 31, 2014

Extended upto July 4, 2014

8

155

Sr. No. Project Nature of project Client Period of contract Number of

lanes

62. Chirle Toll Plaza and Karanjade

Toll Plaza, Maharashtra*

Toll collection NHAI July 17, 2013 to July 16, 2014

Extended upto commencement of operations under the new

contract***

20

63. Toll plaza at Kalyan Shilphata, Maharashtra*

Toll collection MSRDC June 1, 2013 until finalization of new tender

8

64. Gaurau Toll Plaza, Uttar Pradesh* Toll collection NHAI July 19, 2013 to July 19, 2014 4

65. Beliyad Toll Plaza, Jharkhand Toll collection NHAI January 27, 2014 to January

27, 2015

Foreclosed on April 4, 2014

due to handing over of toll road

to concessionaire for six-laning

6

66. Tendua Toll Plaza, Uttar Pradesh* Toll collection NHAI April 11, 2014 to July 11, 2014 and further extended

8

67. Pudukkottai Toll Plaza, Tamil

Nadu

Toll collection NHAI May 13, 2014 to May 12, 2015

Pre-mature termination on

August 6, 2014 at our

Company’s instance

10

68. Dastan Toll Plaza, Maharashtra Toll collection MJPRCL May 16, 2014 to August 15, 2014 (this project was handed

over to the new contractor on

June 29, 2014)

10

* These toll plazas also form part of our ongoing project list as they have been re-awarded to our Company as tolling projects.

** These toll plazas also form part of our ongoing project list as they have been re-awarded to our Company as OMT projects.

*** The new project commenced operations on August 13, 2014 pursuant to a re-award.

Ongoing projects

We classify our ongoing projects into three types: (i) toll collection projects; (ii) OMT projects; and (iii) BOT

projects. Currently, we operate our toll collection and OMT projects in nine states across India, being Andhra

Pradesh, Gujarat, Karnataka, Maharashtra, Odisha, Rajasthan, Tamil Nadu, Uttar Pradesh and West Bengal. We

also have one BOT project which is being undertaken in Baramati, Maharashtra. The presence of our ongoing

projects in various states is as indicated in the map below:

156

Note: This map is not to scale

The following table sets forth salient details of our Long Term OMT projects, toll collection projects and BOT

projects:

Sr.

No.

Name of the

Project

Name of

Concession

Operator

(Company’s

Beneficial

Interest)

Description of

the Project

Number of Toll

Plazas/

Kms/Lanes

Term Client Payment to

Authority

OMT Projects

1. Mumbai Entry Points Project,

Maharashtra

MEP Infrastructure

Private Limited (99.99%)

Maintenance of, and collection of

toll at, the five Mumbai Entry

Points along with

27 flyovers and certain allied

Collection of toll at five entry

points into Mumbai

consisting of five

toll plazas at Airoli, Vashi,

16 years

(from November

20, 2010 to

November 19, 2026)

MSRDC Upfront

payment of `

21,000 million

157

Sr.

No.

Name of the

Project

Name of

Concession

Operator

(Company’s

Beneficial

Interest)

Description of

the Project

Number of Toll

Plazas/

Kms/Lanes

Term Client Payment to

Authority

structures on the

Sion–Panvel

Highway, the Western Express

Highway

corridor, the Eastern Express

Highway

corridor, the Lal Bahadur Shashtri

Marg corridor

and the Airoli Bridge corridor.

Dahisar, Mulund

on Lal Bahadur

Shastri Marg and Mulund on

Eastern Express

Highway

2. Madurai-Kanyakumari

Project, Tamil

Nadu

Raima Toll Road Private Limited

(99.99%)

Maintenance of, and collection of

toll at, the

Madurai-Tirunelveli-

Panagudi-

Kanyakumari section of the

National

Highway No. 7

Collection of toll at four toll plazas

at Kappallur,

Salaipudur, Nanguneri and

Eturvattam on

the Madurai – Kanyakumari

section.

The Madurai –

Kanyakumari

section of the National

Highway No. 7

is a 243.17 km long, four-lane

carriageway in

Tamil Nadu.

Nine years

(from

September 22, 2013 to

September

22, 2022)

NHAI ` 1,108.70 million for the

first year of the

concession period to be

paid in 12 equal

monthly instalments.

The annual

payment

amount will be increased at the

rate of 10.00%

every year as compared to the

preceding year

3. Hyderabad-

Bangalore

Project, Andhra Pradesh

MEP Hyderabad

Bangalore Toll

Road Private Limited

(51.00%)

Maintenance of,

and collection of

toll at, the Hyderabad–

Bangalore section

of the National Highway No. 7

Collection of toll

at three toll

plazas at Amakathadu,

Marur and

Kasepalli on the Hyderabad–

Bangalore

section.

The Hyderabad–

Bangalore section of the

National

Highway No. 7 is a 251.16 km

long four-lane

carriageway in Andhra Pradesh.

Nine years

(from May 16, 2013 to

May 15,

2022)

NHAI ` 1,059.30

million for the

first year of the concession

period to be

paid in 12 equal monthly

instalments.

The annual

payment

amount will be increased at the

rate of 10.00%

each year as compared to the

preceding year

4. Chennai Bypass

Project, Tamil Nadu

MEP Chennai

Bypass Toll Road Private

Limited

(100.00%)

Maintenance of,

and collection of toll for the

Chennai Bypass

section.

Collection of toll

at two toll plazas near Vanagaram

and Surapattu on

the Chennai Bypass section

The Chennai Bypass section is

a 32.60 km long,

six-lane carriageway in

Nine years

(from May

14, 2013 to

May 14, 2022)

NHAI ` 1,530 million

for the first year of the

concession

period to be paid in 12 equal

monthly

instalments. The annual

payment

amount will be increased at the

158

Sr.

No.

Name of the

Project

Name of

Concession

Operator

(Company’s

Beneficial

Interest)

Description of

the Project

Number of Toll

Plazas/

Kms/Lanes

Term Client Payment to

Authority

Tamil Nadu.

rate of 10.00%

every year as

compared to the preceding year

5. RGSL Project,

Maharashtra

MEP RGSL Toll

Bridge Private Limited

(100.00%)

Maintenance of,

and collection of toll for, the Rajiv

Gandhi Sea Link

Collection of toll

at the toll plaza at Bandra for the

Rajiv Gandhi

Sea Link

The Rajiv

Gandhi Sea Link is a 5 km long,

eight-laned

carriageway in Mumbai in

Maharashtra

156 weeks

(from

February 6,

2014 to February 2,

2017)

MSRDC ` 690 million

for the first year of the RGSL

Contract to be

paid in 12 equal instalments

along with an

additional one-time payment

of ` 5 million.

The annual

payment is

subject to escalation by

10.00% for the

second year and 20.00% for the

third year of the

RGSL Project, to be paid in 12

equal monthly

instalments for each year.

BOT Project

1. Baramati Project,

Maharashtra**

Baramati

Tollways Private Limited

(99.53%)*

Construction of

the four lane Sakhali bridge on

Karha River in

Baramati and

maintenance of,

and collection of

toll for the Ring Road and the

bridges in

Baramati.

Collection of toll

at five toll plazas at Morgaon,

Neergaon, Patas,

Bhigawan and

Indapur

19 years

and four months

(from

October 25,

2010 to

February 24, 2030)

MSRDC and

Baramati Municipal

Council

Upfront

payment of ` 650 million

paid in four unequal

instalments ***

Toll Collection Projects

1. Phalodi-Ramji

Project, Rajasthan

Raima Ventures

Private Limited (99.99%)

Toll collection

activities together with maintenance

of toll plazas and

infrastructural facilities

provided by

RIDCOR

Collection of toll

at four toll plazas in the Phalodi –

Pachpadra –

Ramji Ki Gol road corridor

located at Kolu

Pabuji village, Kelan Kot

village, Bhooka

Bhagat Singh

village and Naya

Nagar village

Five years

(from

September

17, 2010 to September

16, 2015)

RIDCOR ` 2,035.07 million,

consisting an

upfront

payment of `

1,500 million

and payment of

` 535.07

million in 60 monthly

instalments

2. IRDP Solapur Project,

Maharashtra

MEP IRDP Solapur Toll

Road Private

Limited (99.98%)

Toll collection activities together

with maintenance

of toll plazas and maintenance of

property and

equipment provided by

MSRDC

Collection of toll at four toll plazas

located at

Solapur – Hotgi Road, Solapur –

Barshi Road,

Solapur – Degaon

Mangalweda

156 weeks

(from

January 2, 2013 to

December

30, 2015)

MSRDC ` 208 million to be paid in three

equal annual instalments

159

Sr.

No.

Name of the

Project

Name of

Concession

Operator

(Company’s

Beneficial

Interest)

Description of

the Project

Number of Toll

Plazas/

Kms/Lanes

Term Client Payment to

Authority

road and Solapur

– Akkalkot toll

station

3. Vidyasagar Setu

Project, West

Bengal

Rideema Toll

Bridge Private

Limited (99.99%)

Toll collection

activities

Collection of toll

at toll plaza

located at the Vidyasagar Setu

Five years

(from September

1, 2013 and

ending on August 31,

2018)

HRBC ` 2,610 million

in five equal

annual instalments

consisting of an

upfront

payment of `

522 million and payment of

remaining

amount in four

equal

instalments

annually in advance

4. Rajiv Gandhi

Salai Project,

Tamil Nadu

Company Toll collection

service

Collection of toll

at five toll plazas

located at Rajiv Gandhi Salai

Three years

(from March 8,

2014 to

March 7, 2017)

ITEL -****

5. Mahua -

Hindaun – Karauli Project,

Rajasthan

Company Toll collection

activities together with maintenance

of toll plazas

Collection of toll

at two toll plazas located near

Phulwada and

near Gazipur on the Mahua –

Hindaun –

Karauli road

corridor

21 months

(from

January 24,

2013 and ending on

October 23,

2014)

RSRDC ` 146.83 million of

which 17.50%

is required to paid before

commencement

of toll collection and

remaining to be

paid in 20 monthly

instalments

commencing on January 24,

2013

6. Kini Tasawade

Project, Maharashtra

Raima Toll

&Infrastructure Private Limited

(99.99%)

Toll collection Collection of toll

at toll plaza near Kini (km

634.500) and

Tasawade (km 694.000) on

National

Highway No. 4

104 weeks

(from May

29, 2014 to

May 26, 2016)

MSRDC ` 2,270.70 million to be

paid in upfront

monthly instalments

7. Kalyan Shilphata

Project,

Maharashtra

Company Toll collection Collection of toll

at two toll plazas

located at Katai

and Gove on the

Bhiwandi –

Kalyan – Shilphata section

(from km 0.000

to km 21.060) of the State

Highway No. 40

156 weeks

(from

September

27, 2013 to

September 23, 2016)

MSRDC ` 633.60

million to be

paid in upfront

monthly

instalments

* Our Company holds 99.54% of the equity share capital of Rideema Toll Private Limited which in turn holds 99.99% of the equity share capital of BTPL

** BTPL has issued notices to MSRDC for termination of the Baramati Project and seeking termination payments under the agreement for

the Baramati Project. However, the termination has not taken effect as on date.

160

*** The consideration paid towards acquisition of BTPL was ` 10.10 million.

**** Our Company is entitled to ` 14.62 million for the first year, subject to escalation at the rate of 5.00% per annum during each subsequent year, for a period of two years.

A. OMT projects

We operate five OMT projects in Maharashtra, Tamil Nadu and Andhra Pradesh. We operate all our ongoing

OMT projects through our Subsidiaries. The details of our ongoing OMT projects are set forth below:

1. Mumbai Entry Points Project

Description

MSRDC has completed construction of a major part of 55 flyovers in Mumbai. In order to recover cost of

construction of the flyovers, MSRDC had been given the right to collect toll at the five Mumbai entry points. In

light of the same, MSRDC proposed to take upfront payment for repayment of the loan taken for the

construction of the 55 flyovers project by securitization of five Mumbai entry points on the Sion–Panvel

Highway, the Western Express Highway corridor, the Eastern Express Highway corridor, the Lal Bahadur

Shashtri Marg corridor and the Airoli Bridge corridor. Under the Mumbai Entry Points Project, we undertake

maintenance of, and collection of toll at, the Mumbai Entry Points along with maintenance of 27 flyovers and

certain allied structures.

Prior to the award of the Mumbai Entry Points Project, our Company undertook collection of toll at the five

Mumbai Entry Points from December 1, 2002 until November 19, 2010 pursuant to a contract with MSRDC

and subsequent extension thereof.

Project Operator

The Mumbai Entry Points Project is operated by our Subsidiary, MIPL, pursuant to a contract dated November

19, 2010 (the “Mumbai Entry Points Contract”) with MSRDC. Our Company holds 99.99% of the equity share

capital of MIPL.

MIPL has entered into a maintenance agreement dated September 8, 2014 with our Company pursuant to which,

our Company will undertake maintenance and road repairing activities for the Mumbai Entry Points Project for

an aggregate consideration of ` 8,430 million. The term of this maintenance agreement is until November 19,

2026. Our Company has further sub-contracted the maintenance activities to A N Infrastructure Services Private

Limited (“A N Enterprises”) pursuant to a maintenance agreement dated September 8, 2014 with a term until

November 19, 2026 for an aggregate consideration of ` 3,120 million. Additionally, in terms of this

maintenance agreement, our Company will pay ` 1,750 million to A N Enterprises as mobilisation advance.

Further, MIPL has entered into a construction agreement dated December 2, 2013 with MEP HS pursuant to

which MEP HS will undertake capacity augmentation at Mulund and Vashi which includes construction of

additional lanes and toll plazas at estimated cost of ` 200 million. In terms of the construction agreement, MIPL

will pay ` 52.50 million to MEP HS as mobilisation advance.

Key Terms of the Contract

The Mumbai Entry Points Project has been granted to MIPL for a period of sixteen years commencing on

November 20, 2010 and ending on November 19, 2026. In terms of the Mumbai Entry Points Contract, the

scope of work for Mumbai Entry Points Project consists of: (i) operation and maintenance of five Mumbai

Entry Points along with 27 flyovers and certain allied structures such as bridges, underpasses, foot over-bridges,

cross drainage works, pavements on the Sion–Panvel Highway, Western Express Highway corridor, Eastern

Express Highway corridor, Lal Bahadur Shashtri Marg corridor and Airoli Bridge corridor; (ii) collection of toll

at all five Mumbai Entry Points; and (iii) capacity augmentation at Mulund and Vashi which includes

construction of additional lanes and toll plazas at Mulund and Vashi. For further details of the Mumbai Entry

Points Contract, see the section “Description of Certain Key Contracts – Contract Agreement dated November

19, 2010 between our Company, ITIPL, MIPL and MSRDC” on page 179.

161

Payment to Authority

An upfront amount of ` 21,000 million was paid to MSRDC towards securitisation of the Mumbai Entry Points

Project. Further, in terms the Mumbai Entry Points Contract, if after five years from the commencement date,

the revenue generated from toll collection is more than the revenue projected by MIPL, the excess revenue shall

be shared with MSRDC as per the formula specified in the Mumbai Entry Points Contract.

Debt Financing

MIPL has been sanctioned a bank guarantee facility of ` 375.70 million by Canara Bank for the purpose of

furnishing six performance bank guarantees to MSRDC towards performance obligations under the Mumbai

Entry Points Project. The bank guarantee facility is valid for a period of 19 years from September 2010.

MIPL has availed a loan of ` 21,210.00 million from IDFC Limited, HDFC Limited, Canara Bank and India

Infrastructure Finance Company Limited for securitisation of and for carrying out maintenance activities in

relation to the Mumbai Entry Points Project. The loan is repayable in 312 unequal fortnightly instalments

commencing from October 1, 2011 for IDFC Limited, HDFC Limited and Canara Bank and in 109 unequal

monthly instalments commencing from October 2013 for India Infrastructure Finance Company Limited. As of

August 31, 2014, the amount outstanding under the loan was ` 21,662.21 million.

For further details, see the section “Financial Indebtedness” on page 430.

2. Madurai-Kanyakumari Project, Tamil Nadu

Description

National Highway No. 7 is a major national highway that runs through the states of Uttar Pradesh, Madhya

Pradesh, Maharashtra, Andhra Pradesh, Karnataka and Tamil Nadu. The total length of National Highway No. 7

is approximately 2,369 kilometres and connects cities such as Varanasi, Jabalpur, Nagpur, Hyderabad,

Bangalore, Madurai and Kanyakumari. The Madurai-Tirunelveli-Panagudi-Kanyakumari section of the

National Highway No. 7 is a 243.17 km long, four-lane carriageway in Tamil Nadu. Madurai – Kanyakumari

Project, we undertake maintenance of, and collection of toll at, the Madurai-Tirunelveli-Panagudi-Kanyakumari

section of the National Highway No. 7. We collect toll at four toll plazas situated at Kappallur, Salaipudur,

Nanguneri and Eturvattam on the Madurai – Kanyakumari section.

Project Operator

The Madurai-Kanyakumari Project is operated by our Subsidiary, RTRPL pursuant to a concession agreement

dated April 10, 2013 with NHAI (the “RTRPL Concession Agreement”). Our Company holds 99.99% of the

equity share capital of RTRPL.

RTRPL has entered into a maintenance agreement dated September 17, 2013 with MHSPL pursuant to which

MHSPL will undertake maintenance and road repairing activities for the Madurai-Kanyakumari Project for an

aggregate consideration of ` 2,710 million. The term of this maintenance agreement is until September 21,

2022. Further, MHSPL has entered into a maintenance agreement dated September 18, 2013 with A N

Enterprises pursuant to which MHSPL has sub-contracted to A N Enterprises the maintenance and road

repairing activities for the Madurai-Kanyakumari Project at estimated cost of ` 2,400 million. Additionally, in

terms of this maintenance agreement, MHSPL is required to pay to A N Enterprises 40% of the estimated

contract price as a mobilisation advance. The term of the maintenance agreement is until September 21, 2022.

Key Terms of the Concession

The Madurai – Kanyakumari Project has been granted to RTRPL for a period of nine years, commencing on

September 22, 2013 and ending on September 22, 2022. In terms of the RTRPL Concession Agreement,

RTRPL shall provide toll collection and management facilities, routine and periodic maintenance facilities

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including road surface overlays, rectify defects and deficiencies and replace and maintain certain facilities

specified in the RTRPL Concession Agreement and has been granted a sole and exclusive right to collect toll

charges from users of the Madurai – Kanyakumari section. For further details of the RTRPL Concession

Agreement, see the section “Description of Certain Key Contracts – Concession Agreement dated April 10,

2013 between NHAI and RTRPL” on page 181.

Payment to the Authority

The amount payable to NHAI for the Madurai – Kanyakumari Project is ` 1,108.70 million for the first year of

the concession period, as adjusted on account of incomplete stretches on the Madurai – Kanyakumari section.

The contractual amount payable to NHAI in terms of the RTRPL Concession Agreement will be increased at

the rate of 10.00% every year as compared to the preceding year. In terms of the RTRPL Concession

Agreement, the contract amount for a particular year is payable to NHAI in 12 equal monthly instalments.

Debt Financing

RTRPL has availed a bank guarantee of ` 648 million from IDBI Bank Limited for furnishing performance

security for the Madurai – Kanyakumari Project. RTRPL has further received sanction for a rupee term loan of

` 157 million from IDBI Bank Limited for financing the Madurai – Kanyakumari Project. The loan is repayable

in 28 unequal monthly instalments starting after a moratorium period of three months from the commercial

operation date. As of August 31, 2014, the total amount outstanding under the loan was ` 109.46 million.

For further details, see the section “Financial Indebtedness” on page 430.

3. Hyderabad-Bangalore Project, Andhra Pradesh

Description

Under the Hyderabad-Bangalore Project, we undertake maintenance of, and collection of toll at, the

Hyderabad–Bangalore section of the National Highway No. 7. The Hyderabad–Bangalore section of the

National Highway No. 7 is a 251.16 km long four-lane carriageway which passes through the districts of

Kurnool and Anantapur in Andhra Pradesh. Various cement manufacturing factories, fertilizer plants, rice mills

and limestone mining industries are located in Kurnool and Anantapur. We collect toll at three toll plazas

situated at Amakathadu, Marur and Kasepalli on the Hyderabad-Bangalore section of the National Highway No.

7.

Project Operator

The Hyderabad-Bangalore Project is being undertaken by our Subsidiary, MEP HB pursuant to a concession

agreement dated December 18, 2012 (the “MEP HB Concession Agreement”) with NHAI. Our Company holds

51.00% of the equity share capital of MEP HB.

MEP HB has entered into a maintenance agreement dated September 16, 2013 with, MHSPL pursuant to which

MHSPL will undertake maintenance and road repairing activities for the Hyderabad-Bangalore Project for an

aggregate consideration of ` 2,360 million. The term of this maintenance agreement is until May 15, 2022.

Further, MHSPL has entered into a maintenance agreement dated September 17, 2013 with A N Enterprises

Infrastructure Services Private Limited, pursuant to which, MHSPL has sub-contracted to A N Enterprises

Infrastructure Services Private Limited the maintenance and road repairing activities for the Hyderabad-

Bangalore Project at estimated cost of ` 2,100 million. Additionally, in terms of this maintenance agreement,

MHSPL is required to pay to A N Enterprises 40% of the estimated contract price as a mobilisation advance.

The term of the maintenance agreement is until May 15, 2022.

Key Terms of the Concession

The Hyderabad – Bangalore Project has been granted to MEP HB for a term of nine years, commencing on May

16, 2013 and ending on May 15, 2022. Under the MEP HB Concession Agreement, MEP HB is required to

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provide toll collection and management facilities, routine and periodic maintenance facilities including road

surface overlays, rectify defects and deficiencies and replace and maintain certain facilities specified in the

MEP HB Concession Agreement. MEP HB has been granted the right to collect toll at the Hyderabad–

Bangalore section of the National Highway No. 7. For further details of the MEP HB Concession Agreement,

see the section “Description of Certain Key Contracts – Concession Agreement dated December 18, 2012

between NHAI and MEP HB” on page 184.

Payment to the Authority

The amount payable to NHAI for the Hyderabad – Bangalore Project is ` 1,059.30 million for the first year of

the concession period, which will be increased at the rate of 10.00% each year as compared to the preceding

year. The amount to be paid to NHAI for each year is payable in 12 equal monthly instalments as per the MEP

HB Concession Agreement.

Debt Financing

MEP HB has availed a loan of ` 350 million and a bank guarantee of ` 486 million from Allahabad Bank

Limited to finance operation and maintenance activities for the Hyderabad – Bangalore Project and to assure

payment of balance amount of MEP HB’s obligations as per the MEP HB Concession Agreement. The loan is

repayable in 16 unequal quarterly instalments with first instalment commencing from the quarter following the

first quarter of disbursement. As of August 31, 2014, the amount outstanding under the loan was ` 318.89

million.

For further details, see the section “Financial Indebtedness” on page 430.

4. Chennai Bypass Project, Tamil Nadu

Description

Under the Chennai Bypass Project, we undertake maintenance of, and collection of toll for, the Chennai Bypass

section which is a 32.60 km long, six-lane carriageway in Tamil Nadu that links National Highway No. 45,

National Highway No. 4, National Highway No. 205 and National Highway No. 5. The Chennai Bypass section

was constructed to decongest the traffic in the city of Chennai. The vehicles coming from the southern districts

of Tamil Nadu can reach National Highway No. 45, National Highway No. 4, National Highway No. 205 and

National Highway No. 5 without entering the city of Chennai. The Chennai Bypass section provides

connectivity to the two ports of Chennai – the Chennai port and Ennore port. We undertake toll collection at

two toll plazas as part of the Chennai Bypass Project. The toll plazas are situated near Vanagaram and Ambattur

villages in the Chennai Bypass section.

MEP CB had filed a writ petition before the Delhi High Court seeking revision in toll rates and permission to

set up additional toll booths to prevent toll evasion. Pursuant to this writ petition and the meetings of the

executive committee of NHAI and the 3CGM Amicable Settlement Committee of NHAI, it has been agreed,

inter alia, that MEP CB would be permitted to set up additional toll booths at five locations, subject to certain

conditions. Thereafter, NHAI has, vide its letter dated August 4, 2014, permitted MEP CB to construct five

additional toll booths on the Chennai Bypass section. A public interest litigation has been filed before the

Madras High Court seeking quashing of this letter from NHAI. For further details, see the section “Outstanding

Litigation and Material Developments – Litigation involving MEP CB – Litigation against MEP CB” on page

463.

Project Operator

The Chennai Bypass Project is operated by our Subsidiary, MEP CB pursuant to a concession agreement dated

January 14, 2013 with NHAI (the “MEP CB Concession Agreement”). Our Company holds 100.00% of the

equity share capital of MEP CB. We have made an application dated September 21, 2013 to NHAI for transfer

of 4,900 shares of MEP CB held by our Company to MEP Toll Gates Private Limited.

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MEP CB has entered into a maintenance agreement dated August 16, 2013 with MHSPL pursuant to which

MHSPL will undertake maintenance and road repairing activities for the Chennai Bypass Project for an

aggregate consideration of ` 1,450 million. The term of this maintenance agreement is until May 13, 2022.

Further, MHSPL has entered into a maintenance agreement dated August 17, 2013 with A N Enterprises

Infrastructure Services Private Limited, pursuant to which MHSPL has sub-contracted to A N Enterprises

Infrastructure Services Private Limited the maintenance and road repairing activities for the Chennai Bypass

Project at estimated cost of ` 1,300 million. Additionally, in terms of this maintenance agreement, MHSPL is

required to pay to A N Enterprises 40% of the estimated contract price as a mobilisation advance. The term of

the maintenance agreement is until May 13, 2022.

Key Terms of the Concession

The Chennai Bypass Project has been granted to MEP CB for a period of nine years, commencing on May 14,

2013 and ending on May 14, 2022. In terms of the MEP CB Concession Agreement, MEP CB shall provide toll

collection and management facilities, routine and periodic maintenance facilities including road surface

overlays, rectify defects and deficiencies and replace and maintain certain facilities specified in the MEP CB

Concession Agreement, and has been granted a sole and exclusive right to collect toll charges from users of the

Chennai Bypass corridor. For further details of the MEP CB Concession Agreement, see the section

“Description of Certain Key Contracts – Concession Agreement dated January 14, 2013 between NHAI and

MEP CB” on page 186.

Payment to the Authority

The amount payable to NHAI for the Chennai Bypass Project is ` 1,530 million for the first year of the

concession period, which will be increased at the rate of 10.00% every year as compared to the preceding year.

In terms of the MEP CB Concession Agreement, the contract amount for a particular year is payable to NHAI in

12 equal monthly instalments.

Debt Financing

MEP CB has availed a bank guarantee of ` 594 million from IDBI Bank Limited for furnishing performance

security for the Chennai Bypass Project. The bank guarantee will remain in force for a period of 36 months

from February 6, 2013. MEP CB has also availed a loan of ` 100 million from IDBI Bank Limited for part

financing the construction of new toll plaza, augmentation of existing toll plaza, various road, furniture for the

Chennai Bypass Project. This loan is repayable in 28 monthly instalments commencing after a moratorium of 3

months from the commercial operation date. As of August 31, 2014, the amount outstanding under this loan was

` 38.58 million.

For further details, see the section “Financial Indebtedness” on page 430.

5. RGSL Project, Maharashtra

Description

Under the RGSL Project, we undertake maintenance of, and collection of toll for, the RGSL which comprises of

two cable stayed bridges along with approaches with an eight lane divided carriageway having a total length of

5.00 km including approaches. The RGSL links Bandra in the Western Suburbs of Mumbai with Worli in South

Mumbai. The bridge is a part of the western freeway and provides a fast moving outlet from the island city to

the western suburbs in Mumbai.

Prior to the award of the RGSL Project, our Company undertook collection of toll at the RGSL toll plaza from

July 6, 2009 to February 5, 2014 pursuant to Short Term contracts with MSRDC and subsequent extensions

thereof.

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Project Operator

The RGSL Project is operated by our Subsidiary, MEP RGSL, pursuant to a contract dated January 29, 2014

(the “RGSL Contract”) with MSRDC. Our Company holds 100.00% of the equity share capital of MEP RGSL.

MEP RGSL has entered into a maintenance agreement dated January 29, 2014 with MEP HS pursuant to which

MEP HS will undertake maintenance activities for the RGSL Project for an aggregate consideration of ` 119.60

million. The term of this maintenance agreement is until January 28, 2017.

Key Terms of the Contract

The RGSL Project has been granted to MEP RGSL for a period of 156 weeks commencing on February 6, 2014

to February 2, 2017. In terms of the RGSL Contract, the scope of work for RGSL Project consists of: (i)

maintenance of the RGSL Project; and (ii) collection of toll in terms of the RGSL Contract. For further details

of the RGSL Contract, see the section “Description of Certain Key Contracts – Contract Agreement dated

January 29, 2014 between our Company, MEP RGSL and MSRDC” on page 189.

Payment to Authority

In terms of the RGSL Contract, MEP RGSL is required to pay to MSRDC, for the first year of the RGSL

Contract, an upfront amount of ` 690 million in 12 equal monthly instalments, along with an additional one-

time payment of ` 5.00 million. The annual payment for the remaining Concession Period is subject to

escalation by 10.00% for the second year and 20.00% for the third year of the RGSL Project, to be paid in 12

equal monthly instalments for each year. Further, in terms the RGSL Contract, if the revenue generated from

toll collection is more than the revenue projected by MEP RGSL, the excess revenue shall be shared with

MSRDC as per the formula specified in the RGSL Contract.

Debt Financing

MEP RGSL has availed a loan of ` 190 million from Jankalyan Sahakari Bank Limited for payment of security

deposit and upfront charges to MSRDC against toll collection rights for the RGSL Project. This loan is

repayable in 33 unequal instalments commencing from June 2014 after a moratorium period of three months.

As of August 31, 2014, the amount outstanding under the loan was ` 186.58 million.

For further details, see the section “Financial Indebtedness” on page 430.

B. BOT Project

We currently operate one BOT project in Baramati, Maharashtra. The details of our ongoing BOT project are

set forth below:

Baramati Project, Maharashtra

Description

Under the Baramati Project, we undertake maintenance of, and collection of toll for, the Ring Road and bridges

in Baramati on a BOT basis. Baramati is a significant road junction of State Highway No. 10, State Highway

No. 66, State Highway No. 68 and Main District Road No. 65 in Maharashtra and has witnessed growth in

traffic as a result of population growth and increasing commercial activities. The construction of the four lane

Sakhali bridge on Karha River was completed by us in June 2012. We currently undertake toll collection

activities at five toll plazas situated at Morgaon, Neergaon, Patas, Bhigawan and Indapur in the Baramati

Project.

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Project Operator

The Baramati Project is being undertaken by our Subsidiary, BTPL pursuant to a concession agreement dated

October 25, 2010 with MSRDC (the “BTPL Concession Agreement”). BTPL has issued notices to MSRDC for

terminating the Baramati Project on account of delay in handing over the land for development by MSRDC and

has also sought termination payments under the BTPL Concession Agreement. However, the termination has

not yet taken effect and BTPL is continuing to operate the Baramati Project as on date. Our Company holds

99.54% of the equity share capital of Rideema Toll Private Limited which in turn holds 99.99% of the equity

share capital of BTPL. Rideema Toll Private Limited acquired 98.00% of the equity share capital of BTPL from

Pratibha Industries Limited and Kakade Infrastructure Private Limited pursuant to a share purchase agreement

dated January 20, 2011.

Key Terms of the Concession

The Baramati Project has been granted to BTPL for a term of 19 years and four months, commencing on

October 25, 2010 and ending on February 24, 2030. In terms of the BTPL Concession Agreement, BTPL is

required to provide toll collection and management facilities, routine and periodic maintenance facilities, rectify

defects and deficiencies and replace and maintain certain facilities specified in the BTPL Concession

Agreement including Ring Road and the bridges in Baramati and has the right to collect toll charges for the

above period. For further details of the BTPL Concession Agreement, see the section “Description of Certain

Key Contracts – Concession Agreement dated October 25, 2010 between MSRDC, Baramati Municipal Council

and BTPL” on page 191.

Payment to the Authority, and towards acquisition

The total payment to MSRDC for the Baramati Project is ` 650 million and a concession fee of ` 100 to be paid

annually during the currency of the BTPL Concession Agreement. The amount of ` 650 million has been paid

to MSRDC by us in four unequal instalments. The consideration paid towards acquisition of BTPL was ` 10.10

million.

Debt Financing

BTPL has received a sanction for a loan of ` 594.10 million from Bank of Baroda to finance the Baramati

Project. The loan is repayable in 39 unequal quarterly instalments commencing in fiscal 2012 and ending in

2021. As of August 31, 2014, the amount outstanding under the loan was ` 553.83 million.

For further details, see the section “Financial Indebtedness” on page 430.

C. Toll collection projects

We operate 23 toll collection projects in various states including Maharashtra, Gujarat, Uttar Pradesh,

Karnataka, and Rajasthan. Out of the 23 toll collection projects that we operate, seven are Long Term Projects

and 16 are Short Term Projects.

Long Term toll collection projects

The details of our ongoing Long Term toll collection projects are set forth below:

1. Phalodi-Ramji Project, Rajasthan

Description

The Phalodi – Pachpadra – Ramji Ki Gol road project is one of the highway projects undertaken by RIDCOR in

Rajasthan. Under the Phalodi-Ramji Project, we undertake collection of toll at four toll plazas in the Phalodi –

Pachpadra – Ramji Ki Gol road corridor located at Kolu Pabuji village, Kelan Kot village, Bhooka Bhagat

Singh village and Naya Nagar village. The Phalodi – Pachpadra – Ramji Ki Gol road corridor is a 290 km long

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corridor that passes through Jodhpur and Barmer districts and connects to Kandla port in Gujarat. The bid

document for this project refers to this corridor as the shortest route from Kandla port to other states like

Punjab, Haryana, Himachal Pradesh and Jammu and Kashmir.

Project Operator

The Phalodi-Ramji Project is being undertaken by our Subsidiary, RVPL pursuant to a letter of license dated

September 16, 2010 (the “RVPL Letter of License”) with RIDCOR. Our Company holds 99.99% of the equity

share capital of RVPL.

Key Terms of the License

The Phalodi – Ramji Project has been granted to RVPL for a term of five years, commencing on September 17,

2010 and ending on September 16, 2015. Under the RVPL Letter of License, RVPL is responsible for traffic

management at the toll plazas and for maintaining the toll plazas, including road portions of the plaza. For

further details of the RVPL Letter of License, see the section “Description of Certain Key Contracts – Letter of

License dated September 16, 2010 between our Company, RVPL and RIDCOR” on page 193.

Payment to the Authority

The total payment to RIDCOR for this project is ` 2,035.07 million, out of which ` 1,500 million was paid to

RIDCOR as an upfront payment and the remaining amount is required to be paid in 60 monthly instalments in

accordance with the RVPL Letter of License.

Debt Financing

RVPL has availed a loan of ` 1,500 million from IDFC Limited for making upfront payment to RIDCOR

towards tolling rights on the Phalodi-Ramji Project. This loan is repayable in 112 unequal fortnightly

instalments commencing from November 15, 2010. As of August 31, 2014, the amount outstanding under the

loan was ` 447.41 million.

For further details, see the section “Financial Indebtedness” on page 430.

2. IRDP Solapur Project, Maharashtra

Description

The Solapur road project is one of the highway projects initiated by MSRDC in Maharashtra. Solapur lies on

the border of Maharashtra and Karnataka. Solapur is known for its textile industries and is an important junction

falling on routes to various religious places such as Pandharpur, Gangapur, Akkalkot and Tulzapur. Under the

IRDP Solapur Project, we undertake collection of toll at four toll plazas located at Solapur – Hotgi Road,

Solapur – Barshi Road, Solapur – Degaon Mangalweda Road and Solapur – Akkalkot Road.

Project Operator

The IRDP Solapur Project is operated by our Subsidiary, MEP Solapur, pursuant to a contract agreement dated

January 1, 2013 with MSRDC (the “IRDP Contract”). Our Company holds 99.98% of the equity share capital of

MEP Solapur.

Key Terms of the Contract

The IRDP Solapur Project has been granted to MEP Solapur for a period of 156 weeks commencing on January

2, 2013 and ending on December 30, 2015. Under the IRDP Contract, MEP Solapur is responsible for

maintaining the toll plazas, including road portions of the plaza. For further details, see the section “Description

of Certain Key Contracts – Contract Agreement dated January 1, 2013 between our Company, MEP Solapur

and MSRDC” on page 195.

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Payment to the Authority

The total payment to MSRDC for the IRDP Solapur Project is ` 208 million, to be paid in three equal annual

instalments.

Debt Financing

MEP Solapur has availed a loan of ` 63.75 million from Dombivli Nagari Sahakari Bank Limited for financing

the IRDP Solapur Project. This loan is repayable in 12 equated monthly instalments commencing from the

month of the disbursement of the loan. As of August 31, 2014, the amount outstanding under the loan was `

30.02 million.

For further details, see the section “Financial Indebtedness” on page 430.

3. Vidyasagar Setu Project, West Bengal

Description

Under the Vidyasagar Setu Project, we undertake collection of toll at the 18 lane toll plaza at Vidyasagar Setu.

Vidyasagar Setu (commonly known as the Second Hooghly Bridge), is a bridge over the Hooghly River in West

Bengal. It links the city of Howrah to Kolkata.

Project Operator

The Vidyasagar Setu Project is operated by our Subsidiary, RTBPL, pursuant to a tripartite agreement dated

January 24, 2014 between our Company, RTBPL and HRBC (the “VS Tripartite Agreement”). Our Company

and HRBC have entered into an agreement dated January 24, 2014 (the “Vidyasagar Setu Agreement”) and our

Company has in turn executed an inter-se agreement dated January 24, 2014 with RTBPL (the “VS Inter-se

Agreement”, and together with the Vidyasagar Setu Agreement and the VS Tripartite Agreement, the

“Vidyasagar Setu Agreements”). Our Company holds 99.99% of the equity share capital of RTBPL.

Key Terms of the Contract

The Vidyasagar Setu Project has been granted to RTBPL a period of five years commencing on September 1,

2013 and ending on August 31, 2018. In terms of the Vidyasagar Setu Agreements, RTBPL is entitled to collect

the toll from vehicles seeking entry or exit through the toll site at the Vidyasagar Setu on National Highway no.

117 and for handling, operation, maintenance, renewing and renovation, upgrading of existing electronically

operated toll collection system. For further details, see the section “Description of Certain Key Contracts –

Agreement dated January 24, 2014 between our Company, RTBPL and HRBC” on page 198.

Payment to the Authority

The total payment to HRBC for the Vidyasagar Setu Project is ` 2,610 million, to be paid in five equal

instalments over a period of five years out of which ` 522 million was paid to HRBC as an upfront payment and

the remaining amount is required to be paid in four equal instalments annually in advance.

Debt Financing

RTBPL has availed a term loan of ` 400 million and a bank guarantee of ` 1,566 million from Allahabad Bank

for financing part of the yearly upfront payment to be made to HRBC for the Vidyasagar Setu Project, to meet

the cost of upgradation of the toll collection system and assuring payment of balance amount to HRBC by

RTBPL under the Vidyasagar Setu Agreements. The term loan is repayable from the third tranche in 12 equal

monthly instalments commencing from the month of disbursement. As of August 31, 2014, the amount

outstanding under the loan was ` 67.71 million. The bank guarantee is valid for 63 months from September

2013 till November 2018.

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For further details, see the section “Financial Indebtedness” on page 430.

4. Rajiv Gandhi Salai Project, Tamil Nadu

Description

Rajiv Gandhi Salai, previously known as the IT corridor, is an important road in Chennai, housing major IT and

BPO companies and educational institutions, extending from Madhya Kailash Temple Junction to Siruseri, in

Chennai. Under the ITEL Project, we have been appointed as service agency for toll collection at Rajiv Gandhi

Salai, Chennai, Tamil Nadu.

Project Operator

The ITEL Project is operated by our Company pursuant to a contract agreement dated March 4, 2014 with IT

Expressway Limited (the “ITEL Contract”).

Key Terms of the Contract

The ITEL Project has been granted to our Company for a term of three years, commencing on March 8, 2014

and ending on March 7, 2017. Under the ITEL Contract, our Company provides toll collection service for the

toll plazas located at Rajiv Gandhi Salai in Chennai. For further details of the ITEL Contract, see the section

“Description of Certain Key Contracts – Agreement dated March 4, 2014 between our Company and ITEL” on

page 197.

Payment under the contract

Our Company is entitled to a contract price of approximately ` 14.62 million for the first year under the ITEL

Contract. This contract price is subject to escalation at the rate of 5.00% per annum during each subsequent

year, during the term of the ITEL Contract.

Debt Financing

Our Company has not availed any loan for the ITEL Project.

5. Mahua – Hindaun – Karauli Project, Rajasthan

Description

The Mahua – Hindaun – Karauli Project is one of the highway projects undertaken by RSRDC in Rajasthan.

Under the Mahua – Hindaun – Karauli Project, we undertake toll collection activities at two toll plazas in the

Mahua – Hindaun – Karauli road corridor located near Phulwada and near Gazipur. The Mahua – Hindaun –

Karauli road corridor is an approximately 165 km long corridor that connects the semi urban centres of the

region which include Hindaun City, Gazipur and Gangapur. It also provides connectivity to NH – 11 and NH –

11B. The Mahua side connects to Jaipur and Bharatpur, major business and tourist centres of India.

Project Operator

The Mahua – Hindaun – Karauli Project is being undertaken by our Company pursuant to an agreement dated

January 11, 2013 with RSRDC (the “Mahua – Hindaun – Karauli Agreement”).

Key Terms of the Agreement

The Mahua – Hindaun – Karauli Project has been granted to our Company for a term of 21 months,

commencing on January 24, 2013 and ending on October 23, 2014. Under the Mahua – Hindaun – Karauli

Agreement, our Company is entitled to collect toll at the toll plazas and is responsible for maintaining the toll

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plazas. For further details of the Mahua – Hindaun – Karauli Agreement, see the section “Description of Certain

Key Contracts – Agreement for collection of toll dated January 11, 2013 between our Company and RSRDC”

on page 200.

Payment to the Authority

The total payment to RSRDC for Mahua – Hindaun – Karauli Project is ` 146. 83 million. Out of the total

payment, an amount of ` 25.69 million constituting 17.50% has been paid to RSRDC before the start of toll

collection and the remaining is payable in 20 monthly instalments starting on January 24, 2013.

Debt Financing

Our Company had availed a loan of ` 53.82 million from TJSB Sahakari Bank Limited to part finance the

payment to be made to RSRDC towards toll collection for the Mahua – Hindaun – Karauli Project. As of

August 31, 2014, the loan has been repaid.

6. Kini Tasawade Project, Maharashtra

Description

The Satara – Kolhapur section of the National Highway no. 4 has been given by NHAI to MSRDC for

implementation of four-laning, construction of flyovers, bridges, etc. which will reduce traffic congestion at

various towns and junctions on the section. Under the Kini Tasawade Project, we undertake collection of toll at

two toll plazas located near Kini and Tasawade, which are located at the Satara – Kolhapur section of the

National Highway no. 4.

Project Operator

The Kini Tasawade Project is operated by our Subsidiary, RTIPL, pursuant to a contract agreement dated

September 5, 2014 with MSRDC (the “Kini Tasawade Contract”). Our Company holds 99.99% of the equity

share capital of RTIPL.

Key Terms of the Contract

The Kini Tasawade Project has been granted to RTIPL for a period of 104 weeks commencing on May 29, 2014

and ending on May 26, 2016. Under the Kini Tasawade Contract, RTIPL is responsible for maintaining the toll

plazas, including road portions of the plaza. For further details, see the section “Description of Certain Key

Contracts – Contract Agreement dated September 5, 2014 between our Company, RTIPL and MSRDC” on

page 201.

Payment to the Authority

The total payment to MSRDC for the Kini Tasawade Project is ` 2,270.70 million, to be paid in upfront

monthly instalments. Further, in terms the Kini Tasawade Contract, if the revenue generated from toll collection

is more than the income projected by RTIPL, the excess revenue shall be shared with MSRDC as per the

formula specified in the Kini Tasawade Contract.

Debt Financing

RTIPL has availed a term loan of ` 260 million and a bank guarantee of ` 220.80 million from Bank of India to

fund the cost of the Kini – Tasawade Project. ` 85 million of the term loan is repayable in first 21 months by

way of unequal monthly instalments after initial moratorium of 1 month out of the surplus generated from

revenue and ` 175 million, which has been advanced for the purpose of funding the cost of the project, is

repayable at the end of 30 months or on receipt of security deposit from MSRDC, whichever is earlier from the

date of first drawdown. As of August 31, 2014, the amount outstanding under the loan was ` 261.55 million.

The bank guarantee is valid for a period of two years.

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For further details, see the section “Financial Indebtedness” on page 430.

7. Kalyan Shilphata Project, Maharashtra

Description

The Bhiwandi – Kalyan – Shilphata Road is one of the major links connecting the Mumbai Pune Highway

(National Highway No. 4) at Shilphata and the Mumbai - Nashik Highway (National Highway No. 3) at

Bhiwandi in Maharashtra. Under the Kalyan Shilphata Project, our Company undertakes collection of toll at

two toll plazas located at Katai and Gove on the Bhiwandi – Kalyan – Shilphata section on State Highway No.

40. The Bhiwandi – Kalyan – Shilphata road corridor is an approximately 21.06 km long corridor that connects

cities / towns of Kalyan, Dombivali and Bhiwandi.

Project Operator

The Kalyan Shilphata Project is operated by our Company pursuant to as agreement dated September 26, 2013

with MSRDC (the “Kalyan Shilphata Contract”).

Key Terms of the Contract

The Kalyan Shilphata Project has been granted to our Company for a period of 156 weeks commencing on

September 27, 2013 and ending on September 23, 2016. Under the Kalyan Shilphata Contract, our Company is

entitled to collect toll at the toll plazas situated at Katai and Gove. Under the Kalyan Shilphata Contract, our

Company is also responsible for maintaining the toll plazas. For further details of the Kalyan Shilphata

Contract, see the section “Description of Certain Key Contracts – Contract Agreement dated September 26,

2013 between our Company and MSRDC” on page 203.

Payment to the Authority

The total payment to MSRDC for Kalyan Shilphata Project is ` 633.60 million. Further, in terms the Kalyan

Shilphata Contract, if the revenue generated from toll collection is more than the revenue projected by our

Company, the excess revenue shall be shared with MSRDC as per the formula specified in the Kayan Shilphata

Contract.

Debt Financing

Our Company has availed a loan of ` 95.00 million from Kalyan Janata Sahakari Bank Limited which has been

utilised to finance the Kalyan Shilphata Project. This loan is repayable in 35 unequal monthly instalments

commencing after one month from the date of first disbursement. As of August 31, 2014, the amount

outstanding under the loan was ` 75.85 million. For further details, see the section “Financial Indebtedness” on

page 430.

Short Term toll collection projects

The details of our ongoing Short Term toll collection projects are set forth in the table below:

Sr. No. Name of the Project Term Client Description of the

Project

Payment to

Authority

1. Bankapur Toll Plaza, Karnataka

January 3, 2014 to January 2, 2015

NHAI Collection of toll at Bankapur toll plaza for

the Gabur – Devgiri

section (from km 404.000 to km 340.000)

of the National Highway

No. 4

` 340.20 million to be paid in weekly

instalments of

approximately `

6.52 million per

week

2. Brijghat Toll Plaza, Uttar January 4, 2014 to NHAI Collection of toll at ` 294.30 million to

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Sr. No. Name of the Project Term Client Description of the

Project

Payment to

Authority

Pradesh January 3, 2015 Brijghat toll plaza for the Hapur –

Garmuketeswar section

(from km 58.000 to km 93.000) of the National

Highway No. 24

be paid in weekly

instalments of `

5.64 million

3. Usaka / Chamari (Usaka) Toll Plaza, Uttar Pradesh

January 28, 2014 to January 27, 2015

NHAI Collection of toll at Usaka / Chamari

(Usaka) for the section

(from km 220.000 to km 260.713) on the National

Highway No. 25 and the

Bara – Orai section (from km 421.000 to km

449.000) on National

Highway No. 25 & 2

` 406.80 million to be paid in weekly

instalments of ` 7.80 million

4. Tundla Toll Plaza, Uttar Pradesh

March 19, 2014 to March 18, 2015

NHAI Collection of toll at Tundla toll plaza for the

Tundla – Makhanpur

section (from km 219.000 to km 250.500)

of National Highway

No. 2

` 450.00 million to be paid in weekly

instalments of ` 8.63 million

5. Dankuni Toll Plaza, West

Bengal

March 19, 2014 to March

19, 2015

NHAI Collection of toll at

Dankuni toll plaza for

the Palsit – Dankuni section (from km

587.853 to km 651.602)

of National Highway No. 2

` 650.70 million to

be paid in weekly

instalments of ` 12.48 million

6. Athur Toll Plaza, Tamil

Nadu

March 24, 2014 to March

23, 2015

NHAI Collection of toll at

Athur toll plaza for the Tambaram –

Tindivanam section

(from km 74.500 to km 121.000) of National

Highway No. 45

` 450.00 million to

be paid in weekly

instalments of `

8.63 million

7. Palsit Toll Plaza, West

Bengal

March 24, 2014 to March

24, 2015

NHAI Collection of toll at

Palsit toll plaza for the Budbud – Palsit section

(from km 525.853 to km

587.853) of National Highway No. 2

` 666.00 million to be paid in weekly

instalments of `

12.77 million

8. Panikholi Toll Plaza,

Odisha

March 25, 2014 to March

25, 2015

NHAI Collection of toll at

Panikholi toll plaza for the Bhadrak – Chetia

section (from new

chainage 191.698 (from km 53.124 to km

123.124 (new chainage

km 227.000 to km 157.000)) of National

Highway No. 5

` 346.50 million to

be paid in weekly

instalments of `

6.65 million

9. Paduna Toll Plaza, Rajasthan

April 5, 2014 to April 4, 2015

NHAI Collection of toll at Paduna toll plaza for the

Udaipur – Kherwada

section (from km 278.000 to km 348.000)

of National Highway

No. 8

` 567.00 million to be paid in equal

weekly instalments

10. Tendua Toll Plaza, Uttar Pradesh

July 22, 2014 to October 22, 2014

NHAI Collection of toll at Tendua toll plaza for the

Gorakhpur Bypass

section (from km 251.700 to km 279.800)

of National Highway

No. 28

` 0.77million to be paid daily

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Sr. No. Name of the Project Term Client Description of the

Project

Payment to

Authority

11. Dasna Toll Plaza, Uttar Pradesh

May 1, 2014 to April 30, 2015

NHAI Collection of toll at the Dasna toll plaza for the

Ghaziabad – Hapur

section (from km 27.640 to km 48.6384) and the

Hapur bypass section

(from km 48.63864 to km 60.000) of the

National Highway No.

24

` 175.50 million to be paid in weekly

instalments of

approximately `

3.37 million

12. Alwar Bhiwadi, Rajasthan July 1, 2014 to March 31,

2015

RIDCOR Collection of toll for the

Alwar – Bhiwadi section (from km 140.000 to km

180.000) and at Tijara

and Bhiwadi (for km 180.000 to km 225.000)

of the State Highway

No. 25

` 254.12 million

13. Chirle Toll Plaza and Karanjade Toll Plaza,

Maharashtra

August 13, 2014 to November 12, 2014

MJPRCL Collection of toll at toll plazas near Chirle

village and Karanjade

village for the section (from km 5.000 to km

26.987 and from km 0.000 to km 4.440) of

National Highway No.

4B and section (from km 106.000 to km 109.500)

of National Highway

No. 4

` 1.94 million to be paid daily

14. Alwar Sikandra, Rajasthan July 18, 2014 to March 31, 2015

RIDCOR Collection of toll at Banganga bridge for the

section (from km 0 to

km 20) and at Mahwa Khurd village for the

section (from km 20 to

km 77) of the Alwar – Sikandra section

` 117.96 million

(i.e. ` 0.46 million

daily)

15. Gaurau Toll Plaza, Uttar

Pradesh

July 22, 2014 to July 22,

2015

NHAI Collection of toll at

Gaurau toll plaza for the Shikonabad – Etawah &

Etawah Bypass section

(from km. 250.500 to km 321.100) of National

Highway No. 2

` 504.00 million to

be paid in weekly

instalments of `

9.67 million

16. Surajbari Toll Plaza,

Gujarat

September 21, 2014 to

September 20, 2015

NHAI Collection of toll at

Surajbari toll plaza for the Garamore –

Samakhiyali section (from km 254.537 to km

307.034) of National

Highway No. 8A in Gujarat.

` 617.40 million

Business Development

We procure and enter into contracts primarily through the process of competitive bidding. Our business

development team tracks newspaper reports as well as the official websites of various authorities and

government project tender aggregators where details of potential projects are typically listed. Subsequently, the

prospective tenders are sourced from the relevant issuing authorities such as NHAI, state public works

departments and road development corporations. We also source project tenders from private entities involved

in BOT projects who are looking to sublet the toll collection and maintenance activities for their balance

concession periods.

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The business development team reviews the request for proposal and request for qualification documents and

prepares list of queries for the pre-bid meeting, if any. The tender documents procured are initially evaluated by

the heads of business development, survey, finance and operations departments who determine whether a

particular project should be pursued based on review of various parameters including the project’s scale of size

and scope of work, potential profitability, geographic location, etc. Upon obtaining the initial internal clearance

to proceed with the bid, the business development team also mobilises the accounts, legal and human resources

departments in order to obtain various bid related inputs and documents required for preparation of technical

and financial bids. This mainly includes detailed traffic and revenue estimation studies and maintenance

activities studies, which are conducted by both in-house and/or external teams, A detailed bid presentation is

made to the Vice Chairman and Managing Director of our Company, Jayant D. Mhaiskar and Murzash

Manekshana, the Executive Director of our Company, who take the final decision on the bids to be made.

Necessary documents as well as fees and earnest money deposit, as required, are submitted in accordance with

the prescribed bidding procedure.

If the contract is awarded to us, all necessary steps are taken for procurement of letter of acceptance and

execution of various agreements. In case the contract is not awarded, application for refund of earnest money

deposit is made.

Upon receipt of the letter of acceptance, the business development team co-ordinates with the finance

department for arranging the performance security required to be paid for the project and with the legal and

secretarial departments for the execution of the contract. Simultaneously, the operations and human resource

departments are mobilised to commence the successfully bid projects in an efficient and timely manner.

Traffic Survey Methodology and Revenue Forecasting

We have in-house experience in the areas of traffic survey and prediction of traffic volumes and patterns across

different locations. We have an experienced traffic survey department consisting of 29 members as of August

31, 2014. Our traffic survey team has conducted surveys on various national highways, state highways,

expressways, tolling projects, bypasses and bridges in various states in India where we have projects.

Our traffic survey department identifies key parameters including the location, permissions and approvals

required, schedule and resources in respect of each survey prior to commencement of the actual survey.

Standardized survey forms and information sheets are used for collection of all ancillary and secondary data

relevant for traffic survey, project feasibility and revenue forecasting. This information collected include

information regarding toll plazas, lanes/booths, project infrastructure, surrounding villages and towns, business

and professions of local population, agricultural products, seasonality impacts and possible revenue leakages.

There are survey managers present at all survey locations to monitor the entire survey activity who conduct

random checks at regular intervals to ensure the accuracy of the survey. The survey forms are collected by the

survey managers on an hourly basis, thus avoiding any potential to normalize or alter any survey data. The

survey data is reviewed by a team at our head office and is validated for revenue forecasting.

The Average Daily Traffic (“ADT”) of various identified vehicle categories is derived from the survey data and

is used as a basis for revenue forecasting. Projections of revenue are prepared based on factors such as trends in

traffic counts, terms and conditions of request for proposal, fee notification and amendments, survey data,

possible seasonal variations, photographs, maps, geographical location and historical information, if available.

Toll rates, if not prescribed by the authority, are calculated based on formulas provided in the government

notifications and applied to revenue projections. The final revenue model is thereafter discussed and finalized

by the senior management for the purpose of bidding.

Toll Operation and Collection Process

Toll Operation Process:

Toll plazas primarily comprise of toll booths, a point of sale (“POS”) counter where monthly passes, discount

coupons, ETC tags and journey based cards are issued and an administrative office which supports and controls

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the collection activities. Every toll plaza is governed by the toll rates prescribed for different vehicle classes

under the respective contract and compliance with the specified toll rates is monitored by the manager deployed

at the toll plaza. The toll plazas are typically operated in shifts, taking into account factors like specific project

requirements (if any), operational convenience and employee satisfaction.

Bio-metric verification is used for recording staff attendance and toll booths are allocated through an employee

resource planning software. Available modes of payment typically include single journey ticket, return journey

ticket, daily and monthly passes, and journey based coupons / cards, any of which can be selected by the users.

The systems used for toll collection include: (i) a semi automatic toll collection system wherein the toll operator

ensures that the receipt generated pertains to the right class of vehicle; (ii) an automated vehicle classification

system which identifies the class of the vehicles with the help of sensors; (iii) an electronic toll collection

system which is a fully automated RFID technology based toll collection system; and (iv) a smart card based

electronic toll collection system. For details, see “– Information Technology” below.

Collection Process:

The supervisor collects cash from each toll booth every three hours. At the end of the shift, the toll operator

declares the last cash in hand as well as coupons collected and cancellation details, if any, at the administrative

office. The person in-charge of the shift enters all details provided and generates a shift master report. At the

end of his shift, the person in-charge of the shift also prepares a sale report of the POS counter as well as a final

cash slip detailing booth wise intermediate and final collection.

At the toll plazas in Mumbai, cash collected is transported in the presence of appropriate security and insurance

to the cash office, where it is counted and verified against the final cash slip. At the toll plazas at other

locations, cash is either deposited by toll officials in the bank or directly collected by the bank.

Information Technology

We have partnered with various technology and software providers and have installed modern technologies and

deployed newer tools across various projects.

Toll Management Systems:

Payments at the toll plazas, both electronic as well cash payment, are processed through a semi-automated or a

fully-automated toll collection system, depending on complexity of the project and the infrastructure provided

by the government authority. We have installed toll management systems at all of our toll collection projects

and five OMT projects. Both these systems collect and store traffic and payment data, thereby reducing the need

for manual operation. A semi-automated system consists of revenue collection software desktop, barrier gate,

smart cards and monitoring cameras and a fully automated system includes equipments such as vehicle counting

classifier, vehicle audit system, communication channels and traffic control equipment in addition to all the

components of a semi-automated system.We also have established security systems and equipment at our toll

booths including modern video and image capturing equipment to minimize cash pilferage.

RFID Technology Based Electronic Toll Collection System and Smart Cards:

We have established an RFID technology based electronic toll collection system (“ETC”) at the RGSL toll

plaza in Mumbai, the Vidyasagar Setu Project and at four toll plazas forming part of the Mumbai Entry Points

Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai Entry

Points Project. As of August 31, 2014, we had over 22,000 customers enrolled in the RFID based ETC system

at our projects. The RFID technology based ETC system senses the tag mounted on the windshield of the user’s

vehicle and deducts the toll fee from the prepaid amount as per the toll fee notification of the project. The RFID

tag cannot be tampered with and comes with self-destructive properties which ensure that the tag becomes

unusable in the event of any attempt to tamper the same. The benefits of RFID technology based ETC include

reduced transaction time and cashless payment.

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We also have the smart card based ETC system which enables the users to make payments through prepaid

smart cards at some of our projects including, the Mumbai Entry Points Project, Chennai Bypass Project,

Hyderabad-Bangalore Project, Madurai-Kanyakumari Project, RGSL Project, the Dankuni toll plaza in West

Bengal and the Kalyan-Shilphata Project.

ETC systems reduce cash management resulting in revenue enhancement as well as improved transparency in

the amount of toll collected. ETC systems also help in reducing the clearing time for vehicles at the toll stations

thereby improving operational efficiency.

Vehicle Identification Systems:

We make use of video and image capturing equipment and automatic vehicle identification based on in-

road/infrared sensors for identifying the categories of vehicles for the purpose of determining the applicable toll

rate. We deploy infrared based toll revenue audit systems at some of our projects, including toll plazas for the

Mumbai Entry Points Project and the RGSL toll plaza and undertake video-based monitoring of the operations

at the projects through a centralised control room at our head office.

Weight Based Tolling Systems:

We use weight based tolling system for our OMT contracts with NHAI with the help of ‘weighing in motion’

devices that are designed to capture and record axle weights and gross vehicle weights as vehicles drive over a

measurement site. Weighing in motion systems do not require the vehicle to stop and are capable of measuring

vehicles that are travelling at a reduced or normal traffic speed, thereby improving the efficiency of the

weighing process.

Systems for Back Office Management and Support Functions:

We also have enterprise resource planning solutions for back office management and support functions. We

currently use Microsoft Project as tool to track and review activities in highway maintenance. We are also

evaluating options for, and in discussions with, certain service providers with respect to implementing newer

systems for highway management.

Employees

We believe that a team of committed and motivated employees is a key competitive advantage and will benefit

us in our future growth and expansion. As of August 31, 2014, we had 3,798 employees, of which 3,518

employees were engaged as toll operational staff, and the balance 280 employees include employees at our head

office and those engaged in toll management and operation and maintenance activities for our OMT and BOT

projects. 1,651 employees were on the rolls of our Company, and the balance were employed by our

Subsidiaries. Further, as of August 31, 2014, we also had 1,132 individuals on contract basis working at

different toll plazas, who had been hired through various agencies.

Our recruitment policy aims at enriching our talent pool by acquiring skill and functional expertise. This policy

is implemented through training and induction for new employees as well as leadership training programmes for

certain categories of employees undertaken by our training department.

We conduct appraisals for employees who have completed a period of at least six months of employment with

us and award promotions to candidates based on such appraisals. We also provide loans as well as medical re-

imbursements to certain employees in accordance with our policies.

None of our employees are part of any trade union. We believe that we have a satisfactory working relationship

with our employees and we have not experienced any significant labour disputes in the past.

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Competition

Since all of our projects are awarded through competitive bidding process, the competition for each contract

depends upon the parties who would pre-qualify to bid for such projects. We are subject to intense competition,

both in relation to toll management and OMT contracts. For toll management, in addition to certain large-scale

players having a national presence, we compete with local players who also bid for toll contracts. For OMT

projects, we compete with those bidders who have achieved BOT or OMT pre-qualification of the relevant

authority. For details, see the section “Industry Overview – Competitive Assessment in Toll Collection and

Omt” on page 142.

Insurance

Our Company has obtained standard fire and special perils insurance policies for most of our projects to cover

risks including loss or damage from fire, flood, theft, riots, landslide, storm, impacts from vehicles and other

accidents, caused to operational roads, toll plazas and toll booths forming part of a project. We have also

obtained add-on insurance covers for some of our projects for loss or damage resulting from earthquakes and

acts of terrorism. Further, we have obtained money insurance for all of our projects which cover risk of loss of

money at the project premises as well as risk of loss of money during transit. We have also obtained employee

compensation insurance policies for certain categories of our employees including Company’s clerical and

supervisory staff, employees engaged in collection of toll and sub-contractor’s staff.

We also have general public liability insurance policies for all our OMT projects and our BOT project at

Baramati, which provide us with indemnity against legal liability to pay damages to third parties claims for

bodily injury or damage to property caused by an accident.

The insurance policies are usually renewable in accordance with normal industry practice and are subject to

terms, conditions and warranties specified in the policies.

Intellectual Property

We have applied for registration of trademarks for the name as well as logo of our Company under various

classes on September 26, 2013. We have also applied for registration of trademarks for the logos of our

Company as well as six of our Subsidiaries, being RTRPL, RTBPL, RVPL, BTPL, MIPL and RTPL, under

various classes on October 10, 2013. These applications are currently pending. For details, see the section “Risk

Factors – We have not registered the trademarks used by us for our business and our inability to obtain or

maintain these registrations may adversely affect our competitive business position” on page 38.

Property

We own our Registered Office premises situated at A412, boomerang, Chandivali Farm Road, Near Chandivali

Studio, Andheri (East), Mumbai 400 072.

Pursuant to the BTPL Concession Agreement, BTPL has entered into a lease deed dated May 10, 2012 with

MSRDC (the “Lease Deed”) under which, BTPL has been granted a plot admeasuring 8 hectares 42 R in

Baramati (the “Leased Premises”), which form part of the Baramati Project, for a period of 93 years from the

date of the Lease Deed. The Lease Deed is valid for an initial period of 30 years to be renewed for a further

term of 30 years which will thereafter be renewed for the remaining term of 33 years. In terms of the Lease

Deed, BTPL has the right to use the Leased Premises for commercial purposes including the right to build,

manage and operate any building or any permanent structures on the Leased Premises. BTPL is required to pay

a rent of Re. 1 per square meter per year to MSRDC for the Leased Premises. BTPL has issued notices to

MSRDC terminating the Baramati Project on account of delay caused by MSRDC in handing over possession

of the Leased Premises. However, MSRDC has not yet accepted the termination notices and accordingly the

termination process has not been completed. For further details, see the section “Risk Factors – We may have to

incur losses for the Baramati Project in the event the termination is not accepted by the authority” on page 34.

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We also occupy properties on leave and license basis at some of our project locations for providing residential

accommodation to our employees from time to time. These leave and license arrangements are typically for a

period of one year.

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DESCRIPTION OF CERTAIN KEY CONTRACTS

The following is a summary of certain key contracts entered into by us in relation to our business. The

descriptions of the agreements are not, nor do they purport to be complete summaries of all terms or terms

customarily found in such agreements.

A. OMT projects

Mumbai Entry Points Project

1. Contract Agreement dated November 19, 2010 between our Company, ITIPL, MIPL and MSRDC

Our Company, ITIPL, MIPL and MSRDC have entered into a contract agreement dated November 19, 2010

(the “Mumbai Entry Points Contract”) in connection with the securitization of the five Mumbai Entry Points on

the Sion-Panvel Highway, the Western Express Highway corridor, the Eastern Express Highway corridor, the

Lal Bahadur Shashtri Marg corridor and the Airoli Bridge corridor (the “Mumbai Entry Points”). Under the

Mumbai Entry Points Contract, MIPL is responsible for:

a) operation and maintenance of five Mumbai Entry Points along with 27 flyovers and certain allied

structures such as bridges, underpasses, foot over-bridges, cross drainage works and pavements on the

Sion–Panvel Highway, Western Express Highway corridor, Eastern Express Highway corridor, Lal

Bahadur Shashtri Marg corridor and Airoli Bridge corridor in Mumbai;

b) collection of toll at all five Mumbai Entry Points;

c) capacity augmentation at Mulund and Vashi which includes construction of additional lanes and toll

plazas at Mulund and construction of a staggered toll plaza at Vashi; and

d) landscaping and beautification of space below the existing flyover.

The term of the Mumbai Entry Points Contract is for a period of 16 years commencing on November 20, 2010

(the “Concession Period”).

Obligations of MIPL

In terms of the Mumbai Entry Points Contract, an amount of ` 21,000 million has been paid by MIPL towards

securitisation of the Mumbai Entry Points Project as a non-refundable upfront payment. If after five years from

the commencement date, the revenue generated from toll collection is more than the revenue projected by

MIPL, the excess revenue shall be shared in equal proportion with MSRDC.

MIPL has provided an upfront money performance security by way of a bank guarantee of ` 375 million which

is valid for a period of five years. Further, MIPL has also provided bank guarantee of ` 250 million as operation

and maintenance performance security which is valid for the duration of the Concession Period and two years

thereafter. MIPL has also provided a bank guarantee for ` 12.50 million per corridor totalling to ` 62.50 million

as security for performance of maintenance activities. The bank guarantee amount shall be increased by 15.00%

every three years till the end of the Concession Period. MIPL has provided performance security in the form of

a demand draft of ` 70 million, with an annual increase of 7.00%, for maintenance activities which is valid till

the end of the Concession Period.

In terms of the Mumbai Entry Points Contract, MIPL is also required to make certain payments such as:

a) Annual upfront payment to MSRDC for fees to independent engineer as mutually decided by MSRDC

and MIPL;

b) Annual upfront payment of ` 1.20 million to MSRDC for undertaking supervision activities, which is

subject to an annual increase of 10.00% till the end of Concession Period;

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c) One time upfront payment of ` 5 million to MSRDC for undertaking beautification / landscaping work

paid at the time of issuance of the commencement order; and

d) One time upfront payment of ` 10 million to MSRDC for undertaking feasibility study and other

studies paid at the time of issuance of the commencement order.

MIPL has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Mumbai Entry

Points projects, ensure that the performance security is valid and enforceable at all times during the Concession

Period, maintain insurance cover during the operating period, indemnify MSRDC against any and all suits,

claims, proceedings, actions for any loss, damage, cost and expense of whatever kind and nature arising out of

breach by MIPL of any of its obligations under the Mumbai Entry Points Contract and against all losses and

claims in respect of death of or injury to any person or loss of or damage to any property which have arisen out

of OMT activities and to upgrade the tolling facilities as suggested by MSRDC.

In terms of the Mumbai Entry Points Contract, MIPL is required to maintain an escrow account wherein all

loans availed by MIPL from financial institutions and toll collected by MIPL shall be exclusively deposited.

The amount kept in the escrow account shall be appropriated on a monthly basis for, inter-alia, payment of all

taxes due and payable by MIPL, provision of debt service payments, operation and maintenance expenses and

amounts due to MSRDC.

MIPL can sub-contract any part of the work with the prior approval of the independent engineer appointed by

MSRDC, and shall be liable for acts of its sub-contractors. In terms of the Mumbai Entry Points Contract, our

Company and ITIPL were required to hold a minimum of 51.00% of the subscribed and paid up equity share

capital of MIPL till the amount of ` 21,000 million was paid, which amount has already been paid by way of

upfront payment. MIPL shall ensure that our Company holds a minimum of 26.00% of subscribed and paid up

equity share capital of MIPL during the Concession Period. Further, prior approval of MSRDC is required for

undertaking/permitting any change in ownership, including any material variation in the proportion of the

equity holding of either our Company or ITIPL during the Concession Period.

Toll rate

MIPL is entitled to collect toll till November 19, 2026 as per the rates mentioned in the notification (no. PSP-

2002/CR-155/Roads-9) dated September 27, 2002 issued by the Government of Maharashtra, which provides

for a pre-fixed increase in toll rates.

Liquidated damages and penalties

The Mumbai Entry Points Contract requires MIPL to pay liquidated damages at the rates specified in the

Mumbai Entry Points Contract for its failure in performing maintenance activities (such as maintenance and

cleaning of flyovers, bridges, underpasses, foot over bridges), undertaking structural repairs and replacement of

structures, landscaping and beautification activities. The liquidated damages prescribed for these activities range

from ` 1,000 per day to ` 25,000 per day. Further, MIPL is also required to pay liquidated damages for delay in

completion of various milestones set in the Mumbai Entry Points Contract ranging from ` 200,000 per week to

` 1,000,000 per week. In terms of the Mumbai Entry Points Contract, MSRDC has the right to encash the

performance security and appropriate the proceeds thereof as damages for any default of MIPL. Under the

Mumbai Entry Points Contract, the defect liability period for all routine and periodic maintenance work is five

years, 10 years for replacement of expansion joints and 20 years for replacement of bearings. MSRDC is

entitled to extend the defect liability period up to a maximum of two years, if the project facilities cannot be

used for their intended purpose by reason of any defect or damage.

In the event MIPL commits fraud in collection of toll it has to pay a penalty of 100 times the excess amount

chargedsubject to a minimum of ` 10,000 for the first instance of the fraud and MIPL shall be required to pay

300 times the extra amount charged subject to a minimum of ` 30,000 for any subsequent instances of such

fraud.

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Events of default

Under the Mumbai Entry Points Contract, the events of default of MIPL, inter alia, include:

a) failure of MIPL to achieve completion of all necessary works, up-gradation of the project facilities

for use of traffic within the time stipulated under the Mumbai Entry Points Contract;

b) default under any of the financing documents and the lender has recalled its financial assistance and

demanded payment of the outstanding amounts under the financing documents;

c) delay in payment to MSRDC exceeding 90 days; and

d) any material breach of the Mumbai Entry Points Contract.

Termination

Upon the occurrence of any event of default, MSRDC has the right to terminate the Mumbai Entry Points

Contract by delivering a notice to MIPL if the default is not cured within the applicable cure period. MIPL also

has the right to terminate the Mumbai Entry Points Contract for any default of MSRDC as specified in the

Mumbai Entry Points Contract. No termination will be valid without notice to the lenders. If the Mumbai Entry

Points Contract is terminated on account of MIPL’s default during the operation period, MSRDC shall pay to

MIPL an amount equal to 90.00% of the debt due less insurance cover. To the extent that any insurance claim

forming part of the insurance cover is not admitted or paid then 80.00% of such unpaid claims will be included

in the computation of debt due.

The Mumbai Entry Points Contract may also be terminated by either party by giving a written notice to that

effect to the other party, in case a force majeure event persists for a period of more than 120 days. Upon

termination of the Mumbai Entry Points Contract for a force majeure event, MSRDC shall pay to MIPL the

costs incurred by MIPL for the construction, operation and maintenance of the project facilities.

Madurai Kanyakumari Project

2. Concession Agreement dated April 10, 2013 between NHAI and RTRPL

NHAI and RTRPL have entered into a concession agreement dated April 10, 2013 (the “RTRPL Concession

Agreement”). Under the RTRPL Concession Agreement, RTRPL has been granted a sole and exclusive right to

collect toll charges from users of the Madurai – Tirunelveli – Panagudi – Kanyakumari section from km 0 to km

243.17 of National Highway No. 7, which is a 243.17 km long, four-lane carriageway in the State of Tamil

Nadu. Under the RTRPL Concession Agreement, RTRPL shall provide toll collection and management

facilities, conduct routine and periodic maintenance activities including overlay on carriageway and service

road, rectifications of defects and deficiencies and replacement and maintenance of the facilities. The term of

the RTRPL Agreement is for a period of nine years commencing on September 22, 2013 and ending on

September 22, 2022 (the “Concession Period”).

Obligations of RTRPL

In terms of the RTRPL Concession Agreement, RTRPL shall pay NHAI an amount of ` 1,108.70 million for

the first year of the Concession Period. The yearly payment to be made to NHAI under the RTRPL Concession

Agreement will be increased by 10.00% every year as compared to the yearly payment made to NHAI for the

preceding year. In terms of the RTRPL Concession Agreement, the amount payable to NHAI for a particular

year shall be paid in 12 equal monthly instalments. Further, RTRPL has also provided an irrevocable and

unconditional bank guarantee of ` 648 million as performance security which shall remain in force during the

Concession Period.

RTRPL has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Madurai -

Kanyakumari project, ensure that the performance security is valid and enforceable at all times during the

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Concession Period, ensure compliance with all applicable laws, maintain insurance cover during the Concession

Period as required under applicable laws and as may be necessary or prudent as per industry standards and

indemnify NHAI against any and all suits, claims, proceedings, actions and demands from third parties for any

loss, damage, cost and expense of whatever kind and nature arising out of breach by RTRPL of any of its

obligations under the RTRPL Concession Agreement and against all losses and claims arising out of failure of

RTRPL to comply with applicable laws or non-payment of taxes required to be paid by RTRPL.

In terms of the RTRPL Concession Agreement, RTRPL is required to maintain an escrow account wherein all

loans availed by RTRPL from financial institutions, all monies received from insurance claims and

shareholders, toll collected by RTRPL, all fees and any other revenues including proceeds of any rentals,

deposits, capital receipts, insurance claims, all payments by NHAI made after deduction of any outstanding

concession fee and termination payments received by RTRPL shall be deposited. The amount kept in the

escrow account shall be appropriated on a monthly basis for, inter-alia, payment of all taxes due and payable by

RTRPL, provision of debt service payments, operation and maintenance expenses, amounts due to NHAI and

payments relating to construction of the facilities. An amount equal to the performance security shall be

retained in the escrow account for a period of 90 days after termination of the RTRPL Concession Agreement

for meeting the liabilities for defects and deficiencies, if any, as per terms of the RTRPL Concession

Agreement, after termination thereof.

RTRPL can sub-contract any part of the work with the prior approval of NHAI, and shall be liable for acts of its

sub-contractors. Further, in terms of the RTRPL Concession Agreement, RTRPL shall ensure that our Company

holds a minimum of 51.00% of subscribed and paid up equity share capital of RTRPL during the Concession

Period. Further, prior approval of NHAI is required for undertaking/permitting any change in ownership of

RTRPL during the Concession Period (which includes transfer of legal or beneficial ownership of 15.00% or

more of the total equity of RTRPL and acquisition of any control directly or indirectly of the board of RTRPL

by any person). RTRPL has represented that it has the financial standing and capacity to undertake the project

in accordance with the terms of the RTRPL Concession Agreement.

In terms of the RTRPL Concession Agreement, NHAI is under an obligation to procure that neither NHAI

itself, nor any other government instrumentality shall construct an alternate road as provided for in the RTRPL

Concession Agreement, during the Concession Period unless, the average traffic in any year exceeds 90.00% of

the designed capacity as per the RTRPL Concession Agreement. NHAI shall be liable for payment of

compensation to RTRPL upon breach of this obligation as per terms of the RTRPL Concession Agreement, in

addition to termination payment, if any.

Toll Rate

RTRPL is entitled to collect toll as per the rates mentioned in the notification (NHAI/13013/749/Co/13-14/GC-

Madurai (0.000-243.170) OMT/50592) dated March 28, 2014, applicable upto March 31, 2015. The toll rates

are subject to revision annually by government notifications thereof.

Liquidated damages and penalties

In terms of the RTRPL Concession Agreement, any delay in fulfilment of the conditions precedent by RTRPL

shall entitle NHAI to damages calculated at the rate of 0.10% of the performance security for each day’s delay

until fulfilment of such conditions precedent, subject to a maximum of 20.00% of the performance security.

Further, if RTRPL fails to construct project facilities within the stipulated time, NHAI shall be entitled to

damages calculated at the rate of 0.10% of the performance security for each day’s delay until such project

facility has been constructed. In terms of the RTRPL Concession Agreement, NHAI is entitled to encash the

performance security and appropriate proceeds thereof as damages for any default of RTRPL. If RTRPL fails to

achieve the commercial operation date within the stipulated time, it shall pay damages to NHAI at the rate of

0.20% of the performance security for each day’s delay. Further, in the event of failure of RTRPL to rectify

defects or deficiencies as per the maintenance requirements in the RTRPL Concession Agreement, NHAI shall

be entitled to damages calculated for each day of delay until breach is cured, at the higher of (a) 0.50% of the

average daily fee; (b) 0.10% of the cost of such repair.

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Events of default

Under the RTRPL Concession Agreement, the events of default of RTRPL, inter alia, include:

a) failure of RTRPL to complete the project facilities within the stipulated time period;

b) failure of RTRPL to replenish the performance security within the stipulated time after NHAI has

encashed the performance security for any default;

c) failure to cure the default after encashment of the performance security by NHAI and replenishment of

the same by RTRPL;

d) failure of RTRPL to make payments to NHAI within the specified time period;

e) breach of maintenance or safety requirements under the RTRPL Concession Agreement; and

f) any event of default under the project agreements has occurred which has not been remedied within the

applicable cure period.

Termination

Upon the occurrence of any event of default of RTRPL, NHAI has the right to terminate the RTRPL

Concession Agreement by delivering a notice to RTRPL if the default is not cured within a cure period of 60

days. In the event termination is triggered due to an event of default of RTRPL during the Concession Period,

NHAI shall pay RTRPL an amount equal to 50.00% of the debt due. Upon occurrence of an event of default of

RTRPL, NHAI is also (alternatively) entitled to suspend all rights of RTRPL under the RTRPL Concession

Agreement, including the right of RTRPL to collect toll and other revenues pursuant thereto, for a period of up

to 120 days from the date of issue of notice of suspension by NHAI to RTRPL, extendable by a maximum

period of 90 days. In the event that the suspension is not revoked by NHAI with the above period, the RTRPL

Concession Agreement shall be deemed to have been terminated by mutual agreement. If any project facility is

not completed by RTRPL within 150 days from the stipulated time as per the RTRPL Concession Agreement,

NHAI shall be entitled to terminate the RTRPL Concession Agreement.

RTRPL has a right to terminate the RTRPL Concession Agreement if there is an event of default of NHAI, as

specified in the RTRPL Concession Agreement, and the same is not cured within a cure period of 90 days.

Further if the termination is triggered due to an event of default by NHAI, RTRPL will be entitled to receive a

compensation amount equal to total debt due plus an amount to be calculated based on the average daily toll

collection, calculated in the manner specified in the RTRPL Concession Agreement.

The RTRPL Concession Agreement may also be terminated by either party by giving a written notice to that

effect to the other party, in case a force majeure event persists for a period of 120 days or more within a

continuous period of 365 days.

Under the RTRPL Concession Agreement, RTRPL is also entitled to certain termination payments on the

occurrence of a force majeure event. The payments which the RTRPL is entitled to, depend on the nature of the

force majeure event. Under the RTRPL Concession Agreement, force majeure is categorized into non-political

event, indirect political event and political event. If the termination is on account of a non-political event,

RTRPL is entitled to 50.00% of the debt due less insurance cover. If the termination is on account of an indirect

political event, RTRPL is entitled to an amount equal to the debt due. If the termination is on account of a

political event, RTRPL is entitled to an amount equal to total debt due plus an amount to be calculated based on

the average daily toll collection, calculated in the manner specified in the RTRPL Concession Agreement.

RTRPL shall procure that the project agreements entitle NHAI to step into such agreements in its sole

discretion, in substitution of RTRPL, in the event of termination or suspension of the RTRPL Concession

Agreement.

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The RTRPL Concession Agreement provides that RTRPL shall be responsible for remedying all defects, at its

own cost within a period of 60 days after the termination of the RTRPL Concession Agreement.

Hyderabad Bangalore Project

3. Concession Agreement dated December 18, 2012 between NHAI and MEP HB

NHAI and MEP HB have entered into a concession agreement dated December 18, 2012 (the “MEP HB

Concession Agreement”). Under the MEP HB Concession Agreement, MEP HB has been granted a sole and

exclusive right to collect toll charges from users of the Hyderabad - Bangalore section of National Highway No.

7 in Andhra Pradesh, which is a 251.16 km long, four-lane carriageway which passes through the districts of

Kurnool and Anantapur in the State of Andhra Pradesh. Under the MEP HB Concession Agreement, MEP HB

shall provide toll collection and management facilities, conduct routine and periodic maintenance activities

including overlay on carriageway and service road, rectifications of defects and deficiencies and replacement

and maintenance of the facilities. The term of the MEP HB Agreement is for a period of nine years commencing

on May 16, 2013 and ending on May 15, 2022 (the “Concession Period”).

Obligations of MEP HB

In terms of the MEP HB Concession Agreement, MEP HB shall pay NHAI an amount of ` 1,059.30 million for

the first year of the Concession Period. The yearly payment to be made to NHAI under the MEP HB

Concession Agreement will be increased by 10.00% every year as compared to the yearly payment made to

NHAI for the preceding year. In terms of the MEP HB Concession Agreement the amount payable to NHAI for

a particular year shall be paid in 12 equal monthly instalments. Further, MEP HB has also provided an

irrevocable and unconditional bank guarantee of ` 486 million as performance security which shall remain in

force during the Concession Period.

MEP HB has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Hyderabad -

Bangalore Project, ensure that the performance security is valid and enforceable at all times during the

Concession Period, ensure compliance with all applicable laws, maintain insurance cover during the Concession

Period as required under applicable laws and as may be necessary or prudent as per industry standards and

indemnify NHAI against any and all suits, claims, proceedings, actions and demands from third parties for any

loss, damage, cost and expense of whatever kind and nature arising out of breach by MEP HB of any of its

obligations under the MEP HB Concession Agreement and against all losses and claims arising out of any

failure of MEP HB to comply with applicable laws or non-payment of taxes required to be paid by MEP HB.

In terms of the MEP HB Concession Agreement, MEP HB is required to maintain an escrow account wherein

all loans availed by MEP HB from financial institutions, all monies received from insurance claims and

shareholders, toll collected by MEP HB, all fees and any other revenues including proceeds of any rentals,

deposits, capital receipts, insurance claims, all payments made by NHAI after deduction of any outstanding

concession fee and termination payments received by MEP HB, all payments by NHAI made after deduction of

any outstanding concession fee shall be deposited. The amount kept in the escrow account shall be appropriated

on a monthly basis for, inter-alia, payment of all taxes due and payable by MEP HB, provision of debt service

payments, operation and maintenance expenses, amounts due to NHAI and payments relating to construction of

the facilities. An amount equal to the performance security shall be retained in the escrow account for a period

of 90 days after termination of the MEP HB Concession Agreement for meeting the liabilities for defects and

deficiencies, if any, as per terms of the MEP HB Concession Agreement, after termination thereof.

MEP HB can sub-contract any part of the work with the prior approval of NHAI, and shall be liable for acts of

its sub-contractors. In terms of the MEP HB Concession Agreement, our Company and IEPL, as members of

the consortium, have undertaken that any O&M sub-contractor, so appointed shall subscribe to and hold at least

10.00% of the subscribed and paid up equity share capital of MEP HB. Currently, the maintenance activities

under the MEP HB Concession Agreement have been sub-contracted to MHSPL. Whilst we have applied to

NHAI for its approval prior to sub-contracting the maintenance and construction activities to MHSPL, MHSPL

has commenced carrying out the maintenance activities pending receipt of the approval. For further details, see

the section “Risk Factors – We sub-contract part of the work in our OMT contracts to third parties. We would

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be liable for any delay or default by such sub-contractor. Sub-contracting of maintenance activities requires

prior approval from the authorities and failure to obtain such approvals would result in a breach of the terms of

the project contracts” on page 32. Further, in terms of the MEP HB Concession Agreement, MEP HB shall

ensure that our Company and IEPL hold a minimum of 51.00% of subscribed and paid up equity share capital

of MEP HB during the Concession Period. Further, prior approval of NHAI is required for

undertaking/permitting any change in ownership of MEP HB during the Concession Period (which includes

transfer of legal or beneficial ownership of 15.00% or more of the total equity of MEP HB and acquisition of

any control directly or indirectly of the board of MEP HB by any person). MEP HB has represented that it has

the financial standing and capacity to undertake the project in accordance with the terms of the MEP HB

Concession Agreement.

In terms of the MEP HB Concession Agreement, NHAI is under an obligation to procure that neither NHAI

itself, nor any other government instrumentality shall construct an alternate road as provided for in the MEP HB

Concession Agreement, during the Concession Period, unless the average traffic in any year exceeds 90.00% of

the designed capacity as per the MEP HB Concession Agreement. NHAI shall be liable for payment of

compensation to MEP HB upon breach of this obligation as per terms of the MEP HB Concession Agreement,

in addition to termination payment, if any.

Toll Rate

MEP HB is entitled to collect toll as per the rates mentioned in the notification (NHAI/PIU-ATO/11013/1/14-

OMT-TOLL/1021) dated March 31, 2014, applicable upto March 31, 2015. The toll rates are subject to revision

annually by government notifications thereof.

Liquidated damages and penalties

In terms of the MEP HB Concession Agreement, any delay in fulfilment of the conditions precedent by MEP

HB shall entitle NHAI to damages calculated at the rate of 0.10% of the performance security for each day’s

delay until fulfilment of such conditions precedent, subject to a maximum of 20.00% of the performance

security. Further, if MEP HB fails to construct project facilities within the stipulated time, NHAI shall be

entitled to damages calculated at the rate of 0.10% of the performance security for each day’s delay until such

project facility has been constructed. In terms of the MEP HB Concession Agreement, NHAI is entitled to

encash the performance security and appropriate proceeds thereof as damages for any default of MEP HB. If

MEP HB fails to achieve the commercial operation date within the stipulated time, it shall pay damages to

NHAI at the rate of 0.20% of the performance security for each day’s delay. Further, in the event of failure of

MEP HB to rectify defects or deficiencies as per the maintenance requirements in the HB Concession

Agreement, NHAI shall be entitled to damages calculated for each day of delay until breach is cured, at the

higher of (a) 0.50% of the average daily fee; (b) 0.10% of the cost of such repair.

Events of default

Under the MEP HB Concession Agreement, the events of default of MEP HB, inter alia, include:

a) failure of MEP HB to complete the project facilities within the stipulated time period;

b) failure of MEP HB to replenish the performance security within the stipulated time after NHAI has

encashed the performance security for any default;

c) failure to cure the default after encashment of the performance security by NHAI and replenishment

of the same by MEP HB;

d) failure of MEP HB to make payments to NHAI within the specified time period;

e) breach of maintenance or safety requirements under the MEP HB Concession Agreement; and

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f) any event of default under the project agreements has occurred which has not been remedied within

the applicable cure period.

Termination

Upon the occurrence of any event of default of MEP HB, NHAI has the right to terminate the MEP HB

Concession Agreement by delivering a notice to MEP HB if the default is not cured within a cure period of 60

days. In the event termination is triggered due to an event of default of MEP HB during the Concession Period,

NHAI shall pay MEP HB an amount equal to 50.00% of the debt due. Upon occurrence of an event of default of

MEP HB, NHAI is also (alternatively) entitled to suspend all rights of MEP HB under the MEP HB Concession

Agreement, including the right of MEP HB to collect toll and other revenues pursuant thereto, for a period of up

to 120 days from the date of issue of notice of suspension by NHAI to MEP HB, extendable by a maximum

period of 90 days. In the event that the suspension is not revoked by NHAI with the above period, the MEP HB

Concession Agreement shall be deemed to have been terminated by mutual agreement. If any project facility is

not completed by MEP HB within 150 days from the stipulated time as per the HB Concession Agreement,

NHAI shall be entitled to terminate the MEP HB Concession Agreement.

MEP HB has a right to terminate the MEP HB Concession Agreement if there is an event of default of NHAI,

as specified in the MEP HB Concession Agreement, and the same is not cured within a cure period of 90 days.

Further if the termination is triggered due to an event of default by NHAI, MEP HB will be entitled to receive a

compensation amount equal to total debt due plus an amount to be calculated, based on the average daily toll

collection, calculated in the manner specified in the MEP HB Concession Agreement.

The MEP HB Concession Agreement may also be terminated by either party by giving a written notice to that

effect to the other party, in case a force majeure event persists for a period of 120 days or more within a

continuous period of 365 days.

Under the MEP HB Concession Agreement, MEP HB is also entitled to certain termination payments on the

occurrence of a force majeure event. The payments which the MEP HB is entitled to, depends on the nature of

the force majeure event. Under the MEP HB Concession Agreement, force majeure is categorized into non-

political event, indirect political event and political event. If the termination is on account of a non-political

event, MEP HB is entitled to 50.00% of the debt due less insurance cover. If the termination is on account of an

indirect political event, MEP HB is entitled to an amount equal to the debt due. If the termination is on account

of a political event, MEP HB is entitled to an amount equal to total debt due plus an amount to be calculated,

based on the average daily toll collection, calculated in the manner specified in the MEP HB Concession

Agreement.

MEP HB shall procure that the project agreements entitle NHAI to step into such agreements in its sole

discretion, in substitution of MEP HB, in the event of termination or suspension of the MEP HB Concession

Agreement.

The MEP HB Concession Agreement provides that MEP HB shall be responsible for remedying all defects, at

its own cost within a period of 60 days after the termination of the MEP HB Concession Agreement.

Chennai Bypass Project

4. Concession Agreement dated January 14, 2013 between NHAI and MEP CB

NHAI and MEP CB have entered into a concession agreement dated January 14, 2013 (the “MEP CB

Concession Agreement”). Under the MEP CB Concession Agreement, MEP CB has been granted a sole and

exclusive right to collect toll charges from users of the Chennai Bypass which is a 32.60 km long, six-lane

carriageway in the State of Tamil Nadu, connecting National Highway No. 45, National Highway No. 4,

National Highway No. 205 and National Highway No. 5. Under the MEP CB Concession Agreement, MEP CB

shall provide toll collection and management facilities, conduct routine and periodic maintenance activities

including overlay on carriageway and service road, rectifications of defects and deficiencies and replacement

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and maintenance of the facilities. The term of the MEP CB Agreement is for a period of nine years commencing

on May 14, 2013 and ending on May 14, 2022 (the “Concession Period”).

Obligations of MEP CB

In terms of the MEP CB Concession Agreement, MEP CB shall pay NHAI an amount of ` 1,530 million for the

first year of the Concession Period. The yearly payment to be made to NHAI under the MEP CB Concession

Agreement will be increased by 10.00% every year as compared to the yearly payment made to NHAI for the

preceding year. In terms of the MEP CB Concession Agreement, the amount payable to NHAI for a particular

year shall be paid in 12 equal monthly instalments. Further, MEP CB has also provided an irrevocable and

unconditional bank guarantee of ` 594 million as performance security which shall remain in force for the

Concession Period.

MEP CB has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Chennai

Bypass Project, ensure that the performance security is valid and enforceable at all times during the Concession

Period, ensure compliance with all applicable laws, maintain insurance cover during the Concession Period as

required under applicable laws and as may be necessary as per industry standards and indemnify NHAI against

any and all suits, claims, proceedings, actions and demands from third parties for any loss, damage, cost and

expense of whatever kind and nature arising out of breach by MEP CB of any of its obligations under the MEP

CB Concession Agreement and against all losses and claims arising out of any failure of MEP CB to comply

with applicable laws or non-payment of taxes required to be paid by MEP CB.

In terms of the MEP CB Concession Agreement, MEP CB is required to maintain an escrow account wherein

all loans availed by MEP CB from financial institutions, all monies received from insurance claims and

shareholders, toll collected by MEP CB, all fees and any other revenues including proceeds of any rentals,

deposits, capital receipts, insurance claims, all payments made by NHAI after deduction of any outstanding

concession fee and termination payments received by MEP CB shall be deposited. The amount kept in the

escrow account shall be appropriated on a monthly basis for, inter-alia, payment of all taxes due and payable by

MEP CB, provision of debt service payments, operation and maintenance expenses, amounts due to NHAI and

payments relating to construction of the facilities. An amount equal to the performance security shall be

retained in the escrow account for a period of 90 days after termination of the MEP CB Concession Agreement

for meeting the liabilities for defects and deficiencies, if any, as per terms of the MEP CB Concession

Agreement, after termination thereof.

MEP CB can sub-contract any part of the work with the prior approval of NHAI, and shall be liable for acts of

its sub-contractors. Further, in terms of the MEP CB Concession Agreement, MEP CB shall ensure that our

Company holds a minimum of 51.00% of subscribed and paid up equity share capital of MEP CB during the

Concession Period. Further, prior approval of NHAI is required for undertaking/permitting any change in

ownership of MEP CB during Concession Period (which includes transfer of legal or beneficial ownership of

15.00% or more of the total equity of MEP CB and acquisition of any control directly or indirectly of the board

of MEP CB by any person). MEP CB has represented that it has the financial standing and capacity to undertake

the project in accordance with the terms of the MEP CB Concession Agreement.

In terms of the MEP CB Concession Agreement, NHAI is under an obligation to procure that neither NHAI

itself, nor any other government instrumentality shall construct an alternate road as provided for in the MEP CB

Concession Agreement, during the Concession Period, unless the average traffic in any year exceeds 90.00% of

the designed capacity as per the MEP CB Concession Agreement. NHAI shall be liable for payment of

compensation to MEP CB upon breach of this obligation as per terms of the MEP CB Concession Agreement,

in addition to termination payment, if any.

Toll Rate

MEP CB is entitled to collect toll as per the rates mentioned in the notification (NHAI/13-14/CO/GC/Chennai

Bypass (OMT)/50674) dated March 31, 2014, applicable upto March 31, 2015. The toll rates are subject to

revision annually by government notifications thereof.

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Liquidated damages and penalties

In terms of the MEP CB Concession Agreement, any delay in fulfilment of the conditions precedent by MEP

CB shall entitle NHAI to damages calculated at the rate of 0.10% of the performance security for each day’s

delay until fulfilment of such conditions precedent, subject to a maximum of 20.00% of the performance

security. Further, if MEP CB fails to construct project facilities within the stipulated time, NHAI shall be

entitled to damages calculated at the rate of 0.10% of the performance security for each day’s delay until such

project facility has been constructed. In terms of the MEP CB Concession Agreement, NHAI is entitled to

encash the performance security as damages for any default of MEP CB. If MEP CB fails to achieve the

commercial operation date within the stipulated time, it shall pay damages to NHAI at the rate of 0.20% of the

performance security for each day’s delay. Further, in the event of failure of MEP CB to rectify defects or

deficiencies as per the maintenance requirements in the CB Concession Agreement, NHAI shall be entitled to

damages calculated for each day of delay until breach is cured, at the higher of (a) 0.50% of the average daily

fee; (b) 0.10% of the cost of such repair.

Events of default

Under the MEP CB Concession Agreement, the events of default of MEP CB, inter alia, include:

a) failure of MEP CB to complete the project facilities within the stipulated time period;

b) failure of MEP CB to replenish the performance security within the stipulated time after NHAI has

encashed the performance security for any default;

c) failure to cure the default after encashment of the performance security by NHAI and replenishment

of the same by MEP CB;

d) failure of MEP CB to make payments to NHAI within the specified time period;

e) breach of maintenance or safety requirements under the MEP CB Concession Agreement; and

f) any event of default under the project agreements has occurred which has not been remedied within

the applicable cure period.

Termination

Upon the occurrence of any event of default of MEP CB, NHAI has the right to terminate the MEP CB

Concession Agreement by delivering a notice to MEP CB if the default is not cured within a cure period of 60

days. In the event termination is triggered due to an event of default of MEP CB during the concession period,

NHAI shall pay MEP CB an amount equal to 50.00% of the debt due. Upon occurrence of an event of default of

MEP CB, NHAI is also (alternatively) entitled to suspend all rights of MEP CB under the MEP CB Concession

Agreement, including the right of MEP CB to collect toll and other revenues pursuant thereto, for a period of up

to 120 days from the date of issue of notice of suspension by NHAI to MEP CB, extendable by a maximum

period of 90 days. In the event that the suspension is not revoked by NHAI with the above period, the MEP CB

Concession Agreement shall be deemed to have been terminated by mutual agreement. If any project facility is

not completed by MEP CB within 150 days from the stipulated time as per the CB Concession Agreement,

NHAI shall be entitled to terminate the MEP CB Concession Agreement.

MEP CB has a right to terminate the MEP CB Concession Agreement if there is an event of default of NHAI, as

specified in the MEP CB Concession Agreement and the same is not cured within a cure period of 90 days.

Further if the termination is triggered due to an event of default by NHAI, MEP CB will be entitled to receive a

compensation amount equal to total debt due plus an amount to be calculated based on the average daily toll

collection calculated in the manner specified in the MEP CB Concession Agreement.

189

The MEP CB Concession Agreement may also be terminated by either party by giving a written notice to that

effect to the other party, in case a force majeure event persists for a period of 120 days or more within a

continuous period of 365 days.

Under the MEP CB Concession Agreement, MEP CB is also entitled to certain termination payments on the

occurrence of a force majeure event. The payments which the MEP CB is entitled to, depends on the nature of

the force majeure event. Under the MEP CB Concession Agreement, force majeure is categorized into non-

political event, indirect political event and political event. If the termination is on account of a non-political

event, MEP CB is entitled to 50.00% of the debt due less insurance cover. If the termination is on account of an

indirect political event, MEP CB is entitled to an amount equal to the debt due. If the termination is on account

of a political event, MEP CB is entitled to an amount equal to total debt due plus an amount to be calculated

based on the average daily toll collection calculated in the manner specified in the MEP CB Concession

Agreement.

MEP CB shall procure that the project agreements entitle NHAI to step into such agreements in its sole

discretion, in substitution of MEP CB, in the event of termination or suspension of the MEP CB Concession

Agreement.

The MEP CB Concession Agreement provides that MEP CB shall be responsible for remedying all defects, at

its own cost within a period of 60 days after the termination of the MEP CB Concession Agreement.

RGSL Project

5. Agreement dated January 29, 2014 between our Company, MEP RGSL and MSRDC

Our Company, MEP RGSL and MSRDC have entered into an agreement dated January 29, 2014 (the “RGSL

Contract”). Under the RGSL Contract, MEP RGSL has been granted an exclusive right and license to operate

and maintain and collect toll charges from users of the Rajiv Gandhi Sea Link, Mumbai (“RGSL”) (the “RGSL

Project”) which comprises of two cable stayed bridges along with approaches with a sixteen-lane divided

carriageway having a total length of 5.00 km including approaches, connecting Bandra in the western suburbs

of Mumbai with Worli in South Mumbai. Under the RGSL Contract, MEP RGSL shall provide toll collection

and management facilities, conduct maintenance activities for the sea link, toll plazas, control room and traffic

aid posts, landscaping, including rectifications of defects and deficiencies and maintenance of the facilities. The

term of the RGSL Contract is 156 weeks commencing on February 6, 2014 and ending on February 1, 2017 (the

“Concession Period”).

Obligations of MEP RGSL

In terms of the RGSL Contract, MEP RGSL is required to pay to MSRDC, for the first year of the RGSL

Contract, an upfront amount of ` 690 million alongwith an additional one-time payment of ` 5.00 million in 12

equal installments. The annual payment for the remaining Concession Period is subject to escalation by 10.00%

for the second year and 20.00% for the third year of the RGSL Project, to be paid in 12 equal monthly

installments for each year. MEP RGSL has also paid to MSRDC an amount of ` 25 million in advance towards

fees of the independent engineer. Further, in terms the RGSL Contract, if the revenue generated from toll

collection is more than the revenue projected by MEP RGSL, the excess revenue shall be shared with MSRDC

as per the formula specified in the RGSL Contract.

MEP RGSL has provided as performance security a bank guarantee of ` 3,900 million to MSRDC which is

valid upto February 3, 2015.

MEP RGSL has an obligation to, inter-alia, obtain various approvals for the purpose of operating the RGSL

Project, ensure that the performance security is valid and enforceable at all times during the Concession Period,

maintain insurance cover during the Concession Period, operate and maintain a minimum of two ETC lanes, to

upgrade the tolling facilities with the latest technology as suggested by MSRDC and comply with all applicable

laws, indemnify MSRDC against any and all suits, claims, proceedings, actions and demands from third parties

for any loss, damage, cost and expense arising out of a breach by MEP RGSL of any of its obligations under the

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RGSL Contract and against all losses and claims in respect of death of or injury to any person or loss of or

damage to any property which have arisen out of its obligations under the RGSL Contract. MEP RGSL is also

obligated to indemnify MSRDC against losses arising out of or with repect to failure on the part of MEP RGSL

to comply with applicable laws and applicable permits, payments required to be made by MEP RGSL in respect

of income or other taxes and non-payment of amounts due as a result of materials or services furnished to MEP

RGSL.

Under the terms of the RGSL Contract, MEP RGSL is required to remit to MSRDC all revenue collected in

excess of the amount paid under the RGSL Contract after deducting 10.00% towards contractor’s profit and toll

collection and administration charges.

Toll rate

MEP RGSL is entitled to collect toll until March 31, 2015 at the rates mentioned in the notification (no.

PAMUSA.2008/C.R.86/Road-6) dated March 28, 2012 issued by the Government of Maharashtra, which are

liable for revision by notification to be issued by the Government of Maharashtra.

Liquidated damages and penalties

In terms of the RGSL Contract, in case of a delay in payment of installments to MSRDC, MEP RGSL is liable

to pay an interest of 18.00% per annum for the period covering the actual period of non-payment until the date

of recovery. The RGSL Contract also requires MEP RGSL to pay liquidated damages for overcharging the

amount of toll that MEP RGSL is entitled to collect at the rate of 100 times of the toll for the first instance of

overcharging subject to a minimum of ` 10,000 and at the rate of 300 times of the toll for the second instance

subject to a minimum of ` 25,000. In the event that MEP RGSL fails to repair or rectify any defect or

deficiency as prescribed under the RGSL Contract, MEP RGSL shall be liable to pay as damages, for each day

of delay until the breach is cured, the higher of (i) 0.50% of the average daily fee; or (ii) 0.10% of the estimated

cost of such repair or rectification.

If MEP RGSL is found non-cooperative towards the traffic survey consultancy work and resists to the

conducting of traffic survey by threatening the traffic survey personnel, MEP RGSL shall be liable to pay a fine

of 5.00% of the amount payable under the RGSL Contract to MSRDC.

Events of default

The events of default of MEP RGSL under the RGSL Contract include, inter alia:

a) (i) voluntary or involuntary insolvency, bankruptcy or dissolution of MEP RGSL; (ii) appointment of

a receiver, administrator, trustee or liquidator over any substantial assets of MEP RGSL; (iii) any

steps taken to enforce any security interest over a substantial part of the assets of MEP RGSL; or (iv)

default under any of the financing documents of MEP RGSL resulting in the lender recalling its

financial assistance and demanding payment of the outstanding amounts under the financing

documents.

b) (i) failure of MEP RGSL to comply with instructions of MSRDC; (ii) failure of MEP RGSL to

comply with terms and conditions of the RGSL Contract; (iii) MEP RGSL repudiating the RGSL

Contract; (iii) persistent or flagrant neglect, even after warnings, on the part of MEP RGSL to

comply with obligations under the RGSL Contract; (iv) non-courteous or rude behaviors with users;

or (v) failure to remit installments due to MRSDC at the due dates.

Termination

Upon the occurrence of any event of default, MSRDC has the right to terminate the RGSL Contract by

delivering a notice to MEP RGSL without releasing MEP RGSL from any of its rights or obligations under the

RGSL Contract. MEP RGSL has the right to surrender the RGSL Contract by giving 60 days notice to MSRDC

as specified in the RGSL Contract. The RGSL Contract shall also be terminated in the event that MEP RGSL is

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found overcharging toll for the third time and MEP RGSL s hall be banned from participating in any future

tenders floated by MSRDC.

Upon termination of the RGSL Contract due to an event of default as specified in clause a) above, MEP RGSL

shall not be entitled to any refund of payments already made to MSRDC and the performance security shall be

forfeited by way of encashment of the bank guarantee provided by MEP RGSL.

Upon termination of the RGSL Contract due to an event of default as specified in clause b) above, the

performance security shall be forfeited by way of encashment of the bank guarantee provided by MEP RGSL

and MSRDC shall carry out the balance work under the RGSL Contract at the risk and cost of MEP RGSL.

MSRDC shall refund the amount of upfront payments attributable to the balance Concession Period for which a

new contractor is appointed, after adjusting the losses in the toll collection and payments due to the lenders, if

any. Such payments shall be made at the end of the Concession Period.

Upon closure of the RGSL Project due to a force majeure event, MEP RGSL shall be entitled to rebate equal to

amount being paid by MEP RGSL to MSRDC, proportionate to the number of days for which the project is

closed.

B. BOT Projects

Baramati Project

1. Concession Agreement dated October 25, 2010 between MSRDC, Baramati Municipal Council and

BTPL

MSRDC, Baramati Municipal Council and BTPL have entered into a concession agreement dated October 25,

2010 (the “BTPL Concession Agreement”). Under the BTPL Concession Agreement, BTPL shall design, build,

finance, operate and maintain the four lane Sakhali bridge on Karha River and provide maintenance of, and

collection of toll for, the Ring Road and certain bridges in Baramati in Maharashtra. The BTPL Concession

Agreement is for a period of 19 years and four months commencing on October 25, 2010 and ending on

February 24, 2030 (the “Concession Period”). In terms of the BTPL Concession Agreement, in addition to the

right to collect toll, BTPL shall be entitled to leasehold rights, for a period of 99 years, for commercial

exploitation of certain lands admeasuring to 8.4 hectares.

BTPL has issued notices to MSRDC terminating the Baramati Project on account of delay in handing over

possession of the land for development amounting to failure to fulfil certain key conditions precedent under the

BTPL Concession Agreement as well as demanding termination payment from MSRDC. However, the

termination has not yet taken effect and BTPL is continuing to operate the Baramati Project as on date.

Obligations of BTPL

In terms of the BTPL Concession Agreement, BTPL has paid an amount of ` 650 million to MSRDC in four

unequal instalments. BTPL is also required to pay an amount of ` 1.2 million towards administrative expenses

for each year of the Concession Period and an annual concession fee of ` 100. Further, BTPL has also provided

an irrevocable and unconditional bank guarantee of ` 15 million as performance security for construction

activities and an irrevocable and unconditional bank guarantee of ` 7.5 million as performance security for

operation and maintenance activities which shall remain in force for the Concession Period. Under the BTPL

Concession Agreement, 100.00% of the construction performance security shall be released by MSRDC upon

BTPL having completed construction activities. The operation and maintenance performance security shall be

released at the end of 12 months after the Concession Period.

BTPL has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Baramati

Project, ensure that the performance security is valid and enforceable at all times during the Concession Period,

maintain insurance cover during the Concession Period and indemnify MSRDC against any and all suits,

claims, proceedings, actions and demands from third parties for any loss, damage, cost and expense of whatever

kind and nature arising out of breach by BTPL of any of its obligations under the BTPL Concession Agreement

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and against all losses and claims arising out of any failure of BTPL to comply with applicable laws, non-

payment of amounts due as a result of materials or services furnished to BTPL and non-payment of taxes

required to be paid by BTPL.

Further, BTPL is required to maintain an escrow account wherein all loans availed by BTPL from financial

institutions, all fee and other revenue from the project including all monies received from insurance claims and

all payments by MSRDC shall be deposited. The amount kept in the escrow account shall be appropriated on a

monthly basis for, inter-alia, payment of all taxes due and payable by BTPL, outstanding concession fees, debt

due to the lenders and interest, liquidated damages to MSRDC and incurred or accrued operation and

maintenance expenses.

BTPL can sub-contract any part of the work with the prior approval of MSRDC, and shall be liable for acts of

its sub-contractors. Further, in terms of the BTPL Concession Agreement, BTPL shall ensure that our Company

holds a minimum of 51.00% of subscribed and paid up equity share capital of BTPL during the Concession

Period. Further, prior approval of MSRDC is required for undertaking/permitting any change in ownership of

BTPL during Concession Period. BTPL has represented that it has the financial standing and capacity to

undertake the project in accordance with the terms of the BTPL Concession Agreement.

Toll Rate

BTPL is entitled to collect toll as per the rates mentioned in the notification (no. PSP. 2002/CR-146/Road-8)

dated June 29, 2009, as amended from time to time by the Government of Maharashtra. The toll rates are

subject to revision by government notifications thereof.

Liquidated damages and penalties

If BTPL fails to rectify any maintenance defects or deficiency within the stipulated time, MSRDC shall be

entitled to damages calculated at the higher of either ` 25,000 per day or a rate of 0.10% of the cost of repair

and rectification for each day’s delay until such defect has been cured. MSRDC is entitled to encash the

performance security in lieu of the aforementioned damages payable by BTPL under the BTPL Concession

Agreement. Further, in case BTPL fails to maintain or repair the project as per maintenance requirements,

MSRDC shall be entitled to recover costs of such repair as well as 20.00% of the cost incurred as damages.

Events of default

Under the BTPL Concession Agreement, the events of default of BTPL, inter alia, include:

a) failure of BTPL to complete the project facilities within the stipulated time period;

b) failure of BTPL to replenish the performance security within the stipulated time after MSRDC has

encashed the performance security for any default;

c) failure of BTPL to make payments to MSRDC within the specified time period;

d) breach of maintenance requirements under the BTPL Concession Agreement; and

e) any event of default under the project agreements has occurred which has not been remedied

within the applicable cure period.

Termination

Upon the occurrence of any event of default, the MSRDC has the right to terminate the BTPL Concession

Agreement by delivering a notice to BTPL if the default is not cured within a cure period of 60 days. In the

event termination is triggered due to an event of default of BTPL during the concession period, MSRDC shall

pay BTPL an amount equal to 90.00% of the debt due less insurance cover. To the extent that any insurance

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claim forming part of the insurance cover is not admitted and paid then 80.00% of such unpaid claims will be

included in the computation of debt due.

Upon occurrence of an event of default of RTRPL, MSRDC is also (alternatively) entitled to suspend all rights

of BTPL under the BTPL Concession Agreement, including the right of BTPL to collect toll and other revenues

pursuant thereto, for a period of up to 120 days from the date of issue of notice of suspension by NHAI to

RTRPL, extendable by a maximum period of 60 days. In the event that the suspension is not revoked by

MSRDC with the above period, the BTPL Concession Agreement shall be deemed to have been terminated by

mutual agreement.

BTPL has a right to terminate the BTPL Concession Agreement if there is an event of default of MSRDC and

the same is not cured within a cure period of 90 days. Further if the termination triggered due to an event of

default by MSRDC, BTPL will be entitled to receive a compensation amount equal to total debt due plus

150.00% of the equity subscribed and spent on the project, if such termination occurs during three years from

the commencement date and for such terminations occurring in each subsequent year, the aforementioned

compensation amount will be adjusted to reflect the changes in the Wholesale Price Index during such year and

such adjusted amount will further be reduced by 7.50% every year.

The BTPL Concession Agreement may also be terminated by either party by giving a written notice to that

effect to the other party, in case a force majeure event persists for a period of 180 days or more within a

continuous period of 365 days.

Under the BTPL Concession Agreement, BTPL is also entitled to certain termination payments on the

occurrence of a force majeure event. The payments which BTPL is entitled to, depend on the nature of the force

majeure event. Under the BTPL Concession Agreement, force majeure is categorized into non-political event,

indirect political event and political event. If the termination is on account of a non-political event, BTPL is

entitled to 90.00% of the debt due less insurance cover. If the termination is on account of an indirect political

event, BTPL is entitled to an amount equal to total debt due less insurance cover and 110.00% of the equity

subscribed and spent on the project, if such termination occurs during three years from the commencement date

and for such terminations occurring in each subsequent year, the aforementioned compensation amount will be

adjusted to reflect the changes in the Wholesale Price Index during such year and such adjusted amount will

further be reduced by 7.50% every year. To the extent that any insurance claim forming part of the insurance

cover is not admitted and paid then 80.00% of such unpaid claims will be included in the computation of debt

due. If the termination is on account of a political event, BTPL is entitled to receive compensation equal to debt

due plus 150.00% of the equity subscribed and spent on the project, if such termination occurs during three

years from the commencement date and for such terminations occurring in each subsequent year, the

aforementioned compensation amount will be adjusted to reflect the changes in the Wholesale Price Index

during such year and such adjusted amount will further be reduced by 7.50% every year.

BTPL shall procure that each of the project agreements contain provisions that entitles MSRDC to step into

such agreements in its sole discretion, in substitution of BTPL, in the event of termination or suspension of the

BTPL Concession Agreement.

The BTPL Concession Agreement provides that BTPL shall be responsible for remedying all defects, at its own

cost within a period of three years after the termination of the BTPL Concession Agreement.

C. Toll collection projects

Phalodi – Ramji Project

1. Letter of License dated September 16, 2010 between our Company, RVPL and RIDCOR

RIDCOR has executed a letter of license dated September 16, 2010 (the “RVPL Letter of License”) in favour of

RVPL and our Company for grant of license to RVPL for collection of toll at the toll plazas on the Phalodi –

Pachpadra – Ramji Ki Gol road corridor for a stretch of 229 km in the State of Rajasthan. Under the RVPL

Letter of License, RVPL is responsible for traffic management and collection of user fee at four toll plazas on

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the Phalodi – Pachpadra – Ramji Ki Gol road corridor, located at Kolu Pabuji village, Kelan Kot village,

Bhooka Bhagat Singh village and Naya Nagar village and for maintaining the toll plazas. The term of the RVPL

Letter of License is for a period of five years commencing on September 17, 2010 (the “License Period”).

Obligations of RVPL

In terms of the RVPL Letter of License, RVPL is required to pay an amount of ` 2,035.07 million to RIDCOR

for the Phalodi-Ramji Project, out of which ` 1,500 million has been paid as an upfront payment on September

15, 2010 and the remaining amount is required to be paid in 60 monthly instalments in accordance with the

RVPL Letter of License. RVPL is also required to pay to RIDCOR an amount of ` 50 million as performance

security.

The RVPL Letter of License stipulates certain obligations to be fulfilled by RVPL, being the licensee,

including, among others, obtaining the necessary registrations, obligation of fair and proper collection of toll,

maintenance of vehicle type-wise traffic data, maintenance of toll plazas and surrounding area and management

of traffic. RVPL is required to deploy adequate number of qualified and trained personnel to manage operations,

including, free flow of traffic in or around the toll plaza and shall be liable for acts of such personnel. RVPL is

required to conduct operation, repair and maintenance of infrastructural facilities that may be provided by

RIDCOR for the project.

If the fee collected during the License Period falls short of the amount to be paid to RIDCOR, RVPL shall make

good the shortfall between the actual amount of toll collected and the amount quoted by RVPL in its bid as

accepted by RIDCOR.

RVPL is required to hand over the toll plazas together with all infrastructural facilities on the day following the

completion of the License Period.

Obligations of our Company

In terms of the RVPL Letter of License, our Company has furnished an interest free performance security of `

50 million in the form of a bank guarantee. This performance security has been furnished by our Company for

securing fulfilment of obligations of RVPL and our Company under the RVPL Letter of License and is liable to

be forfeited in case such obligations are not fulfilled and may be utilised in case of any damage or loss caused to

the property of RIDCOR by any act or omission by RVPL. Further, RIDCOR is also entitled to forfeit part or

whole of the performance security in case RVPL fails to perform or observe any of the covenants, conditions or

provisions contained in the RVPL Letter of License.

In terms of the RVPL Letter of License, our Company is under an obligation to indemnify RIDCOR against all

liabilities, damages, expenses, etc. arising from any claims for damages, suits or other proceedings arising out

of any acts or omission or wilful misconduct of RVPL or our Company or any of the contractors, survivors or

personnel of RVPL or our Company.

As per the RVPL Letter of License, our Company has undertaken to fulfil all duties and obligations on behalf of

RVPL to the extent not fulfilled by RVPL under the RVPL Letter of License. Further, our Company shall not

dilute its shareholding in RVPL throughout the License Period without the prior approval of RIDCOR.

Toll rates

RVPL is entitled to charge toll from users of the Phalodi – Pachpadra – Ramji Ki Gol road pursuant to and in

accordance with the rates specified in the Notification (no. S.O. 144 dated September 3, 2005) issued by the

Government of Rajasthan, as amended from time to time. The toll rates are subject to revision every two years

by government notifications thereof.

As per the RVPL Letter of License, in case there is any change in toll rates by a government order, RVPL is

bound to pay to RIDCOR the difference with the regular instalments from the date of change of rates to be

calculated based on daily traffic volumes for each category of vehicles.

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Liquidated damages and penalties

The RVPL Letter of License requires RVPL to pay penalty for delay in payment of instalments to RIDCOR at

the rate of 0.50% of delayed amount per day beyond the due date for payment. Further, RVPL shall also be

liable to pay penalty for wrongful denial of exemption from or levy of concessional toll charges to eligible users

of an amount equal to 100 times the value of the fee wrongfully charged. RVPL shall also be liable to pay a

penalty to RIDCOR for charging excess fee from users of an amount equal to 100 times the value of the fee

chargeable. RVPL is also liable to pay liquidated damages to RIDCOR for failure to hand over the toll plazas to

RIDCOR, breach in payment of statutory dues to the personnel employed at the toll plazas and non-compliance

with minimum street lighting requirements as stipulated in the RVPL Letter of License.

Events of default

RIDCOR may give a notice of breach under the RVPL Letter of License for events of default which, inter alia,

include:

a) Failure of RVPL to pay instalments to RIDCOR as prescribed in the RVPL Letter of License;

b) Wrong classification of various category of vehicles actually using the facility;

c) Charging excess fee from users;

d) Non-maintenance of toll plazas in good working condition; and

e) Refusal of access to site of work/toll plaza office to any representative of RIDCOR.

Termination

Upon the occurrence of any event of default, which may or may not cause any financial loss to RIDCOR,

RIDCOR has the right to immediately terminate the RVPL Letter of License unilaterally and RIDCOR shall be

entitled to take possession of the toll plazas within 72 hours of such termination. In terms of the RVPL Letter of

License, RIDCOR has a right to revoke the license at anytime without assigning any reasons after serving a

notice. In such cases, RVPL will be entitled to ` 821,467 per day as compensation from RIDCOR for each day

of the remaining License Period. Further, in terms of the RVPL Letter of License in case of revocation of the

license by RIDCOR, the performance security furnished by RVPL will stand forfeited. Further, on the

occurrence of a force majeure event and its continuation for a period of 30 days, RVPL and RIDCOR may

terminate the RVPL Letter of License by way of mutual agreement.

IRDP Solapur Project

2. Contract Agreement dated January 1, 2013 between our Company, MEP Solapur and MSRDC

Our Company, MEP Solapur and MSRDC have entered into a contract agreement dated January 1, 2013 (the

“IRDP Contract”) in relation to collection of fee at four toll plazas in Solapur in Maharashtra. Further, our

Company has executed an inter-se agreement dated December 26, 2012 with MEP Solapur appointing MEP

Solapur as the SPV to carry out all obligations of our Company under the IRDP Contract Agreement (the “Inter-

Se Agreement”, and together with the IRDP Contract Agreement, the “IRDP Solapur Agreements”). Pursuant to

the IRDP Solapur Agreements, MEP Solapur is responsible for collection of toll from specified vehicles at four

toll plazas located at Solapur-Hotgi Road on Major District Road No. 39, Solapur-Barshi Road on State

Highway No. 151, Solapur-Degaon Mangalweda Road on Major State Highway No. 3 and Solapur-Akkalkot

Road on State Highway no. 151 and for maintaining the aforementioned toll plazas. The term of the IRDP

Solapur Agreement is for a period of 156 weeks commencing on January 2, 2013 (the “Concession Period”).

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Obligations of MEP Solapur

MEP Solapur has been assigned the rights and benefits of the IRDP Contract by our Company and is required to

exercise the rights and benefits assigned to it in accordance with the terms of the IRDP Contract. Accordingly,

in terms of the IRDP Solapur Agreements, MEP Solapur shall pay an aggregate amount of ` 208.00 million to

MSRDC for the project in three yearly instalments each amounting to ` 69.33 million. MEP Solapur is also

required to deposit non-refundable maintenance cost of ` 4.00 million with MSRDC at the start of each year

during the term of the IRDP Contract for maintenance of integrated roads.

Under the IRDP Contract MEP Solapur is required to fulfil certain obligations including, inter alia, effective

and efficient toll collection, making regular payment of instalments to MSRDC, compliance with all applicable

laws, providing all necessary manpower, equipment, security and other arrangements for smooth operation of

toll plazas and maintaining the property and equipment handed over by MSRDC in terms of the IRDP Solapur

Agreements and ensuring that no secret profit or margin is retained during collection of toll.

In terms of the IRDP Contract, MEP Solapur is required to obtain necessary insurance against thefts, dacoits,

fire or other contingencies against loss at toll station or toll collected. MEP Solapur is also required to insure its

workmen and equipments. Further, MEP Solapur is under an obligation to make such necessary and required

arrangements for the toll plazas at the sites as directed by MSRDC for effective and efficient toll collection.

MEP Solapur is also under an obligation to indemnify MSRDC against all costs, damages, expenses, etc. arising

from any claims in respect of death or injury to any person or loss or damage to any property.

Obligations of our Company

In terms of the IRDP Contract, our Company has furnished an interest free performance security of ` 25 million

in the form of a bank guarantee. The performance security is liable to be forfeited in the event that the

obligations of MEP Solapur and our Company under the IRDP Contract are not fulfilled. Further, while the

rights and benefits accorded to our Company under the IRDP Contract have been assigned to MEP Solapur

pursuant to the IRDP Solapur Agreements, our Company continues to be responsible to MSRDC for all the

liabilities under the IRDP Contract. Accordingly, our Company is liable under the IRDP Contract for any non-

compliance by MEP Solapur.

Toll rates

MEP Solapur is entitled to charge toll from users of the abovementioned roads pursuant to and in accordance

with the rates specified in the Notification No. PSP-204/CR-261/ROAD-8 dated January 19, 2010 issued by the

Government of Maharashtra.

In case of a change in toll rate during the subsistence of the IRDP Contract, there shall be a revision in the

amount of consideration to be paid by MEP Solapur to MSRDC.

Liquidated damages and penalties

In terms of the IRDP Solapur Agreements, MEP Solapur is required to pay to MSRDC a penalty of ` 50,000 for

every week of non-compliance of any of its obligations. Further, MEP Solapur is also liable for liquidated

damages, inter alia, for (i) charging excess fee from users, (ii) resistance or non-cooperation of MEP Solapur

for traffic survey consultancy work by MSRDC, (iii) insolvency of MEP Solapur, (iv) compulsory winding up

order being passed against MEP Solapur, or (v) dissatisfaction of MSRDC with the management and/or

performance of our Company or MEP Solapur.

If during the Concession Period the toll collected during any month falls short of the amount of installment to

be paid to MSRDC, our Company shall make good the shortfall.

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Termination

MSRDC has the right to terminate the IRDP Contract in, inter alia, the following circumstances:

(a) In the event of (i) insolvency or bankruptcy of MEP Solapur; (ii) appointment of a receiver,

administrator, trustee or liquidator over any substantial assets of MEP Solapur; or (iii) any default by

MEP Solapur under any of its financing documents resulting in recall of any of the financial assistance.

(b) Failure of MEP Solapur to observe or perform any of its obligations under the IRDP Solapur

Agreements.

(c) By providing a 14 days’ prior notice in the event of (i) MEP Solapur repudiating the IRDP Contract; or

(ii) any breach by MEP Solapur of the terms of the IRDP Contract; or (iii) failure on the part of MEP

Solapur to remit instalments payable to MSRDC.

(d) If our Company or MEP Solapur fails to replenish the performance security after MSRDC has adjusted

the amount of performance security in full or in part for any default committed under the IRDP

Contract, MSRDC has the right to terminate the IRDP Contract. In the event of such termination,

MSRDC has the right to disqualify MEP Solapur from participating in any tender floated by MSRDC

in respect of toll collection and/or commercial exploitation for a period of two years thereafter.

(e) In the event of MEP Solapur being found to be charging excess fee from users on more than three

occasions, MSRDC shall have the right to terminate the IRDP Contract. In the event of such

termination MSRDC has the right to disqualify MEP Solapur from participating in any tolling bids

floated by MSRDC.

In terms of the IRDP Solapur Agreement, termination of the contract in certain circumstances will result in

forfeiture of the upfront payment and performance security by encahsment of the bank guarantee.

Rajiv Gandhi Salai / ITEL Project

3. Agreement dated March 4, 2014 between our Company and ITEL

Our Company and ITEL have entered into an agreement dated March 4, 2014 (the “ITEL Contract”) for

appointment of our Company as service agency for collection of toll at five toll plazas at the Rajiv Gandhi Salai

(previously known as IT Corridor) at Chennai, Tamil Nadu, which is an important road in Chennai, housing

major IT and BPO companies and educational institutions, extending from Madhya Kailash Temple Junction to

Siruseri. In terms of the ITEL Contract, our Company is responsible for collection of toll from specified

vehicles at the toll plazas located at Rajiv Gandhi Salai in Chennai (the “ITEL Project”). The term of the ITEL

Contract is three years commencing from March 8, 2014 (the “Contract Period”).

Obligations of our Company

In terms of the ITEL Contract, our Company is entitled to a contract price of approximately ` 14.62 million for

the first year of the Contract Period. The contract price is subject to an escalation at the rate of 5.00% per

annum for each subsequent year of the Contract Period. For the performance of the obligations of our Company

under the ITEL Contract, our Company has furnished performance security of ` 0.30 million to ITEL by way of

a bank guarantee valid for 13 months.

Our Company is not permitted to assign the ITEL Contract or any part thereof or any interest or benefit therein

or sub-contract the ITEL Contract without the prior consent of ITEL. In terms of the ITEL Contract, our

Company is required to employ the required personnel for carrying out its obligations under the ITEL Contract,

comply with all applicable laws, carry the risks of loss or damage to physical property, personal injury or death

that may during and in consequence of the ITEL Contract, obtain all necessary insurance against loss or damage

of property, personal injury or death. Our Company is also required to insure workmen and equipments used for

the ITEL Project. Further, our Company is under an obligation to make such necessary arrangements for safety

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of all activities at the toll plazas as well as safety of the users of the road. Our Company is also required to

ensure safe and efficient movement of vehicular traffic and pedestrians.

Toll rates

Our Company is entitled to charge toll from users of the Rajiv Gandhi Salai pursuant to and in accordance with

the rates specified in the Notification (no. G.O.Ms. No. 45) issued by the Government of Tamil Nadu.

Termination

Both our Company and ITEL have the right to terminate the ITEL Contract in case of fundamental breach

caused by the other party. Fundamental breach would include, inter alia, the following circumstances:

a) Bankruptcy or liquidation other than for a reconstruction or amalgamation.

b) Failure of our Company to generate minimum revenue in one quarter resulting in ITEL revoking the

bank guarantee and failure on part of our Company to replace the same during the next quarter.

c) Our Company sub-contracts more than 20.00% of the ITEL Contract in value.

d) Default by our Company in carrying out its obligations under the ITEL Contract.

e) Engagement by our Company in fraudulent or corrupt practices in competing for or executing the ITEL

Contract.

Notwithstanding the above, ITEL may terminate the ITEL Contract at its convenience.

In terms of the ITEL Contract, in case of a termination of the contract on account of failure of our Company to

fulfil conditions under the ITEL Contract, any additional cost incurred by ITEL in completing the ITEL

Contract shall be recovered from our Company.

Vidyasagar Setu Project

4. Agreement dated January 24, 2014 between our Company, RTBPL and HRBC

Our Company and HRBC have entered into an agreement dated January 24, 2014 (the “Vidyasagar Setu

Agreement”) in relation to collection of fee at the toll plaza at Vidyasagar Setu (the 2nd

Hooghly Bridge) in

Kolkata in West Bengal. Our Company, RTBPL and HRBC have entered into a tripartite agreement dated

January 24, 2014 (the “VS Tripartite Agreement”) appointing RTBPL as the SPV to perform the Vidyasagar

Setu Project (as defined below). Our Company has also executed an inter-se agreement dated January 24, 2014

with RTBPL (the “VS Inter-se Agreement”, and together with the Vidyasagar Setu Agreement and the VS

Tripartite Agreement, the “Vidyasagar Setu Agreements”) which lays down mutual rights, duties and

obligations of our Company and RTBPL with respect to the Vidyasagar Setu Project. Pursuant to the

Vidyasagar Setu Agreements, RTBPL is responsible for collection of toll from specified vehicles at the toll

plaza located at the Vidyasagar Setu on National Highway no. 117 and for handling, operation, maintenance,

renewing and renovation, upgrading of existing electronically operated toll collection system (the “Vidyasagar

Setu Project”). The term of the Vidyasar Setu Agreement is five years commencing on September 1, 2013 to

August 31, 2018 (the “Concession Period”).

Obligations of RTBPL

RTBPL has been approved as the SPV to operate the Vidyasagar Setu Project under the Vidyasagar Setu

Agreement, wherein the liabilities and obligations under the Vidyasagar Setu Agreement have been sub-

contracted to RTBPL and RTBPL is permitted to exercise the rights and benefits granted to our Company under

the VS Inter-se Agreement. Accordingly, in terms of the Vidyasagar Setu Agreements, RTBPL shall pay an

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aggregate amount of ` 2,610 million to HRBC for the project in five equal yearly instalments each amounting to

` 522 million.

Under the Vidyasagar Setu Agreement, RTBPL is required to fulfil various obligations including, inter alia,

efficient toll collection, making necessary arrangements for electricity and lighting at the toll plaza, ensuring

compliance with all applicable laws, providing required information to authorised officers of HRBC for

inspection of records, maintaining electronic, electric equipments and computers handed over by HRBC in

accordance with the provisions of the Vidyasagar Setu Agreements, making provision for security in and around

the toll plaza, ensuring smooth regulation of traffic during toll collection and ensuring that no secret profit or

margin is retained during collection of toll.

In terms of the Vidyasagar Setu Agreements, RTBPL is required to obtain all necessary insurance against thefts,

dacoits, fire or other contingencies against loss at toll station or toll collected. RTBPL is also required to insure

its workmen and equipments. Further, RTBPL is under an obligation to indemnify HRBC against all costs,

damages and expenses arising out of any breach of the Vidyasagar Setu Agreements by RTBPL or arising out of

any claims or proceedings instituted by HRBC or third parties against our Company in connection with the

Vidyasagar Setu Project and against all claims in respect of death or injury to any person or loss or damage to

any property arising out of the toll collection activities.

Obligations of our Company

In terms of the Vidyasagar Setu Agreement, our Company has provided a bank guarantee, valid for 63 months,

to HRBC as security against payment of instalments for the balance four years. On payment of subsequent

instalments every year, an equivalent amount of the bank guarnatee shall be released by HRBC.

Toll rates

RTBPL is entitled to charge toll from users of the abovementioned bridge pursuant to and in accordance with

the rates specified in the Notification No. 2838-WT/11E-52/94pt-II dated August 26, 2008 issued by the

Government of West Bengal.

In case of change in toll rate during subsistence of the Vidyasagar Setu Agreement, there shall be a

corresponding revision in the amount of consideration to be paid by RTBPL to HRBC as per the formula

provided inthe Vidyasagar Setu Agreement.

Termination

HRBC has the right to terminate the Vidyasagar Setu Agreement in, inter alia, the following circumstances:

a) In the event of (i) voluntary or involuntary insolvency, bankruptcy or dissolution of RTBPL; (ii)

appointment of a receiver, administrator, trustee or liquidator over any substantial assets of RTBPL; or

(iii) any steps being taken to enforce any security interest over a substantial part of the assets of

RTBPL.

b) In the event of (i) failure of RTBPL to comply with instructions of HRBC/commissioners or its

authorised officers; (ii) failure of RTBPL to comply with terms and conditions of the Vidyasagar Setu

Agreement; (iii) RTBPL repudiating the Vidyasagar Setu Agreement; (iii) persistent or flagrant

neglect, even after warnings, on the part of RTBPL to comply with obligations under the Vidyasagar

Setu Agreement; or (iv) non-courteous or rude behaviours with users.

c) The Vidyasagar Setu Agreement shall stand terminated if RTBPL or servants of RTBPL are convicted

of any offence under the State of West Bengal Prohibition Act, West Bengal Opium Smoking Act

and/or the Narcotic Drugs and Psychotropic Substances Act, 1985 or in the event of RTBPL or any of

its servants failing to observe any of the provisions of the Vidyasagar Setu Agreement or any of the

terms and conditions governing the Vidyasagar Setu Agreement.

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In terms of the Vidyasagar Setu Agreement, termination of the contract in the above circumstances will result in

forfeiture of the upfront payment made by RTBPL to HRBC and encashment of bank guarantee provided by our

Company to the extent of 2.00% towards liquidated damages. In the event of premature termination of the

Vidyasagar Setu Agreement at the instance of RTBPL, the performance security available with HRBC shall be

liable to be forfeited.

Mahua – Hindaun – Karauli Project

5. Agreement for collection of toll dated January 11, 2013 between our Company and RSRDC

RSRDC has executed an agreement dated January 11, 2013 (the “Mahua – Hindaun – Karauli Agreement”)

with our Company for collection of toll at the toll plazas on the Mahua – Hindaun – Karauli road for a total

stretch of 65 km in the State of Rajasthan. Under the Mahua – Hindaun – Karauli Agreement, our Company is

responsible for collection of toll at two toll plazas on the Mahua – Hindaun – Karauli road corridor, located near

Phulwada and near Gazipur and for maintaining the toll plazas. The term of the Mahua – Hindaun – Karauli

Agreement is for a period of 21 months commencing on January 24, 2013 and ending on October 23, 2014 (the

“Contract Period”).

Obligations of our Company

In terms of the Mahua – Hindaun – Karauli Agreement, the total amount payable by our Company to RSRDC is

` 146.83 million 17.50% of which is required to be deposited with RSRDC before the start of toll collection and

the remaining 82.50% is payable in 20 monthly instalments starting on January 24, 2013 and ending on October

23, 2014 as provided in the Mahua – Hindaun – Karauli Agreement. Our Company has furnished a bank

guarantee of ` 36.71 million to RSRDC, which is 25.00% of the total amount payable, to be held in deposit as

performance security for performance of the Mahua – Hindaun – Karauli Project, which shall be released upon

satisfactory completion of the Mahua – Hindaun – Karauli Agreement after all claims of RSRDC have been

settled. RSRDC is entitled to deduct from the performance security, any instalment amount falling due under

the Mahua – Hindaun – Karauli Agreement, and our Company is under an obligation to replenish the deducted

amount within 10 days from the date of receipt of notice thereof from RSRDC.

The Mahua – Hindaun – Karauli Agreement stipulates certain obligations to be fulfilled by our Company, being

the contractor, including, among others, maintenance of toll plazas and surrounding area, ensuring safety in

operation as required, including compliance of the provisions under the safety manual published by the central

water and power commission. Our Company is required to deploy such minimum number of employees to

manage the collection of toll and keep any bridge/road/tunnel forming part of the Mahua – Hindaun – Karauli

corridor open for traffic at all hours under all reasonable conditions. Our Company is required to abide by all

applicable laws as well as regulations and bye-laws of any local authority, including payment of any fees in

connection therewith. Our Company is not entitled to transfer or sublet any right conferred to our Company

under the Mahua – Hindaun – Karauli Agreement, without prior approval from RSRDC.

In terms of the Mahua – Hindaun – Karauli Agreement, our Company is under an obligation to indemnify

RSRDC against all loss or damages, resulting directly or indirectly out of our Company and against claims or

liabilities arising out of violation of any laws or regulations by our Company or its employees.

Toll rates

Our Company is entitled to charge toll from users of the Mahua – Hindaun – Karauli road pursuant to and in

accordance with the rates specified in the Notification (no. PD/HND/2012-13/961 dated January 21, 2013)

issued by the Government of Rajasthan, as amended from time to time.

As per the Mahua – Hindaun – Karauli Agreement, if the toll rates are revised by the State Government during

the Contract Period, in comparison to the rates on the basis of which reserve price has been calculated, the bid

amount shall stand revised by the same ratio in which toll rates are enhanced with effect from the date of such

enhancement.

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Liquidated damages and penalties

The Mahua – Hindaun – Karauli Agreement requires our Company to pay penalty for default in replenishment

of the performance security by our Company at the rate of 18.00% p.a. on the default amount for upto seven

days of such default. Further, in case of non-payment of any instalment payable to RSRDC on the due date of

payment, our Company shall be liable to pay a penalty of a minimum one month interest at the rate of 18.00%

p.a. from the date of default. Our Company is also liable to pay to RSRDC a sum of ` 1,000 per day for each

day of default in case of breach of any of the conditions or provisions of the labour laws and rules and

regulations applicable, subject to a maximum of one per cent of the amount payable to RSRDC under the

contract. Further, our Company is liable to pay RSRDC a sum of ` 1,000 per day for each day of default in case

of failure to comply with the provisions of the safety manual. Our Company shall also be liable to pay penalty

to RSRDC for charging excess fee from users for the first two such instances.

Termination

RSRDC is entitled to withdraw the Mahua – Hindaun – Karauli Agreement in case of default of our Company

in replenishing the performance security along with interest within seven days of such default, after deduction

of the same by RSRDC. The Mahua – Hindaun – Karauli Agreement is liable to be terminated at the discretion

of RSRDC in case of non-payment of instalments on their due date, breach or non-observance of any condition

of the Indian Tolls Act, 1851 or the Motor Vehicle Taxation Act, 1951 or of any condition stipulated under the

Mahua – Hindaun – Karauli Agreement. In case of delay in payment of any instalment to RSRDC along with

default interest exceeding 10 days, RSRDC is entitled to adjust the performance security against the payable

amount after cancelling the Mahua – Hindaun – Karauli Agreement.

As per terms of the Mahua – Hindaun – Karauli Agreement, in case our Company is imprisoned, becomes

insolvent, compounds with its creditors, has a receiving order made against it, carries on business under a

receiver for the benefit of the creditors or any of them, goes into liquidation or commences winding up

proceedings for the purpose of amalgamation or reconstruction, RSRDC shall be at liberty to either give the

liquidator or receiver (or other person in whom the contract may become vested) the option of carrying out the

Mahua – Hindaun – Karauli Agreement or a portion thereof subject to his providing a guarantee for the

performance of the same, or to terminate the Mahua – Hindaun – Karauli Agreement and take further action for

default of our Company.

In terms of the Mahua – Hindaun – Karauli Agreement, our Company is also liable to pay liquidated damages to

RSRDC for charging excess toll for the first two instances of such excess charging. In case our Company is still

found charging excess toll, the Mahua – Hindaun – Karauli Agreement is liable to be rescinded or cancelled

along with forfeiture of deposit provided and any advance payments made to RSRDC and our Company shall

be debarred from participating in any such contracts in the future.

Kini Tasawade Project

6. Contract Agreement dated September 5, 2014 between our Company, RTIPL and MSRDC

Our Company, RTIPL and MSRDC have entered into a contract agreement dated September 5, 2014 (the “Kini

Tasawade Contract”) in relation to collection of fee at two toll plazas near Kini and Tasawade in Maharashtra.

Pursuant to the Kini Tasawade Contract, RTIPL is responsible for collection of toll from specified vehicles at

two toll plazas located near Kini and Tasawade and for maintaining the aforementioned toll plazas. The term of

the Kini Tasawade Contract is for a period of 104 weeks commencing on May 29, 2014 (the “Concession

Period”).

Obligations of RTIPL

RTIPL has been assigned the rights and benefits of the Kini Tasawade Contract by our Company and is required

to exercise the rights and benefits assigned to it in accordance with the terms of the Kini Tasawade Contract.

Accordingly, in terms of the Kini Tasawade Contract, RTIPL shall pay an aggregate amount of ` 2,270.70

million to MSRDC for the project in monthly upfront instalments. RTIPL is also required to deposit non-

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refundable maintenance cost of ` 5.00 million with MSRDC at the start of each year during the term of the Kini

Tasawade Contract for maintenance of integrated roads. Further, in terms the Kini Tasawade Contract, if the

revenue generated from toll collection is more than the income projected by RTIPL, the excess revenue shall be

shared with MSRDC as per the formula specified in the Kini Tasawade Contract.

Under the Kini Tasawade Contract, RTIPL is required to fulfil certain obligations including, inter alia, effective

and efficient toll collection, making regular payment of instalments to MSRDC, compliance with all applicable

laws, providing all necessary manpower, equipment, security and other arrangements for smooth operation of

toll plazas and maintaining the property and equipment handed over by MSRDC in terms of the Kini Tasawade

Contract and ensuring that no secret profit or margin is retained during collection of toll.

In terms of the Kini Tasawade Contract, RTIPL is required to obtain necessary insurance against thefts, dacoits,

fire or other contingencies against loss at toll station or toll collected. RTIPL is also required to insure its

workmen and equipments. Further, RTIPL is under an obligation to make such necessary and required

arrangements for the toll plazas at the sites as directed by MSRDC for effective and efficient toll collection.

RTIPL is also under an obligation to indemnify MSRDC against all costs, damages, expenses, etc. arising from

any claims in respect of death or injury to any person or loss or damage to any property.

In terms of the Kini Tasawade Contract, RTIPL has furnished an interest free performance security of ` 203.85

million in the form of a bank guarantee. The performance security is liable to be forfeited in the event that the

obligations of RTIPL under the Kini Tasawade Contract are not fulfilled. Further, RTIPL has also submitted

security deposit of ` 203.85 million in the form of a demand draft in favour of MSRDC. Further, while the

rights and benefits accorded to our Company under the Kini Tasawade Contract have been assigned to RTIPL

pursuant to the Kini Tasawade Contract, our Company continues to be responsible to MSRDC for all the

liabilities under the Kini Tasawade Contract. Accordingly, our Company is liable under the Kini Tasawade

Contract for any non-compliance by RTIPL.

Toll rates

RTIPL is entitled to charge toll from users of the abovementioned roads pursuant to and in accordance with the

rates specified in the Notification No. NHAI/PIU/PUNE/MSRDC Toll/2014/1151 dated April 25, 2014 issued

by NHAI.

In case of a change in toll rate during the subsistence of the Kini Tasawade Contract, there shall be a revision in

the amount of consideration to be paid by RTIPL to MSRDC.

Liquidated damages and penalties

In terms of the Kini Tasawade Contract, RTIPL is required to pay to MSRDC a penalty of ` 50,000 for every

week of non-compliance of any of its obligations. Further, RTIPL is also liable for liquidated damages, inter

alia, for (i) charging excess fee from users, (ii) resistance or non-cooperation of RTIPL for traffic survey

consultancy work by MSRDC, (iii) insolvency of RTIPL, (iv) compulsory winding up order being passed

against RTIPL, or (v) dissatisfaction of MSRDC with the management and/or performance of our Company or

RTIPL.

If during the Concession Period the toll collected during any month falls short of the amount of installment to

be paid to MSRDC, our Company shall make good the shortfall.

Termination

MSRDC has the right to terminate the Kini Tasawade Contract in, inter alia, the following circumstances:

(a) In the event of (i) insolvency or bankruptcy of RTIPL; (ii) appointment of a receiver, administrator,

trustee or liquidator over any substantial assets of RTIPL; or (iii) any default by RTIPL under any of its

financing documents resulting in recall of any of the financial assistance.

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(b) Failure of RTIPL to observe or perform any of its obligations under the Kini Tasawade Contract.

(c) By providing a 14 days’ prior notice in the event of (i) RTIPL repudiating the Kini Tasawade Contract;

or (ii) any breach by RTIPL of the terms of the Kini Tasawade Contract; or (iii) failure on the part of

RTIPL to remit instalments payable to MSRDC.

(d) If our Company or RTIPL fails to replenish the performance security after MSRDC has adjusted the

amount of performance security in full or in part for any default committed under the Kini Tasawade

Contract, MSRDC has the right to terminate the Kini Tasawade Contract. In the event of such

termination, MSRDC has the right to disqualify RTIPL from participating in any tender floated by

MSRDC in respect of toll collection and/or commercial exploitation for a period of two years

thereafter.

(e) In the event of RTIPL being found to be charging excess fee from users on more than three occasions,

MSRDC shall have the right to terminate the Kini Tasawade Contract. In the event of such termination

MSRDC has the right to disqualify RTIPL from participating in any tolling bids floated by MSRDC.

In terms of the Kini Tasawade Contract, termination of the contract in certain circumstances will result in

forfeiture of the upfront payment and performance security by encahsment of the bank guarantee.

Kalyan Shilphata Project

7. Contract Agreement dated September 26, 2013 between our Company and MSRDC

Our Company and MSRDC have entered into an agreement dated September 26, 2013 (the “Kalyan Shilphata

Contract”) in relation to collection of toll at two toll plazas on the Bhiwandi Kalyan Shilphata highway in

Maharashtra. Under the Kalyan Shilphata Contract, our Company is responsible for collection of toll from

specified vehicles at two toll plazas located at Katai and Gove on the Bhiwandi – Kalyan – Shilphata section on

State Highway No. 40. The term of the Kalyan Shilphata Contract is for a period of 156 weeks commencing on

September 27, 2013 and ending on September 23, 2016 (the “Contract Period”).

Obligations of our Company

In terms of the Kalyan Shilphata Contract, the total amount payable by our Company to MSRDC is ` 633.60

million to be paid in upfront monthly instalments. Our Company has furnished a bank guarantee of ` 170

million to MSRDC, to be held in deposit as performance security for performance of the Kalyan Shilphata

Project, which shall be released upon satisfactory completion of the Kalyan Shilphata Contract. Our Company

is also required to deposit maintenance cost of ` 15 million with MSRDC at the start of each year during the

term of the Kalyan Shilphata Contract for maintenance the toll plazas and roads. Further, in terms the Kalyan

Shilphata Contract, if the revenue generated from toll collection is more than the revenue projected by our

Company, the excess revenue shall be shared with MSRDC as per the formula specified in the Kayan Shilphata

Contract.

Under the Kalyan Shilphata Contract, our Company is required to fulfil certain obligations including, inter alia,

effective and efficient toll collection, making regular payment of instalments to MSRDC, compliance with all

applicable laws, providing all necessary manpower, equipment, security and other arrangements for smooth

operation of toll plazas and maintaining the property and equipment handed over by MSRDC in terms of the

Kalyan Shilphata Contract and ensuring that no secret profit or margin is retained during collection of toll.

In terms of the Kalyan Shilphata Contract, our Company is required to obtain necessary insurance against thefts,

dacoits, fire or other contingencies against loss at toll station or toll collected. Our Company is also required to

insure its workmen and equipments. Further, our Company is under an obligation to make necessary

arrangements for the toll plazas at the sites as directed by MSRDC for effective and efficient toll collection. Our

Company is also under an obligation to indemnify MSRDC against all costs, damages, expenses, etc. arising

from any claims in respect of death or injury to any person or loss or damage to any property.

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Toll rates

Our Company is entitled to collect toll as per the rates mentioned in the notification (PSP-2004/CR-325/Road-

8) dated July 29, 2013, issued by the Government of Maharashtra, applicable upto July 9, 2016.

In case of a change in toll rate during the subsistence of the Kalyan Shilphata Contract, there shall be a revision

in the amount of consideration to be paid by our Company to MSRDC.

Liquidated damages and penalties

As per terms of the Kalyan Shilphata Contract, in case of non-payment of any instalment payable to MSRDC on

the due date of payment, our Company shall be liable to pay interest at the rate of 24.00% p.a. on the amount

unpaid, covering the actual period of non-payment. In terms of the Kalyan Shilphata Contract, our Company is

required to pay to MSRDC a penalty of ` 50,000 for every week of non-compliance of any of its obligations.

Further, we are also liable for liquidated damages, inter alia, for (i) charging excess fee from users, (ii)

resistance or non-cooperation of our Company for traffic survey consultancy work by MSRDC, (iii) insolvency

of our Company, or (iv) compulsory winding up order being passed against our Company, dissatisfaction of

MSRDC with the management and/or performance of our Company.

During the Contract Period, the toll collected during any month falls short of the amount of installment to be

paid to MSRDC, our Company shall make good the shortfall.

Termination

MSRDC has the right to terminate the Kalyan Shilphata Contract in, inter alia, the following circumstances:

(a) In the event of (i) insolvency or bankruptcy of our Company; (ii) appointment of a receiver,

administrator, trustee or liquidator over any substantial assets of our Company; or (iii) any default by

our Company under any of the financing documents for the Kalyan Shilphata Project resulting in recall

of any of the financial assistance.

(b) By providing a 14 days’ prior notice, in the event of (i) our Company repudiating the Kalyan Shilphata

Contract; or (ii) any breach by our Company of the terms of the Kalyan Shilphata Contract; or (iii)

failure on the part of our Company to remit instalments payable to MSRDC.

(c) If our Company fails to replenish the performance security after MSRDC has adjusted the amount of

performance security in full or in part for any default committed under the Kalyan Shilphata Contract,

MSRDC has the right to terminate the Kalyan Shilphata Contract. In the event of such termination

MSRDC has the right to disqualify our Company from participating in any tender floated by MSRDC

in respect of toll collection and/or commercial exploitation for a period of two years thereafter.

(d) In the event of our Company being found to be charging excess fee from users on more than three

occasions, MSRDC shall have the right to terminate the Kalyan Shilphata Contract. In the event of

such termination MSRDC has the right to disqualify our Company from participating in any tolling

bids floated by MSRDC.

In terms of the Kalyan Shilphata Contract, termination of the contract in certain circumstances will result in

forfeiture of the upfront payment and performance security by encahsment of the bank guarantee.

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REGULATIONS AND POLICIES

The following description is a summary of certain sector specific laws and regulations in India, which are

applicable to us. The information detailed in this section has been obtained from publications available in the

public domain. The regulations set out below may not be exhaustive, and are only intended to provide general

information to the investors and are neither designed nor intended to substitute for professional legal advice.

Key Regulations in relation to the Road Sector

The primary legislations governing the roads sector are the National Highways Act, 1956 (“NH Act”) and the

National Highways Authority of India Act, 1988 (“NHAI Act”).

National Highways Act, 1956 (“NH Act”)

Under the NH Act, the GoI is vested with the power to declare and omit a highway as a national highway and

also to acquire land for this purpose. The GoI 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 procedure for the same. Such procedure relates to

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 GoI 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. Further, the GoI 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 GoI.

National Highway (Collection of Fees by any Person for the Use of Section of National Highways/

Permanent Bridge/ Temporary Bridge on National Highway) Rules, 1997 (the “NH Rules”)

The NH Rules provide that the GoI may enter into agreements with persons for development and maintenance

of the whole or part of a national highway/permanent bridge/temporary bridge on national highway as it may

decide, pursuant to which such person may be permitted to invest his own funds for the development or

maintenance of a section of National Highway or any permanent bridge/ ‘temporary bridge’ on a ‘national

highway’. Such person is allowed to collect and retain the fees at agreed rates from different categories of

vehicles for an agreed period for the use of the facilities created therein, subject to the terms and conditions of

the agreement and the NH Rules. The rates of fees and the period of collection are decided by the GoI and the

factors taken into account to decide the same include expenditure involved in building; maintenance,

management and operation of the whole or part of such section; interest on the capital invested; reasonable

return, the volume of traffic; and the period of such agreement. An official shall also be nominated so as to

ensure that the fees are collected at the agreed rates.

Once the period of collection of fees by the person is completed, all rights pertaining to the section, permanent

bridge or the temporary bridge on the national highway would be deemed to have been taken over by the GoI.

National Highways Fee (Determination of Rates and Collection) Rules, 2008 (the “NH Fee Rules”)

Pursuant to the NH Fee Rules, GoI may, by a notification, levy fee for use of any section of a national highway,

‘permanent bridge’, bypass or tunnel forming part of a national highway, as the case may be. However, GoI

may, by notification, exempt any section of a national highway, ‘permanent bridge’, bypass or tunnel

constructed through a public funded project.

The collection of fee shall commence within forty five days from the date of completion of the section a

national highway, ‘permanent bridge’, bypass or tunnel constructed through a public funded project. In case of a

‘private investment project’, the collection of such fee shall be made in accordance with the terms of the

agreement entered into by the concessionaire. The NH Fee Rules further provides for the base rate of fees

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applicable for the use of a section of the national highway and applicable to different categories of vehicles. The

various modalities for collection of fee are also outlined in the NH Fee Fules.

The NH Fee Rules was amended in 2010 wherein the rate of fee for use of a bypass forming part of a national

highway constructed with a cost of ` 100 million or more was laid down. Further, the base rate for collection of

fee for use of a section of a national highway was amended and certain exemptions from payment of toll by

vehicles were laid down. The NH Fee Rules as further amended in 2011 wherein the base rate for collection of

fee for use of a section of a national highway constructed after September 11, 1956 but before December 5,

2008 was prescribed, which was further amended in 2013.

Pursuant to amendments to the NH Fee Rules in 2013 and 2014, the Government has prescribed, inter alia,

specific rates for use of expressways, methods of computation of fee rates in cases where there has been an up-

gradation of a four-lane highway and substantial improvement made to a carriageway with minimum of two

alnes and maximum of four lanes and mode of calculating fee rates for private investment projects.

National Highways Authority of India Act, 1988 (the “NHAI Act”)

The NHAI Act provides for the constitution of an authority for the development, maintenance and management

of National Highways. Pursuant to the same the National Highways Authority of India (“NHAI”), an

autonomous body, was set up in 1995. Under the NHAI Act, GoI carries out development and maintenance of

the National Highway system through the NHAI. 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 NHAI Act provides that the contracts

for acquisition, sale or lease of immovable property cannot exceed a term of thirty days.

NHAI’s primary mandate is the time and cost bound implementation of the National Highways Development

Programme (“NHDP”) through a host of funding options, which include fund assistance from external

multilateral agencies like the World Bank and Asian Development Bank (“ADB”). The NHAI also strives to

provide road connectivity to major ports. NHAI’s role encompasses involving the private sector in financing the

construction, maintenance and operation of the national highways and wayside amenities. The NHAI is also

involved with the improvement, maintenance and augmentation of the existing national highways network and

implementation of road safety measures and environmental management.

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 helping to execute the powers delegated to it. The

government 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.

Indian Tolls Act, 1851

Pursuant to the Indian Tolls Act, 1851, the State Governments have been vested with the power to levy tolls at

such rates as they deem fit, to be levied upon any road or bridge, made or repaired at the expense of the Central

or any State Government. The tolls levied under the Indian Tolls Act, 1851, are deemed to be ‘public revenue’.

The collection of tolls can be placed under any person as the State Governments deem fit under the said Act and

they are enjoined with the same responsibilities as if they were employed in the collection of land revenue.

Further, all police officers are bound to assist the toll collectors in the implementation of the Indian Tolls Act,

1851. The Indian Tolls Act, 1851 further gives power for recovery of toll and exempts certain catergory of

people from payment of toll.

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Provisions under the Constitution of India and other legislations in relation to collection of toll

Entry 59, List II of Schedule VII read with Article 246 of the Constitution of India vests the states with the

power to levy tolls. Pursuant to the Indian Tolls Act, 1851, the State Governments have been vested with the

power to levy tolls at such rates as they deem fit.

Bombay Motor Vehicles Tax Act, 1958

Bombay Motor Vehicles Tax Act, 1958 (the “BMVT Act”) vests the Government of Maharashtra with the

power to levy and collect tax on all motor vehicles used or kept for use in the State of Maharashtra at such rates

as may be specified by the Government of Maharashtra by notification, from time to time, but not exceeding the

minimum rates specified under the BMVT Act. Further, in accordance with the provisions of the BMVT Act,

the Government of Maharashtra has the power to levy and collect tolls on motor vehicles and trailers drawn by

such vehicles passing over any bridge or through any tunnel (including the approach road thereto or any section

of road or by-pass, if declared by the Government of Maharashtra as a single entity), situated in a well defined

zone which is constructed, reconstructed, improved or repaired after commencement of the BMVT Act, at the

expense of the Government of Maharashtra or any private entrepreneur or agent appointed by the Government

of Maharashtra for such purpose. In terms of the BMVT Act, the Government of Maharashtra may collect toll

by itself or through its agent. The BMVT Act is applicable to the whole of the state of Maharashtra.

Rajasthan Road Development Act, 2002

The Rajasthan Road Development Act, 2002 (the “RRD Act”) provides for development of roads, excluding

National Highways, in the state of Rajasthan by the Government of Rajasthan, either by itself or through private

participation by entering into agreements with any person or local body in relation to the development of any

road or any section thereof. Further, under the RRD Act, the Government of Rajasthan has the power to levy

fees by way of, and at rates prescribed by, notification. The RRD Act also gives powers to the person or local

body, entering into an agreement with the State Government, to regulate and control traffic on the road or

section thereof forming part of such agreement. The RRD Act is applicable to the whole of the state of

Rajasthan. Under the RRD Act, the Government of Rajasthan has notified the Rajasthan Road Development

Rules, 2002 (the “RRD Rules”) to lay down the procedure for formulating road development projects, selection

of investors, awarding of projects and implementation of such projects.

Rajasthan Motor Transport Vehicles Toll Act, 1991

The Rajasthan Motor Transport Vehicles Toll Act, 1991, (the “RMTVT Act”) vests the Government of

Rajasthan with the power to levy toll on certain motor vehicles entering the State of Rajasthan at rates notified

by the Government of Rajasthan from time to time. Further, as per provisions of the RMTVT Act, the

Government of Rajasthan has the power to prohibit the entry into the State of Rajasthan of a vehicle which is

liable to pay toll, on non-payment of such toll as well as detain or seize such vehicle or any part of it, considered

sufficient for realisation of the toll. Further, the Government of Rajasthan may also, by notification and subject

to conditions, exempt any motor transport vehicle or any class of motor transport vehicles from the payment of

toll. The RMTVT Act is applicable to the whole of the state of Rajasthan. Under the RMTVT Act, the

Government of Rajasthan has notified Rajasthan Motor Transport Vehicles Toll Rules, 1991 which lay down

the manner of levy, payment and collection of toll as prescribed under the RMTVT Act.

Other Laws and Regulations

In addition to the aforementioned material legislations which are applicable to our Company, the other

legislations that apply to the operations of our Company include, inter alia:

The Contract Labour (Regulation and Abolition) Act, 1970;

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

The Payment of Bonus Act, 1965

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The Payment of Gratuity Act, 1972

The Payment of Wages Act, 1936

Employee’s Compensation Act, 1923

Inter-state Migrant Workers Act, 1979

The Minimum Wages Act, 1948

The Bombay Shops and Establishment Act, 1948

209

HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as MEP Toll Road Private Limited on August 8, 2002, at Mumbai, Maharashtra

as a private limited company under the Companies Act, 1956. The name of our Company was changed from

MEP Toll Road Private Limited to MEP Infrastructure Developers Private Limited and a fresh certificate of

incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai, to our

Company on November 28, 2011. Subsequently, pursuant to a special resolution passed by our shareholders at

an EGM held on August 19, 2014, the name of our Company was changed from MEP Infrastructure Developers

Private Limited to MEP Infrastructure Developers Limited and a fresh certificate of incorporation consequent

upon change of name was issued by the Registrar of Companies, Mumbai, to our Company on September 8,

2014.

Our Company was incorported on August 8, 2002 with a paid-up capital of ` 100,000. On December 2, 2002,

Ideal Road Builders Private Limited was alloted 990,000 Equity Shares pursuant to which our Company

became a subsidiary of Ideal Road Builders Private Limited. On June 8, 2006, 891,000 Equity Shares held by

Ideal Road Builders Private Limited were transferred to Jayant D. Mhaiskar. The details in this regard have

been disclosed in the section “Capital Structure” on page 81.

The changes to the name of our Company were undertaken to align the name of our Company with the nature of

business of our Company and upon conversion of our Company from a private limited company to a public

limited company.

Our Company has 21 members as of the date of this Draft Red Herring Prospectus. For more details on the

shareholding pattern, see the section “Capital Structure” on page 81.

Our Company is not operating under any injunction or restraining order.

For information on our Company’s activities, projects, market, growth, technology, managerial competence,

standing with reference to prominent competitors, major suppliers and customers and acquisition of BTPL, see

the sections “Our Business”, “Industry Overview”, “Management’s Discussion and Analysis of Financial

Condition and Results of Operations of our Company” and “Management” on pages 145, 117, 402 and 221,

respectively.

Changes in Registered Office

The details of changes in the Registered Office are set forth below:

Date of change Details of change in the address of Registered Office

January 1, 2007 The Registered Office of our Company was changed from “501, Dattashram, Hindu

Colony, Lane No. 1, Dadar, Mumbai - 400014” to “IRB Complex, Chandivali Farm,

Chandivali Village, Andheri (East), Mumbai – 400072”

October 8, 2010 The Registered Office of our Company was changed from “IRB Complex, Chandivali

Farm, Chandivali Village, Andheri (East), Mumbai – 400072” to “410, boomerang,

Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai - 400 072”

November 27, 2013 The Registered Office of our Company was changed from “410, boomerang,

Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai - 400 072” to

“A 412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri (East),

Mumbai - 400 072”

210

The changes to the Registered Office of our Company were made to ensure greater operational efficiency

The main objects of our Company

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

“1. To carry on the business of construction work comprising of civil works, civil engineers, civil contractors

and to undertake projects and contracts for Government and Government Departments or authorities and

undertake either alone and jointly with any other company or persons, works of all distinction like

construction, renovation, repairs, widening, paving, resurfacing of roads, upgrading, strengthening of

roads, flyovers, highways, tunnels or bridges of all types of R. C. C and post–tensioned cement concrete

works, reinforced cement concrete works, granting, rock–cutting, reclamations, cement gutting,

waterproofing works, painting, decorating and to purchase, acquire, contract, erect, repair and

maintaining of structures, flyovers, tunnels, dams, earth tunnels, towers, reservoirs, drains and culverts,

trenches, embankments, irrigation works, reclamations, land improvement, sewerage and sanitary works.

2. To carry on the business of collection of toll or any services as an agent or enter into arrangement with

Central Government, State Government, Semi Government Bodies, Private Parties or Authorities, whether

Municipal, Local or otherwise or with any institution or company in India or abroad and to procure or

maintain from such Government Authority, person, institution or company, rights of all sorts for

assistance, privileges, charters, contracts, licenses and concessions which the company may think it

desirable and to carry out, exercise and comply therewith.”

The main objects as contained in the Memorandum of Association enable our Company to carry on the business

presently carried out as well as the activities proposed to be undertaken pursuant to the Objects of the Issue.

Amendments to the Memorandum of Association

Since incorporation, the following changes have been made to the Memorandum of Association:

Date of

shareholders’

resolution

Nature of Amendment

November 18,

2002

Amendment to Clause V of the Memorandum of Association to reflect increase in

authorized share capital from ` 10,000,000 divided into 500,000 Equity Shares and

500,000 redeemable preference shares of ` 10 each to ` 112,500,000 divided into

1,000,000 Equity Shares and 10,250,000 preference shares of ` 10 each.

June 7, 2006 Amendment to Clause V of the Memorandum of Association to reflect increase in

authorized share capital from ` 112,500,000 divided into 1,000,000 Equity Shares of ` 10

each and 10,250,000 Preference Shares of ` 10 each to ` 500,000,000 divided into

39,750,000 Equity Shares and 10,250,000 Preference Shares of ` 10 each.

August 8, 2011 Insertion of the following additional objects in the Memorandum of Association under

“Other Objects”:

“39. To construct & maintain Bus Terminal cum – commercial complex, workshops for

the buses, Parking Plazas, Multi-level Car Parking on Design Build Operate and Transfer

(“DBOT”) basis or otherwise.”

“40. To do the business of manufacturers, buyers, sellers, traders, importers, exporters,

distributors, factors, stockiest, dealers of all kinds of High Security Number plates and to

act as consultants and agents for any Government or any other organization for all kinds

of High Security Registration Plates on Build, Own and Operate (BOO) basis an matters

related and or incidental thereto.”

211

Date of

shareholders’

resolution

Nature of Amendment

“41. To carry on the business of collection of Octroi, Escort Fees or other service charges

as an agent of, and/or, for the purpose, enter into arrangement with Central Government,

State Government, Semi-Government bodies, Private Parties or authorities, whether

Municipal, Local or otherwise or with any institution or Company in India or abroad and

to procure or maintain from such Government Authority, person, institution or Company,

rights of all sorts for assistance, privileges, charters, contracts, licences and concessions

which the Company may think it desirable and to carry out, exercise and comply

therewith.”

“42. To develop, operate, maintain & modernize Computerised Interstate Check Posts on

Design, Build, Operate and Transfer (“DBOT”) basis or otherwise.”

“43. To plan, design, construct, engineering & development, and/or Operations,

Maintenance & Management of 5 – Star Hotel Cum Convention Facility through Public

Private Partnership mode on Design, Build, Operate and Transfer (“DBOT”) basis or

otherwise.”

November 24,

2011

Amendment to reflect change in the name of Company from MEP Toll Road Private

Limited to MEP Infrastructure Developers Private Limited.

December 16,

2011

Cancellation of 10,250,000 Preference Shares and re-classification as 10,250,000 Equity

Shares.

December 16,

2011

Amendment to Clause V of the Memorandum of Association to reflect increase in

authorized share capital from ` 500,000,000 divided into 50,000,000 Equity Shares to `

1,000,000,000 divided into 100,000,000 Equity Shares.

March 23, 2013 Amendment to Clause V of the Memorandum of Association to reflect increase in

authorized share capital from 1,000,000,000 divided into 100,000,000 Equity Shares to `

1,050,000,000 divided into 105,000,000 Equity Shares.

August 16, 2013 Amendment to Clause V of the Memorandum of Association to reflect increase in

authorized share capital from ` 1,050,000,000 divided into 105,000,000 Equity Shares to

` 1,500,000,000 divided into 150,000,000 Equity Shares.

May 26, 2014 Amendment to Clause V of the Memorandum of Association to reflect increase in

authorized share capital from ` 1,500,000,000 divided into 150,000,000 Equity Shares to

` 2,000,000,000 divided into 200,000,000 Equity Shares.

August 19, 2014 Amendment to reflect change in the name of Company from MEP Infrastructure

Developers Private Limited to MEP Infrastructure Developers Limited pursuant to

conversion of our Company from private limited company to public limited company and

Clause V of the Memorandum of Association was amended to insert a sub-clause (b) as

mentioned below :

“The paid-up capital of the Company shall be minimum of `5,00,000/- (Rupees Five Lakhs

only)”

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Major events

The table below sets forth some of the key events in the history of our Group:

Calender Year Event

2002 We started collection of toll at the Mumbai Entry Points

2009 We started collection of toll for the Rajiv Gandhi Sea Link project

2010 We were awarded a toll collection contract in Rajasthan by RIDCOR for a period of five

years

2010 We obtained securitization of ` 21,000 million for the Mumbai Entry Points Project

2010 Our Company started toll collection pursuant to contracts with NHAI across multiple states

in India

2011 We acquired BTPL having a BOT project in Maharashtra for a consideration of ` 10.1

million

2011 - 2012 We crossed ` 10,000 million of toll and octroi collection revenue in a single financial year

(financial year 2011-2012) for the first time

2012 MEP – IEPL consortium received award of the OMT project from NHAI, being the

Hyderabad – Bangalore Project

2012 We were awarded our first project by NHAI in Rajasthan for toll collection at the Paduna

Toll Plaza

2012 We launched Electronic Toll Collection at the Rajiv Gandhi Sea Link

2013 We entered into a concession agreement with NHAI for the Chennai Bypass Project

2013 We entered into a concession agreement with NHAI for the Madurai – Kanyakumari

Project in Tamil Nadu

2013 We were awarded the Vidyasagar Setu Project by HRBC

2014 We were awarded the OMT project for maintenance of, and collection of toll at the toll

plaza at Bandra for, the Rajiv Gandhi Sea Link in Mumbai, Maharashtra by MSRDC

For details in relation to our equity and debt capital raised by us, see the sections “Capital Structure” and

“Financial Indebtedness” on pages 81 and 430 respectively.

Subsidiaries

Our Company has 16 Subsidiaries. For details regarding our Subsidiaries, see the section “Subsidiaries” on page

213.

Acquisition of Business

BTPL was acquired by RTPL pursuant to a share purchase agreement dated January 20, 2011 between RTPL,

BTPL, Pratibha Industries Limited and Kakade Infrastructure Private Limited. For details of the Subsidiaries,

see the section ‘Subsidiaries’ on page 213.

Holding Company

For details of the holding company, see the section “Promoters and Promoter Group” on page 240 of this Draft

Red Herring Prospectus.

Financial and Strategic Partners

Our Company does not have any financial or strategic partners.

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SUBSIDIARIES

Our Company has sixteen Subsidiaries. None of the Subsidiaries have made any public or rights issue in the last

three years nor they have become sick companies under the meaning of SICA or are under winding up.

Unless otherwise specified, all information in this section is as of the date of this Draft Red Herring Prospectus.

Subsidiaries of our Company:

1. Baramati Tollways Private Limited;

2. MEP Chennai Bypass Toll Road Private Limited;

3. MEP Hamirpur Bus Terminal Private Limited;

4. MEP Highway Solutions Private Limited;

5. MEP Hyderabad Bangalore Toll Road Private Limited;

6. MEP Infrastructure Private Limited;

7. MEP IRDP Solapur Toll Road Private Limited;

8. MEP Nagzari Toll Road Private Limited;

9. MEP RGSL Toll Bridge Private Limited;

10. MEP Tormato Private Limited.

11. MEP Una Bus Terminal Private Limited;

12. Raima Toll & Infrastructure Private Limited;

13. Raima Toll Road Private Limited;

14. Raima Ventures Private Limited;

15. Rideema Toll Bridge Private Limited;

16. Rideema Toll Private Limited;

Subsidiaries

1. Baramati Tollways Private Limited (“BTPL”)

Corporate Information

BTPL was incorporated under the Companies Act, 1956 on June 8, 2010, in Mumbai. BTPL is currently

involved in the business of maintenance of, and collection of toll for, the Ring Road and bridges in Baramati on

a BOT basis. For further details, see the section “Our Business” on page 145.

BTPL was acquired by RTPL pursuant to a share purchase agreement dated January 20, 2011 between RTPL,

BTPL, Pratibha Industries Limited and Kakade Infrastructure Private Limited for a consideration of ` 10.1

million.

The authorised share capital of BTPL is ` 300,000,000 divided into 30,000,000 equity shares of face value ` 10

each and the paid up capital is ` 300,000,000 divided into 30,000,000 equity shares of face value of ` 10 each.

The shareholding pattern of BTPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. Rideema Toll Private Limited 29,999,800 99.99

2. Pratibha Industries Limited 100 Negligible

3. Kakade Infrastructure Private Limited 100 Negligible

Total 30,000,000 100.00

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2. MEP Chennai Bypass Toll Road Private Limited (“MEP CB”)

Corporate Information

MEP CB was incorporated under the Companies Act, 1956 on January 1, 2013, in Mumbai. MEP CB is

currently involved in the business of operation and maintenance of, and collection of toll for the Chennai

Bypass section. For further details, see the section “Our Business” on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP CB is ` 40,000,000 divided into 4,000,000 equity shares of face value ` 10

each and the paid up capital is ` 40,000,000 divided into 4,000,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP CB is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 3,999,980 100.00

2. Jayant D. Mhaiskar 10 Negligible

3. Anuya J. Mhaiskar 10 Negligible

Total 4,000,000 100.00

3. MEP Hamirpur Bus Terminal Private Limited (“MEP Hamirpur”)

Corporate Information

MEP Hamirpur was incorporated under the Companies Act, 1956 on April 27, 2011, in Mumbai with the object

of carrying out the business of construction, building, operation, etc. as consultant, advisor, administrator,

contractor, sub-contractor / turnkey contractor. MEP Hamirpur is not undertaking any activities currently.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP Hamirpur is ` 9,900,000 divided into 990,000 equity shares of face value `

10 each and the paid up capital is ` 9,550,000 divided into 955,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP Hamirpur is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 954,800 99.98

2. Jayant D. Mhaiskar 100 0.01

3. Anuya J. Mhaiskar 100 0.01

Total 955,000 100.00

4. MEP Highway Solutions Private Limited (“MEP HS”)

Corporate Information

MEP HS was incorporated under the Companies Act, 1956 on November 12, 2012, in Mumbai. MEP HS is

involved in undertaking maintenance and construction activities for the projects awarded to our Company or

other Subsidiaries.

215

Capital Structure and Shareholding Pattern

The authorised share capital of MEP HS is ` 55,000,000 divided into 5,500,000 equity shares of face value ` 10

each and the paid up capital is ` 51,450,000 divided into 5,145,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP HS is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 5,144,800 99.99

2. Jayant D. Mhaiskar 100 Negligible

3. Anuya J. Mhaiskar 100 Negligible

Total 5,145,000 100.00

5. MEP Hyderabad Bangalore Toll Road Private Limited (“MEP HB”)

Corporate Information

MEP HB was incorporated under the Companies Act, 1956 on November 30, 2012, in Mumbai. MEP HB is

currently involved in the business of operation and maintenance of, and collection of toll at, the Hyderabad–

Bangalore section of the National Highway No. 7 in Andhra Pradesh. For further details, see the section “Our

Business” on page 145. Our Company has entered into a share purcase agreement dated November 29, 2013

with IEPL and MEP HB for the purchase of 4,790 equity shares of MEP HB from IEPL, subject to the consent

from NHAI.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP HB is ` 110,000,000 divided into 11,000,000 equity shares of face value `

10 each and the paid up capital is ` 100,000 divided into 10,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP HB is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 5,100 51.00

2. Ideal Energy Projects Limited 4,890 48.90

3. Jayant D. Mhaiskar 10 0.10

Total 10,000 100.00

6. MEP Infrastructure Private Limited (“MIPL”)

Corporate Information

MIPL was incorporated under the Companies Act, 1956 on January 25, 2010, in Mumbai. MIPL is currently

involved in the business of toll collection along with operation, repairs and maintainence activities of five

Mumbai Entry Points. For further details, see the section “Our Business” on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of MIPL is ` 1,120,000,000 divided into 112,000,000 equity shares of face value `

10 each and the paid up capital is ` 112,500,000 divided into 11,250,000 equity shares of face value of ` 10

each.

216

The shareholding pattern of MIPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 11,248,998 99.99

2. Ideal Toll & Infrastructure Private Limited 1,000 0.01

3. Dattatray P. Mhaiskar 1 Negligible

4. Jayant D. Mhaiskar 1 Negligible

Total 11,250,000 100.00

7. MEP IRDP Solapur Toll Road Private Limited (“MEP Solapur”)

Corporate Information

MEP Solapur was incorporated under the Companies Act, 1956 on November 12, 2012, in Mumbai. MEP

Solapur is currently involved in the business of collection of toll at four toll plazas located at Solapur – Hotgi

road, Solapur – Barshi Road, Solapur – Degaon Mangalweda road and Solapur – Akkalkot toll station at

Solapur. For further details, see the section “Our Business” on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP Solapur is ` 8,200,000 divided into 820,000 equity shares of face value `

10 each and the paid up capital is ` 8,200,000 divided into 820,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP Solapur is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 819,800 99.98

2. Jayant D. Mhaiskar 100 0.01

3. Anuya J. Mhaiskar 100 0.01

Total 820,000 100.00

8. MEP Nagzari Toll Road Private Limited (“MEP Nagzari”)

Corporate Information

MEP Nagzari was incorporated under the Companies Act, 1956 on November 9, 2012, in Mumbai. The main

object of MEP Nagzari is to carry on the business of collection of toll along with repairs, routine and preventive

maintenance in the infrastructure sector and enter into arrangement with Central Government, State

Government, semi-Government Bodies, private parties or authorities, whether municipal, local or otherwise.

MEP Nagzari is not undertaking any activities currently.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP Nagzari is ` 6,400,000 divided into 640,000 equity shares of face value `

10 each and the paid up capital is ` 6,400,000 divided into 640,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP Nagzari is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 639,800 99.969

2. Jayant D. Mhaiskar 100 0.016

3. Anuya J. Mhaiskar 100 0.016

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S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

Total 640,000 100.00

9. MEP RGSL Toll Bridge Private Limited (“MEP RGSL”)

Corporate Information

MEP RGSL was incorporated under the Companies Act, 1956 as ‘MEP Projects Private Limited’ on November

16, 2012, in Mumbai. The name was changed to ‘MEP RGSL Toll Bridge Private Limited’ on December 18,

2013. MEP RGSL is currently involved in the business of toll collection at the Rajiv Gandhi Sea Link at

Mumbai. For further details, see the section “Our Business” on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP RGSL is ` 70,000,000 divided into 7,000,000 equity shares of face value `

10 each and the paid up capital is ` 40,000,000 divided into 4,000,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP RGSL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 3,999,800 100.00

2. Jayant D. Mhaiskar 100 Negligible

3. Anuya J. Mhaiskar 100 Negligible

Total 4,000,000 100.00

10. MEP Tormato Private Limited (“MTPL”)

Corporate Information

MTPL was incorporated under the Companies Act, 2013 on September 4, 2014, in Mumbai. MTPL is involved

in the business of operating, maintaining and modernizing toll road projects.

Capital Structure and Shareholding Pattern

The authorised share capital of MTPL is ` 100,000 divided into 10,000 equity shares of face value ` 10 each

and the paid up capital is ` 100,000 divided into 10,000 equity shares of face value of ` 10 each.

The shareholding pattern of MTPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 9,999 99.99

2. Jayant D. Mhaiskar 1 0.01

Total 10,000 100.00

11. MEP Una Bus Terminal Private Limited (“MEP Una”)

Corporate Information

MEP Una was incorporated under the Companies Act, 1956 on November 17, 2011, in Mumbai with the object

of carrying out the business of construction, building, operation, etc. as consultant, advisor, administrator,

contractor, sub-contractor / turnkey contractor. MEP Una is not undertaking any activities currently.

218

Capital Structure and Shareholding Pattern

The authorised share capital of MEP Una is ` 6,500,000 divided into 650,000 equity shares of face value ` 10

each and the paid up capital is ` 6,500,000 divided into 650,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP Una is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 649,800 99.969

2. Jayant D. Mhaiskar 100 0.015

3. Anuya J. Mhaiskar 100 0.015

Total 650,000 100.00

12. Raima Toll & Infrastructure Private Limited (“RTIPL”)

Corporate Information

RTIPL was incorporated as Raima Manpower and Consultancy Services Private Limited under the Companies

Act, 1956 on January 12, 2011, in Mumbai. Its name was changed to ‘Raima Toll & Infrastructure Private

Limited’ on September 26, 2014. RTIPL is currently involved in the business of toll collection at Kini Taswade

toll plaza located at the Satara - Kolhapur section of the National Highway no. 4 in Maharashtra. For further

details, see the section “Our Business” on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of RTIPL is ` 70,000,000 divided into 7,000,000 equity shares of face value ` 10

each and the paid up capital is ` 70,000,000 divided into 7,000,000 equity shares of face value of ` 10 each.

The shareholding pattern of RTIPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 6,999,990 99.99

2. Jayant D. Mhaiskar 10 Negligible

Total 7,000,000 100.00

13. Raima Toll Road Private Limited (“RTRPL”)

Corporate Information

RTRPL was incorporated under the Companies Act, 1956 on November 12, 2012, in Mumbai. RTRPL is

currently involved in the business of operation and maintenance of, and collection of toll at, the Madurai-

Tirunelveli-Panagudi-Kanyakumari section of the National Highway No. 7 in Tamil Nadu. For further details,

see the section “Our Business” on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of RTRPL is ` 70,000,000 divided into 7,000,000 equity shares of face value ` 10

each and the paid up capital is ` 70,000,000 divided into 7,000,000 equity shares of face value of ` 10 each.

219

The shareholding pattern of RTRPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 6,999,980 99.99

2. Jayant D. Mhaiskar 10 Negligible

3. Anuya J. Mhaiskar 10 Negligible

Total 7,000,000 100.00

14. Raima Ventures Private Limited (“RVPL”)

Corporate Information

RVPL was incorporated under the Companies Act, 1956 on January 27, 2010, in Mumbai. RVPL is currently

involved in the business of toll collection activities at four toll plazas in the Phalodi – Pachpadra – Ramji Ki Gol

road corridor located at Kolu village, Kelan Kot village, Bhooka Bhagat Singh village and Naya Nagar village

in Rajasthan. For further details, see the section “Our Business” on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of RVPL is `115,200,000 divided into 11,520,000 equity shares of face value ` 10

each and the paid up capital is ` 115,000,000 divided into 11,500,000 equity shares of face value of ` 10 each.

The shareholding pattern of RVPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 11,498,850 99.99

2. Jayant D. Mhaiskar (Karta of Jayant D.

Mhaiskar HUF)

1,150 0.01

Total 11,500,000 100.00

15. Rideema Toll Bridge Private Limited (“RTBPL”)

Corporate Information

RTBPL was incorporated under the Companies Act, 1956 on November 1, 2012, in Mumbai. RTBPL is

currently involved in the business of toll collection at the eighteen lane toll plaza at Vidyasagar Setu, Kolkata.

For further details, see the section “Our Business” on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of RTBPL is ` 27,000,000 divided into 2,700,000 equity shares of face value ` 10

each and the paid up capital is ` 26,800,000 divided into 2,680,000 equity shares of face value of ` 10 each.

The shareholding pattern of RTBPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 2,679,800 99.99

2. Jayant D. Mhaiskar 100 Negligible

3. Anuya J. Mhaiskar 100 Negligible

Total 2,680,000 100.00

220

16. Rideema Toll Private Limited (“RTPL”)

Corporate Information

RTPL was incorporated under the Companies Act, 1956 on December 27, 2004, in Mumbai with the objective

of carrying out the business of toll collection. RTPL holds 99.99% of BTPL, our Subsidiary that undertakes the

Baramati Project.

Capital Structure and Shareholding Pattern

The authorised share capital of RTPL is ` 250,000,000 divided into 2,500,000 equity shares of face value ` 100

each and the paid up capital is ` 250,000,000 divided into 2,500,000 equity shares of face value of ` 100 each.

The shareholding pattern of RTPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total

equity holding (%)

1. MEP Infrastructure Developers Limited 2,488,500 99.54

2. Jayant D. Mhaiskar (Karta of Jayant D.

Mhaiskar HUF)

6,000 0.24

3. Anuya J. Mhaiskar 5,500 0.22

Total 2,500,000 100.00

There are no accumulated profits or losses of the Subsidiaries not accounted for by our Company.

Interest of the Subsidiaries in our Company

The Subsidiaries do not hold any Equity Shares in our Company. For details of the transactions between our

Company and the Subsidiaries, see the section “Related Party Transactions” on page 254.

The Subsidiaries do not have any business interest in our Company, except as disclosed in the sections “Our

Business” on page 145 and “Related Party Transactions” on page 254.

Common Pursuits

Certain Subsidiaries, namely, MIPL, RVPL, RTPL, BTPL, RTBPL, MEP Solapur, RTRPL, MEP HB, MEP

CB, MEP RGSL and RTIPL are engaged in activities similar to that of our Company. The abovementioned

Subsidiaries are special purpose vehicles incorporated to undertake various projects. Our Company will adopt

the necessary procedures and practices as permitted by law to address any conflict situation as and when they

arise.

221

MANAGEMENT

Board of Directors

As per the Articles of Association, our Company is required to have not less than three Directors and not more

than fifteen Directors. As on the date of this Draft Red Herring Prospectus, the Board comprises of eight

Directors.

The following table sets forth details regarding the Board of Directors as of the date of this Draft Red Herring

Prospectus:

Sr.

No.

Name, Father’s / Husband’s

Name, Designation, Address,

Occupation, Nationality, Term,

DIN and Date of Appointment

Age

(years)

Other Directorships/Partnerships/Trusteeships

1. Dattatray P. Mhaiskar

Father’s name: Pandurang R.

Mhaiskar

Designation: Chairman, Non–

Independent and Non–Executive

Director

Address: Manisha Safalya, M. G.

Road, Vishnu Nagar, Dombivali

(West), Thane 421 202

Occupation: Business

Nationality: Indian

Term: Liable to retire by rotation

DIN: 00309942

Date of Appointment: August 8,

2002

76 Other Directorships

1. Chitpavan Foundation;

2. Global Safety Vision Private Limited;

3. Ideal Energy Projects Limited;

4. Ideal Road Builders Private Limited;

5. Ideal Toll & Infrastructure Private Limited;

6. IEPL Power Trading Company Private Limited

7. IRB Infrastructure Developers Limited;

8. IRB Infrastructure Private Limited;

9. MEP Infrastructure Private Limited;

10. Mhaiskar Infrastructure Private Limited;

11. MMK Toll Road Private Limited;

12. NKT Road and Toll Private Limited;

13. Sagaon Energy Equipment Private Limited; and

14. Thane Ghodbunder Toll Road Private Limited.

Partnerships

Nil

Trusteeships

1. D.P. Mhaiskar Foundation

2. Jayant D. Mhaiskar

Father’s name: Dattatray P.

Mhaiskar

Designation: Vice Chairman and

Managing Director

Address: IRB Complex,

Chandivali Farm, Chandivali

Village, Andheri East, Mumbai

400 072

Occupation: Business

38 Other Directorships

1. Ideal Energy Projects Limited;

2. Ideal Hospitality Private Limited;

3. Ideal Infoware Private Limited;

4. Ideal Road Builders Private Limited;

5. Ideal Toll & Infrastructure Private Limited;

6. MEP Chennai Bypass Toll Road Private Limited;

7. MEP Highway Solutions Private Limited;

8. MEP Hyderabad Bangalore Toll Road Private

Limited;

9. MEP Infrastructure Private Limited;

10. MEP IRDP Solapur Toll Road Private Limited;

11. MEP Nagzari Toll Road Private Limited;

12. MEP RGSL Toll Bridge Private Limited;

222

Sr.

No.

Name, Father’s / Husband’s

Name, Designation, Address,

Occupation, Nationality, Term,

DIN and Date of Appointment

Age

(years)

Other Directorships/Partnerships/Trusteeships

Nationality: Indian

Term: Liable to retire by rotation;

appointed as the Vice Chairman

and Managing Director for a

period of five years with effect

from July 1, 2014

DIN: 00716351

Date of Appointment: August 8,

2002

13. MEP Tormato Private Limited;

14. Mhaiskar Infrastructure Private Limited;

15. Mhaiskar Landmarks Private Limited;

16. Raima Toll Road Private Limited;

17. Raima Ventures Private Limited;

18. Rideema Toll Bridge Private Limited; and

19. Rideema Toll Private Limited.

Partnerships

Nil

Trusteeships

1. D.P. Mhaiskar Foundation

3. Anuya J. Mhaiskar

Husband’s name: Jayant D.

Mhaiskar

Designation: Non–Independent

and Non–Executive Director

Address: IRB Complex,

Chandivali Farm, Chandivali

Village, Andheri East, Mumbai

400 072

Occupation: Business

Nationality: Indian

Term: Liable to retire by rotation

DIN: 00707650

Date of Appointment: August 19,

2006

36 Other Directorships

1. Baramati Tollways Private Limited;

2. Ideal Brands Private Limited;

3. Ideal Energy Projects Limited;

4. Ideal Hospitality Private Limited;

5. Ideal Toll & Infrastructure Private Limited;

6. Maask Entertainment Private Limited;

7. MEP Chennai Bypass Toll Road Private Limited;

8. MEP Highway Solutions Private Limited;

9. MEP Hyderabad Bangalore Toll Road Private

Limited;

10. MEP Infrastructure Private Limited;

11. MEP IRDP Solapur Toll Road Private Limited;

12. MEP Nagzari Toll Road Private Limited;

13. MEP RGSL Toll Bridge Private Limited;

14. Mhaiskar Landmarks Private Limited;

15. Raima Toll Road Private Limited;

16. Raima Ventures Private Limited;

17. Rideema Toll Bridge Private Limited; and

18. Rideema Toll Private Limited.

Partnerships

Nil

Trusteeships

1. D.P. Mhaiskar Foundation

4. Murzash Manekshana

Father’s name: Sohrab H.

Manekshana

Designation: Executive Director

42 Other Directorships

1. Altamount Capital Management Private Limited;

2. MEP Chennai Bypass Toll Road Private Limited;

3. MEP Highway Solutions Private Limited;

4. MEP Hyderabad Bangalore Toll Road Private

223

Sr.

No.

Name, Father’s / Husband’s

Name, Designation, Address,

Occupation, Nationality, Term,

DIN and Date of Appointment

Age

(years)

Other Directorships/Partnerships/Trusteeships

Address: 301, Odyssey II,

Hiranandani Gardens, Powai,

Mumbai 400 076

Occupation: Service

Nationality: Indian

Term: Liable to retire by rotation;

appointed as the Executive

Director for a period of five years

with effect from July 1, 2014

DIN: 00207311

Date of Appointment: November

2, 2012

Limited;

5. MEP Infracon Private Limited;

6. MEP RGSL Toll Bridge Private Limited;

7. MEP Roads & Bridges Private Limited;

8. MEP Toll Gates Private Limited;

9. MEP Tormato Private Limited;

10. Raima Infra Solutions Private Limited;

11. Raima Roads & Bridges Private Limited;

12. Raima Toll Road Private Limited;

13. Rideema Toll Bridge Private Limited; and

14. VCR Toll Services private Limited.

Partnerships

Nil

Trusteeships

Nil

5. Deepak Chitnis

Father’s name: Yeshwant

Balbhim Chitnis

Designation: Independent

Director

Address: 402, Jagannath, Subhash

Cross Road, M.V. Pandaloskar

Marg, Vile Parle (East), Mumbai

400 057

Occupation: Professional

Nationality: Indian

Term: Two years with effect from

September 9, 2014

DIN: 01077724

Date of Appointment: September

9, 2014

56 Other Directorships

1. Satguru Infocorp Services Private Limited; and

2. MEP Infrastructure Private Limited.

Partnerships

1. M/s. Deepak Y. Chitnis & Associates

Trusteeships

1. Shri Deo Sideshwar Shri Kedar Padmavati and

Shri Vitthal Rakhumai Trust

6. Khimji Pandav

Father’s name: Shamji Pandav

Designation: Independent

Director

61 Other Directorships

Nil

Partnerships

Nil

224

Sr.

No.

Name, Father’s / Husband’s

Name, Designation, Address,

Occupation, Nationality, Term,

DIN and Date of Appointment

Age

(years)

Other Directorships/Partnerships/Trusteeships

Address: House 7, Park View Co-

op Housing Society, Park Avenue,

Sector 17, Nerul Navi Mumbai

400 706

Occupation: Professional

Nationality: Indian

Term: Two years with effect from

September 9, 2014

DIN: 01070944

Date of Appointment: September

9, 2014

Trusteeships

Nil

7. Vijay Agarwal

Father’s name: Gopi Krishna

Agarwal

Designation: Independent

Director

Address: 301, S.S. Sadan, New

Jyoti Wing, Gulmohar Cross Road

No.6, JVPD Scheme, Mumbai 400

049

Occupation: Professional

Nationality: Indian

Term: Two years with effect from

September 9, 2014

DIN: 00058548

Date of Appointment: September

9, 2014

57 Other Directorships

1. Compuage Infocom Limited;

2. Gujarat Themis Biosyn Limited;

3. Pramerica Trustees Private Limited;

4. Sanskar India Foundation;

5. Sparc Samudaya Nirman Sahayak;

6. Themis Medicare Limited;

7. Tips Industries Limited; and

8. Triveni Sangam Estate Private Limited.

Partnerships

Agarwal Vijay & Associates

Trusteeships

Nil

8. Preeti Trivedi

Father’s name: Chandrakant

Ratilal Trivedi

Designation: Independent

Director

Address: 3-A, Nirmal Building,

Gulmohar Cross Road No. 5,

57 Other Directorships

1. Compuage Infocom Limited

Partnerships

Nil

Trusteeships

225

Sr.

No.

Name, Father’s / Husband’s

Name, Designation, Address,

Occupation, Nationality, Term,

DIN and Date of Appointment

Age

(years)

Other Directorships/Partnerships/Trusteeships

J.V.P.D. Scheme, Juhu, Mumbai

400 049

Occupation: Professional

Nationality: Indian

Term: Two years with effect from

September 9, 2014

DIN: 00179479

Date of Appointment: September

9, 2014

Nil

There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity,

pursuant to which any of the Directors was selected as a Director or member of the senior management.

Relationship between the Directors

S.No. Name of the Director Related to Nature of Relationship

1. Dattatray P. Mhaiskar Jayant D. Mhaiskar

Anuya J. Mhaiskar

Son

Daughter-in-law

2. Jayant D. Mhaiskar Anuya J. Mhaiskar

Dattatray P. Mhaiskar

Wife

Father

3. Anuya J. Mhaiskar Jayant D. Mhaiskar

Dattatray P. Mhaiskar

Husband

Father-in-law

Brief Biographies

Dattatray P. Mhaiskar is the Chairman and Non-Executive, Non-Independent Director of our Company. He is

one of the founding Directors and Promoter of our Company. He holds a Diploma in Civil Engineering from Sir

Cursow Wadia Institute of Electrical Technology, Pune. He has over 47 years of experience in Construction and

Infrastructure industry.

Jayant D. Mhaiskar is the Vice Chairman and Managing Director of our Company. He is one of the founding

Directors and Promoter of our Company. He has completed the first year of his Bachelor’s degree in Commerce

from K. V. Pindharkar college of Arts, Science & Commerce. He has 17 years of experience in the Tolling and

Infrastructure industry.

Anuya J. Mhaiskar a Non-Independent, Non-Executive Director of our Company. She was appointed as a

Director of our Company on August 19, 2006. She holds a Bachelor’s degree in Arts with major in Philosophy

from Ramnarain Ruia College, University of Mumbai. Anuya J. Mhaiskar has over 15 years of experience in the

field of administration.

Murzash Manekshana is an Executive Director of our Company. He was appointed as an Additional Director

of our Company on November 2, 2012 and was regularised on September 27, 2013. He holds a Bachelor’s

degree in commerce from University of Mumbai. He is a qualified Chartered Accountant. He has 21 years of

work experience, including key leadership roles across multiple industries. He is currently also a director of

226

Altamount Capital Management Private Limited. Prior to joining our Company, he was associated with Halcyon

Resources & Management Private Limited, Prudential Process Management Services (India) Private Limited,

Ernst & Young and Arthur Andersen & Associates. Murzash Manekshana has experiences in areas of finance &

risk management, investment banking, business fraud & investigation services.

Deepak Chitnis is an Independent Director of our Company. He was appointed as an Independent Director of

our Company on September 9, 2014. He hold a Bachelor’s degree in science and Master’s degree in Law from

Mumbai University. Deepak Chitnis has over 30 years of experience in the field of law.

Khimji Pandav is an Independent Director of our Company. He was appointed as an Independent Director of

our Company on September 9, 2014. He holds a Bachelor’s degree in Commerce from University of Mumbai

and is a Fellow Chartered Accountant. Prior to joining our Company, he has served as the Deputy General

Manager (Finance) at Maharashtra Electronic Corporation Limited, Director (Finance) at Rural Electrification

Corporation Limited and as a General Manager with Videocon Leasing and Finance Limited. He has also held

the position of Financial Adviser and Chief Accounts Officer at City & Industrial Development Corporation of

Maharashtra Limited and Secretary and Financial Adviser to the Maharashtra State Road Development

Corporation Limited.

Vijay Agarwal is an Independent Director of our Company. He was appointed as an Independent Director of

our Company on September 9, 2014. He holds a Bachelor’s degree in Commerce from Jodhpur University and

is a Fellow Chartered Accountant. Prior to joining our Company, he was a Partner in R.R. Gupta & Co.,

Chartered Accountants, Mumbai. He is currently a Partner in Agarwal Vijay & Associates, Chartered

Accountants in Mumbai. He has an experience of 30 years in cross-border acquisitions and transactions,

advising in foreign service collaboration arrangements, providing statutory, management and tax audit services

and providing tax advisory services.

Preeti Trivedi is an Independent Director of our Company. She was appointed as an Independent Director of

our Company on September 9, 2014. She holds a Bachelor’s degree in Commerce from Mumbai University.

She is a Fellow Chartered Accountant. She has an experience of approximately 30 years in management

consulting, corporate finance, corporate restructuring, mergers and amalgamation and advisory services.

Confirmations

None of the Directors is or was a director of any listed company during the last five years preceding the date of

the Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on the BSE or

the NSE, during the term of their directorship in such company.

None of the Directors is or was a director of any listed company which has been or was delisted from any stock

exchange during the term of their directorship in such company.

Terms of Appointment of Executive Directors

The remuneration of the Executive Directors of our Company is pursuant to the terms of appointment contained

below:

1. Jayant D. Mhaiskar

Pursuant to a shareholders resolution dated August 14, 2014, Jayant D. Mhaiskar was appointed as the Vice

Chairman and Managing Director of our Company with effect from July 1, 2014 for a period of five years. The

following are the terms of remuneration of Jayant D. Mhaiskar:

Particulars Remuneration(1)

Basic Salary ` 12 million p.a.

Commission Nil

Perquisites Nil

Others Provident fund, medical reimbursement, lease travel consession, bonus, gratuity and leave

227

Particulars Remuneration(1)

encashment in accordance with the rules of Company and subject to provision of respective

statutory enactment. (1) Jayant D. Mhaiskar is also entitled to an aggregate remuneration of ` 12 million p.a. from MIPL with effect from September 1,

2014.

2. Murzash Manekshana

Pursuant to a shareholders resolution dated August 14, 2014, Murzash Manekshana was appointed as the whole

time Director of our Company with effect from July 1, 2014 for a period of five years. The following are the

terms of remuneration of Murzash Manekshana:

Particulars Remuneration(1)

Basic Salary ` 12 milllion p.a.

Commission Nil

Perquisites Nil

Others Provident fund, medical reimbursement, lease travel consession, bonus, gratuity and leave

encashment in accordance with the rules of Company and subject to provision of respective

statutory enactment. (1) Murzash Manekshana is also entitled to a remuneration of ` 12 million p.a. from RTBPL with effect from July 1, 2014.

Payment or benefit to Directors of our Company

The sitting fees/other remuneration paid to the Directors in Fiscal 2014 are as follows:

1. Remuneration to Executive Directors:

The aggregate value of the remuneration paid by our Company to the Executive Directors in Fiscal 2014 is as

follows:

Name of Director Gross Salary (`)

Jayant D. Mhaiskar Nil

Murzash Manekshana 24,000,000

2. Remuneration to Non- Executive Directors:

The details of the sitting fees paid to the Non-Executive Directors in Fiscal 2014 are as follows:

Name of Director Sitting Fees Commission

Dattatray P. Mhaiskar Nil Nil Anuya J. Mhaiskar Nil Nil

Deepak Chitnis Nil Nil

Khimji Pandav Nil Nil

Vijay Agarwal Nil Nil

Preeti Trivedi Nil Nil

Other than as disclosed in the sections “Financial Statements” on page 256, none of the beneficiaries of loans,

advances and sundry debtors are related to the Directors of our Company. Further, except statutory benefits

upon termination of their employment in our Company or retirement, no officer of our Company, including the

Directors and the Key Management Personnel, are entitled to any benefits upon termination of employment.

Except Uttam Pawar, who has availed loan of ` 1.2 million from our Company on November 12, 2011, no

Directors or Key Management Personnel of our Company has availed any loan from our Company.

228

Except as disclosed below, no remuneration has been paid, or is payable, to the Directors of our Company by

the Subsidiaries or associate companies of our Company during Fiscal 2014.

Name of Director Name of Subsidiary Remuneration paid (in `)

Jayant D. Mhaiskar RVPL 24,000,000 Note: RTBPL has been paying a remuneration of ` 12 million p.a. to Murzash Mankeshana with effect from July 1, 2014. MIPL has been

paying a remuneration of ` 12 million p.a. to Anuya J. Mhaiskar with effect from July 1, 2014. Anuya J. Mhaiskar is entitled to an

aggregate remuneration of ` 3.6 million p.a. from MIPL with effect from September 1, 2014. RTBPL has paid an aggregate remuneration of

` 6.08 million to Jayant D. Mhaiskar for the three month period from April 1, 2014 to June 30, 2014. Jayant D. Mhaiskar is entitled to an

aggregate remuneration of ` 12 million p.a. from MIPL with effect from September 1, 2014.

Shareholding of Directors

The shareholding of the Directors in our Company as of the date of this Draft Red Herring Prospectus is set

forth below:

Name of Director Number of Equity Shares held

Dattatray P. Mhaiskar 25,222,180(1)

Jayant D. Mhaiskar 22,231,220(2)

Anuya J. Mhaiskar 947,300

Murzash Manekshana 2,973,143

Deepak Chitnis Nil

Khimji Pandav Nil

Vijay Agarwal Nil

Preeti Trivedi Nil (1) Includes 25,218,780 Equity Shares held jointly with Sudha D. Mhaiskar (2) Includes 11,227,920 Equity Shares held jointly with Anuya J. Mhaiskar

Shareholding of Directors in Subsidiaries and Associate Companies

The shareholding of the Directors in our Subsidiaries is set forth below:

1. Dattatray P. Mhaiskar

Name of the Subsidiary Number of Equity Shares Percentage Shareholding (%)

MIPL 1 0.00

2. Jayant D. Mhaiskar*

Name of the Subsidiary Number of Equity Shares Percentage Shareholding (%)

MIPL 1 0.00

RTBPL 100 0.00

MEP Nagzari 100 0.02

MEP Solapur 100 0.01

RTRPL 10 0.00

MEP HB 10 0.10

MEP CB 10 0.00

MEP HS 100 0.00

MEP Hamirpur 100 0.01

MEP Una 100 0.02

MEP RGSL 100 0.00

MEP Tormato 1 0.01

RTIPL 10 0.10 * Jayant D. Mhaiskar, in his capacity as the karta of Jayant D. Mhaiskar (HUF) holds 1,150 equity shares in RVPL and 6,000 equity shares

in RTPL amounting to 0.01% of RVPL’s shareholding and 0.24% of RTPL’s shareholding

229

3. Anuya J. Mhaiskar

Name of the Subsidiary Number of Equity Shares Percentage Shareholding (%)

RTPL 5,500 0.22

RTBPL 100 0.00

MEP Nagzari 100 0.02

MEP Solapur 100 0.01

RTRPL 10 0.00

MEP CB 10 0.00

MEP HS 100 0.00

MEP Hamirpur 100 0.01

MEP Una 100 0.02

MEP RGSL 100 0.00

Our Company does not have any associate companies.

Appointment of relatives of Directors to any office or place of profit

Relatives of Directors do not currently hold any office or place of profit in our Company.

Borrowing Powers of Board

In accordance with 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 purpose of

our Company. Provided however, where the money to be borrowed together with the money already borrowed

(apart from temporary loan obtained from our Company's bankers in the ordinary course of business) exceeds

the aggregate of the paid up capital of our Company and its free reserves (not being reserves set apart for any

specific purpose) the Board shall not borrow such moneys without the consent of our Company in a General

Meeting.

Corporate Governance

The corporate governance provisions of the Equity Listing Agreement to be entered into with the Stock

Exchanges will be applicable to us immediately upon the listing of the Equity Shares with the Stock Exchanges.

We believe we are in compliance with the requirements of the applicable regulations, including the Equity

Listing Agreement with the Stock Exchanges and the SEBI Regulations, in respect of corporate governance

including constitution of the Board and committees thereof. The corporate governance framework is based on

an effective independent Board, separation of the Board’s supervisory role from the executive management

team and constitution of the committees of the Board, as required under law. The Equity Listing Agreement has

been amended by SEBI circular dated April 17, 2014. Our Company is also in compliance with new corporate

governance requirements under Clause 49 of the Equity Listing Agreement in relation to the composition of the

Board, constitution of the Audit Committee, the Nomination and Remuneration Committee and the

Stakeholders’ Relationship Committee which will be effective from October 1, 2014.

Our Company’s Board of Directors has been constituted in compliance with the Companies Act and the Equity

Listing Agreement with the Stock Exchanges and in accordance with best practices in corporate governance.

The Board of Directors functions either as a full board or through various committees constituted to oversee

specific operational areas. The executive management provides the Board of Directors detailed reports on its

performance periodically.

Currently the Board has eight Directors, of which the Chairman of the Board is a Non-Executive Director. In

compliance with the requirements of Clause 49 of the Equity Listing Agreement, our Company has two

Executive Directors and six Non-Executive Directors, including four Independent Directors, on the Board.

Further, in compliance with the Equity Listing Agreement, we have a woman director on our Board.

230

As of date of this Draft Red Herring Prospectus, Deepak Chitnis serves as an Independent Director on the Board

of our Company as well as our Subsidiary, MIPL.

Committees of the Board

Audit Committee

The members of the Audit Committee are:

1. Khimji Pandav, Chairman;

2. Jayant D. Mhaiskar; and

3. Vijay Agarwal.

The Audit Committee was constituted by a meeting of the Board of Directors held on September 9, 2014. Our

Company Secretary is a secretary of the Audit Committee. The scope and function of the Audit Committee is in

accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement and

its terms of reference include the following:

1. Overseeing our Company’s financial reporting process and disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms

of statutory auditor and the fixation of audit fee;

3. Review and monitor the auditor’s independence and performance, and effectiveness of audit process

4. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

5. Reviewing, with the management, the annual financial statements and auditor’s report thereon before

submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in

the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act,

2013, as amended;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by

management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications in the draft audit report.

6. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before

submission to the Board for approval;

7. Reviewing, with the management, the statement of uses/ application of funds raised through an issue

(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than

those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency

monitoring the utilisation of proceeds of a public or rights issue, and making appropriate

231

recommendations to the Board to take up steps in this matter. This also includes monitoring the

use/application of the funds raised through the proposed initial public offer of our Company;

8. Approval or any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Establish a vigil mechanism for directors and employees to report their genuine concerns or grievances

13. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of

the internal control systems;

14. Reviewing the adequacy of internal audit function if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage

and frequency of internal audit;

15. Discussion with internal auditors on any significant findings and follow up there on;

16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting

the matter to the Board;

17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as

well as post-audit discussion to ascertain any area of concern;

18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non payment of declared dividends) and creditors;

19. Reviewing the functioning of the whistle blower mechanism;

20. Approval of appointment of chief financial officer or any other person heading the finance function or

discharging that function after assessing the qualifications, experience and background, etc. of the

candidate; and

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The powers of the Audit Committee shall include the power to:

1. To investigate any activity within its terms of reference;

2. To seek information from any employee;

3. To obtain outside legal or other professional advice; and

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the

management;

232

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor.

The Audit Committee is required to meet at least four times in a year under Clause 49 of the Equity Listing

Agreement.

Nomination and Remuneration Committee

The members of the Nomination and Remuneration Committee are:

1. Deepak Chitnis, Chairman;

2. Dattatray P. Mhaiskar;

3. Anuya J. Mhaiskar; and

4. Preeti Trivedi.

The Nomination and Remuneration Committee was constituted by a meeting of the Board of Directors held on

September 9, 2014 and re-constituted on September 18, 2014. The scope and function of the Nomination and

Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013. The terms of

reference of the Remuneration Committee include the following:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a director

and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial

Personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identify persons who qualify to become directors or who may be appointed in senior management in

accordance with the criteria laid down, recommend to the Board their appointment and removal and shall

carry out evaluation of every director’s performance. Our company shall disclose the remuneration

policy and the evaluation criteria in its Annual report;

5. Analysing, monitoring and reviewing various human resource and compensation matters;

6. Determining our Company’s policy on specific remuneration packages for Executive Directors including

pension rights and any compensation payment, and determining remuneration packages of such

directors;

7. Determine compensation levels payable to the senior management personnel and other staff (as deemed

necessary), which shall be market-related, usually consisting of a fixed and variable component;

8. Reviewing and approving compensation strategy from time to time in the context of the then current

Indian market in accordance with applicable laws,;

9. Framing suitable policies and systems to ensure that there is no violation, by an employee of any

applicable laws in India or overseas, including:

(i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

or

233

(ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade

Practices relating to the Securities Market) Regulations, 2003; and

10. Perform such other activities as may be delegated by the Board of Directors and/or are statutorily

prescribed under any law to be attended to by such committee.

Stakeholders’ Relationship Committee

The members of the Stakeholders’ Relationship Committee are:

1. Dattatray P. Mhaiskar, Chairman;

2. Jayant D. Mhaiskar; and

3. Murzash Manekshana.

The Shareholders/Investors Grievance Committee was constituted by the Board of Directors at their meeting

held on September 9, 2014. The scope and function of the Stakeholders’ Relationship Committee is in

accordance with Section 178 of the Companies Act, 2013. This Committee is responsible for the redressal of

shareholder grievances. The terms of reference of the Shareholders/Investors Grievance Committee of our

Company include the following:

1. Redressal of shareholders’/investors’ grievances;

2. Allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

3. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

4. Non-receipt of declared dividends, balance sheets of our Company or any other documents or

information to be sent by our Company to its shareholders; and

5. Carrying out any other function as prescribed under in the Equity Listing Agreement.

Corporate Social Responsibility Committee:

The members of the Corporate Social Responsibility Committee are:

1. Anuya J. Mhaiskar, Chairperson;

2. Murzash Manekshana; and

3. Deepak Chitnis.

The Corporate Social Responsibility Committee was constituted by our Board on September 9, 2014. The scope

and functions of the Corporate Social Responsibility Committee is in accordance with Section 135 of the

Companies Act, 2013. The terms and reference of the Corporate Social Responsibility Committee include the

following:

1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate

the activities to be undertaken by our Company as per the Companies Act, 2013.

2. Review and recommend the amount of expenditure to be incurred on activities to be undertaken by our

Company.

3. Monitor the Corporate Social Responsibility Policy of our Company and its implementation from time to

time; and

4. Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval

of the Board of Directors or as may be directed by the Board of Directors from time to time.

234

Risk Management Committee:

The members of the Risk Management Committee are:

1. Jayant D. Mhaiskar, Chairman;

2. Anuya J. Mhaiskar;

3. Murzash Manekshana;

4. M. Sankaranarayanan; and

5. Dinesh Padalkar.

The Risk Management Committee was constituted by our Board on September 18, 2014 and re-constituted on

September 22, 2014. The terms and reference of the Risk Management Committee include the following:

1. Formulate and recommend to the Board, a risk management policy which shall indicate the activities to

be undertaken by our Company for risk management under various statutory enactments;

2. Review and recommend the measures to be taken for the risk management;

3. To monitor the risk management policy of our Company from time to time; and

4. Any other matter as the Risk Management Committee may deem appropriate after approval of the

Board of Directors or as may be directed by the Board of Directors from time to time.

Interest of Directors

The Independent Directors may be interested to the extent of fees payable to them and/or the commission

payable to them for attending meetings of the Board of Directors or a committee thereof.

Dattatray P. Mhaiskar and Jayant D. Mhaiskar have an interest in the promotion of our Company. The Directors

may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by or

allotted to the companies, firms and trusts, in which they are interested as directors, members, partners, trustees

and promoters, pursuant to this Issue. All of the Directors may also be deemed to be interested to the extent of

any dividend payable to them and other distributions in respect of such Equity Shares, if any.

Our Company has made an advance payment of ` 275 million to our corporate Promoter ITIPL for purchase of

office premises adjacent to our Registered Office and Corporate Office. The conveyance of such premises has

not yet been completed. Our Directors, Jayant D. Mhaiskar and Dattatray P. Mhaiskar are directors of ITIPL.

Other than as stated above, the Directors have no interest in any property acquired or proposed to be acquired

by our Company within the preceding two years from the date of the Draft Red Herring Prospectus. Except as

disclosed in the section “Related Party Transactions” on page 254, our directors have no interest in any

transaction by our Company for acquisition of land, construction of building or supply of machinery.

Further, some of our Directors are also directors on the boards, or members of certain Promoter Group entities

and may be deemed to be interested to the extent of the payments made by our Company, if any, to these

Promoter Group entities. For the payments that are made by our Company to certain Promoter Group entities,

see the section “Related Party Transactions” on page 254.

Except as disclosed in the section “Related Party Transactions” on page 254, the Directors do not have any

other interest in the business of our Company.

235

Changes in Directors of our Company during the last three years

Name Date of Change Nature of Change Reason

Murzash Manekshana November 2, 2012 Appointment Appointment as

Additional Director

Sudha D. Mhaiskar September 3, 2013 Resignation Resignation

Deepak Chitnis September 9, 2014 Appointment Appointment as

Independent Director

Khimji Pandav September 9, 2014 Appointment Appointment as

Independent Director

Vijay Agarwal September 9, 2014 Appointment Appointment as

Independent Director

Preeti Trivedi September 9, 2014 Appointment Appointment as

Independent Director

23

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237

Key Management Personnel

The details of the key management personnel, other than the Executive Directors, as of the date of this Draft

Red Herring Prospectus, are as follows:

Uttam Pawar is the Chief Tolling Officer of the Group and oversees the entire tolling operations of the Group.

He joined our Company on April 7, 2010. He holds a Bachelor’s degree in Commerce from Shivaji University,

Kolhapur. He has over 24 years of experience in the Tolling business. Prior to joining our Company, he was

associated with Ideal Road Builders Private Limited. The gross compensation paid to him by our Company

during Fiscal 2014 was ` 1,827,168. His term of office expires on June 10, 2025.

Subodh Garud is the Chief Operating Officer of the Group and oversees the tolling operations of the Group.

He joined our Subsidiary, MEP HB on July 1, 2013. He holds a Bachelor’s degree in Commerce from

University of Mumbai. He has 18 years of experience in toll operations and automization of toll projects. Prior

to joining our Company, he was associated with A.J. Tolls Private Limited, Ideal Road Builders Private Limited

and Dhruv Consultancy. The gross compensation paid to him by MEP HB during Fiscal 2014 was ` 904,980.

His term of office expires on March 23, 2033.

Sameer Apte is the Chief Operating Officer - Corporate of the Group and supervises the financial aspects of the

tolling operations of the Group. He joined our Subsidiary, MIPL on January 1, 2011. He was associated with

our Company from April 2008 to March 2010. He holds a bachelor’s degree in commerce from University of

Mumbai. He has 14 years of experience in tolling operations. Prior to joining our Subsidiary, he was associated

with Ideal Toll & Infrastructre Private Limited and Ideal Road Builders Private Limited. The gross

compensation paid to him by MIPL during Fiscal 2014 was ` 881,040. His term of office expires on June 11,

2036.

Vilas Pradhan is the President - Human Resources of our Company. He joined our Company on April 1, 2008

and re-joined on January 1, 2012 after resigning in March 2010. He completed his senior school certification

from Maharashtra State Board. He has a total work experience of 47 years, with over 12 years of experience in

human resource development. Prior to joining our Company, he was associated with Ideal Road Builders

Private Limited, Ideal Toll & Infrastructre Private Limited and Rhone Poulenc (India) Private Limited. The

gross compensation paid to him by our Company during Fiscal 2014 was ` 949,584. His term of office expires

on March 5, 2015.

M. Sankaranarayan is the Chief Financial Officer of our Company. He joined our Company on May 13, 2013.

He is a qualified Chartered Accountant and Company Secretary and also holds a diploma in Information

Systems Audit from the ICAI. He is also a fellow member of the ICAI. He has over 15 years of experience in

the field of finance, accounting, audit and taxation. Prior to joining our Company, he was associated with SKS

Ispat and Power Limited, Hotel Leelaventure Limited and was a partner of M. Srinivasan & Associates,

Chartered Accountants, Chennai. The gross compensation paid to him by our Company during Fiscal 2014 was

` 3,420,427. His term of office expires on July 30, 2031.

Sainath Gurav is the Chief Information Officer of the Group and is involved in managing the information

technology portfolio. He joined our Company on January 1, 2012 and re-joined on August 1, 2014 after

resigning in April 2014. He holds a Bachelor’s degree in Commerce from Mumbai University, Master’s degree

in Business Administration from Institute for Technology and Management, and Advance Diploma in Network

Center Computing from NIIT. He has an experience of 13 years. Prior to joining our Company, he was

associated with RSM Astute Consulting Private Limited and Ideal Toll & Infrastructure Private Limited. The

gross compensation paid to him by our Company during Fiscal 2014 was ` 1,905,686. His term of office

expires on January 6, 2038.

Shridhar Phadke is the Company Secretary and designated Compliance Officer of our Company. He joined

our Company on September 20, 2007 and re-joined on August 3, 2011 after resigning in September 2008. He is

a qualified Company Secretary and a member of the Institute of Company Secretaries of India. He holds a

Bachelor’s degree in Commerce from the University of Mumbai and a Master’s degree in Commerce from

University of Pune and a Diploma in Financial Management from Prin L. N. Welingkar Institute of

238

Management Development and Research and personnel management from Welingkars Institute of Management

Development and Research. He has an experience of 14 years. Prior to joining our Company in 2007, he was

associated with J. H. Ranade & Associates and Kshitij Investment Advisory Company Limited. He was also

associated with Ideal Energy Projects Limited for a period of two years. The gross compensation paid to him by

our Company during Fiscal 2014 was ` 1,387,645. His term of office expires on March 8, 2034.

Dinesh Padalkar is the Assistant Vice President, Toll Audit of the Group. He also heads the traffic surveys and

analytic departments for the Group. He joined our Company on August 11, 2002. He holds a Bachelor’s degree

in Commerce from University of Mumbai. He has over 14 years of experience in audit. Prior to joining our

Company, he was associated with IRB Infrastructure Developers Limited, Yash Jewels and JAN Transport. The

gross compensation paid to him by our Company during Fiscal 2014 was ` 1,096,444. His term of office

expires on August 21, 2036.

Arvind Vinze is the Head of Business Development & Corporate Communications of the Group. He joined our

Company on January 1, 2012. He holds a Bachelor’s degree in Science from the University of Mumbai, a

master’s degree in journalism (communication) from Dr. Harisingh Gaur Vishvavidyalaya and and a Diploma

in Financial Management from the University of Mumbai. He has over 25 years of experience. Prior to joining

our Company, he was associated with Ideal Toll & Infrastructure Private Limited, Mumbai Metro One Private

Limited, Mumbai Doordarshan and Pradeep Metal Treatment Chemicals Private Limited. The gross

compensation paid to him by our Company during Fiscal 2014 was ` 1,545,095. His term of office expires on

July 30, 2022.

None of the Key Management Personnel are related to each other.

All the Key Management Personnel are permanent employees of our Company or our Subsidiaries.

Shareholding of Key Management Personnel

Except as stated below, as of the date of this Draft Red Herring Prospectus, none of the Key Management

Personnel hold any Equity Shares:

Name of Key Management Personnel Number of Equity Shares held

Subodh Garud 25,000

Uttam Pawar 25,000

Sameer Apte 25,000

Shridhar Phadke 20,000

M. Sankaranarayanan 18,000

Dinesh Padalkar 12,000

Arvind Vinze 10,000

Vilas Pradhan 10,000

Sainath Gurav 10,000

Bonus or profit sharing plan of the Key Management Personnel

The Key Management Personnel are entitled to bonuses in accordance with policies of our Company.

Interests of Key Management Personnel

The Key Management 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 reimbursement of

expenses incurred by them during the ordinary course of business. The Key Management Personnel may also be

regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by or allotted to the

companies, firms and trusts, in which they are interested as directors, members, partners, trustees and

promoters, pursuant to this Issue. All of the Key Management Personnel may also be deemed to be interested to

the extent of any dividend payable to them and other distributions in respect of such Equity Shares, if any.

239

None of the Key Management Personnel have been paid any consideration of any nature from the Group, other

than their remuneration and use of Company vehicles for official purposes.

Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others,

pursuant to which a Key Management Personnel was selected as member of senior management.

Changes in the Key Management Personnel

The changes in the Key Management Personnel in the last three years are as follows:

Name Designation Date of change Reason for

change

Arvind Vinze Head – Business Development

&Corporate Communications

January 1, 2012 Appointment

M.

Sankararanayanan

Chief Financial Officer May 13, 2013 Appointment

Sainath Gurav Chief Information Officer April 7, 2014 Resignation

Sainath Gurav Chief Information Officer August 1, 2014 Appointment

Payment or Benefit to officers of our Company

Our Key Management Personnel and our Directors are entitled to make use of Company vehicles for official

purposes, cellphones as well as reimbursement of cellphone bills. Other than as stated above no non-salary

amount or benefit has been paid or given within the two preceding years, nor is intended to be paid or given to

any of our Company’s employees including the Key Management Personnel and the Directors.

240

PROMOTERS AND PROMOTER GROUP

The Promoters of our Company are Dattatray P. Mhaiskar, Jayant D. Mhaiskar, and Ideal Toll & Infrastructure

Private Limited.

Individual Promoters

1. Dattatray P. Mhaiskar

Dattatray P. Mhaiskar, aged 76 years, is the Chairman of our Company.

For further details, see the section “Management” on page 221.

His driving license number is MH05/20090010441. His voter

identification number is not available.

2. Jayant D. Mhaiskar

Jayant D. Mhaiskar, aged 38 years, is the Vice Chairman and Managing

Director of our Company. For further details, see the section

“Management” on page 221.

His driving license number and voter identification number are

MH05/1195/C-16087 and HCF7520026, respectively.

Our Company confirms that the PAN, bank account number and passport number of Dattatray P. Mhaiskar and

Jayant D. Mhaiskar shall be submitted to the Stock Exchanges, at the time of filing the Draft Red Herring

Prospectus with them.

Corporate Promoters

Ideal Toll & Infrastructure Private Limited (“ITIPL”)

Corporate Information

ITIPL was incorporated on July 27, 1998 under the Companies Act, 1956 as ‘JVD Finlease Private Limited’.

The name was changed from ‘JVD Finlease Private Limited’ to ‘JVD Infrastructure Private Limited’ on July

25, 2006 and was further changed to ‘Ideal Toll & Infrastructure Company Private Limited’ on February 14,

2007. The name was further changed to Ideal Toll & Infrastructure Private Limited on July 10, 2008. The

registered office of ITIPL is situated at 408-409, boomerang, Chandivali Farm Road, Near Chandivali Studio,

Andheri (East), Mumbai 400 072. The principal business of ITIPL is to undertake construction of road

infrastructure and collection of toll.

Board of Directors

The board of directors of ITIPL comprises of:

1. Dattatray P. Mhaiskar;

2. Jayant D. Mhaiskar;

241

3. Sudha D. Mhaiskar; and

4. Anuya J. Mhaiskar

Promoters of ITIPL

The promoters of ITIPL are:

1. Jayant D. Mhaiskar; and

2. Sudha D. Mhaiskar.

Shareholding Pattern

The shareholding pattern of ITIPL, as of the date of this Draft Red Herring Prospectus, is as follows:

Sr.

No.

Name of shareholder No. of equity shares of `

100 each

Percentage of

shareholding (%)

1. Jayant Dattatray Mhaiskar (Karta of Jayant

D. Mhaiskar HUF)

5,137,650 37.88

2. Jayant D. Mhaiskar 4,983,690 36.74

3. Jayant D. Mhaiskar jointly with Anuya J.

Mhaiskar

2,909,915 21.45

4. Anuya J. Mhaiskar 533,000 3.93

5. Dattatray P. Mhaiskar jointly with Sudha D.

Mhaiskar

100 0.00

6. Anuya J. Mhaiskar jointly with Jayant D.

Mhaiskar

100 0.00

7. Sudha D. Mhaiskar 10 0.00

Changes in the management and control

There has been no change in the control or the management of ITIPL in the three years preceding the date of

this Draft Red Herring Prospectus.

The equity shares of ITIPL are not listed on any stock exchange in India or abroad.

Our Company confirms that the PAN, bank account number and company registration number of ITIPL and the

address of the Registrar of Companies where ITIPL is registered shall be submitted to the Stock Exchanges at

the time of filing the Draft Red Herring Prospectus.

Interests of Promoters and Common Pursuits

The Promoters are interested in our Company to the extent that they have promoted our Company and hold

Equity Shares in our Company and dividends declared thereon if any. For details on the shareholding of the

Promoters in our Company, see the section “Capital Structure” on page 81. The Promoters, who are also

Directors, may be deemed to be interested to the extent of their remuneration/fees and reimbursement of

expenses, payable to them. For further details, see the section “Management” on page 221.

Further, Dattatray P. Mhaiskar and Jayant D. Mhaiskar are also directors on the boards, or members of certain

Promoter Group entities and may be deemed to be interested to the extent of the payments made by our

Company, if any, to these Promoter Group entities. For the payments that are made by our Company to certain

Promoter Group entities, see the section “Related Party Transactions” on page 254.

Our Company has made an advance payment of ` 275 million to ITIPL for purchase of office premises adjacent

to our Registered Office and Corporate Office. The conveyance of such premises has not yet been completed.

Other than as stated above and other than as disclosed in the section “Related Party Transactions” on page 254,

242

our Company has not entered into any contract, agreements or arrangements during the preceding two years

from the date of this Draft Red Herring Prospectus in which the Promoters are directly or indirectly interested

and no payments have been made to the Promoters in respect of the contracts, agreements or arrangements

which are proposed to be made with the Promoters including the properties purchased by our Company other

than in the normal course of business. For the payments that are made by our Company to certain Promoter

Group entities, see the section “Related Party Transactions” on page 254.

Other than as stated above, the Promoters do not have any interest in any properties acquired by our Company

in the two years preceding the filing of the Draft Red Herring Prospectus, or proposed to be acquired or any

interest in any transactions for the acquisition of land, construction of building or supply of machinery.

Other than as disclosed in the section “Group Companies”, the Promoters do not have any interest in any

venture that is involved in any activities similar to those conducted by our Company. Our Company will adopt

the necessary procedures and practices as permitted by law to address any conflict situation as and when they

arise. Our Company has entered into non-compete agreements with: (i) our Promoter, ITIPL; (ii) JAN

Transport, D.S. Enterprises, Anuya Enterprises, which are part of our Promoter Group; and (iii) Rideema

Enterprises, A.J. Tolls Private Limited, MEP Toll Gates Privare Limited, VCR Toll Services Private Limited

which are our Group Companies, pursuant to which such entities will not be engaged in any business which

competes with the business activities of our Company, for a specified time.

Payment of benefits to the Promoters

Except as stated in the section “Related Party Transactions” on page 254, there has been no payment of benefits

to the Promoters or the Promoter Group during the two years preceding the filing of this Draft Red Herring

Prospectus.

Companies with which the Promoters have disassociated in the last three years

The Promoters have not disassociated from any company during the three years preceding the date of the Draft

Red Herring Prospectus.

Confirmations

The Promoters have not been declared wilful defaulter by the RBI or any other governmental authority and

there are no violations of securities laws committed by the Promoters in the past and no proceedings for

violation of securities laws are pending against them.

The Promoter, Promoter Group entities or Group Companies have not been prohibited from accessing or

operating in capital markets under any order or direction passed by SEBI or any other regulatory or

governmental authority.

There is no litigation or legal action pending or taken by any ministry, department of the Government or

statutory authority during the last five years preceding the date of the Issue against our Promoters, except as

disclosed under the section “Outstanding Litigation and Material Developments” on page 457.

Neither ITIPL nor any of our Group Companies has become sick company under the SICA and no application

has been made by any of them to registrar of companies, for striking off their names. Further, no winding-up

proceedings have been initiated against ITIPL.

Neither ITIPL nor any of our Group Companies has become defunct in five years preceding the date of this

Draft Red Herring Prospectus.

Change in control of our Company

There has not been any change in control of our Company in last five years.

243

Promoter Group

In addition to the Promoters named above, the following individuals and entities form a part of the Promoter

Group:

1. Natural persons who are part of the Promoter Group

The natural persons who are part of the Promoter Group (due to their relationship with our Promoters),

other than our Promoters, are as follows:

Name of the Promoter Name of the Relative Relationship with the Promoter

Dattatray P. Mhaiskar Sudha Mhaiskar Spouse

Kamal Patwardhan Sister

Priyamvada Phanse Sister

Neela Behere Sister

Ganesh Gadre Spouse’s brother

Vaijayanti Joshi Spouse’s sister

Parshuram Gadre Spouse’s brother

Jayant D. Mhaiskar Sudha Mhaiskar Mother

Anuya Mhaiskar Spouse

Raima Mhaiskar Daughter

Rideema Mhaiskar Daughter

Vidya Kshirsagar Spouse’s mother

Soniya Kshirsagar Spouse’s sister

2. Bodies corporate forming part of the Promoter Group

The bodies corporate forming part of our Promoter Group are as follows:

a. A J Enterprises;

b. A. J. Tolls Private Limited;

c. ANS Transformers & Reactors Private Limited;

d. Anuya Enterprises;

e. D S Enterprises;

f. Digvijay Infratech Private Limited;

g. Global Safety Vision Private Limited;

h. Ideal Brands Private Limited;

i. Ideal Energy Projects Limited;

j. Ideal Hospitality Private Limited;

k. Ideal Infoware Private Limited;

l. IEPL Power Trading Company Private Limited;

m. JAN Transport;

n. JRR Udyog;

o. MAASK Entertainment Private Limited;

p. MEP Infracon Private Limited;

q. MEP Roads & Bridges Private Limited;

r. MEP Toll Gates Private Limited;

s. Mhaiskar Landmarks Private Limited;

t. Raima Infra Solutions Private Limited;

u. Raima Roads & Bridges Private Limited;

v. Rideema Enterprises;

w. Sagaon Energy Equipment Private Limited;

x. Sudha Productions;

244

y. VCR Toll Services Private Limited; and

z. Virendra Builders.

3. Hindu Undivided Families forming part of the Promoter Group

The hindu undivided families forming part of our Promoter Group are as follows:

a. Jayant D. Mhaiskar (HUF).

4. Trusts forming part of the Promoter Group

a. D.P. Mhaiskar Foundation.

The Promoter Group of our Company does not include Virendra D. Mhaiskar; son of Dattatray P. Mhaiskar and

brother of Jayant D. Mhaiskar, our individual Promoters, or any entity in which Virendra D. Mhaiskar may have

an interest; since Virendra D. Mhaiskar has refused to provide any information pertaining to himself or such

entities.

245

GROUP COMPANIES

Unless otherwise specified, all information in this section is as of the date of this Draft Red Herring Prospectus.

Bodies corporate forming part of our Company are as follows:

1. A.J. Tolls Private Limited;

2. Global Safety Vision Private Limited;

3. Ideal Brands Private Limited;

4. Ideal Energy Projects Limited;

5. Ideal Hospitality Private Limited;

6. Ideal Infoware Private Limited;

7. IEPL Power Trading Company Private Limited;

8. MEP Infracon Private Limited;

9. MEP Roads & Bridges Private Limited;

10. MEP Toll Gates Private Limited;

11. Mhaiskar Landmarks Private Limited;

12. Raima Infra Solutions Private Limited;

13. Raima Roads & Bridges Private Limited;

14. VCR Toll Services Private Limited.

Partnership firms forming part of our Group Companies

Nil

Proprietorship firms forming part of our Group Companies

1. D.S. Enterprises;

2. JRR Udyog;

3. Rideema Enterprises; and

4. JAN Transport.

Trusts forming part of our Group Companies

1. D.P. Mhaiskar Foundation

HUFs forming part of our Group Companies

1. Jayant D. Mhaiskar (HUF).

Unless otherwise stated, none of the companies forming part of Group Companies is a sick company and none

of them are under winding up. Further, no equity shares of the Group Companies are listed on any stock

exchange and none of the Group Companies have made any public or rights issue of securities in preceding

three years.

Details of the top five Group Companies:

The top five Group Companies are as follows:

1. D S Enterprises

Corporate Information

D.S. Enterprises is engaged in the business of toll collection and road maintenance.

246

Interest of the Promoters

D.S. Enterprises is a proprietorship firm of Dattatray P. Mhaiskar.

Financial Performance

The brief audited financial results of D.S. Enterprises for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as

follows:

(in ` million)

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011

Capital (71.81) 206.88 (161.93)

Reserves (excluding revaluation reserves) and

surplus

- - -

Sales/turnover (income, including other income) 465.71 162.15 368.91

Profit after tax 51.85 72.01 107.95

2. Rideema Enterprises

Corporate Information

Rideema Enterprises is engaged in the business of collection of toll and road maintenance activities.

Interest of the Promoters

Rideema Enterprises is a proprietorship concern of Jayant D. Mhaiskar (HUF). Our Promoter Jayant D.

Mhaiskar is the Karta of Jayant P. Mhaiskar (HUF).

Financial Performance

The brief audited financial results of Rideema Enterprises for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are

as follows:

(in ` million)

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011

Capital (26.29) (27.88) 14.72

Reserves (excluding revaluation reserves) and

surplus

- - -

Sales/turnover (income, including other income) 218.50 223.07 150.38

Profit after tax 1.57 (36.61) (11.07)

3. Global Safety Vision Private Limited (“GSVPL”)

Corporate Information

GSVPL was incorporated under the Companies Act, 1956 on January 11, 2007 in Mumbai. GSVPL is engaged

in the business of manufacture of safety equipments.

Interest of the Promoters

Our Company’s Promoter, Dattatray P. Mhaiskar, holds 40,000 equity shares of ` 10 each, aggregating to

80.00% of the issued and paid-up share capital of GSVPL.

247

Financial Performance

The brief audited financial results of GSVPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011

Equity capital 0.20 0.20 0.20

Reserves (excluding revaluation reserves) and

surplus

107.08 73.39 43.43

Sales/turnover (income, including other income) 194.40 177.41 206.80

Profit after tax 33.58 30.00 40.95

Earning per share (face value ` 10 each) (Basic) 1,679.09 1,500.21 2,047.51

Earning per share (face value ` 10 each) (Diluted) 1,679.09 1,500.21 2,047.51

Net asset value per share 5,363.91 3,679.38 2,181.48

4. VCR Toll Services Private Limited (“VCR Toll”)

Corporate Information

VCR Toll was incorporated under the Companies Act, 1956 on January 29, 2003 in Mumbai. VCR Toll is

engaged in the business of development, operation and maintainence of infrastructure facilities and operating

the Vadgaon Chakan Road.

Interest of the Promoters

Our Company’s Promoter(s), ITIPL, Dattatray P. Mhaiskar and Jayant D. Mhaiskar, hold 8,666, 23,500 and 250

equity shares of ` 100 each, respectively, aggregating to 8.66%, 23.50% and 0.25%, respectively, of the issued

and paid-up share capital of VCR Toll. Jayant D. Mhaiskar, as the karta of Jayant D. Mhaiskar HUF holds

25,000 equity shares of VCR Toll, aggregating to 25% of the issued and paid-up share capital of VCR Toll.

Financial Performance

The brief audited financial results of VCR Toll for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011

Equity capital 10.00 10.00 10.00

Reserves (excluding revaluation reserves) and surplus 149.15 121.85 30.55

Sales/turnover (income, including other income) 152.24 168.97 151.99

Profit after tax 93.46 91.30 (9.62)

Earning per share (face value ` 100 each) (Basic) 934.56 912.95 (96.23)

Earning per share (face value ` 100 each) (Diluted) 934.56 912.95 (96.23)

Net asset value per share 1,591.45 1,318.49 403.90

5. A.J. Tolls Private Limited (“AJTPL”)

Corporate Information

AJTPL was incorporated under the Companies Act, 1956 on October 12, 1999 in Mumbai. AJTPL is engaged in

the business of collection of toll and road maintenance activities.

Interest of the Promoters

Our Company’s Promoter(s), ITIPL, holds 1,900,000 equity shares of ` 10 each, aggregating to 99.78% of the

issued and paid-up share capital of AJTPL.

248

Financial Performance

The brief audited financial results of AJTPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011

Equity capital 190.41 190.41 190.41

Reserves (excluding revaluation reserves) and surplus 26.27 26.22 74.33

Sales/turnover (income, including other income) 119.20 1,173.09 487.42

Profit after tax 0.05 (48.12) 33.51

Earning per share (face value ` 10 each) (Basic) 0.03 (25.27) 17.60

Earning per share (face value ` 10 each) (Diluted) 0.03 (25.27) 17.60

Net asset value per share 113.80 113.77 139.04

Group Companies with negative networth, under winding up or which have become a sick industrial

company

None of the entities forming part of the Group Companies is a sick company under the meaning of SICA and

none of them are under winding up. Further, except as stated below, none of the Group Companies has negative

net worth. The details of the Group Companies with negative net worth are as follows:

1. Ideal Hospitality Private Limited

Corporate Information

IHPL was incorporated under the Companies Act, 1956 on November 21, 2008 in Mumbai. IHPL is engaged in

the business of hospitality.

Interest of the Promoters

Our Company’s Promoter(s), ITIPL and Jayant D. Mhaiskar, holds 50,000 and 50,000 equity shares of ` 10

each, aggregating to 5.00% and 5.00% respectively, of the issued and paid-up share capital of IHPL.

Financial Performance

The brief audited financial results of IHPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011

Equity capital 0.10 0.10 0.10

Reserves (excluding revaluation reserves) and surplus (200.57) (148.71) (86.19)

Sales/turnover (income, including other income) 47.30 44.02 51.97

Profit after tax (51.86) (62.52) (54.85)

Earning per share (face value ` 10 each) (Basic) (5,186.16) (6,252.21) (5,484.67)

Earning per share (face value ` 10 each) (Diluted) (5,186.16) (6,252.21) (5,484.67)

Net asset value per share (20,046.99) (14,860.83) (8,608.62)

2. Ideal Brands Private Limited (“IBPL”)

Corporate Information

IBPL was incorporated under the Companies Act, 1956 on March 31, 2010 in Mumbai. IBPL is engaged in the

retail business.

249

Interest of the Promoters

Our Company’s Promoter, Jayant D. Mhaiskar holds 5,100 equity shares of ` 10 each, aggregating to 51.00% of

the issued and paid-up share capital of IBPL.

Financial Performance

The brief audited financial results of IBPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011

Equity capital 0.10 0.10 0.10

Reserves (excluding revaluation reserves) and surplus (0.18) (0.17) (0.15)

Sales/turnover (income, including other income) - - -

Profit/(Loss) after tax (0.02) (0.02) (0.15)

Earning per share (face value ` 10 each) (Basic) (1.79) (1.72) (14.81)

Earning per share (face value ` 10 each) (Diluted) (1.79) (1.72) (14.81)

Net asset value per share (8.30) (6.53) (4.81)

3. IEPL Power Trading Company Private Limited (“IEPLPTC”)

Corporate Information

IEPLPTC was incorporated under the Companies Act, 1956 on April 27, 2010 in Mumbai. IEPLPTC is engaged

in the business of transmission and distribution of power.

Interest of the Promoters

Our Company’s Promoters, ITIPL and Dattatray P. Mhaiskar, hold 5,049 and 4,950 equity shares of ` 10 each,

aggregating to 50.49% and 49.50 % respectively of the issued and paid-up share capital of IEPLPTC.

Financial Performance

The brief audited financial results of IEPLPTC for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011

Equity capital 0.10 0.10 0.10

Reserves (excluding revaluation reserves) and surplus (697.52) (322.34) (65.44)

Sales/turnover (income, including other income) - 0.24 -

Profit/(Loss) after tax (375.18) (256.90) (65.44)

Earning per share (face value ` 10 each) (Basic) (37,517.90) (25,690.05) (7,087.23)

Earning per share (face value ` 10 each) (Diluted) (37,517.90) (25,690.05) (7,087.23)

Net asset value per share (69,741.60) (32,223.69) (6,533.64)

4. Ideal Infoware Private Limited (“IIPL”)

Corporate Information

IIPL was incorporated under the Companies Act, 1956 on June 19, 2001 in Mumbai. IIPL is engaged in the

business of data entry and transaction processing services.

Interest of the Promoters

Our Company’s Promoter, Jayant D. Mhaiskar, holds 2,500 equity shares of ` 100 each, aggregating to 83.33%

250

of the issued and paid-up share capital of IIPL.

Financial Performance

The brief audited financial results of IIPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011

Equity capital 0.30 0.30 0.10

Reserves (excluding revaluation reserves) and surplus (13.21) 1.07 1.22

Sales/turnover (income, including other income) 0.76 0.71 1.05

Profit/(Loss) after tax (14.28) (0.15) 0.12

Earning per share (face value ` 100 each) (Basic) (4,758.33) (49.86) 123.58

Earning per share (face value ` 100 each) (Diluted) (4,758.33) (49.86) 123.58

Net asset value per share (4,301.67) 456.74 1,319.79

Details of other Group Companies

The details of the other Group Companies of our Company are as follows:

1. Ideal Energy Projects Limited (“IEPL”)

Corporate Information

IEPL was incorporated under the Companies Act, 1956 on April 3, 2008 in Mumbai. IEPL is engaged in the

business of setting up of thermal power projects.

Interest of the Promoters

Our Company’s Promoters, ITIPL, Dattatray P. Mhaiskar and Jayant D. Mhaiskar, hold 120,357,390,

292,707,100 and 159,089,130 equity shares of ` 10 each, respectively, aggregating to 19.92%, 48.46% and

26.34%, respectively, of the issued and paid-up share capital of IEPL.

2. MEP Toll Gates Private Limited (“MTGPL”)

Corporate Information

MTGPL was incorporated under the Companies Act, 1956 on November 12, 2012 in Mumbai. MTGPL is

engaged in the business of collection of toll and maintainence of roads and bridges.

Interest of the Promoters

Our Company’s Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%

of the issued and paid-up share capital of MTGPL.

3. MEP Infracon Private Limited (“MEP Infracon”)

Corporate Information

MEP Infracon was incorporated under the Companies Act, 2013 on July 21, 2014 in Mumbai. MEP Infracon is

engaged in the business of providing infrastructure and construction facilities of roads and highways.

Interest of the Promoters

Our Company’s Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%

of the issued and paid-up share capital of MEP Infracon.

251

4. MEP Roads & Bridges Private Limited (“MRBPL”)

Corporate Information

MRBPL was incorporated under the Companies Act, 2013 on July 23, 2014, in Mumbai. MRBPL is engaged in

the business of construction of roads and bridges along with maintainence and allied activities.

Interest of the Promoters

Our Company’s Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%

of the issued and paid-up share capital of MRBPL.

5. Raima Roads & Bridges Private Limited (“RRBPL”)

Corporate Information

RRBPL was incorporated under the Companies Act, 2013 on July 23, 2014, in Mumbai. RRBPL is engaged in

the business of construction of roads and bridges along with maintainence and allied activities.

Interest of the Promoters

Our Company’s Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%

of the issued and paid-up share capital of RRBPL.

6. Raima Infra Solutions Private Limited (“RISPL”)

Corporate Information

RISPL was incorporated under the Companies Act, 2013 on July 24, 2014, in Mumbai. RISPL is engaged in the

business of of providing infrasture development solutions for road and highway projects.

Interest of the Promoters

Our Company’s Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%

of the issued and paid-up share capital of RISPL.

7. Mhaiskar Landmarks Private Limited (“MLPL”)

Corporate Information

MLPL was incorporated under the Companies Act, 2013 on July 24, 2014, in Mumbai. MLPL is engaged in the

business of real estate and infrastructure development.

Interest of the Promoters

Our Company’s Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%

of the issued and paid-up share capital of MLPL.

8. JAN Transport

JAN Transport is a proprietorship firm of Jayant D. Mhaiskar. It is engaged in the business of collection of toll

and undertaking repair activities for roads.

252

9. D.P. Mhaiskar Foundation

D.P Mhaiskar Foundation is a trust registered under the Maharashtra Public Trust Act, 1950 on December 5,

2012 and is engaged in public chartitable activities. Our Promoters, Dattatray P. Mhaiskar and Jayant D.

Mhaiskar are the trustees of D.P. Mhaiskar Foundation.

10. JRR Udyog

Corporate Information

JRR Udyog is a proprietorship firm of Jayant D. Mhaiskar. It currently does not undertake any activities.

11. Jayant D. Mhaiskar (HUF)

Jayant D. Mhaiska is a hindu undivided family represented by Jayant D. Mhaiskar as the Karta. The PAN

number of the Jayant D. Mhaiskar (HUF) is AADHJ2810C.

Nature and Extent of Interest of Group Companies

(a) In the promotion of our Company

None of the Group Companies have any interest in the promotion of our Company.

(b) In the properties acquired or proposed to be acquired by our Company in the past two years before

filing the Draft Red Herring Prospectus with SEBI

None of the Group Companies is interested in the properties acquired by our Company in the two years

preceding the filing of the Draft Red Herring Prospectus, or proposed to be acquired.

(c) In transactions for acquisition of land, construction of building and supply of machinery

None of the Group Companies is interested in any transactions for the acquisition of land, construction of

building or supply of machinery.

Common Pursuits amongst the Group Companies with our Company

Except as disclosed in the section “Promoters and Promoter Group - Interests of Promoters and Common

Pursuits” on page 241, there are no common pursuits amongst any of the Group Companies and our Company.

Related Business Transactions within the Group Companies and Significance on the Financial

Performance of our Company

For details, see the section “Related Party Transactions” on page 254.

Sale/Purchase with Group Companies and Associate Companies

For details, see the section “Related Party Transactions” on page 254. Other than as discussed in the section

“Related Party Transactions” on page 254, there are no sales/purchases between our Company and the Group

Companies, wherein sales/purchase exceed in value aggregate of 10.00% of the totals sales or purchases of our

Company.

Our Company does not have any associate companies.

253

Business Interest of Group Companies and Associate Companies in our Company

One of our Group Companies, Ideal Energy Projects Limited, is a consortium member together with our

Company for the project being undertaken by MEP Hyderabad Bangalore Toll Road Private Limited.

Other than as stated above, none of the Group Companies have any business interest in our Company

Defunct Group Companies

None of the Group Companies remain defunct and no application has been made to the registrar of companies

for striking off the name of any of the Group Companies, during the five years preceding the date of this Draft

Red Herring Prospectus with SEBI. None of the Group Companies fall under the definition of sick companies

under SICA and none of them is under winding up.

Loss making Group Companies

The following table sets forth the details of our Group Companies which have incurred loss as per their last

available audited financial statements and the profit/(loss) made by them in during Fiscal 2013, Fiscal 2012 and

Fiscal 2011:

Name of entity Profit/(loss) (Amount in ` million)

Fiscal 2013 Fiscal 2012 Fiscal 2011

IEPL Power Trading

Company Private Limited

(375.18) (256.90) (65.44)

Ideal Hospitality Private

Limited

(51.86) (62.52) (54.85)

Ideal Infoware Private

Limited

(14.28) (0.15) 0.12

Ideal Energy Projects Limited (0.90) 0.15 (0.08)

Ideal Brands Private Limited (0.02) (0.02) (0.14)

MEP Toll Gates Private

Limited

(0.02) - -

JAN Transport (0.28) 0.44 2.06

254

RELATED PARTY TRANSACTIONS

For details of the related party transactions during the last five financial years, as per the requirement under

Accounting Standard 18 “Related Party Disclosures” issued by ICAI, see the sections “Financial Statements –

Restated Standalone Statement Of Related Party Transactions” and “Financial Statements – Restated

Consolidated Statement Of Related Party Transactions” on pages 308 and 390, respectively.

255

DIVIDEND POLICY

The declaration and payment of dividends, if any, will be recommended by our Board of Directors and

approved by the shareholders, in their discretion, subject to the provisions of the Articles of Association and the

Companies Act. The dividends, if any, will depend on a number of factors, including but not limited to the

earnings, capital requirements and overall financial position of our Company. Our Company has no formal

dividend policy. Our Company has not declared dividends during the last five Fiscals.

256

SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

The Board of Directors

MEP Infrastructure Developers Limited

(formerly, MEP Infrastructure Developers Private Limited)

A-412, Boomerang,

Chandivli Farm Road,

Near Chandivli Studio,

Mumbai – 400 072

Dear Sirs,

1. We have the examined the attached Restated Standalone Financial Information of MEP

Infrastructure Developers Limited (formerly, MEP Infrastructure Developers Private Limited) (‘the

Company’) as approved by the Board of Directors of the Company, prepared in terms of the requirements

of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (‘the Act’) and/or Section 26 of

the Companies Act, 2013 read with The Companies (Prospectus and Allotment of Securities) Rules,

2014, to the extent applicable, read with the general circular 15/2013 dated 13 September 2013 of the

Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013, the Securities and

Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended

from time to time (‘SEBI Regulations’), the Guidance note on “Reports in Company’s Prospectus

(Revised)” issued by the Institute of Chartered Accountants of India (‘ICAI’), to the extent applicable

(‘Guidance Note’) and in terms of our engagement agreed upon with you in accordance with our

engagement letter dated 30 July 2013 and our addendum to the engagement letter dated 20 August

2014 in connection with the proposed issue of equity shares of the Company.

This Restated Standalone Financial Information has been extracted by the Management from the

Company’s standalone financial statements, for the years ended 31 March 2014; 31 March 2013; 31

March 2012; 31 March 2011 and 31 March 2010. The audit of the Company’s s t a n d a l o n e financial

statements for the years ended 31 March 2012; 31 March 2011 and 31 March 2010 was conducted by

one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants and B S R and Co,

Chartered Accountants have placed reliance on the standalone financial statements audited by them and

the financial report included for these years are based solely on the reports submitted by them. 2. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act and/or

Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of

Securities) Rules, 2014, to the extent applicable, the SEBI Regulations; and the (Revised) Guidance

Note on Reports in Company Prospectus issued by the Institute of Chartered Accountants of India

(‘ICAI’), as amended from time to time; and in terms of our engagement agreed with you, we further

report that:

(a) The Restated Standalone Summary Statement of Assets and Liabilities of the Company as at

31 March 2014; 31 March 2013; 31 March 2012; 31 March 2011 and 31 March 2010 examined

by us, as set out in Annexure I to this report r ead wi th the s ign i f i can t account ing

p o l i c i e s in Annexure IVC, are after making adjustments and regroupings as in our

opinion were appropriate and more fully described in ‘Notes on adjustments for standalone

restated financial statements, as restated under Indian GAAP’ (Refer Annexure IV). For the

financial years ended 31 March 2012; 31 March 2011 and 31 March 2010 reliance has been

placed by B S R and Co, Chartered Accountants on the standalone financial statements audited

by, Parikh Joshi & Kothare, Chartered Accountants, one of the joint auditors. (b) The Restated Standalone Summary Statement of Profit and Loss of the Company, and the

Restated Standalone Summary Statement of Cash Flows of the Company for the years ended 31

March 2014; 31 March 2013; 31 March 2012; 31 March 2011 and 31 March 2010 examined

by us, as set out in Annexures II and III respectively to this report r ead wi th the s igni f icant

257

accounting policies in Annexure IVC, are after making adjustments and regroupings as in

our opinion were appropriate and more fully described in ‘Notes on adjustments for

Standalone restated financial statements, as restated under Indian GAAP’ (Refer Annexure IV).

For the financial years ended 31 March 2012; 31 March 2011 and 31 March 2010 reliance has

been placed by B S R and Co, Chartered Accountants on the standalone financial statements

audited by, Parikh Joshi & Kothare, Chartered Accountants, one of the joint auditors.

3. Based on the above and also as per the reliance placed on the standalone financial statements audited by

one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants, for the financial years ended

31 March 2012; 31 March 2011 and 31 March 2010, we are of the opinion that the Restated Standalone

Financial Information:

i. have been made after incorporating adjustments for the changes in accounting policies

retrospectively in respective financial period/years to reflect the same accounting treatment as

per the changed accounting policy for all the reporting period/years based on the policies

adopted by the Company as on 31 March 2014; ii. have been made after incorporating adjustments for the prior period and other material amounts

in the respective financial period/years to which they relate; and iii. do not contain any extra-ordinary items that need to be disclosed separately in the accounts

and do not contain any qualifications requiring adjustments.

Other remarks/comments in the Auditors’ report/annexure to the Auditors report’ on the financial

statements of the Company for the years ended 31 March 2014, 31 March 2013, 31 March 2012, 31

March 2011 and 31 March 2010 which do not require any corrective adjustment in the financial

information are mentioned in Clause 5 Non-adjusting items under Annexure IVB.

4. We have also examined the following Restated Standalone Financial Information of the Company set

out in the Annexures, proposed to be included in the offer documents, prepared by the management and

approved by the Board of Directors on 19 September 2014 for the years ended 31 March 2014; 31

March 2013; 31 March 2012; 31 March 2011 and 31 March 2010. In respect of the financial years

ended 31 March 2012; 31 March 2011and 31 March 2010, these information have been included based

upon the reports submitted by one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants,

and relied upon by us.

i. Restated Standalone Statement of Reserves and Surplus, enclosed as Annexure V

ii. Restated Standalone Statement of Non-Current Investments, enclosed as Annexure VI

iii. Restated Standalone Statement of Current Investments, enclosed as Annexure VII

iv. Restated Standalone Statement of Trade Receivables, enclosed as Annexure VIII

v. Restated Standalone Statement of Long-term Loans and Advances and Other Non-Current Assets,

enclosed as Annexure IX

vi. Restated Standalone Statement of Short-term Loans and Advances and Other Current Assets,

enclosed as Annexure X

vii. Restated Standalone Statement of Long-term borrowings, enclosed as Annexure XI

viii. Restated Standalone Statement of Long-term Provisions, enclosed as Annexure XII

ix. Restated Standalone Statement of Short-term Borrowings, Trade Payables, Other Current

Liabilities and Short-term Provisions, enclosed as Annexure XIII

x. Restated Standalone Statement of Income and Expenses, enclosed as Annexure XIV

xi. Restated Standalone Statement of Other Income, enclosed as Annexure XV

xii. Restated Standalone Statement Contingent Liabilities, enclosed as Annexure XVI

xiii. Restated Standalone Statement of Accounting Ratios, enclosed as Annexure XVII

xiv. Capitalisation Statement, enclosed as Annexure XVIII

xv. Restated Standalone Tax Shelter Statement, enclosed as Annexure XIX

xvi. Restated Standalone Statement of Related Party Transactions, enclosed as Annexure XX

xvii. Restated Standalone Statement of Dividend, enclosed as Annexure XXI

258

5. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit

reports issued by us or by other firm of Chartered Accountants, nor should this report be construed as an

opinion on any of the standalone financial statements referred to herein.

6. We have no responsibility to update our report for events and circumstances occurring after the date of

the report.

7. In our opinion, the above financial information contained in Annexures I to XXI accompanying this

report read along with the Significant Accounting Policies, Changes in Significant Accounting Policies

and Notes (Refer Annexure IVC) are prepared after making adjustments and regroupings as considered

appropriate and have been prepared in accordance with Paragraph B, Part II of Schedule II of the Act

and/or Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of

Securities) Rules, 2014, to the extent applicable,; SEBI Regulations and the Guidance Note issued in this

regard by the ICAI, as amended from time to time, and in terms of our engagement as agreed with you.

8. Our report is intended solely for use of the management for inclusion in the offer document in

connection with the proposed issue of equity shares of the Company. Our report should not be used,

referred to or distributed for any other purpose except with our prior consent in writing.

For B S R and Co

Chartered Accountants

Firm Registration No: 128510W

For Parikh Joshi & Kothare

Chartered Accountants

Firm Registration No:

107547W

Vijay Mathur

Partner

Membership No: 046476

Mumbai

19 September 2014

Yatin R. Vyavaharkar

Partner

Membership No: 033915

Mumbai

19 September 2014

259

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure I - Restated Standalone Summary Statement of Assets and Liabilities

(Rs. in millions)

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Equity & Liabilities

(1) Shareholder's funds

(a) Share capital 1,000.00 1,000.00 1,000.00 112.50 112.50

(b) Reserves and surplus 1,175.05 1,131.98 967.08 786.17 862.23

(2) Non-current liabilities

(a) Long-term borrowing 283.57 722.00 1,261.50 10.71 -

(b) Deferred tax liabilities - - - 0.78 -

(c) Long term provisions 9.67 10.37 7.97 5.52 2.14

(3) Current liabilities

(a) Short-term borrowing 1,063.79 132.95 2,021.13 440.41 1,131.67

(b) Trade payables 299.05 170.92 162.14 59.49 8.40

(c) Other current liabilities 928.49 1,029.78 3,852.92 7,684.66 180.65

(d) Short-term provisions 2.55 2.70 1.77 1.09 0.79

Total 4,762.17 4,200.70 9,274.51 9,101.33 2,298.38

Assets

(4) Non-current assets

(a) Fixed assets 148.77 115.78 96.30 40.26 17.00

(b) Non-current

investments

708.75 318.09 287.54 377.34 0.45

(c) Deferred tax assets

(net)

9.92 12.18 2.07 - 1.16

(d) Long-term loans and

advances

1,609.87 1,873.82 2,070.83 1,617.74 54.12

(e) Other non-current

assets

38.96 47.01 36.17 26.94 -

(5) Current assets

(a) Current investments - - - - 2.00

(b) Trade receivables 232.17 260.83 33.57 269.09 285.22

(c) Cash and bank balances 275.96 291.43 454.81 367.67 203.25

(d) Short-term loans and

advances

1,656.18 1,272.27 6,291.62 6,401.39 1,734.28

(e) Other current assets 81.59 9.29 1.60 0.90 0.90

Total 4,762.17 4,200.70 9,274.51 9,101.33 2,298.38

Note:

260

The above statement should be read with the notes to restated standalone summary Statements of Assets and

Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B and IV C.

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure II - Restated Standalone Summary Statement of Profit and Losses

(Rs. in millions)

Particulars For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

A Income

Revenue from operations

Toll and octroi collection 4,832.55 8,921.43 7,017.01 3,295.68 3,283.13

Other operating revenue 34.15 195.40 214.36 156.50 -

Other income 116.54 15.18 517.16 97.37 8.16

Total 4,983.24 9,132.01 7,748.53 3,549.55 3,291.29

B Expenses

Operating and maintenance expenses 4,315.93 7,984.67 6,429.91 3,136.63 3,126.64

Employee benefits 178.53 400.99 304.71 132.59 59.55

Depreciation 26.25 17.70 13.23 5.06 4.68

Finance costs 267.91 280.86 539.32 185.48 53.38

Other expenses 127.11 192.73 164.57 78.37 42.11

Total 4,915.73 8,876.95 7,451.74 3,538.13 3,286.36

Restated profit before tax 67.51 255.06 296.79 11.42 4.93

C Tax expense

Current tax 22.18 100.27 118.73 85.55 15.93

Deferred tax charge/(credit) 2.26 (10.11) (2.85) 1.93 0.24

Total tax expense 24.44 90.16 115.88 87.48 16.17

Restated profit / (loss) for the years

(A - B - C)

43.07 164.90 180.91 (76.06) (11.24)

Note:

The above statement should be read with the notes to restated standalone summary of Statements of Assets and

Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B and IV C.

261

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure III - Restated Standalone Summary Statement of Cash Flows

(Rs. in millions)

Particulars For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

A. Cash flows from operating activities

Profit before taxation (as restated) 67.51 255.06 296.79 11.42 4.93

Non cash adjustments to reconcile

profit before tax to net cash flows

Depreciation 26.25 17.70 13.23 5.06 4.68

Interest income (114.31) (13.25) (516.74) (96.69) (8.14)

Dividend income (0.02) - - (0.68) -

Loss on fixed assets written off 3.05 1.08 0.96 - -

Provision for wealth tax 0.28 0.03 0.12 0.10 0.11

Profit on sale of mutual fund - - (0.28) - -

Finance cost 267.91 280.86 539.32 185.48 53.38

Provisions no longer required written

back

(1.64) - - - -

Operating profit before working

capital changes (as restated)

249.03 541.48 333.40 104.69 54.96

Adjustments for movements in

working capital

(Increase)/ Decrease in loans and

advances

(267.90) 5,165.33 (382.24) (6,932.07) (907.73)

(Increase)/ Decrease in trade receivables 28.66 (227.26) 239.81 15.65 (230.83)

Increase/ (Decrease) in trade payables 128.68 (51.20) 212.64 794.53 (41.55)

Increase/ (Decrease) in provisions (1.47) 3.29 3.02 3.57 0.46

Increase/ (Decrease) in other current

liabilities

(13.30) (2,919.95) (2,739.99) 2,787.37 10.40

Cash flows from operations 123.70 2,511.69 (2,333.36) (3,226.26) (1,114.29)

Income taxes paid (net of refunds) (32.96) (98.18) (118.68) (130.45) (85.27)

Net cash generated from /(used in)

operating activities (A)

90.74 2,413.51 (2,452.04) (3,356.71) (1,199.56)

B. Cash flows from investing actvities

Purchase of tangible fixed assets (70.18) (39.39) (73.96) (28.31) (2.45)

Proceeds from sale of fixed assets 7.86 - 3.70 - -

Proceeds from sale of investments 30.00 - 1,500.28 2.00 132.82

Purchase of investments - - (1,500.00) - -

Purchase of fixed deposits (265.39) (150.30) (138.35) (506.83) (79.73)

Redemption / maturity of fixed deposits 296.77 93.14 198.25 437.31 60.00

Investment in subsidiaries and enterprises

over which significant influence is

exercised by key managerial personnel

(262.00) (30.54) - (376.88) (0.08)

Sale of investment in subsidiaries and

enterprises over which significant

influence is exercised by key managerial

personnel

- - 89.80 - -

Dividend received on mutual fund 0.02 - - 0.68 -

Interest received 41.91 9.06 510.57 96.69 7.52

262

Particulars For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Net cash (used in) / generated from

investing activities (B)

(221.01) (118.03) 590.29 (375.34) 118.08

C. Cash flows from financing activities

Proceeds from issue of shares - - 887.50 - -

Proceeds from borrowings 1,496.83 1,152.77 7,759.75 4,853.52 1,191.60

Repayment of borrowings (1,104.64) (3,382.29) (6,045.83) (851.61) -

Finance cost paid (254.17) (272.15) (588.77) (148.91) (40.32)

Net cash (used in)/generated from

financing activities ( C)

138.02 (2,501.67) 2,012.65 3,853.00 1,151.28

Net (decrease) / increase in cash and

cash equivalents ( A + B + C )

7.75 (206.19) 150.90 120.95 69.80

Cash and cash equivalents, beginning

of the year

180.26 386.45 235.55 114.60 44.80

Total Cash and cash equivalents, end

of the year

188.01 180.26 386.45 235.55 114.60

Notes:

1)

Components of cash and cash

equivalents

For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Cash on hand 124.78 119.93 257.21 136.58 103.78

Balance with banks

- Current accounts 61.05 60.33 129.24 98.97 10.82

-in bank accounts 2.18 - - - -

Total 188.01 180.26 386.45 235.55 114.60

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

3) The Cash Flow Statements has been prepared under the indirect method as set out in Accounting Standard -

3 ('AS-3') on cash flow statements prescribed in Companies (Accounting Standard) Rules, 2006

263

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Notes on adjustments for standalone restated financials statements, as restated under Indian GAAP

Annexure IV A - Notes on Material Adjustments

The summary of results of restatement made in the audited standalone financial statements for the respective

years and its impact on the profit/ (loss) of the Company is as follows

(Rs. in millions)

Particulars For the years ended

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

(A) Net profit as per audited financial

statements

24.49 40.59 209.55 5.66 3.23

Increase/ (decrease) in revenue due to

prior period depreciation on office

premises

- 0.14 (0.03) (0.02) (0.02)

Add /(less): provisions no longer

required written-back

(10.63) (22.63) 2.25 7.85 1.86

Add/(less): gratuity liability - - 6.18 (3.56) (0.46)

Add/(less): prior year expenses /income 9.88 (6.04) (3.84) 0.01 (0.01)

Add/(less):Sundry Balances write off 26.31 - (5.00) - -

(B) Total adjustments 25.56 (28.53) (0.44) 4.28 1.37

(C) Tax excess / (short) provisions (1.64) 145.18 (27.04) (84.55) (15.37)

(D) Deferred tax impact of adjustments (5.34) 7.66 (1.16) (1.45) (0.47)

Restated profit / (loss) for the

years(A+B+C+D)

43.07 164.90 180.91 (76.06) (11.24)

Note

The above statement should be read with the notes to restated standalone summary Statements of Assets and

Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV B & IV C.

264

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Notes on adjustments for standalone restated financials statements, as restated under Indian GAAP

Annexure IVB

1. Presentation and disclosure of financial statements

During the year ended 31 March 2012, the Revised Schedule VI notified under the Act, had become

applicable to the Company, for preparation and presentation of its financial statements. Accordingly,

the Company has prepared the financial statements for the year ended 31 March 2012 onwards in

accordance with Revised Schedule VI of the Act. The adoption of Revised Schedule VI of the Act does

not impact recognition and measurement principles followed for preparation of financial statements.

However, it has significant impact on presentation and disclosures made in the financial statements.

The Company has also reclassified the figures for the years ended 31 March 2011 and 2010 in

accordance with the requirements of Revised Schedule VI of the Act, to the extent possible.

2. Other adjustments

(a) Gratuity

Provisions related to gratuity has been provided for in the restated financial statements for the

financial years ended 31 March 2011 and 2010 as required under 'Accounting Standard 15' on

'Employee Benefits (Revised 2005)'. The provisions are based on the actuarial valuation

report provided by a registered actuary. The provisions were not made in the audited financial

statements for years ended 31 March 2011 and 2010 and accordingly, this adjustment has

been recorded in the restated financial statements of the respective years.

(b) Depreciation

In the audited financial statements for the years ended 31 March 2012, 2011 and 2010,

depreciation was not provided on the office premises. During the year ended 31 March 2013

the Company charged depreciation on the office premises with retrospective effect and this

adjustment has been recorded in the restated financial statements of the respective years.

(c) Provisions no longer required, written-back

During the year ended 31 March 2013 and 2014, the Company had written-back sundry

creditors, provision for compensated absences, wealth tax provision and salaries and wages

outstanding which were no longer required to be paid. The Company, on restatement, has

written back the sundry creditors and salaries and wages in the respective years in which they

were provided for.

(d) Loans and advances written off

During the year ended 31 March 2014, the Company had written off sundry balances of `

26.31 millions. The Company on restatement wrote off the sundry balances in the respective

financial years.

(e) Prior period expenses/income

During the years ended 31 March 2014, 31 March 2013 and 31 March 2010, the Company

had recognised expenses which pertained to the previous years. The Company, on

restatement, has recorded the expenses in the financial statements of the respective years.

(f) Income tax adjustments for earlier years

265

The Company was served a notice under Section 153 A of the Income Tax Act,1961 by the

Income tax department on 9 December 2011. The aforesaid dispute pertaining to earlier years

was settled by the Company with Settlement Commission on 9 July 2013. The Company, on

restatement, has recorded the tax expenses in the financial statements of the respective years.

(g) Bid and performance security, deposits written off

During the year ended 31 March 2014, the Company had written-off loans, bid and

performance security and deposits outstanding which were no longer required to be recovered.

The Company, on restatement, has written off the loans, bid and performance security and

deposits in the respective years in which the items were recorded.

3. Material regroupings

Appropriate adjustments have been made in the restated standalone summary Statements of Assets and

Liabilities, Profits and Losses and Cash flows, wherever required, by reclassification of the

corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the

regroupings as per the audited financials of the Company for the year ended 31 March 2014, prepared

in accordance with Revised Schedule VI, and the requirements of the Securities and Exchange Board

of India (Issue of Capital & Disclosure Requirements) Regulations, 2009 (as amended).

4. Restatement adjustments made in the audited opening balance figures in the net surplus in the

statement of profit and loss for the fiscal 2009

Particulars Rs. In million

(A) Net Surplus in statement of Profit and Loss as at 1 April 2009 as per

audited financial statements

891.53

Adjustments:

Sundry balances W/off (21.31)

Provisions no longer required written back 21.30

Gratuity (2.16)

Depreciation on premises (0.07)

(B) Total adjustments (2.24)

(C) Under-provision from income tax (16.58)

(D) Deferred tax impact on adjustments 0.76

Net surplus in the Statement of Profit and Loss as at 1 April 2009 (as restated) 873.47

5. Non - adjusting items

In addition to the audit opinion on the financial statements, the auditors are required to comment upon

the matters included in the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central

Government of India under sub section (4A) of Section 227 of the Act. Certain statements/comments

included in audit opinion on the financial statements and CARO, which do not require any adjustments

in the restated summary financial information are reproduced below in respect of the financial

statements presented:

(a) Financial year ended 31 March 2014

Clause (ix)(a) of the CARO

According to the information and explanations given to us and, on the basis of our

examination of the records of the Company, the Company is generally regular in depositing

with the appropriate authorities undisputed statutory dues including Provident fund,

Employee’s State Insurance, Income-tax, Wealth Tax, Sales-tax and other material statutory

dues though there have been slight delays in few cases in depositing Provident Fund,

Employees’ State Insurance, Income-tax and Sales-tax. However, there are major delays in

few cases in depositing Provident fund though the amounts involved are not material, and

266

there were major delays in few cases in depositing Service tax and Income-tax dues where the

amounts involved are material, and the said amounts have been subsequently deposited. As

explained to us, the Company did not have any dues on account of Investor Education and

Protection Fund. According to the information and explanations given to us, dues on account

of Excise duty, Customs duty and Cess are not applicable to the Company.

According to the information and explanations given to us, no undisputed amounts payable in

respect of Provident fund, Employee’s State Insurance, Income tax, Service tax and other

material statutory dues were in arrears as at 31 March 2014 for a period of more than six

months from the date they became payable, except in case of the following

Name of

the Statute

Nature of

Dues

Amount (Rs

in millions)

Period to which

the amount

relates

Due Date Date of

Payment

Sales Tax Value

Added Tax

0.15 January 2013 Within 21

days from end

of each month

28

September

2013

The Income

Tax Act,

1961

Tax

Collected at

Source

7.66 Assessment year

2014-15

Within 7 days

from the end

of the month

11 July

2014

According to the information and explanations given to us, there are no dues of Income-tax,

Sales-tax and Wealth Tax which have not been deposited with the appropriate authorities on

account of any dispute. According to the information and explanations given to us, dues on

account of Excise duty, Customs duty and Cess are not applicable to the Company. The

particulars of dues of Service Tax as at 31 March 2014 which has not been deposited are as

follows –

Clause (ix)(b) of the CARO

Name of the

Statute

Nature of the

Dues

Amount (Rs in

millions)

Period to

which the

amount

relates

Forum where

dispute is

pending

The Finance

Act, 1944

Service Tax 817.12 2007-08 to

2011-12

Customs,

Excise and

Service Tax

Appellate

Tribunal

(CESTAT

Clause (xi) of the CARO

According to the information and explanations given to us, the Company has not defaulted in

repayment of dues to its banks or to any financial institutions except for repayment of

principal dues ranging from Rs 1.91 million to Rs 375.00 million due to the banks which was

overdue for a period ranging from 1 day to 31 days. The amounts as mentioned above have

been repaid on various dates during the year as well as subsequent to the date of the Balance

Sheet.

(b) Financial year ended 31 March 2013

Clause (ix)(a) of the CARO

According to the information and explanations given to us and, on the basis of our

examination of the records of the Company, the Company is generally regular in depositing

with the appropriate authorities undisputed statutory dues including Provident fund,

Employee’s State Insurance, Income-tax, Wealth tax, Sales-tax and other material statutory

267

dues though there have been slight delays in few cases in depositing Provident Fund,

Employees’ State Insurance, Income-tax and Sales- tax dues. However, there are major delays

in few cases in depositing Service tax and Works Contract tax dues though the amounts

involved are not material, and the said amounts have been subsequently paid. As explained to

us, the Company did not have any dues on account of Investor Education and Protection

Fund. According to the information and explanations given to us, dues on account of Excise

duty, Customs duty and Cess are not applicable to the Company.

According to the information and explanations given to us, no undisputed amounts payable in

respect of Provident fund, Employee’s State Insurance, Service tax, Income-tax, Wealth tax,

Sales-tax and other material statutory dues were in arrears as at 31 March 2013 for a period of

more than six months from the date they became payable, except in case of the following:

Name of

the

Statute

Nature of

Dues

Amount

(Rs in

millions)

Period to

which the

amount

relates

Due Date Date of

Payment

Sales Tax Work

Contract

Tax

0.10 2012 -2013 Within 21

days from end

of each month

22 April 2013

The

Income

Tax Act,

1961

Interest on

delayed

payment of

TDS

1.60 Assessment

year 2012-13

Within 15

days from the

service of the

notice, viz

8 June 2012

23 September

2013 and 25

September

2013

Clause (xi) of the CARO

According to the information and explanations given to us, the Company has not defaulted in

repayment of dues to its bankers or to any financial institutions except for certain required

prepayments of loans due to a bank ranging from Rs 18.00 million to Rs 239.09 million. The

period of delay for the said loans ranges from 77 days to 494 days. Of the above said loans,

the Company has repaid Rs 56.52 million on various dates subsequent to the Balance Sheet

date, and for the balance has mutually agreed the repayment schedule.

(c) Financial year ended 31 March 2012

Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the Company

does not have a formal internal audit system.

Clause (ix)(a) of the CARO

According to the records of the Company, statutory dues like, investor education protection

fund, sales tax, service tax, customs duty, excise duty, cess and other statutory dues are not

applicable to the Company, the Company is generally regular in depositing with the

appropriate authorities income tax dues. Further, according to information and explainations

given to us, no undisputed amounts payable in respect of direct taxes is outstanding except for

below, as at the Balance Sheet date for a period of more than six months from the date they

became payable.

Name of the

Statute

Nature of

Dues

Amount

(Rs in

millions)

Period to

which the

amount

relates

Due

Date

Date of Payment

268

Name of the

Statute

Nature of

Dues

Amount

(Rs in

millions)

Period to

which the

amount

relates

Due

Date

Date of Payment

Wealth-Tax Act,

1957

Wealth tax 0.10 Assessment

year 2011-

12

6

months

from

the end

of the

financia

l year.

26 September

2013

(d) Financial year ended 31 March 2011

Clause (vii) of the CARO

In our opinion and according to the information and explainations given to us, the Company

does not have a formal internal audit system.

Clause (ix)(a) of the CARO

According to the records of the Company, statutory dues like, investor education protection

fund, sales tax, service tax, customs duty, excise duty, cess and other statutory dues are not

applicable to the Company, the Company is generally regular in depositing with the

appropriate authorities income tax dues. Further, according to information and explainations

given to us, no undisputed amounts payable in respect of direct taxes is outstanding except for

below, as at the Balance Sheet date for a period of more than six months from the date they

became payable.

Name of the Statute Nature of

Dues

Amount

(Rs in

millions)

Period to

which the

amount

relates

Due

Date

Date of

Payment

Wealth-Tax Act, 1957 Wealth tax 0.04 Assessment

year 2008-

09

6 months

from the

end of

the

financial

year.

28 April 2011

Wealth-Tax Act, 1957 Wealth tax 0.17 Assessment

year 2009-

10

6 months

from the

end of

the

financial

year.

28 April 2011

Wealth-Tax Act, 1957 Wealth tax 0.11 Assessment

year 2010-

11

6 months

from the

end of

the

financial

year.

28 April 2011

(e) Financial year ended 31 March 2010

Clause (vii) of the CARO

269

In our opinion and according to the information and explainations given to us, the Company

does not have a formal internal audit system.

Clause (ix)(a) of the CARO

According to the records of the Company, statutory dues like, investor education protection

fund, sales tax, service tax, customs duty, excise duty, cess and other statutory dues are not

applicable to the Company, the Company is generally regular in depositing with the

appropriate authorities income tax dues. Further, according to information and explainations

given to us, no undisputed amounts payable in respect of direct taxes is outstanding except for

below, as at the Balance Sheet date for a period of more that six months from the date they

became payable.

Name of the Statute Nature of

Dues

Amount

(Rs in

millions)

Period to

which the

amount

relates

Due

Date

Date of

Payment

Wealth-Tax Act, 1957 Wealth tax 0.04 Assessment

year 2008-

09

6 months

from the

end of

the

financial

year.

28 April 2011

Wealth-Tax Act, 1957 Wealth tax 0.17 Assessment

year 2009-

10

6 months

from the

end of

the

financial

year.

28 April 2011

270

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Notes on adjustments for standalone restated financials statements, as restated under Indian GAAP

Annexure IVC : Notes to restated standalone summary Statements of Assets and Liabilities, Profits and

Losses and Cash Flows for the years ended 31 March 2014, 2013, 2012, 2011 and 2010:

1. Company overview

MEP Infrastructure Developers Limited ('MEPIDL' or ‘the Company’) was incorporated on 8 August

2002 under the name MEP Toll Road Private Limited under Companies Act, 1956 ('the Act'). The

Company is into the business of collection of toll as per the contract entered with the various

authorities and also in the providing road, repair and maintenance service to its subsidiary.

The Company has undertaken following contracts for toll collection during the year 2013-14

i) Rajasthan State Road Development & Construction Corporation Limited, "RSRDC" at

Gazipur Phulwada.

ii) Maharashtra State Road Development Corporation Limited, "MSRDC" at:

(a) Rajiv Gandhi Sea Link ( for Bandra Worli Sea Link Project) along with

maintenance.

(b) Katai – Gove

iii) Road Infrastructure Development Company of Rajasthan Limited, "RIDCOR" at:

(a) Alwar – Bhiwadi

(b) Lalsot – Kota

National Highways Authority of India, "NHAI" at:

Toll Name

Amakatadu Marur Kelapur

Athur Khemana

Bankapur Marur

Baretha Nathavalasa

Beliyad Palsit

Brijghat Panikoli

Chamari Parinur

Cheena Samudram Parsoni

Chirle – Karanjade Pippalwada

Choundha Purwameer

Dankuni Srirampur

Dasna Tundla

Dastan Visakhapatnam Port

Gurau (Semra-Atikabad)

The Company is a subsidiary of Ideal Toll & Infrastructure Private Limited ('the Holding

Company'), a company incorporated in India.

At the extra–ordinary general meeting of the shareholders held on 28 November, 2011, the

shareholders approved the change of name of the Company from MEP Toll Road Private

271

Limited to MEP Infrastructure Developers Private Limited. Further at the extra-ordinary

general meeting of the shareholders held on 19 August 2014, the shareholders approved the

conversion of the Company from Private limited Company to a Public limited Company, and

approved the change in the name of the Company from MEP Infrastructure Developers

Private Limited to MEP Infrastructure Developers Limited.

2. Basis of preparation

The restated standalone summary Statement of Assets and Liabilities of the Company as at 31 March

2014, 31 March 2013, 2012, 2011, and 2010 and the related restated standalone summary Statement of

Profits and Losses and Cash Flows for the years ended 31 March 2014, 2013, 2012, 2011, and 2010

[herein collectively referred to as (‘Restated standalone summary statements’)] have been compiled by

the management from the audited financial statements for the years ended 31 March 2014, 2013, 2012,

2011, and 2010.

The financial statements are prepared under the historical cost convention, on the accrual basis of

accounting in accordance with the accounting principles generally accepted in India (‘Indian GAAP’)

and comply with the Companies (Accounting Standards) Rules, 2006 issued by the Central

Government and the relevant provisions of the Act to the extent applicable.

These restated standalone summary statements have been prepared to comply in all material respects

with the requirements of Schedule II to the Act and the Securities and Exchange Board of India (Issue

of Capital and Disclosure Requirements) Regulations, 2009, as amended (‘the Regulations’).

The financials are presented in Indian rupees, rounded off to nearest millions, with two decimals

except earnings per share data and where mentioned otherwise.

The accounting policies have been consistently applied by the Company and are consistent with those

used in the previous years.

3. Statement of significant accounting policies

3.1 Current/non-current classification

The Revised Schedule VI to the Act requires assets and liabilities to be classified as either Current or

Non-current.

An asset is classified as current when it satisfies any of the following criteria:

(a) it is expected to be realised in, or is intended for sale or consumption in, the entity’s normal

operating cycle;

(b) it is expected to be realised within twelve months after the Balance Sheet date; or

(d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a

liability for atleast twelve months after the Balance Sheet date.

All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

(a) it is expected to be settled in, the entity’s normal operating cycle;

(b) it is due to be settled within twelve months after the Balance Sheet date; or

(c) the Company does not have an unconditional right to defer settlement of the liability for

atleast twelve months after the Balance Sheet date.

272

All other liabilities are classified as non-current.

All assets and liabilities have been classified as current or non-current as per the Company’s normal

operating cycle and other criteria set out above which are in accordance with the Revised Schedule VI

to the Act.

Based on the nature of services and the time between the acquisition of assets for processing and their

realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months

for the purpose of current, non-current classification of assets and liabilities.

3.2 Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and the

disclosure of contingent liabilities on the date of the financial statements and the reported amounts of

revenues and expenses during the reported period. Management believes that the estimates made in the

preparation of the financial statements are prudent and reasonable. Actual results could differ from

those estimates. Any revision to accounting estimates is recognised prospectively in current and future

periods.

3.3 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the

Company and the revenue can be reliably measured.

Toll collection

Revenue from toll collection is recognised on actual collection of revenue and in case of contractual

terms with certain customers the same is recognised on an accrual basis.

Road repair and maintenance- other operating income

Revenue from road repair and maintenance work is recognised upon completion of services as per

contractual terms.

Interest and dividend income

Interest income is recognised on a time proportion basis taking into account the amount outstanding

and the rate applicable. Dividends are recorded as and when the same is received.

3.4 Fixed assets

Tangible fixed assets

Tangible assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost

comprises of purchase price and any attributable cost such as duties, freight, borrowing costs, erection

and commissioning expenses incurred in bringing the asset to its working condition for its intended

use.

Expenditure incurred on acquisition / construction of fixed assets which are not ready for their

intended use as at the Balance Sheet date are disclosed under capital work -in -progress.

3.5 Depreciation

Depreciation is provided pro-rata to the period of use on the written down value method, at rates

prescribed in Schedule XIV of the Act. Depreciation on addition/deletion of fixed assets during the

year is provided on pro-rata basis from / to the date of addition/deletion. Fixed assets costing up to Rs

5,000 individually are fully depreciated in the year of purchase.

273

3.6 Impairment

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of

impairment based on internal/external factors. An impairment loss is recognised wherever the carrying

amount of an asset exceeds its recoverable amount. Recoverable amount is the greater of assets value

in use and net selling price. After impairment if any, depreciation is provided on the revised carrying

amount of the asset over its remaining useful life. Previously recognised impairment loss is increased

or reversed on changes due to internal /external factors.

3.7 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that

necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as

part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

Borrowing costs consists of interest and other cost that an entity incurs in connection with the

borrowing of funds.

3.8 Investments

Long term investments are valued at cost, less provision for other than temporary diminution in value,

if any. Current investments are valued at the lower of cost and fair value.

3.9 Employee benefits

i) Short term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are

classified as short-term employee benefits. Benefits such as salaries, wages, etc. and the

expected cost of ex-gratia are recognized in the period in which the employee renders the

related service.

ii) Post employment benefits

Defined contribution plans

The Company's contribution to defined contribution plans such as Provident Fund, Employee

State Insurance and Maharashtra Labour Welfare Fund are recognised in the Statement of

Profit and Loss on an accrual basis.

Defined benefit plans

Gratuity

The Company’s gratuity benefit scheme is a defined benefit plan. The Company’s net

obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of

future benefit that employees have earned in return for their service in the current and prior

periods; that benefit is discounted to determine its present value, and the fair value of any plan

assets is deducted.

The present value of the obligation under such defined benefit plan is determined based on

actuarial valuation using the projected unit credit method, which recognizes each period of

service as giving rise to additional unit of employee benefit entitlement and measures each

unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The

discount rates used for determining the present value of the obligation under defined benefit

plan, are based on the market yields on Government securities as at the Balance Sheet date.

When the calculation results in a benefit to the Company, the recognized asset is limited to the

274

net total of any unrecognized actuarial losses and past service costs and the present value of

any future refunds from the plan or reductions in future contributions to the plan. Actuarial

gains and losses are recognized immediately in the Statement of Profit and Loss.

Other long-term employee benefits

The Company's net obligation is respect of other long-term employment benefits, other than

gratuity, is the amount of future benefits that the employees have earned in return for their

service in the current and prior periods. The obligation is calculated using the projected unit

credit method and is discounted to its present value and the fair value of any related assets is

deducted.

3.10 Operating leases

Assets acquired under leases other than finance leases are classified as operating leases. The total lease

rentals (including scheduled rental increases) in respect of an asset taken on operating lease are

charged to the Statement of Profit and Loss on a straight line basis over the lease term unless another

systematic basis is more representative of the time pattern of the benefit.

3.11 Taxation

Income tax and deferred tax

Income tax expense comprises current income tax (i.e. amount of tax for the period determined in

accordance with the income tax law) and deferred tax charge or credit (reflecting the tax effects of

timing differences between accounting income and taxable income for the year) and reversal of timing

differences of earlier years. The deferred tax charge or credit and the corresponding deferred tax

liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted

by the Balance Sheet date. Deferred tax assets are recognized only to the extent there is reasonable

certainty that the assets can be realized in future; however; where there is unabsorbed depreciation or

carried forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual

certainty of realization of such assets. Deferred tax assets are reviewed at each Balance Sheet date and

written down or written up to reflect the amount that is reasonably/virtually certain (as the case may

be) to be realised.

Minimum alternate tax (MAT)

Minimum alternate tax (MAT) credit is recognised as an asset only when, and only to the extent there

is convincing evidence that the Company will pay normal income tax during the specified period for

which the MAT credit can be carried forward or set off against the normal tax liability. MAT credit

entitlement is reviewed at each Balance Sheet date and written down to the extent there is no

convincing evidence to the effect that the Company will pay normal income tax during the specified

period.

3.12 Earning per share (EPS)

Basic earning per share is calculated by dividing the net profit/loss for the year attributable to the

equity share holders by the weighted average number of equity shares outstanding during the period.

Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent

shares outstanding during the period except where the result would be anti dilutive

3.13 Provisions and contingencies

The Company recognises a provision when there is present obligation as a result of a past (or

obligating) event that probably requires an outflow of resources and reliable estimate can be made of

the amount of the obligation. A disclosure for the contingent liability is made when there is a possible

obligation or a present obligation that may, but probably will not, require an outflow of resources.

275

Where there is a possible obligation or a present obligation that the likelihood of outflow of resources

is remote, no provision or disclosure is made.

4 Capital commitments

(Rs. in millions)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Estimated amount of contracts

remaining to be executed on capital

account ( net of advance)

4.45 22.15 2.19 - -

5 Operating lease

The Company has entered into non - cancellable operating lease agreements for premises, which

expires at various dates over the next five years. Rent expenses debited to the Statement of Profit and

Loss is as below:

(Rs. in millions)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Rent expense- non cancellable lease

agreements

0.76 0.69 0.61 - -

Rent expense- others 0.25 0.46 0.44 1.61 0.82

Total 1.01 1.15 1.05 1.61 0.82

The future minimum lease payments in respect of the non cancellable lease agreements as on the year

end is as below:

(Rs. in millions)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Not later than one year 0.09 0.76 0.69 - -

Later than one year but not later

than five years

- 0.09 0.85 - -

Later than five years - - - - -

Total 0.09 0.85 1.54 - -

6 Deferred tax assets (net)

Components of deferred tax assets (net) are as follows:

(Rs. in millions)

Timing Difference on account of As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Deferred tax assets

Excess of depreciation on fixed

assets provided in accounts over

depreciation under income tax law

5.86 2.61 1.51 0.41 1.08

Provision for employee benefits 4.06 4.24 2.92 2.10 0.89

Impact of preliminary expenses (0.18)

276

Timing Difference on account of As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

allowable for tax purpose in 5

annual installments

Advances Written Off/Prior

Period/Provisions no longer

required written back

- 5.33 (2.36) (3.29) (0.63)

Net Deferred tax assets/(liablities) 9.92 12.18 2.07 (0.78) 1.16

6 Auditor's remuneration

(Rs. in millions)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Statutory audit fees 3.19 1.62 0.45 0.34 0.12

3.19 1.62 0.45 0.34 0.12

7 Earnings per share (EPS)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Restated profit

/(loss) after tax

attributable to

equity

shareholders

A 43.07 164.90 180.91 (76.06) (11.24)

Number of

equity shares at

the beginning of

the year

100,000,000 100,000,000 11,250,000 11,250,000 11,250,000

Equity shares

issued during

the period

- - 88,750,000 - -

Number of

equity shares

outstanding at

the end of the

year

100,000,000 100,000,000 100,000,000 11,250,000 11,250,000

Weighted

average number

of equity shares

outstanding

during the

period

B 100,000,000 100,000,000 42,117,486 11,250,000 11,250,000

Basic and

diluted earnings

per equity share

(Rs)

(A / B) 0.43 1.65 4.30 (6.76) (1.00)

Face value per

equity share

(Rs)

10 10 10 10 10

277

8. Due to micro and small suppliers

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into

force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and

Medium enterprises. On the basis of the information and records available with the Management, there

are no outstanding dues to the Micro, Small and Medium enterprises as defined in the Micro, Small

and Medium Enterprises Development Act, 2006 as set out in following disclosure.

(Rs. in millions)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Principal amount remaining

unpaid to any supplier as at the

year end

0.06 0.53 - - -

Interest due thereon - - - - -

The amount of interest paid by

the buyer as per the Micro

Small and Medium Enterprises

Development Act, 2006

(MSMED Act, 2006)

- - - - -

The amounts of the payments

made to micro and small

suppliers beyond the appointed

day during each accounting

year

- - - - -

The amount of interest due and

payable for the period of delay

in making payment (which

have been paid but beyond the

appointed day during the year)

but without adding the interest

specified under MSMED Act,

2006.

- - - - -

The amount of interest accrued

and remaining unpaid at the end

of each accounting year.

- - - - -

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 the MSMED

Act, 2006.

- - - - -

9. Employee benefits

The disclosures as required as per the revised Accounting Standard 15 are as under:

I) Defined contribution plan

i) Contribution to Provident Fund

ii) Contribution to Employees State Insurance Corporation

278

iii) Contribution to Maharashtra Labour Welfare Fund

The Company has recognised the following amounts in the Statement of Profit and Loss

(Rs. in millions)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

- Contribution

to Provident

Fund

6.35 10.20 9.53 4.89 1.94

- Contribution

to Employees

State

Insurance

Corporation

4.64 9.66 7.48 3.79 1.85

- Maharashtra

Labour

Welfare Fund

0.08 0.16 0.09 0.04 0.01

Total 11.07 20.02 17.10 8.72 3.80

II) Defined benefit plan

Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five

years or more of service gets a gratuity on death or resignation or retirement at 15 days salary

(last drawn salary) for each completed year of service. The company during the year provided

the following amounts towards gratuity in the Statement of Profit and Loss.

(Rs. in millions)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Gratuity 3.09 3.40 3.43 3.60 1.29

In accordance with the Accounting Standard 15 (Revised 2005), actuarial valuation has been

done in respect of defined benefit plan of gratuity based on the following assumptions:

(Rs. in millions)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Discount rate 9.30% 7.95% 8.60% 8.45% 7.75%

Salary

escalation rate

6.00% 5.00% 5.00% 5.00% 5.00%

Expected

average

remaining

lives of the

employees

7.57 7.10 8.96 9.13 7.78

(i) Change in present value of obligation

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Opening present

value of

12.80 9.44 6.18 2.62 2.16

279

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

obligations

Interest cost 1.01 0.94 0.62 0.22 0.17

Current service

cost

2.36 2.19 1.51 0.44 0.35

Past service cost - - - 0.25 -

Benefits paid (0.74) (0.05) (0.19) (0.04) (0.83)

Liabilities

assumed on

acquisition /

(settled on

divestiture)

(3.21) - 0.02 - -

Actuarial losses (0.28) 0.28 1.30 2.69 0.77

Closing present

value of

obligations

11.93 12.80 9.44 6.18 2.62

(ii) Amount recognised in the Balance Sheet

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Closing present

value of

obligations

11.93 12.80 9.44 6.18 2.62

Closing present

value of plan

assets

- - - -

Closing net

liability

recognised

11.93 12.80 9.44 6.18 2.62

Classification into Current / Non-Current

The liability in respect of the plan comprises of the following non current and current portion:

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Current 2.27 2.43 1.47 0.67 0.48

Non current 9.67 10.37 7.97 5.52 2.14

11.94 12.80 9.44 6.19 2.62

iii) Expenses recognised in the Statement of Profit and Loss

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Current service

cost

2.36 2.19 1.51 0.44 0.35

Interest cost on

benefit obligation

1.01 0.94 0.62 0.22 0.17

Net actuarial

(gain)/ loss

recognised in the

current year

(0.28) 0.28 1.30 2.69 0.77

Past Service cost - - - 0.25 -

280

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Expense

recognised in the

Statement of

Profit and Loss*

3.09 3.41 3.43 3.60 1.29

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 Company’s liability on account of gratuity is not funded and hence the disclosures

relating to the planned assets are not applicable.

Experience

adjustments

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Defined

benefit

obligation

11.93 12.80 9.44 6.18 2.62

Plan assets - - - - -

(Deficit) (11.93) (12.80) (9.44) (6.18) (2.62)

Experience

adjustment

on plan

liabilities

0.20 (0.12) 1.45 - 0.96

Experience

adjustment

on plan

assets

- - - - -

10. Expenditure in foreign currency (on accrual basis)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Travelling expenses - 0.13 - - -

Business promotion and

advertisement expenses - 0.94 3.95 - -

Total - 1.07 3.95 - -

11. Segment reporting

The Company is primarily engaged in the business of toll and octroi collection, which is the primary

business segment of the Company. The Company does not have any separate geographical segment

since all its operations are carried out in India. Hence, there are no separate reportable segments, as

required by 'Accounting Standard 17' on 'Segment reporting' as prescribed by the Companies

(Accounting Standards) Rules, 2006 issued by the Central Government, in consultation with the

National Advisory Committee on Accounting Standards.

12. Domestic transfer pricing

The Indian Finance Bill, 2012 had sought to bring in certain class of domestic transactions in the ambit

of the transfer pricing regulations with effect of 1 April 2012. The Company's management is of the

opinion that its domestic transaction are at arm's length so that appropriate legislation will not have an

impact on financial statements, particularly on the amount of tax expense and that of provision for

taxation. The Company does not have any international transactions during the year.

281

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure V : Restated Standalone Statement of Reserves and Surplus

(Rs. in millions)

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Surplus in the Statement of Profit and Loss,

as restated

At the commencement of the period/year 1,131.98 967.08 786.17 862.23 873.47

Add : Restated profit/ (loss) for the year 43.07 164.90 180.91 (76.06) (11.24)

Total 1,175.05 1,131.98 967.08 786.17 862.23

Notes:

1) The figures disclosed above are based on the restated standalone summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV B & IV C.

282

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure VI- Restated standalone Statement of Non-Current Investments

(Rs. in millions)

Particualrs Numbers of shares/units As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

A Trade

Investments

(Valued at

cost)

In equity

shares of

subsidiary

companies

Unquoted,

fully paid up

MEP

Infrastructure

Private

Limited,

equity shares

of Rs 10 each

8,323,99

8

6,187,50

0

6,187,50

0

6,187,50

0

8,000 104.60 61.88 61.88 61.88 0.08

Raima

Ventures

Private

Limited,

equity shares

of Rs 10 each

11,498,8

50

11,498,8

50

11,498,8

50

11,498,8

50

- 114.99 114.99 114.99 114.99 -

Rideema Toll

Private

Limited,

equity shares

of Rs 100

each

2,488,40

0

1,101,00

0

1,101,00

0

1,101,00

0

- 248.84 110.10 110.10 110.10 -

MEP

Hamirpur

Bus Terminal

Private

Limited,

equity shares

of Rs 10 each

954,800 9,800 9,800 - - 9.55 0.10 0.10 - -

MEP Una

Bus Terminal

Private

Limited,

equity shares

of Rs. 10

each

649,800 9,800 9,800 - - 6.50 0.10 0.10 - -

MEP

Chennai

Bypass Toll

3,999,98

0

9,980 - - - 40.00 0.10 - - -

283

Particualrs Numbers of shares/units As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Road Private

Limited,

equity shares

of Rs 10 each

MEP

Hyderabad

Bangalore

Toll Road

Private

Limited,

equity shares

of Rs 10 each

5,100 5,100 - - - 0.05 0.05 - - -

Raima Toll

Road Private

Limited,

equity shares

of Rs 10 each

6,999,98

0

9,980 - - - 70.00 0.10 - - -

MEP Nagzari

Toll Road

Private

Limited,

equity shares

of Rs 10 each

639,800 9,800 - - - 6.40 0.10 - - -

MEP IRDP

Solapur Toll

Road Private

Limited,

equity shares

of Rs 10 each

819,800 9,800 - - - 8.20 0.10 - - -

Rideema Toll

Bridge

Private

Limited,

equity shares

of Rs 10 each

2,679,80

0

9,800 - - - 26.80 0.10 - - -

MEP

Highway

Solutions

Private

Limited,

equity shares

of Rs 10 each

3,144,80

0

- - - - 31.45 - - - -

MEP RGSL

Toll Bridge

Private

Limited,

equity shares

of Rs 10 each

3,999,80

0

- - - - 40.00 - - - -

707.38 287.72 287.17 286.97 0.08

Enterprises

284

Particualrs Numbers of shares/units As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

over which

significant

influence

exercised by

key

managerial

personnel

Unquoted,

fully paid up

Ideal Energy

Projects

Limited,

equity shares

of Rs 10 each

- 3,000,00

0

- 9,000,00

0

- - 30.00 - 90.00 -

A.J Toll

Private

Limited,

equity shares

of Rs 100

each

3,300 3,300 3,300 3,300 3,300 0.33 0.33 0.33 0.33 0.33

B) Others

(Valued at

cost)

Jankalyan

Sahakari

Bank

Limited,

equity shares

of Rs 10 each

4,000 4,000 4,000 4,000 4,000 0.04 0.04 0.04 0.04 0.04

The Kalyan

Janata

Sahakari

Bank

Limited,

equity shares

of Rs 25 each

20,000 - - - - 0.50 - - - -

Thane Janata

Sahakari

Bank

Limited,

equity shares

of Rs 50 each

9,980 - - - - 0.50 - - - -

Total 708.75 318.09 287.54 377.34 0.45

Notes:

1) The figures disclosed above are based on the restated standalone summary Statements of Assets and

Liabilities of the Company.

285

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

286

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure VII- Restated Standalone Statement of Current Investments

(Rs. in millions)

Particulars Numbers of units As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Non-trade

investments

(valued at

lower of cost

and fair

value)

Investments

in quoted

mutual funds

Principal

Mutual Fund

Growth Plan

200,000 2.00

Total - - - - 200,000 - - - - 2.00

Notes:

1) The figures disclosed above are based on the restated standalone summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

287

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure VIII- Restated Standalone Statement of Trade Receivables (unsecured, considered good)

(Rs in millions)

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Receivable outstanding for a period

exceeding six months from the date they

became due for payment

- 217.70 30.32 107.01 -

Other receivables 232.17 43.13 3.25 162.08 285.22

Total 232.17 260.83 33.57 269.09 285.22

Trade receivables due from related parties are as below: (Rs in millions)

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

from subsidiary company

- MEP Infrastructure Private Limited - - 3.25 - -

- MEP Hyderabad Banglore Private

Limited

4.78 - - - -

- MEP RGSL Toll Bridge Private Limited 2.26 - - - -

from enterprises over which significant

influence exercised by key managerial

personnel

- Jan Transport - - 30.32 - 285.22

- D.S Enterprises 224.18 260.83 - 129.01 -

- Virendra Builders - - - 140.08 -

Total 231.22 260.83 33.57 269.09 285.22

Notes:

1) The figures disclosed above are based on the restated standalone summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

288

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure IX- Restated Standalone Statement of Long-term Loans and Advances and Other Non-

Current Assets (unsecured, considered good)

A. Long term Loans and Advances

(Rs in millions)

Particulars As at As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Non-current portion Current portion

To related parties

Loans and advances [refer

note A(i)]

100.54 244.06 285.97 4.29 2.77 - 11.68 - 2,563.26 401.97

Advance against acquisition

of equity shares [refer note

A(ii),(iii) and (iv)]

1,106.54 1,469.43 1,191.19 - - - - - - -

Capital advances [refer note

A(i)]

275.00 - - - - - - - - -

To parties other than

related parties

Mobilisation advance - - - 1,212.63 - - - - 30.00 -

Loans to employees - 2.86 3.71 2.08 1.58 3.37 2.78 2.37 0.04 0.05

Advance tax and fringe

benefit tax (net of provision

for tax)

95.57 84.78 86.88 86.93 42.03 - - - - -

Balance due from

government authorities - 0.06 - - - - - - - -

Capital advances - 1.00 1.52 - - - - - - -

Prepaid expenses 26.62 31.12 35.61 0.09 - 17.96 5.78 5.08 3.96 97.20

Performance Security - 35.00 460.44 306.58 7.71 405.84 649.42 656.11 403.26 1,176.82

Other security deposits 5.60 5.51 5.51 5.14 0.03 0.14 0.14 - - -

Total 1,609.87 1,873.82 2,070.83 1,617.74 54.12 427.31 669.80 663.56 3,000.52 1,676.04

A(i) -Loans and advances to related parties

(Rs in millions)

Particulars As at As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Non-current portion Current portion

To holding company

- Ideal Toll &

Infrastructure Private

Limited

- - 70.66 1.12 1.18 - - - - 7.81

-Capital advance to Ideal

Toll & Infrastructure

Private Limited

275.00 - - - - - - - - -

- - - - - - - - - -

To subsidiary

companies

- MEP Infrastructure - - - - - - - - 451.37 -

289

Particulars As at As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Non-current portion Current portion

Private Limited

- MEP Chennai Bypass

Toll Road Private Limited

50.29 87.88 - - - - - - - -

- Rideema Toll Private

Limited

- 20.00 - - - - - - 867.91 -

- MEP Hamirpur Bus

Terminal Private Limited

0.06 - - - - - - - - -

- MEP Una Bus Terminal

Private Limited

0.19 - - - - - - - - -

- Raima Ventures Private

Limited

- - - - - - 11.68 - 1.25 -

To stepdown subsidiary

- Baramati Tollways

Private Limited

- 82.80 24.08 - - - - - - -

- - - - - - - - - -

To enterprises over

which significant

influence exercised by

key managerial

personnel

- A.J. Tolls Private

Limited

50.00 40.18 77.30 0.37 - - - - 894.31 79.36

- Ideal Energy Projects

Limited

- 1.94 - 2.80 1.59 - - - - -

- IEPL Power Trading

Company Private Limited

- - 15.35 - - - - - 234.06 -

- Rideema Enterprises - 11.26 2.82 - - - - - - -

- Jan Transport - - - - - - - - 28.57 -

- Sudha Production - - 0.76 - - - - - - -

- Anuya Enterprises - - - - - - - - - 213.00

- Maask Entertainment

Private Limited

- - 0.98 - - - - - - -

- - - - - - - - -

Key management

personnel

- A J Mhaiskar (Director) - - 92.80 - - - - - 85.79 101.79

- J D Mhaiskar (Director) - - 1.22 - - - - - - -

Total 375.54 244.06 285.97 4.29 2.77 - 11.68 - 2,563.2

6

401.97

A(ii)- Advance against acquisition of the equity shares

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

To subsidiary companies

MEP Infrastructure Private Limited 1,007.50 554.13 554.13 - -

MEP Chennai Bypass Toll Road Private Limited - 38.85 - - -

290

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

MEP Hamirpur Bus Terminal Private Limited - 9.28 8.47 - -

MEP Hyderabad Bangalore Toll Road Private Limited - 80.44 - - -

MEP IRDP Solapur Toll Road Private Limited - 8.68 - - -

MEP Nagzari Toll Road Private Limited - 6.29 - - -

MEP Una Bus Terminal Private Limited - 6.44 6.04 - -

Raima Toll Road Private Limited - 60.00 - - -

Rideema Toll Bridge Private Limited - 26.74 - - -

MEP Highway Solutions Private Limited 20.00 0.01 - - -

Enterprises over which significant influence

exercised by key management personnel

MEP Toll Gates Private Limited 0.02 0.01 - - -

Ideal Hospitality Private Limited 9.00 11.00 - - -

Ideal Energy Projects Limited 0.05 45.00 - - -

MEP RGSL Toll Bridge Private Limited - 0.01 - - -

Total 1,036.56 846.88 568.64 - -

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

A(iii) - Advance to Ideal Toll &

Infrastructure Private Limited (holding

company) for acquisition of its equity

holding in MEP Infrastructure Private

Limited (subsidiary company)

58.48 611.05 611.05 - -

A(iv) - Advance to Rideema Toll Private

Limited (subsidiary company) for

acquisition of its equity holding in

Baramati Tollways Private Limited (fellow

subsidiary company)

11.50 11.50 11.50 - -

B. Other Non-current Assets

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Fixed deposits with banks with maturity

period more than twelve months from

reporting date

37.89 46.04 31.72 26.94 -

Interest accrued on fixed deposits 1.07 0.97 4.45 - -

Total 38.96 47.01 36.17 26.94 -

Notes:

1) The figures disclosed above are based on the restated standalone summary Statements of Assets and

Liabilities of the Company.

291

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

292

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure X- Restated Standalone Statement of Short-term Loans and Advances and Other Current

Assets (unsecured, considered good)

A. Short-term Loans and Advances

(Rs in millions)

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

To related parties

Current portion of long term loans and

advances [refer note A (i) of annexure

IX]

- 11.68 - 2,563.26 401.97

Advance consideration for acquisition

of preference shares [refer note A (ii)

below]

200.00 521.08 1,750.00 - -

Other advances [refer note A (i) below] 950.00 1.34 - 1,277.60 -

To parties other than related parties

Current portion of long term loans and

advances (refer current portion in

Annexure IX)

427.30 658.12 663.56 437.27 1,274.06

Advances to Suppliers 0.17 - - - -

Advances recoverable in cash or kind 76.89 59.56 3,874.16 2,123.26 58.25

Advances for authority payment 1.82 20.49 3.90 - -

Total 1,656.18 1,272.27 6,291.62 6,401.39 1,734.28

A (i) Other advances

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

To subsidiary companies

Raima Toll Road Private Limited 91.02 - - - -

Rideema Toll Private Limited 532.22 - - - -

MEP Hyderabad Bangalore Toll Road

Private Limited

152.67 - - - -

Rideema Toll Bridge Private Limited 99.24 - - - -

MEP IRDP Solapur Toll Road Private

Limited 0.43 - - -

MEP Nagzari Toll Road Private

Limited

16.05 0.91 - - -

MEP Infrastructure Private Limited 56.80 - - - -

To enterprises over which significant

influence is exercised by key

managerial personnel

- - - - -

Jan Transport 1,277.60

Ideal Energy Projects Limited 2.00

293

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Total 950.00 1.34 - 1,277.60 -

A (ii) - Advance against acquisition of the preference shares

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

To subsidiary companies

Rideema Toll Private Limited - - 400.00 - -

MEP Hamirpur Bus Terminal Private

Limited - - 100.00 - -

MEP Una Bus Terminal Private

Limited - - 150.00 - -

To fellow subsidiary

Baramati Tollways Private Limited - 122.14 200.00 - -

To enterprises over which significant

influence is exercised by key

managerial personnel

A.J. Tolls Private Limited - 98.94 600.00 - -

Ideal Hospitality Private Limited 200.00 300.00 300.00 - -

IEPL Power Trading Company

Limited - - - - -

Total 200.00 521.08 1,750.00 - -

B. Other current assets

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Interest receivable

- accrued on fixed deposits 4.39 5.84 1.60 0.90 0.90

- accrued on loans to related parties 77.20 3.45 - - -

Total 81.59 9.29 1.60 0.90 0.90

Notes:

1) The figures disclosed above are based on the restated standalone summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

294

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XI - Restated Standalone Statement of Long-Term Borrowings

(Rs. in millions)

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Long-term borrowings

Term loans (secured)

From bank:

Non-current portion 61.00 715.10 1,250.02 - -

Current maturities 773.54 954.65 757.32 327.03 149.99

834.54 1,669.75 2,007.34 327.04 149.99

From financial institutions:

Non-current portion - - - - -

Current maturities - - - 4,500.00 -

- - - 4,500.00 -

Less: Current maturities disclosed under the

head "Other current liabilities"

773.54 954.65 757.32 4,827.03 149.99

Total (A) 61.00 715.10 1,250.02 0.01 -

Vehicle loans (secured)

From bank:

Non-current portion 30.54 1.62 0.15 - -

Current maturities 7.83 0.92 0.07 - -

38.37 2.54 0.22 - -

From financial institutions:

Non-current portion 0.30 5.27 11.33 10.70 -

Current maturities 1.06 7.09 7.08 5.43 -

1.36 12.36 18.41 16.13 -

Less: Current maturities disclosed under the

head "Other current liabilities"

8.89 8.00 7.15 5.43 -

Total (B) 30.84 6.90 11.48 10.70 -

Unsecured loans from related parties

from subsidiaries companies:

Non-current portion 191.73 - - - -

Current maturities 80.00

271.73 - - - -

From financial institutions:

Non-current portion - - - - -

Current maturities - - - - -

- - - - -

Less: Current maturities disclosed under the

head "Other current liabilities"

80.00 - - - -

Total (C) 191.73 - - - -

Total (A)+(B)+(C) 283.57 722.00 1,261.50 10.71 -

295

Notes:

1) The figures disclosed above are based on the restated standalone summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

3) Term Loans:

A) Term loan includes loan from a bank amounting to Rs 749.54 million which is secured by way of first

charge of hypothecation / assignment / security interest on escrow account of the projects financed and

also, by pledge of 500,000 equity shares and negative lien on 250,000 equity shares from IRB

Infrastructure Developers Private Limited held by the promoters of the Company.

Further, the term loan is also secured by corporate guarantee given by Ideal Toll & Infrastructure

Private Limited, the holding company and personal guarantee given by Mr. J.D. Mhaiskar & Mr. D.P.

Mhaiskar, Directors of the Company. The term loan carries an interest rate calculated on base rate of

the bank plus a spread of 300 basis points. The term loan is repayable in two equal installments of Rs

375.00 million from 1 March 2014. Further interest in the event of default in payment will be charged

at base rate of the bank plus a spread of 300 basis points computed from the due dates and shall

become payable upon the footing of compounding interest with monthly rest.

B) Term loan includes a loan from a bank amounting to Rs 85.00 million which is secured by way of

assignment / hypothecation of receivables to be generated from the Toll collection account of the

projects financed. The term loan carries an interest rate of 13% p.a. The term loan is repayable in 35

unequal monthly installments commencing from the date of first disbursement. Prepayment charges

shall be charged @ 1.00% of the prepaid amount and in case of take out finance, it will be @ 2.00% of

the prepaid amount. Penal Interest shall be charged @ 2.00% p.a. for the installment/interest arrears.

4) Vehicle loans

A) Vehicle loans from banks of Rs 38.37 million carrying interest rates ranging from 9.89% - 12.38% p.a.

The loans are repayable in 36 monthly installments along with interest. The loans are secured by way

of hypothecation of the respective vehicles.

B) Vehicle loans include loan from various financial institutions of Rs 1.36 million carrying an interest

rate ranging from 10.83% - 12.34% p.a. The loans are repayable in 35 monthly installments along with

interest. The loans are secured by way of hypothecation of the respective vehicles.

5) Unsecured loans from related parties

A) Unsecured loan from Raima Ventures Private Limited a subsidiary, of Rs 46.13 million was taken on

31 October 2013 and is repayable in three equal installments at the end of the 8th, 9th and 10th years

from the date of disbursement. The loan carries an interest rate of 12.5% p.a.

B) Unsecured loan from MEP RGSL Toll Bridge Private Limited a subsidiary, of Rs 224.48 million was

taken on 24 March 2014 and is repayable in three equal installments at the end of the 8th, 9th and 10th

years from the date of disbursement. The loan carries an interest rate of 9.5% p.a.

C) Interest free unsecured loan from MEP IRDP Solapur Toll Road Private Limited, a subsidiary, of Rs

1.13 million was taken on 2 June 2013 and is repayable in three equal installments at the end of the

8th, 9th and 10th years from the date of disbursement.

296

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XII- Restated Standalone Statement of Long-term Provisions

(Rs in millions)

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Gratuity payable (refer annxure IVC) 9.67 10.37 7.97 5.52 2.14

Total 9.67 10.37 7.97 5.52 2.14

Notes:

1) The figures disclosed above are based on the restated standalone summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

297

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XIII- Restated Standalone Statement of Short-term Borrowings, Trade Payables, Other

Current Liabilities and Short-term Provisions

A. Short Term Borrowings

(Rs. in millions)

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Working capital loans (secured)

from banks - 109.75 59.80 135.61 1,107.25

from financial institutions - - 100.00 120.03 -

Short term loan

- from banks 23.68 - - - -

Loans repayable on demand (Secured)

- from bank 999.46 - - - -

Unsecured loans (refer table A below) 40.65 23.20 1,861.33 184.77 24.42

Total 1,063.79 132.95 2,021.13 440.41 1,131.67

A Unsecured loans due to related parties

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Ideal Toll & Infrastructure Private

Limited (holding company)

40.65 21.90 - 92.30 24.42

From subsidiaries

MEP Infrastructure Private Limited - - 1,835.53 15.23 -

Raima Ventures Private Limited - - - 11.93 -

From enterprises over which

significant influence is exercised by

key managerial personnel

Anuya Enterprises - - 19.79 34.79 -

Jan Transport - - 6.01 30.52 -

Key management person

Jayant Mhaiskar - 1.30 - - -

Total 40.65 23.20 1,861.33 184.77 24.42

Notes:

1. The figures disclosed above are based on the Restated standalone Statement of Assets and

Liabilities of the Company.

2. The above statement should be read with the notes to restated standalone summary Statements of

Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV

C.

3. Term Loans from bank amounting to Rs 23.68 million is secured as below :

298

(a) assignment / hypothecation of receivables to be generated from the Toll collection account of

the projects financed;

(b) Personnel Guarantee given by Mr. J.D. Mhaiskar & Mr. D.P. Mhaiskar, directors of the

Company;

(c) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (Holding

Company);

The term loan carries an interest rate of 2.35% p.a. below the Bank's Prime Lending Rate

subject to minimum of 13% p.a.

The loan is repayable in 12 equal monthly installments from the date of first drawdown.

Penal interest shall be charged @ 2.00 p.a. on non-compliance of terms and prepayment

charges @ 2.00% shall be charged on the outstanding dues in case of takeover by any

financial institution/bank.

4 Loans repayable on demand include an overdraft facility from a bank amounting to Rs 500.00

million which is secured as below:

(a) First charge / hypothecation / assignment of security interest on Escrow account;

(b) Personnel Guarantee given by Mr. J.D. Mhaiskar & Mr. D.P. Mhaiskar, directors of the

Company;

(c) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (Holding

Company);

Loan carries an interest rate calculated on the base rate of the bank plus a spread of 3% p.a.

5. Loans repayable on demand include an overdraft facility from a bank amounting to Rs 499.46

million which is secured as below:

(a) First charge / hypothecation / assignment of security interest on Escrow account;

(b) First charge by way of hypothecation of all the movable assets, present and future, of the

projects financed.

(c) First charge on receivable of the projects financed.

(d) Personnel Guarantee given by Mr. J.D. Mhaiskar, director of the Company;

(e) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (Holding

Company);

Loan carries an interest rate calculated on the base rate of the bank plus a spread of 2.25% p.a.

Penal interest @ 2.00% shall be charged on the overdue amounts.

6. Interest free unsecured loan from Ideal Toll & Infrastructure Private Limited (Holding Company)

of Rs 40.65 million is repayable on demand.

B Trade payables

(Rs. in millions)

Particulars As at

299

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Trade payables towards

goods purchased and

services received

- dues of micro enterprises

and small enterprises (refer

Annexure IV, note 8 )

0.06 0.53 - - -

- other creditors 298.99 170.39 162.14 59.49 8.40

Total 299.05 170.92 162.14 59.49 8.40

C Other current liabilities

Particulars As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Current maturities of long-term

borrowings

862.43 962.65 764.48 4,832.46 149.99

Interest accrued but not due on borrowings 2.91 8.89 0.18 45.96 13.05

Employee benefits expense payable 21.08 26.28 19.50 9.87 2.38

Interest accrued and due 19.68 - - 3.67 -

Statutory dues payable

- Tax deducted at source 2.27 5.25 28.33 32.47 0.57

- Provident fund 0.86 1.45 0.73 1.22 0.36

- ESIC 0.44 0.73 0.22 0.65 0.21

- VAT 0.98 0.09 0.68 - -

- Profession Tax 0.17 0.35 0.32 0.16 0.07

- Tax collected at source - - - - -

- Service tax 0.10 - - - -

Other liabilities 17.57 24.09 3,038.48 2,758.20 14.02

Total 928.49 1,029.78 3,852.92 7,684.66 180.65

D Short term provisions

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Gratuity payable 2.27 2.43 1.47 0.67 0.48

Wealth tax payable 0.28 0.27 0.30 0.42 0.31

Total 2.55 2.70 1.77 1.09 0.79

Notes:

1) The figures disclosed above are based on the Restated standalone Statement of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated standalone summary Statements of

Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV

C.

300

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XIV- Restated Standalone Statement of Income and Expenses

A Revenue from Operations

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Toll and Octroi Collection 4,842.29 8,921.43 7,017.01 3,295.68 3,283.13

Other operating revenue

- Road repair and maintenance 24.41 195.40 214.36 156.50 -

Total 4,866.70 9,116.83 7,231.37 3,452.18 3,283.13

B Operating and maintenance expenses

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Concession fees to authority 4,198.05 7,714.60 6,149.70 3,027.27 3,100.79

Road repairing and maintenance expenses 22.24 90.61 68.79 54.94 13.79

Maintenance cost paid to authority 2.55 - - - -

Toll, Octroi and site attendant expenses 41.28 90.75 134.01 37.76 8.31

Site Expenses - - - 14.13 3.66

Other operational expenses 51.81 88.71 77.41 2.53 0.09

Total 4,315.93 7,984.67 6,429.91 3,136.63 3,126.64

C Employee Benefits

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Salaries, wages and bonus 139.60 331.25 247.35 107.90 50.21

Contribution to provident and other funds 11.07 20.02 17.10 8.72 3.80

Gratuity expenses 3.09 3.40 3.43 3.60 1.29

Staff welfare expenses 24.77 46.32 36.83 12.37 4.25

Total 178.53 400.99 304.71 132.59 59.55

301

D Finance costs

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Interest expenses

- from banks 243.00 245.21 110.91 25.89 30.12

- from financial institutions 2.42 4.97 361.06 97.86 12.34

- from others 3.23 - - - -

Other borrowing cost

-Loan foreclosure charge 1.44 - - - 2.01

-Bank guarantee and commission 11.12 18.06 21.46 12.14 2.41

-Processing fees 6.70 12.62 45.89 49.59 6.50

Total 267.91 280.86 539.32 185.48 53.38

D Other expenses

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Rates and taxes 1.97 5.89 1.89 3.54 4.07

Director Remunaration 24.00 7.50 - - -

Insurance 2.28 1.66 0.06 0.50 4.12

Legal consultancy and professional fees 18.19 25.22 45.33 9.44 10.62

Travelling expenses 31.33 63.10 50.37 18.62 5.00

Business promotion and advertisement expenses 4.43 24.98 20.03 3.63 3.39

Repairs & Maintenance

- Machinery 5.03 6.65 - - -

- Computers 2.08 6.43 6.06 2.68 0.52

- Others 3.46 3.37 5.09 4.46 3.73

Auditors remuneration 3.19 1.62 0.45 0.34 0.12

Miscellaneous Expenses 31.14 46.31 35.29 35.16 10.54

Total 127.11 192.73 164.57 78.37 42.11

Notes:

1) The figures disclosed above are based on the restated standalone summary Statement of Profit and

Losses.

2) The above statement should be read with the notes to restated standalone summary Statements of

Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV

C.

302

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XV- Restated Standalone Statement of Other Income

(Rs in millions)

Particulars For the years ended

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Recurring

/non-

recurring

Related/Not

related to

business

activity

Interest income

- from fixed deposits 13.01 9.70 9.85 8.04 8.14 Recurring Related

- from loans to related parties 91.21 3.45 231.31 88.65 - Non-

Recurring

Not related

- from loans to parties other

than related parties

0.04 0.10 275.58 - - Non-

Recurring

Not related

- from refund of income tax 10.05 - - - - Non-

Recurring

Not related

Dividend income 0.02 - - 0.68 - Non-

Recurring

Not related

Profit on sale of mutual funds - - 0.28 - - Non-

Recurring

Not related

Provisions no longer required

written back

1.64 - - - - Non-

Recurring

Not related

Miscellaneous income 0.57 1.93 0.14 - 0.02 Non-

Recurring

Not related

Total 116.54 15.18 517.16 97.37 8.16

Notes:

1) The figures disclosed above are based on the restated standalone summary Statement of Profit and Losses.

2) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

303

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XVI : Restated Standalone Statement of Contingent Liabilities

(Rs in millions)

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Interest on late payments to

Maharashtra State Road Development

Corporation Limited

6.80 6.80 6.80 6.80 -

Claims made against the Company not

acknowledged as debts by the

Company

817.12 - - - -

Bank guarantees 1,649.43 2,006.36 1,171.95 784.89 130.31

Corporate guarantees given 35,050.30 31,392.91 30,551.41 1,842.31 231.60

Total 37,523.65 33,406.07 31,730.16 2,634.00 361.91

Note :

The above statement should be read with the notes to restated standalone summary Statements of Assets and

Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

304

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XVII- Restated Standalone Statement of Accounting Ratios

(Rs in millions)

Particulars For the years ended

31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010

Restated net

profit /(loss)

after tax

attributable to

equity share

holders

43.07 164.90 180.91 (76.06) (11.24)

Weighted

number of equity

shares

outstanding

during the

period/year

100,000,000 100,000,000 42,117,486 11,250,000 11,250,000

Basic and diluted

earnings per

share (EPS) (Rs.)

0.43 1.65 4.30 (6.76) (1.00)

Networth 2,175.05 2,131.98 1,967.08 898.67 974.73

Return on net

worth (refer note

2(b ) below) (%)

1.98% 7.73% 9.20% (8.46%) (1.15%)

Net asset value

per equity share

(refer note 2(c)

below)

21.75 21.32 19.67 79.88 86.64

Net tangible

assets (refer note

2(d) below)

2,175.06 2,131.98 1,967.06 898.67 974.73

Monetary assets

(refer note 2(e)

below)

313.85 337.47 486.53 394.62 203.25

Pre tax

operating profits

(refer note 2(f)

below)

218.88 520.75 318.95 99.53 50.15

EBITDA (refer

note 2(g) below)

361.67 553.63 849.34 201.97 62.99

Notes:

1) The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

2) The ratios have been computed as below:

a) Basic earnings per share (Rs) = Restated net profit /(loss) after tax attributable to equity shareholders /

Weighted number of equity shares outstanding during the year

b) Return on net worth (%) = Restated net profit / (loss) after tax attributable to equity shareholders / Net

305

worth x 100.

c) Restated net asset value per equity share (Rs) = Net worth at at the end of the year / Total number of

equity shares outstanding at the end of the year

d) Restated net tangible assets (Rs) = Current assets + Non-current assets - Current Liabilities - Non-

current liabilities

e) Restated monetary assets (Rs) = Cash and bank balances + Fixed deposits with banks with maturity

period more than twelve months from reporting date

f) Restated Pre-tax operating profits (Rs) = Restated (loss) / profit before tax - Other Income + Finance

costs

g) Restated EBITDA (Rs) = Restated (loss) / profit before tax + Finance costs + Depreciation,

amortisation and impairment

3) The Company does not have any revaluation reserves or extra-ordinary items.

4) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of

the year adjusted by the number of equity shares issued during the year multiplied by the time weighting

factor. The time weighting factor is the number of days for which the specific shares are outstanding as a

proportion of total number of days during the year.

5) Net worth for ratios mentioned in note 1(b) and 1(c) is = Equity share capital + Reserves and surplus

(including surplus in Statement of Profit and Loss)

6) Earnings per share calculations are in accordance with Accounting Standard 20 - Earnings per share,

notified under the Companies (Accounting Standards) Rules 2006, as amended.

7) The figures disclosed above are based on the standalone restated summary Statements of the Company.

306

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XVIII- Capitalisation Statement

Particulars Pre IPO as at 31

March 2014

Debt

Short term debt (A) ( refer annexure XIII) 1,063.79

Long term debt (B) (including current maturities of long-term debt (refer annexure

XI)

1,146.00

Total debt (A+B) 2,209.79

Shareholder's funds

Share capital 1,000.00

Net surplus in the Statement of Profit or Loss 1,175.05

Total Shareholder's funds (C) 2,175.05

Long term debt/equity (B/C) 1.02

Notes

1) The above has been computed on the basis of the restated standalone summary statements of assets and

liabilities of the Company.

2) The Company is proposing to have an initial public offering through offer for sale. Hence, there will be no

change in the shareholder's funds post issue.

307

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XIX -Restated Standalone Tax Shelter Statement

(Rs in millions)

Particulars For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

A Restated profit before tax 67.51 255.06 296.79 11.42 4.93

B Normal tax rate 32.45% 32.45% 32.45% 33.99% 33.99%

Minimum alternative tax rate 20.01% 19.06% 20.01% 15.45% 15.45%

C Tax thereon at the above rate - normal

tax rate 21.90 82.75 96.29 3.88 1.68

D Permanent differences

Expenses disallowed under Income

Tax Act

11.38 7.42 1.35 0.63 0.37

Additions as per Settlement

Commission order

- - 80.07 233.60 45.84

Deduction under section 80IA - - (27.65) (5.64) (4.04)

Other Disallowance 0.01 12.74 7.08 18.33 (0.61)

Total (D) 11.39 20.16 60.86 246.93 41.56

E Timing differences

Difference in book depreciation and

depreciation under Income Tax Act

(0.05) 3.99 2.29 (1.85) 0.67

Expenses allowable on payment basis 5.19 7.21 3.26 3.02 (0.09)

Others (15.68) 22.6 2.7 (7.8) (1.9)

Total (E) (10.54) 33.83 8.30 (6.66) (1.28)

F Net adjustments (D+E) 0.85 53.99 69.16 240.27 40.28

G Tax expense thereon 0.28 17.52 22.44 81.67 13.69

Tax Payable as per MAT - - - - 0.57

H Total tax on profits (C+G) 22.18 100.27 118.73 85.55 15.93

I Interest on tax expenses - - - -

Total current tax on profits 22.18 100.27 118.73 85.55 15.93

Notes:

1. The aforesaid Tax Shelters Statement has been prepared as per the restated standalone summary Statements

of Profits and Losses of the Company.

2. The above statement should be read with the notes to restated standalone summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

308

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XX : Restated Standalone Statement of Related Party Transactions

List of related parties and transactions as per requirements of Accounting Standard - 18, 'Related Party

Disclosures'

A. List of related parties and their relationship

Particulars 31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010

Holding

Company

Ideal Toll &

Infrastructure

Private Limited

Ideal Toll &

Infrastructure

Private Limited

Ideal Toll &

Infrastructure

Private Limited

Ideal Toll &

Infrastructure

Private Limited

Ideal Toll &

Infrastructure

Private Limited

Subsidiaries

MEP

Infrastructure

Private Limited

MEP

Infrastructure

Private Limited

MEP

Infrastructure

Private Limited

MEP

Infrastructure

Private Limited

MEP

Infrastructure

Private Limited

Raima Ventures

Private Limited

Raima Ventures

Private Limited

Raima Ventures

Private Limited

Raima Ventures

Private Limited

Rideema Toll

Private Limited

Rideema Toll

Private Limited

Rideema Toll

Private Limited

Rideema Toll

Private Limited

MEP Una Bus

Terminal Private

Limited

MEP Una Bus

Terminal Private

Limited

MEP Una Bus

Terminal Private

Limited

MEP Hamirpur

Bus Terminal

Private Limited

MEP Hamirpur

Bus Terminal

Private Limited

MEP Hamirpur

Bus Terminal

Private Limited

MEP Nagzari

Toll Road

Private Limited

MEP Nagzari

Toll Road

Private Limited

MEP IRDP

Solapur Toll

Road Private

Limited

MEP IRDP

Solapur Toll

Road Private

Limited

Rideema Toll

Bridge Private

Limited

Rideema Toll

Bridge Private

Limited

Raima Toll

Road Private

Limited

Raima Toll

Road Private

Limited

MEP Hyderabad

Bangalore Toll

Road Private

Limited

MEP Hyderabad

Bangalore Toll

Road Private

Limited

MEP Chennai

Bypass Toll

Road Private

Limited

MEP Chennai

Bypass Toll

Road Private

Limited

MEP RGSL

Toll Bridge

Private Limited

(earstwhile

known as MEP

Projects Private

MEP RGSL

Toll Bridge

Private Limited

(earstwhile

known as MEP

Projects Private

309

Particulars 31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010

Limited)

(earstwhile

known as MEP

Projects Private

Limited)

Limited)

(earstwhile

known as MEP

Projects Private

Limited)

MEP Highway

Solutions

Private Limited

Stepdown

subsidiary

Baramati

Tollways

Private Limited

Baramati

Tollways

Private Limited

Baramati

Tollways

Private Limited

Baramati

Tollways

Private Limited

Key

Managerial

Personnel

Mr.

Jayant.Mhaiskar

Mr.

Jayant.Mhaiskar

Mr.

Jayant.Mhaiskar

Mr.

Jayant.Mhaiskar

Mr.

Jayant.Mhaiskar

Mrs. Anuya

Mhaiskar

Mrs. Anuya

Mhaiskar

Mrs. Anuya

Mhaiskar

Mrs. Anuya

Mhaiskar

Mrs. Anuya

Mhaiskar

Mr. Dattatray

Mhaiskar

Mr. Dattatray

Mhaiskar

Mr. Dattatray

Mhaiskar

Mr. Dattatray

Mhaiskar

Mr. Dattatray

Mhaiskar

Mrs. Sudha

Mhaiskar

Mrs. Sudha

Mhaiskar

Mrs. Sudha

Mhaiskar

Mrs. Sudha

Mhaiskar

Mrs. Sudha

Mhaiskar

Mr. Murzash

Manekshana

Mr. Murzash

Manekshana

Enterprises

over which

significant

influence is

exercised by

key

managerial

personnel

Ideal Infoware

Private Limited

Ideal Infoware

Private Limited

Ideal Infoware

Private Limited

Ideal Infoware

Private Limited

Ideal Infoware

Private Limited

A J Tolls Private

Limited

A J Tolls Private

Limited

A.J.Tolls Private

Limited

A.J.Tolls Private

Limited

A.J.Tolls Private

Limited

Anuya

Enterprises

Anuya

Enterprises

Anuya

Enterprises

Anuya

Enterprises

Anuya

Enterprises

Rideema

Enterprises

Rideema

Enterprises

Rideema

Enterprises.

Rideema

Enterprises.

Rideema

Enterprises.

D.S.Enterprises D.S.Enterprises D.S.Enterprises D.S.Enterprises D.S.Enterprises

Ideal Energy

Projects

Limited.

Ideal Energy

Projects

Limited.

Ideal Energy

Projects

Limited.

Ideal Energy

Projects

Limited.

Ideal Energy

Projects

Limited.

Ideal Hospitality

Private Limited

Ideal Hospitality

Private Limited

Ideal Hospitality

Private Limited

Ideal Hospitality

Private Limited

Ideal Hospitality

Private Limited

Jan Transport Jan Transport Jan Transport Jan Transport Jan Transport

Virendra

Builders

Virendra

Builders

Virendra

Builders

Virendra

Builders

Virendra

Builders

MMK Toll

Road Private

Limited

MMK Toll

Road Private

Limited

MMK Toll

Road Private

Limited

MMK Toll

Road Private

Limited

MMK Toll

Road Private

Limited

NKT Road &

Toll Private

Limited

NKT Road &

Toll Private

Limited

NKT Road &

Toll Private

Limited

NKT Road &

Toll Private

Limited

NKT Road &

Toll Private

Limited

Thane Thane Thane Thane Thane

310

Particulars 31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010

GhodBunder

Toll Road

Private Limited

GhodBunder

Toll Road

Private Limited

GhodBunder

Toll Road

Private Limited

GhodBunder

Toll Road

Private Limited

GhodBunder

Toll Road

Private Limited

Sudha

Productions

Sudha

Productions

Sudha

Productions

Sudha

Productions

Sudha

Productions

Global Safety

Visions Private

Limited

Global Safety

Visions Private

Limited

Global Safety

Visions Private

Limited

Global Safety

Visions Private

Limited

Global Safety

Visions Private

Limited

IDAA

Infrastructure

Private Limited

IDAA

Infrastructure

Private Limited

IDAA

Infrastructure

Private Limited

IDAA

Infrastructure

Private Limited

IDAA

Infrastructure

Private Limited

Ideal Road

Builders Private

Limited.

Ideal Road

Builders Private

Limited.

Ideal Road

Builders Private

Limited.

Ideal Road

Builders Private

Limited.

Ideal Road

Builders Private

Limited.

IRB

Infrastructure

Private Limited

IRB

Infrastructure

Private Limited

IRB

Infrastructure

Private Limited

IRB

Infrastructure

Private Limited

IRB

Infrastructure

Private Limited

VCR Toll

Services Private

Limited

VCR Toll

Services Private

Limited

VCR Toll

Services Private

Limited

VCR Toll

Services Private

Limited

VCR Toll

Services Private

Limited

Ideal Brands

Private Limited

Ideal Brands

Private Limited

Ideal Brands

Private Limited

Ideal Brands

Private Limited

Ideal Brands

Private Limited

IRB

Infrastructure

Developers

Limited

IRB

Infrastructure

Developers

Limited

IRB

Infrastructure

Developers

Limited

IRB

Infrastructure

Developers

Limited

IRB

Infrastructure

Developers

Limited

Mhaiskar

Infrastructure

Private Limited.

Mhaiskar

Infrastructure

Private Limited.

Mhaiskar

Infrastructure

Private Limited.

Mhaiskar

Infrastructure

Private Limited.

Mhaiskar

Infrastructure

Private Limited.

Raima

Manpower &

Consultancy

Services Private

Limited

Jhingo Capital

Management

Private Limited

Modern Road

Makers Private

Limited

Modern Road

Makers Private

Limited

Modern Road

Makers Private

Limited

MEP Toll Gates

Private Limited

Raima

Manpower &

Consultancy

Services Private

Limited

IRB Kolhapur

Integrated Road

Development

Company

Private Limited

IRB Kolhapur

Integrated Road

Development

Company

Private Limited

IRB Kolhapur

Integrated Road

Development

Company

Private Limited

Maask

Entertainment

Private Limited

Rideema

Enterprises

Raima

Manpower &

Consultancy

Services Private

Limited

IRB Surat

Dahisar Tollway

Private Limited

Rideema Toll

Private Limited

IEPL Power

Trading

Company

Private Limited

MEP Toll Gates

Private Limited

IRB Surat

Dahisar Tollway

Private Limited

ATR

Infrastructure

Private Limited

IRB Surat

Dahisar Tollway

Private Limited

Altamount

Capital

Management

Private Limited

Maask

Entertainment

Private Limited

ATR

Infrastructure

Private Limited

Aryan Toll

Road Private

Limited

ATR

Infrastructure

Private Limited

Chitpavan

Foundation

Boogie Ventures

Private Limited

Aryan Toll

Road Private

Aryan

Hospitality

Aryan Toll

Road Private

311

Particulars 31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010

Limited Private Limited Limited

Chitpavan

Foundation

Aryan

Hospitality

Private Limited

Aryan

Instructure

Private Limited

Aryan

Hospitality

Private Limited

IEPL Power

Trading

Company

Private Limited

Aryan

Instructure

Private Limited

Aryan

Instructure

Private Limited

Altamount

Capital

Management

Private Limited

Raima Ventures

Private Limited

312

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XX : Restated standalone Statement of Related Party Transactions

Details of Transactions with Related Parties

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Income from Toll collection

Jan Transport - - - - 1,758.50

Virendra Builders - - - 178.65 -

D.S Enterprise 411.51 260.83 - 165.40 -

Road repairing charges

received

MEP Infrastructure Private

Limited

24.41 197.17 216.40 156.50 -

Expenses incurred on our

behalf

Ideal Toll & Infrastructure

Private Limited

- - - - 0.29

Jan Transport - 2.17 2.34 10.00 0.01

Rideema Enterprise - - - - 0.01

Raima Toll Road Private Limited 10.47 - - - -

MEP Highway Solutions Private

Limited

2.60 - - - -

Raima Manpower &

Consultancy Services Private

Limited

- 0.23 0.50 - -

IRB Infrastructure Developers

Limited

- - 0.02 - 0.21

Reimbursement made

Ideal Toll & Infrastructure

Private Limited

- - - - 0.80

Rideema Enterprise - - - - 1.03

IRB Infrastructure Developers

Limited

- - - 0.04 0.13

A.J.Tolls Private Limited - - - 1.12 -

Expenses incurred on behalf of

(reimbursement)

Ideal Toll & Infrastructure

Private Limited

38.49 0.01 0.38 - 0.06

Ideal Energy Projects Limited 0.69 1.94 0.83 2.21 1.52

IRB Infrastructure Developers

Limited

- - - 0.02 -

Baramati Tollways Private

Limited

10.38 - - - -

A.J.Tolls Private Limited 0.02 0.01 3.01 1.49 -

Jan Transport - - 0.05 - -

313

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

MEP Infrastructure Private

Limited

27.56 0.75 0.01 - -

Rideema Toll Bridge Private

Limited

6.25 - - - -

Rideema Toll Private Limited 0.01 - - - -

Raima Ventures Private Limited 2.85 0.02 - 1.25 -

MEP Hyderabad Bangalore Toll

Road Private Limited

8.19 - - - -

Maask Entertainment Private

Limited.

- 0.01 0.98 - -

MEP Chennai Bypass Toll Road

Private Limited

11.84 1.15 - - -

MEP IRDP Solapur Toll Road

Private Limited

12.14 0.01 - - -

Raima Toll Road Private Limited 0.01 - - - -

MEP Nagzari Toll Road Private

Limited

7.58 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

2.68 - - - -

MEP Una Bus Terminal Private

Limited

0.01 - - - -

VCR Toll Services Private

Limited

1.50 - - - -

Mr. D.P.Mhaiskar - 0.01 - - -

Reimbursement Received

Raima Ventures Private Limited - - 0.37 - -

Ideal Toll & Infrastructure

Private Limited

- - - 0.06 0.31

Loans given

Ideal Toll & Infrastructure

Private Limited

- 38.02 70.29 - 202.82

Anuya Enterprise - - - - 213.00

Jan Transport 25.09 - - 1,287.60 26.57

A.J.Tolls Private Limited 2.84 60.63 829.50 989.64 81.75

Rideema Toll Private Limited 617.11 20.00 2.81 907.77 -

IEPL Power Trading Company

Limited

- 40.58 1,404.59 314.76 -

Raima Ventures Private Limited - - - 3.84 -

MEP Infrastructure Private

Limited

109.10 - - 451.85 -

MEP Chennai Bypass Toll Road

Private Limited

54.21 86.73 - - -

Baramati Tollways Private

Limited

42.14 58.72 24.08 - -

Rideema Enterprise - 10.59 2.83 - -

Rideema Toll Bridge Private

Limited

721.25 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

217.67 - - - -

314

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Raima Toll Road Private Limited 160.31 - - - -

MEP Highway Solutions Private

Limited

35.61 - - - -

MEP Nagzari Toll Road Private

Limited

16.20 - - - -

MEP Solapur IRDP Toll Road

Private Limited

3.30 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

9.50 - - - -

MEP Hamirpur Bus Terminal

Private Limited

0.06 - - - -

MEP Una Bus Terminal Private

Limited

0.19 - - - -

Sudha Production - - 0.76 - -

Mrs. A.J.Mhaiskar - - 7.00 5.96 0.96

Mr. D.P.Mhaiskar - - 21.12 - -

Advances given

Ideal Toll & Infrastructure

Private Limited

275.00 - - - -

A J Tolls Private Limited 50.00 - - - -

Repayments of loans given

Ideal Toll & Infrastructure

Private Limited

- 108.68 - 7.81 201.65

Jan Transport 25.09 - 1,277.60 10.00 111.14

Rideema Toll Private Limited 104.89 - 989.25 39.85 37.98

A.J.Tolls Private Limited 45.83 97.48 1,646.88 174.69 98.61

IEPL Power Trading Company

Limited

- 55.93 1,623.30 80.71 -

Raima Ventures Private Limited - - - 3.84 -

Rideema Toll Bridge Private

Limited

622.01 - - - -

Rideema Enterprise 11.91 1.50 - - -

MEP Chennai Bypass Toll Road

Private Limited

91.71 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

65.24 - - - -

Raima Toll Road Private Limited 69.29 - - - -

Baramati Tollways Private

Limited

124.94 - - - -

MEP Infrastructure Private

Limited

52.30 - - 0.48 -

MEP Highway Solutions Private

Limited

35.61 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

9.50 - - - -

MEP Solapur IRDP Toll Road

Private Limited

3.74 - - - -

315

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

MEP Nagzari Toll Road Private

Limited

0.14 - - - -

Ideal Energy Projects Limited 0.63 - - - -

Anuya Enterprise - - - 213.00 -

Sudha Productions - 0.76 - - -

Mrs. A.J.Mhaiskar - 92.79 - 21.96 426.57

Mr. D.P.Mhaiskar - - 21.12 - -

Loans taken

Ideal Toll & Infrastructure

Private Limited

1,255.95 120.40 167.69 1,635.83 267.78

Ideal Infoware Private Limited - - - - 3.60

MEP Solapur IRDP Toll Road

Private Limited

5.49 - - - -

IEPL Power Trading Company

Private Limited

30.94 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

95.34 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

225.54 - - - -

Jan Transport - 12.78 - 30.52 11.93

Mr. D.P.Mhaiskar - - - - 26.00

Mr. J.D.Mhaiskar 625.09 149.00 2.50 - 15.50

Mrs. Anuya Mhaiskar 0.57 - - - -

Anuya Enterprise - - - 80.79 -

MEP Infrastructure Private

Limited

397.09 28.09 2,052.76 - -

Raima Ventures Private Limited 62.00 - - 11.93 -

Ideal Energy Projects Limited - - - - 36.00

Loans repaid during the year

Ideal Toll & Infrastructure

Private Limited

1,237.20 98.50 259.98 1,567.95 243.36

Anuya Enterprise - 19.79 15.00 46.00 1.65

Ideal Infoware Private Limited - - - - 5.59

Ideal Energy Projects Limited - - - - 36.00

Jan Transport - 18.79 24.51 - 11.93

Rideema Enterprise - - - - 3.78

MEP Solapur IRDP Toll Road

Private Limited

4.36 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

95.34 - - - -

IEPL Power Trading Company

Private Limited

30.94 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

1.06 - - - -

Mr. D.P.Mhaiskar - - - - 26.00

Mrs. Anuya Mhaiskar 0.57

Mr. J.D.Mhaiskar 626.39 151.51 1.28 - 29.44

316

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Raima Ventures Private Limited 15.86 - - - -

MEP Infrastructure Private

Limited

397.09 1,863.62 232.46 1.28 -

Advances received for

purchase of shares

Jan Transport - - 110.10 - -

Equity contribution made

Purchase of shares of MEP

Infrastructure Private Limited

42.73 - - 61.88 -

Purchase of shares of MEP

Hamripur Bus Terminal Private

Limited

9.45 - 0.10 - -

Purchase of shares of MEP Una

Bus Terminal Private Limited

6.40 - 0.10 - -

Purchase of shares of Ideal

Energy Projects Limited

- 30.00 468.76 90.00 -

Purchase of shares of MEP

Chennai Bypass Toll Road

Private Limited

39.90 0.10 - - -

Purchase of shares of MEP

Hyderabad Banglore Toll Road

Private Limited

- 0.05 - - -

Purchase of shares of MEP

Nagzari Toll Road Private

Limited

6.30 0.10 - - -

Purchase of shares of MEP IRDP

Solapur Toll Road Private

Limited

8.10 0.10 - - -

Purchase of shares of Rideema

Toll Bridge Private Limited

26.70 0.10 - - -

Purchase of shares of Raima Toll

Road Private Limited

69.90 0.10 - - -

Purchase of shares of Rideema

Toll Private Limited

138.74 - - - -

Purchase of shares of MEP

Highway Solutions Private

Limited

31.45 - - - -

Purchase of shares of MEP

RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

40.00 - - - -

Purchase of Shares of Raima

Manpower & Consultancy

Services Private Limited

- - 0.10 - -

Investment in shares of Raima

Ventures Private Limited from

Mrs. A.J.Mhaiskar - - - 0.03 -

Mr. J.D.Mhaiskar - - - 0.00 -

Ideal Toll & Infrastructure

Private Limited

- - - 0.07 -

317

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Raima Ventures Private Limited - - - 114.89 -

Investment of shares of

Rideema Toll Private Limited

from

Rideema Toll Private Limited - - - 110.10 -

Equity contribution sold

Jan Transport - - 558.76 - -

Mr. J D Mhaiskar - - 0.05 - -

Mrs. A.J.Mhaiskar - - 0.05 - -

Interest on loans given

Baramati Tollways Private

Limited

12.88 - - - -

Rideema Toll Bridge Private

Limited

20.62 - - - -

Rideema Toll Private Limited 21.88 - 118.54 18.74 -

MEP Infrastructure Private

Limited

0.46 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

13.86 - - - -

MEP Chennai Bypass Toll Road

Private Limited

9.78 - - - -

MEP Nagzari Toll Road Private

Limited

0.28 - - - -

Raima Toll Road Private Limited 10.79 - - - -

A J Tolls Private Limited - 2.79 112.77 19.38 -

Rideema Enterprises 0.66 0.65 - - -

IEPL Power Trading Company

Private Limited

- - - 7.06 -

Interest on loans taken

Raima Ventures Private Limited 2.92 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

0.31 - - - -

Share application money paid

as investments

MEP Infrastructure Private

Limited

453.38 - 102.75 - -

Rideema Toll Private Limited 40.58 - - - -

Ideal Toll & Infrastructure

Private Limited

- - 611.05 - -

Raima Manpower &

Consultancy Services Private

Limited

- - 0.10 - -

Baramati Tollways Private

Limited

- - 200.00 - -

MEP Hamirpur Bus Terminal

Private Limited

0.17 0.81 108.57 - -

318

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

MEP Una Bus Terminal Private

Limited

- 0.40 156.14 - -

A.J.Tolls Private Limited - - 600.00 - -

Rideema Toll Bridge Private

Limited

20.02 26.84 - - -

Raima Toll Road Private Limited 9.90 60.10 411.50 - -

MEP IRDP Solapur Toll Road

Private Limited

0.07 8.78 - - -

MEP Nagzari Toll Road Private

Limited

2.31 6.39 - - -

Ideal Energy Projects Limited 0.05 75.00 468.76 - -

MEP Toll Gates Private Limited 0.01 0.01 - - -

MEP Highway Solutions Private

Limited

131.35 0.01 - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

39.90 - - - -

MEP Projects Private Limited - 0.01 - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

- 80.49 - - -

MEP Chennai Bypass Toll Road

Private Limited

1.05 38.95 - - -

Ideal Hospitality Private Limited - 11.00 300.00 - -

Share Application money paid

as Investments returned back

A.J.Tolls Private Limited 98.94 501.06 - - -

MEP Una Bus Terminal Private

Limited

0.04 150.00 - - -

MEP Hamirpur Bus Terminal

Private Limited

- 100.00 - - -

Rideema Toll Private Limited - 400.00 - - -

Ideal Toll & Infrastructure

Private Limited

552.57 - - - -

MEP Highway Solutions Private

Limited

80.01 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

80.44 - - - -

MEP IRDP Solapur Toll Road

Private Limited

0.65 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

0.01 - - - -

Baramati Tollways Private

Limited

122.14 - - - -

MEP Nagzari Toll Road Private

Limited

2.30 - - - -

Ideal Hospitality Private Limited 102.00 - - - -

Ideal Energy Projects Limited 45.00 - - - -

Rideema Toll Bridge Private

Limited

20.06 - - - -

319

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Advances returned which were

received for Purchase of

Shares

Jan Transport - 110.10 - - -

Advances Taken

MEP Infrastructure Private

Limited

- 50.00 341.40 2,914.27 -

Raima Ventures Private Limited - 55.31 5.00 - -

Repayment of advances taken

MEP Infrastructure Private

Limited

21.27 2,944.31 183.58 156.50 -

Raima Ventures Private Limited 11.68 79.31 3.37 - -

Mobilization advance given

Jan Transport - - - 1,287.60 -

Mobilization advance given

adjusted against bills/repaid

Jan Transport - - 1,277.60 10.00 -

Share application money

received by the company/

Shares alloted

Mr. J.D.Mhaiskar - - 596.06 - -

Mrs. A.J.Mhaiskar - - 1.50 - -

Ideal Toll & Infrastructure

Private Limited

- - 1,534.84 - -

Mr. Dattatray. M. Mhaiskar - - 646.02 - -

Share application money

returned

Mrs. A.J.Mhaiskar - - 1.50 - -

Mr. J.D.Mhaiskar - - 596.06 - -

Mr. Dattatray. M. Mhaiskar - - 646.02 - -

Ideal Toll & Infrastructure

Private Limited

- - 1,534.84 - -

Managerial remuneration

Mr. Murzash Manekshana 24.00 7.50 - - -

Receipt of trade receivables

D S Enterprises 187.33 - - - -

Sale of Fixed Assets

320

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

MEP Nagzari Toll Road Private

Limited

- 0.91 - - -

MEP IRDP Solapur Toll Road

Private Limited

- 0.43 - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

4.78 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

2.26 - - - -

Guarantees given

MEP Solapur IRDP Toll Road

Private Limited

- 63.75 - - -

MEP Nagzari Toll Road Private

Limited

- 83.75 - - -

MEP Chennai Bypass Toll Road

Private Limited

- 694.00 - - -

MEP Infrastructure Private

Limited

- - 2,000.00 - -

Ideal Energy Projects Limited - - 520.00 - -

Raima Toll Road Private Limited 805.00 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

400.00 - - - -

Rideema Toll Bridge Private

Limited

2,488.00 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

836.00 - - - -

Related party balances as at

the year end

Loans given

Ideal Toll & Infrastructure

Private Limited

- 0.01 70.66 - 7.81

Jan Transport - - - 28.57 -

Anuya Enterprise - - - - 213.00

A.J.Tolls Private Limited - 40.18 77.30 894.31 79.36

Ideal Road Builders Private

Limited

- 5.03 5.03 5.03 5.03

Mrs. A.J.Mhaiskar - - 92.79 85.79 101.79

Mr. J.D.Mhaiskar - - 1.22 - -

Rideema Toll Private Limited 532.22 20.00 - 867.91 -

MEP Infrastructure Private

Limited (Quasi capital)

- - - 451.37 -

MEP Infrastructure Private

Limited

56.80 - - 38.14 -

Rideema Enterprise - 11.26 2.82 - -

IEPL Power Trading Company

Limited

- - 15.35 234.06 -

321

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

MEP Nagzari Toll Road Private

Limited

16.05 0.91 - - -

MEP IRDP Solapur Toll Road

Private Limited

- 0.44 - - -

MEP Chennai Bypass Toll Road

Private Limited

50.29 87.88 - - -

Baramati Tollways Private

Limited

- 82.80 24.08 - -

Ideal Energy Projects Limited 2.00 1.94 - 2.80 1.59

Maask Entertainment Private

Limited

- - 0.98 - -

Sudha Production - - 0.76 - -

MEP Hamirpur Bus Terminal

Private Limited

0.06 - - - -

MEP Una Bus Terminal Private

Limited

0.19 - - - -

Raima Toll Road Private Limited 91.02 - - - -

Rideema Toll Bridge Private

Limited

99.24 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

152.66 - - - -

Loans and advances taken

Ideal Toll & Infrastructure

Private Limited

40.65 21.90 - 92.30 24.42

MEP Infrastructure Private

Limited

- - - 15.23 -

Raima Ventures Private Limited - - - 11.93 -

Jan Transport - - 6.01 30.52 -

Ideal Road Builders Private

Limited

- - - 29.70 -

Anuya Enterprise - - 19.79 34.79 -

Mr. J.D.Mhaiskar - 1.30 - - -

MEP Solapur IRDP Toll Road

Private Limited

1.12 - - - -

Raima Ventures Private Limited 46.13 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

224.48 - - - -

Payables for services received

Jan Transport - - - - 0.63

Rideema Enterprise - - - 0.01 0.01

IRB Infrastructure Developers

Limited

- 0.14 0.14 0.12 0.15

Ideal Road Builders Private

Limited

- 0.08 0.08 0.08 0.08

Raima Manpower &

Consultancy Services Private

Limited

- - 0.01 - -

322

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Other current assets

Ideal Toll & Infrastructure

Private Limited

- - - 1.12 1.18

A.J.Tolls Private Limited - - - 0.37 -

Raima Ventures Private Limited - - - 1.25 -

Trade receivables

Virendra Builders - - - 140.08 -

D.S Enterprise 224.18 260.83 - 129.01 -

Jan Transport - 30.32 - 285.22

MEP Hyderabad Bangalore Toll

Road Private Limited

4.78 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

2.26 - - - -

MEP Infrastructure Private

Limited

- - 3.25 - -

Advances taken

Ideal Road Builders Private

Limited

- - - - 29.70

MEP Infrastructure Private

Limited

- 21.27 4,751.11 - -

Advances given to related

party

Raima Ventures Private Limited - 11.68 12.31 - -

Ideal Toll & Infrastructure

Private Limited

275.00 - - - -

A J Tolls Private Limited 50.00 - - - -

Advances recoverable in cash

or kind

Baramati Tollways Private

Limited

9.06 - - - -

Rideema Toll Bridge Private

Limited

3.69 - - - -

MEP Infrastructure Private

Limited

21.35 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

3.96 - - - -

MEP Chennai Bypass Toll Road

Private Limited

10.80 - - - -

MEP Nagzari Toll Road Private

Limited

7.50 - - - -

MEP IRDP Solapur Toll Road

Private Limited

11.64 - - - -

Raima Ventures Private Limited 1.46 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

2.45 - - - -

VCR Toll Services Private 1.48 - - - -

323

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Limited

Non-current investment

MEP Infrastructure Private

Limited

104.60 61.88 61.88 61.88 0.08

A.J.Tolls Private Limited 0.33 0.33 0.33 0.33 0.33

Raima Ventures Private Limited 114.99 114.99 114.99 114.99 -

Rideema Toll Private Limited 248.84 110.10 110.10 110.10 -

Ideal Energy Projects Limited - 30.00 - 90.00 -

MEP Una Bus Terminal Private

Limited

6.50 0.10 0.10 - -

MEP Hamirpur Bus Terminal

Private Limited

9.55 0.10 0.10 - -

MEP Chennai Bypass Toll Road

Private Limited

40.00 0.10 - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

0.05 0.05 - - -

Raima Toll Road Private Limited 70.00 0.10 - - -

MEP Nagzari Toll Road Private

Limited

6.40 0.10 - - -

MEP IRDP Solapur Toll Road

Private Limited

8.20 0.10 - - -

Rideema Toll Bridge Private

Limited

26.80 0.10 - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

40.00 - - - -

MEP Highway Solutions Private

Limited

31.45 - - - -

Advance against acquisition of

equity share

MEP Infrastructure Private

Limited

1,007.50 554.13 554.13 - -

A.J.Tolls Private Limited - 98.94 600.00 - -

Rideema Toll Private Limited 11.50 11.50 411.50 - -

Ideal Energy Projects Limited 0.05 45.00 - - -

Ideal Hospitality Private Limited 209.00 311.00 300.00 - -

MEP Una Bus Terminal Private

Limited

6.44 156.04 - -

MEP Hamirpur Bus Terminal

Private Limited

- 9.28 108.47 - -

Baramati Tollways Private

Limited

- 122.14 200.00 - -

MEP Nagzari Toll Road Private

Limited

- 6.29 - - -

MEP IRDP Solapur Toll Road

Private Limited

- 8.68 - - -

Raima Toll Road Private Limited - 60.00 - - -

MEP Toll Gates Private Limited 0.02 0.01 - - -

324

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

MEP Highway Solutions Private

Limited

20.00 0.01 - - -

MEP Projects Private Limited - 0.01 - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

- 80.44 - - -

MEP Chennai Bypass Toll Road

Private Limited

- 38.85 - - -

Rideema Toll Bridge Private

Limited

- 26.74 - - -

Ideal Toll & Infrastructure

Private Limited

58.48 611.05 611.05 - -

Mobilization advance given

Jan Transport - - - 1,277.60 -

Mobilization advance received

MEP Infrastructure Private

Limited

- - - 2,757.77 -

Managerial remuneration

payable

Mr. Murzash Manekshana 1.07 1.06 - - -

Payables for advance received

for purchase of shares

Jan Transport - - 110.10 - -

Interest receivable on loans

given

A J Tolls Private Limited - 2.79 - - -

Rideema Enterprises - 0.65 - - -

Baramati Tollways Private

Limited

7.54 - - - -

Rideema Toll Bridge Private

Limited

18.56 - - - -

MEP Infrastructure Private

Limited

0.41 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

12.47 - - - -

MEP Chennai Bypass Toll Road

Private Limited

8.80 - - - -

MEP Nagzari Toll Road Private

Limited

0.25 - - - -

Raima Toll Road Private Limited 9.72 - - - -

Rideema Toll Private Limited 19.46 - - - -

Interest payable on loans taken

Raima Ventures Private Limited 2.63 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

0.28 - - - -

325

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

MEP Projects Private Limited)

Other current liabilities

Raima Toll Road Private Limited 11.42 - - - -

MEP Highway Solutions Private

Limited

2.60 - - - -

Guarantees given

A.J.Tolls Private Limited - 242.31 242.31 - -

Raima Ventures Private Limited

For loan

1,500.00 1,500.00 1,500.00 - -

Baramati Tollways Private

Limited

594.10 594.10 594.10 - -

MEP Infrastructure Private

Limited

27,585.70 27,585.70 27,585.70 - -

Ideal Energy Projects Limited - 520.00 520.00 - -

Ideal Toll & Infrastructure

Private Limited

- 109.30 109.30 - -

MEP Solapur IRDP Toll Road

Private Limited

63.75 63.75 - - -

MEP Nagzari Toll Road Private

Limited

83.75 83.75 - - -

MEP Chennai Bypass Toll Road

Private Limited

694.00 694.00 - - -

Raima Toll Road Private Limited 805.00 - - - -

MEP RGSL Toll Bridge Private

Limited (earstwhile known as

MEP Projects Private Limited)

400.00 - - - -

Rideema Toll Bridge Private

Limited

2,488.00 - - - -

MEP Hyderabad Bangalore Toll

Road Private Limited

836.00 - - - -

326

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XXI- Restated Standalone Statement of Dividend

The Company has not paid any dividends in respect of the five years ended 31 March 2014, 2013, 2012, 2011

and 2010.

327

The Board of Directors

MEP Infrastructure Developers Limited

(formerly, MEP Infrastructure Developers Private Limited)

A-412, Boomerang,

Chandivli Farm Road,

Near Chandivli Studio,

Mumbai – 400 072

Dear Sirs,

1. We have the examined the attached Restated Consolidated Financial Information of MEP

Infrastructure Developers Limited (formerly, MEP Infrastructure Developers Private Limited) (‘the

Company’ and/or ‘the Group’) as approved by the Board of Directors of the Company, prepared in terms

of the requirements of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (‘the Act’)

and/or Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of

Securities) Rules, 2014, to the extent applicable, read with the general circular 15/2013 dated 13

September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,

2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations 2009, as amended from time to time (‘SEBI Regulations’), the Guidance note on “Reports

in Company’s Prospectus (Revised)” issued by the Institute of Chartered Accountants of India (‘ICAI’),

to the extent applicable (‘Guidance Note’) and in terms of our engagement agreed upon with you in

accordance with our engagement letter dated 30 July 2013 and our addendum to the engagement letter

dated 20 August 2014 in connection with the proposed issue of equity shares of the Company.

This Restated Consolidated Financial Information has been extracted by the Management from the

Company’s consolidated financial statements, for the years ended 31 March 2014; 31 March 2013; 31

March 2012; 31 March 2011 and 31 March 2010. The audit of the Company’s consolidated financial

statements for the years ended 31 March 2012; 31 March 2011 and 31 March 2010 was conducted by

one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants and B S R and Co,

Chartered Accountants have placed reliance on the consolidated financial statements audited by them

and the financial report included for these years are based solely on the reports submitted by them. 2. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act and/or

Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of

Securities) Rules, 2014, to the extent applicable, the SEBI Regulations; and the (Revised) Guidance

Note on Reports in Company Prospectus issued by the Institute of Chartered Accountants of India

(‘ICAI’), as amended from time to time; and in terms of our engagement agreed with you, we further

report that:

(a) The Restated Consolidated Summary Statement of Assets and Liabilities of the Company as at 31

March 2014; 31 March 2013; 31 March 2012; 31 March 2011 and 31 March 2010 examined by

us, as set out in Annexure I to this report read with the significant accounting policies in

Annexure IVC are after making adjustments and regroupings as in our opinion were appropriate

and more fully described in ‘Notes on adjustments for consolidated restated financial statements,

as restated under Indian GAAP’ (Refer Annexure IV). For the financial years ended 31 March

2012; 31 March 2011 and 31 March 2010 reliance has been placed by B S R and Co, Chartered

Accountants on the consolidated financial statements audited by, Parikh Joshi & Kothare,

Chartered Accountants, one of the joint auditors.

(b) The Restated Consolidated Summary Statement of Profit and Loss of the Company, and the

Restated Consolidated Summary Statement of Cash Flows of the Company for the years ended 31

March 2014; 31 March 2013; 31 March 2012; 31 March 2011 and 31 March 2010 examined by

us, as set out in Annexures II and III respectively to this report read with the significant

accounting policies in Annexure IVC are after making adjustments and regroupings as in our

opinion were appropriate and more fully described in ‘Notes on adjustments for consolidated

restated financial statements, as restated under Indian GAAP’ (Refer Annexure IV). For the

328

financial years ended 31 March 2012; 31 March 2011 and 31 March 2010 reliance has been

placed by B S R and Co, Chartered Accountants on the consolidated financial statements audited

by, Parikh Joshi & Kothare, Chartered Accountants, one of the joint auditors.

(c) The Restated Consolidated Financial Information, as approved by the Company’s Board of

Directors on 19 September 2014, were prepared by the Company’s management from the audited

financial statements of the Company and its subsidiaries as at and for the year ended 31 March

2014, 31 March 2013, 31 March 2012, 31 March 2011 and 31 March 2010 which were audited by

the following auditors:

Financial Year Name of the auditor(s)

31 March 2014

MEP Infrastructure Developers Private

Limited (refer Note 1 below)

B S R and Co and Parikh Joshi & Kothare,

Joint Auditors

MEP Infrastructure Private Limited B S R and Co and Parikh Joshi & Kothare,

Joint Auditors

Raima Ventures Private Limited B S R and Co and Parikh Joshi & Kothare,

Joint Auditors

MEP Hamirpur Bus Terminal Private

Limited

Parikh Joshi & Kothare

MEP Una Bus Terminal Private Limited Parikh Joshi & Kothare

Rideema Toll Private Limited Parikh Joshi & Kothare

Baramati Tollways Private Limited Parikh Joshi & Kothare

Rideema Toll Bridge Private Limited Parikh Joshi & Kothare

MEP Nagzari Toll Road Private Limited Parikh Joshi & Kothare

MEP IRDP Solapur Toll Road Private

Limited

Parikh Joshi & Kothare

MEP Hyderabad Bangalore Toll Road

Private Limited

Parikh Joshi & Kothare

Raima Toll Road Private Limited Parikh Joshi & Kothare

MEP Chennai Bypass Toll Road Private

Limited

Parikh Joshi & Kothare

MEP Highway Solutions Private Limited Parikh Joshi & Kothare

MEP RGSL Toll Bridge Private Limited Parikh Joshi & Kothare

31 March 2013

MEP Infrastructure Developers Private

Limited (refer Note 1 below)

B S R and Co and Parikh Joshi & Kothare,

Joint Auditors

MEP Infrastructure Private Limited B S R and Co and Parikh Joshi & Kothare,

Joint Auditors

Raima Ventures Private Limited B S R and Co and Parikh Joshi & Kothare,

Joint Auditors

MEP Hamirpur Bus Terminal Private

Limited

Parikh Joshi & Kothare

MEP Una Bus Terminal Private Limited Parikh Joshi & Kothare

Rideema Toll Private Limited Parikh Joshi & Kothare

Baramati Tollways Private Limited Parikh Joshi & Kothare

Rideema Toll Bridge Private Limited Parikh Joshi & Kothare

MEP Nagzari Toll Road Private Limited Parikh Joshi & Kothare

MEP IRDP Solapur Toll Road Private

Limited

Parikh Joshi & Kothare

MEP Hyderabad Bangalore Toll Road

Private Limited

Parikh Joshi & Kothare

329

Raima Toll Road Private Limited Parikh Joshi & Kothare

MEP Chennai Bypass Toll Road Private

Limited

Parikh Joshi & Kothare

31 March 2012

MEP Infrastructure Developers Private

Limited (refer Note 1 below)

Parikh Joshi & Kothare

MEP Infrastructure Private Limited Parikh Joshi & Kothare

Raima Ventures Private Limited Parikh Joshi & Kothare

MEP Hamirpur Bus Terminal Private

Limited

Parikh Joshi & Kothare

MEP Una Bus Terminal Private Limited Parikh Joshi & Kothare

Rideema Toll Private Limited Parikh Joshi & Kothare

Baramati Tollways Private Limited Parikh Joshi & Kothare

31 March 2011

MEP Toll Road Private Limited

(refer Note 1 below)

Parikh Joshi & Kothare

MEP Infrastructure Private Limited Parikh Joshi & Kothare

Raima Ventures Private Limited Parikh Joshi & Kothare

Rideema Toll Private Limited Parikh Joshi & Kothare

Baramati Tollways Private Limited Shah Baxi & Associates

31 March 2010

MEP Toll Road Private Limited

(refer Note 1 below)

Parikh Joshi & Kothare

MEP Infrastructure Private Limited Parikh Joshi & Kothare

Note 1: MEP Infrastructure Developers Private Limited has now been converted into a public

limited company vide fresh certificate of incorporation dated 08 September 2014. The entity was

earlier known as MEP Toll Road Private Limited.

3. Based on the above and also as per the reliance placed on the consolidated financial statements audited

by one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants, for the financial years

ended 31 March 2012; 31 March 2011 and 31 March 2010, we are of the opinion that the Restated

Consolidated Financial Information:

i. have been made after incorporating adjustments for the changes in accounting policies

retrospectively in respective financial years to reflect the same accounting treatment as per the

changed accounting policy for all the reporting years based on the policies adopted by the Group

as on 31 March 2014;

ii. have been made after incorporating adjustments for the prior period and other material amounts

in the respective financial years to which they relate;

iii. do not contain any extra-ordinary items that need to be disclosed separately in the accounts

and do not contain any qualifications requiring adjustments.

Other remarks/comments in the Auditors’ report/annexure to the Auditors report’ on the financial

statements of the Company and its subsidiaries for the years ended 31 March 2014, 31 March 2013, 31

March 2012, 31 March 2011 and 31 March 2010 which do not require any corrective adjustment in the

financial information are mentioned in Clause 5 Non-adjusting items under Annexure IVB. 4. We have also examined the following Restated Consolidated Financial Information of the Company and

its subsidiaries set out in the Annexures, proposed to be included in the offer documents, prepared by

the management and approved by the Board of Directors for the years ended 31 March 2014; 31

March 2013; 31 March 2012; 31 March 2011 and 31 March 2010. In respect of the financial years

330

ended 31 March 2012; 31 March 2011 and 31 March 2010, these information have been included based

upon the reports submitted by one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants,

and relied upon by us.

i. Restated Consolidated Statement of Reserves and Surplus, enclosed as Annexure V

ii. Restated Consolidated Statement of Non-Current Investments, enclosed as Annexure VI

iii. Restated Consolidated Statement of Current Investments, enclosed as Annexure VII

iv. Restated Consolidated Statement of Trade Receivables, enclosed as Annexure VIII

v. Restated Consolidated Statement of Long-term Loans and Advances and Other Non-Current

Assets, enclosed as Annexure IX

vi. Restated Consolidated Statement of Short-term Loans and Advances and Other Current Assets,

enclosed as Annexure X

vii. Restated Consolidated Statement of Long-term borrowings, enclosed as Annexure XI

viii. Restated Consolidated Statement of Long-term Provisions, enclosed as Annexure XII

ix. Restated Consolidated Statement of Short-term Borrowings, Trade Payables, Other Current

Liabilities and Short-term Provisions, enclosed as Annexure XIII

x. Restated Consolidated Statement of Income and Expenses, enclosed as Annexure XIV

xi. Restated Consolidated Statement of Other Income, enclosed as Annexure XV

xii. Restated Consolidated Statement Contingent Liabilities, enclosed as Annexure XVI

xiii. Restated Consolidated Statement of Dividend, enclosed as Annexure XVII

xiv. Restated Consolidated Statement of Accounting Ratios, enclosed as Annexure XVIII

xv. Capitalisation Statement, enclosed as Annexure XIX

xvi. Restated Consolidated Statement of Related Party Transactions, enclosed as Annexure XX

5. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit

reports issued by us or by other firm of Chartered Accountants, nor should this report be construed as an

opinion on any of the consolidated financial statements referred to herein.

6. We have no responsibility to update our report for events and circumstances occurring after the date of

the report.

7. In our opinion, the above financial information contained in Annexures I to XX accompanying this

report read along with the Significant Accounting Policies, Changes in Significant Accounting Policies

and Notes (Refer Annexure IVC) are prepared after making adjustments and regroupings as considered

appropriate and have been prepared in accordance with Paragraph B, Part II of Schedule II of the Act

and/or Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of

Securities) Rules, 2014, to the extent applicable, SEBI Regulations and the Guidance Note issued in this

regard by the ICAI, as amended from time to time and in terms of our engagement as agreed with you.

8. Our report is intended solely for use of the management for inclusion in the offer document in

connection with the proposed issue of equity shares of the Company. Our report should not be used,

referred to or distributed for any other purpose except with our prior consent in writing.

For B S R and Co

Chartered Accountants

Firm Registration No: 128510W

For Parikh Joshi & Kothare

Chartered Accountants

Firm Registration No:

107547W

Vijay Mathur

Partner

Membership No: 046476

19 September 2014

Mumbai

Yatin R. Vyavaharkar

Partner

Membership No: 033915

19 September 2014

Mumbai

331

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure I - Restated Consolidated Summary Statement of Assets and Liabilities

(Rs. in million)

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Equity & Liabilities

(1) Shareholder's funds

(a) Share capital 1,000.00 1,000.00 1,000.00 112.50 112.50

(b) Reserves and surplus (1,821.22) (1,167.96) (543.14) 7.93 860.76

(2) Share application money - 453.38 453.38 - -

(3) Minority Interest 8.59 0.01 0.01 53.71 -

(4) Non-current liabilities

(a) Long-term borrowings 28,662.62 29,128.01 29,863.62 26,422.39 -

(b) Deferred tax liabilities - - - 49.34 -

(c) Long-term provisions 14.57 11.50 8.57 5.52 2.14

(d) Other long-term liabilities 1,566.00 1.83 - - -

(5) Current liabilities

(a) Short-term borrowings 1,386.78 388.42 448.79 1,260.92 1,131.67

(b) Trade payables 1,464.99 222.07 241.07 93.31 8.40

(c) Other current liabilities 3,115.41 2,842.91 1,675.02 5,487.75 180.65

(d) Short-term provisions 3.41 2.72 1.78 1.09 0.79

Total 35,401.15 32,882.89 33,149.10 33,494.46 2,296.91

Assets

(6) Non-current assets

(a) Fixed assets 23,751.39 21,512.20 22,073.55 22,543.31 16.99

(b) Non-current investments 6.27 30.42 0.37 940.37 0.37

(c) Deferred tax assets (net) 755.99 490.75 122.60 - 1.15

(d) Long-term loans and advances 7,520.39 7,027.34 2,660.14 2,135.31 52.65

(e) Other non-current assets 219.46 263.47 753.08 755.54 -

(7) Current assets

(a) Current investments 0.01 0.01 27.79 3.57 2.00

(b) Trade receivables 287.47 384.02 44.87 284.97 285.22

(c) Cash and bank balances 1,622.62 1,538.95 823.82 607.82 203.34

(d) Short-term loans and advances 916.94 1,578.92 6,519.20 6,205.60 1,734.29

(e) Other current assets 320.61 56.81 123.68 17.97 0.90

Total 35,401.15 32,882.89 33,149.10 33,494.46 2,296.91

332

Note

The above statement should be read with the notes on adjustments for restated consolidated summary

Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies as

appearing in Annexure IV A, IV B & IV C.

333

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure II - Restated Consolidated Summary Statement of Profit and Losses

(Rs. in million)

Particulars For the years ended

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

A Income

Revenue from operations 11,979.05 12,800.27 10,801.12 4,493.82 3,283.13

Other income 422.29 220.38 564.90 141.98 8.16

Total revenue 12,401.34 13,020.65 11,366.02 4,635.80 3,291.29

B Expenses

Operating and maintenance expenses 8,015.33 8,332.87 6,678.96 3,214.87 3,126.64

Employee benefits 498.58 525.21 412.87 153.81 59.56

Depreciation, amortisation and

impairment

1,264.30 989.66 946.87 386.62 4.68

Finance costs 3,797.08 3,765.04 3,765.88 1,298.62 53.36

Other expenses 257.80 293.66 219.39 351.41 42.14

Total expenses 13,833.09 13,906.43 12,023.97 5,405.33 3,286.38

Restated (loss) / profit before tax (1,431.75

)

(885.79) (657.95) (769.53) 4.91

Tax expense

Current tax 30.13 107.27 118.73 85.99 17.40

Deferred tax (credit)/charge (265.24) (368.18) (171.92) 50.08 0.24

Restated (loss)/profit before minority

interest

(1,196.64

)

(624.88) (604.77) (905.60) (12.73)

(Profit)/loss attributable to Minority

Shareholders

(8.53) 0.06 53.70 52.77 0.02

Pre-acquisition profit/loss adjustment 29.81 - - - -

Restated loss for the year (1,175.36

)

(624.82) (551.07) (852.83) (12.71)

Note

The above statement should be read with the notes on adjustments for restated consolidated summary

Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies as

appearing in Annexure IV A, IV B & IV C.

334

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure III - Restated Consolidated Summary Statement of Cash Flows

(Rs. in million)

Particulars For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

A. Cash flows from operating

activities

Restated (loss)/ profit before tax (1,431.75) (885.79) (657.95) (769.53) 4.91

Non cash adjustments to reconcile

profit before tax to net cash flows

Depreciation, amortisation and

impairment

1,264.30 989.66 946.87 386.62 4.68

Interest income (247.70) (205.96) (563.10) (140.94) (8.14)

Loss on fixed assets written off 3.05 1.08 0.96 - -

Provision for wealth tax 0.28 0.04 0.12 0.10 0.11

Profit on sale of mutual fund (0.02) (0.26) (1.22) - -

Finance cost 3,797.08 3,765.04 3,765.88 1,298.62 53.36

Dividend income (0.10) (0.86) (0.43) (0.97) -

Preliminary expenses written off - 0.04 2.32 0.46 -

Provisions no longer required written

back

(1.67) - - - -

Write back of sundry creditors - (0.10) - - -

Operating profit before working

capital changes

3,383.47 3,662.89 3,493.45 774.36 54.92

Adjustments for movements in

working capital

(Increase)/ Decrease in loans and

advances

10.13 415.94 (824.76) (6,346.45) (882.50)

(Increase)/ Decrease in trade

receivables

96.55 (339.15) 240.10 6.69 (230.51)

Increase/ (Decrease) in trade payables 1,246.49 40.49 147.63 36.23 (66.80)

Increase/ (Decrease) in provisions 6.61 3.84 3.61 3.57 0.46

Increase/ (Decrease) in other current

liabilities

142.47 528.26 129.57 214.73 10.40

(Increase)/ Decrease in other current

assets

(103.94) - 4.73 1.82 -

Cash flows from operations 4,781.78 4,312.27 3,194.33 (5,309.05) (1,114.03)

Income taxes (paid)/refunded

(86.09) 0.89 (132.23) (241.69) (85.27)

Net cash generated from /(used in)

operating activities (A)

4,695.69 4,313.16 3,062.10 (5,550.74) (1,199.30)

B. Cash flows from investing

activities

Purchase of fixed assets (160.13) (430.55) (481.75) (36.99) (2.45)

Proceeds from sale of fixed assets 1.60 - 3.70 - -

Purchase of intangible assets (567.03) - - (22,808.54) -

Purchase of non-current investments (106.05) (0.05) - (940.00) -

Sale of non-current investments 30.00 - 940.00 - -

335

Particulars For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Purchase of current investments - - - (3.57) -

Purchase of mutual funds - (549.50) (2,379.62) - -

Proceeds from sale of mutual funds 101.22 577.55 2,356.61 2.00 -

Purchase of fixed deposits (1,151.50) (543.21) (327.65) (1,324.43) (80.01)

Redemption / maturity of fixed deposits 1,302.67 315.64 248.25 437.31 60.00

Proceeds from investment in

enterprises over which significant

influence is exercised by key

managerial personnel

- - - - 132.82

Investment in enterprises over which

significant influence is exercised by

key managerial personnel

(1.00) (30.00) - (11.52) -

Dividend received on mutual

fund/shares

0.10 0.86 0.43 0.97 -

Interest received 71.85 273.79 460.30 111.98 7.52

Net cash generated from /(used in)

investing activities (B)

(478.27) (385.47) 820.27 (24,572.79) 117.88

C. Cash flows from financing

activities

Share application money

received/(paid)

(1,244.36) - 453.38 - -

Proceeds from issue of shares - 0.06 887.50 50.64 0.02

Proceeds from borrowings 3,838.07 7,570.84 11,719.65 32,872.53 1,191.60

Repayment of borrowings (3,054.26) (8,183.80) (12,971.20) (1,406.82) -

Preliminary / share issue expenses paid - (0.04) (7.05) (4.10) -

Finance cost paid (3,504.49) (3,315.82) (3,827.52) (1,128.31) (40.31)

Net cash generated from/(used in)

financing activities ( C)

(3,965.04) (3,928.76) (3,745.24) 30,383.94 1,151.31

Net (decrease)/increase in cash and

cash equivalents ( A + B + C )

252.38 (1.08) 137.13 260.41 69.89

Cash and cash equivalents at the

beginning of the year

511.75 512.83 375.70 114.69 44.80

Cash and cash equivalents acquired

during purchase of subsidiaries

- - - 0.60 -

Total cash and cash equivalents at

the end of the year

764.13 511.75 512.83 375.70 114.69

Notes

Components of cash and cash

equivalents

For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Cash on hand 446.89 418.53 357.28 157.69 103.87

Balance with banks

- Current accounts 315.06 93.22 155.55 218.01 10.82

Deposits with banks (with

original maturity of 3 months

or less)

2.18 - - - -

336

Components of cash and cash

equivalents

For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Total 764.13 511.75 512.83 375.70 114.69

1) The above statement should be read with the notes on adjustments for restated consolidated summary

Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies

as appearing in Annexure IV A, IV B & IV C.

2) The cash flow statements has been prepared under the indirect method as set out in Accounting Standard -

3 ('AS-3') on cash flow statements prescribed in Companies (Accounting Standard) Rules, 2006.

337

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Notes on adjustments for consolidated restated financial statements, as restated under Indian GAAP

Annexure IV A - Notes on Material Adjustments

The summary of results of restatement made in the audited consolidated financials statements for the respective

years and its impact on the profit/ (loss) of the Company is as follows:

(Rs. in million)

Particulars For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

(A) Net Profit/(loss) as per audited

consolidated financial statements

(1,291.81) 412.01 (1,377.97) (1,006.06) 3.21

Adjustments due to changes in

accounting policies

(Decrease)/Increase in revenue due to

change in amortization method - (1,042.37) 717.38 323.78 -

Other adjustments - - - - -

Increase/ (decrease) in revenue due to

prior period depreciation on office

premises

- 0.14 (0.03) (0.02) (0.02)

Add/Less: (provision

created)/provisions no longer required

written back

(10.63) (22.63) 2.25 7.85 1.86

Add/(less): Sundry balances written off 92.25 - (5.00) - -

Add/(less) : Compensated absences

(written off)

(0.09) 0.09 - - -

Add/(less) : Share issue expenses

written back/(written off)

- 8.37 (4.73) (1.82) -

Add/(less): gratuity liability - - 6.18 (3.57) (0.46)

Add/(less): prior year expenses 9.88 (6.04) (3.84) 0.01 (0.01)

(B) Total adjustments 91.41 (1,062.44) 712.21 326.23 1.37

(C) Tax excess / (short) provisions (1.92) 152.42 (27.05) (84.85) (16.84)

(D) Deferred tax impact of

adjustments

(5.30) 329.68 (222.86) (101.44) (0.47)

(E) Deferred tax restatement 6.44 (448.70) 390.73 51.92 -

(F) Change in minority interest due to

adjustments

(12.99) (7.79) (26.13) 0.18 0.02

(G) Change in goodwill impairment

due to adjustments

38.81 - - (38.81) -

Restated (loss)/ profit for the period /

years(A+B+C+D)

(1,175.36) (624.82) (551.07) (852.83) (12.71)

Notes:

1) The above statement should be read with the notes on adjustments for restated consolidated summary

Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies

as appearing in Annexure IV B & IV C.

338

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure IVB

1. Presentation and disclosure of financial statements

During the year ended 31 March 2012, the Revised Schedule VI notified under the Act, had become

applicable to the Company, for preparation and presentation of its financial statements. Accordingly,

the Company has prepared the financial statements for the year ended 31 March 2012 onwards in

accordance with Revised Schedule VI of the Act. The adoption of Revised Schedule VI of the Act does

not impact recognition and measurement principles followed for preparation of financial statements.

However, it has significant impact on presentation and disclosures made in the financial statements.

The Company has also reclassified the figures for the years ended 31 March 2011 and 2010 in

accordance with the requirements of Revised Schedule VI of the Act, to the extent possible.

2. Other adjustments

(a) Gratuity

Provisions related to gratuity has been provided for in the restated consolidated financial

statements for the financial years ended 31 March 2011 and 2010 as required under

'Accounting Standard 15' on 'Employee Benefits (Revised 2005)'. The provisions are based on

the actuarial valuation report provided by a registered actuary. The provision were not made

in the audited financial statements for years ended 31 March 2011 and 2010 and accordingly,

this adjustment has been recorded in the restated consolidated financial statements of the

respective years.

(b) Depreciation & amortization

In the audited financial statements for the years ended 31 March 2012, 2011 and 2010,

depreciation was not provided on the office premises. During the year ended 31 March 2013,

the Company charged depreciation on the office premises with retrospective effect and this

adjustment has been recorded in the restated financial statements of the respective years.

In the audited financial statements for the years ended 31 March 2012 and 2011 the Company

amortised its toll collection rights on a straight line basis over the period the Concession

Agreement. Pursuant to the amendment, in relation to the amortisation of intangible assets

created under Build, Operate and Transfer; Build, Own, Operate and other form of Public

Private Partnership ('PPP') route, the toll collection rights are amortised by the Company over

the concession period, using the revenue based amortisation as prescribed in Schedule XIV

(as amended) to the Act.

(c) Provisions no longer required written back

During the year ended 31 March 2014 and 2013, the Company had written-back sundry

creditors and salaries and wages outstanding which were no longer required to be paid. The

Company, on restatement, has written-back the sundry creditors and salaries and wages in the

respective years in which they were provided for.

(d) Sundry balances written off

During the year ended 31 March 2014, the Company had written off sundry balances of Rs.

92.25 millions. The Company on restatement wrote off the sundry balances in the respective

financial years.

339

(e) Prior period expenses/income

During the years ended 31 March 2014, 2013 and 2010, the Company had recognised

expenses which pertained to the previous years. The Company, on restatement, has recorded

the expenses in the financial statements of the respective years.

(f) Share issue expenses

During the years ended 31 March 2012 and 2011, the Company had not written off share issue

expenses which pertained to the respective years. The Company, on restatement, has recorded

the expenses in the financial statements of the respective years.

(g) Compensated absences

During the years ended 31 March 2013 the Company had recognised compensated absences

expenditure. During the year ended 31 March 2014 the company withdrew the compensated

absences policy and hence on restatement has written back the expense of the previous year.

(h) Income tax adjustments for earlier years

The Company was served a notice under Section 153 A of the Income Tax Act, 1961 by the

Income tax department on 9 December 2011. The aforesaid dispute pertaining to earlier years

was settled by the Company with Settlement Commission on 9 July 2013. The Company, on

restatement, has recorded the tax expenses in the financial statements of the respective years.

(i) Deferred tax restatement

MEP Infrastructure Private Limited

In the audited financial statements for the years ended 31 March 2012 and 2011, deferred tax

assets were not recognised. During the year ended 31 March 2013, the Company recognised

deferred tax asset for the previous years. The Company, on restatement, has recorded the

deferred tax assets in the financial statements of the respective years.

Rideema Toll Private Limited

During the financial year ended 31 March 2011, 2010 and for the earlier financial years the

Company had recognised deferred tax assets. Due to insufficient tax profits the Company has

derecognised deferred tax assets during the financial year ended 31 March 2014. The

Company, on restatement, has derecognised the deferred tax assets in the financial statements

of the respective years.

MEP Nagzari Toll Road Private Limited

During the financial year ended 31 March 2013, the Company had recognised deferred tax

assets. Due to insufficient tax profits the Company has derecognised deferred tax assets

during the financial year ended 31 March 2014. The Company, on restatement, has

derecognised the deferred tax assets in the financial statements for the year ended 31 March

2014.

3. Material regroupings

Appropriate adjustments have been made in the restated consolidated summary statements of Assets

and Liabilities, Profits and Losses and Cash flows, wherever required, by reclassification of the

corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the

regroupings as per the audited consolidated financials of the Company for year ended 31 March 2014,

prepared in accordance with Revised Schedule VI, and the requirements of the Securities and

Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2009 (as

340

amended).

4. Restatement adjustments made in the audited opening balance figures in the net surplus in the

Statement of Profit and Loss for the fiscal 2009

Particulars Rs. in million

(A) Net surplus in Statement of Profit and Loss as at 1 April 2009 as per audited

consolidated financial statements

891.53

Adjustments:

Sundry balances W/off (21.31)

Provisions no longer required written back 21.30

Depreciation on premises (0.07)

Gratuity liability (2.16)

(B) Total adjustments (2.24)

(C) Under-provision of income tax (16.58)

(D) Deferred tax impact on adjustments 0.76

Net surplus in the Statement of Profit and Loss as at 1 April 2009 (as restated) 873.47

5. Non - adjusting items

In addition to the audit opinion on the financial statements, the auditors are required to comment upon

the matters included in the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central

Government of India under sub section (4A) of Section 227 of the Act. Certain statements/comments

included in audit opinion on the financial statements and CARO, which do not require any adjustments

in the restated summary financial information are reproduced below in respect of the financial

statements presented:

(a) Financial year ended 31 March 2014

MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated

standalone financial information)

MEP Infrastructure Private Limited

Clause (ix)(a) of the CARO

According to the information and explanations given to us and, on the basis of our

examination of the records of the Company, the Company is generally regular in depositing

with the appropriate authorities undisputed statutory dues including Provident fund,

Employee’s State Insurance, Income-tax and other material statutory dues though there have

been slight delays in few cases in depositing Provident Fund, Employees’ State Insurance and

Income-tax dues. However, there are major delays in few cases in depositing Service tax dues

though the amounts involved are not material, and there are major delays in few cases in

depositing Income-tax dues where the amounts involved are material, and the said amounts

have been subsequently paid. As explained to us, the Company did not have any dues on

account of Investor Education and Protection Fund. According to the information and

explanations given to us, dues on account of Wealth tax, Excise duty, Customs duty, Sales-tax

and Cess are not applicable to the Company.

Clause (xi) of the CARO

According to the information and explanations given to us, the Company has not defaulted in

repayment of dues to its bankers, except for repayment of principal dues ranging from Rs 0.03

million to Rs 0.04 million and for interest on loans ranging from Rs 0.36 million to Rs 88.73

million due to financial institutions which were overdue for a period ranging from 1 day to

182 days and for interest on loan ranging from Rs 31.99 million to Rs 51.19 million due to a

bank which is overdue for a period ranging from 14 days to 89 days. The amounts as

341

mentioned above have been repaid on various dates during the year as well as subsequent to

the date of the Balance Sheet.

Raima Ventures Private Limited

Clause (ix) (a) of the CARO

According to the information and explanations given to us and, on the basis of our

examination of the records of the Company, the Company is generally regular in depositing

with the appropriate authorities undisputed statutory dues including Provident fund,

Employee’s State Insurance, Income-tax, and other material statutory dues though there have

been slight delays in few cases in depositing Provident Fund, Employees’ State Insurance

dues and Income-tax dues. However, there are major delays in few cases in depositing Service

tax though the amounts involved are not material, and there are major delays in few cases in

depositing Income-tax dues where the amounts involved are material, and the said amounts

have been subsequently deposited. As explained to us, the Company did not have any dues on

account of Investor Education and Protection Fund. According to the information and

explanations given to us, dues on account of Wealth tax, Excise duty, Customs duty, Sales-tax

and Cess are not applicable to the Company.

Clause (xi) of the CARO

According to the information and explanations given to us, the Company has not defaulted in

repayment of dues to its financial institution, except for principal amount of loan of Rs 56.23

million and for interest on loan ranging from Rs 2.61 million to Rs 3.94 million due to the

financial institution which is overdue for a period ranging from 1 day to 59 days. The

amounts as mentioned above have been repaid on various dates during the year.

Rideema Toll Bridge Private Limited

Clause (xi) of the CARO

According to the information and explanations given to us, the company has not defaulted in

repayment of dues to financial institutions or banks except slight delay in repayment of

principal amount of loan; however the company has paid pending dues subsequent to the

balance sheet date.

Baramati Tollways Private Limited

Clause (xi) of the CARO

According to the information and explanations given to us, the company has not defaulted in

repayment of dues to financial institutions or banks except for principal and interest for

period January 2014 to March 2014 due to bank Rs.2.00 million and Rs.17.31 million

respectively. The period of delay for the said loans 2 months. The Company has repaid the

same subsequent to the Balance Sheet date.

MEP Nagzari Toll Road Private Limited

Clause (xi) of the CARO

According to the information and explanations given to us, the company has not defaulted in

repayment of dues to financial institutions or banks except for repayment of interest and

principal due to bank Rs.0.64 million and Rs.2.06 million respectively. The period of delay for

the said loans and interest ranges from 2 days to 43 days. The Company has repaid interest

due Rs.0.64 million and principal outstanding Rs.2.06 million subsequent to the Balance

Sheet date.

342

Rideema Toll Private Limited

Clause (ix) (b) of the CARO

According to the records of the Company, the dues of Sales Tax, Income-Tax, Customs,

Wealth-Tax, Service Tax, Excise Duty, Cess, which have not been deposited on account of

disputes and the Forum where the dispute is pending is as under:

Nature of

Statue

Year Nature of the Dues

Pending

Amount Forum Where Dispute

is Pending (Rs in

million)

Income Tax Act,

1961

AY

2008-09

Income Tax Demand 0.14 million ITAT

MEP Hyderabad Bangalore Toll Road Private Limited

Emphasis of Matter

We draw attention to note no 16 (a) of the Standalone Financial Statements where it is

mentioned that the Company has lodged claims of Rs 92.92 millions with National Highways

Authority of India (NHAI) on an estimated basis. The Company has recognised claim

receivable in financials and has disclosed the same under “Other Income” and claim

receivable under “Other Current Assets”. Our opinion is not qualified in respect of this matter.

Raima Toll Road Private Limited

Emphasis of Matter

We draw attention to note no 16 (a) of the Standalone Financial Statements where it is

mentioned that the Company has lodged claims of Rs 77.44 million with National Highways

Authority of India (NHAI) on an estimated basis. The Company has recognised claim

receivable in financials and has disclosed the same under “Other Income” and claim

receivable under “Other Current Assets”. Our opinion is not qualified in respect of this matter.

(b) Financial year ended 31 March 2013

MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated

standalone financial information)

MEP Infrastructure Private Limited

Clause (ix)(a) of the CARO

According to the information and explanations given to us and, on the basis of our

examination of the records of the Company, the Company is generally regular in depositing

with the appropriate authorities undisputed statutory dues including Provident fund,

Employee’s State Insurance, Income-tax, and other material statutory dues though there have

been slight delays in few cases in depositing Provident Fund, Employees’ State Insurance and

Income tax dues. However, there are major delays in few cases in depositing Service tax and

Works Contract tax dues though the amounts involved are not material, and the said amounts

have been subsequently paid. As explained to us, the Company did not have any dues on

account of Investor Education and Protection Fund. According to the information and

explanations given to us, dues on account of Wealth tax, Excise duty, Customs duty, Sales-tax

and Cess are not applicable to the Company

Clause (xi) of the CARO

According to the information and explanations given to us, the Company has not defaulted in

343

repayment of dues to its bankers or to any financial institutions, except for interest on loan

due to a bank ranging from Rs 1.74 million to Rs 47.52 million which is overdue for a period

ranging from 2 days to 54 days, and for interest on loans due to financial institutions ranging

from Rs 0.04 million to Rs 126.96 million which were overdue for a period ranging from 1

day to 83 days. The amounts as mentioned above have been repaid on various dates

subsequent to the Balance Sheet date.

Raima Ventures Private Limited

Clause (ix)(a) of the CARO

According to the information and explanations given to us and, on the basis of our

examination of the records of the Company, the Company is generally regular in depositing

with the appropriate authorities undisputed statutory dues including Provident fund,

Employee’s State Insurance, Income-tax, and other material statutory dues though there have

been slight delays in few cases in depositing Provident Fund, Employees’ State Insurance and

Income tax dues. However, there are major delays in few cases in depositing Service tax dues

though the amounts involved are not material, and the said amounts have been subsequently

paid. As explained to us, the Company did not have any dues on account of Investor

Education and Protection Fund. According to the information and explanations given to us,

dues on account of Wealth tax, Excise duty, Customs duty, Sales-tax and Cess are not

applicable to the Company.

(c) Financial year ended 31 March 2012

MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated

standalone financial information)

MEP Infrastructure Private Limited

Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the Company

does not have formal internal audit system.

Raima Ventures Private Limited

Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the Company

does not have formal internal audit system.

Rideema Toll Private Limited

Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the Company

does not have formal internal audit system.

(d) Financial year ended 31 March 2011

MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated

standalone financial information)

MEP Infrastructure Private Limited

Clause (vii) of the CARO

344

In our opinion and according to the information and explanations given to us, the Company

does not have formal internal audit system.

Raima Ventures Private Limited

Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the Company

does not have formal internal audit system.

(e) Financial year ended 31 March 2010

MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated

standalone financial information)

345

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure IV C :Notes to restated consolidated summary Statements of Assets and Liabilities, Profits and

Losses and Cash Flows for the years ended 31 March 2014, 2013, 2012, 2011 and 2010:

1. Company overview

MEP Infrastructure Developers Limited ('MEPIDL' or ‘the Company’) was incorporated on 8 August

2002 under the name MEP Toll Road Private Limited under Companies Act, 1956 ('the Act'). The

Company is into the business of collection of toll as per the contract entered with the regulatory

authorities and also in the providing road, repair and maintenance service to its subsidiary.

The Company has undertaken following contracts for toll collection during the year 2013-14

i) Rajasthan State Road Development & Construction Corporation Limited, "RSRDC" at

Gazipur Phulwada.

ii) Maharashtra State Road Development Corporation Limited, "MSRDC" at:

(a) Rajiv Gandhi Sea Link ( for Bandra Worli Sea Link Project) along with maintenance.

(b) Katai – Gove

iii) Road Infrastructure Development Company of Rajasthan Limited, "RIDCOR" at:

(a) Alwar – Bhiwadi

(b) Lalsot – Kota

National Highways Authority of India, "NHAI" at:

Toll Name

Amakatadu Marur Kelapur

Athur Khemana

Bankapur Marur

Baretha Nathavalasa

Beliyad Palsit

Brijghat Panikoli

Chamari Parinur

Cheena Samudram Parsoni

Chirle - Karanjade Pippalwada

Choundha Purwameer

Dankuni Srirampur

Dasna Tundla

Dastan Visakhapatnam Port

Gurau (Semra-Atikabad)

The Company is a subsidiary of Ideal Toll & Infrastructure Private Limited ('the Holding

Company'), a company incorporated in India.

The subsidiaries of the Company are engaged in the business of collection of toll along with

other ancilliary activities such as road repairs and maintenance of structures, flyovers and

roads.The subsidiaries are also engaged in construction of bridge on BOT basis, development

of bus terminal on DBOT basis, etc.

346

At the extra–ordinary general meeting of the shareholders held on 28 November 2011, the

shareholders approved the change of name of the Company from MEP Toll Road Private

Limited to MEP Infrastructure Developers Private Limited. Further at the extra-ordinary

general meeting of the shareholders held on 19 August 2014 , the shareholders approved the

conversion of the Company from Private limited Company to a Public limited Company, and

approved the change in the name of the Company from MEP Infrastructure Developers

Private Limited to MEP Infrastructure Developers Limited.

2. Details of subsidiaries

The accompanying consolidated financial statements include the audited financial statements of MEP

Infrastructure Developers Limited and its following subsidiaries collectively referred to as 'the Group'.

Name of the company Country

of

origin

%

Holding

%

Holding

%

Holding

%

Holding

%

Holding

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

MEP Infrastructure Private

Limited

India 73.99% 55.00% 55.00% 55.00% 80.00%

Raima Ventures Private

Limited

India 99.99% 99.99% 99.99% 99.99% -

MEP Hamirpur Bus Terminal

Private Limited

India 99.98% 98.00% 98.00% - -

MEP Una Bus Terminal

Private Limited

India 99.96% 98.00% - - -

Rideema Toll Private Limited India 99.54% 52.57% 52.57% 52.57% -

Baramati Tollways Private

Limited (Through Rideema

Toll Private Limited,

indirectly)

India 98.00% 51.52% 51.52% 51.52% -

Rideema Toll Bridge Private

Limited

India 99.99% 98.00% - - -

MEP Nagzari Toll Road

Private Limited

India 99.96% 98.00% - - -

MEP IRDP Solapur Toll Road

Private Limited

India 99.98% 98.00% - - -

MEP Hyderabad Bangalore

Toll Road Private Limited

India 51.00% 51.00% - - -

Raima Toll Road Private

Limited

India 99.99% 99.80% - - -

MEP Chennai Bypass Toll

Road Private Limited

India 99.99% 99.80% - - -

MEP Highway Solutions

Private Limited

India 99.99% - - - -

MEP RGSL Toll Bridge

Private Limited

India 99.99% - - - -

3. Basis of preparation

The restated consolidated summary Statement of Assets and Liabilities of the Group as at 31 March

2014, 2013, 2012, 2011 and 2010 and the related restated consolidated summary Statement of Profits

and Losses and Cash Flows for the years ended 31 March 2014, 2013, 2012, 2011 and 2010 [herein

collectively referred to as (‘Restated consolidated summary statements’)] have been compiled by the

management from the consolidated financial statements of the Group for the years ended 31 March

2014, 2013, 2012, 2011 and 2010.

347

The financial statements are prepared under the historical cost convention, on the accrual basis of

accounting in accordance with the accounting principles generally accepted in India (‘Indian GAAP’)

and comply with the Companies (Accounting Standards) Rules, 2006 issued by the Central

Government, and the relevant provisions of the Act to the extent applicable.

These restated consolidated summary statements have been prepared to comply in all material respects

with the requirements of Schedule II to the Act and the Securities and Exchange Board of India (Issue

of Capital and Disclosure Requirements) Regulations, 2009, as amended (‘the Regulations’). The

financial information is presented in Indian rupees, rounded off to nearest millions, with two decimals

except earnings per share data and where mentioned otherwise.

The accounting policies have been consistently applied by the Company and are consistent with those

used in the previous years.

4. Principles of consolidation

The consolidated financial statements have been prepared on the following basis :

a. The restated consolidated financial statements of the Company, its subsidiaries are combined

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

and resultant unrealized profits or losses in accordance with the Accounting Standard – 21

“Consolidated Financial Statements” prescribed in the Companies (Accounting Standards)

Rules, 2006.

b. Investments in subsidiaries are eliminated and differences between the costs of investment

and the net assets on the date of the investment in subsidiaries are recognised as goodwill or

capital reserve, as the case may be.

c. The difference between the proceeds from disposal of investment in a subsidiary and the

proportionate carrying amount of its assets less liabilities as of the date of disposal is

recognised in the Consolidated Statement of Profit and Loss as the profit or loss on disposal

of investment in subsidiaries.

d. Share of minority interest in the net profit is adjusted against the income to arrive at the net

income attributable to shareholders of the parent company. Minority interest's share of net

assets is presented separately in the balance sheet.

e. If losses applicable to minority interests in a consolidated subsidiary exceed the minority

interests in the subsidiary's equity, the excess and any further losses applicable to the minority

interests are allocated against the majority's interest, except to the extent that the minority

interests have a binding obligation and is able to, make good the losses. If the subsidiary

subsequently reports profits , such profits are allocated to the majority 's interest until the

minority interest's share of losses previously absorbed by the majority's interest have been

recovered.

f. As far as possible, the restated consolidated financial statements are prepared using uniform

accounting policies for like transactions and other events in similar circumstances and are

presented in the same manner as the Company’s standalone financial statements.

g. Goodwill on consolidation is not amortised but is tested for impairment on each balance sheet

date and impairment losses are recognised, wherever applicable.

h. The financial statements of the entities used for the purpose of consolidation are drawn upto

the same reporting date as that of the present Company, i.e. 31 March 2014, 2013, 2012, 2011

and 2010.

348

5 Statement of significant accounting policies

5.1 Current/non-current classification

The Revised Schedule VI to the Act requires assets and liabilities to be classified as either Current or

Non-current.

An asset is classified as current when it satisfies any of the following criteria:

(a) it is expected to be realised in, or is intended for sale or consumption in, the entity’s normal

operating cycle;

(b) it is expected to be realised within twelve months after the Balance Sheet date; or

(c) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a

liability for atleast twelve months after the Balance Sheet date.

All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

(a) it is expected to be settled in, the entity’s normal operating cycle;

(b) it is due to be settled within twelve months after the Balance Sheet date; or

(c) the Company does not have an unconditional right to defer settlement of the liability for

atleast twelve months after the Balance Sheet date.

All other liabilities are classified as non-current

All assets and liabilities have been classified as current or non-current as per the Company’s normal

operating cycle and other criteria set out above which are in accordance with the Revised Schedule VI

to the Act.

Based on the nature of activities and the time between the acquisition of assets and their realisation in

cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the

purpose of current, non-current classification of assets and liabilities.

5.2 Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to

make judgment, estimates and assumptions that affect the application of accounting policies and on the

reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the

financial statements and the reported amounts of revenues and expenses during the reported period.

Management believes that the estimates and underlying assumptions used in the accounting for

preparation of the financial statements are prudent and reasonable. Actual results could differ from

those estimates. Any revision to accounting estimates is recognized prospectively in current and future

periods.

5.3 Fixed assets

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost

comprises of purchase price and any attributable cost such as duties, freight, borrowing costs, erection

and commissioning expenses incurred in bringing the asset to its working condition for its intended

use.

349

Intangible fixed assets

Toll collection rights

Intangible assets are stated at cost less accumulated amortisation and impairment losses, if any. Cost

include acquisition and other incidental cost related to acquiring the intangible asset.

Intangible assets under development

Expenditure incurred on acquisition /construction of intangible fixed assets which are not ready for

their intended use at balance sheet date are disclosed under Intangible assets under development.

5.4 Depreciation and amortization

Depreciation

Depreciation is provided pro-rata to the period of use on the written down value method, at rates

prescribed in Schedule XIV of the Act. Depreciation on addition/deletion of fixed assets during the

year is provided on pro-rata basis from / to the date of addition/deletion. Fixed assets costing up to Rs

5,000 individually are fully depreciated in the year of purchase.

Leasehold land is amortised over the period of the lease on straight line basis over the term of the

lease.

Amortisation

Toll collection rights and constructed bridge on BOT basis are amortised over the concession period,

using revenue based amortisation as prescribed in Schedule XIV of the Act. Under this methodology,

the carrying value of the rights is amortised in the proportion of actual toll revenue for the year to the

projected revenue for the balance toll collection period, to reflect the pattern in which the assets

economic benefits will be consumed. At each Balance Sheet date, the projected revenue for the balance

toll period is reviewed by the management. If there is any change in the projected revenue from

previous estimates, the amortisation of toll collection rights is changed prospectively to reflect any

changes in the estimates.

5.5 Impairment of assets

The group assesses at each Balance Sheet date whether there is any indication that an asset may be

impaired. If any such indication exists, the group estimates the recoverable amount of the asset. An

impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable

amount. Recoverable amount is the greater of assets value in use and net selling price. After

impairment if any, depreciation is provided on the revised carrying amount of the asset over its

remaining useful life. Previously recognised impairment loss is increased or reversed on changes in

internal /external factors.

5.6 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an qualifying

asset that necessarily takes a substantial period of time to get ready for its intended use or sale are

capitalized as part of the cost of the respective asset. Capitalisation of borrowing cost is suspended in

the period during which the active development is delayed beyond reasonable time due to other than

temporary interruption. All other borrowing costs are expensed in the period they occur. Borrowing

costs consists of interest and other cost that an entity incurs in connection with the borrowing of funds.

5.7 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the

Company and the revenue can be reliably measured.

350

Toll collection

Revenue from toll collection is recognised on actual collection of revenue and in case of contractual

terms with certain customers the same is recognised on an accrual basis.

Interest and dividend income

Interest income is recognised on a time proportion basis taking into account the amount outstanding

and the rate applicable. Dividends are recorded as and when the same is received.

5.8 Taxation

Income tax and deferred tax

Income tax expense comprises current income tax (i.e. amount of tax for the period determined in

accordance with the income tax law) and deferred tax charge or credit (reflecting the tax effects of

timing differences between accounting income and taxable income for the year) and reversal of timing

differences of earlier years. The deferred tax charge or credit and the corresponding deferred tax

liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted

by the Balance Sheet date. Deferred tax assets are recognized only to the extent there is reasonable

certainty that the assets can be realized in future; however; where there is unabsorbed depreciation or

carried forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual

certainty of realization of such assets. Deferred tax assets are reviewed at each Balance Sheet date and

written down or written up to reflect the amount that is reasonably/virtually certain (as the case may

be) to be realised.

The CBDT vide Circular No. 9/2014 dated clarified that expenditure incurred on development and

construction of infrastructure facilities like road / highways with right to collect toll is to be amortised

equally as an allowable business expenditure under the relevant positions of Income Tax Act, 1961.

The company relied on the above circular for calculating tax depreciation and tax provision.

Minimum alternate tax (MAT)

Minimum alternate tax (MAT) credit is recognised as an asset only when, and only to the extent there

is convincing evidence that the Company will pay normal income tax during the specified period for

which the MAT credit can be carried forward or set off against the normal tax liability. MAT credit

entitlement is reviewed at each Balance Sheet date and written down to the extent there is no

convincing evidence to the effect that the Company will pay normal income tax during the specified

period.

5.9 Earnings per share

Basic earnings per share is calculated by dividing the net profit/loss for the year attributable to the

equity shareholders by the weighted average number of equity shares outstanding during the period.

Diluted earnings per share is computed using the weighted average number of equity and dilutive

equity equivalent shares outstanding during the period except where the result would be anti-dilutive.

5.10 Employee benefits

i) Short term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are

classified as short-term employee benefits. Benefits such as salaries, wages, etc. and the

expected cost of ex-gratia are recognized in the period in which the employee renders the

related service.

351

ii) Post employment benefits

Defined contribution plans

The Company's contribution to defined contribution plans such as Provided Fund , Employee

State Insurance and Maharashtra Labour Welfare Fund are recognised in the Statement of

Profit and Loss on an accrual basis.

Defined benefit plans

Gratuity

The Company’s gratuity benefit scheme is a defined benefit plan. The Company’s net

obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of

future benefit that employees have earned in return for their service in the current and prior

periods; that benefit is discounted to determine its present value, and the fair value of any plan

assets is deducted.

The present value of the obligation under such defined benefit plan is determined based on

actuarial valuation using the projected unit credit method, which recognizes each period of

service as giving rise to additional unit of employee benefit entitlement and measures each

unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The

discount rates used for determining the present value of the obligation under defined benefit

plan, are based on the market yields on Government securities as at the Balance Sheet date.

When the calculation results in a benefit to the Company, the recognized asset is limited to the

net total of any unrecognized actuarial losses and past service costs and the present value of

any future refunds from the plan or reductions in future contributions to the plan. Actuarial

gains and losses are recognized immediately in the Statement of Profit and Loss.

5.11 Operating leases

Assets acquired under leases other than finance leases are classified as operating leases. The total lease

rentals (including scheduled rental increases) in respect of an asset taken on operating lease are

charged to the Statement of Profit and Loss on a straight line basis over the lease term unless another

systematic basis is more representative of the time pattern of the benefit.

5.12 Investments

Long term investments are valued at cost, less provision for other than temporary diminution in value,

if any. Current investments are valued at the lower of cost and fair value.

5.13 Provisions and contingencies

The Company recognises a provision when there is present obligation as a result of a past (or

obligating) event that probably requires an outflow of resources and reliable estimate can be made of

the amount of the obligation. A disclosure for the contingent liability is made when there is a possible

obligation or a present obligation that may, but probably will not, require an outflow of resources.

Where there is a possible obligation or a present obligation that the likelihood of outflow of resources

is remote, no provision or disclosure is made.

352

6. Capital commitments

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Estimated amount of contracts

remaining to be executed on capital

account (net of advances)

532.26 562.15 544.91 500.00 -

7. Claim

i) During the financial year 2013-14, one of the subsidiaries has preferred claims with National

Highways Authority of India (herein after referred as "NHAI") aggregating Rs 643.40

millions on account of loss of revenue and force majeure issues arising from non- compliance

of the Concession Agreement by NHAI. As NHAI is in the process of evaluating the claims

and arriving at mutually acceptable resolution to the same, the subsidiary has not recognised

the claim as income and/or reduced the liability in the financial statements. In the Three Chief

General Managers' Committee meeting held on 26 August 2014, NHAI has agreed that loss of

revenue as assessed by Indepedent Engineer shall be adjusted to the extent of outstanding

concession fees payable to NHAI.

ii) During the financial year 2013-14, one of the subsidiaries has recognised claims of Rs.77.44

millions receivable from National Highways Authority of India (herein after referred as

"NHAI") towards "Force Majeure" clause as per article 26.2(d) of the Concession Agreement

between the Company and NHAI on account of temporary injunction by Madurai bench of

Hon'ble Highcourt of Madras on collection of toll on certain vehicles in one of the toll plaza.

iii) During the financial year 2013-14, one of the subsidiaries has recognised claims of Rs 92.92

millions receivable from National Highways Authority of India (herein after referred as

"NHAI") towards "Force Majeure" clause of Article 26 of the Concession Agreement between

the Company and NHAI mainly on account of Seemandhra / Telangana Agitation.

8 Operating lease

The Company has entered into non - cancellable operating lease agreements for premises, which

expires at various dates over the next five years. Rent expenses debited to the Statement of Profit and

Loss as below:

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Rent expense- non

cancellable lease

agreements

0.76 0.69 0.61 0.02 -

Rent expense- others 0.60 1.52 1.63 1.63 0.82

Total 1.36 2.21 2.24 1.65 0.82

The future minimum lease payments in respect of these properties as on the year end is as below:

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Not later than one year 0.09 0.76 0.69 - -

Later than one year but not

later than five years

- 0.09 0.85 - -

353

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Later than five years - - - - -

Total 0.09 0.85 1.54 - -

9 Deferred tax assets/liabilities (net)

Components of deferred tax assets/liabilities (net) are as follows:

(Rs. in million)

Timing Difference on account of 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Deferred tax assets

Excess of depreciation on fixed assets

provided in accounts over

depreciation under income tax law

5.94 2.20 1.10 - 1.07

Provision for employee benefits 4.82 4.57 3.08 2.10 0.89

Carry forward business loss and

unabsorbed depreciation

1,484.68 1,011.71 458.81 51.41 (0.18)

Provision written back /Sundry

balances written off

- 5.30 (2.36) (3.29) (0.63)

1,495.44 1,023.78 460.63 50.22 1.15

Deferred tax liabilities

Excess of depreciation on fixed assets

provided in income tax law over

depreciation under accounts

739.45 533.03 338.03 99.56 -

739.45 533.03 338.03 99.56 -

Net deferred tax assets/(liabilities) 755.99 490.75 122.60 (49.34) 1.15

10 Earnings per share (EPS)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Restated (loss) after tax

attributable to equity

shareholders (A)

(1,175.36) (624.82) (551.07) (852.83) (12.71)

Number of equity shares

at the beginning of the

year

100,000,000 100,000,000 11,250,000 11,250,000 11,250,000

Equity shares issued

during the period

- - 88,750,000 - -

Number of equity shares

outstanding at the end of

the period/year

100,000,000 100,000,000 100,000,000 11,250,000 11,250,000

Weighted average

number of equity shares

outstanding during the

period (B)

100,000,000 100,000,000 42,117,486 11,250,000 11,250,000

Weighted average

number of equity shares

outstanding during the

period for the calculation

100,000,000 * * 11,250,000 11,250,000

354

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

of diluted earnings per

share (C)

Basic earnings per share

(Rs) [D = A/B]

(11.75) (6.25) (13.08) (75.81) (1.13)

Diluted earnings per

share (Rs) [E = A/C]

(11.75) * * (75.81) (1.13)

Nominal value per

equity share (Rs)

10 10 10 10 10

* Diluted earning per share has not been disclosed for the year ended 31 March 2013 and 2012 ,

since for these years, impact of conversion of potential equity shares ( share application money )

over the earnings per share was anti-dilutive.

11. Termination of the project

Two of the subsidiaries entered into a concession agreement with Himachal Pradesh Bus Stand

Development and Management Authority (herein referred to as 'authority') for carrying on the business

of development of bus terminal and commercial complexes on design, build, operate & transfer

(DBOT) basis in Una and Hamirpur. On 5th April 2014, both the subsidiaries served a termination

notice of the project to Himachal Pradesh Bus Stand Development and Management Authority under

Article 22.2 (Termination of concessionaire) of the concession agreement, primarily because of change

in scope of work and non availability of vacant possession of land required to execute the project.

Toll collection contract of one of the subsidiary with Maharashtra State Road Development

Corporation ('MSRDC') was terminated on 30 June 2014. The subsidiary is entitled for compensation

as per clause 31 of the Concession Agreement / Bid document entered by the subsidiary with MSRDC.

12 Employee benefits

The disclosures as required as per the revised Accounting Standard 15 are as under:

I) Defined contribution plan

i) Contribution to Provident Fund

ii) Contribution to Employees State Insurance Corporation

iii) Contribution to Maharashtra Labour Welfare Fund

The Group has recognised the following amounts in the Statement of Profit and Loss:

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

- Employers' Contribution to

Provident Fund

13.28 13.70 13.23 5.63 1.95

- Employers' Contribution to

Employees State Insurance

Corporation

11.17 12.68 10.80 4.48 1.82

- Maharashtra Labour

Welfare Fund

0.20 0.41 0.11 0.04 -

Total 24.65 26.79 24.14 10.15 3.77

II) Defined benefit plan

355

Gratuity

The Group has a defined benefit gratuity plan. Every employee who has completed five years

or more of service gets a gratuity on death or resignation or retirement at 15 days salary (last

drawn salary) for each completed year of service. The Group during the period/year provided

the following amounts towards gratuity in the Statement of Profit and Loss.

In accordance with the Accounting Standard 15 (Revised 2005), actuarial valuation has been

done in respect of defined benefit plan of gratuity based on the following assumptions:

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Discount rate 9.30% 7.95% 8.60% 8.45% 7.75%

Salary escalation rate 6.00% 5.00% 5.00% 5.00% 5.00%

Expected average

remaining lives of the

employees

4.48-9.56 5.21-9.39 8.96 - 9.13 9.13 7.78

(i) Change in present value of obligation

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Opening present value

of obligations

13.93 10.04 6.18 2.62 2.16

Interest cost 1.25 1.04 0.67 0.22 0.17

Current service cost 3.18 2.86 2.06 0.44 0.35

Past service cost - - - 0.25 -

Benefits paid (0.74) (0.05) (0.19) (0.04) (0.83)

Liabilities assumed on

acquisition / (settled

on divestiture)

0.05 0.07 - - -

Actuarial losses 0.01 (0.03) 1.32 2.69 0.77

Closing present value

of obligations 17.68 13.93 10.04 6.18 2.62

(ii) Amount recognised in the Balance Sheet

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Closing Present value of obligations 17.68 13.93 10.04 6.18 2.62

Closing Present value of plan assets - - - - -

Closing Net liability recognised 17.68 13.93 10.04 6.18 2.62

356

Classification into Current / Non-Current

The liability in respect of the plan comprises of the following non- current and

Current portion:

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Current 3.11 2.43 1.47 0.67 0.48

Non current 14.57 11.50 8.57 5.51 2.14

Total 17.68 13.93 10.04 6.18 2.62

(iii) Expenses recognised in the Statement of Profit and Loss

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Current service cost 3.18 2.86 1.89 1.29 0.35

Interest cost on benefit obligation 1.25 1.04 0.67 0.22 0.17

Net actuarial (gain)/ loss recognised

in the current year

0.02 (0.03) 1.32 2.69 0.77

Past Service cost - - - 0.25 -

Liabilities assumed on acquisition /

(settled on divestiture)

0.06 0.07 (0.02) - -

Expense recognised in the Statement

of Profit and Loss 4.51 3.94 3.86 4.45 1.29

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 Group’s liability on account of gratuity is not funded and hence the disclosures

relating to the planned assets are not applicable.

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Experience

adjustments

Defined benefit

obligation

17.68 13.93 10.04 6.19 2.62

Plan assets - - - - -

(Deficit) (17.68) (13.93) (10.04) (6.19) (2.62)

Experience

adjustment on plan

liabilities

0.23 (0.24) 1.48 3.08 0.96

Experience

adjustment on plan

assets

- - - - -

13 Segment reporting

The Company is primarily engaged in the business of toll and octroi collection, which is the primary

business segment of the Company. The Company does not have any separate geographical segment

357

since all its operations are carried out in India. Hence, there are no separate reportable segments, as

required by 'Accounting Standard 17' on "Segment reporting" as prescribed by the Companies

(Accounting Standards) Rules, 2006 issued by the Central Government, in consultation with the

National Advisory Committee on Accounting Standards.

358

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure V : Restated Consolidated Statement of Reserves and Surplus

(Rs. in million)

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

A. Capital Reserve

At the commencement of the year - - - - -

Add : Addition during the year 0.12 - - - -

Closing Balance 0.12 - - - -

B. (Deficit) / surplus in the

Statement of Profit and Loss

At the commencement of the year (1,167.96) (543.14) 7.93 860.76 873.47

Pre-acquistion reserve and surplus

adjustment

521.98

Add : Restated (loss)/profit for the

year

(1,175.36) (624.82) (551.07) (852.83) (12.71)

Closing Balance (1,821.34) (1,167.96) (543.14) 7.93 860.76

Total (A+B) (1,821.22) (1,167.96) (543.14) 7.93 860.76

Notes:

1) The figures disclosed above are based on the restated consolidated summary statements of assets and

liabilities of the Company.

2) The above statement should be read with the notes to restated consolidated summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

359

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure VI- Restated Consolidated Statement of Non-Current Investments

(Rs. in million)

Particulars Numbers of shares/units As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

A. Trade

investments

(valued at cost)

In equity shares of

enterprises over

which significant

influence is

exercised by key

managerial

personnel

Unquoted, fully

paid up

Ideal Energy

Projects Limited,

equity shares of Rs

10 each

- 3,000,0

00

- 9,000,0

00

- - 30.00 - 90.00 -

A.J Toll Private

Limited, equity

shares of Rs 100

each

3,300 3,300 3,300 3,300 3,300 0.33 0.33 0.33 0.33 0.33

B.Other

investments

(valued at cost)

Jankalyan Sahakari

Bank Limited,

equity shares of Rs

10 each

4,000 4,000 4,000 4,000 4,000 0.04 0.04 0.04 0.04 0.04

Dombivli Nagari

Sahakari Bank

Limited, equity

shares of Rs.50 each.

11,000 1,040 - - - 0.55 0.05 - - -

The Kalyan Janata

Sahakari Bank

Limited, equity

shares of Rs 25 each.

40,000 - - - - 1.00 - - - -

Thane Janata

Sahakari Bank

Limited, equity

shares of Rs 50 each.

9,980 - - - - 0.50 - - - -

Jankalyan Sahakari

Bank Limited,equity

shares of Rs.50 each,

76,990 - - - - 3.85 - - - -

360

Particulars Numbers of shares/units As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

fully paid up

Mutual Fund

Investment (Quoted)

- - - - 200,000 - - - - -

Indiabulls

Infrastructure

Company Ltd,

equity shares. of Rs.

1,000 each

- - - 8,500,0

00

- - - - 850.00 -

Total 6.27 30.42 0.37 940.37 0.37

Notes:

1) The figures disclosed above are based on the restated consolidated summary statements of assets and

liabilities of the Company.

2) The above statement should be read with the notes to restated consolidated summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

361

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure VII- Restated Consolidated Statement of Current Investments

(Rs. in million)

Particulars Numbers of shares/units As at

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Non-trade

investments

(valued at lower

of cost and fair

value)

Investments in

quoted mutual

funds

IDFC Cash Fund

plan

11.423 9.026 26,249.

258

336,956

.54

- 0.01 0.01 27.79 3.57 -

IDFC Money

Manager Fund

Treasury Plan

- - 213.741 - 200,000 - - 0.00 - 2.00

Total 0.01 0.01 27.79 3.57 2.00

Notes:

1) The figures disclosed above are based on the restated consolidated summary statements of assets and

liabilities of the Company.

2) The above statement should be read with the notes to restated consolidated summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

362

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure VIII- Restated Consolidated Statement of Trade Receivables (unsecured, considered good)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Receivable outstanding for a period

exceeding six months from the date

they became due for payment

62.14 217.70 30.32 111.24 -

Other receivables 225.33 166.32 14.55 173.73 285.22

Total 287.47 384.02 44.87 284.97 285.22

Trade receivables due from related parties are as below:

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

from enterprises over which significant

influence is exercised by key

managerial personnel

Jan Transport - - 42.58 12.37 285.22

D S Enterprises 224.18 260.83 - 129.01 -

Virendra Builders - - - 140.08 -

Ideal Toll & Infrastructure Private Limited - - - 1.08 -

Total 224.18 260.83 42.58 282.54 285.22

Notes:

1) The figures disclosed above are based on the restated consolidated summary statements of assets and liabilities of the

Company.

2) The above statement should be read with the notes to restated consolidated summary Statements of Assets and

Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

363

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure IX- Restated consolidated Statement of Long-term Loans and Advances and Other Non-

Current Assets (unsecured, considered good)

(Rs. in million)

A Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Non-current portion Current portion

To related

parties:

Loans and

advances (refer

note A(i))

3,800.00 3,913.89 363.25 94.95 2.77 5.15 102.80 875.92 3,420.33 401.97

Mobilisation

advance (refer

note A(i))

1,617.30 1,679.64 - - - 141.76 70.00 - - -

Advance against

acquisition of

equity shares

(refer note (refer

note A (ii)and

(iii))

67.55 667.08 611.05 - - - - - - -

Capital

advances (refer

note A (i))

275.00 - - - - - - - - -

To parties other

than related

parties:

Capital advances 590.93 513.79 904.31 251.23 - - - - - -

Advances to

other parties

- - - - - - - - - -

Mobilisation

advance

842.10 - - 1,212.63 - 24.44 - - 30.00 -

Advance income

tax (net of

provision for tax)

153.94 97.86 206.03 192.51 40.56 - - - - -

Balance due

from government

authorities

- 0.06 - - - - - - - -

Loans to

employees

0.04 2.86 3.71 2.08 1.58 4.61 2.90 2.46 0.04 0.05

Prepaid expenses 42.15 31.12 35.61 0.09 - 96.22 74.09 5.85 4.43 97.20

Performance

security

124.75 115.14 530.44 376.58 7.71 406.07 649.42 656.11 403.26 1,176.82

Other security

deposits

6.63 5.90 5.74 5.24 0.03 0.24 0.14 0.18 0.32 -

Total 7,520.39 7,027.34 2,660.14 2,135.31 52.65 678.49 899.35 1,540.52 3,858.38 1,676.04

364

A(i)- Loans and advances to related parties

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Non-current portion Current portion

To holding company

-Advance to Ideal Toll &

Infrastructure Private

Limited

- - 70.66 1.12 1.18 - - - - 7.81

-Capital advance to Ideal

Toll & Infrastructure

Private Limited

275.00 - - - - - - - - -

-Mobilisation advance to

Ideal Toll & Infrastructure

Private Limited*

1,617.30 1,679.64 - - - 141.76 70.00 - - -

*MEP Infrastructure

Private Limited

(subsidiary company) has

given mobilisation

advance towards the long

term maintenance contract

for maintenance of

specified flyovers and

allied structures as

mentioned in the

Concession Agreement

entered by the Company

with MSRDC.

- Loan to Ideal Toll &

Infrastructure Private

Limited

3,750.00 3,758.19 7.50 - - - - - 4.50 -

To enterprises over

which significant

influence is exercised by

key managerial

personnel

A J Tolls Private Limited 50.00 45.28 80.50 0.37 - - - - 897.31 79.36

Anuya Enterprises - - - - - - 8.66 339.54 341.55 213.00

Ideal Infoware Private

Limited

- - - - - - 1.45 150.00 150.00 -

Jan Transport - 90.30 90.66 90.66 - - - - 1,277.60 -

IEPL Power Trading

Company Private Limited

- 6.92 15.35 - - - - - 234.06 -

Ideal Energy Projects

Limited

- 1.94 - 2.80 1.59 2.00 - - -

Rideema Enterprises - 11.26 2.82 - - 3.15 12.69 386.37 379.35 -

Raima Manpower &

Consultancy Services

Private Limited

- - - - - - - 0.01 0.01 -

Sudha Production - - 0.76 - - - - - -

Maask Entertainment

Private Limited

- - 0.98 - - - - - -

365

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Non-current portion Current portion

Jan Transport - - - - - - 80.00 - 50.16 -

To key managerial

personnel

Anuya Mhaiskar - - 92.80 - - - - - 85.79 101.80

Jayant Mhaiskar - - 1.22 - - - - - - -

5,692.30 5,593.53 363.25 94.95 2.77 146.91 172.80 875.92 3,420.33 401.97

A(ii)- Advance against acquisition of the equity shares

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

To enterprises over which

significant influence is exercised by

key managerial personnel

MEP Toll Gates Private Limited 0.02 0.01 - - -

Ideal Hospitality Private Limited 9.00 11.00 - - -

Ideal Energy Projects Limited 0.05 45.00 - - -

MEP RGSL Toll Bridge Private

Limited

- 0.01 - - -

MEP Highway Solutions Private

Limited

- 0.01 - - -

Total 9.07 56.03 - - -

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

A(iii) - Advance to Ideal Toll &

Infrastructure Private Limited

(holding company) for acquisition of

its equity holding in MEP

Infrastructure Private Limited

(subsidiary company)

58.48 611.05 611.05 - -

Other non-current assets

B Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Fixed deposits with banks with

maturity period more than twelve

months from reporting date

214.23 256.44 745.10 743.64 -

Interest accrued but not due 5.23 7.03 7.98 11.90 -

219.46 263.47 753.08 755.54 -

Notes:

1) The figures disclosed above are based on the restated consolidated summary statements of assets and

liabilities of the Company.

366

2) The above statement should be read with the notes to restated consolidated summary Statements of

Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

367

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure X – Restated Consolidated Statement of Short-term Loans and Advances and Other Current

Assets (unsecured, considered good)

A. Short-term loans and advances

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

To related parties

Current portion of long term

loans and advances (refer note

A(i) of Annexure IX)

146.91 172.80 875.92 3,420.33 401.97

Advance consideration for

acquisition of preference shares (

refer note A(i))

200.00 398.94 900.00 - -

To parties other than related

parties

Current portion of long term

loans and advances (refer

current portion in Annexure IX)

531.58 726.55 664.60 438.05 1,274.07

Advances recoverable in cash or

kind

6.97 259.64 4,074.16 2,123.67 58.25

Advance to Suppliers 29.22 0.50 0.62 223.55 -

Balance with government

authorities

0.45 - - - -

Advances for authority payment 1.82 20.49 3.90 - -

Total 916.94 1,578.92 6,519.20 6,205.60 1,734.29

A (i) - Advance against acquisition of the preference shares

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

To enterprises over which

significant influence is

exercised by key managerial

personnel

A J Tolls Private Limited - 98.94 600.00 - -

Ideal Hospitality Private Limited 200.00 300.00 300.00 - -

Total 200.00 398.94 900.00 - -

B. Other current assets

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Interest Receivable

-accrued on fixed deposits 37.38 32.05 36.13 4.59 0.90

-accrued on loans to related

parties

112.88 24.76 87.55 13.38 -

Claim Receivable 170.35 - - - -

368

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Total 320.61 56.81 123.68 17.97 0.90

Notes:

1) The figures disclosed above are based on the restated consolidated summary statements of assets and

liabilities of the Company.

2) The above statement should be read with the notes to restated consolidated summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

369

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XI - Restated Consolidated Statement of Long-Term Borrowings

(Rs. in million)

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Long-term borrowings

Term loans (secured)

From bank:

Non-current portion 6,310.86 6,302.66 6,548.89 4,999.38 -

Current maturities 1,110.83 989.88 781.77 327.66 149.99

7,421.69 7,292.54 7,330.66 5,327.04 149.99

From financial institutions:

Non-current portion 22,297.89 22,742.19 23,115.27 21,392.29 -

Current maturities 500.73 373.04 277.03 4,735.21 -

22,798.62 23,115.23 23,392.30 26,127.50 -

Less: Current maturities disclosed under

the head "Other current liabilities"

1,611.56 1,362.91 1,058.80 5,062.86 149.99

Total (A) 28,608.75 29,044.86 29,664.16 26,391.68 -

Vehicle loans (secured)

From bank:

Non-current portion 38.58 1.65 1.53 1.12 -

Current maturities 12.73 1.69 0.92 0.52 -

51.31 3.34 2.45 1.64 -

From financial institutions:

Non-current portion 0.30 5.99 13.22 14.86 -

Current maturities 1.87 8.76 8.84 7.42 -

2.17 14.75 22.06 22.28 -

Less: Current maturities disclosed under

the head "Other current liabilities"

14.61 10.45 9.76 7.94 -

Total (B) 38.87 7.64 14.75 15.98 -

Commercial equipment loans

From bank:

Non-current portion 15.00 - - - -

Current maturities 3.55 - - - -

18.55 - - - -

Less: Current maturities disclosed under

the head "Other current liabilities"

3.55 - - - -

Total (C) 15.00 - - - -

Unsecured loans

From holding company:

Non-current portion - 75.51 184.71 - -

Current maturities - - 121.79 - -

- 75.51 306.50 - -

Loans from related parties:

Non-current portion - - - 14.73 -

370

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Current maturities - - - 0.20 -

- - - 14.93 -

Less: Current maturities disclosed under

the head "Other current liabilities"

- - 121.79 0.20 -

Total (D) - 75.51 184.71 14.73 -

Total (A)+(B)+(C)+(D) 28,662.62 29,128.01 29,863.62 26,422.39 -

Notes:

1) The figures disclosed above are based on the restated consolidated summary statements of assets and

liabilities of the Company.

2) The above statement should be read with the notes to restated consolidated summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

Financial year ended 31 March 2014

3) Term loans taken by MEP Infrastructure Developers Private Limited

A) Term loans include loan from a bank amounting to Rs 749.54 millions as on 31 March 2014 which is

secured by way of first charge of hypothecation / assignment / security interest on escrow account of

the projects financed and also, by pledge of 500,000 equity shares and negative lien on 250,000 equity

shares from IRB Infrastructure Developers Private Limited held by the promoters of the Company.

Further, the term loan is also secured by corporate guarantee given by Ideal Toll & Infrastructure

Private Limited, the holding company and personal guarantee given by Mr. J.D. Mhaiskar & Mr. D.P.

Mhaiskar, Directors of the Company. The term loan carries an interest rate calculated on base rate of

the bank plus a spread of 300 basis points. The term loan is repayable in two equal installments of Rs

375.00 millions from 1 March 2014. Further interest in the event of default in payment will be charged

at base rate of the bank plus a spread of 300 basis points computed from the due dates and shall

become payable upon the footing of compounding interest with monthly rest.

B) Term loans include loan from a bank amounting to Rs 85.00 millions as on 31 March 2014 which is

secured by way of assignment / hypothecation of receivables to be generated from the Toll collection

account of the projects financed.

Further, the term loan is also secured by corporate guarantee given by Ideal Toll & Infrastructure

Private Limited, the holding company and personal guarantee given by Mr. J.D. Mhaiskar, Director of

the Company. The term loan carries an interest rate of 13% p.a. The term loan is repayable in 35

unequal monthly installments commencing from the date of first disbursement. Prepayment charges

shall be charged @ 1.00% of the prepaid amount and in case of take out finance, it will be @ 2.00% of

the prepaid amount. Penal Interest shall be charged @ 2.00% p.a. for the installment/interest arrears.

4) Term loan taken by subsidiaries

MEP Infrastructure Private Limited

A) Term loans include loan amounting to Rs 21,195.15 millions as on 31 March 2014 taken from a

consortium consisting of a bank and various financial institutions.The loan is secured by a first pari-

passu charge as below:

a) on entire cash flows, receivables, book debts, toll collection (from the project) and revenues of the

borrower;

371

b) by way of hypothecation of entire movable properties of the Company, (including movable plant

and machinery, machinery, spares, tools and accessories, furniture, fixtures, vehicles, inventories

and all other movable properties);

c) entire intangible assets of the borrower, including but not limited to, goodwill and uncalled capital,

if any;

d) by way of hypothecation / mortgage / assignment, as the case may be of all the rights, title,

interest, benefits, claims and demands; and

e) on the Trust and Retention Account, escrow account and debt service reserve.

Further, the term loan is also secured by additional collateral as below :

a) 51% pledge of share capital of the Company held by MEP Infrastructure Developers Private

Limited, the holding company and Ideal Toll & Infrastructure Private Limited, the ultimate

holding company; and

b) corporate guarantees jointly given by MEP Infrastructure Developers Private Limited, the

holding company and Ideal Toll & Infrastructure Private Limited, the ultimate holding

company;

The term loan from the consortium carries interest rate calculated on the base rate of the respective

financial institutions and bank and a spread ranging from 1.00% - 2.50% p.a.

Of the above, term loan from a bank and two financial institutions, are repayable in 312 structured

fortnightly installments commencing from 1 October 2011 and a term loan from the other

financial institution is repayable in 109 monthly installments commencing from 1 October 2012.

Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific

instances as specified in the loan agreement. In case of default in payment, the defaulted amount

shall carry a further interest @ 1.00% over and above the applicable interest rate. The defaulted

amount shall also carry liquidated damages @ 1.00% p.a. for the period of default.

B) Apart from the above, the Company has taken another term loan from one of the the consortium

lenders of Rs 3,997.46 millions as on 31 March 2014 which are secured as mentioned above.

The loan carry interest rate calculated on the base rate of the bank plus a spread of 2.50% p.a.

The loan is repayable in 324 structured fortnightly installments commencing from 1 October 2011.

Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific

instances as specified in the loan agreement. In case of default in payment, the defaulted amount shall

carry a further interest @ 1.00% over and above the applicable interest rate. The defaulted amount

shall also carry liquidated damages @ 1.00% p.a. for the period of default.

C) Term loans also include a loan from a financial institution amounting to Rs 1,999.25 millions as on 31

March 2014 which is secured by way of first charge on debt service reserve account (refer note 17) and

by way of second charge as below:

a) on entire cash flows, receivables, book debts, toll collection (from the project) and revenues of the

borrower;

b) by way of hypothecation of entire movable properties of the company, (including movable plant

and machinery, machinery, spares, tools and accessories, furniture, fixtures, vehicles, Inventories

and all other movable properties);

372

c) entire intangible assets of the borrower, including but not limited to, goodwill and uncalled capital,

if any;

d) by way of hypothecation / mortgage / assignment, as the case may be of - all the rights, title,

interest, benefits, claims and demands;

e) the Trust and Retention Account, escrow account; and

Further, the term loan is secured by corporate guarantees jointly given by MEP Infrastructure

Developers Private Limited, the holding company and Ideal Toll & Infrastructure Private Limited, the

ultimate holding company and personal guarantee given by Mr. Jayant D. Mhaiskar, Director of the

Company. The interest rate on the term loan is the existing prime lending rate less 2.75% p.a. The loan

is repayable in 156 monthly instalments commencing from 1 July 2012.

Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific

instances as specified in the loan agreement. Penal interest shall be @ 2.00% p.a. over and above the

applicable interest rate of the outstanding amount of facility.

Raima Ventures Private Limited

Term loans include loan from a financial institution amounting to Rs 603.63 millions as on 31 March

2014 which is secured by way of first charge as below :

a) by way of hypothecation of entire movable properties of the Company both present and future

including movable plant and machinery and all other movable properties of what so ever nature;

b) on entire cash flows receivables on book debts and revenues of the Company both present and

future;

c) on entire intangible assets of the Company including but not limited to goodwill and uncalled

capital both present and future;

d) hypothecation / mortgage assignment as the case may be of all the rights title, interest, benefits,

claims and demands what so ever of the Company in the project document (including but not

limited to insurance contracts);

e) on the Trust and Retention Account, Debt Service Reserve Account and any other reserves and

other bank accounts of the Company wherever maintained.

Further, the term loan is secured by corporate guarantee jointly given by the holding Company, MEP

Infrastructure Developers Private Limited and and Ideal Toll & Infrastructure Private Limited, the

ultimate holding company. The term loan carries benchmark rate of 8.45 % p.a plus spread of 1.90 %

p.a. The loan is repayable in 112 structured fortnightly installments as per repayment schedule

commencing from 1 November 2010.

Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific

instances as specified in the loan agreement. In case of default in payment, the defaulted amount shall

carry a further interest @ 1.00% over and above the applicable interest rate. The defaulted amount

shall also carry liquidated damages @ 2.00% p.a. for the period of default.

Baramati Tollways Private Limited

Term loans include loan from a bank amounting to Rs.541.56 millions as on 31 March 2014 which is

secured by a first charge as below;

a) by assignment of all revenues and receivables of the borrower from the project or otherwise;

b) by mortgage of leasehold rights over the property at vacant plot admeasuring 8.4 hector;

373

c) on escrow account;

d) by all the movable and immovable assets including receivables, both present and future, of the

Company;

e) entire intangible assets of the borrower, including but not limited to, goodwill and uncalled

capital; and,

f) on assignment in favour of the bank of all the right title, interest, benefits, claims and demands

whatsoever of the Company in any letter of credit, guarantee, performance bond provided by any

party to the project documents;

Further, the term loans are also secured as below:

30% pledge of share capital of the Company held by Rideema Toll Private Limited, the holding

Company and ;

corporate guarantees jointly given by Rideema Toll Private Limited, the holding company and MEP

Infrastructure Developers Private Limited, the ultimate holding company of the subsidiary;

The above term loan carry interest rate calculated on base rate of bank 2.50% p.a above base rate.

The loan is repayable in 39 unequal quarterly installments commencing from September 2012.

Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific

instances as specified in the loan agreement. Penal interest shall be @ 2.00% on the overdue amount.

MEP Nagzari Toll Road Private Limited

Term loans include loan from a bank amounting to Rs 51.48 millions as on 31 March 2014 which is

secured by way of first charge of hypothecation / assignment / security interest on the escrow account

of the projects financed.

Further, the term loan is also secured by corporate guarantee from MEP Infrastructure Developers

Private Limited, the holding company and personal guarantees given by Mr. J.D. Mhaiskar and Mrs.

Anuya J. Mhaiskar, Directors of the Company, and some of the relatives of the directors.

The term loan carries an interest rate of 13.5% pa. The term loan is repayable in 32 monthly unequal

installments.commencing from the month of disbursement of term loan.

Prepayment charges shall be charged @ 2.00% of the outstanding amount of facility. Penal interest

shall be @ 2.00% of the overdue amount over and above the applicable interest rate.

MEP Chennai Bypass Toll Road Private Limited

Term loan includes loan from a bank amounting to Rs.56.43 millions as on 31 March 2014 which is

secured as below:

i) a first pari-passu charge on entire cash flows, receivables, book debts, toll collection (from the

project) and revenues of the company

ii) by way of hypothecation of entire movable properties of the Company, (including movable plant

and machinery, machinery, spares, tools and accessories, furniture, fixtures, vehicles, inventories

and all other movable properties);

iii) a first mortgage and charge on entire immovable properties of the Company

iv) corporate guarantees given by MEP Infrastructure Developers Private Limited, the holding

374

company and personal Guarantee by Mr. Jayant Mhaiskar.

v) pledge of 20% shareholding held by MEP Infrastructure Developers Private Limited

The loan carries an interest rate calculated on the base rate of the bank plus 2.50% p.a.

The loan is repayable in 28 structured monthly installments commencing with a mortorium of 3

months from August 2013.

Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific

instances as specified in the loan agreement, Penal interest shall be @ 1.00% p.a. of the total

outstanding amount of facility.

MEP Hyderbad Bangalore Toll Road Private Limited

Term loan includes loan from a bank amounting to Rs. 332.84 millions as on 31 March 2014 which is

secured by as below :

i) a first pari passu charge on entire cash flows, receivables, book debts, toll collection (from the

project) and revenues of the borrower;

ii) a first pari passu charge by way of hypothecation of entire movable properties of the Company,

(including movable plant and machinery, machinery, spares, tools and accessories, furniture,

fixtures, vehicles, inventories and all other movable properties);

iii) Immovable Residential House property situated in Pune, owned by promoters.

iv) corporate guarantees given by MEP Infrastructure Developers Private Limited, the holding

company and personal Guarantees by Mr. Jayant Mhaiskar and Mrs. Anuya Mhaiskar, directors of

the company;

v) pledge of 30% shares of the promoters of the Company

The loan carries an interest rate calculated on the base rate of the bank plus a spread of 2.30% p.a.

The loan is repayable in 16 structured Quarterly installments commencing from 31st March 2014.

Prepayment charges shall be as per the prevailing rules of the bank, except for certain specific

instances as specified in the loan agreement. Penal interest shall be 2.00% p.a. on the over and above

the interest rate as above on the overdue amount payable.

MEP RGSL Toll Bridge Private Limited

Term loans include loan from banks amounting to Rs. 478.45 millions as on 31 March 2014 which are

secured by a first pari-passu charge as follow:

a) on escrow on the entire cash flow, toll collections, revenue/receivable (from the project) of the

borrower.

b) by way of hypothecation of entire movable properties of the Company, (including movable plant

and machinery, machinery, spares, tools and accessories, furniture, fixtures, vehicles, inventories

and all other movable properties);

c) by way of hypothecation / mortgage / assignment, as the case may be of all the rights, title,

interest, benefits, claims and demands; and

375

d) Corporate guarantee of MEP Infrastructure Developers Private Limited, the holding company and

personal guarantee given by Mrs. Anuya Mhaiskar and Mr. Jayant Mhaiskar, directors of the

Company and some of the relative of the directors

The term loans carry an interest rate of 12.00% p.a.

Term loan of Rs 248.45 millions as on 31 March 2014 is repayable in 36 unequal monthly installments

after the moratorium period of three months from the date of first drawdown.

Out of the above, term loan of Rs.188.45 million carries prepayment charges @ 3.25% on the

outstanding amount of facility in case of take out finance. Penal interest of 3.25% over the prevailing

rate of interest shall be charged in the event of default in repayment of interest or installment.

Out of the above, term loan of Rs. 60.00 million carries prepayment charges as specified in the loan

agreement. Penal interest @ 2.00% p.a. shall be charged for the interest / installment in arrears.

Term loan of Rs 150.00 millions as on 31 March 2014 and Rs. 80.00 millions as on 31 March 2014 are

repayable in 36 unequal monthly installments and 33 unequal monthly installments respectively from

the date of first drawdown.

Out of the above, term loan of Rs. 80.00 millions carries prepayment charges @ 1.00% of the prepaid

amount except for certain specific instances as specified in the loan agreement. Penal interest @ 1.00%

shall be charged on the total outstanding amount of the facility in case of default.

Out of the above, term loan of Rs. 150.00 millions carries prepayment charges @ 2.00% of balance

amount of outstanding before prepayment. Penal interest @ 2.00% shall be charged on the defaulted

amount of the facility in case of default.

Raima Toll Road Private Limited

Term loans include loan from a bank amounting to Rs.129.50 millions as on 31 March 2014 which is

secured as below :

i) a first pari-passu charge by way of hypothecation on entire movable assets of the company

ii) a first charge by way of hypothecation, on the company’s cash flows and receivables including

revenues of the company.

iii) a first charge on all intangibles including but not limited to goodwill and uncalled capital,

iv) a first charge on the Escrow account, DSRA and any other reserves and other bank accounts of

the Company.

v) a first pari-passu charge by way of hypothecation, on the cash flows and receivables of MEP

Hyderabad Bangalore Toll Road Private Limited (fellow subsidiary company) including revenues

of MEPHBTRPL.

vi) a first pari-passu charge on the cash flows and receivables of MEP Chennai Bypass Toll Road

Private Limited (fellow subsidiary company) including revenues of MEPCBTRPL.

vii) Pledge of 30% shares of the Company

viii) Corporate guarantees given by MEP Infrastructure Developers Private Limited, the holding

company and personal Guarantee by Mr. Jayant Mhaiskar, director of the company.

The loan carries an interest rate calculated on the base rate of the bank plus a spread of 2.75% p.a.

The loan is repayable in 28 unequal monthly installments commencing from December 2013.

376

Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific

instances as specified in the loan agreement. Penal interest shall be charged @ 1.00% p.a. of the total

outstanding amount of facility.

5) Vehicle loans

A) Vehicle loans from various banks of Rs 51.32 millions as on 31 March 2014 carry interest rate ranging

from 9.68% - 12.52% p.a. The loans are repayable in 35-36 monthly installments along with interest,

from the date of disbursement of loan. The loans are secured by way of hypothecation of the respective

vehicles.

B) Vehicle loans includes loan from a various financial institutions of Rs 2.17 millions (previous year : Rs

14.76 millions) carry interest rate ranging from of 9.25% - 12.34% p.a. The loans are repayable in 35 -

59 monthly instalments along with interest, from the date of disbursement of loan. The loans are

secured by way of hypothecation of the respective vehicles.

6) Commercial equipment loan

MEP Hyderbad Bangalore Toll Road Private Limited

Commercial Equipment loans from various banks of Rs.18.56 millions as on 31 March 2014 are secured as

below;

i) First charge in favour of the Bank by way of Hypothecation of commercial equipments of the

company.

ii) Personal Guarantee by Mr. Jayant Mhaiskar, director of the company.

iii) The loan carry a fixed interest rate of 11.5% on reducing balance

iv) The loans are repayable in 35-36 monthly installments along with interest, from the date of

disbursement.

MEP Infrastructure Developers Private Limited, the holding company is also a co-borrower.

Penal interest shall be charged @ 24.00% p.a. on the delayed payments.

7) Unsecured loans

Interest free unsecured loan is received from Ideal Toll & Infrastructure Private Limited (Holding

Company) of Rs 75.51 millions as on 31 March 2014 is repayable in equal installments on the 8th ,9th and

10th year of the loan.

377

Annexure XII- Restated Consolidated Statement of Long-term Provisions and Other Non- Current

Liabilities

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Gratuity payable 14.57 11.50 8.57 5.52 2.14

Provision for income tax (net of advance tax) - - - - -

Total 14.57 11.50 8.57 5.52 2.14

Notes:

1) The figures disclosed above are based on the restated unconsolidated summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated unconsolidated summary Statements of

Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

378

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XIII- Restated Consolidated Statement of Short-term borrowings Trade Payables, Other

Current Liabilities and Short-Term Provisions

A Short-term borrowings

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Short term loan

- from banks 290.34 - - - -

Working capital loan (secured)

- from banks 53.65 164.04 59.80 135.61 1,107.25

- from financial institutions - - 100.00 120.03 -

Loans repayable on demand (secured)

- from banks 999.46 200.00 - - -

Unsecured

-from related parties (refer note A(i)) 42.85 23.90 288.51 1,004.80 24.42

-from Share holders 0.48 0.48 0.48 0.48 -

Total 1,386.78 388.42 448.79 1,260.92 1,131.67

A(i) Unsecured short term borrowings from related party

(Rs. in million)

Particulars As at

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Ideal Toll & Infrastructure Private

Limited (holding company)

40.65 21.90 - 689.48 24.42

Enterprises over which

significant influence is exercised

by key managerial personnel

Anuya Enterprises - - 19.79 34.80 -

Jan Transport - - 6.01 30.52 -

IEPL Power Trading Company

Limited

- - 250.00 250.00 -

Key Managerial Personnel

Jayant Mhaiskar 2.20 2.00 12.71 - -

Total 42.85 23.90 288.51 1,004.80 24.42

Notes

1) The above statement should be read with the notes to restated Consolidated summary Statement of Assets

and Liabilities, Profit and Loss and Cash Flow as appearing in Annexure IVA, IVB & IVC.

379

Financial year ended 31 March 2014

2) Short -term loan taken by MEP Infrastructure Developers Private Limited

Term Loans include loan from a bank amounting to Rs 23.68 millions (previous year : Nil) which is

secured as below :

a) assignment / hypothecation of receivables to be generated from the Toll collection account of the

projects financed;

b) Personnel Guarantee given by Mr. Jayant D. Mhaiskar & Mr. Dattatray P. Mhaiskar, directors of the

Company;

c) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, the holding company;

The term loan carries an interest rate of 2.35% p.a. below the Bank's Prime Lending Rate subject to

minumum of 13% p.a.

The loan is repayable in 12 equal monthly installments from the date of first drawdown.

Penal interest shall be charged @ 2.00 p.a. on non-compliance of terms and prepayment charges @ 2.00%

shall be charged on the outstanding dues in case of take over by any financial institution/bank.

3) Short -term loan taken by subsidiaries

Rideema Toll Bridge Private Limited

Term loans include loan from a bank amounting to Rs 2,66.67 millions (previous year : Rs Nil) which is

secured by way of first charge as below:

a) by way of hypothecation on all the company's cash flows and receivables deposited in escrow account

after meeting the priorities as provided in the escrow agreement & concession agreement;

b) on entire movable assets of the company current & future;

c) by way of assignment of toll collection right awarded by Hoogly river bridge commissioners at

Vidyasagar Setu, Kolkata;

d) corporate guarantee given by MEP Infrastructure Developers Private Limited the holding company and

personal guarantee given by Mr. Jayant D. Mhaiskar.

Term loan carries interest rate of 12.50% p.a and is repayable in 12 monthly equal installments after 2

months from the month of disbursement.

Penal interest shall be 2.00% p.a. on the over and above the applicable interest rate on the overdue amount

payable.

4) Working capital loans taken by subsidiaries

MEP IRDP Solapur Toll Road Private Limited

Term loans inclue loan from a bank amounting to Rs 53.65 millions as on 31 March 2014 which is secured

by way of first charge of hypothecation / assignment / security interest on the escrow account of the

projects financed.

Further, the term loan is also secured by corporate guarantee from MEP Infrastructure Developers Private

Limited, the holding company and personal guarantees given by Mr. Jayant Mhaiskar and Mrs. Anuya

Mhaiskar, directors of the Companysome of the relatives of the directors

380

The term loan carry interest rate of 13.5% pa. The term loan is repayable in 12 equal monthly instalments.

Prepayment penalty shall be charged @ 2.00% of the prepaid amount and penal interest shall be 2.00% on

the overdue amount.

5) Loan repayable on demand

MEP Infrastructure Developers Private Limited

A) Loans repayble on demand include an overdfrat facility from a bank amounting to Rs 500.00 millions

as on 31 March 2014 from a bank secured as below:

(a) First charge / hypothecation / assignment of security interest on Escrow account;

(b) Personnel Guarantee given by Mr. J.D. Mhaiskar & Mr. D.P. Mhaiskar, directors of the Company;

(c) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (holding company);

(d) Loan carries an interest rate calculated on the base rate of the bank and a spread of 3% p.a.

B) Loans repayble on demand include an overdfrat facility from a bank amounting to Rs 499.46 millions

as on 31 March 2014 from a bank secured as below:

(a) First charge / hypothecation / assignment of security interest on Escrow account; (b) First charge

by way of hypothecation of all the movable assets, present and future, of the projects financed.

(c) First charge on receivable of the projects financed. (d) Personnel Guarantee given by Mr. J.D.

Mhaiskar, director of the Company;

Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (holding company);

Loan carries an interest rate calculated on the base rate of the bank and a spread of 2.25% p.a.

Penal interest @ 2.00% shall be charged on the overdue amounts.

6) Unsecured loans

A) Interest free unsecured loan from Ideal Toll & Infrastructure Private Limited (Holding Company) of Rs

40.65 millions as on 31 March 2014 which is repayable on demand and;

B) Interest free unsecured loan from Mr. Jayant Mhaiskar (relative of director of the Company) of Rs 2.20

millions as on 31 March 2014 which is repayable on demand.

C) Interest free unsecured loan from Pratibha Industries (shareholder of the company) of Rs. 475 millions

as on 31 March 2014 which is repayable on demand.

B Trade payables - Related party

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Trade payable towards goods purchased and

services received

- dues of micro enterprises and small enterprises 0.06 0.53 - - -

- other creditors 1,464.93 221.54 241.07 93.31 8.40

Total 1,464.99 222.07 241.07 93.31 8.40

381

C Other current liabilities

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Current maturities of long-term borrowings 1,629.72 1,373.36 1,190.35 5,071.00 149.99

Current maturities of long-term Liabities 522.00 - - - -

Interest accrued but not due on borrowings 110.99 138.17 117.57 179.70 13.05

Employee benefits expense payable 54.79 42.98 26.99 14.23 2.38

Interest accrued and due 667.60 438.17 4.15 3.67 -

Share application money - 790.98 75.60 - -

Statutory dues payable

- Tax deducted at source 34.33 16.47 85.43 96.73 0.57

- Provident fund 2.16 1.64 0.86 1.22 0.36

- Profession tax 0.50 0.48 0.43 0.26 0.07

- Others 3.94 1.92 1.64 2.28 0.21

Other liabilities 89.38 38.74 172.00 118.66 14.02

Total 3,115.41 2,842.91 1,675.02 5,487.75 180.65

D Short -term provisions

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Gratuity payable 3.11 2.43 1.47 0.67 0.48

Compensated absenses - - - - -

Wealth tax payable 0.30 0.29 0.31 0.42 0.31

Total 3.41 2.72 1.78 1.09 0.79

Notes:

1) The figures disclosed above are based on the restated unconsolidated summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated unconsolidated summary Statements of

Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

382

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XIV- Restated Consolidated Statement of Income and Expenses

A Revenue from Operations

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Sale of services

- Toll and Octroi Collection 11,979.05 12,800.27 10,800.76 4,491.33 3,283.13

Other operating revenue

- Road repair and maintenance - - 0.36 2.49 -

Total 11,979.05 12,800.27 10,801.12 4,493.82 3,283.13

B Operating and maintenance expenses

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Concession fees to authority 7,376.29 7,834.86 6,242.27 3,075.24 3,100.79

Road repairing and maintenance

expenses

372.70 210.91 135.90 60.06 13.79

Maintenance cost paid to authority 11.69 - - - -

Toll, Octroi and site attendant

expenses

98.12 129.00 174.94 51.87 8.31

Site Expenses 2.24 17.34 16.99 18.84 3.66

Other operational expenses 128.69 121.17 104.57 8.86 0.09

Supervision and independent

engineer fees to authority

25.60 19.59 4.29 - -

Total 8,015.33 8,332.87 6,678.96 3,214.87 3,126.64

C Employee Benefits

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Salaries, wages and bonus 419.35 432.63 338.43 124.28 50.21

Contribution to provident funds 24.65 26.79 24.14 10.15 3.77

Gratuity expenses 4.51 3.94 3.86 4.45 1.29

Staff welfare expenses 50.07 61.85 46.44 14.93 4.29

Total 498.58 525.21 412.87 153.81 59.56

383

D Finance costs

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Interest expenses

- from banks 957.50 901.59 703.05 231.34 30.12

- from financials institutions 2,745.86 2,810.77 2,949.52 881.84 12.34

- from others 0.04 - 20.72 3.47 -

Other borrowing cost

-Loan foreclosure charges 1.44 6.74 - - 2.00

-Bank guarantee and commission 32.08 22.21 25.60 16.28 2.41

-Processing fees 60.16 23.73 66.99 165.69 6.49

Total 3,797.08 3,765.04 3,765.88 1,298.62 53.36

E Other expenses

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Rates and taxes 7.11 9.42 3.66 4.37 4.08

Director Remuneration 49.83 18.38 0.86 0.21 -

Insurance 5.43 3.17 1.38 0.64 4.12

Legal consultancy and

professional fees

61.50 46.09 71.16 256.35 10.62

Travelling expenses 68.35 79.93 58.67 21.80 5.00

Business promotion and

advertisement expenses

4.69 62.98 20.84 3.63 3.39

Repairs & Maintenance

- Machinery 5.03 6.65 - - -

- Computers 4.44 6.95 7.49 2.91 0.52

- Others 7.37 4.38 5.83 20.63 3.73

Auditors remuneration 4.55 2.82 0.67 0.42 0.12

Miscellaneous Expenses 39.50 52.89 48.83 40.45 10.56

Total 257.80 293.66 219.39 351.41 42.14

Notes:

1) The figures disclosed above are based on the restated unconsolidated summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated unconsolidated summary Statements of

Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

384

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XV- Restated Consolidated Statement of Other Income

(Rs. in million)

Particulars 31

March

2014

31

March

2013

31

March

2012

31

March

2011

31

March

2010

Nature:

Recurring

/non-

recurring

Related/N

ot related

to business

activity

Interest income

- from fixed deposits 102.77 88.58 86.78 37.40 8.14 Recurring Related

- from loans to

related parties

114.51 117.26 200.74 103.52 - Non-

Recurring

Not related

- from loans to

parties other than

related parties

30.42 0.12 275.58 0.02 - Non-

Recurring

Not related

Dividend income 0.10 0.86 0.43 0.97 - Non-

Recurring

Not related

Profit on sale of

mutual funds

0.02 0.26 1.22 - - Non-

Recurring

Not related

Provisions no longer

required written back

1.67 - - - - Non-

Recurring

Not related

Claim against

authority

170.35 - - - - Non-

Recurring

Not related

Miscellaneous

income

2.45 13.30 0.15 0.07 0.02 Non-

Recurring

Not related

Total 422.29 220.38 564.90 141.98 8.16

Notes:

1) The figures disclosed above are based on the restated unconsolidated summary Statements of Assets and

Liabilities of the Company.

2) The above statement should be read with the notes to restated unconsolidated summary Statements of

Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

385

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XVI : Restated Consolidated Statement of Contingent Liabilities

(Rs. in million)

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Interest on late payments to

Maharashtra State Road Development

Corporation Limited

6.80 6.80 6.80 6.80 6.80

Claims made against the Company not

acknowledged as debts

by the Company

861.45 - - - -

Bank guarantees 3,213.31 2,922.23 1,484.45 1,097.39 130.31

Corporate guarantees given 35,050.30 31,392.91 30,863.91 27,537.31 231.60

Total 39,131.86 34,321.94 32,355.16 28,641.50 368.71

Notes :

The above statement should be read with the notes to restated consolidated summary Statements of Assets and

Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

386

Annexure XVII- Restated Consolidated Statement of Dividend

The Company has not paid any dividends in respect of the five years ended 31 March 2014, 2013, 2012, 2011

and 2010

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

387

Annexure XVIII- Restated Consolidated Statement of Accounting Ratios

(Rs. in million)

Particulars For the years ended

31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Restated net (loss)/profit

after tax attributable to

equity share holders

(1,175.36) (624.82) (551.07) (852.83) (12.71)

Weighted number of

equity shares outstanding

during the year

100,000,000 100,000,000 42,117,486 11,250,000 11,250,000

Weighted number of

diluted equity shares

outstanding during the

year

100,000,000 * * 11,250,000 11,250,000

Basic earnings per share

(EPS) (Rs.)

(11.75) (6.25) (13.08) (75.81) (1.13)

Diluted earnings per

share (DEPS) (Rs.)

(11.75) * * (75.81) (1.13)

Networth (821.22) (167.96) 456.86 120.43 973.26

Return on net worth

(refer note 1(c ) below)

(%)

(143.12%) (372.00%) (120.62%) (708.13%) (1.31%)

Net asset value per equity

share (refer note 1(d)

below)

(8.21) (1.68) 4.57 10.71 86.51

Net tangible assets (refer

note 1(e) below)

(24,176.55) (21,037.57) (21,018.81) (22,109.71) (973.26)

Monetary assets (refer

note 1(f) below)

1,836.85 1,795.39 1,568.92 1,351.47 203.34

Pre tax operating profits

(refer note 1(g) below)

1,943.05 2,658.87 2,543.02 387.11 50.11

EBITDA (refer note 1(h)

below)

3,629.64 3,868.92 4,054.79 915.71 62.95

* Diluted earning per share has not been disclosed for the year ended 31 March 2013 and 2012 since the

impact of conversion of potential equity shares ( share application money ) over the earnings per share was

anti-dilutive.

Notes:

1) The above statement should be read with the notes to restated consolidated summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

2) The Ratios have been computed as below:

a) Basic earnings per share (Rs) = Restated net (loss)/profit after tax attributable to equity shareholders /

Weighted number of equity shares outstanding during the year

b) Diluted earnings per share (Rs) = Restated net (loss)/profit after tax attributable to equity shareholders

(including dilutive earnings, if any) / Weighted number of diluted equity shares outstanding during

year

c) Return on net worth (%) = Restated net (loss)/profit after tax attributable to equity shareholders / Net

worth x 100

388

d) Restated net asset value per equity share (Rs) = Restated Net worth at the end of the year / Total

number of equity shares outstanding at the end of the year.

e) Restated net tangible assets (Rs) = Current assets + Non current assets- Goodwill on consolidation-

Intangible assets-Intangible assets under development - Current Liabilities - Non- current liabilities

f) Restated monetary assets (Rs) = Cash and bank balances + Fixed deposits with banks with maturity

period more than twelve months from reporting date.

g) Restated Pre tax operating profits (Rs) = Restated (loss) / profit before tax - Other Income + Finance

costs.

h) Restated EBITDA (Rs) = Restated (loss) / profit before tax + Finance costs + Depreciation,

amortisation and impairment.

3) The Company does not have any revaluation reserves or extra-ordinary items.

4) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of

the year adjusted by the number of equity shares issued during the year multiplied by the time weighting

factor. The time weighting factor is the number of days for which the specific shares are outstanding as a

proportion of total number of days during the year.

5) Net worth for ratios mentioned in note 1(c) and 1(d) is = Equity share capital + Reserves and surplus

(including surplus in Statement of Profit and Loss)

6) Earnings per share calculations are in accordance with Accounting Standard 20 - Earnings per share,

notified under the Companies (Accounting Standards) Rules 2006, as amended.

7) The figures disclosed above are based on the consolidated restated summary statements of the Company.

389

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XIX- Capitalisation Statement

Particulars Pre IPO as at 31 March 2014 As adjusted for

IPO

(Refer note 2

below)

Debt

Short term debt (A) (refer annexure XIII) 1,386.78

Long term debt (B)(including current maturities of

long-term debt (refer annexure XI)

30,292.34

Total debt (A+B) 31,679.12

Shareholder's funds

Share capital 1000.00

Reserves and surplus (refer annexure V) -

Net surplus in the Statement of Profit or Loss (1821.34)

Capital Reserve 0.12

Total shareholder's funds (C) (821.21)

Long term debt/equity (B/C) (38.58)

Notes :

1) The above statement should be read with the notes to restated consolidated summary Statements of Assets

and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.

2) The corresponding figures (as adjusted for IPO) are not determinable at this stage pending the completion

of the book building process and hence have not been furnished

390

MEP Infrastructure Developers Limited

(formerly known as MEP Infrastructure Developers Private Limited)

Annexure XX : Restated Consolidated Statement of Related Party Transactions

List of related parties and transactions as per requirements of Accounting Standard - 18, 'Related Party

Disclosures' issued by the Institute of Chartered Accountants of India

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Holding Company Ideal Toll &

Infrastructure

Private

Limited

Ideal Toll &

Infrastructure

Private Limited

Ideal Toll &

Infrastructure

Private Limited

Ideal Toll &

Infrastructure

Private Limited

Ideal Toll &

Infrastructure

Private Limited

Key Management

Person

Mr.Dattatray

Mhaiskar

Mr.Dattatray

Mhaiskar

Mr.Dattatray

Mhaiskar

Mr.Dattatray

Mhaiskar

Mr.Dattatray

Mhaiskar

Mr.Jayant

Mhaiskar

Mr.Jayant

Mhaiskar

Mr.Jayant

Mhaiskar

Mr.Jayant

Mhaiskar

Mr.Jayant

Mhaiskar

Mrs. Sudha

Mhaiskar

Mrs. Sudha

Mhaiskar

Mrs. Sudha

Mhaiskar

Mrs. Sudha

Mhaiskar

Mrs. Sudha

Mhaiskar

Mrs. Anuya

Mhaiskar

Mrs. Anuya

Mhaiskar

Mrs. Anuya

Mhaiskar

Mrs. Anuya

Mhaiskar

Mrs. Anuya

Mhaiskar

Mr. Sameer

Apte

Mr. Sameer

Apte

Mr. Sameer

Apte

Mr. Sameer

Apte

Mr. Uttam

Pawar

Mr. Uttam

Pawar

Mr. Uttam

Pawar

Mr. Uttam

Pawar

Mr. Murzash

Manekshana

Mr. Murzash

Manekshana

Mr. Subodh

Garud

Mr. Subodh

Garud

Mr. Subodh

Garud

Mr. Subodh

Garud

Enterprises over

which significant

influence is

exercised by key

managerial

personnel

Ideal Energy

Projects

Limited.

Ideal Energy

Projects

Limited.

Ideal Energy

Projects

Limited.

Ideal Energy

Projects

Limited.

Ideal Energy

Projects

Limited.

A.J.Tolls

Private

Limited

A.J.Tolls

Private Limited

A.J.Tolls

Private Limited

A.J.Tolls

Private Limited

A.J.Tolls

Private Limited

VCR Toll

Services

Private

Limited

VCR Toll

Services

Private Limited

VCR Toll

Services

Private Limited

VCR Toll

Services

Private Limited

VCR Toll

Services

Private Limited

Ideal

Infoware

Private

Limited

Ideal Infoware

Private Limited

Ideal Infoware

Private Limited

Ideal Infoware

Private Limited

Ideal Infoware

Private Limited

Global Safety

Visions

Private

Limited

Global Safety

Visions Private

Limited

Global Safety

Visions Private

Limited

Global Safety

Visions Private

Limited

Global Safety

Visions Private

Limited

Ideal Ideal Ideal Ideal Ideal

391

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Hospitality

Private

Limited

Hospitality

Private Limited

Hospitality

Private Limited

Hospitality

Private Limited

Hospitality

Private Limited

Ideal Brands

Private

Limited

Ideal Brands

Private Limited

Ideal Brands

Private Limited

Ideal Brands

Private Limited

Ideal Brands

Private Limited

IRB

Infrastructure

Developers

Limited

IRB

Infrastructure

Developers

Limited

IRB

Infrastructure

Developers

Limited

IRB

Infrastructure

Developers

Limited

IRB

Infrastructure

Developers

Limited

Ideal Road

Builders

Private

Limited.

Ideal Road

Builders

Private

Limited.

Ideal Road

Builders

Private

Limited.

Ideal Road

Builders

Private

Limited.

Ideal Road

Builders

Private

Limited.

Thane

GhodBunder

Toll Road

Private

Limited

Thane

GhodBunder

Toll Road

Private Limited

Thane

GhodBunder

Toll Road

Private Limited

Thane

GhodBunder

Toll Road

Private Limited

Thane

GhodBunder

Toll Road

Private Limited

IDAA

Infrastructure

Private

Limited

IDAA

Infrastructure

Private Limited

IRB

Infrastructure

Private

Limited

IRB

Infrastructure

Private Limited

MMK Toll

Road Private

Limited

MMK Toll

Road Private

Limited

IDAA

Infrastructure

Private Limited

IDAA

Infrastructure

Private Limited

IDAA

Infrastructure

Private Limited

Mhaiskar

Infrastructure

Private

Limited.

Mhaiskar

Infrastructure

Private

Limited.

IRB

Infrastructure

Private Limited

IRB

Infrastructure

Private Limited

IRB

Infrastructure

Private Limited

IRB Surat

Dahisar

Tollway

Private

Limited

NKT Road &

Toll Private

Limited

MMK Toll

Road Private

Limited

MMK Toll

Road Private

Limited

MMK Toll

Road Private

Limited

NKT Road &

Toll Private

Limited

Anuya

Enterprises

Mhaiskar

Infrastructure

Private

Limited.

Mhaiskar

Infrastructure

Private

Limited.

Mhaiskar

Infrastructure

Private

Limited.

Anuya

Enterprises

D.S.Enterprises

D.S.

Enterprises

Jan Transport

Jan Transport Rideema

Enterprises.

Rideema

Enterprises.

Virendra

Builders

Altamount

Capital

Management

Private Limited

392

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Virendra

Builders

Sudha

Productions

NKT Road &

Toll Private

Limited

NKT Road &

Toll Private

Limited

NKT Road &

Toll Private

Limited

Sudha

Productions

Raima

Manpower &

Consultancy

Services

Private Limited

Jhingo Capital

Management

Private Limited

Raima

Manpower &

Consultancy

Services

Private

Limited

IEPL Power

Trading

Company

Private Limited

Anuya

Enterprises

Anuya

Enterprises

Anuya

Enterprises

IEPL Power

Trading

Company

Private

Limited

Maask

Entertainment

Private Limited

D.S.Enterprises D.S.Enterprises D.S.Enterprises

Maask

Entertainment

Private

Limited

Jhingo Capital

Management

Private Limited

Jan Transport Jan Transport Jan Transport

Altamount

Capital

Management

Private

Limited

Altamount

Capital

Management

Private Limited

Rideema

Enterprises.

Rideema

Enterprises.

Rideema

Enterprises.

Chitpavan

Foundation

Chitpavan

Foundation

Virendra

Builders

Virendra

Builders

Virendra

Builders

MEP Toll

Gates Private

Limited

MEP Highway

Solutions

Private Limited

Sudha

Productions

Sudha

Productions

Sudha

Productions

Boogie

Ventures

Private Limited

Raima

Manpower &

Consultancy

Services

Private

Limited.

Raima

Manpower &

Consultancy

Services

Private

Limited.

MEP Toll

Gates Private

Limited

IEPL Power

Trading

Company

Private Limited

IEPL Power

Trading

Company

Private Limited

MEP Projects

Private Limited

Maask

Entertainment

Private Limited

Jhingo Capital

Management

Private Limited

Boogie

Ventures

Private Limited

Maask

Entertainment

Private

Limited.

Chitpavan

Foundation

Altamount

Capital

Management

Chitpavan

Foundation

393

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Private Limited

Chitpavan

Foundation

Boogie

Ventures

Private Limited

Annexure XX : Restated Consolidated Statement of Related Party Transactions

Details of Transactions with Related Parties

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Income from Toll collection

Jan Transport - - - - 1,758.50

Virendra Builders - - - 178.65 -

D.S Enterprise 411.51 260.83 - 165.40 -

Road repairing charges

received

Jan Transport - - - 12.50 -

Road repairing charges paid

Jan Transport - - - 11.36 -

Expenses incurred on our

behalf

Ideal Toll & Infrastructure

Private Limited

- - - 0.29

Jan Transport - 2.17 2.38 10.00 0.01

Rideema Enterprise - - - 0.02 0.01

IRB Infrastructure Developers

Limited

- - 0.02 - 0.21

Raima Manpower & Consultancy

Services Private Limited

- 0.23 0.50 - -

Reimbursement made

Ideal Toll & Infrastructure

Private Limited

- - - - 0.80

Rideema Enterprise - 0.02 0.01 - 1.03

IRB Infrastructure Developers

Limited

- - - 0.04 0.13

Raima Manpower and

Consultancy Services Private

Limited

- 0.01 - - -

Jan Transport - - - 7.07 -

A.J.Tolls Private Limited - - - 1.12 -

Expenses incurred on behalf of

others

Ideal Toll & Infrastructure 38.49 0.01 0.38 - 0.06

394

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Private Limited

Ideal Energy Projects Limited 0.69 1.94 0.83 2.21 1.52

IRB Infrastructure Developers

Limited

- - 0.02 -

A.J.Tolls Private Limited 0.02 0.01 3.01 1.49 -

VCR Toll Services Private

Limited

1.50 - - - -

Jan Transport - - 0.05 - -

Raima Manpower and

Consultancy Services Pvt Ltd

- - - 0.01 -

Maask Entertainment Private

Limited.

- 0.01 0.98 - -

Mr.Dattatray Mhaiskar - 0.01 - - -

Reimbursement Received

Ideal Toll & Infrastructure

Private Limited

- - 1.08 0.06 0.31

A.J.Tolls Private Limited - - 3.01 - -

Ideal Energy Projects Limited - - 3.63 - -

Jan Transport - 12.25 - - -

Loans given

Ideal Toll & Infrastructure

Private Limited

22.30 3,788.02 73.29 4.50 202.82

Anuya Enterprise - - - 341.55 213.00

Jan Transport 25.09 - - 340.42 26.57

A.J.Tolls Private Limited 4.10 62.99 829.70 992.64 81.75

Rideema Toll Private Limited - - - - -

IEPL Power Trading Company

Limited

47.08 1,404.59 314.76 -

Rideema Enterprise - 10.59 2.83 376.20 -

Ideal Infoware Private Limited - - - 150.00 -

Sudha Production - - 0.76 - -

Mrs. A.J.Mhaiskar - - 7.00 5.96 0.96

Mr.Jayant Mhaiskar - 12.31 2.50 - -

Mr.Dattatray Mhaiskar - - 21.12 - -

Advances given

Ideal Toll & Infrastructure

Private Limited

275.00 - - - -

A J Tolls Private Limited 50.00 - - - -

Jan Transport 193.98 80.00 - - -

Repayment of loans/advances

given

Ideal Toll & Infrastructure

Private Limited

22.30 108.68 - 7.81 20.17

Jan Transport 389.38 0.35 21.59 289.75 111.14

Rideema Toll Private Limited - - - - 37.98

A.J.Tolls Private Limited 52.49 98.25 1,646.88 174.69 98.61

IEPL Power Trading Company

Limited

7.28 55.93 1,623.30 80.71 -

395

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Rideema Enterprise 478.60 468.19 - - -

Ideal Energy Projects Limited 0.63 - - - -

Ideal Infoware Private Limited - 150.00 - - -

Anuya Enterprise - 423.70 - 213.00 -

Sudha Productions - 0.76 - - -

Mrs. A.J.Mhaiskar - 92.79 - 21.96 426.57

Mr.Jayant Mhaiskar - 12.31 1.28 - -

Mr.Dattatray Mhaiskar - - 21.12 - -

Loans taken

Ideal Toll & Infrastructure

Private Limited

1,651.50 120.60 1,272.70 2,322.94 267.78

Ideal Infoware Private Limited - - - - 3.60

Jan Transport - 12.78 - 30.52 11.93

Mr.Dattatray Mhaiskar - - - - 26.00

Mr.Jayant Mhaiskar 626.59 149.00 12.70 0.40 15.50

Anuya Enterprise - - - 80.79 -

IEPL Power Trading Company

Limited

30.94 - - 250.00 -

Mrs. Anuya Mhaiskar 0.57 - - - -

Ideal Energy Projects Limited 4.93 - - - 36.00

IEPL Power Trading Company

Limited

- - 15.50 - -

Loans repaid during the year

Ideal Toll & Infrastructure

Private Limited

1,708.26 329.69 1,670.61 1,931.42 243.36

Anuya Enterprise - 19.79 15.00 60.00 1.65

Ideal Infoware Private Limited - - - 5.59

Ideal Energy Projects Limited 2.00 - - - 36.00

Jan Transport - 18.79 24.51 - 11.93

Rideema Enterprise - - - - 3.78

Mrs. Anuya Mhaiskar 0.57 - - - -

A.J.Tolls Private Limited - - - 23.16 -

Mr.Dattatray Mhaiskar - - - 26.00

Mr.Jayant Mhaiskar 626.39 163.51 - - 29.44

IEPL Power Trading Company

Limited

30.94 250.00 15.50 - -

Virendra Builders - - - 1.00 -

Advance received

Jan Transport - - 110.10 - -

Receipt of trade receivables

Jan Transport - - - 0.13 -

D S Enterprises 187.33 - - - -

Equity contribution made

Ideal Energy Projects Limited - 30.00 - - -

Investment in shares of MEP

Infrastructure Private Limited

396

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

from

Ideal Toll & Infrastructure

Private Limited

42.73 - - - -

Investment in shares of

Rideema Toll Private Limited

from

Ideal Toll & Infrastructure

Private Limited

41.46 - - - -

Mr. Jayant Mhaiskar 56.70 - - - -

Investment in shares of MEP

Highway Solutions Private

Limited from

Mrs. Anuya Mhaiskar 0.05 - - - -

Mr. Jayant Mhaiskar 0.05 - - - -

Investment in shares of MEP

RGSL Toll Bridge Private

Limited from

Mrs. Anuya Mhaiskar 0.05 - - - -

Mr. Jayant Mhaiskar 0.05 - - - -

Investment in shares of Raima

Ventures Private Limited from

Mrs. Anuya Mhaiskar - - - 0.03 -

Mr. Jayant Mhaiskar - - - 0.01 -

Ideal Toll & Infrastructure

Private Limited

- - - 0.07 -

Equity contribution made

Purchase of shares of Ideal

Energy Projects Limited

- - 468.76 90.00 -

Purchase of Shares of Raima

Manpower & Consultancy

Services Private Limited

- - 0.10 - -

Equity contribution sold

Jan Transport - - 558.76 - -

Mr. Jayant Mhaiskar - - 0.05 - -

Mrs. Anuya Mhaiskar - - 0.05 - -

Interest income

A.J.Tolls Private Limited 0.36 8.75 112.77 19.38 -

Ideal Toll & Infrastructure

Private Limited

113.08 4.52 - - -

Ideal Infoware Private Limited - 14.51 - - -

IEPL Power Trading Company

Limited

0.41 0.48 - 7.06 -

Anuya Enterprise - 44.75 41.86 7.07 -

Rideema Enterprise 0.66 49.95 46.11 7.79 -

397

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Receipt of interest income

Ideal Toll & Infrastructure

Private Limited

9.83 - - - -

Ideal Infoware Private Limited 14.51 - - - -

Anuya Enterprises 10.83 - - - -

Rideema Enterprises 11.93 - - - -

TDS on interest on loan given

Anuya Enterprise - - 4.19 0.71 -

A.J.Tolls Private Limited - 0.02 0.02 1.94 -

Rideema Enterprise - 4.61 0.07 0.78 -

Road repairing charges paid

Jan Transport - 11.36 2.83 11.36 -

Ideal Toll & Infrastructure

Private Limited

259.19 - - - -

Share application money paid

as investments

Ideal Toll & Infrastructure

Private Limited

- - 611.05 - -

A.J.Tolls Private Limited - - 600.00 - -

Ideal Energy Projects Limited 0.05 75.00 - - -

MEP Toll Gates Private Limited 0.01 0.01 - - -

MEP Highway Solutions Private

Limited

- 0.01 - - -

MEP Projects Private Limited - 0.01 - - -

Ideal Hospitality Private Limited - 11.00 300.00 - -

Share Application money paid

as Investments returned back

A J Tolls Private Limited 98.94 501.06 - - -

Ideal Toll & Infrastructure

Private Limited

552.57 - - - -

Ideal Hospitality Private Limited 102.00 - - - -

Ideal Energy Projects Limited 45.00 - - - -

Advances returned which were

received for Purchase of Shares

Jan Transport - 110.10 - - -

Mobilization advance given

Ideal Toll & Infrastructure

Private Limited

- 1,749.64 - - -

Jan Transport - - - 1,287.60 -

Mobilization advance given

398

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

adjusted against bills/repaid

Jan Transport - - 1,277.60 10.00 -

Share Application money

received / shares allotted

Mr.Jayant Mhaiskar - 0.67 659.06 - 0.01

Mrs. Anuya Mhaiskar - 0.05 1.60 - -

Ideal Energy Projects Limited - 0.05 - - -

Ideal Toll & Infrastructure

Private Limited

- 727.86 1,988.22 50.62 0.01

Rideema Enterprise - - - 0.01 -

Mr. Dattatray. M. Mhaiskar - - 619.46 - -

Shares allotted

Mrs. A.J.Mhaiskar - 0.05 0.10 - -

Mr.Jayant Mhaiskar - 0.05 222.38 - -

Ideal Energy Projects Limited - 0.05 - - -

Mr. Dattatray. M. Mhaiskar - 252.19 - -

Ideal Toll & Infrastructure

Private Limited

- - 413.03 50.61 -

Share application repaid

Mrs. A.J.Mhaiskar - 0.01 1.50 - -

Mr.Jayant Mhaiskar 63.12 13.10 361.08 - -

Ideal Toll & Infrastructure

Private Limited

1,181.24 - 1,121.81 - -

Mr. Dattatray. M. Mhaiskar - - 367.27

Interest expense

Ideal Toll & Infrastructure

Private Limited

- - - 14.58 -

Managerial remuneration

Mr. Sameer A. Apte 0.88 0.88 0.86 0.21 -

Mr. Murzash Manekshana 24.00 7.50 - - -

Mr. Jayant Mhaiskar 24.00 - - - -

Guarantees given

Ideal Energy Projects Limited - - 520.00 - -

Related party balances

Loans and advances receivable

Ideal Toll & Infrastructure

Private Limited

5,784.07 5,507.82 78.16 5.62 8.99

Jan Transport - 170.70 90.66 140.82 -

399

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Anuya Enterprise - 8.66 339.54 341.55 213.00

A.J.Tolls Private Limited 50.00 45.28 80.50 897.69 79.36

Ideal Road Builders Private

Limited

- 70.98 70.98 70.98 5.03

Mrs. A.J.Mhaiskar - - 92.79 85.79 101.79

Mr.Jayant Mhaiskar - - 1.22 - -

Rideema Enterprise - 20.80 389.19 379.35 -

IEPL Power Trading Company

Limited

- 6.93 15.35 234.06 -

Ideal Infoware Private Limited - 1.45 150.00 150.00 -

Ideal Energy Projects Limited 2.00 1.94 - 2.80 1.59

Maask Entertainment Private

Limited.

- - 0.98 - -

Sudha Production - - 0.76 - -

Raima Manpower and

Consultancy Services Pvt Ltd

- - 0.01 0.01 -

VCR Toll Services Private

Limited

1.48 - - - -

Unsecured loans/advances

payable

Ideal Toll & Infrastructure

Private Limited

40.65 97.41 306.50 704.41 24.42

Jan Transport - - 6.01 30.52 -

Rideema Enterprise - - - 0.02 0.01

Anuya Enterprise - - 19.79 34.79 -

Mr.Jayant Mhaiskar 2.20 2.40 12.70 - -

IEPL Power Trading Company

Limited

- - 250.00 250.00 -

IRB Infrastructure Developers

Limited

- - - - 0.15

Trade payables

Ideal Toll & Infrastructure

Private Limited

0.19 - - - -

Jan Transport - - 11.36 11.70 -

Rideema Enterprise - - - 0.01 -

Ideal Road Builders Private

Limited

- 0.08 0.08 0.08 0.08

Raima Manpower & Consultancy

Services Private Limited

- - 0.02 - -

Other Current Liabilities

Jan Transport - 0.34 110.44 0.34 0.63

Ideal Energy Projects Limited 2.93 - - - -

IRB Infrastructure Developers

Limited

- 0.14 0.14 0.13 -

Rideema Enterprise - - 0.02 0.02 -

400

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Other current assets

Anuya Enterprise - - - 6.37 -

Rideema Enterprises 3.15 3.15 3.15 7.01 -

Trade receivables

Virendra Builders - - 140.08 -

D.S Enterprise 224.18 260.83 - 129.01 -

Jan Transport - - 42.57 12.38 285.22

Ideal Toll & Infrastructure

Private Limited

- - - 1.08 -

Investment in shares

A.J.Tolls Private Limited 0.33 0.33 0.33 0.33 0.33

Ideal Energy Projects Limited - 30.00 - 90.00 -

Advance against acquisition of

equity share

Ideal Energy Projects Limited 0.05 45.00 - - -

A.J.Tolls Private Limited - 98.94 600.00 - -

Ideal Hospitality Private Limited 209.00 311.00 300.00 - -

MEP Toll Gates Private Limited 0.02 0.01 - - -

MEP Highway Solutions Private

Limited

- 0.01 - - -

MEP Projects Private Limited - 0.01 - - -

Ideal Toll & Infrastructure Pvt

Ltd

58.48 611.05 611.05 - -

Mobilization advance given

Jan Transport - - - 1,277.60 -

Managerial remuneration

Mr. Sameer A. Apte 0.06 0.05 0.07 0.06 -

Mr. Jayant Mhaiskar 6.68 7.12 - - -

Mr. Murzash Manekshana 1.07 1.06 - - -

Interest receivable on loan

given

A J Tolls Private Limited 0.02 2.79 - - -

Rideema Enterprises 0.65 - - -

Ideal Toll & Infrastructure

Private Limited

94.84 3.70 - - -

Ideal Infoware Private Limited

- 13.06 - - -

Anuya Enterprises - 2.17 46.05 - -

Rideema Enterprises - 2.39 41.50 - -

IEPL Power Trading Company

Private Limited

0.06 - - - -

Share application money

401

Particulars 31 March

2014

31 March

2013

31 March

2012

31 March

2011

31 March

2010

Ideal Toll and Infrastructure

private limited

- 727.86 - - -

Mr. Jayant Mhaiskar - 63.12 75.60 - -

Guarantees given

A J Tolls Private Limited - 242.31 242.31 - -

Ideal Energy Projects Limited - 520.00 520.00 - -

Ideal Toll & Infrastructure

Private Limited

109.30 109.30 109.30 - -

402

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations is based upon, and

should be read in conjunction with, our Restated Consolidated Financial Information and notes thereto

prepared in accordance with the Companies Act, 1956 and Indian GAAP and restated in accordance with the

SEBI Regulations as of and for the fiscal years ended March 31, 2014, 2013 and 2012, included in the section

titled “Financial Statements” on page 256. Indian GAAP differs in certain material respects from U.S. GAAP

and IFRS. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in

this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial information to those

under U.S. GAAP or IFRS. Accordingly, the degree to which the Restated Financial Information included in

this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s

level of familiarity with the Companies Act, Indian GAAP and the SEBI Regulations. All references to a

particular fiscal year are to the 12 month period ended March 31 of that year. Unless specified otherwise, the

discussion in this section is based on our Restated Consolidated Financial Information for the fiscal years

2014, 2013 and 2012.

The following discussion and analysis contains forward-looking statements that involve risks and uncertainties,

and actual results may differ materially from such forward-looking statements. For additional information

regarding such risks and uncertainties, see the section “Risk Factors” on page 17.

Overview

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India

presence. We focus on pure toll collection projects as well as OMT projects, which involve maintenance

obligations in addition to toll collection on operational roads (including highways) constructed by third parties.

According to the report on “Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection market for

Road Projects in India” dated June 2014 by CRISIL Research (the “CRISIL Report”), we are the leading player

in OMT as well as toll collection in India based on the number of projects operated and quality of project

stretches.

We commenced our business with collection of toll at the five Mumbai Entry Points in December 2002, which

we undertook for a period of eight years till November 19, 2010 pursuant to a contract with MSRDC (and

subsequent extensions thereof). As of the date of this Draft Red Herring Prospectus, we have completed 68

projects, with an aggregate of 122 toll plazas and 783 lanes, and have an overall experience of over 12 years in

this business across 12 states in India. Some of the significant toll collection projects completed by us include:

(i) project for collection of toll at five Mumbai Entry Points where we currently operate an OMT contract

pursuant to a re-award; (ii) project for collection of toll at Chalthan toll plaza, Gujarat; (iii) project for collection

of toll at the toll plazas located at Ahmedabad, AUDA Ring Road, Nadiad, Anand and Vadodara on the

Ahmedabad – Vadodara Expressway, Gujarat; (iv) project for collection of toll for the Rajiv Gandhi Sea Link,

Mumbai, Maharashtra; (v) project for collection of toll at Chirle toll plaza and Karanjade toll plaza,

Maharashtra; and (vi) project for collection of toll at the toll plazas on Hanumangarh – Kishangarh road,

Rajasthan. For details of our completed projects, see “Our Business – Our Projects – Completed Projects” on

page 150.

Our projects are awarded to us through competitive bidding process (electronic bidding in some cases) and after

satisfaction of various prescribed pre-qualification criteria. Tenders for our projects are submitted on the basis

of traffic volume and revenue forecasting undertaken by us through in house surveys. We generate revenue

from toll collection and OMT projects through collection of toll from commuters. Our toll collection and OMT

projects have been awarded to us by statutory corporations or government companies primarily being NHAI,

MSRDC, RSRDC, RIDCOR, MJPRCL and HRBC.

403

We currently operate 23 toll collection projects with an aggregate of 40 toll plazas, five OMT projects covering

2,530.04 lane kilometres with an aggregate of 15 toll plazas and one BOT project covering 42.02 lane

kilometres with five toll plazas. These ongoing projects are located across nine states in India.

Our portfolio of ongoing toll collection projects includes both Long Term (of an initial term in excess of one

year) and Short Term (of an initial term of one year or lesser) projects. Our Long Term toll collection projects

are the Phalodi – Ramji Project in Rajasthan for a period of five years until September 2015, IRDP Solapur

Project in Maharashtra for a period of 156 weeks until December 2015, the Vidyasagar Setu Project in West

Bengal for a period of five years until August 2018, the ITEL Project in Tamil Nadu for a period of three years

until March 2017, the Kalyan-Shilphata Project in Maharashtra for a period of 156 weeks until September 2016,

the Kini Tasawade Project in Maharashtra for a period of 104 weeks until May 2016 and the Mahua – Hindaun

– Karauli Project in Rajasthan for a period of 21 months until October 2014. We also operate 16 Short Term toll

collection projects. For further details of our ongoing projects, see “Our Business – Our Projects” on page 150

below.

Our ongoing OMT projects include the Mumbai Entry Points Project, which is our largest OMT project on the

basis of revenue, under which we undertake the operation and maintenance of, and toll collection at, the five

Mumbai Entry Points and the maintenance of 27 flyovers and certain allied structures in Mumbai for a period of

16 years until 2026. We also operate the RGSL Project with the right to collect toll for and maintain, the RGSL

in Mumbai for a period of 156 weeks until 2017. We have been undertaking collection of toll at the RGSL since

its opening in 2009 pursuant to Short Term contracts and have now been awarded a new OMT contract, in

January 2014. We also operate the Madurai-Kanyakumari Project, the Hyderabad-Bangalore Project and the

Chennai Bypass Project, which are all OMT projects - with the right to collect toll at, and maintain, the road

forming part of such projects for a period of nine years until 2022. Additionally, we also operate a BOT project,

being the Baramati Project under which we constructed the four-lane Sakhali bridge on Karha River in Baramati

and are currently entitled to undertake maintenance of, and collection of toll at, the roads and bridges in

Baramati for a period of 19 years and four months until 2030. We have issued a termination notice dated May

27, 2014 to MSRDC for terminating the Baramati Project and subsequently a letter dated July 28, 2014 seeking

termination payments under the concession agreement for the Baramati Project. However, the termination has

not taken effect and we continue to operate the Baramati Project as on date.

We make use of advanced technology for the operation of our projects which helps in improving operational

efficiency and ensuring transparency in the process of toll collection. In August 2012, we launched an electronic

toll collection (“ETC”) system based on RFID technology which was implemented at the toll plaza in RGSL,

Mumbai. In addition to the RGSL toll plaza, the RFID technology based ETC system has been implemented at

four toll plazas forming part of the Mumbai Entry Points Project. We are in the process of implementing the

same at the remaining one toll plaza of the Mumbai Entry Points Project. As of August 31, 2014 we had over

22,000 customers enrolled in the RFID technology based ETC system at our projects. Further, we also use

weight based tolling system for our OMT contracts with NHAI with the help of devices that are designed to

capture and record axle weights and gross vehicle weights as vehicles drive over a measurement site.

Our total revenue on a consolidated basis increased from ` 3,291.29 million in Fiscal 2010 to ` 12,401.34

million in Fiscal 2014, representing a CAGR of 39.32%. Our consolidated EBITDA increased from ` 62.95

million in Fiscal 2010 to ` 3,629.63 million in Fiscal 2014, representing a CAGR of 175.56%. During the last

five Fiscal Years, we have earned aggregate revenue of ` 43,357.39 million from our projects as against

aggregate payment of ` 27,629.45 million paid to the authorities in respect of such projects.

Certain Factors Affecting Our Results of Operations

Our results of operations and financial condition are affected by a number of factors, including the following,

which are of particular importance:

Ability to forecast actual traffic volumes

Our business is substantially dependant on our ability to accurately forecast traffic volumes prior to submitting

our bids for the projects. Forecasting of traffic volumes cannot be made with certainty, and we cannot assure

404

you that our forecasts will be accurate. Traffic volumes may be affected by various external factors beyond our

control, including toll rates, prices of fuel and automobiles, general economic conditions, alternative modes of

transportation and local factors affecting traffic volumes in a particular area, among others. In such instances, if

the traffic volume is less than our forecasted traffic volume, the revenue from such toll collection or OMT

project may be lesser than expected and may lead to losses or lower than expected profits on such contract.

Changes in government policies or delays in award of infrastructure projects

Our business is substantially dependent on road projects in India undertaken or awarded by governmental

authorities and other entities funded by the Central Government and/or State Governments. Almost all of our

revenue from operations is derived from contracts with a limited number of government entities. In the event of

any adverse change in budgetary allocations for infrastructure development or a downturn in available work in

the road infrastructure sector resulting from any change in government policies or priorities, our business

prospects, and as a result our financial performance, may be adversely affected. Any adverse changes in the

Central or State Government policies (including de-notification of our existing projects) may lead to our

contracts being restructured, renegotiated or terminated. These could adversely affect our financing

arrangements, capital expenditure, revenues, development or cash flows relating to our existing projects as well

as our ability to participate in competitive bidding or bilateral negotiations for our future projects.

Availability of cost effective funding sources and changes in interest rates

As of March 31, 2014 total secured and unsecured debt amounted to ` 31,679.12 million on a consolidated basis

and ` 2,209.79 million on a standalone basis. For details of our current indebtedness, see the section “Financial

Indebtedness” on page 430.We are exploring options to deleverage our balance sheet, and the main object of

this Issue is prepayment of certain loans availed by our Company and/or MIPL to the extent of ` 2,912.01

million.

There can be no assurance that third party debt would be available to us when required. We may not be able to

avail of third party debt to make upfront payments or provide bank guarantees pursuant to our contracts.

Further, our existing loan agreements impose certain restrictions on our ability to incur further indebtedness.

See the section “Risk Factors – We have a substantial amount of indebtedness, which requires significant cash

flows to service such debts and will continue to have substantial indebtedness and debt service obligations

following the Issue. Certain restrictive covenants in relation to this indebtedness limit our ability to operate

freely and our inability to meet our obligations could adversely affect our business and results of operations.” on

page 23.

Most of our current debt facilities carry interest at floating rates with the provision for periodic reset of interest

rate spread. Given the typically substantial debt component in our projects, the profitability of our projects is

affected by, among other things, the prevailing interest rates. For fiscal year 2014, finance costs amounted to

30.62% of our total revenue on a consolidated basis. Any increases in interest rates would increase our interest

expenses in respect of our borrowings.

Increase in toll rates not being sufficient to meet increase in operating and maintenance costs

The toll rates that we are permitted to charge with respect to a project is governed by the terms of the contract

for the project and is subject to escalation over the life of the project based on a mechanism set forth in the

contract or on notifications to be issued by a competent authority.

Our operating and maintenance expenses constituted 64.63%, 64.00% and 58.76% of our total revenues for

fiscal years 2014, 2013 and 2012, respectively. The operation and maintenance costs depend on various factors,

and may increase on account of factors beyond our control, including unanticipated increases in material and

labour costs, natural disasters, higher axle loading, traffic volume or environmental stress leading to more

extensive or more frequent heavy repairs or maintenance costs.

If the increase in the toll rates do not keep pace with increases in operating and maintenance costs of the project,

it could have a material adverse effect on our results of operations and financial condition.

405

Mix of Short Term and Long Term Projects

Out of the 23 ongoing toll collection projects operated by us, 16 are Short Term Projects. Whilst we have

shifted our focus to Long Term Projects recently, our Short Term Projects accounted for 37.52 %, 67.70% and

60.83% of our total revenue for fiscal 2014, fiscal 2013 and fiscal 2012, respectively. Short Term Projects are

typically terminable unilaterally by the relevant authorities, without assigning any reason. Any such early

termination may result in us losing the cost incurred by us for operating such projects and may lead to losses or

lower than expected profits on such contracts. Further, whilst, in the past, we have been able to secure re-award

of some of our completed Short Term Projects either as Short Term or Long Term Projects, there can be no

assurance that we will be able to continue to do so in the future. Inability to obtain award of new Short Term

Projects or re-award of our completed Short Term Projects could have an adverse effect on our results of

operations.

Failure on the part of the authorities to fulfill their obligations under the project contracts

In terms of our project contracts, the authorities, who award us the projects, are required to fulfill certain

obligations including, not building or constructing competing roads (in case of OMT contracts with NHAI).

Any failure on the part of the authorities to fulfill their obligations under the project contract may result in a loss

of revenue for us leading to a decrease in the profit generated out of the project or termination of the project.

During fiscal year 2014, we suffered loss of revenue from the Chennai Bypass Project on account of certain

force majeure issues arising from non-compliance of certain provisions of the project contract by NHAI and

have preferred a claim of ` 643.40 million with NHAI. As of March 31, 2014, the claim was being evaluated by

NHAI and accordingly we have neither recognised this claim as income nor have reduced our liability in the

financial information. This has been one of the major factors which resulted in a decrease in our revenue and an

increase in our loss for fiscal year 2014 as compared to fiscal year 2013. However, pursuant to a meeting of the

3CGM Amicable Settlement Comittee of NHAI held on August 26, 2014, it has been agreed that we would be

allowed to set up additional fee collection booths at five locations for toll evasion and further that the loss in

revenue as assessed by an independent engineer may be adjusted against the outstanding concession fee payable

to NHAI. For further detials, see “– Significant Developments after March 31, 2014 that may affect our future

Results of Operations”.

Failure on the part of the authorities in the future to fulfill their obligations under the project contracts may have

an adverse effect our results of operations.

Substantial dependence on the Mumbai Entry Points Project

A significant portion of our revenue is generated from the Mumbai Entry Points Project, in terms of which we

undertake the operation and maintenance of, and collection of toll at, the five Mumbai Entry Points, pursuant to

a contract dated November 19, 2010 with MSRDC (the “Mumbai Entry Points Contract”). The term of the

Mumbai Entry Points Contract is for a period of 16 years from November 20, 2010. For fiscal 2014, fiscal 2013

and fiscal 2012, the Mumbai Entry Points Project contributed 28.46%, 26.14% and 29.46%, respectively, of our

total revenues. We have made an upfront payment of ` 21,000 million to MSRDC for the Mumbai Entry Points

Project. Termination of, or substantially reduced revenue from, the Mumbai Entry Points Project would have a

material adverse effect on our results of operations and financial condition.

Competitive environment

We operate in a competitive environment. While the level and intensity of competition varies depending on the

size, nature and complexity of the projects and on the geographical region in which the project is to be

executed, the presence of significant competition in any sector in which we operate could affect our

profitability.

406

Significant Accounting Policies

1. Basis of preparation of financial information

Our restated consolidated summary statement of assets and liabilities of the Group as at March 31, 2014, 2013,

2012, 2011 and 2010 and the related restated consolidated summary statement of profits and losses and cash

flows for the years ended March 31 2014, 2013, 2012, 2011 and 2010 have been compiled by the management

from the Restated Consolidated Financial Information of the Group for the years ended March 31, 2014, 2013,

2012, 2011 and 2010.

The financial statements are prepared under the historical cost convention, on the accrual basis of accounting in

accordance with Indian GAAP and comply with the Companies (Accounting Standards) Rules, 2006 issued by

the Central Government, and the relevant provisions of the Companies Act, 1956 to the extent applicable.

The restated consolidated summary information has been prepared to comply in all material respects with the

requirements of Schedule II to the Companies Act, 1956 and the SEBI Regulations. The financial information is

presented in Indian rupees, rounded off to nearest millions, with two decimals except earnings per share data

and where mentioned otherwise.

The accounting policies have been consistently applied by our Company and are consistent with those used in

the previous years.

2. Principles of consolidation

The consolidated financial information has been prepared on the following basis:

a. The Restated Consolidated Financial Information of our Company, its Subsidiaries are combined 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 and resultant

unrealized profits or losses in accordance with the Accounting Standard – 21 “Consolidated Financial

Statements” prescribed in the Companies (Accounting Standards) Rules, 2006.

b. Investments in subsidiaries are eliminated and differences between the costs of investment over the net

assets on the date of the investment in subsidiaries are recognised as goodwill or capital reserve, as the

case may be.

c. The difference between the proceeds from disposal of investment in a subsidiary and the proportionate

carrying amount of its assets less liabilities as of the date of disposal is recognised in the Consolidated

Statement of Profit and Loss as the profit or loss on disposal of investment in subsidiaries.

d. Share of minority interest in the net profit is adjusted against the income to arrive at the net income

attributable to shareholders of the parent company. Minority interest's share of net assets is presented

separately in the balance sheet.

e. If losses applicable to minority interests in a consolidated subsidiary exceed the minority interests in the

subsidiary's equity , the excess and any further losses applicable to the minority interests are allocated

against the majority's interest, except to the extent that the minority interests have a binding obligation

and is able to, make good the losses. If the subsidiary subsequently reports profits, such profits are

allocated to the majority's interest until the minority interest's share of losses previously absorbed by the

majority's interest have been recovered.

f. As far as possible, the Restated Consolidated Financial Information are prepared using uniform

accounting policies for like transactions and other events in similar circumstances and are presented in

the same manner as our Company’s standalone financial information.

407

g. Goodwill on consolidation is not amortised but is tested for impairment on each balance sheet date and

impairment losses are recognised, wherever applicable.

h. The financial statements of the entities used for the purpose of consolidation are drawn upto the same

reporting date as that of our Company, i.e. March 31, 2014, 2013, 2012, 2011 and 2010.

3. Current/non-current classification

The revised Schedule VI to the Companies Act, 1956 requires assets and liabilities to be classified as either

current or non-current.

An asset is classified as current when it satisfies any of the following criteria:

a. it is expected to be realised in, or is intended for sale or consumption in, the entity’s normal operating

cycle;

b. it is expected to be realised within twelve months after the date of the balance sheet; or

c. it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for

at least twelve months after the date of the balance sheet.

All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be settled in, the entity’s normal operating cycle;

b. it is due to be settled within twelve months after the date of the balance sheet; or

c. our Company does not have an unconditional right to defer settlement of the liability for atleast 12

months after the date of the balance sheet.

All other liabilities are classified as non-current.

All assets and liabilities have been classified as current or non-current as per our Company’s normal operating

cycle and other criteria set out above which are in accordance with the revised Schedule VI to the Companies

Act, 1956.

Based on the nature of activities and the time between the acquisition of assets and their realisation in cash and

cash equivalents, our Company has ascertained its operating cycle as 12 months for the purpose of current, non-

current classification of assets and liabilities.

4. Use of estimates

The preparation of financial information in conformity with Indian GAAP requires the management to make

judgement, estimates and assumptions that affect the application of accounting policies and on the reported

amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial

information and the reported amounts of revenues and expenses during the reported period. Management

believes that the estimates and underlying assumptions used in the accounting for preparation of the financial

information are prudent and reasonable. Actual results could differ from those estimates. Any revision to

accounting estimates is recognized prospectively in current and future periods.

5. Fixed assets

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost

comprises of purchase price and any attributable cost such as duties, freight, borrowing costs, erection and

commissioning expenses incurred in bringing the asset to its working condition for its intended use.

408

Intangible fixed assets

Toll collection rights

Intangible assets are stated at cost less accumulated amortisation and impairment losses, if any. Cost includes

acquisition and other incidental cost related to acquiring the intangible asset.

Intangible assets under development

Expenditure incurred on acquisition /construction of fixed assets which are not ready for their intended use at

balance sheet date are disclosed under Intangible assets under development.

6. Depreciation and amortisation

Depreciation

Depreciation is provided pro-rata to the period of use on the written down value method, at rates prescribed in

Schedule XIV of the Companies Act, 1956. Depreciation on addition/deletion of fixed assets during the year is

provided on pro-rata basis from / to the date of addition/deletion. Fixed assets costing up to ` 5,000 individually

are fully depreciated in the year of purchase.

Leasehold land is amortised over the period of the lease on straight line basis over the term of the lease.

Amortisation

Toll collection rights and constructed bridge on BOT basis are amortised over the concession period, using

revenue based amortisation as prescribed in Schedule XIV of the Companies Act, 1956. Under this

methodology, the carrying value of the rights is amortised in the proportion of actual toll revenue for the year to

the projected revenue for the balance toll collection period, to reflect the pattern in which the assets economic

benefits will be consumed. At each balance sheet date, the projected revenue for the balance toll period is

reviewed by the management. If there is any change in the projected revenue from previous estimates, the

amortisation of toll collection rights is changed prospectively to reflect any changes in the estimates.

7. Impairment of assets

The Group assesses at each balance sheet date whether there is any indication that an asset may be impaired. If

any such indication exists, the Group estimates the recoverable amount of the asset. An impairment loss is

recognised wherever the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is the

greater of asset value in use and net selling price. After impairment if any, depreciation is provided on the

revised carrying amount of the asset over its remaining useful life. Previously recognised impairment loss is

increased or reversed on changes in internal / external factors.

8. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that

necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of

the cost of the respective asset. Capitalisation of borrowing cost is suspended in the period during which the

active development is delayed beyond reasonable time due to other than temporary interruption. All other

borrowing costs are expensed in the period they occur. Borrowing costs consists of interest and other cost that

an entity incurs in connection with the borrowing of funds.

9. Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to our Company and

the revenue can be reliably measured.

409

Toll collection

Revenue from toll collection is recognised on actual collection of revenue and in case of contractual terms with

certain customers the same is recognised on an accrual basis.

Interest and dividend income

Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate

applicable. Dividends are recorded when the right to receive payment is established.

10. Taxation

Income tax and deferred tax

Income tax expense comprises current income tax (i.e. amount of tax for the period determined in accordance

with the income tax law) and deferred tax charge or credit (reflecting the tax effects of timing differences

between accounting income and taxable income for the year) and reversal of timing differences of earlier years.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the

tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are

recognized only to the extent there is reasonable certainty that the assets can be realized in future; however;

where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are

recognized only if there is a virtual certainty of realization of such assets. Deferred tax assets are reviewed at

each Balance Sheet date and written down or written up to reflect the amount that is reasonably/virtually certain

(as the case may be) to be realised.

CBDT through a circular (No. 9/2014) clarified that expenditure incurred on development and construction of

infrastructure facilities like road / highways with right to collect toll has to be amortised equally as an allowable

business expenditure under the relevant positions of Income Tax Act, 1961. Our Company has relied on the

above circular for calculating tax depreciation and tax provision.

11. Minimum alternate tax (“MAT”)

MAT credit is recognised as an asset only when, and only to the extent there is convincing evidence that our

Company will pay normal income tax during the specified period for which the MAT credit can be carried

forward or set off against the normal tax liability. MAT credit entitlement is reviewed at each balance sheet date

and written down to the extent there is no convincing evidence to the effect that our Company will pay normal

income tax during the specified period.

12. Earnings per share

Basic earnings per share is calculated by dividing the net profit/loss for the year attributable to the equity

shareholders by the weighted average number of equity shares outstanding during the period.

Diluted earnings per share is computed using the weighted average number of equity and dilutive equity

equivalent shares outstanding during the period except where the result would be anti dilutive.

13. Employee benefits

a. Short term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term

employee benefits. Benefits such as salaries, wages, etc. and the expected cost of ex-gratia are recognized in the

period in which the employee renders the related service.

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b. Post employment benefits

Defined contribution plans

Our Company's contribution to defined contribution plans such as Provided Fund, Employee State Insurance

and Maharashtra Labour Welfare Fund are recognised in the Statement of Profit and Loss on an accrual basis.

Defined benefit plans

Gratuity

Our Company’s gratuity benefit scheme is a defined benefit plan. Our Company’s net obligation in respect of

the gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned

in return for their service in the current and prior periods; that benefit is discounted to determine its present

value, and the fair value of any plan assets is deducted.

The present value of the obligation under such defined benefit plan is determined based on actuarial valuation

using the projected unit credit method, which recognizes each period of service as giving rise to additional unit

of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for

determining the present value of the obligation under defined benefit plan, are based on the market yields on

government securities as at the balance sheet date.

When the calculation results in a benefit to our Company, the recognized asset is limited to the net total of any

unrecognized actuarial losses and past service costs and the present value of any future refunds from the plan or

reductions in future contributions to the plan. Actuarial gains and losses are recognized immediately in the

Statement of Profit and Loss.

14. Operating leases

Assets acquired under leases other than finance leases are classified as operating leases. The total lease rentals

(including scheduled rental increases) in respect of an asset taken on operating lease are charged to the

statement of profit and loss on a straight line basis over the lease term unless another systematic basis is more

representative of the time pattern of the benefit.

15. Investments

Long term investments are valued at cost, less provision for other than temporary diminution in value, if any.

Current investments are valued at the lower of cost and fair value.

16. Provisions and contingencies

Our Company recognises a provision when there is present obligation as a result of a past (or obligating) event

that probably requires an outflow of resources and reliable estimate can be made of the amount of the

obligation. A disclosure for the contingent liability is made when there is a possible obligation or a present

obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation

or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

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Results of Operations:

The following table shows a breakdown of our results of operations and each item as a percentage of total

revenue for the periods indicated:

Fiscal Year

2014

(Restated

Consolidated)

2013

(Restated

Consolidated)

2012

(Restated

Consolidated)

(` in

million)

% of total

revenue

(` in

million)

% of total

revenue

(` in

million)

% of total

revenue

Income:

Revenue from operations

Toll and octroi collection 11,979.05 96.59 12,800.27 98.31 10,800.76 95.03

Other operating revenue

(revenue from road repairs

and maintenance work) - - - - 0.36 -

Other income 422.29 3.41 220.38 1.69 564.90 4.97

Total Revenue (A) 12,401.34 100.00 13,020.65 100.00 11,366.02 100.00

Expenses:

Operating and maintenance

expenses 8,015.33 64.63 8,332.87 64.00 6,678.96 58.76

Employee benefit expenses 498.58 4.02 525.21 4.03 412.87 3.63

Other expenses 257.80 2.08 293.66 2.26 219.39 1.93

Total Operating Expenses

(B) 8,771.71 70.73 9,151.74 70.29 7,311.22 64.33

EBITDA (A)-(B) 3,629.63 29.27 3,868.91 29.71 4,054.80 35.67

Depreciation, amortization

and impairment 1,264.30 10.19 989.66 7.60 946.87 8.33

Finance costs 3,797.08 30.62 3,765.04 28.92 3,765.88 33.13

Total Expenses (C) 13,833.09 111.55 13,906.43 106.80 12,023.97 105.79

Profit/(loss) before tax (A)

– (C) (1,431.75) - (885.79) - (657.95) -

Tax expense:

Current tax 30.13 0.24 107.27 0.82 118.73 1.04

Deferred Tax (credit)/charge (265.24) - (368.18) - (171.92) -

Restated Profit/(loss) after

tax but before minority

interest (1,196.64) - (624.88) - (604.77) -

(Profit)/loss attributable to

minority shareholders (8.53) - 0.06 - 53.70 -

Pre-acquisition profit/loss

adjustment 29.81 0.24 - - - -

Restated Net profit/(loss)

after taxation for the year (1,175.36) - (624.82) - (551.07) -

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Material Adjustments

For details of material adjustments made in the audited financial information on account of restatement, see the

section “Financial Statements – Annexure IVA – Notes on Material Adjustments” on page 337.

The components of our income and expenses are as set forth below:

Revenue

Our revenue comprise: (i) revenue from operations; and (ii) other income. Our total revenue was ` 12,401.34

million, ` 13,020.65 million and ` 11,366.02 million for the fiscal years 2014, 2013 and 2012 respectively,

representing a decrease of 4.76% during fiscal year 2014 as compared to fiscal year 2013 and an increase of

14.56%, during fiscal year 2013 as compared to fiscal year 2012. We attribute the decrease in our total revenue

during the fiscal year 2014 to decrease in revenue from toll and octroi collection.

Revenue from operations

Our revenue from operations comprises revenue from toll and octroi collection and revenue from road repair

and maintenance. However, we did not derive any revenue from road repair and maintenance during fiscal years

2014 and 2013. Our revenue from operations was ` 11,979.05 million, ` 12,800.27 million and ` 10,800.76

million for fiscal years 2014, 2013 and 2012, respectively, representing a decrease of 6.42% during fiscal year

2014 as compared to fiscal year 2013 and an increase of 18.51%, during fiscal year 2013 as compared to fiscal

year 2012. We attribute the decrease in our revenue from operations during the fiscal year 2014 to a decrease in

revenue from toll and octroi collection on account of completion of 18 Short Term Projects during fiscal year

2014 resulting in reduced revenue till commencement of new or re-awarded projects. Further, we started

focusing on Long Term Projects during fiscal year 2014 and four of our Long Term Projects commenced only

during the first half of fiscal year 2014, being the Madurai-Kanyakumari Project and Vidyasagar Setu Project

which commenced in September 2014 and the Chennai Bypass Project and the Hyderabad Bangalore Project

which commenced in May 2014.

Further, during fiscal year 2014, we suffered a loss of revenue from the Chennai Bypass Project on account of

certain force majeure events arising from non-compliance of certain provisions of the project contract by NHAI

and have preferred a claim of ` 643.40 million with NHAI. As of March 31, 2014, this claim was evaluated by

NHAI and accordingly we have neither recognised this claim as income nor have reduced our liability in the

financial information. This, together with certain other factors discussed later in this section, has resulted in a

decrease in our revenue for fiscal year 2014 as compared to fiscal year 2013.

However, pursuant to a meeting of the 3CGM Amicable Settlement Comittee of NHAI held on August 26,

2014, it has been agreed that we would be allowed to set up additional fee collection booths at five locations for

toll evasion and further that the loss in revenue as assessed by an independent engineer may be adjusted against

the outstanding concession fee payable to NHAI. For further detials, see “– Significant Developments after

March 31, 2014 that may affect our future Results of Operations”.

Revenue from toll and octroi collection

Almost all of our operating revenue is derived from the toll collected at our toll collection projects and OMT

projects. We have also, in the past, undertaken one octroi collection project. However, we do not have any

ongoing octroi collection projects, and have not had any revenue from octroi collection in fiscal years 2014 and

2013. Toll is collected in accordance with the terms of the relevant contracts and/or notifications issued by the

authorities. Our revenue from toll and octroi collection was ` 11,979.05 million representing 96.59% of our

total revenue for the fiscal year 2014 as compared to ` 12,800.27 million representing 98.31% of our total

revenue for the fiscal year 2013 and ` 10,800.76 million representing 95.03% of our total revenue for the fiscal

year 2012.

413

Revenue from road repair and maintenance

We have also historically derived a small portion of our revenue from operations from repair and maintenance

activities of the roads constructed and operated by third parties. While we did not derive any revenue from road

repair and maintenance in fiscal years 2014 and 2013, our revenue from road repair and maintenance activities

was ` 0.36 million in fiscal year 2012.

Other income

Our other income comprises: (i) interest income (from fixed deposits, loans to related parties and others); (ii)

dividend income; (iii) profit on sale of mutual funds; and (iv) miscellaneous income. For fiscal year 2014, our

other income also included provisions which were not written back on account of no further requirement and

claims recognised against NHAI. Our other income was ` 422.29 million or 3.41% of our total revenue for the

fiscal year 2014 as compared to ` 220.38 million, or 1.69% of our total revenue for the fiscal year 2013 and `

564.90 million, or 4.97% of our total revenue for the fiscal year 2012. Except for interest income from fixed

deposits, our other income is non-recurring.

EBITDA

Our EBITDA comprises our earnings before accounting for finance costs, taxation, depreciation and

amortisation. Our EBITDA was ` 3,629.63 million or 29.27% of our total revenue for the fiscal year 2014 as

compared to ` 3,868.91 million, or 29.71% of our total revenue for the fiscal year 2013 and ` 4,054.80 million,

or 35.67% of our total revenue for the fiscal year 2012. While our EBITDA for fiscal year 2014 is lower than

our EBITDA for fiscal year 2013, the same has remained consistent as a percentage of our total revenue for the

respective fiscal years. Our EBITDA for fiscal year 2013 was lower than our EBITDA for fiscal year 2012

primarily on account of higher operating and maintenance expenses due to increase in the concession fees paid

to authorities during fiscal year 2013 for the Short Term Projects.

Expenses

Our expenses comprise: (i) operating and maintenance expenses; (ii) employee benefit expenses; (iii)

depreciation, amortization and impairment; (iv) finance costs; and (v) other expenses. Our total expenses were `

13,833.09 million, ` 13,906.43 million and ` 12,023.97 million, for the fiscal years 2014, 2013 and 2012,

respectively.

Operating and maintenance expenses

Our operating and maintenance expenses comprise: (i) concession fees to authorities; (ii) road repairing and

maintenance expenses; (iii) toll, octroi and site attendant expenses; (iv) site expenses; (v) other operational

expenses; and (vi) supervision and independent engineer fees to authorities. Our operating and maintenance

expenses for fiscal year 2014 also included maintenance cost paid to authority in respect of certain toll

collection projects being, Nagzari Project, IRDP Solapur Project and Kalyan Shilphata Project. Our operating

and maintenance expenses as a percentage of our total revenue were 64.63%, 64.00% and 58.76% for the fiscal

years 2014, 2013 and 2012, respectively.

Employee benefit expenses

Our employee benefit expenses comprise salaries, wages and bonus, contribution to provident funds, gratuity

expenses and staff welfare expenses. Our employee benefit expenses as a percentage of our total revenue were

4.02%, 4.03%, 3.63% for the fiscal years 2014, 2013 and 2012, respectively.

Finance costs

Finance costs comprise: (i) interest expenses on loans from banks, financial institutions and other entities; and

(ii) other borrowing costs comprising of processing fees, loan foreclosure charges and bank guarantee and

commission. See the section “Financial Indebtedness” on page 430 for details regarding our outstanding

414

indebtedness. Our finance costs as a percentage of our total revenue were 30.62%, 28.92% and 33.13% for the

fiscal years 2014, 2013 and 2012, respectively.

Other expenses

Our other expenses include: (i) rates and taxes; (ii) remuneration paid to directors; (iii) insurance expenses; (iv)

legal consultancy and professional fees; (v) travelling expenses; (vi) business promotion and advertisement

expenses; (vii) repairs and maintenance expenses for machinery, computers and others; (viii) remuneration to

auditors; and (ix) miscellaneous expenses. Our other expenses as a percentage of our total revenue were 2.08%,

2.26% and 1.93% for the fiscal years 2014, 2013 and 2012, respectively.

Depreciation and amortisation

Depreciation includes depreciation on tangible assets such as office premises, computer systems, vehicles,

office equipments, toll equipments and furniture and fixtures. Amortisation comprises the amortisation of toll

collection rights and the bridge constructed as part of the Baramati Project which is a BOT project. Depreciation

is provided pro-rata to the period of use on the written down value method at rate prescribed in Schedule XIV of

the Companies Act, 1956. Amortisation of toll collection rights and the constructed bridge is done over the

concession period using revenue based amortisation prescribed in Schedule XIV of the Companies Act, 1956.

Under this methodology, the carrying value of the rights is amortised in the proportion of actual toll revenue for

the year to the projected revenue for the balance toll collection period, to reflect the pattern in which the assets

economic benefits will be consumed.

We have changed our method of amortisation with effect from April 1, 2012 pursuant to the notification dated

April 17, 2012 published by the Government of India, Ministry of Corporate Affairs amending Schedule XIV of

the Companies Act, 1956 in relation to amortisation of intangible assets created under ‘Build, Operate and

Transfer’, ‘Build, Own and Operate’ and other form of Public Private Partnership (“PPP”) projects. Pursuant to

the aforesaid amendment, intangible assets (toll collection rights in the case of our Company) which have been

obtained under PPP model need to be amortised on a revenue based model whereby the carrying value of the

rights is amortised in proportion of actual toll revenue for the year to projected revenue for the balance toll

collection period. Until March 31, 2012, our Company amortised its toll collection rights on a straight line basis

over the period of the respective concession agreement. With effect from April 1, 2012, toll collection rights are

amortised over the concession period, using the above mentioned revenue based amortisation as prescribed in

Schedule XIV to the Companies Act.

Our depreciation and amortisation expenses as a percentage of our total revenue were 10.19%, 7.60% and

8.33% for the fiscal years 2014, 2013 and 2012, respectively.

Tax expenses

Tax expenses comprise of current (income) tax and deferred tax. Our tax expenses for fiscal years 2014, 2013

and 2012 were ` (235.11) million, ` (260.91) million and ` (53.19) million.

(Profit)/loss attributable to minority shareholders

(Profit)/loss attributable to minority shareholders represents the percentage of share of (profit)/loss attributed to

the minority shareholders on account of their shareholding in our Subsidiaries. The share of minority

shareholders was a profit of ` (8.53) million for the fiscal year 2014 as against a loss of ` 0.06 million for fiscal

year 2013 and a loss of ` 53.70 million for fiscal year 2012.

Discussion on our Results of Operations:

Fiscal year 2014 compared to fiscal year 2013

Our results of operations for the fiscal year 2014 were primarily impacted by the following factors:

415

decrease in revenue from operations on account of: (i) completion of certain Short Term Projects during

fiscal year 2014; (ii) commencement of certain Long Term OMT projects during fiscal year 2014; and loss

of revenue from projects on account of force majeure issues; and

increase in depreciation, amortization and impairment expenses, primarily on account of upfront payments

made to authorities.

Revenue

Our total revenue decreased by 4.76% to ` 12,401.34 million in fiscal year 2014 from ` 13,020.65 million in

fiscal year 2013. The decrease in total revenue was primarily due to a decrease in the revenue from operations

by 6.42% to ` 11,979.05 million in fiscal year 2014 from ` 12,800.27 million in fiscal year 2013.

Revenue from operations

Our revenue from operations decreased by 6.42% to ` 11,979.05 million in fiscal year 2014 from ` 12,800.27

million in fiscal year 2013. One of the factors resulting in a decrease in the revenue from operations for fiscal

year 2014 was the completion of 18 Short Term Projects during fiscal year 2014 resulting in reduced revenue

till commencement of new or re-awarded projects. Further, we started focusing on Long Term Projects during

fiscal year 2014 and four of our Long Term Projects commenced only during the first half of fiscal year 2014,

being the Madurai-Kanyakumari Project and Vidyasagar Setu Project which commenced in September 2013

and the Chennai Bypass Project and the Hyderabad Bangalore Project which commenced in May 2013.

Decrease in our revenue from operations in fiscal year 2014 was also on account of the loss of revenue from our

OMT projects with NHAI as detailed below:

(i) Hyderabad-Bangalore Project and Madurai-Kanyakumari Project: We have made claims

aggregating to ` 170.35 million against NHAI for the loss of revenue from Hyderabad Bangalore

Project on account of agitation in Seemandhra/Telengana region and for the loss of revenue from

Madurai Kanyakumari Project on account of a temporary injunction from High Court of Madras on

collection of toll from certain vehicles. We have recognised these claims as other income in fiscal year

2014.

(ii) Chennai Bypass Project: We also suffered a loss of revenue from the Chennai Bypass Project on

account of certain force majeure events arising from non-compliance of certain provisions of the

project contract by NHAI. We have preferred a claim of ` 643.40 million with NHAI and the same is

being evaluated by NHAI. We have neither recognised this claim as income nor have reduced our

liability in the financial information resulting in a decrease in our revenue from operations for fiscal

year 2014. However, pursuant to a meeting of the 3 CGM Amicable Settlement Comittee of NHAI

held on August 26, 2014, it has been agreed that we would be allowed to set up additional fee

collection booths at five locations for toll evasion and further that the loss in revenue as assessed by an

independent engineer may be adjusted against the outstanding concession fee payable to NHAI. For

further detials, see “– Significant Developments after March 31, 2014 that may affect our future

Results of Operations”.

Other income

Our other income increased by 91.62% to ` 422.29 million in fiscal year 2014 from ` 220.38 million in fiscal

year 2013. The increase was primarily due to recognition of claims against NHAI, of ` 170.35 million, on

account of loss of revenue from Hyderabad – Bangalore Project and Madurai – Kanyakumari Project. For

details of claims against NHAI on account of loss of revenue, see “– Discussion on our Results of Operations -

Fiscal Year 2014 compared to Fiscal Year 2013 - Revenue from operations” on page 414.

EBITDA

Our EBITDA decreased by 6.18% to ` 3,629.63 million in fiscal year 2014 from ` 3,868.91 million in fiscal

year 2013. The decrease in EBITDA was primarily due to lower revenue from operations during fiscal year

416

2014 as compared to fiscal year 2013. As a percentage of our total revenue, our EBITDA decreased marginally

to 29.27% in fiscal year 2014 from 29.71% in fiscal year 2013.

Expenses

Our total expenses decreased marginally by 0.53% to ` 13,833.09 million in fiscal year 2014 from ` 13,906.43

million in fiscal year 2013. The decrease in total expenses was primarily due to a decrease in operating and

maintenance expenses, employee benefit expenses and other expenses.

Operating and maintenance expenses

As a percentage of our total revenue, operating and maintenance expenses increased marginally to 64.63% in

fiscal year 2014 from 64.00% in fiscal year 2013. Our operating and maintenance expenses decreased by 3.81%

to ` 8,015.33 million in fiscal year 2014 from ` 8,332.87 million in fiscal year 2013. Operating and

maintenance expenses consists of: (i) concession fees to authorities which decreased by 5.85% to ` 7,376.29

million in fiscal year 2014 from ` 7,834.86 million in fiscal year 2013; (ii) road repairing and maintenance

expenses which increased by 76.71% to ` 372.70 million in fiscal year 2014 from ` 210.91 million in fiscal year

2013; (iii) toll, octroi and site attendant expenses which decreased by 23.94% to ` 98.12 million in fiscal year

2014 from ` 129.00 million in fiscal year 2013; (iv) site expenses which decreased by 87.05% to ` 2.24 million

in fiscal year 2014 from ` 17.34 million in fiscal year 2013; (v) other operational expenses which increased by

6.21% to ` 128.69 million in fiscal year 2014 from ` 121.17 million in fiscal year 2013; and (vi) supervision

and independent engineer fees to authorities which increased by 30.68% to ` 25.60 million in fiscal year 2014

from ` 19.59 million in fiscal year 2013. In addition to the above, our operating and maintenance expenses for

fiscal year 2014 also included maintenance cost paid to authorities in respect of certain toll collection projects

being, Nagzari Project, IRDP Solapur Project and Kalyan Shilphata Project amounting to ` 11.69 million.

The decrease in operating and maintenance expenses was primarily due to a decrease in concession fees to the

authorities, toll, octroi and site attendant expenses and site expenses, partly offset by an increase in road

repairing and maintenance expenses, maintenance cost paid to authority, other operational expenses and

supervision and independent engineer fees to authorities. The decrease in the concession fees to the authorities

and decrease in toll, octroi and site attendant expenses was on account of completion of 18 Short Term Projects

during fiscal year 2014. The increase in road repairing and maintenance expenses in fiscal year 2014 was on

account of commencement of OMT projects during fiscal year 2014. All our ongoing OMT projects other than

Mumbai Entry Points Project commenced during fiscal year 2014. The increase in supervision and independent

engineer fees to authorities in fiscal year 2014 was on account of commencement of our obligation to pay

independent engineer’s fee under the Mumbai Entry Points Project in June 2012, resulting in a the total amount

paid as independent engineer’s fee during fiscal year 2013 being lesser than the amount paid during fiscal year

2014. Increase in the total amount paid as independent engineer’s fee during fiscal year 2014 was also on

account of commencement of the payment of independent engineer’s fee under the RGSL Project in fiscal year

2014 and annual escalation in the supervision fee payable under the Mumbai Entry Points Project.

Employee benefit expenses

Our employee benefit expenses decreased by 5.07% to ` 498.58 million in fiscal year 2014 from ` 525.21

million in fiscal year 2013. The decrease in employee benefit expenses was on account of four of our Long

Term Projects commencing only during the first half of fiscal year 2014. The Madurai – Kanyakumari Project

and Vidyasagar Setu Project commenced in September 2014 and Chennai Bypass Project and Hyderabad

Bangalore Project commenced in May 2014. The decrease in employee benefit expenses was also on account of

availability of less expensive manpower in the new locations where we commenced our projects in fiscal year

2014.

As a percentage of our total revenue, employee benefit expenses decreased marginally to 4.02% in fiscal year

2014 from 4.03% in fiscal year 2013.

417

Depreciation, amortization and impairment

Depreciation, amortisation and impairment expenses increased by 27.75% to ` 1,264.30 million in fiscal year

2014 from ` 989.66 million in fiscal year 2013. The increase in depreciation, amortisation and impairment

expenses was on account of the upfront payment made to HRBC for the Vidyasagar Setu Project. As a

percentage of our total revenue, depreciation, amortisation and impairment expenses increased to 10.19% in

fiscal year 2014 from 7.60% in fiscal year 2013.

Finance costs

Finance costs increased marginally by 0.85% to ` 3,797.08 million in fiscal year 2014 from ` 3,765.04 million

in fiscal year 2013. This increase in finance costs was primarily due to achieving financial closure for our OMT

projects with NHAI and the Vidyasagar Setu Project, all having commenced in fiscal year 2014, resulting in an

increase in costs towards processing fees paid to the banks and financial institutions, bank guarantee and

commission costs and an increase in interest expenses on loan from banks in fiscal year 2014 partly offset by a

decrease in the interest expense on loans from financial institutions. As a percentage of our total revenue,

finance costs increased to 30.62% in fiscal year 2014 from 28.92% in fiscal year 2013.

Other expenses

Our other expenses decreased by 12.21% to ` 257.80 million in fiscal year 2014 from ` 293.66 million in fiscal

year 2013, primarily as a result of decrease in business promotion and advertising expenses partly offset by an

increase in remuneration paid to directors There was a decrease in business promotion and advertising expenses

in fiscal year 2014 as we did not incur substantial expenditure on sponsored programs in fiscal year 2014 as

compared to fiscal year 2013.

As a percentage of our total revenue, other expenses decreased to 2.08% in fiscal year 2014 from 2.26% in

fiscal year 2013.

Restated profit/(loss) before tax

As a result of the reasons set forth above, our restated loss before tax increased by 61.64% to ` 1,431.75 million

in fiscal year 2014 from ` 885.79 million in fiscal year 2013. Specifically, the increase in loss is attributable to

the loss in revenue from Chennai Bypass Project. Whilst we have made a claim of ` 643.40 million against

NHAI for the loss of revenue, we have neither recognised this claim as income nor have reduced our liability in

the financial information. For details, see “– Discussion on our Results of Operations - Fiscal Year 2014

compared to Fiscal Year 2013 - Revenue from operations” on page 415.

Tax expenses

Current tax expenses decreased to ` 30.13 million in fiscal year 2014 from ` 107.27 million in fiscal year 2013

on account of lower profit before tax in fiscal 2014.

Deferred tax (credit) has decreased to ` (265.24) million in fiscal year 2014 from ` (368.18) million in fiscal

year 2013 on account of lower tax losses for fiscal year 2014

Profit/(loss) attributable to minority shareholders

In fiscal year 2014 the share of minority shareholders was a profitof ` 8.53 million compared to a loss of ` 0.06

million in fiscal 2013.

Restated loss after tax

As a result of the foregoing factors, particularly, the loss of revenue from the Chennai Bypass Project our

restated loss after tax increased by 88.11% to ` 1,175.36 million in fiscal year 2014 from ` 624.82 million in

fiscal year 2013.

418

Fiscal year 2013 compared to fiscal year 2012

Our results of operations for the fiscal year 2013 were primarily impacted by the following factors:

increase in revenue from toll and octroi collection; and

increase in expenses, primarily being operation and maintenance expenses, employee benefit expenses and

other expenses.

Revenue

Our total revenue increased by 14.56% to ` 13,020.65 million in fiscal year 2013 from ` 11,366.02 million in

fiscal year 2012. The increase in total revenue was primarily due to an increase in the revenue from operations

by 18.51% to ` 12,800.27 million in fiscal year 2013 from ` 10,801.12 million in fiscal year 2012.

Revenue from operations

Our revenue from operations increased by 18.51% to ` 12,800.27 million in fiscal year 2013 from ` 10,801.12

million in fiscal year 2012 primarily due to an increase in revenue from toll and octroi collection during fiscal

year 2013. Increase in revenue from toll and octroi collection was mainly on account of the new Short Term

Projects that commenced during fiscal year 2013. We commenced operation of 21 new Short Term Projects

during fiscal year 2013.

Other income

Our other income decreased by 60.99% to ` 220.38 million in fiscal year 2013 from ` 564.90 million in fiscal

year 2012. The decrease was primarily due to a decrease in interest income from loans to parties other than

related parties.

EBITDA

Our EBITDA decreased by 4.58% to ` 3,868.92 million in fiscal year 2013 from ` 4,054.79 million in fiscal

year 2012. As a percentage of our total revenue, our EBITDA decreased to 29.71% in fiscal year 2013 from

35.67% in fiscal year 2012. The decrease in EBITDA was primarily on account of higher operating and

maintenance expenses due to increase in the concession fees paid to authorities during fiscal year 2013 for the

Short Term Projects.

Expenses

Our total expenses increased by 15.66% to ` 13,906.43 million in fiscal year 2013 from ` 12,023.97 million in

fiscal year 2012. The increase in total expenses was primarily due to an increase in operating and maintenance

expenses, employee benefit expenses and other expenses.

Operating and maintenance expenses

Our operating and maintenance expenses increased by 24.76% to ` 8,332.87 million in fiscal year 2013 from `

6,678.96 million in fiscal year 2012. Operating and maintenance expenses consists of: (i) concession fees to

authorities which increased by 25.51% to ` 7,834.86 million in fiscal year 2013 from ` 6,242.27 million in

fiscal year 2012; (ii) road repairing and maintenance expenses which increased by 55.19% to ` 210.91 million

in fiscal year 2013 from ` 135.90 million in fiscal year 2012; (iii) toll octroi and site attendant expenses which

decreased by 26.26% to ` 129.00 million in fiscal year 2013 from ` 174.94 million in fiscal year 2012; (iv) site

expenses which increased by 2.02% to ` 17.34 million in fiscal year 2013 from ` 16.99 million in fiscal year

2012; (v) other operational expenses which increased by 15.87% to ` 121.17 million in fiscal year 2013 from `

104.57 million in fiscal year 2012; and (vi) supervision and independent engineer fees to authorities which

increased by 356.64% to ` 19.59 million in fiscal year 2013 from ` 4.29 million in fiscal year 2012.

419

The increase in operating and maintenance expenses was primarily due to an increase in concession fees to the

authorities, road repairing and maintenance expenses and supervision and independent engineer fees to the

authorities which was partially offset by a decrease in toll octroi and site attendant expenses. Increase in

concession fees to the authorities during fiscal year 2013 was on account of an increase in Short Term Projects

in fiscal year 2013. Increase in road repairing and maintenance expenses during fiscal year 2013 was on account

of increase in certain non-routine maintenance activities during fiscal year 2013. Further, increase in

supervision and independent engineer fees to authorities during fiscal year 2013 was as a result of the

commencement of payment of independent engineer’s fees to MSRDC under the Mumbai Entry Points Project

from June 2012. The decrease in toll octroi and site attendant expenses during fiscal year 2013 was on account

of a rationalization undertaken by us, during fiscal year 2013, on the toll attendants required for toll plazas

operated. Further, during fiscal year 2013, we depended largely on our employees for toll collection in place of

hiring more toll attendants.

As a percentage of our total revenue, operating and maintenance expenses increased to 64.00% in fiscal year

2013 from 58.76% in fiscal year 2012.

Employee benefit expenses

Our employee benefit expenses increased by 27.21% to ` 525.21 million in fiscal year 2013 from ` 412.87

million in fiscal year 2012. The increase in employee benefit expenses was on account of an increase in toll

collection staff owing to an increase in the Short Term Projects during fiscal year 2013. Details of our

employees employed by us during fiscal year 2013 and fiscal year 2012 are set forth in the table below:

Fiscal Year No. of employees

2013 2,990

2012 2,594

As a percentage of our total revenue, employee benefit expenses increased to 4.03% in fiscal year 2013 from

3.63% in fiscal year 2012.

Depreciation and amortisation

Depreciation and amortisation expenses increased by 4.52% to ` 989.66 million in fiscal year 2013 from `

946.87 million in fiscal year 2012. The increase in depreciation and amortisation expenses in fiscal year 2013

was primarily due to an increase in revenue from the Mumbai Entry Points Project, Phalodi – Ramji Project and

baramati Project, all of which involved upfront payments to authorities together with the amortisation model

followed by us.

As a percentage of our total revenue, depreciation and amortisation expenses decreased to 7.60% in fiscal year

2013 from 8.33% in fiscal year 2012.

Finance costs

Finance costs decreased marginally by 0.02% to ` 3,765.04 million in fiscal year 2013 from ` 3,765.88 million

in fiscal year 2012. This decrease in finance costs was primarily due to a decrease in processing fees paid to

banks and financial institutions during fiscal year 2013. The processing fees paid to banks and financial

institutions was higher in fiscal year 2012 on account of certain loans availed by our Company in fiscal year

2012 for the purpose of furnishing earnest money deposit, security deposit and performance security for various

projects. As a percentage of our total revenue, finance costs decreased to 28.92% in fiscal year 2013 from

33.13% in fiscal year 2012.

420

Other expenses

Our other expenses increased by 33.85% to ` 293.66 million in fiscal year 2013 from ` 219.39 million in fiscal

year 2012, primarily as a result of increase in business promotion and advertisement expenses on account of the

expenditure incurred by towards a sponsored program in fiscal year 2013.

As a percentage of our total revenue, other expenses increased to 2.26% in fiscal year 2013 from 1.93% in fiscal

year 2012.

Restated profit/(loss) before tax

As a result of the reasons set forth above, our restated loss before tax increased by 34.63% to ` 885.79 million

in fiscal year 2013 from ` 657.95 million in fiscal year 2012.

Tax expenses

Current tax expenses decreased to ` 107.27 million in fiscal year 2013 from ` 118.73 million in fiscal year 2012

on account of lower taxable profit for fiscal year 2013.

Deferred tax (credit) has increased to ` (368.18) million in fiscal year 2013 from ` (171.92) million in fiscal

year 2012 on account of higher tax losses for the Mumbai Entry Points Project in fiscal year 2013.

(Profit)/loss attributable to minority shareholders

In fiscal year 2013 the share of minority shareholders was a loss of ` 0.06 million compared to a loss of ` 53.70

million in fiscal year 2012.

Restated loss after tax

As a result of the foregoing factors, our restated loss after tax increased by 13.38% to ` 624.82 million in fiscal

year 2013 from ` 551.07 million in fiscal year 2012.

Cash Flows

The table below summarizes our consolidated cash flows for the fiscal years 2014, 2013 and 2012:

(in ` million)

Fiscal Year

2014

(Restated

Consolidated)

2013

(Restated

Consolidated)

2012

(Restated

Consolidated)

Net cash generated from operating activities (A) 4,695.69 4,313.16 3,062.10

Net cash generated from / (used in) investing activities

(B)

(478.27) (385.47) 820.27

Net cash generated (used in) financing activities (C) (3,965.04) (3,928.76) (3,745.24)

Net Increase / (Decrease) in cash and cash equivalents

(A+B+C)

252.38 (1.08) 137.13

Cash and cash equivalents increased to ` 764.13 million as of March 31, 2014 from ` 511.75 million as of

March 31, 2013 and ` 512.83 million as of March 31, 2012. Cash and cash equivalents comprises of cash on

hand, bank balance and deposits with banks.

Operating activities

Net cash generated from operating activities was ` 4,695.69 million for fiscal year 2014, and consisted of

restated loss before tax of ` 1,431.75 million, as adjusted for a number of non-cash items, primarily finance cost

421

of ` 3,797.08 million and depreciation, and amortisation of ` 1,264.30 million and certain other items including

loss on fixed assets written off of ` 3.05 million and provision for wealth tax of ` 0.28 million.

Net cash generated from operating activities was ` 4,313.16 million for the fiscal year 2013, and consisted of

restated loss before tax of ` 885.79 million, as adjusted for a number of non-cash items, primarily finance cost

of ` 3,765.04 million and depreciation and amortisation of ` 989.66 million and certain other items including

loss on fixed assets written off of ` 1.08 million, provision for wealth tax of 0.04 million and preliminary

expenses written off of ` 0.04 million.

Net cash generated from operating activities was ` 3,062.10 million for the fiscal year 2012, and consisted of

restated loss before tax of ` 657.95 million, as adjusted for a number of non-cash items, primarily finance cost

of ` 3,765.87 million and depreciation and amortisation of ` 946.87 million and certain other items including

loss on fixed assets written off of ` 0.96 million, provision for wealth tax of ` 0.12 million and preliminary

expenses written off of ` 2.32 million.

Investing activities

Net cash used in investing activities was ` 478.27 million for the fiscal year 2014, primarily due to purchase of

fixed deposits of ` 1,151.50 million, purchase of fixed assets of ` 160.13 million, purchase of intangible assets

of ` 567.03 million, purchase of non-current investments of ` 106.05 million, partially offset by amounts

received from proceeds from sale of mutual fund units and redemption/maturity of fixed deposits of ` 101.22

million and ` 1,302.67 million, respectively, interest received of ` 71.85 million and sale of non-current

investments of ` 30.00 million.

Net cash used in investing activities was ` 385.47 million for the fiscal year 2013, primarily due to purchase of

fixed assets of ` 430.55 million, purchase of mutual funds and fixed deposits of ` 549.50 million and ` 543.21

million respectively, partially offset by amounts received from proceeds from sale of mutual fund units and

redemption/maturity of fixed deposits of ` 577.55 million and ` 315.64 million respectively and interest

received of ` 273.79 million.

Net cash generated from investing activities was ` 820.27 million for the fiscal year 2012, primarily due to

amounts received from sale of mutual fund units and redemption/maturity of fixed deposits of ` 2,356.61

million and ` 248.25 million respectively, sale of non-current investments of ` 940.00 million and interest

received of ` 460.30 million, partly offset by purchase of fixed assets of ` 481.75 million and purchase of

mutual funds and fixed deposits of ` 2,379.62 million and ` 327.65 million respectively.

Financing activities

Net cash used in financing activities was ` 3,965.04 million for the fiscal year 2014, primarily as a result of

repayment of borrowings of ` 3,054.26 million and finance cost of ` 3,504.49 million and share application

money paid of ` 1,244.36 million partially offset by proceeds from borrowings of ` 3,838.07 million.

Net cash used in financing activities was ` 3,928.76 million for the fiscal year 2013, primarily as a result of

repayment of borrowings of ` 8,183.80 million and finance cost of ` 3,315.82 million, partially offset by

proceeds from borrowings of ` 7,570.84 million.

Net cash used in financing activities was ` 3,745.24 million for the fiscal year 2012, primarily as a result of

repayment of borrowings of ` 12,971.20 million and finance cost of ` 3,827.52 million, partially offset by

proceeds from borrowings of ` 11,719.65 million, proceeds from issue of shares of ` 887.50 million and share

application received of ` 453.38 million.

Total Borrowings

As of March 31, 2014, our total secured and unsecured debt on a consolidated basis amounted to ` 31,679.12

million. Almost all of our debt facilities are subject to variable interest rates or variation with reference interest

422

rates.

We maintain debt levels that we establish through consideration of a number of factors, including upfront

payment obligations to authorities, requirements for working capital support, cash flow expectations, cash

requirements for operations and our overall cost of capital.

See the section “Financial Indebtedness” on page 430 and the section “Financial Statements – Annexure XI” on

page 369 for additional information about our borrowings.

Capital Commitments

Our capital commitments as at March 31, 2014, 2013 and 2012:

(in ` million)

Particulars March 31,

2014

March 31,

2013

March 31,

2012

Estimated amount of contracts remaining to be executed

on capital accounts (net of advances)

532.26 562.15 544.91

Contingent Liabilities

The following table provides our consolidated contingent liabilities as at March 31, 2014, March 31, 2013 and

March 31, 2012:

(in ` million)

Particulars As of March

31, 2014

As of March

31, 2013

As of March

31, 2012

Interest on late payments to MSRDC 6.80 6.80 6.80

Claims made against the Company not acknowledged as

debts by the Company 861.45 -

-

Bank guarantees 3,213.31 2,922.23 1,485.45

Corporate guarantees given 35,050.30 31,392.91 30,863.91

Total 39,131.86 34,321.94 32,355.16

Off Balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships

with standalone entities or financial partnerships that would have been established for the purpose of facilitating

off-balance sheet arrangements.

Related Party Transactions

We have engaged in the past, and may engage in the future transactions with related parties on an arm’s lengths

basis. Such transactions could be in the nature of, inter alia, loans, maintenance services and transfer of

moveable and immovable properties.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk and

commodities risk. We are exposed to commodity risk, interest rate risk and credit risk in the normal course of

our business.

423

Risk management procedures

The objective of market risk management is to avoid excessive exposure of our income and equity to loss. We

generally manage our market risk through effective procurement processes.

Qualitative Disclosure about Market Risks

Interest Rate Risk

Interest rate risk arises when we are exposed to changes in the fair value of our interest rate sensitive financial

instruments and borrowings which arise from changes in market interest rates. Substantially all of our

indebtedness is on floating interest rate basis, and hence we are exposed to changes in interest rates. We do not

currently use any derivative instruments to modify the nature of our exposure to floating rate indebtedness or

our deposits so as to manage interest rate risk.

Commodity Price Risk

We are exposed to market risk with respect to materials and components used for maintenance and ongoing

operations of our projects. The costs for these raw materials and components fluctuate based on commodity

prices. The costs of components sourced from outside manufacturers may also fluctuate based on their

availability from suppliers. Increase in price of materials and components resulting in an unexpected increase in

operating and maintenance costs of the project, to the extent not covered by increase in toll rates, could have an

adverse effect on our results of operations and financial condition.

Inflation

India has experienced fluctuation in inflation rates in recent years and increase in inflation rates may adversely

affect growth in the Indian economy.

We have a substantial amount of indebtedness, which requires significant cash flows to service such debts and

will continue to have substantial indebtedness and debt service obligations in the future. Increase in inflation

rates may result in increase in interest rates which will in turn affect our interest expense in respect of our

borrowings.

Inflation is also relevant with respect to the cost of materials and components used for maintenance and ongoing

operations of our projects. As inflation increases, costs of material and components may also increase leading to

an increase in our operating and maintenance costs.

While annual revision in toll rates is linked to variation in the Wholesale Price Index for our OMT projects with

NHAI, escalation in toll rates for our other projects is either pre-fixed or based on a mechanism set forth in the

contract or based on notifications to be issued by a competent authority. Increase in toll rates may not be

adequate to cover the impact of increase in interest rate and increase in operating and maintenance costs.

Known Trends or Uncertainties

Other than as described in this Draft Red Herring Prospectus, particularly in the sections “Risk Factors” and

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 17 and

402 respectively, to our knowledge, there are no trends or uncertainties that have or had or are expected to have

a material adverse impact on our income from continuing operations.

Unusual or Infrequent Events or Transactions

Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no events or

transactions that may be described as “unusual” or “infrequent”.

424

Future Relationship between Costs and Income

Other than as described in the sections “Risk Factors” and “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” on pages 17 and 402 respectively, to our knowledge, there are

no known factors which will have a material adverse impact on our operations and finances.

Competitive Conditions

We operate in a competitive environment. Some of our competitors have greater financial resources than us, in

respect of our business, and may be bigger in size. We expect competition in tolling operations (pure toll

collection projects as well as OMT projects) from existing and potential competitors to intensify. For further

details regarding our competitive conditions and our competitors, see “Risk Factors” and “Our Business” on

pages 17 and 145, respectively.

Significant economic changes

Our business is substantially dependent on road projects in India undertaken or awarded by government

authorities and other entities funded by governments. Any change in government policies resulting in a decrease

in the amount of road and bridge projects undertaken or a decrease in private sector participation in road and

bridge projects may adversely affect our business and results of operations. For further details, see section titled

“Industry” on page 117.

Seasonality

Seasonal variations may adversely affect our businesses. For example, traffic volumes, and consequently our

revenue, typically register a decrease during monsoon on account of a decrease in number of persons travelling

by car. Severe weather may also require us to evacuate personnel or curtail services, may result in damage to a

portion of our equipment or facilities resulting in the suspension of operations, and increase our maintenance

costs. For further details see section titled “Risk Factors” on page 17.

Significant Dependence on a Single or Few Customers

Our business is substantially dependent on road projects in India undertaken or awarded by governmental

authorities and other entities funded by the Central Government and/or State Governments. We derive almost

all of our revenue from contracts awarded by a limited number of government entities being NHAI, MSRDC,

RIDCOR, RSRDC, MJPRCL and HRBC. Our business could be materially and adversely affected if there are

adverse changes in the policies and delays in awarding contracts by these authorities, among other risks. For

further details see section “Risk Factors” on page 17.

Significant Developments after March 31, 2014 that may affect our future Results of Operations

To our knowledge and belief, except as stated below and otherwise disclosed in this Draft Red Herring

Prospectus, no circumstances have arisen since the date of the last financial statements contained in this Draft

Red Herring Prospectus 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:

We have been awarded eight Short Term Projects and one Long Term Project for collection of toll.

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central

Circle 36, Mumbai have filed a writ petition before the High Court of Bombay against the order dated

July 9, 2013 passed by the Settlement Commission pursuant to a settlement application dated

September 27, 2012 made by our Company. For further details, see the section “Outstanding Litigation

and Material Developments” on page 457.

BTPL has issued notices to MSRDC terminating the Baramati Project on account of delay caused by

MSRDC in handing over possession of land for development as well as demanding termination

425

payment from MSRDC. However, MSRDC has not yet accepted the termination notices and

accordingly the termination process has not been completed. For further details, see the sections “Risk

Factors” and “Our Business” on pages 17 and 145.

One of our Long Term Projects for collection of toll at Nagzari was foreclosed due to closure by the

Maharashtra Government of 44 toll plazas in Maharashtra awarded to various toll contractors under

privatization projects See the section “Risk Factors – Our business is substantially dependent on road

projects in India undertaken or awarded by governmental authorities and other entities funded by the

Government of India or State Governments and we derive almost all of our revenues from contracts

with a limited number of government entities. Any adverse changes in the Central or State Government

policies may lead to our contracts being foreclosed, terminated, restructured or renegotiated” on page

19.

The concession agreements entered into by our Subsidiaries, MEP Hamirpur and MEP Una with

HPBSMDA in December 2011, for two DBOT projects in Himachal Pradesh were terminated by us

due to non-fulfillment of certain conditions precedent by HPBSMDA. Pursuant to letters dated

September 4, 2014, HPBSMDA has refunded an amount of ` 11.70 million paid as project

development fees to HPBSMDA as well as the bank guarantees amounting to ` 57.50 million

submitted to HPBSMDA as performance security for the two projects.

Pursuant to a writ petition filed by MEP CB against NHAI before the High Court of Delhi in relation

to validity of the fee notification for the Chennai Bypass Project and non-fulfillment by NHAI of its

obligations under the MEP CB Concession Agreement and subsequent meeting of the 3CGM

Amicable Settlement Committee of NHAI held on August 26, 2014, it has been agreed that MEP CB

shall be entitled to construct toll booths at five additional locations to prevent toll evasion. NHAI has

issued a letter dated August 4, 2014 to MEP CB in this regard. For further details, see the section

“Outstanding Litigation and Material Developments” on page 457.

Pursuant to a termination agreement dated September 5, 2014, MIPL and ITIPL have mutually

terminated the maintenance agreement dated March 16, 2013 between MIPL and ITIPL under which

ITIPL undertook the maintenance actitivies required under the Mumbai Entry Points Project.

Thereafter, MIPL and our Company have executed a maintenance agreement dated September 8, 2014

pursuant to which our Company has agreed to undertake the entire maintenance activities as are

required to be undertaken in terms of the concession agreement and other project documents for the

Mumbai Entry Points Project.

Our Company has executed a loan agreement dated September 8, 2014 with IDBI Bank Limited for a

loan of ` 1,750 million for the purpose of payment towards mobilization advance under the

maintenance agreement dated September 8, 2014 entered into between our Company and MIPL and

for capitalization of some of the SPVs of our Group. The loan is repayable in 127 unequal monthly

structured installments commencing from September 2014. For further details, see the section

“Financial Indebtedness” on page 430.

We have received a letter dated September 15, 2014 from NHAI claiming a penalty of ` 155.52

million for delay in commencement of operation of the Madurai Kanyakumari Project. For further

details, see the section “Risk Factors – We may be subject to penalties in case we do not comply with

the terms of our contracts and in certain cases our rights to collect toll under the contract may be

suspended by the authority” on page 22.

We have also received a letter dated September 19, 2014 from NHAI claiming a penalty of ` 19.76

million claiming delay in compliance with various provisions of our concession agreement with NHAI

for the Hyderabad Bangalore Project. For further details, see the section “Risk Factors – We may be

subject to penalties in case we do not comply with the terms of our contracts and in certain cases our

rights to collect toll under the contract may be suspended by the authority” on page 22.

426

Reservations, qualifications and adverse remarks by Auditors

The following table sets forth a summary of reservations, qualifications and adverse remarks by our auditor for

the previous five financial years and the current status of the issue and the impact on our financial information

and financial position, if any:

Fiscal Year Remarks Company Response

2014 Clause (ix)(a) of the CARO

According to the information and explanations given to us and, on the basis of our

examination of the records of the Company, the Company is generally regular in

depositing with the appropriate authorities undisputed statutory dues including

Provident fund, Employee’s State Insurance, Income-tax, Wealth Tax, Sales-tax

and other material statutory dues though there have been slight delays in few cases

in depositing Provident Fund, Employees’ State Insurance, Income-tax and Sales-

tax. However, there are major delays in few cases in depositing Provident fund

though the amounts involved are not material, and there were major delays in few

cases in depositing Service tax and Income-tax dues where the amounts involved

are material, and the said amounts have been subsequently deposited. As explained

to us, the Company did not have any dues on account of Investor Education and

Protection Fund. According to the information and explanations given to us, dues

on account of Excise duty, Customs duty and Cess are not applicable to the

Company.

According to the information and explanations given to us, no undisputed amounts

payable in respect of Provident fund, Employee’s State Insurance, Income tax,

Service tax and other material statutory dues were in arrears as at 31 March 2014

for a period of more than six months from the date they became payable, except in

case of the following:

Name

of the

Statute

Nature

of Dues

Amount

(in `

million)

Period to

which the

amount

relates

Due

Date

Date of

Payment

Sales

Tax

Value

Added

Tax

0.15 January

2013

Within

21 days

from

end of

each

month

28-Sep-

13

The

Income

Tax

Act,

1961

Tax

Collected

at Source

7.66

Assessment

year 2014-

15

Within

7 days

from

the end

of the

month

11-Jul-

14

According to the information and explanations given to us, there are no dues of

Income-tax, Sales-tax and Wealth Tax which have not been deposited with the

appropriate authorities on account of any dispute. According to the information and

explanations given to us, dues on account of Excise duty, Customs duty and Cess

are not applicable to the Company. The particulars of dues of Service Tax as at 31

March 2014 which has not been deposited are as follows –

Name of

the

Statute

Nature of

the Dues

Amount

(in `

million)

Period to

which the

amount

relates

Forum

where

dispute is

pending

The

Finance

Act, 1944

Service tax 817.12 2007-08 to

2011-12

Customs,

Excise and

Service

Our Company has

generally been

regular in depositing

statutory dues.

These amounts have

subsequently been

paid and the

management has

taken steps to avoid

delays.

Our Company has

generally been

regular in depositing

statutory dues.

These amounts have

subsequently been

paid and the

management has

taken steps to avoid

delays.

The Service Tax

amount is due as the

demand is being

contested by our

Company. For

details please see the

section “Outstanding

Litigation and

427

Fiscal Year Remarks Company Response

Tax

Appellate

Tribunal

(CESTAT)

Material

Developments –

Litigation involving

our Company –

Litigation against

our Company –

Service Tax” on

page 457.

2014 Clause (xi) of the CARO

According to the information and explanations given to us, the Company has not

defaulted in repayment of dues to its banks or to any financial institutions except

for repayment of principal dues ranging from Rs 1.91 million to Rs 3,75.00 million

due to the banks which was overdue for a period ranging from 1 day to 31 days.

The amounts as mentioned above have been repaid on various dates during the

year as well as subsequent to the date of the Balance Sheet.

The management is

taking best efforts to

service the debts

taken by our

Company on time.

These amounts have

been paid

subsequent to the

date of the balance

sheet.

2013 Clause (ix)(a) of the CARO

According to the information and explanations given to us and, on the basis of our

examination of the records of the Company, the Company is generally regular in

depositing with the appropriate authorities undisputed statutory dues including

Provident fund, Employee’s State Insurance, Income-tax, Wealth tax, Sales-tax and

other material statutory dues though there have been slight delays in few cases in

depositing Provident Fund, Employees’ State Insurance, Income-tax and Sales- tax

dues. However, there are major delays in few cases in depositing Service tax and

Works Contract tax dues though the amounts involved are not material, and the

said amounts have been subsequently paid. As explained to us, the Company did

not have any dues on account of Investor Education and Protection Fund.

According to the information and explanations given to us, dues on account of

Excise duty, Customs duty and Cess are not applicable to the Company.

According to the information and explanations given to us, no undisputed amounts

payable in respect of Provident fund, Employee’s State Insurance, Service tax,

Income-tax, Wealth tax, Sales-tax and other material statutory dues were in arrears

as at 31 March 2013 for a period of more than six months from the date they

became payable, except in case of the following:

Name of

the

Statute

Nature

of Dues

Amount

(in `

million)

Period to

which the

amount

relates

Due

Date

Date of

Payment

Sales

Tax

Work

Contract

Tax

0.1 2012 -2013

Within

21 days

from

end of

each

month

22-Apr-13

The

Income

Tax Act,

1961

Interest

on

delayed

payment

of TDS

1.6

Assessment

year 2012-

13

Within

15 days

from the

service

of the

notice,

viz

8 June

2012

23

September

2013 and

25

September

2013

Our Company has

generally been

regular in depositing

statutory dues.

These amounts have

subsequently been

paid and the

management has

taken steps to avoid

delays.

Our Company has

generally been

regular in depositing

statutory dues.

These amounts have

subsequently been

paid and the

management has

taken steps to avoid

delays.

428

Fiscal Year Remarks Company Response

Clause (xi) of the CARO

According to the information and explanations given to us, the Company has not

defaulted in repayment of dues to its bankers or to any financial institutions except

for certain required prepayments of loans due to a bank ranging from Rs 18.00

million to Rs 239.09 million. The period of delay for the said loans ranges from 77

days to 494 days. Of the above said loans, the Company has repaid Rs 56.52

million on various dates subsequent to the Balance Sheet date, and for the balance

has mutually agreed the repayment schedule.

The management is

taking best efforts to

service the debts

taken by our

Company on time.

These amounts have

been paid

subsequent to the

date of the balance

sheet.

2012 Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the

Company does not have a formal internal audit system.

According to the records of the Company, statutory dues like, investor education

protection fund, sales tax, service tax, customs duty, excise duty, cess and other

statutory dues are not applicable to the Company, the Company is generally regular

in depositing with the appropriate authorities’ income tax dues. Further, according

to information and explanations given to us, no undisputed amounts payable in

respect of direct taxes is outstanding except for below, as at the Balance Sheet date

for a period of more than six months from the date they became payable.

Name of

the Statute

Nature of

Dues

Amount

(in `

million)

Period to

which the

amount

relates

Due Date

Wealth-Tax

Act, 1957 Wealth tax 0.1

Assessment

year 2011-

12

6 months

from the end

of the

financial

year.

Our Company had

adequate internal

control systems and

was contemplating

to constitute an

internal audit

department to cater

to its requirements.

Our Company has

generally been

regular in depositing

various st. dues.

These amounts have

been subsequently

has been paid and

the management has

taken steps to avoid

the delays

2011 Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the

Company does not have a formal internal audit system.

Our Company had

adequate internal

control systems and

was contemplating

to constitute an

internal audit

department to cater

to its requirements.

Clause (ix)(a) of the CARO

According to the records of the Company, statutory dues like, investor education

protection fund, sales tax, service tax, customs duty, excise duty, cess and other

statutory dues are not applicable to the Company, the Company is generally regular

in depositing with the appropriate authorities’ income tax dues. Further, according

to information and explanations given to us, no undisputed amounts payable in

respect of direct taxes is outstanding except for below, as at the Balance Sheet date

for a period of more than six months from the date they became payable.

Name of

the

Statute

Nature of

Dues

Amount

(in `

million)

Period to

which the

amount

relates

Due Date

Wealth-

Tax Act,

1957

Wealth tax 0.04

Assessment

year 2008-

09

6 months

from the

end of the

financial

year.

Wealth-

Tax Act, Wealth tax 0.17

Assessment

year 2009-

6 months

from the

Our Company had

adequate internal

control systems and

was contemplating

to constitute an

internal audit

department to cater

to its requirements.

429

Fiscal Year Remarks Company Response

1957 10 end of the

financial

year.

Wealth-

Tax Act,

1957

Wealth tax 0.11

Assessment

year 2010-

11

6 months

from the

end of the

financial

year.

2011 As per Audit Report point (iv)

The Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt with

the accounting standards referred to in sub-section 3C of Section 211 of the

Companies Act, 1956 Except for Accounting 15 “Employee Benefits” with respect

to the pending gratuity cover, referred to in Notes to Accounts at serial no 2(h)(iii)

“Retirement and other employee benefits”

Our Company has

complied with this

accounting standard

subsequently.

2010 Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the

Company does not have a formal internal audit system.

Our Company had

adequate internal

control systems and

was contemplating

to constitute an

internal audit

department to cater

to its requirements.

2010 Clause (ix)(a) of the CARO

According to the records of the Company, statutory dues like, investor education

protection fund, sales tax, service tax, customs duty, excise duty, cess and other

statutory dues are not applicable to the Company, the Company is generally regular

in depositing with the appropriate authorities income tax dues. Further, according

to information and explanations given to us, no undisputed amounts payable in

respect of direct taxes is outstanding except for below, as at the Balance Sheet date

for a period of more that six months from the date they became payable.

Name of

the

Statute

Nature

of Dues

Amount

(in `

million)

Period to

which the

amount

relates

Due

Date

Date of

Payment

Wealth-

Tax Act,

1957

Wealth

tax 0.04

Assessment

year 2008-

09

6 months

from the

end of

the

financial

year.

28-Apr-

11

Wealth-

Tax Act,

1957

Wealth

tax 0.17

Assessment

year 2009-

10

6 months

from the

end of

the

financial

year.

28-Apr-

11

Our Company has

generally been

regular in depositing

statutory dues.

These amounts have

subsequently been

paid and the

management has

taken steps to avoid

delays.

As per Audit Report point (iv)

The Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt with

the accounting standards referred to in sub-section 3C of Section 211 of the

Companies Act, 1956 Except for Accounting 15 “Employee Benefits” with respect

to the pending gratuity cover, referred to in Notes to Accounts at serial no 2(h)(iii)

“Retirement and other employee benefits”

Our Company has

complied with this

accounting standard

subsequently.

43

0

FIN

AN

CIA

L I

ND

EB

TE

DN

ES

S

Set

fo

rth b

elo

w i

s a

bri

ef s

um

mar

y o

f o

ur

outs

tand

ing s

ecure

d f

inanci

al a

rran

gem

ents

, o

n a

co

nso

lid

ated

bas

is:

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Ind

ebte

dn

ess

of

ou

r C

om

pa

ny

Can

ara

Ban

k

Fac

ilit

y

agre

em

ent

dat

ed

Sep

tem

ber

1

0,

20

13

an

d

sanct

ion

lett

er

dat

ed

Au

gu

st

20

, 20

13

Over

dra

ft

faci

liti

es

and

ban

k g

uar

ante

e

50

0 (

fund

bas

ed)

1,0

00

(n

on

fund

bas

ed)

50

5.0

2 (

fund

bas

ed)

50

.00

(no

n

fund

bas

ed)

Fu

nd

bas

ed –

bas

e

rate

p

lus

3.0

0%

p.a

. (c

urr

entl

y

13

.20

% p

.a.)

No

n

fund

b

ased

–

Ban

k

guar

ante

e

com

mis

sio

n

at

50

.00

%

of

no

rmal

com

mis

sio

n

char

ges

o

f C

anar

a

Ban

k

Ten

ure

o

f

the

ban

k

guar

ante

e is

one

yea

r fo

r

bid

bo

nd

ban

k

guar

ante

e

and

fiv

e and

a hal

f yea

rs

for

oth

er

ban

k

guar

ante

es

Fo

r b

id b

ond

s, i

n

lieu

o

f se

curi

ty

dep

osi

ts,

earn

est

mo

ney

dep

osi

ts

and

re

tenti

on

mo

nie

s,

for

per

form

ance

secu

rity

as

m

ay

be

req

uir

ed f

rom

tim

e to

ti

me

for

var

ious

pro

ject

s

aw

ard

ed

by

NH

AI,

P

WD

s,

MS

RD

C

and

RID

CO

R,

etc.

for

our

Co

mp

any’s

pro

ject

s fo

r

secu

riti

zati

on

of

toll

co

llec

tio

n

and

fo

r o

ther

purp

ose

s as

may

be

req

uir

ed

in

connec

tio

n

wit

h

our

Co

mp

any’s

busi

nes

s fr

om

tim

e to

tim

e.

No

te 1

IDB

I B

ank

Sho

rt t

erm

lo

an

75

0 (

fund

bas

ed)

37

9.1

4 (

fund

bas

ed)

IDB

I b

ase

rate

plu

s R

epayab

le i

n

Fo

r th

e p

urp

ose

N

ote

2

43

1

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Lim

ited

Lo

an

Agre

em

ent

dat

ed M

arch

17

,

20

12

an

d

sanct

ion

lett

ers

dat

ed

Mar

ch

6,

20

12

an

d

Mar

ch 1

2,

201

2

30

0

bas

is

po

ints

p.a

. (c

urr

entl

y

13

.25

% p

.a.)

two

eq

ual

inst

alm

ents

of

`

37

5

mil

lio

n

each

on M

arch

1

,

20

14

and

Mar

ch

1,

20

15

of

mak

ing

pay

ments

tow

ard

s p

roje

cts

bei

ng u

nd

erta

ken

for

dev

elo

pm

ent

of

inst

rasu

tuct

ure

exce

pt

real

est

ate

sect

or.

IDB

I B

ank

Lim

ited

Fac

ilit

y

Agre

em

ent

dat

ed M

arch

17

,

20

12

an

d

sanct

ion

lett

ers

dat

ed

Mar

ch

6,

20

12

an

d

May

30

, 20

13

Wo

rkin

g

cap

ital

faci

lity

(b

ank

guar

ante

e)

1,2

50

(n

on

fund

bas

ed)

1,0

68.8

8 (n

on fu

nd

bas

ed)(2

)

Per

form

ance

guar

ante

e

com

mis

sio

n

of

0.7

5%

p

.a.

and

finan

cial

guar

ante

e

com

mis

sio

n

of

1.0

0%

p

.a.,

bo

th

pay

able

up

fro

nt

on

a q

uar

terl

y b

asis

Ten

or

of

thre

e yea

rs

Issu

ance

of

ban

k

guar

ante

es

tow

ard

s ea

rnest

mo

ney

dep

osi

t /

per

form

ance

secu

rity

o

n

beh

alf

of

our

Co

mp

any

/

sub

sid

iary

com

panie

s /

SP

Vs

/ jo

int

ven

ture

/

conso

rtiu

m

wh

ere

our

Co

mp

any

is

a

pro

mo

ter

wit

h

a

ho

ldin

g

no

t le

ss

than

51

%

No

te 3

TJS

B

Sah

akar

i

Ban

k L

imit

ed

Ter

m

loan

agre

em

ent

dat

ed

Au

gu

st

Ter

m l

oan

5

3.8

2 (

fund

bas

ed)

- Our

Co

mp

an

y

has

rep

aid

th

is lo

an o

n

Sep

tem

ber

9,

20

14

2.3

5%

b

elo

w

the

ban

k’s

p

rim

e

lend

ing

rate

,

sub

ject

to

a

min

imu

m

of

13

.00

% p

.a.

Rep

ayab

le i

n

12

uneq

ual

mo

nth

ly

inst

alm

ents

com

menci

ng

fro

m

To

par

t fi

nance

pay

ment

to

be

mad

e to

RS

RD

C

tow

ard

s to

ll

coll

ecti

on

for

Mah

ua-

No

te 4

43

2

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

22

, 2

013

an

d

sanct

ion

lett

ers

dat

ed M

arch

20

,

20

13

and

A

pri

l

15

, 20

13

Sep

tem

ber

20

13

Hin

dau

n-K

arau

li

Pro

ject

All

ahab

ad B

ank

Fac

ilit

y

agre

em

ent

dat

ed M

arch

28

,

20

14

an

d

sanct

ion

lett

er

dat

ed M

arch

20

,

20

14

Sho

rt

term

lo

an

faci

lity

an

d

ban

k

guar

ante

e

50

0 (

fund

bas

ed)

1,0

00

(n

on-f

und

bas

ed)

50

5.3

3 (

fund

bas

ed)

Nil

(n

on

-fu

nd

bas

ed)

Fu

nd

bas

ed f

acil

ity

–

bas

e ra

te

plu

s

2.3

0%

sp

read

(curr

entl

y

12

.55

%

p.a

.)

No

n

fund

b

ased

faci

lity

–

com

mis

sio

n

of

1.0

0%

p

ayab

le

up

fro

nt

quar

terl

y

Fu

nd

bas

ed –

bull

et

rep

aym

ent

at

the

end

o

f

teno

r o

f th

e

faci

ltie

s

up

on

rele

ase

of

bid

/per

form

a

nce

se

curi

ty

by

the

auth

ori

ty

Ban

k

guar

ante

e –

teno

r o

f si

x

yea

rs

Pay

men

t o

f

earn

est

mo

ney

dep

osi

t fo

r

par

tici

pat

ing

in

the

bid

din

g

pro

cess

o

f

var

ious

contr

acts

, ca

sh

secu

rity

fo

r b

ids

and

fo

r

pro

vid

ing

per

form

ace

secu

riti

es

to

be

giv

en

to

auth

ori

ties

.

No

te 5

Ban

k o

f In

dia

Agre

em

ent

dat

ed D

ecem

ber

20

, 2

013

an

d

sanct

ion

lett

ers

dat

ed D

ecem

ber

29

, 2

010

; Ju

ne

9,

20

12

an

d

No

vem

ber

2

7,

20

13

Over

dra

ft

faci

liti

es

and

ban

k g

uar

ante

e

50

0 (

fund

bas

ed)

1,5

00

(n

on

fund

bas

ed)

49

9.9

8 (

fund

bas

ed)

76

1.3

5

(no

n

fund

bas

ed)

Fu

nd

bas

ed f

acil

ity

–

Bas

e ra

te

plu

s

2.2

5%

(f

loat

ing)

(curr

entl

y

12

.45

%

p.a

.)

No

n-f

und

b

ased

faci

lity

–

com

mis

sio

n

of

1.0

0%

Fu

nd

bas

ed –

bull

et

rep

aym

ent

at

the

end

o

f

teno

r o

f th

e

faci

ltie

s

up

on

rele

ase

of

bid

/per

form

a

nce

se

curi

ty

by

the

auth

ori

ty

Over

dra

ft

lim

it

for

the

purp

ose

of

furn

ishin

g b

id

secu

rity

,

per

form

ance

secu

rity

fo

r sh

ort

term

p

roje

cts

max

imu

m u

pto

3

yea

rs

and

fo

r

mak

ing

up

fro

nt

pay

ments

to

th

e

auth

ori

ties

.

No

te 6

43

3

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Ban

k

guar

ante

e –

teno

r o

f si

x

yea

rs

The

Kal

yan

Janat

a S

ahakar

i

Ban

k L

imit

ed

Lo

an a

gre

em

ent

dat

ed

July

4

,

20

14

an

d

sanct

ion

lett

er

dat

ed

June

28

,

20

14

Ter

m l

oan

1

03

.80

(fu

nd

bas

ed)

10

3.9

7 (

fund

bas

ed)

13

.00

%

p.a

.

(flo

atin

g)

at

mo

nth

ly r

eset

Rep

ayab

le i

n

four

equal

wee

kly

inst

alm

ents

of

`

25

.95

mil

lio

n

each

duri

ng

the

twel

fth

mo

nth

fr

om

the

dat

e o

f

firs

t

dis

burs

em

ent

Rei

mb

urs

em

ent

of

per

form

ance

secu

rity

d

epo

sit

alre

ady

pai

d

by

our

Co

mp

any in

resp

ect

of

Pad

una,

D

asna

and

G

ura

u

toll

pla

zas

for

uti

lisa

tio

n

of

thes

e

fund

s

tow

ard

s w

ork

ing

cap

ital

req

uir

em

ents

o

f

our

Co

mp

any

like

payin

g

per

form

ance

/

bid

se

curi

ty

dep

osi

ts

for

secu

ring

new

contr

acts

No

te 7

The

Kal

yan

Janat

a S

ahakar

i

Ban

k L

imit

ed

Lo

an a

gre

em

ent

dat

ed

Oct

ob

er

31

, 2

013

an

d

sanct

ion

lett

er

Ter

m l

oan

9

5 (

fund

bas

ed)

75

.85 (

fund

bas

ed)

13

.00

%

p.a

. at

mo

nth

ly

rest

(flo

atin

g)

Rep

ayab

le i

n

35

m

onth

ly

inst

alm

ents

com

menci

ng

afte

r o

ne

mo

nth

fr

om

the

dat

e o

f

firs

t

Invest

ment

in

gro

up

unit

s fo

r

gen

eral

corp

ora

te

purp

ose

No

te 8

43

4

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

dat

ed

Oct

ob

er

27

, 20

13

dis

burs

em

ent

as f

oll

ow

s:

Fir

st

17

inst

alm

ents

–

`

2

mil

lio

n

each

Nex

t 1

1

inst

alm

ents

–

`

3

mil

lio

n

each

Las

t 7

inst

alm

ents

–

`

4

mil

lio

n

each

IDB

I B

ank

Lim

ited

Lo

an a

gre

em

ent

dat

ed

Sep

tem

ber

8

,

20

14

an

d

lett

er

of

inte

nt

dat

ed

Au

gu

st 7

, 2

01

4

Rup

ee t

erm

lo

an

1

,75

0 (

fund

bas

ed)

- As

on

Au

gust

3

1,

20

14

, o

ur

Co

mp

any

has

no

t d

raw

nd

ow

n

any

am

oun

t und

er

this

lo

an

IDB

I B

ank’s

b

ase

rate

+

sp

read

o

f

27

5 b

ps

(curr

entl

y

13

.00

% p

.a.)

Rep

ayab

le i

n

12

7

uneq

ual

mo

nth

ly

stru

cture

d

inst

alm

ents

com

menci

ng

fro

m

Sep

tem

ber

,

20

14

Pay

men

t to

war

ds

mo

bil

izat

ion

advan

ce

und

er

the

main

tenance

agre

em

ent

ente

red

b

y

our

Co

mp

any

and

for

cap

ital

izat

ion

of

som

e o

f th

e

SP

Vs

of

our

Gro

up

No

te 9

To

tal

am

ou

nt

ou

tsta

nd

ing

a

s o

n

Au

gu

st

31

, 2

01

4

(In

`

mil

lio

n)

2,0

69.2

9 (

fun

d b

ase

d)

1,8

80.2

3 (

no

n f

un

d b

ase

d)

43

5

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Ind

ebte

dn

ess

of

ou

r S

ub

sid

iari

es

MIP

L

IDF

C L

imit

ed

Rup

ee

loan

agre

em

ent

dat

ed

Januar

y

25

, 2

011

an

d

sanct

ion

lett

er

dat

ed

Januar

y

21

, 20

11

Rup

ee l

oan

4

,00

0 (

fund

bas

ed)

4,0

76.5

4

(fund

bas

ed)

IDF

C

ben

chm

ark

rate

plu

s sp

read

of

2.5

0%

p

.a.

(curr

entl

y

11

.90

%

p.a

.)

To b

e re

pai

d

in

32

4

stru

cture

d

fort

nig

htl

y

inst

alm

ents

com

menci

ng

fro

m

Oct

ob

er

1,

20

12

Fo

r in

vest

ment

in

var

iou

s

infr

astr

uct

ure

init

iati

ves

of

the

gro

up

, ca

pit

al

exp

end

iture

,

gen

eral

corp

ora

te

purp

ose

, et

c.

No

te 1

0

IDF

C L

imit

ed

Rup

ee

loan

agre

em

ent

dat

ed

Sep

tem

ber

2

7,

20

10

read

w

ith

the

Fir

st

am

end

ment

agre

em

ent

to

the

loan

agre

em

ent

dat

ed

Mar

ch

8,

20

13

and

th

e

Acc

ess

ion D

eed

cum

Am

end

ment

Agre

em

ent

to

the

rup

ee l

oan

Agre

em

ent

dat

ed

Mar

ch

8,

20

13

Rup

ee l

oan

9

,21

0 (

fund

bas

ed)

9,3

79.9

8

(fund

bas

ed)

IDF

C

ben

chm

ark

rate

plu

s sp

read

of

1.9

0%

p

.a.

(ben

chm

ark r

ate

is

3

yea

r ID

FC

Ben

chm

ark

Rat

e)

(curr

entl

y

11

.35

%

p.a

.)

To b

e re

pai

d

in

31

2

uneq

ual

fort

nig

htl

y

inst

alm

ents

com

menci

ng

fro

m

Oct

ob

er

1,

20

11

Par

t fi

nanci

ng o

f

the

pro

ject

invo

lvin

g

secu

riti

sati

on

of

five

Mu

mb

ai

Entr

y

Po

ints

alo

ng

wit

h

mai

nte

nance

o

f

flyo

ver

s and

alli

ed s

truct

ure

s

No

te 1

1

43

6

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Ind

ia

Infr

astr

uct

ure

Fin

ance

Co

mp

any

Lim

ited

Tak

eout

agre

em

ent

dat

ed

Mar

ch

8,

20

13

read

w

ith

Acc

ess

ion D

eed

cum

Am

end

ment

Agre

em

ent

to

the

rup

ee l

oan

Agre

em

ent

dat

ed

Mar

ch

8,

20

13

an

d

sanct

ion

lett

er

dat

ed

Sep

tem

ber

1

2,

20

12

Rup

ee l

oan

4

,00

0 (

fund

bas

ed)

4,1

06.6

7

(fund

bas

ed)

IIF

CL

b

ench

mar

k

rate

plu

s sp

read

of

1.0

0%

p

.a.

(ben

chm

ark

rate

set

by I

IFC

L f

rom

tim

e to

ti

me)

(curr

entl

y

11

.00

%

p.a

.)

To b

e re

pai

d

in

10

9

uneq

ual

mo

nth

ly

inst

alm

ents

com

menci

ng

fro

m

Oct

ob

er

20

13

Par

t fi

nanci

ng o

f

the

pro

ject

invo

lvin

g

secu

riti

sati

on

of

five

Mu

mb

ai

Entr

y

Po

ints

alo

ng

wit

h

mai

nte

nance

o

f

flyo

ver

s and

alli

ed s

truct

ure

s

No

te 1

2

Can

ara

Ban

k

Rup

ee

Lo

an

agre

em

ent

dat

ed

Sep

tem

ber

2

7,

20

10

read

w

ith

Dee

d

of

Ass

ign

ment

and

Tra

nsf

er

dat

ed

Ap

ril

19

, 2

01

1

and

re

ad

wit

h

Rup

ee t

erm

lo

an

5

,00

0 (

fund

bas

ed)

5,0

94.6

0

(fund

bas

ed)

IDF

C

Ben

chm

ark

rate

plu

s sp

read

of

1.9

0%

p

.a.

(ben

chm

ark r

ate

is

3

yea

r ID

FC

Ben

chm

ark

Rat

e)

(curr

entl

y

11

.35

%

p.a

.)

To b

e re

pai

d

in

31

2

uneq

ual

fort

nig

htl

y

inst

alm

ents

com

menci

ng

fro

m

Oct

ob

er

1,

20

11

Par

t fi

nanci

ng o

f

the

pro

ject

invo

lvin

g

secu

riti

sati

on

of

five

Mu

mb

ai

entr

y

po

ints

alo

ng

wit

h

mai

nte

nance

o

f

flyo

ver

s and

alli

ed s

truct

ure

s

No

te 1

3

43

7

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Acc

ess

ion D

eed

cum

Am

end

ment

Agre

em

ent

to

the

rup

ee l

oan

Agre

em

ent

dat

ed

Mar

ch

8,

20

13

HD

FC

B

ank

Lim

ited

Rup

ee

Lo

an

agre

em

ent

dat

ed

Sep

tem

ber

2

7,

20

10

read

w

ith

Dee

d

of

Ass

ign

ment

and

Tra

nsf

er

dat

ed

Oct

ob

er

25

,

20

10

and

re

ad

wit

h

Acc

essi

on

Dee

d

cum

Am

end

ment

Agre

em

ent

to

the

rup

ee l

oan

Agre

em

ent

dat

ed

Mar

ch

8,

20

13

Rup

ee t

erm

lo

an

3

,00

0 (

fund

bas

ed)

3,0

80.9

6

(fund

bas

ed)

Ben

chm

ark

rate

plu

s sp

read

o

f

1.9

0%

p

.a.

(ben

chm

ark r

ate

is

3

yea

r ID

FC

Ben

chm

ark

Rat

e)

(curr

entl

y

11

.35

%

p.a

.)

To b

e re

pai

d

in

31

2

uneq

ual

fort

nig

htl

y

inst

alm

ents

com

menci

ng

fro

m

Oct

ob

er

1,

20

11

Par

t fi

nanci

ng o

f

the

pro

ject

invo

lvin

g

secu

riti

sati

on

of

five

Mu

mb

ai

entr

y

po

ints

alo

ng

wit

h

mai

nte

nance

o

f

flyo

ver

s and

alli

ed s

truct

ure

s

No

te 1

4

L&

T

Infr

astr

uct

ure

Lim

ited

Fac

ilit

y

Rup

ee l

oan

2

,00

0 (

fund

bas

ed)

2,0

21.1

4

(fund

bas

ed)

L&

T

Infr

a P

rim

e

lend

ing r

ate

min

us

2.7

5%

p

ayab

le

mo

nth

ly

(curr

entl

y

13

.75

% p

.a.)

Rep

aym

ent

in

stru

ctu

red

mo

nth

ly

inst

alm

ents

fro

m Ju

ly 1

,

Fo

r fu

nd

ing

infr

astr

uct

ure

acti

vit

ies

wit

hin

the

gro

up

No

te 1

5

43

8

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Agre

em

ent

dat

ed

July

2

,

20

11

an

d

sanct

ion

lett

er

dat

ed

June

29

,

20

11

20

12

and

end

ing

in

June

20

25

afte

r a

mo

rato

riu

m

per

iod o

f 1

2

mo

nth

s

Can

ara

Ban

k

San

ctio

n

lett

er

dat

ed

Sep

tem

ber

2

7,

20

10

Ban

k g

uar

ante

e

37

5.7

0

(no

n

fund

bas

ed)

32

1.8

8

(no

n

fund

bas

ed)

Co

mm

issi

on

of

50

.00

%

of

the

no

rmal

com

mis

sio

n

rate

s

of

the

ban

k

Ten

or

of

19

yea

rs

To

is

sue

six

per

form

ance

ban

k

guar

ante

es

in

favo

ur

of

MS

RD

C t

ow

ard

s

per

form

ance

ob

ligat

ions

to

op

erat

e,

mo

nit

or

and

mai

nta

in t

he

pro

ject

s aw

ard

ed

by

MS

RD

C

for

toll

sec

uri

tisa

tio

n

on

the

five

Mu

mb

ai

Entr

y

Po

ints

w

ith

an

agre

ed

conce

ssio

n

per

iod

of

16

yea

rs

and

1

1

mo

nth

s

No

te 1

6

To

tal

am

ou

nt

ou

tsta

nd

ing

a

s o

n

Au

gu

st

31

, 2

01

4

(In

`

mil

lio

n)

27

,759

.89

(fu

nd

ba

sed

)

32

1.8

8 (

no

n f

un

d b

ase

d)

ME

P C

B

IDB

I B

ank

Lim

ited

Per

form

ance

b

ank

guar

ante

e

59

4 (

no

n-f

und

bas

ed)

59

4.0

0 (

fund

bas

ed)

Ban

k

guar

ante

e

com

mis

sio

n

to

be

Fac

ilit

y

to

rem

ain

in

Fin

ance

o

f th

e

irre

vo

cab

le

and

No

te 1

7

43

9

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Fac

ilit

y

Agre

em

ent

dat

ed

Feb

ruar

y

6,

20

13

an

d

sanct

ion

lett

er

dat

ed

Feb

ruar

y

4,

201

3

pai

d

annuall

y

at

the

rate

o

f 1

.00

%

p.a

.

forc

e fo

r a

per

iod o

f 3

6

mo

nth

s fr

om

dat

e o

f th

e

agre

em

ent

Per

form

ance

Ban

k

Guar

ante

e is

rep

ayb

le

on

dem

and

unco

nd

itio

nal

per

form

ance

secu

rity

/

guar

ante

e to

b

e

pro

vid

ed

by

the

bo

rro

wer

fo

r th

e

pro

ject

op

erat

ion,

mai

nte

nance

and

tran

sfer

fo

r th

e

Chen

nai

B

yp

ass

Pro

ject

IDB

I B

ank

Lim

ited

Fac

ilit

y

Agre

em

ent

dat

ed

Feb

ruar

y

6,

20

13

an

d

sanct

ion

lett

er

dat

ed

Feb

ruar

y

4,

201

3

Rup

ee t

erm

lo

an

1

00

(fu

nd

bas

ed)

38

.58 (

fund

bas

ed)

Ben

chm

ark

Pri

me

Lend

ing

Rat

e p

lus

25

0

bas

is

po

ints

(curr

entl

y

12

.75

%

p.a

.)

Pri

nci

pal

am

ou

nt

to b

e

rep

aid

in

2

8

mo

nth

ly

inst

all

men

ts

com

menci

ng

afte

r a

mo

rato

riu

m

of

3

mo

nth

s

fro

m

the

com

mer

cial

op

erat

ion

dat

e

Par

t fi

nan

cin

g

const

ruct

ion

of

new

to

ll

pla

za,

aug

menta

tio

n

of

exis

tin

g

toll

pla

za,

var

ious

road

, fu

rnit

ure

,

etc.

fo

r th

e

Chen

nai

B

yp

ass

Pro

ject

No

te 1

8

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

38

.58 (

fun

d b

ase

d)

59

4.0

0 (

no

n f

un

d b

ase

d)

ME

P N

ag

zari

Do

mb

ivli

Nag

ari

Sah

akar

i

Ban

k L

imit

ed

Ter

m l

oan

8

3.7

5 (

fund

bas

ed)

42

.08 (

fund

bas

ed)

The

bo

rro

wer

shal

l

pay

inte

rest

on t

he

term

lo

an

outs

tand

ing

fro

m

Rep

aym

ent

in

32

uneq

ual

mo

nth

ly

Up

fro

nt

paym

ent

and

no

n

refu

nd

able

mai

nte

nance

No

te 1

9

44

0

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Ter

m

loan

agre

em

ent

dat

ed

Januar

y

29

, 2

013

an

d

sanct

ion

lett

er

dat

ed

No

vem

ber

2

7,

20

12

tim

e to

tim

e at

the

app

lica

ble

in

tere

st

rate

, su

bje

ct

to

chan

ge

as

per

th

e

dir

ecti

ve

of

the

RB

I an

d

dec

isio

n

of

the

lend

er f

rom

tim

e to

ti

me.

(curr

entl

y

13

.50

%

p.a

.)

inst

all

men

ts

com

menci

ng

fro

m

the

mo

nth

o

f

dis

burs

em

ent

of

the

term

loan

char

ges

fo

r th

e

coll

ecti

on

of

To

ll

at

toll

stat

ion,

nam

ely

at

Naz

gar

i-

Kher

da-

Kar

anja

Ro

ad

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

42

.08 (

fun

d b

ase

d)

RT

RP

L

IDB

I B

ank

Lim

ited

Ter

m

loan

agre

em

ent

dat

ed

June

5,

20

13

an

d

sanct

ion

lett

er

dat

ed

May

2

2,

20

13 a

nd

let

ters

dat

ed

Ap

ril

1,

20

14

Rup

ee t

erm

lo

an

1

57

(fu

nd

bas

ed)

10

9.4

6 (

fund

bas

ed)

Ben

chm

ark

pri

me

lend

ing

rate

p

lus

27

5

bas

is

po

ints

(curr

entl

y

13

.00

%

p.a

.)

Rep

aym

ent

in

28

uneq

ual

mo

nth

ly

inst

all

men

ts

star

tin

g

aft

er

a mo

rato

riu

m

per

iod

o

f

thre

e m

on

ths

fro

m

the

com

mer

cial

op

erat

ion

dat

e.

Fin

anci

ng

the

op

erat

ion,

mai

nte

nance

,

and

to

llin

g

pro

ject

o

f

Mad

ura

i-

Kan

yak

um

ari

sect

ion

of

Nat

ional

Hig

hw

ay

7

in

Tam

il

Nad

u

on

OM

T B

asis

No

te 2

0

IDB

I B

ank

Lim

ited

Fac

ilit

y

agre

em

ent

dat

ed

June

5,

20

13

an

d

Per

form

ance

b

ank

guar

ante

e

64

8 (

no

n-f

und

bas

ed)

64

8

(no

n-f

und

bas

ed)

Ban

k

Guar

ante

e

com

mis

sio

n

to

be

pai

d

annuall

y

at

the

rate

o

f 1

.00

%

p.a

Fac

ilit

y

to

rem

ain

in

forc

e fo

r a

per

iod o

f 3

6

mo

nth

s fr

om

dat

e o

f th

e

agre

em

ent.

To

pro

vid

e an

irre

vo

cab

le

and

unco

nd

itio

nal

per

form

ance

secu

rity

to

NH

AI

for

finan

cin

g

the

No

te 2

1

44

1

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

sanct

ion

lett

er

dat

ed

May

2

2,

20

13

Ban

k

guar

ante

e is

rep

ayab

le o

n

dem

and

op

erat

ion,

mai

nte

nance

,

and

to

llin

g

pro

ject

o

f

Mad

ura

i-

Kan

yak

um

ari

sect

ion

of

Nat

ional

Hig

hw

ay

7

in

Tam

il

Nad

u

on

OM

T B

asis

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

10

9.4

6 (

fun

d b

ase

d)

64

8 (

no

n-f

un

d b

ase

d)

ME

P H

B

All

ahab

ad B

ank

Lim

ited

Fac

ilit

y

agre

em

ent

dat

ed D

ecem

ber

24

, 2

013

an

d

sanct

ion

lett

er

dat

ed D

ecem

ber

17

, 20

13

Ter

m l

oan

and

ban

k

guar

ante

e

35

0 (

fund

bas

ed)

48

6 (

no

n-f

und

bas

ed)

31

8.8

9 (

fund

bas

ed)

48

6

(no

n

fund

bas

ed)

Bas

e ra

te +

sp

read

of

2.3

0%

(flo

atin

g);

(curr

entl

y

12

.55

%

p.a

.)

Ban

k

guar

ante

e

com

mis

sio

n

1%

p.a

.

16

uneq

ual

quar

terl

y

inst

alm

ents

wit

h

firs

t

inst

alm

ent

com

menci

ng

fro

m

Dec

em

ber

20

13

Ban

k

guar

ante

e

shal

l hav

e a

teno

r o

f 6

yea

rs

Fo

r th

e p

urp

ose

of

op

erat

ion a

nd

mai

nte

nance

acti

vit

ies

for

the

Hyd

erab

ad

Ban

gal

ore

Pro

ject

an

d

to

assu

re

the

pay

ment

of

bal

ance

am

ou

nt

of

ME

P

HB

’s

ob

ligat

ion

spec

ifie

d

in

the

ME

P

HB

Co

nce

ssio

n

Agre

em

ent

No

te 2

2

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

31

8.8

9 (

fun

d b

ase

d)

48

6 (

no

n f

un

d b

ase

d)

44

2

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

ME

P S

ola

pu

r

Do

mb

ivli

Nag

ari

Sah

akar

i

Ban

k L

imit

ed

Ter

m

loan

agre

em

ent

dat

ed J

anuar

y 2

,

20

14

an

d

sanct

ion

lett

er

dat

ed J

anuar

y 1

,

20

14

Rev

olv

ing t

erm

lo

an

63

.75 (

fund

bas

ed)

30

.02 (

fund

bas

ed)

13

.50

% p

.a.

Rep

aym

ent

in

12

equat

ed

mo

nth

ly

inst

all

men

ts

com

menci

ng

fro

m

the

mo

nth

o

f

dis

burs

em

ent

Fin

anci

ng

fo

r th

e

toll

co

llec

tio

n

pro

ject

at

fo

ur

pla

ces/

toll

stat

ion

s in

So

lap

ur

IRD

P

No

te 2

3

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

30

.02 (

fun

d b

ase

d)

BT

PL

Ban

k o

f B

aro

da

Co

mm

on

rup

ee

loan

ag

reem

ent

dat

ed

July

2

,

20

11

an

d

sanct

ion

lett

ers

dat

ed

May

3

1,

20

11

;

No

vem

ber

2

3,

20

12

an

d

May

23

, 20

14

Rup

ee t

erm

lo

an

5

39

.50

(o

rigin

al

sanct

ion o

f `

59

4.1

0)

(fu

nd

bas

ed)

55

3.8

3 (

fund

bas

ed)

Bas

e ra

te

plu

s

2.5

0%

p

.a.

(curr

entl

y

12

.75

%

p.a

.)

Rep

aym

ent

per

iod

is

nin

e

yea

rs

and

nin

e

mo

nth

s to

be

mad

e in

3

9

uneq

ual

quar

terl

y

inst

alm

ents

com

menci

ng

in

20

12

and

end

ing

in

20

21

Fin

anci

ng

fo

r th

e

pro

ject

at

Bar

amat

i o

n

a

buil

d,

op

erat

e

and

tr

ansf

er

bas

is

incl

ud

ing

mai

nte

nance

o

f

road

s

const

ruct

ed

und

er

IRD

P

Bar

amat

i and

AS

IDE

sch

em

e

No

te 2

4

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

55

3.8

3 (

fun

d b

ase

d)

44

3

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

RV

PL

IDF

C L

imit

ed

Rup

ee

loan

agre

em

ent

dat

ed

Sep

tem

ber

1

0,

20

10

an

d

sanct

ion

lett

er

dat

ed

Sep

tem

ber

9

,

20

10

Rup

ee t

erm

lo

an

1

,50

0 (

fund

bas

ed)

44

7.4

1 (

fund

bas

ed)

Ben

chm

ark

rate

plu

s sp

read

o

f

1.9

0%

p

.a.

(curr

entl

y

12

.35

%

p.a

.)

(ben

chm

ark r

ate

is

3

yea

r ID

FC

Ben

chm

ark R

ate)

Rep

aym

ent

in

11

2

uneq

ual

,

fort

nig

htl

y

inst

alm

ents

com

menci

ng

fro

m

No

vem

ber

15

, 20

10

Up

fro

nt

paym

ent

to

RID

CO

R

tow

ard

s to

llin

g

rights

at

Phal

od

i

–

Pac

hp

adra

–

Ram

ji

Ki

Go

l

Ro

ad P

roje

ct

No

te 2

5

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

44

7.4

1 (

fun

d b

ase

d)

RT

BP

L

All

ahab

ad B

ank

Fac

ilit

y

agre

em

ent

dat

ed

Sep

tem

ber

6

,

20

13

an

d

firs

t

sup

ple

menta

l

faci

lity

agre

em

ent

dat

ed

July

2

3,

20

14

an

d

sanct

ion

lett

ers

dat

ed

Sep

tem

ber

3

,

20

13

an

d

July

2,

201

4

Ter

m l

oan

and

ban

k

guar

ante

e

40

0 (

fund

bas

ed)

25

0 (

fund

bas

ed)

1,5

66

(n

on

fund

bas

ed)

31

8.8

7 (

fund

bas

ed)

As

on

Au

gust

3

1,

20

14

, o

ur

Co

mp

any

has

no

t d

raw

nd

ow

n

any

am

oun

t und

er

the

no

n f

und

bas

ed

faci

lity

Fu

nd

bas

ed –

bas

e

rate

+

2

.30

%

p.a

.wit

h

mo

nth

ly

rese

ts (

Sp

read

shal

l

be

rese

t af

ter

one

yea

r an

d

ever

y

yea

r d

uri

ng

the

tern

ure

o

f th

e

faci

liti

es)

(curr

entl

y

12

.55

%

p.a

)

No

n

fund

b

ased

–

Co

mm

issi

on

of

1.0

0%

p

ayab

le

on

quar

terl

y b

asis

Fu

nd

-bas

ed

lim

it

of

`

40

0

mil

lio

n

– R

epay

men

t

fro

m

the

thir

d

tran

che

in

12

eq

ual

mo

nth

ly

inst

all

men

ts

com

menci

ng

fro

m

the

mo

nth

o

f

dis

burs

em

ent

. T

he

last

tran

che

rep

aym

ent

wil

l b

e fi

xed

Fu

nd

-bas

ed l

imit

of

` 4

00

mil

lio

n

and

no

n

fund

-

bas

ed li

mit

o

f `

1,5

66

mil

lio

n

–

Fin

anci

ng

par

t o

f

the

yea

rly

up

fro

nt

paym

ent

to

be

mad

e to

HR

BC

; t

o m

eet

the

cost

o

f

up

gra

dat

ion

of

the

toll

coll

ecti

on

syst

em

; an

d

assu

rin

g

pay

ment

of

No

te 2

6

44

4

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

so

that

th

e

loan

is

rep

aid

bef

ore

end

o

f th

e

contr

act

per

iod

.

Fu

nd

-bas

ed

lim

it

of

`

25

0

mil

lio

n

– R

epay

men

t

in

48

uneq

ual

mo

nth

ly

inst

alm

ents

afte

r

mo

rato

riu

m

of

two

mo

nth

s,

to

be

red

uce

d

dep

end

ing

on

the

dat

e

of

dis

burs

em

ent

to

ensu

re

that

the

loan

is

rep

aid

bef

ore

th

e

exp

iry o

f th

e

contr

act

per

iod

.

No

n

fund

-

bas

ed

–

bal

ance

am

ou

nt

of

RT

BP

L’s

ob

ligat

ion

und

er

the

contr

act

to b

e

ente

red

in

to

by

RT

BP

L

wit

h

HR

BC

;

Fu

nd

-bas

ed l

imit

of

` 2

50

mil

lio

n

–

to

be

uti

lise

d

by

RT

BP

L

for

its

busi

nes

s

purp

ose

an

d

var

ious

toll

ing

/

OM

T

pro

ject

s

and

infr

astr

uct

ure

init

iati

ves

of

the

par

ent

com

pan

y

incl

ud

ing

bid

din

g a

ctiv

itie

s

44

5

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Ten

or

of

63

mo

nth

s fr

om

Sep

tem

ber

20

13

ti

ll

No

vem

ber

20

18

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

31

8.8

7 (

fun

d b

ase

d)

ME

P R

GS

L

IDB

I B

ank

Lim

ited

Lo

an a

gre

em

ent

dat

ed M

arch

28

,

20

14

an

d

sanct

ion

lett

ers

dat

ed M

arch

21

,

20

14

an

d

Mar

ch 2

7,

201

4

Rup

ee t

erm

lo

an

1

00

(fu

nd

bas

ed)

74

.00 (

fund

bas

ed)

Ben

chm

ark

pri

me

lend

ing

rate

p

lus

17

5 b

ps

(curr

entl

y

12

% p

er a

nnu

m)

Rep

aym

ent

in

33

uneq

ual

mo

nth

ly

inst

alm

ents

com

menci

ng

fro

m M

ay 1

,

20

14

Sec

uri

tiza

tio

n

of

toll

rec

eivab

les

No

te 2

7

Jankal

yan

Sah

akar

i B

ank

Lim

ited

Agre

em

ent

for

Lo

an

dat

ed

Feb

ruar

y

1,

20

14

an

d

sanct

ion

lett

er

dat

ed

Januar

y

23

, 20

14

Ter

m l

oan

1

90

(fu

nd

bas

ed)

18

6.5

8 (

fund

bas

ed)

12

.00

% p

.a.

Rep

aym

ent

in

33

uneq

ual

inst

alm

ents

com

menci

ng

fro

m

June

20

14

af

ter

a

mo

rato

riu

m

per

iod

o

f

thre

e m

onth

s

Fo

r p

aym

ent

of

secu

rity

d

epo

sit

and

up

fro

nt

char

ges

to

MS

RD

C

agai

nst

toll

co

llec

tio

n

rights

fo

r R

ajiv

Gan

dhi

sea

lin

k

pro

ject

No

te 2

8

Do

mb

ivli

Nag

ari

Sahak

ari

Ban

k L

imit

ed

Ter

m l

oan

1

50

(fu

nd

bas

ed)

12

9.6

7 (

fund

bas

ed)

12

.00

% a

t m

onth

ly

rese

ts

Rep

ayab

le i

n

uneq

ual

mo

nth

ly

inst

alm

ents

To

be

use

d

to

invest

fu

nd

s in

to

the

Co

mp

an

y b

y

way

of

No

te 2

9

44

6

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

Ter

m l

oan

agre

em

ent

dat

ed M

arch

22

,

20

14

and

sanct

ion l

ette

r

dat

ed M

arch

15

,

20

14

com

menci

ng

fro

m

June

20

14

un

secu

red

lo

ans

and

th

e sa

me

wil

l b

e use

d fo

r

pay

ment

of

secu

rity

d

epo

sit,

earn

est

mo

ney,

mar

gin

fo

r b

ank

guar

ante

e, e

tc.

in

var

ious

toll

pro

ject

s

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

39

0.2

5 (

fun

d b

ase

d)

RT

IPL

Ban

k o

f In

dia

Lo

an a

gre

em

ent

dat

ed J

uly

16

,

20

14

and

sanct

ion l

ette

r

dat

ed J

une

18

,

20

14

Ter

m l

oan

and

ban

k

guar

ante

e

26

0 (

fund

bas

ed)

22

0.8

0 (

no

n-f

und

bas

ed)

26

1.5

5 (

fund

bas

ed)

As

on

Au

gust

3

1,

20

14

, o

ur

Co

mp

any

has

no

t d

raw

nd

ow

n

any

am

oun

t und

er

the

no

n f

und

bas

ed

faci

lity

Fu

nd

bas

ed –

bas

e

rate

+ s

pre

ad o

f

23

0 b

ps

flo

atin

g

(curr

entl

y 1

2.5

0%

p.a

.)

No

n-f

und

bas

ed –

com

mis

sio

n o

f

1.0

0%

p.a

Fu

nd

b

ased

faci

lity

–

Rep

aym

ent

of

`

85

mil

lio

n

in

firs

t 2

1

mo

nth

s b

y

way

of

uneq

ual

mo

nth

ly

inst

alm

ents

afte

r in

itia

l

mo

rato

riu

m

of

1

mo

nth

out

of

the

surp

lus

gen

erat

ed

fro

m

reven

ue

and

rep

aym

ent

of

`

17

5

To f

und

the

cost

of

pro

ject

aw

ard

ed

by

MS

RD

C

No

te 3

0

44

7

Na

me

of

the

Len

der

an

d

do

cum

enta

tio

n

Na

ture

of

Lo

an

S

an

ctio

ned

am

ou

nt

(in

` m

illi

on

)

To

tal

ou

tsta

nd

ing

am

ou

nt

as

on

Au

gu

st 3

1,

20

14

(in

` m

illi

on

)(1)

Inte

rest

ra

te

Rep

ay

men

t

sch

edu

le

Pu

rpo

se

Det

ail

s o

f

the

Sec

uri

ty

mil

lio

n

i.e.

the

fund

ed

am

ou

nt

of

secu

rity

dep

osi

t at

the

end

o

f 3

0

mo

nth

s o

r o

n

rece

ipt

of

secu

rity

dep

osi

t fr

om

MS

RD

C,

wh

ichev

er

is

earl

ier

fro

m

the

dat

e o

f

firs

t

dra

wd

ow

n

No

n-f

und

bas

ed

faci

lity

– t

wo

yea

rs

To

tal

am

ou

nt

ou

tsta

nd

ing

as

on

Au

gu

st 3

1,

201

4

26

1.5

5 (

fun

d b

ase

d)

(1)

Incl

ud

es i

nte

rest

, li

qu

ida

ted

da

ma

ges

an

d o

ther

ch

arg

es b

ut

excl

ud

es i

nte

rest

accr

ued

bu

t no

t d

ue

as

on

Au

gu

st 3

1, 20

14

.

(2)

Incl

ud

es a

ba

nk

gu

ran

tee

am

oun

tin

g t

o `

493

.60

mil

lion

whic

h h

as

bee

n i

ssu

ed o

n b

eha

lf o

f a

Sub

sidia

ry a

nd

ban

k gu

ara

nte

e o

f `

486

.00

mil

lion

whic

h h

as

exp

ired

but

un

der

the

cla

im p

erio

d.

We

hav

e av

aile

d v

ehic

le l

oan

s, c

om

mer

cial

vehic

le l

oan

s an

d e

quip

ment

finance

lo

ans

fro

m c

erta

in l

end

ers.

As

on A

ug

ust

31

, 20

14

, th

e to

tal

outs

tand

ing

am

ou

nt

und

er o

ur

veh

icle

lo

ans,

co

mm

erci

al v

ehic

le l

oan

s an

d e

quip

ment

finance

lo

ans

was

` 4

5.9

9 m

illi

on,

` 7

.50

mil

lio

n a

nd

` 2

2.4

4 m

illi

on

, re

spec

tivel

y,

on a

conso

lid

ated

bas

is.

Co

rpo

rate

Act

ions:

Man

y o

f o

ur

financi

ng a

rran

gem

ents

enta

il v

ario

us

rest

rict

ive

cond

itio

ns

and

co

ven

ants

res

tric

tin

g c

erta

in c

orp

ora

te a

ctio

ns,

and

we

are

req

uir

ed t

o t

ake

the

pri

or

app

roval

of

the

lend

er b

efo

re c

arry

ing o

ut

such a

ctiv

itie

s.

44

8

Fo

r in

stance

, w

e ar

e re

quir

ed t

o i

nti

mate

to

the

lend

ers

in t

he f

oll

ow

ing i

nst

ance

s:

to a

lter

our

cap

ital

str

uct

ure

in

an

y m

anner

form

ula

te a

ny s

chem

e o

f am

algam

ati

on o

r re

const

ruct

ion;

dec

lare

or

pay

div

idend

fo

r an

y y

ear

exce

pt

ou

t o

f p

rofi

ts f

or

the

yea

r an

d a

fter

mee

tin

g t

he b

ank

’s o

bli

gat

ions;

crea

te a

ny f

urt

her

char

ge,

lie

n o

r en

cum

bra

nce

on h

yp

oth

ecate

d a

sset

s o

r an

y p

art

ther

eof;

und

erta

ke

any n

ew

pro

ject

s or

imp

lem

ent

any s

chem

e o

f ex

pan

sio

n o

r ac

quir

e fi

xed

ass

ets

exce

pt

tho

se i

nd

icat

ed i

n t

he f

und

s fl

ow

sta

tem

ent

sub

mit

ted

to t

he

ban

ks;

crea

te a

ny c

har

ge,

lie

n o

r en

cum

bra

nce

over

its

und

erta

kin

gs;

sell

s, a

ssig

n,

mo

rtgage

or

oth

erw

ise

dis

po

se o

ff a

ny o

f th

e fi

xed

ass

ets

char

ged

to

the

ban

ks.

In t

erm

s o

f th

e esc

row

agre

em

ents

ente

red

into

fo

r o

ur

pro

ject

s, t

he

pro

ceed

s fr

om

the

pro

ject

s ar

e d

epo

site

d i

n a

n e

scro

w a

cco

unt

and

are

uti

lise

d i

n a

man

ner

pre

scri

bed

in t

he

contr

acts

.

No

tes:

No

te 1

Per

sonal

guar

ante

es o

f D

att

atra

y P

. M

hai

skar

and

Jay

ant

D.

Mhai

skar

and

co

rpo

rate

guar

ante

e o

f IT

IPL

.

Fo

r th

e b

ank g

uar

ante

e -

Sec

uri

ty i

n t

he

form

of

10

.00

% c

ash m

argin

by w

ay o

f p

led

ge

of

term

dep

osi

ts o

f o

ur

Co

mp

any

wit

h t

he

ban

k.

Fo

r th

e o

ver

dra

ft f

acil

ity

- fi

rst

char

ge/

hyp

oth

ecat

ion/a

ssig

nm

ent

of

securi

ty i

nte

rest

in t

he e

scro

w a

cco

unt

of

the

pro

ject

.

No

te 2

Fir

st c

har

ge

/ h

yp

oth

ecat

ion /

ass

ign

ment

of

secu

rity

inte

rest

on t

he

escr

ow

acc

oun

t o

f o

ur

Co

mp

any t

hro

ugh w

hic

h t

he

cas

h f

low

of

the

pro

ject

wo

uld

be

route

d.

Per

sonal

guar

ante

es o

f D

att

atra

y P

. M

hai

skar

and

Jay

ant

D.

Mhai

skar

and

co

rpo

rate

guar

ante

e o

f IT

IPL

.

Ple

dge

of

50

0,0

00

eq

uit

y s

har

es o

f IR

B I

nfr

ast

ruct

ure

Dev

elo

per

s L

imit

ed h

eld

by D

atta

tray P

. M

hai

skar

.

Neg

ativ

e li

en o

n 2

,50

,000

eq

uit

y s

har

es o

f IR

B I

nfr

astr

uct

ure

Dev

elo

per

s L

imit

ed h

eld

by D

att

atra

y P

. M

hai

skar

and

Jayan

t D

. M

hai

skar

.

No

te 3

Fir

st c

har

ge

/ h

yp

oth

ecat

ion /

ass

ign

ment

of

secu

rity

inte

rest

on t

he

escr

ow

acc

oun

t o

f th

e b

orr

ow

er t

hro

ug

h w

hic

h t

he

cas

h f

low

of

the

pro

ject

wo

uld

be

route

d.

Per

sonal

guar

ante

es o

f D

att

atra

y P

. M

hai

skar

and

Jay

ant

D.

Mhai

skar

and

co

rpo

rate

guar

ante

e o

f IT

IPL

.

Ple

dge

of

50

0,0

00

eq

uit

y s

har

es o

f IR

B I

nfr

ast

ruct

ure

Dev

elo

per

s L

imit

ed h

eld

by D

atta

tray P

. M

hai

skar

.

Neg

ativ

e li

en o

n 2

,50

,000

eq

uit

y s

har

es o

f IR

B I

nfr

astr

uct

ure

Dev

elo

per

s L

imit

ed h

eld

by t

he D

atta

tray P

. M

hai

skar

and

Jay

ant

D.

Mhais

kar

.

44

9

No

te 4

Fir

st c

har

ge/

assi

gn

ment

of

all

the

rece

ivab

les/

revenues/

securi

ty i

nte

rest

on t

he

escr

ow

acc

ount;

Fir

st c

har

ge

over

all

the

acco

unts

of

our

Co

mp

an

y,

incl

ud

ing

the

escr

ow

acc

ount;

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

and

Dat

tatr

ay P

. M

hai

skar

; an

d

Co

rpo

rate

guar

ante

e o

f IT

IPL

Pro

mis

sory

no

te e

xec

ute

d b

y o

ur

Co

mp

any

No

te 5

Fir

st p

rio

rity

char

ge

on t

he

enti

re f

ixed

/curr

ent

asse

ts o

f o

ur

Co

mp

any w

hic

h a

re n

ot

excl

usi

vel

y c

har

ged

to

oth

er b

ank

s /

lend

ers.

Fir

st p

rio

rity

char

ge

by w

ay o

f h

yp

oth

ecat

ion o

n t

he

escr

ow

acc

ou

nt

op

ened

by o

ur

Co

mp

an

y w

ith t

he

lend

er t

hro

ug

h w

hic

h c

ash f

low

s o

f th

e p

roje

ct

wil

l b

e ro

ute

d;

Fir

st p

rio

rity

char

ge

by w

ay o

f h

yp

oth

ecat

ion o

n t

he

am

oun

ts m

ain

tain

ed i

n t

he

deb

t se

rvic

e r

eser

ve

acco

unt

of

our

Co

mp

any;

Fir

st p

rio

rity

char

ge

by w

ay o

f h

yp

oth

ecat

ion o

n a

ll t

he

mo

vab

le a

sset

s, p

rese

nt

and

futu

re;

Co

rpo

rate

guar

ante

e o

f IT

IPL

;

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

No

te 6

Fir

st a

nd

excl

usi

ve

char

ge

by w

ay o

f h

yp

oth

ecati

on

on t

he e

scro

w a

cco

unt

op

ened

by o

ur

Co

mp

any w

ith t

he

lend

er t

hro

ug

h w

hic

h c

ash f

low

s o

f th

e

pro

ject

wil

l b

e ro

ute

d;

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion o

n a

ll t

he

mo

vab

le a

sset

s, p

rese

nt

and

futu

re;

Fir

st a

nd

excl

usi

ve

char

ge

on r

ecei

vab

les

of

the

finance

pro

ject

;

Ple

dge

of

term

dep

osi

t re

ceip

t to

the

exte

nt

of

5.0

0%

of

the

ban

k g

uar

ante

e li

mit

;

Co

rpo

rate

guar

ante

e o

f IT

IPL

;

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

No

te 7

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

;

Co

rpo

rate

guar

ante

e o

f IT

IPL

;

Hyp

oth

ecat

ion /

ass

ign

ment

of

rece

ivab

les

bei

ng g

ener

ated

fro

m t

oll

co

llec

tio

n a

t P

aduna

toll

pla

za i

n R

ajas

than

and

Das

na

and

Gura

u t

oll

pla

zas

in

Utt

ar P

rad

esh a

war

ded

by N

HA

I an

d a

lso

rec

eivab

les

fro

m o

ther

to

ll c

oll

ecti

on c

entr

es,

pre

sent

and

futu

re,

sub

ject

to

char

ges

of

exis

tin

g l

end

ers;

and

Hyp

oth

ecat

ion o

f o

ther

mo

vab

le a

sset

s li

ke

toll

eq

uip

ment

and

per

form

ance

sec

uri

ty d

epo

sit

rece

ivab

le f

rom

NH

AI.

45

0

No

te 8

Ass

ign

ment

/ h

yp

oth

ecat

ion o

f re

ceiv

able

s to

be

gen

erat

ed

fro

m t

he

toll

co

llec

tio

n a

t K

atai

to

ll p

laza

and a

t G

ove

toll

pla

za o

n B

hiw

and

i K

alyan

Shil

phat

a H

igh

way e

ntr

ust

ed b

y M

SR

DC

fo

r a

per

iod o

f th

ree

yea

rs;

Co

rpo

rate

Guar

ante

e o

f IT

IPL

; an

d

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

.

No

te 9

Fir

st e

xclu

sive

char

ge

on e

scro

w a

cco

un

t sp

ecif

ical

ly m

ain

tain

ed f

or

mai

nte

nan

ce i

nco

me

/ re

ceiv

able

s fr

om

the

mai

nte

nan

ce c

ontr

act

bet

wee

n o

ur

Co

mp

any a

nd

MIP

L;

Fir

st m

ort

gage

char

ge

on a

ll o

f o

ur

Co

mp

any’s

mo

vab

le a

sset

s in

clud

ing

mo

vab

le p

lan

t an

d m

achin

ery,

insu

rance

co

ntr

acts

und

er t

he

loan

, curr

ent

asse

ts o

f o

ur

Co

mp

an

y a

nd

all

am

ou

nts

, b

enefi

ts,

clai

ms

and

dem

and

s o

f o

ur

Co

mp

an

y,

save

and

exce

pt

spec

ific

ally

charg

ed a

sset

s;

Fir

st m

ort

gag

e char

ge

on a

ll o

f o

ur

Co

mp

an

y’s

im

mo

vab

le p

rop

erty

, sa

ve

and

exce

pt

spec

ific

ally

char

ged

ass

ets;

Excl

usi

ve

char

ge

on t

he

spec

ific

acc

ou

nt

op

ened

to

ro

ute

the

pro

ceed

s o

f th

e re

pay

ment

inst

alm

ents

and

in

tere

st p

ayab

le b

y I

TIP

L t

o t

he

MIP

L i

n

rela

tio

n t

o t

he

loan

s ag

gre

gat

ing t

o `

37

5,0

0,0

0,0

00

und

er t

he

loan

agre

em

ent

dat

ed M

arch

15

, 2

013

;

Ple

dge

of

1.5

mil

lio

n s

har

es o

f IR

B I

nfr

astr

uctu

re D

evelo

per

s L

imit

ed h

eld

by I

TIP

L o

f w

hic

h 0

.5 m

illi

on s

har

es c

urr

entl

y p

led

ged

wit

h I

DB

I B

ank

Lim

ited

fo

r an

oth

er l

oan

fac

ilit

y a

re t

o b

e su

bse

quentl

y p

led

ged

aft

er M

arch

31

, 2

01

5 o

r fu

ll r

epaym

ent

of

the

faci

lity

, w

hic

hev

er i

s ea

rlie

r;

Ple

dge

of

49

.00

% p

aid

-up

cap

ital

of

ITIP

L;

No

n d

isp

osa

l u

nd

erta

kin

g o

f 3

0%

of

the

issu

ed,

pai

d u

p a

nd

vo

tin

g e

quit

y s

har

e ca

pit

al o

f o

ur

Co

mp

any,

wh

ich s

hal

l b

e co

nver

ted

in t

o p

led

ge

aft

er t

he

end

of

one

yea

r fr

om

the

dat

e o

f lo

an a

gre

em

ent,

at

the

op

tio

n o

f th

e le

nd

ers;

Fir

st c

har

ge

on o

ver

all

ban

k a

cco

unts

, in

clud

ing e

scro

w a

cco

unts

, o

pen

ed b

y M

HS

PL

;

Co

rpo

rate

Guar

ante

e o

f IT

IPL

; an

d

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

.

No

te 1

0

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion o

n t

he

enti

re m

ovab

le p

rop

erti

es o

f w

hat

soev

er n

ature

, b

oth

pre

sent

and

futu

re o

f M

IPL

.

Fir

st c

har

ge

on e

nti

re c

ash f

low

s, r

ecei

vab

les,

bo

ok d

ebts

an

d r

even

ues

of

MIP

L o

f w

hat

soev

er n

ature

, an

d w

her

ever

ari

sing,

bo

th p

rese

nt

and

futu

re.

Fir

st c

har

ge

on e

nti

re i

nta

ngib

le a

sset

s o

f M

IPL

incl

ud

ing g

oo

dw

ill

and

unca

lled

cap

ital

, b

oth

pre

sent

and

futu

re.

Fir

st c

har

ge

on t

he

deb

t se

rvic

e re

serv

e ac

count,

esc

row

acc

ount

of

the

pro

ject

and

an

y o

ther

res

erve

acco

unt

and

ban

k a

cco

un

t w

her

ever

mai

nta

ined

.

Ple

dge

of

shar

es h

eld

by o

ur

Co

mp

any a

nd

IT

IPL

in

dem

at f

orm

in t

he

equit

y s

har

e ca

pit

al o

f M

IPL

rep

rese

nti

ng 5

1.0

0%

of

the

tota

l p

aid u

p c

apit

al o

f

MIP

L.

Irre

vo

cab

le a

nd

unco

nd

itio

nal

jo

int

and

sev

eral

guar

ante

es o

f o

ur

Co

mp

any a

nd

IT

IPL

.

Fir

st c

har

ge

on a

ny a

nd

all

im

mo

vab

le p

rop

erti

es a

cquir

ed o

r to

be

acq

uir

ed b

y o

ur

Co

mp

an

y d

uri

ng t

he

term

of

the

facil

ity

.

45

1

No

te 1

1

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion o

n t

he

enti

re m

ovab

le p

rop

erti

es o

f w

hat

soev

er n

ature

, b

oth

pre

sent

and

futu

re,

of

MIP

L;

Fir

st c

har

ge

on e

nti

re c

ash f

low

s, r

ecei

vab

les,

bo

ok d

ebts

an

d r

even

ues

of

MIP

L,

of

wh

atso

ever

nat

ure

, an

d w

her

ever

ari

sin

g,

bo

th p

rese

nt

and

futu

re;

Fir

st c

har

ge

on e

nti

re i

nta

ngib

le a

sset

s o

f M

IPL

incl

ud

ing g

oo

dw

ill

and

unca

lled

cap

ital

, b

oth

pre

sent

and

futu

re;

Fir

st c

har

ge

on t

he

deb

t se

rvic

e re

serv

e ac

cou

nt

esc

row

acc

ount

of

the

MIP

L P

roje

ct a

nd

an

y o

ther

res

erve

acco

unt

and

ban

k a

cco

unt

wh

erev

er

mai

nta

ined

;

Ple

dge

of

shar

es h

eld

by o

ur

Co

mp

any a

nd

IT

IPL

in d

emat

fo

rm i

n t

he

equit

y s

har

e ca

pit

al o

f M

IPL

rep

rese

nti

ng 5

1.0

0%

of

the

tota

l p

aid u

p c

apit

al o

f

MIP

L;

Irre

vo

cab

le a

nd

unco

nd

itio

nal

jo

int

and

sev

eral

guar

ante

es o

f o

ur

Co

mp

any a

nd

IT

IPL

;

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion /

mo

rtgag

e /

assi

gn

men

t, a

s th

e ca

se m

ay b

e o

f -

(a)

all

the

rights

, ti

tle

inte

rest

, b

enef

its,

cla

ims

and

dem

and

s

wh

atso

ever

of

the

bo

rro

wer

in t

he

pro

ject

do

cum

ents

duly

ack

no

wle

dged

and

co

nse

nte

d t

o b

y t

he

rele

van

t co

unte

r-p

arti

es t

o s

uch

pro

ject

do

cum

ents

, al

l

as am

end

ed,

var

ied

o

r su

pp

lem

ente

d fr

om

ti

me

to ti

me;

(b)

sub

ject

to

ap

pli

cab

le la

w,

all

the

righ

ts,

titl

e in

tere

st,

ben

efit

s, cl

aim

s an

d d

em

an

ds

wh

atso

ever

of

the

bo

rro

wer

in

the

clea

rance

s, a

nd

(c)

all

the r

ights

, ti

tle,

inte

rest

, b

enefi

ts,

clai

ms

and

dem

and

s w

hat

soev

er o

f th

e b

orr

ow

er i

n a

ny l

ette

r

of

cred

it,

guar

ante

e, p

erfo

rmance

bo

nd

, co

rpora

te g

uar

ante

e,

ban

k g

uar

ante

e p

rovid

ed b

y a

ny p

arty

to

the

pro

ject

do

cum

ents

.

No

te 1

2

Sam

e as

No

te 1

1

No

te 1

3

Sam

e as

No

te 1

1

No

te 1

4

Sam

e as

No

te 1

1

No

te 1

5

Sec

ond

char

ge

by w

ay o

f h

yp

oth

ecat

ion o

n e

nti

re m

ovab

le p

rop

erti

es o

f w

hat

soev

er n

atu

re,

bo

th p

rese

nt

and

futu

re o

f M

IPL

, in

clud

ing m

ovab

le p

lant

and

mac

hin

ery,

mac

hin

ery s

par

es,

too

ls a

nd

acc

esso

ries

, fu

rnit

ure

, fi

xtu

res,

vehic

les

and

all

oth

er m

ovab

le p

rop

erti

es.

Sec

ond

char

ge

on e

nti

re c

ash f

low

s, r

ecei

vab

les,

bo

ok d

ebts

and

rev

enues

of

MIP

L o

f w

hats

oev

er n

ature

, b

oth

pre

sent

and

futu

re.

Sec

ond

char

ge

on e

nti

re i

nta

ngib

le a

sset

s o

f M

IPL

incl

ud

ing g

oo

dw

ill

and

unca

lled

cap

ital,

bo

th p

rese

nt

and

futu

re.

Fir

st c

har

ge

on t

he

deb

t se

rvic

e re

serv

e ac

cou

nt

(to

the

exte

nt

of

one

quar

ter

of

pri

ncip

al a

nd

in

tere

st p

aym

ent)

, and

sec

on

d c

har

ge o

n a

ny o

ther

res

erve

acco

unt

and

oth

er b

ank a

cco

unt

wh

erev

er m

ainta

ined

.

Sec

ond

char

ge

on t

he

tru

st a

nd

ret

enti

on a

cco

unt.

Irre

vo

cab

le a

nd

unco

nd

itio

nal

jo

int

and

sev

eral

co

rpo

rate

guar

ante

es o

f o

ur

Co

mp

any a

nd

IT

IPL

.

45

2

Irre

vo

cab

le a

nd

unco

nd

itio

nal

per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

.

No

te 1

6

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

;

Per

sonal

guar

ante

e o

f D

atta

tray P

. M

hai

skar

;

Co

rpo

rate

guar

ante

e o

f o

ur

Co

mp

an

y;

and

Co

rpo

rate

guar

ante

e o

f IT

IPL

.

No

te 1

7

Fir

st p

ari

pas

su c

har

ge

by w

ay o

f h

yp

oth

ecat

ion o

n a

ll c

urr

ent

asse

ts,

sto

cks

of

raw

mat

eria

ls,

sem

i-fi

nis

hed

and

fin

ished

go

od

s, c

onsu

mab

le s

tore

s,

bo

ok d

ebts

and

sp

ares

, et

c, b

oth

pre

sent

and

futu

re o

f M

EP

CB

.

An u

nco

nd

itio

nal

an

d ir

revo

cab

le co

rpo

rate

guar

ante

e fr

om

o

ur

Co

mp

any an

d u

nco

nd

itio

nal

and

ir

revo

cab

le p

erso

nal

g

uar

ante

e fr

om

Ja

yan

t D

.

Mhai

skar

.

Om

nib

us

coun

ter

guar

ante

e ex

ecute

d f

or

due

rep

aym

ent

of

all

mo

nie

s p

ayab

le.

Ple

dge

of

20

.00

% s

har

eho

ldin

g o

f M

EP

CB

hel

d b

y o

ur

Co

mp

an

y.

No

te 1

8

Fir

st m

ort

gag

e and

char

ge

on e

nti

re i

mm

ovab

le p

rop

erti

es o

f M

EP

CB

.

Fir

st p

ari

pas

su c

har

ge

by w

ay

of

hyp

oth

ecat

ion o

n e

nti

re m

ovab

le a

sset

s o

f M

EP

CB

, in

clu

din

g m

ovab

le p

lant

and

mac

hin

ery,

too

l, f

urn

iture

s, f

ixtu

res,

and

all

oth

er m

ovab

le a

sset

s, b

oth

pre

sent

and

fu

ture

, o

f M

EP

CB

.

Fir

st c

har

ge

on c

ash f

low

s an

d r

ecei

vab

les

incl

ud

ing a

ny r

even

ues

of

ME

P C

B,

pro

vid

ed t

he

sam

e s

hal

l o

nly

ari

se a

fter

pro

ceed

s o

n r

eali

zati

on t

her

eo

f

hav

e b

een r

ecei

ved

into

esc

row

acc

ou

nt

des

ignat

ed f

or

the

pro

ject

.

Fir

st c

har

ge

on a

ll i

nta

ngib

les

incl

ud

ing b

ut

no

t li

mit

ed t

o g

oo

dw

ill

and

unca

lled

cap

ital,

pre

sent

and

futu

re,

excl

ud

ing p

roje

ct a

sset

s and

char

ge

on

unca

lled

cap

ital

.

Fir

st c

har

ge

on e

scro

w a

cco

unt,

deb

t se

rvic

e re

serv

e ac

cou

nt,

oth

er r

eser

ves

and

ban

k a

cco

unts

of

ME

P C

B w

her

ever

main

tain

ed p

rovid

ed t

he

sam

e

shal

l o

nly

ari

se a

fter

pro

ceed

s o

f re

aliz

atio

n t

her

eof

have

bee

n r

ecei

ved

in

to E

scro

w A

cco

unt

des

ignat

ed f

or

the

pro

ject

.

Irre

vo

cab

le a

nd

unco

nd

itio

nal

co

rpo

rate

guar

ante

e fr

om

our

Co

mp

any

.

Ple

dge

of

20

.00

% s

har

eho

ldin

g o

f M

EP

CB

hel

d b

y o

ur

Co

mp

an

y.

Irre

vo

cab

le a

nd

unco

nd

itio

nal

Per

sonal

Guar

ante

e o

f Ja

yant

D.

Mhai

skar

.

No

te 1

9

Pro

mis

sory

no

te e

xec

ute

d b

y M

EP

Nag

zari

.

Excl

usi

ve

char

ge

on t

oll

rec

eivab

les

fro

m t

he

pro

ject

.

45

3

Excl

usi

ve

char

ge

on e

scro

w a

cco

unt

wh

ere

toll

co

llec

tio

n i

s d

epo

site

d.

Per

sonal

Guar

ante

es

of

Dat

tatr

ay P

. M

hai

skar

, S

ud

ha

D.

Mh

aisk

ar,

Jayan

t D

. M

hai

skar

an

d A

nu

ya

J. M

hai

skar

.

Co

rpo

rate

Guar

ante

e o

f o

ur

Co

mp

an

y.

No

te 2

0

Fir

st p

ari

pas

su c

har

ge

by w

ay

of

hyp

oth

ecat

ion o

n a

ll t

he

mo

vab

le a

sset

s o

f R

TR

PL

.

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion o

n c

ash f

low

s an

d r

ecei

vab

les

inclu

din

g r

even

ues

of

whate

ver

nat

ure

, p

rese

nt

and

futu

re,

wher

ever

ari

sing

pro

vid

ed t

hat

the

firs

t ch

arge

on s

uch r

ecei

vab

les

as a

re d

epo

site

d i

n t

he

esc

row

acc

ou

nt

shal

l ar

ise

only

aft

er t

he

app

rop

riat

ion t

her

eof

of

RT

RP

L.

Fir

st c

har

ge

on a

ll i

nta

ngib

les

incl

ud

ing b

ut

no

t li

mit

ed t

o g

oo

dw

ill

and

unca

lled

cap

ital

, p

rese

nt

and

futu

re.

Fir

st c

har

ge

on t

he

escr

ow

acc

ount,

deb

t se

rvic

e re

serv

e ac

count

and

an

y o

ther

res

erves

an

d o

ther

ban

k a

cco

un

ts o

f R

TR

PL

.

Co

llat

eral

sec

uri

ty –

fir

st p

ari

pas

su c

har

ge

on t

he

cash

flo

ws

and

rec

eivab

les

of

ME

P C

B i

ncl

ud

ing r

even

ues

of

wh

atev

er n

ature

pro

vid

ed t

hat

the f

irst

char

ge

on s

uch r

ecei

vab

les

as

are

dep

osi

ted

in t

he

Esc

row

Acc

ount

shal

l ar

ise

only

aft

er t

he

app

rop

riat

ion t

her

eof

the

am

ounts

as

per

the

escr

ow

agre

em

ent.

Ple

dge

on 3

0.0

0%

shar

es o

f R

TR

PL

.

Unco

nd

itio

nal

and

irr

evo

cab

le c

orp

ora

te g

uar

ante

e fr

om

our

Co

mp

any.

Irre

vo

cab

le p

erso

nal

guar

ante

e fr

om

. Ja

yan

t D

. M

hai

skar

.

Sec

ond

char

ge,

by w

ay o

f h

yp

oth

ecat

ion o

n c

ash f

low

s and

rec

eivab

les

of

ME

P R

GS

L i

nclu

din

g r

even

ues

of

wh

ate

ver

nat

ure

, p

rese

nt

and

futu

re

wh

erev

er a

risi

ng.

Und

erta

kin

g o

f M

EP

IDP

L t

hat

it w

ill

pro

vid

e in

tere

st f

ree

unse

cure

d l

oan

to

mee

t sh

ort

fall

in (

i) i

nte

rest

/deb

t se

rvic

ing o

f th

e lo

an,

and

(ii

) b

etw

een d

ebt

due

and

ter

min

atio

n p

aym

ents

rec

eived

fro

m N

HA

I in

cas

e o

f te

rmin

atio

n o

f co

nce

ssio

n a

gre

em

ent

for

any r

easo

n.

No

te 2

1

Fir

st p

ari

pas

su c

har

ge

by w

ay

of

hyp

oth

ecat

ion o

n a

ll t

he

mo

vab

le a

sset

s o

f R

TR

PL

.

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion o

n e

nti

re c

ash

flo

ws

and

rec

eivab

les

incl

ud

ing r

even

ues

of

wh

atever

nat

ure

, p

rese

nt

or

futu

re,

pro

vid

ed t

hat

the

firs

t char

ge

on s

uch r

ecei

vab

les

as a

re d

epo

site

d i

n t

he

escr

ow

acc

ou

nt

shal

l ar

ise

only

aft

er

the

app

ropri

atio

n t

her

eof

of

RT

RP

L.

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion o

n e

nti

re c

ash f

low

s an

d r

ecei

vab

les

of

ME

P H

B i

ncl

ud

ing r

even

ues

of

whate

ver

nat

ure

, p

rese

nt

or

futu

re,

pro

vid

ed t

hat

the

firs

t ch

arge

on s

uch r

ecei

vab

les

as a

re d

epo

site

d i

n t

he

esc

row

acc

ou

nt

shal

l ar

ise

only

aft

er t

he

app

rop

riat

ion t

her

eof

of

ME

P H

B.

Fir

st c

har

ge

on a

ll i

nta

ngib

les

incl

ud

ing b

ut

no

t li

mit

ed t

o g

oo

dw

ill

and

unca

lled

cap

ital

, p

rese

nt

and

futu

re;

Fir

st c

har

ge

on t

he

escr

ow

acc

ount,

deb

t se

rvic

e re

serv

e ac

count

and

an

y o

ther

res

erves

an

d o

ther

ban

k a

cco

un

ts o

f R

TR

PL

wher

ever

mai

nta

ined

Co

llat

eral

sec

uri

ty –

fir

st p

ari

pas

su c

har

ge

on t

he

cash

flo

ws

and

rec

eivab

les

of

ME

P C

B i

ncl

ud

ing r

even

ues

of

wh

atev

er n

ature

pro

vid

ed t

hat

the f

irst

char

ge

on s

uch r

ecei

vab

les

as

are

dep

osi

ted

in t

he

escr

ow

acco

unt

shal

l ar

ise

only

aft

er t

he a

pp

rop

riat

ion t

her

eof.

An u

nco

nd

itio

nal

and

irr

evo

cab

le c

orp

ora

te g

uar

ante

e fr

om

our

Co

mp

any.

Unco

nd

itio

nal

and

irr

evo

cab

le p

erso

nal

guar

ante

e fr

om

Jayant

D.

Mhai

skar

.

Ple

dge

on 3

0.0

0%

shar

es o

f R

TR

PL

.

45

4

Und

erta

kin

g o

f M

EP

IDP

L t

hat

it w

ill

pro

vid

e in

tere

st f

ree

unse

cure

d l

oan

to

mee

t sh

ort

fall

in (

i) i

nte

rest

/deb

t se

rvic

ing o

f th

e lo

an,

and

(ii

) b

etw

een d

ebt

due

and

ter

min

atio

n p

aym

ents

rec

eived

fro

m N

HA

I in

cas

e o

f te

rmin

atio

n o

f co

nce

ssio

n a

gre

em

ent

for

any r

easo

n.

No

te 2

2

Fir

st a

nd

excl

usi

ve

char

ge

by w

ay o

f as

sign

ment

of

agre

em

ent

wit

h N

HA

I fo

r to

ll c

oll

ecti

on r

ights

at

the

Hyd

erab

ad-B

angal

ore

pro

ject

;

Fir

st a

nd

excl

usi

ve

char

ge

by w

ay o

f h

yp

oth

ecat

ion o

n t

he

cash

flo

ws

of

ME

P H

B a

nd

rec

eivab

les

dep

osi

ted

and

at

all

tim

es l

yin

g i

n t

he

escr

ow

acc

ou

nt

afte

r m

eeti

ng p

rio

riti

es a

s p

rovid

ed i

n t

he

esc

row

agre

em

ent

and

co

nce

ssio

n a

gre

em

ent;

Fir

st a

nd

excl

usi

ve

char

ge

by w

ay o

f h

yp

oth

ecati

on o

n t

he

enti

re f

ixed

and

curr

ent

and

futu

re m

ovab

le a

sset

s o

f M

EP

HB

;

Sec

ond

char

ge

by w

ay o

f h

yp

oth

ecat

ion o

ver

the

cash

flo

ws

and

rec

eivab

les

dep

osi

ted

an

d l

yin

g a

t all

tim

es i

n t

he

esc

row

acc

ou

nt

of

RT

RP

L f

inan

ced

by t

he

Mad

ura

i K

an

yak

um

ari

Pro

ject

;

Fir

st a

nd

excl

usi

ve

char

ge

on t

he

mar

gin

in c

ase

of

the

no

n –

fu

nd

bas

ed f

acil

ity i

n t

he

form

of

term

dep

osi

ts t

o b

e re

tain

ed t

ill

the

faci

liti

es a

re r

epai

d i

n

full

;

Ple

dge

of

30

.00

% s

har

es o

fME

P H

B a

nd

IE

PL

;

Fir

st a

nd

excl

usi

ve

char

ge

by w

ay o

f m

ort

gag

e o

n i

mm

ovab

le r

esid

enti

al h

ouse

pro

per

ty o

wn

ed b

y D

atta

tray P

. M

hai

skar,

Sud

ha

D.

Mhai

skar

, Ja

yant

D.

Mhai

skar

and

Anu

ya

J. M

hai

skar

;

Per

sonal

guar

ante

e o

f A

nu

ya

J. M

hai

skar

;

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

; an

d

Co

rpo

rate

guar

ante

e o

f o

ur

Co

mp

an

y.

No

te 2

3

Pro

mis

sory

no

te e

xec

ute

d b

y M

EP

So

lap

ur.

Char

ge

on t

oll

rec

eivab

les

fro

m t

he

pro

ject

.

Excl

usi

ve

char

ge

on e

scro

w a

cco

unt

wh

ere

toll

co

llec

tio

n i

s d

epo

site

d

Per

sonal

Guar

ante

es

of

Dat

tatr

ay P

. M

hai

skar

, S

ud

ha

D.

Mh

aisk

ar,

Jayan

t D

. M

hai

skar

an

d A

nu

ya

J. M

hai

skar

; an

d

Co

rpo

rate

Guar

ante

e o

f o

ur

Co

mp

an

y.

No

te 2

4

Fir

st a

nd

excl

usi

ve

char

ge/a

ssig

nm

ent

of

all

reven

ues

and

rec

eivab

les

of

BT

PL

.

Mo

rtgag

e o

f le

ase

ho

ld r

ights

over

pro

per

ty s

ituat

ed i

n J

alo

chi

vil

lage.

Fir

st a

nd

excl

usi

ve

char

ge

on e

scro

w a

cco

unt.

Fir

st a

nd

excl

usi

ve

char

ge

on a

ll m

ovab

le a

nd

im

mo

vab

le a

sset

s in

clud

ing r

ecei

vab

les,

pre

sent

and

futu

re o

f B

TP

L.

Ass

ign

ment

of

all

rig

hts

tit

le a

nd

inte

rest

of

BT

PL

fro

m a

ll c

ontr

acts

, in

sura

nce

s, l

icen

ses

und

er t

he

pro

ject

an a

ll p

roje

ct d

ocu

men

ts,

whic

h B

TP

L i

s a

par

ty t

o.

Fir

st a

nd

excl

usi

ve

char

ge

on a

ll r

igh

ts,

titl

e and

inte

rest

of

BT

PL

in a

ny l

ette

r o

f cr

edit

, g

uar

ante

e, p

erfo

rmance

bo

nd

, p

rovid

ed u

nd

er t

he

pro

ject

.

45

5

Irre

vo

cab

le a

nd

unco

nd

itio

nal

co

rpo

rate

guar

ante

e fr

om

our

Co

mp

any a

nd

RT

PL

.

Ple

dge

of

equit

y s

har

es h

eld

by o

ur

Co

mp

an

y a

nd

RT

PL

ag

gre

gat

ing 3

0.0

0%

unti

l curr

ency o

f th

e lo

an.

Fir

st a

nd

excl

usi

ve c

har

ge

on a

ll i

nta

ngib

le a

sset

s (o

ther

than p

roje

ct a

sset

s) i

ncl

ud

ing b

ut

no

t li

mit

ed t

o g

oo

dw

ill,

inte

llec

tual

pro

per

ty r

igh

ts,

unca

lled

cap

ital

and

pro

per

ty r

ights

of

the

pro

ject

co

mp

an

y

The

sub

stit

uti

on a

gre

em

ent

shal

l b

e ex

ecute

d w

ithin

90

day

s o

f ex

ecu

tio

n o

f fa

cili

ty d

ocu

men

ts.

No

te 2

5

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion o

n e

nti

re m

ovab

le p

rop

erti

es o

f w

hat

soev

er n

ature

, b

oth

pre

sent

and

futu

re o

f R

VP

L.

Fir

st c

har

ge

on e

nti

re c

ash f

low

s, r

ecei

vab

les,

bo

ok d

ebts

an

d r

even

ues

of

RV

PL

of

wh

atso

ever

nat

ure

, b

oth

pre

sent

and

futu

re.

Fir

st c

har

ge

on e

nti

re i

nta

ngib

le a

sset

s o

f R

VP

L i

ncl

ud

ing b

ut

no

t li

mit

ed t

o g

oo

dw

ill

and

unca

lled

cap

ital

, b

oth

pre

sent

and

futu

re.

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion/m

ort

gage/

assi

gn

men

t o

f al

l ri

ghts

, ti

tle,

inte

rest

, b

en

efit

s, c

laim

s an

d d

em

and

s o

f R

VP

L i

n t

he

pro

ject

.

Fir

st c

har

ge

on t

he

trust

, re

tenti

on a

cco

unt/

escr

ow

acc

oun

t, d

ebt

serv

ice

rese

rve,

an

y o

ther

res

erve

and

oth

er a

nk a

cco

unts

, w

her

ever

main

tain

ed.

Ple

dge

of

shar

es h

eld

by o

ur

Co

mp

any a

nd

IT

IPL

in d

em

at f

orm

in t

he

equ

ity s

har

e ca

pit

al o

f R

VP

L r

epre

sen

tin

g 5

1.0

0%

of

the

tota

l p

aid

up

cap

ital

of

RV

PL

.

Irre

vo

cab

le a

nd

unco

nd

itio

nal

jo

int

and

sev

eral

guar

ante

e o

f o

ur

Co

mp

any a

nd

IT

IPL

.

Und

erta

kin

g f

rom

our

Co

mp

an

y a

nd

IT

IPL

fo

r no

n-d

isp

osa

l o

f sh

ares

wo

rth `

1

50

mil

lio

n h

eld

by I

TIP

L i

n I

RB

Infr

astr

uct

ure

Dev

elo

per

s L

imit

ed

wh

ich w

ill

be

rele

ased

on a

chie

vem

ent

of

toll

rev

enue

of

` 5

21

mil

lio

n f

rom

the

pro

ject

wit

hin

one

yea

r fr

om

the

dat

e o

f fi

rst

dis

burs

em

ent.

No

te 2

6

Fir

st c

har

ge

by w

ay o

f as

sig

nm

ent

of

the c

ontr

act

wit

h H

RB

C f

or

toll

co

llec

tio

n r

ights

of

the

pro

ject

;

Fir

st c

har

ge

by w

ay o

f h

yp

oth

ecat

ion o

n a

ll o

f R

TB

PL

’s c

ash f

low

s an

d r

ecei

vab

les

dep

osi

ted

and

lyin

g i

n t

he

escr

ow

acc

ount

mai

nta

ined

in r

elat

ion t

o

the

pro

ject

;

Fir

st c

har

ge

by w

ay o

f h

yp

oth

eca

tio

n o

n a

ll t

he

curr

ent

and

futu

re m

ovab

le a

sset

s o

f R

TB

PL

;

Fir

st c

har

ge

by w

ay o

f m

argin

in c

ase

of

no

n f

und

fac

ilit

y i

n t

he

form

of

term

dep

osi

ts;

Co

rpo

rate

guar

ante

e o

f o

ur

Co

mp

an

y;

and

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

.

No

te 2

7

Fir

st p

ari-

pas

su c

har

ge

by w

ay

of

assi

gn

ment

/ h

yp

oth

ecati

on

on e

nti

re c

ash f

low

s, t

oll

co

llec

tio

ns,

rev

enue

/ re

ceiv

able

fro

m t

he R

GS

L P

roje

ct;

Fir

st p

ari-

pas

su c

har

ge

by w

ay

of

hyp

oth

ecat

ion o

n e

nti

re m

ovab

le a

sset

s o

f M

EP

RG

SL

, b

oth

pre

sent

and

futu

re;

Ass

ign

ment

of

toll

rig

hts

;

Per

sonal

guar

ante

e o

f Ja

yan

t D

. M

hai

skar

;

Per

sonal

guar

ante

e o

f A

nu

ya

J. M

hai

skar

; an

d

Co

rpo

rate

guar

ante

e o

f o

ur

Co

mp

an

y.

45

6

No

te 2

8

Fir

st c

har

ge

by w

ay o

f es

cro

w o

n e

nti

re c

ash f

low

s, t

oll

co

llec

tio

ns

and

rev

enue

/ re

ceiv

able

s o

f th

e R

GS

L P

roje

ct;

Irre

vo

cab

le a

nd

unco

nd

itio

nal

co

rpo

rate

guar

ante

e fr

om

our

Co

mp

any;

Irre

vo

cab

le a

nd

unco

nd

itio

nal

per

sonal

guar

ante

e fr

om

Dat

tatr

ay P

. M

hai

skar

, Ja

yant

D.

Mhai

skar

and

Anu

ya

Mhais

kar

.

No

te 2

9

Pro

mis

ory

no

te e

xec

ute

d b

y M

EP

RG

SL

;

Par

i p

assu

char

ge

/ ass

ign

ment

on t

oll

rec

eivab

les

fro

m t

he

RG

SL

Pro

ject

and

on t

he

escr

ow

acc

ou

nt

hw

ere

the

toll

rec

eivab

les

wil

l b

e d

epo

site

d i

n

favo

ur

of

the

bank;

Irre

vo

cab

le a

nd

unco

nd

itio

nal

co

rpo

rate

guar

ante

e fr

om

our

Co

mp

any;

and

Irre

vo

cab

le a

nd

unco

nd

itio

nal

per

son

al g

uar

ante

e fr

om

Dat

tatr

ay P

. M

hai

skar

, Ja

yant

D.

Mhai

skar

and

Anu

ya

Mhais

kar

.

No

te 3

0

Fir

st c

har

ge

by w

ay o

f es

cro

w o

n t

he

enti

re c

ash f

low

s, t

oll

co

llec

tio

n r

evenues

fro

m t

he

Kin

i-T

asaw

ade

pro

ject

;

Fir

st c

har

ge

on t

he

rece

ivab

les

fro

m t

he

Kin

i-T

asaw

ade

pro

ject

;

Ple

dge

of

term

dep

osi

t re

ceip

t to

the

exte

nt

of

5.0

0%

of

the

ban

k g

uar

ante

e li

mit

;

Co

rpo

rate

guar

ante

e o

f o

ur

Co

mp

an

y;

and

Per

sonal

guar

ante

e o

f Ja

yant

D.

Mhai

skar

.

457

SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, (i) there are no winding up petitions, no outstanding litigation, suits, criminal or

civil prosecutions, statutory or legal proceedings including those for economic offences, tax liabilities, show

cause notices or legal notices pending against our Company, Subsidiaries, Directors, Promoters and Group

Companies or against any other company whose outcome could have a materially adverse effect on the

business, operations or financial position of our Company, and (ii) there are no defaults including non-payment

or overdue of statutory dues, overdues to banks or financial institutions, defaults against banks or financial

institutions or rollover or rescheduling of loans or any other liability, defaults in dues payable to holders of any

debenture, bonds and fixed deposits or arrears on cumulative preference shares issued by our Company,

Promoters and Group Companies, defaults in creation of full security as per the terms of issue/other liabilities,

proceedings initiated for economic, civil or any other offences (including past cases where penalties may or may

not have been awarded and irrespective of whether they are specified under paragraph (a) of Part I of Schedule

V of the Companies Act, 2013) other than unclaimed liabilities of our Company except as stated below, and (iii)

no disciplinary action has been taken by SEBI or any stock exchange against our Company, Subsidiaries,

Directors, Promoters and Group Companies. All terms defined in a particular litigation are for that particular

litigation only.

I. Litigation involving our Company

Litigation against our Company

Public Interest Litigation

1. Baburao Hari Palkar (the “Petitioner”) has filed a public interest litigation before the High Court of Bombay

on April 10, 2014 against NHAI and others, including our Company, in connection with fatal accidents that

have taken place on the National Highway no. 4B alleging, inter alia, that fatal accidents occur on the said

highway due to (i) lack of maintenance of the intersection; (ii) lack of safety planning on the highways; (iii)

various illegal entries / exits / u-turns on the National Highway no. 4B; and (iv) no ambulance service or

emergency number available in case of accidents on the highway. The Petitioner has prayed, inter alia, that

NHAI be directed to close all illegal entries / exits / u-turns on the National Highway no. 4B, NHAI and any

other respondent be directed to set up fencing on both sides of the highway and put rumbling speed breakers

and that NHAI and any other respondent be directed to set up an ambulance service along with a patrolling

vehicle on both sides of the highway. The matter is currently pending.

2. Shriniwas Anant Ghanekar (the “Petitioner”) has filed a public interest litigation before the High Court of

Bombay on February 7, 2012 against the State of Maharashtra, Principal Secretary, Public Works

Department, MSRDC, and others (being ITIPL, our Company, MIPL, Ideal Road Builders (India) Private

Limited, Aryan Toll Road Private Limited, Thane Ghodbunder Toll Road Private Limited and Plus

BKSP Toll Limited (the “Other Respondents”). The Petitioner has challenged the acts of the State of

Maharashtra, of entering into agreements, and extensions thereof, through MSRDC, for collection of toll

and issuing notifications for collection of toll at various toll points, including the Mumbai Entry Points

Project. The Petitioner has alleged that execution of the agreements between MSRDC and the Other

Respondents for collection of toll was done in an arbitrary manner resulting in unjust profits to the Other

Respondents and extra burden of toll upon the general public. The Petitioner has also claimed that rates

settled for collection of toll was without considering the correct ratio of minimum yearly growth of

traffic and that excess toll has been collected by the Other Respondents. The Petitioner has sought, inter-

alia, that an enquiry be initiated into the illegalities and irregularities committed by MSRDC in entering

into contract agreements for collection of toll. The Petitioner has further prayed that the Other

Respondents be directed to return the excess amount of toll collected to the State of Maharashtra.

MSRDC has filed an affidavit in reply stating that it has power to levy and recover toll and has

accordingly appointed the Other Respondents as toll collection contractors in respect of various projects

through competitive bidding process. ITIPL, our Company and MIPL have also filed affidavit in reply

stating that toll is being collected on the basis of the notifications issued by the State of Maharashtra. It

has further been stated that the the State of Maharashtra has awarded the contracts through a competitive

bidding process and after floating tenders. ITIPL, our Company and MIPL have submitted that no excess

toll has been collected and that there are no irregularities in entering into the contracts for collection of

toll. The matter is currently pending.

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Civil Proceedings

Rakeshbhai Champaklal Soni (the “Complainant”) has filed a compensation application before the Workmen

Compensation Commissioner, Ahmedabad against our Company, NHAI and others (the “Respondents”) under

the provisions of the Workmen’s Compensation Act, 1923. The Complainant is claiming ` 0.61 million along

with interest from our Company in relation to the permanent disability sustained by the Complainant as a result

of an accident suffered by the Complainant at work. The matter is currently pending.

Income tax

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle

36, Mumbai (the “Petitioners”) have filed a writ petition before the High Court of Bombay against the

Settlement Commission, Additional Bench-II and our Company, MIPL, BTPL, RVPL, A.J. Tolls, Jayant D.

Mhaiskar and Dattatray P. Mhaiskar challenging the orders dated October 4, 2012; November 20, 2012 and July

9, 2013 passed by the Settlement Commission under sections 245D(1), 245D(2C) and 245D(4), respectively, of

the Income Tax Act, 1961. The order dated July 9, 2013 was passed pursuant to a settlement application dated

September 27, 2012 made by our Company (the “Settlement Application”) in relation to assesment years 2006-

2007 to 2012-2013. On July 21, 2007, a search under section 132(1) of the Income Tax Act, 1961 was carried

out on the business premises of our Company, MIPL, BTPL, RVPL, A.J. Tolls, Jayant D. Mhaiskar and

Dattatray P. Mhaiskar by the income tax department where certain documents were found and seized, pursuant

to which the Settlement Application was made by our Company, MIPL, BTPL, RVPL, A.J. Tolls, Jayant D.

Mhaiskar and Dattatray P. Mhaiskar for settlement of income. The writ petition has been filed on the grounds,

inter alia, that (a) the settlement application did not contain true and adequate disclosure of income which was

not taken into account by the Settlement Commission while passing the impugned orders; (b) the Settlement

Commission accepted disclosure on account of unrecorded expenditure on the basis of expense vouchers instead

of income from unaccounted toll receipts; and (c) the losses claimed in the application filed before the

Settlement Commission were not authentic and the Income Tax Department was not given an opportunity to

further investigate and examine the claims, thereby precluding a true and full investgation of the disclosure of

income. Based on the aforementioned, the Petitioners have sought quashing of the Settlement Commision

Orders. The matter is currently pending for admission.

Service Tax

The Commissioner of Service Tax, Mumbai – II has filed an appeal before the Customs, Excise and Service Tax

Appellate Tribunal, Mumbai against the order dated February 27, 2013 passed by the Commissioner of Service

Tax, Mumbai – II (the “Order”). The Order was in relation to a show cause cum demand notice dated October

23, 2012 (the “SCN”) issued by the Office of Commissioner of Service Tax, Mumbai- II to our Company stating

that the collection of toll undertaken by our Company pursuant to contracts with MSRDC and NHAI was a

taxable service falling under the category of ‘Business Auxiliary Services’. In the SCN, our Company was

required to show cause as to why service tax amounting to ` 817.12 million should not be demanded and

recovered from our Company and why penalty and appropriate interest should not be imposed on our Company

in terms of the Finance Act, 1994. The Commissioner of Service Tax, Mumbai – II, in the Order (which has

been appealed against), had held that the demand of service tax in the SCN on the ground that our Company had

provided ‘Business Auxiliary Service’ is not sustainable as our Company has acquired toll collection rights. Our

Company has filed a cross objection dated September 3, 2013 to the appeal filed by the Commissioner of

Service Tax, Mumbai – II against the Order. The matter is currently pending.

Notices

Service Tax

1. Our Company received a letter dated April 5, 2013 from the Central Board of Excise and Customs, Pune

directing our Company to provide certain documents including: (a) the ledger accounts of our Company

and group companies with MSRDC, NHAI, RIDCOR and RSRDC; (b) copy of contracts entered by our

Company and group companies with MSRDC, NHAI, RIDCOR and RSRDC; and (c) consolidated chart

indicating payment received by our Company and group companies from MSRDC, NHAI, RIDCOR and

RSRDC from 2008-2009 till 2012-2013. Our Company submitted a reply dated April 15, 2013 stating

that none of its revenue streams were liable for service tax and thus no information was required to be

furnished. Thereafter, the Central Board of Excise and Customs, Pune issued two more letters dated May

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3, 2013 and July 11, 2013 directing our Company provide the said information. Our Company submitted

a reply dated August 1, 2013 stating that the proceedings in relation to service tax for the period from

Fiscal 2008 to Fiscal 2012 were pending in appeal before the Customs, Excise and Service Tax Appellate

Tribunal, Mumbai and the Assistant Commissioner of Service Tax, Division – V, Mumbai had initiated

an investigation in relation to the service tax for Fiscal 2013 and requesting the Central Board of Excise

and Customs, Pune to transfer the investigation proceedings to Assistant Commissioner of Service Tax,

Division – V, Mumbai. The Central Board of Excise and Customs, Pune rejected our request pursuant to

letter dated August 16, 2013. Our Company has furnished the requisite information and we have not

received any further communication from the Central Board of Excise and Customs in this regard.

2. The Assistant Commissioner of Service Tax, Division V, Belapur, Mumbai – II has issued a show cause

cum demand notice (the “Notice”) dated July 26, 2013 to our Company seeking details of toll collection

for the financial year 2012-2013, service tax payable, service tax paid and the differential service tax

liability, along with the balance sheet for the period April 2012 to March 2013. Our Company has

submitted its reply on August 12, 2013 stating that the activity of toll collection is not subject to service

tax and has submitted the information sought in the Notice. Our Company has received no further

communication from the Assistant Commissioner of Service Tax.

3. The Superintendent (Anti-Evasion), Ghaziabad had issued a summons dated August 20, 2014 to an

employee of our Company working as the general manager at the Dasna Toll Plaza in relation to an

enquiry under provisions relating to service tax under the Finance Act, 1994 read with the Central Excise

Act, 1944 against BSR Highway Solutions requesting us to provide certain information. The concerned

general manager appeared before the Superintendent and his statement was recorded. The Office of the

Commissioner of Central Excise, Ghaziabad has issued a summons notice dated September 3, 2014 (the

“Summons”) to our Company serving summons on our Company under section 14 of the Central Excise

Act, 1944, to give evidence in relation to an enquiry under the Central Excise Act, 1944. Our Company

has submitted a reply dated September 9, 2014 to the Superintendent (Anti-Evasion), Ghaziabad

requesting the investigation proceedings to be transferred to the Service Tax Commissionerate viz.,

Commissionerate of Service tax, Mumbai – II. Our Company has not received any further

communication from the Commissioner of Central Excise, Ghaziabad.

4. Our Company has received a notices dated May 27, 2014 and July 16, 2014 issued by the Central Excise

Commissionerate, Jaipur seeking information regarding the toll plaza at the Hanumangarh – Ratangarh

stretch including, inter alia, balance sheets, copies of contracts with RIDCOR, month-wise details of toll

collected, and month-wise details of commission received. Our Company has, vide letter dated July 16,

2014 replied to the notices and explained that the documents were submitted to the Additional Director,

Directorate General of Central Excise Intelligence and the Commissioner of Service Tax, Mumbai – II.

5. Our Company has received a notice dated February 18, 2014 from the Office of the Assistant

Commissioner of Central Excise and Customs seeking information as to whether our Company is

registered under with the service tax department and is paying service tax on the toll collected at the

Degaon toll plaza at on the Solapur – Mangalvedha road. Our Company has submitted a reply dated

March 26, 2014 stating that our Company has submitted the relevant information to the Commissioner of

Income Tax, Mumbai and the Assistant Commissioner of Income Tax, Belapur, Navi Mumbai. Our

Company has not received any further communication from the Assistant Commissioner of Central

Excise and Customs.

Income Tax

Our Company has received nine intimations under section 200A of the Income Tax Act, 1961 in relation to

mismatch in the TDS filings made by our Company for the financial years 2011-2012, 2012-2013 and 2013-

2014. Our Company has been directed to pay an amount aggregating to ` 1,110,280 for the mismatch in the tax

deducted at source. Our Company is in the process of revising the TDS return filings to correct the mismatch.

Past Penalties

Nil

Inquiries, inspections or investigations under Companies Act

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Nil

Material Frauds

Nil

II. Litigation involving our Subsidiaries

A. MIPL

Litigation against MIPL

Public interest litigation

Shriniwas Anant Ghanekar (the “Petitioner”) has filed a public interest litigation before the Bombay High

Court against certain parties including MIPL. For details, see “– Litigation involving our Company – Litigation

against our Company – Public interest litigation” on page 457.

Civil Proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle

36, Mumbai (the “Petitioners”) have filed a writ petition before the High Court of Bombay against certain

parties including MIPL. For details, see “– Litigation involving our Company – Litigation against our Company

– Civil Proceedings” on page 458.

Notices

Income tax

MIPL has received nine intimations under section 200A of the Income Tax Act, 1961 in relation to mismatch in

the TDS filings of MIPL for the financial years 2012-2013, 2013-2014 and 2014-2015. MIPL has been directed

to pay an amount aggregating to ` 751,120 for the mismatch in the tax deducted at source. MIPL is in the

process of revising the TDS return filings to correct the mismatch.

Defaults in Payment of Loans to Banks and Financial Institutions

MIPL has an aggregate outstanding overdue amount of ` 524.49 million to be paid to its lenders.

B. RTRPL

Litigation against RTRPL

Civil Proceedings

1. R. Murali and T.S.R. Venkatramana have filed two writ petitions before the Madurai Bench of the

Madras High Court against NHAI and others, including RTRPL seeking an injunction on collection of

toll for vehicles going to National Highway no. 208 from National Highway no. 7, where the Kappalur

toll plaza for the Madurai Kanyakumari Project is located. The Madurai Bench of the Madras High Court

passed an interim injunction on the collection of toll at the Kappalur toll plaza and collection of toll on

the vehicles travelling to Thirumangalam and beyond, through its orders dated October 31, 2012 and

November 22, 2012, respectively (the “High Court Injunction”). RTRPL approached NHAI for

confirming applicability of the High Court Injunction to collection of toll at the Kappalur toll plaza

forming part of the Madurai – Kanyakumari Project. NHAI confirmed the applicability of the High Court

Injunction to the collection of toll at Kappalur toll plaza and asked RTRPL vid eletter dated October 19,

2013 to (i) continue paying the monthly remittance of concession fee to NHAI; and (ii) submit the

suitable claims for the loss of revenue due to the aforesaid orders of the Madurai Bench of the Madras

High Court. The Madras High Court through its order dated July 3, 2014 restrained the collection of toll

at the Kappalur toll plaza from vehicles taking the route through the National Highway no. 208 and

directed the NHAI to shift the location of the two toll plazas such that behicles taking the route through

the National Highway no. 208 do not have to pay toll. Pursuant to a special leave petition filed by NHAI

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against the aforementioned order, the Supreme Court has granted stay through an order dated August 8,

2014. The matter is currently pending.

2. Virudhnagar District Bus Owner’s Association has filed a writ petition dated March 12, 2014 against

Union of India, NHAI and RTRPL before the High Court of Madras in relation to the government

notification dated August 26, 2013 issued in respect of our Madurai Kanyakumari Project in Tamil Nadu

alleging, inter alia, that (i) the impugned notificaation is illegal under provisions of the National

Highways Act, 1988 (the “NH Act”) and the rules made htereunder; (ii) NHAI has no jurisdiction to

enter into an OMT contract with RTRPL under the provisions of the NH Act empowering RTRPL to

operate, maintain and collect toll at the Madurai – Kanyakumari section; (iii) the central government can

enter into a contract for collection of toll only under the notifications under which the Madurai –

Kanyakumari section was notified as a public funded project and the impugned notification which

superseded those notifications was contrary to the provisions of the NH Act. Virudhnagar District Bus

Owner’s Association has prayed, inter alia, that the notification dated August 26, 2013 be quashed so as

to prevent member of the Virudhnagar District Bus Owner’s Association from irreparable loss and

financial prejudice. This matter is currently pending.

3. Jayakrishna Flour Mill has filed a writ petition dated March 26, 2014 against the Government of India,

NHAI, RTRPL and the Regional Transport Authority, Madurai, before the High Court of Madras in

relation to the collection of toll at the Kappalur toll plaza forming part of our Madurai Kanyakumari

Project, alleging, inter alia, that (i) the railway wagons transporting raw material for the Jayakrishna

Flour Mill, which is 500 metres away from the Kappalur toll plaza, do not use any part of the National

Highway for the transport but only the service road and RTRPL’s the levy of toll on such vehicles at the

Kappalur toll plaza is illegal; (ii) and seizure of documents and vehicles upon non-payment of toll is

against the provisions of the NH Act and the rules made thereunder; and (iii) the location of the Kappalur

toll plaza is against the rules made under the NH Act. Jayakrishna Flour Mill has prayed, inter alia, that

(i) the High Court of Madras pass an interim injunction restraining RTRPL from collecting toll formt he

vehicles used to tranport raw material to the factory located near the Kappalur toll plaza; and (ii) the

Government of India and NHAI be directed to exempt Jayakrishna Flour Mill and its hired vehicles from

paying toll on the National Highway no. 208 at the Kappalur toll plaza. The matter is currently pending.

Notices

Income Tax

RTRPL has received two intimations under section 200A of the Income Tax Act, 1961 in relation to mismatch

in the TDS filings of RTRPL for the financial year 2013-2014. RTRPL has been directed to pay an amount

aggregating to ` 92,630 for the financial year 2013-2014 for the mismatch in the tax deducted at source. RTRPL

is in the process of revising the TDS return filings to correct the mismatch.

C. MEP HB

Litigation against MEP HB

Outstanding Payments of Statutory Dues

MEP HB has an outstanding due of ` 921,268. MEP HB has been unable to make this payment as a result of

technical issues with the online payment.

D. RTPL

Litigation against RTPL

Notices

Service tax

RTPL received a notice dated March 5, 2014 from the Directorate General of Central Excise Intelligence, Pune

(the “DGCEI”) in relation to an ongoing service tax inquiry against our Company and its group companies,

seeking certain information / documents including, inter alia, copies of contracts between RTPL and

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governmental authorities, payments made by RTPL under the contracts, and annual reports of RTPL. For details

see “– Litigation involving our Company – Litigation against our Company – Service Tax” on page 458. RTPL

has, vide letter dated July 8, 2014 sought transfer of the investigation to the Commissioner of Service Tax,

Mumbai – II and also replied to the query raised. RTPL has not received any further communication from the

DGCEI in this regard.

Income Tax

RTPL has received one intimation under section 200A of the Income Tax Act, 1961 in relation to mismatch in

the TDS filings of RTPL for the financial year 2013-2014. RTPL has been directed to pay an amount

aggregating to ` 109,080 for the mismatch in the tax deducted at source. RTPL is in the process of revising the

TDS return filings to correct the mismatch.

E. RVPL

Litigation against RVPL

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle

36, Mumbai (the “Petitioners”) have filed a writ petition before the High Court of Bombay against certain

parties including RVPL. For details, see “– Litigation involving our Company – Litigation against our Company

– Civil Proceedings” on page 458.

Notices

Service tax

RVPL received a notice dated March 5, 2014 from the Directorate General of Central Excise Intelligence

(“DGCEI”), Pune in relation to an ongoing service tax inquiry against our Company and its group companies,

seeking certain information / documents including, interl alia, copies of contracts between RVPL and

governmental authorities, payments made by RVPL under the contracts, and annual reports of RVPL. For

details see “– Litigation involving our Company – Litigation against our Company – Service Tax” on page 458.

RVPL has, vide letter dated July 8, 2014 furnished the required information. RVPL has not received any further

communication from the DGCEI in this regard.

Defaults in Payment of Loans to Banks and Financial Institutions

RVPL has an aggregate outstanding overdue amount of ` 59.95 million to be paid to its lenders.

F. BTPL

Litigation against BTPL

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle

36, Mumbai (the “Petitioners”) have filed a writ petition before the High Court of Bombay against certain

parties including BTPL. For details, see “– Litigation involving our Company – Litigation against our Company

– Civil Proceedings” on page 458.

Notices

Income Tax

BTPL has received three intimations under section 200A of the Income Tax Act, 1961 in relation to mismatch in

the TDS filings of BTPL for the financial years 2011-2012, 2013-2014 and 2014-2015. BTPL has been directed

to pay an amount aggregating to ` 196,008 for the mismatch in the tax deducted at source. BTPL is in the

process of revising the TDS return filings to correct the mismatch.

Defaults in Payment of Loans to Banks and Financial Institutions

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BTPL has an aggregate outstanding overdue amount of ` 9.46 million to be paid to its lenders.

G. MEP CB

Litigation against MEP CB

1. Hari Narayanan (the “Petitioner”) has filed a writ petition before the Madras High Court against Union of

India, NHAI and MEP CB seeking quashing of the letter dated August 4, 2014 issued by NHAI to MEP

CB (the “NHAI Letter”) to set up five additional toll booths at the Chennai Bypass section. The

Petitioner has claimed that is the NHAI Letter is against the NH Fee Rules on the grounds, inter alia, that

(i) locations of the additional toll booths are in violation of the NH Fee Rules; (ii) the Chennai Bypass

has not been constructed solely for the use of the residents of the Chennai Municipality or Ambattur

Municipality and location of the toll booths is within five kilometres of these municipalities; (iii) the

distance between the additional toll booths and the already existing toll plazas at Surapattu and

Vanagaram is not in accordance with the NH Fee Rules; (iv) no reasons in writing have been given for

the construction of additional toll booths; (v) the NHAI Letter contemplates levy of additional user fee

which is void and illegal; and (vi) there are no alternative routes to the Chennai Bypass thereby forcing

commuters to pay the additional user fee. The Petitioner has prayed for an interim injunction restraining

NHAI and MEP CB from setting up additional toll booths in the Chennai Bypass section. The High

Court of Madras, vide order dated August 11, 2014, has issued an interim injunction against setting up of

the five additional toll plazas. The matter is currently pending.

2. Hari Narayanan (the “Petitioner”) has filed a writ petition before the Madras High Court against Union of

India through MoRTH, NHAI and MEP CB seeking quashing of the notification no. SO 484(E) dated

February 17, 2013 issued by MoRTH in relation to the location of the two toll plazas on the Chennai

Bypass section (the “MoRTH Notification”). The Petitioner has claimed that the MoRTH Notification is

against the NH Fee Rules on the grounds, inter alia, that (i) locations of the Vanagaram and Surapattu

toll plazas are within the municipal limits of Chennai and within five kilometres of Ambattur

Municipality, respectively; (ii) the MoRTH Notification levies user fee which is void and illegal; (iii) the

MoRTH Notification gives free access to two wheelers, three wheelers, tractors, etc. But offers no

concession for four wheelers; (iv) preventing the Petitioner from using the Chennai Bypass without

payment of toll would amount to restriction on freedom of movement; and (v) the Chennai Bypass is not

a ‘bypass’ since it acts as the only link between two populated adjoining districts thereby restricting free

movement. The Petitioner has prayed for an interim injunction restraining NHAI and MEP CB from

collecting user fee at the two toll plazas on the Chennai Bypass section and that the MoRTH Notification

be dispensed with. The matter is currently pending.

Outstanding Payments of Statutory Dues

MEP CB has an outstanding due of ` 254,407 as on September 26, 2014 towards value added tax. MEP CB was

not able to make the payment due to technical issues in the e-payment gateway. MEP CB is in the process of

rectifying the same.

Litigation by MEP CB

Writ Petition

MEP CB had filed a writ petition before the Delhi High Court in relation to the Chennai Bypass Project, seeking

quashing of the user fee notification dated February 27, 2013 issued by the NHAI (the “Notification”) and the

user fee validation orders dated March 4, 2013 and June 17, 2013 issued by MoRTH pursuant to the Notification

in relation to the Chennai Bypass. MEP CB challenged the Notification and the validation orders on the grounds

that, inter alia, (i) the Notification and the impugned orders do not provide for additional user fee applicable

where the toll highway includes a permanent bridge within five kilometres of the municipal or town area limits

and are, thus, void; and (ii) the memorandum of understanding executed between NHAI and the Tamil Nadu

Road Development Company Limited to facilitate and extend support to various projects proposed to be

undertaken in the State of Tamil Nadu is in violation of NHAI’s obligations under the MEP CB Concession

Agreement including the obligation to ensure that no competing roads are constructed. MEP CB further claimed

revision in the rates of toll laid down pursuant to the impugned Notification. The Delhi High Court, vide its

order dated June 11, 2014 directed the matter to proceed for amicable solution. The Executive Committee of

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NHAI, at its meeting held on August 1, 2014, considered and approved the setting up of five additional toll

booths at the Chennai Bypass section by MEP CB, suject to MEP CB dropping its demand of revision in rates of

toll. Further, at the meeting of the 3CGM Amicable Settlement Committee of NHAI held on August 26, 2014, it

was settled that MEP CB shall submit an undertaking regarding no claim for the Maduravoyal bridge and that

MEP CB shall be entitled to construct toll booths at five additional locations and NHAI agreed that no adverse

action will be pressed on MEP CB for shortfall in fee remittance till the assessment of revenue loss due to toll

evasion is made.

Notices

Income tax

MEP CB has received one intimation under section 200A of the Income Tax Act, 1961 in relation to mismatch

in the TDS filings of MEP CB for the financial year 2013-2014. MEP CB has been directed to pay an amount

aggregating to ` 231,123 for the financial year 2013-2014 for the mismatch in the tax deducted at source. MEP

CB is in the process of revising the TDS return filings to correct the mismatch.

H. MHSPL

Litigation against MHSPL

Notices

Income Tax

MHSPL has received two intimations under section 200A of the Income Tax Act, 1961 in relation to mismatch

in the TDS filings of MHSPL for the financial year 2013-2014. MEP CB has been directed to pay an amount

aggregating to ` 69,559 for the financial year 2013-2014 for the mismatch in the tax deducted at source.

MHSPL is in the process of revising the TDS return filings to correct the mismatch.

Outstanding Payments of Statutory Dues

MHSPL has an outstanding due of ` 2,725,309 as on September 26, 2014 towards value added tax. MHSPL was

not able to make the payment due to some technical issues in the e-payment gateway. MHSPL is in the process

of rectifying the same.

I. RTIPL

Litigation against RTIPL

Outstanding Payments of Statutory Dues

RTIPL has an outstanding due of ` 332,559 as on September 26, 2014 towards service tax. RTIPL has applied

for registration on September 25, 2014.

J. RTRPL

Litigation against RTRPL

Outstanding Payments of Statutory Dues

RTRPL has an outstanding due of ` 499,113 as on September 26, 2014 towards value added tax. RTRPL has

applied for the registration.

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K. MEP RGSL

Litigation against MEP RGSL

Public interest litigation

Ketan Tirodkar (the “Petitioner”) has filed a public interest litigation before the High Court of Bombay on

August 22, 2014 against MEP RGSL, MSRDC, Ministry of Home Affairs, Government of Maharashtra (“Home

Ministry”) and the State of Maharashtra (through the Public Works Department) in connection with a suicide

incident that took place at RGSL alleging that the infrastructure and security measures at RGSL are inadequate

to prevent suicide incidents and possible sabotage by terrorists due to, inter alia, (i) insufficient CCTV cameras

to ensure monitoring at the bridge; (ii) insufficient infrastructure and guards and with no expertise to prevent

untoward incidents like suicide, murder, terror attack, plantation of a bomb, etc.; and (iii) no coast guard and

naval installation in the vicinity of the sea link. The Petitioner has prayed, inter alia, that MEP RGSL be

directed to undertake efforts to remedy the same, that our Company and MSRDC be directed to pay

compensation to the Government for failing to install sufficient security and surveillance infrastructure and that

the Home Ministry be directed to register a first information report into the criminal negligence on the part of

MPE RGSL and MSRDC that led threat to the security and safety of the common man and the city of Mumbai.

The matter is currently pending.

Outstanding Payments of Statutory Dues

MEP RGSL has an outstanding due of ` 222,638 as on September 26, 2014 towards service tax. MEP RGSL has

applied for registration on September 25, 2014.

L. MEP Solapur

Litigation against MEP Solapur

Defaults in Payment of Loans to Banks and Financial Institutions

MEP Solapur has an aggregate outstanding overdue amount of ` 5.84 million to be paid to its lenders.

M. MEP Nagzari

Litigation against MEP Nagzari

Defaults in Payment of Loans to Banks and Financial Institutions

MEP Nagzari has an aggregate outstanding overdue amount of ` 2.57 million to be paid to its lenders.

III. Litigation involving our Directors

A. Dattatray P. Mhaiskar

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle

36, Mumbai (the “Petitioners”) have filed a writ petition before the High Court of Bombay against certain

parties including Dattatray P. Mhaiskar. For details, see “– Litigation involving our Company – Litigation

against our Company – Civil Proceedings” on page 458.

B. Jayant D. Mhaiskar

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle

36, Mumbai (the “Petitioners”) have filed a writ petition before the High Court of Bombay against certain

parties including Jayant D. Mhaiskar. For details, see “– Litigation involving our Company – Litigation against

our Company – Civil Proceedings” on page 458.

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C. Anuya J Mhaiskar

Litigation against Anuya J. Mhaiskar

Notices

Income tax

1. The Deputy Commussioner of Income Tax – 17(2) has filed an appeal before the ITAT against the order

dated March 25, 2011 passed by the Commissioner of Income Tax (Appeals) – 29. The Assistant

Commissioner of Income Tax, Circle 17(2) issued a demand notice dated November 30, 2009 to Anuya

J. Mhaiskar for ` 1,878,549 under section 147 of the Income Tax Act, 1961 for the assessment year

2005-2006 followed by an order dated November 30, 2009. Anuya J. Mhaiskar filed an appeal against

the order before the CIT(A)-29 which was allowed in her favour. The matter is currently scheduled for

hearing on February 16, 2015.

2. The Additonal Commissioner of Income Tax – 17(2) has filed an appeal before the ITAT against the

order dated November 20, 2012 passed by the CIT(A)-17. The Assistant Commissioner of Income Tax,

Range 17(2) issued a demand notice dated May 10, 2007 to Anuya J. Mhaiskar for ` 362,730 under

section 143(2) of the Income Tax Act, 1961 for the assessment year 2006 -2007 followed by an order

dated December 16, 2008. Anuya J. Mhaiskar filed an appeal against the order before the CIT(A)-17

which was allowed in her favour. The matter is currently scheduled for hearing on November 24, 2014.

D. Murzash Manekshana

Nil

E. Deepak Chitnis

Nil

F. Khimji Pandav

Nil

G. Vijay Agarwal

Nil

H. Preeti Trivedi

Nil

IV. Litigation involving our Promoters

A. ITIPL

Litigation against ITIPL

Public Interest Litigation

Shriniwas Anant Ghanekar (the “Petitioner”) has filed a public interest litigation before the Bombay High

Court against certain parties including ITIPL. For details, see “– Litigation involving our Company – Litigation

against our Company – Civil Proceedings” on page 458.

Income tax matters

Two notices dated August 7, 2013 and August 20, 2014 have been issued by the DCIT under section 143(2) and

section 142(1), respectively, of the Income Tax Act, 1961 for the assessment year 2012-2013. The matters

relating to the above notices are currently pending.

467

Litigation by ITIPL

Income tax matters

1. ITIPL has filed an appeal before the Income Tax Appellate Tribunal (“ITAT”) against the order dated

September 27, 2013 passed by the Commissioner of Income Tax (Appeals) – 14 (“CIT(A)-14”). ITIPL

had made the appeal to CIT(A)-14 against a demand of ` 365,304 pursuant to a notice dated August 13,

2009 issued by the Income Tax Officer under section 143(3) of the Income Tax Act, 1961 for the

assessment year 2008-2009. The matter is currently scheduled for hearing on March 10, 2015.

2. ITIPL has filed an appeal before the CIT(A)-14 against the order dated March 28, 2013 passed by

Deputy Commissioner of Income Tax, Circle 6(1) (“DCIT”). The impugned order was passed by the

DCIT in relation to a demand of ` 10,653,030 pursuant to a notice dated September 19, 2011 issued by

the Income Tax Officer under section 143(2) of the Income Tax Act, 1961 for the assessment year 2010-

2011. The matter is currently pending.

B. Dattatray P. Mhaiskar

For details, see “– Litigation involving our Directors – Litigation against our Directors – Civil Proceedings” on

page 465.

C. Jayant D. Mhaiskar

For details, see “– Litigation involving our Directors – Litigation against our Directors – Civil Proceedings” on

page 465.

Litigation or legal action against Promoters taken by any Ministry, Department of Government or any

statutory authority

Nil

V. Litigation involving Group Companies

A. IEPL

Litigation against IEPL

Civil Proceedings

Subhash Talwekar and others (the “Petitioners”) have filed a writ petition dated July 9, 2014 against the Union

of India and others (the “Respondents”) before the High Court of Bombay in relation to the proposed laying of

transmission lines from Bela to Deoli of 400 KV load. It is contended by the Petitioners that no compensation

was given to them before drawing line over the fields contrary to the provisions of Section 10 (d) of The Indian

Telegraph Act, 1885. It is also alleged that no prior permissions were taken before drawing line over the

Petitioners’ fields. Additionally, it is alleged that the menace of monkeys due to putting up of transmission

towers has affected the crops and the locals were to get employment which they were assured that they will, for

which complaint was made to the District Magistrate on June 20, 2014. The Petitioners have claimed that the

inaction on the part of the Respondents attracts the provisons of the Right to Fair Compensation and

Transparency in Land Acquisition Rehabilitation and Resettlement Act, 2013. The Petitioners have also prayed

that the District Magistrate be ordered to determine the amount of compensation to be paid to the Petitioners

within a stipulated period.

Litigation by IEPL

Civil Proceedings

IEPL has filed a writ petition dated December 18, 2013 against the Ministry of Coal, Ministry of Power, Coal

India Limited, Western Coalfields Limited, South Eastern Coalfields Limited, Mahanadi Coalfields Limited,

Maharashtra State Electricity Distribution Company Limited and the State of Maharashtra (together, the

468

“Respondents”) against the condition of long-term power purchase agreement (“PPA”) with power distribution

companies imposed by Central Government’s two ministries and Coal India Limited for providing coal supply.

IEPL has alleged that In the fuel supply agreements executed by South Eastern Coalfields and Mahanadi

Coalfields with IEPL on August 26, 2013 and August 28, 2013, respectively, the condition of long-term PPA

was thrusted upon IEPL which was not the condition of Letter of Assurance issued by Western Coalfields

Limited, South Eastern Coalfields Limited, Mahanadi Coalfields Limited. Thus, coal supply had not started for

the said reason and the entire unit was on a standstill because of the arbitrary and unreasonable condition. IEPL

has prayed that the condition of long term PPA with distribution companies imposed by the Respondents, the

Union of India and others for grant of coal linkage and supply of coal to the Petitioner at administrative prices

and Fuel Supply Agreements dated August 26, 2013 and August 28, 2013, be held to be not applicable to the

Petitioner and accordingly the Respondents, the Union of India and others be directed to provide coal supply to

the Petitioner at administrative price without insisting for long term a PPA with distribution companies and that

the Maharashtra State Electricity Distribution Company Limited be directed to execute long term PPA with the

Petitioner at the rate prescribed by the Maharashtra Electricity Regulatory Commission, Mumbai in terms of

provisions of section 62 of the Electricity Act, 2003.

B. A.J. Tolls Private Limited

Litigation against A.J. Tolls Private Limited

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle

36, Mumbai (the “Petitioners”) have filed a writ petition before the High Court of Bombay against certain

parties including A.J. Tolls Private Limited. For details, see “– Litigation involving our Company – Litigation

against our Company – Civil Proceedings” on page 458.

Small Scale Undertakings

For the current financial year, our Company has not received any communication from its creditors that they fall

under the Micro, Small and Medium Enterprises (Development) Act, 2006.

There are no disputes with such entities in relation to payments to be made to them.

Material Developments

For details of material developments, see the section “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” on page 402.

469

GOVERNMENT AND OTHER APPROVALS

Other than as stated in this section, we have received the necessary consents, licenses, permissions, registrations

and approvals from the Government, various governmental agencies and other statutory and/or regulatory

authorities, required for carrying out our present business. In view of the approvals listed below, our Company

can undertake this Issue as well as our current business and no further major approvals from any governmental

or regulatory authority or any other entity are required to undertake the Issue or to continue our business. Unless

otherwise stated, these approvals are all valid as on date of this Draft Red Herring Prospectus.

I. Incorporation details

1. Certificate of incorporation dated August 8, 2002 issued to our Company by the Registrar of Companies,

Maharashtra at Mumbai.

2. Fresh certificate of incorporation dated November 28, 2011 issued by the Registrar of Companies,

Maharashtra at Mumbai, pursuant to change of name to MEP Infrastructure Developers Private Limited.

3. Fresh certificate of incorporation dated September 8, 2014, 2014 issued by the Registrar of Companies,

Maharashtra at Mumbai, pursuant to conversion to public limited company for change of name to MEP

Infrastructure Developers Limited.

II. Approvals in relation to the Issue

1. In-principle approval from the BSE dated [●].

2. In-principle approval from the NSE dated [●].

III. Approvals in relation to our business

Approvals received:

1. The permanent account number of our Company is AADCM3650J.

2. The tax deduction account number of our Company is MUMM18146C.

3. The service tax registration number of our Company is AADCM3650JSD002.

4. The professional tax registration number of our Company is 27350821297P.

5. The professional tax employer certificate number of our Company is 99851459743P.

6. The tax payer identification number of our Company is 27350821297V under the Maharashtra Value

Added Tax Act, 2002.

7. The tax payer identification number of our Company is 27350821297C under the Central Sales Tax

(Registration & Turnover) Rules, 1957.

8. Certificate of registration (No. 760182990/Commercial II – Ward L) dated February 21, 2011 registering

our Company as a Commercial II establishment under the Maharashtra Shops and Establishments Act,

1948. The said registration is valid up to December 31, 2014.

9. Letter (No. MH/THN/98908/CircleII/701) dated June 18, 2004 issued by the Regional Provident Fund

Commissioner bringing our Company under the purview of the Employees Provident Funds and

Miscellaneous Provisions Act, 1952 with effect from October 1, 2003 and allotting a code under the

Employees Provident Funds and Miscellaneous Provisions Act, 1952 to our Company.

10. Letter (No. B/Cov./RM3200(35-01291-101)) dated March 29, 2005 issued by the Regional Office,

Maharashtra, Employee State Insurance Corporation bringing our Company under the purview of the

Employee State Insurance Act, 1948 with effect from October 1, 2003 and allotting a code under the

Employees State Insurance Act, 1948.

470

Approvals to be applied for:

1. Our Company is yet to make an application for amendment of address of our Company, pursuant to

change in our registered office, in the certificate of registration (No. 760182990/Commercial II – Ward

L) dated February 21, 2011 registering our Company as a Commercial II establishment under the

Maharashtra Shops and Establishments Act, 1948.

IV. Approvals in relation to our projects

We are required to obtain certain approvals from the concerned Central / State Government departments and

other authorities for operating our projects. We apply for approvals, licenses and registrations at the appropriate

stage for each project and the same are granted to us by these authorities subject to our compliance with the

requirements under local laws.

The approvals received by us for our various projects as well as the approvals that we have applied for and are

pending before the authorities are as mentioned below:

I. OMT Projects

A. Mumbai Entry Points Project, Maharashtra

Approvals received:

1. Certificate of registration (No. 760182978/Commercial II/Ward L) dated February 21, 2011 registering

the registered office of MIPL as a Commercial II establishment under the Maharashtra Shops and

Establishments Act, 1948. The said registration is valid up to December 31, 2014.

2. Certificate of registration (No. 760312165/Commercial II/Ward RN) dated April 9, 2013 registering the

Dahisar toll plaza as a Commercial II establishment under the Maharashtra Shops and Establishments

Act, 1948. The said registration is valid up to December 31, 2014.

3. Certificate of registration (No. 760311582/Commercial II/ Ward T) dated March 1, 2013 registering the

toll plaza on the Lal Bahadur Shastri Marg corridor as a Commercial II establishment under the

Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to December 31,

2014.

4. Certificate of registration (No. 760308293/Commercial II/ Ward L) dated March 1, 2013 registering the

toll plaza on the Eastern Express Highway corridor as a commercial II establishment under the

Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to December 31,

2014.

5. Certificate of registration (No. 12619400000003654302) dated January 1, 2013 registering the Airoli toll

plaza at the Mulund Airoli Link Road as a commercial establishment under the Maharashtra Shops and

Establishments Act, 1948. The said registration is valid up to December 31, 2015.

6. Certificate of registration (No. 12619400000003654324) dated January 1, 2013 registering the Vashi toll

plaza at the Sion Panvel highway as a commercial establishment under the Maharashtra Shops and

Establishments Act, 1948. The said registration is valid up to December 31, 2015.

7. License (No. 029) dated March 23, 2011 issued by the Office of the Licensing Officer, Mumbai to MIPL

issued under the Contract Labour (Regulation and Abolition) Act, 1970 for the collection of toll at Airoli

toll plaza. The license is valid up to December 31, 2014.

8. License (No. Dycl/CLAI/LIC/089/Desk-27/28) dated March, 23, 2011 issued by the Office of the

Licensing Officer, Mumbai to MIPL under the Contract Labour (Regulation and Abolition) Act, 1970 for

the collection of toll at Dahisar toll plaza. The license is valid up to December 31, 2014.

471

9. License (No. 028) dated March 23, 2011 issued by the Office of the Licensing Officer, Mumbai to MIPL

under the Contract Labour (Regulation and Abolition) Act, 1970 for the collection of toll on the Lal

Bahadur Shastri Marg corridor. The license is valid up to December 31, 2014.

10. License (No. 027) dated March 23, 2011 issued by the Office of the Licensing Officer, Mumbai to MIPL

under the Contract Labour (Regulation and Abolition) Act, 1970 for the collection of toll on the Eastern

Express Highway corridor. The license is valid up to December 31, 2014.

11. License (No. 12612200000000019320) dated October 29, 2013 issued by the Office of the Licensing

Officer, Konkan to MIPL under the Contract Labour (Regulation and Abolition) Act, 1970 for the

collection of toll at Vashi toll plaza. The license is valid up to December 31, 2014.

B. Madurai-Kanyakumari Project, Tamil Nadu

Approvals received:

1. Registration Certificate of Establishment (No. 760327454/Commercial II – Ward L) dated May 21, 2013

issued by the Office of the Inspector to RTRPL registering the same as a Commercial II establishment

under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to

December 31, 2014.

2. License (No. L.205/2013-A/M) dated October 21, 2013 issued by the Office of the Licensing Officer and

Assistant Labour Commissioner (Central), Madurai, to RTRPL under the Contract Labour (Regulation

and Abolition) Act, 1970 for employment of upto 120 workers for the operation, maintenance and

collection of toll at Nanguneri toll plaza. The license is valid up to October 20, 2014.

3. License (No. L.203/2013-A/M) dated October 21, 2013 issued by the Office of the Licensing Officer and

Assistant Labour Commissioner (Central), Madurai, to Raima Toll Road Private Limited under the

Contract Labour (Regulation and Abolition) Act, 1970 for the collection of toll at Kappalur toll plaza,

Etturvattum toll plaza and Salaipudur toll plaza. The license is valid up to October 20, 2014.

C. Hyderabad-Bangalore Project, Andhra Pradesh

Approvals received:

1. License (No. 237/2012) dated December 18, 2012 issued by the Assistant Labour Commissioner

(Central-I), Ministry of Labour and Employment, Government of India to our Company under the

Contract Labour (Regulation and Abolition) Act, 1970 for the collection of user fee at Amakathadu Toll

Plaza in the establishment of the General Manager, NHAI, #6-4-239, 3rd

Cross, Maruthi Nagar,

Anantapur. The license is valid up to December 17, 2014.

2. License (No. 238/2012) dated December 18, 2012 issued by the Assistant Labour Commissioner

(Central-I), Ministry of Labour and Employment, Government of India to our Company under the

Contract Labour (Regulation and Abolition) Act, 1970 for the collection of user fee at Marur Toll Plaza

in the establishment of the General Manager, NHAI, #6-4-239, 3rd

Cross, Mauthi Nagar, Anantapur. The

license is valid up to December 17, 2014.

3. License (No. 144/2013) dated July 31, 2013 issued by the Assistant Labour Commissioner (Central-I),

Ministry of Labour and Employment, Government of India to MEP HB under the Contract Labour

(Regulation and Abolition) Act, 1970 for 350 workers for toll operation and maintenance at Kasepalli

Toll Plaza in the establishment of the General Manager, NHAI, #6-4-239, 3rd

Cross, Mauthi Nagar,

Anantapur. The license is valid up to July 30, 2015.

4. Registration Certificate of Establishment (No. 760313375/Commercial II – Ward L) dated March 5, 2013

issued by the Office of the Inspector to MEP HB registering the same as a Commercial II establishment

under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to

December 31, 2014.

472

D. Chennai Bypass Project, Tamil Nadu

Approvals received:

1. License (No. L/194/2013) dated July 11, 2013 issued by the Assistant Labour Commissioner (Central),

Ministry of Labour and Employment, Government of India to Jayant D. Mhaiskar, Director, MEP CB

under the Contract Labour (Regulation and Abolition) Act, 1970 for 360 workers for the work of

operation and maintenance of Chennai Bypass in the establishment of M/s. NHAI -PIU- Chennai, No. 1-

54-28, Butt Road. The license is valid up to July 10, 2015.

2. Registration Certificate of Establishment (No. 760313357/Commercial II – Ward L) dated March 5, 2013

issued by the Office of the Inspector to MEP CB registering the same as a Commercial II establishment

under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to

December 31, 2014.

E. Baramati Project, Maharashtra

Approvals received:

1. License (No. 10718) dated July 18, 2011 issued by the Assistant Commissioner of Labour, Registering

and Licensing Officer, Pune under the Contract Labour (Regulation and Abolition) Act, 1970 for

employment of contract labour in Baramati. The license is valid up to December 31, 2014.

2. Registration Certificate of Establishment (No. 760192830/Commercial II – Ward L) dated April 25, 2011

issued by the Office of the Inspector to BTPL registering the same as a Commercial II establishment

under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to

December 31, 2014.

3. Letter of Approval (No. MSRDC/01/JMD/80) dated January 11, 2011 issued by Vice Chairman &

Managing Director, MSRDC, to BTPL for approval of “change in ownership” of BTPL from Pratibha

Industries Limited and Sanjay Kakade Infrastructure Private Limited to RTBPL.

F. RGSL Project, Maharashtra

Approvals received:

1. Registration Certificate of Establishment (No. 760378220/Commercial II – Ward L) dated February 26,

2014 issued by the Office of the Inspector to MEP RGSL Toll Bridge Private Limited registering the

same as a Commercial II establishment under the Maharashtra Shops and Establishments Act, 1948. The

said registration is valid up to December 31, 2014.

2. License (No. 728) dated July 29, 2011 issued by the Licensing Officer, Government of Maharashtra

under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 160 workers as

contract labour at the toll plaza at the RGSL. The license is valid up to December 31, 2014.

II. Toll collection projects

A. Phalodi - Ramji Project, Rajashtan

Approvals received:

1. License (No. 25/2010) dated December 3, 2010 issued by the Office of the License Officer, Jodhpur, to

RVPL under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 65 contract

labour for road development, management and toll collection. The license is valid up to December 31,

2014.

2. License (No. 3611) dated December 8, 2010 issued by the Office of the License Officer, Balotra, to

RVPL under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 195 contract

labour for road development, management and toll collection. The license is valid up to December 31,

2014.

473

3. Registration Certificate of Establishment (No. 760181731/Commercial II – Ward L) dated February 14,

2011 issued by the Inspector to RVPL registering the same as a Commercial II establishment under the

Bombay Shops and Establishments Act, 1948. The said registration is valid up to December 31, 2014.

B. IRDP Solapur Project, Maharashtra

Approvals received:

1. License (No. 04208/R-43) dated February 13, 2013 issued by the Assistant Commissioner of Labour,

Solapur to MEP Solapur under the Contract Labour (Regulation and Abolition) Act, 1970 for

appointment of contract labour for four locations in Solapur namely, at Solapur-Hotgi road, Solapur-

Barshi road, Solapur-Degaon Mangalweda road and Solapur-Akkalkot road. The license is valid up to

December 31, 2014.

2. Registration Certificate of Establishment (No. 760312786/Commercial II – Ward L) dated March 5, 2013

issued by the Office of the Inspector to MEP Solapur registering the same as a Commercial II

establishment under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid

up to December 31, 2014.

C. Vidyasagar Setu Project, West Bengal

Approvals received:

1. Trade License (No. HMC/W38/N/1826/14) dated September 8, 2014 issued by the License Officer,

Howrah Municipal Corporation to RTBPL for the toll collection centre at Vidyasagar Setu under the

Howrah Municipal Corporation Act, 1980. The said registration is valid upto March 31, 2015.

2. Certificate of Registration (No. 760350739/Commercial II – Ward L) dated October 8, 2013 issued by

the Senior Inspector to RTBPL registering the same as a Commercial II establishment under the West

Bengal Shops and Establishments Act, 1963. The said registration is valid up to December 16, 2014.

Approvals to be applied for:

1. RTBPL is yet to make an application for obtaining labour license for the Vidyasagar Setu Project. This

application shall be made upon receipt of the requisite form V from NHAI.

D. Bankapur Toll Plaza, Karnataka

Approvals received:

1. License (No. 50/2013-AH) dated July 8, 2013 issued by the Assistant Labour Commissioner (Central),

Hubli, to our Company under the Contract Labour (Regulation and Abolition) Act, 1970 for the

employment of contract labour at Bankapur toll plaza. The license is valid up to July 7, 2015.

E. Chirle and Karanjade Toll Plazas, Maharashtra

Approvals received:

1. License (No. B-ALC(C)-II/46(106)2013-L) dated July 30, 2013 issued by the Assistant Labour

Commissioner (Central-II), Mumbai to our Company under the Contract Labour (Regulation and

Abolition) Act, 1970 for 250 workers for the work of toll collection at Chirle and Karanjade Toll Plazas

in the establishment of the General Manager(Tech) and Project Director, MJPRCL, Navi Mumbai. The

license is valid up to July 29, 2015.

474

F. Dasna Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. D-46(170)/LIC/2014-ALC) dated July 11, 2014 issued by the Licensing Officer and

Assistant Labour Commissioner (Central), Dehradun, to our Company under the Contract Labour

(Regulation and Abolition) Act, 1970 for the employment of contract labour at Dasna toll plaza. The

license is valid up to July 10, 2015.

G. Kalyan Shilphata Project, Maharashtra

Approvals received:

1. License (No. ACL/KYN/IC-959113) dated December 12, 2013 issued by the Licensing Officer, Kalyan,

to our Company under the Contract Labour (Regulation and Abolition) Act, 1970 for the employment of

contract labour at Kalyan Shilphata toll plaza. The license is valid up to December 31, 2014.

H. Mahua – Hindaun – Karauli Project, Rajasthan

Approvals received:

1. License (No. CLA/45/13) dated April 16, 2013 issued by the Office of the Licensing Officer, Jaipur,

Rajasthan to our Company under the Contract Labour (Regulation and Abolition) Act, 1970 for the work

of toll collection at Gazipur Toll Plaza in Mahua. The license is valid up to December 31, 2014.

2. License (No. 1) dated March 21, 2013 issued by the Office of the Licensing Officer, Jaipur, Rajasthan to

our Company under the Contract Labour (Regulation and Abolition) Act, 1970 for the work of toll

collection at Phulwada Toll Plaza in Hindaun. The license is valid up to December 31, 2014.

I. Alwar Bhiwadi, Rajasthan

Approvals received:

1. License (No. Addl LC(IR)/CLA/L-30/13) dated July 23, 2013 issued by the Office of the Licensing

Officer, Jaipur, Rajasthan to our Company under the Contract Labour (Regulation and Abolition) Act,

1970 for 215 employees for the work of toll collection at Papadi, Tijara and Bhiwadi Toll Plazas on the

Alwar-Bhiwadi section. The license is valid from April 3, 2013 up to December 31, 2014.

J. Gaurau Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. K-46(L-187)/2013-E-2) dated September 4, 2013 issued by the Licensing Officer and

Assistant Labour Commissioner Kanpur, to our Company under the Contract Labour (Regulation and

Abolition) Act, 1970 for 80 workers per day for engagement of fee collecting agency through

competitive bidding at Gurau Toll Plaza (Semra, Atikabad) in the establishment of the Project Director,

NHAI, Agra. The license is valid up to September 3, 2014.

Applications for renewal:

1. Our Company has made an application dated July 1, 2014 with the Assistant Labour Commissioner,

Kanpur for seeking renewal of the labour license (No. K-46(L-187)/2013-E-2) upto September 3, 2015

for Gurau (Semra Atikabad) Toll Plaza, Uttar Pradesh. The said license has expired on September 3,

2014.

475

K. Tundla Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. K-46(L-109)/2014-E-2) dated April 25, 2014 issued by the Licensing Officer and Assistant

Labour Commissioner Kanpur, to our Company under the Contract Labour (Regulation and Abolition)

Act, 1970 for 100 workers for collection of user fee at temporary toll plaza in KM 225.00 of NH-2 at

Tundla in the establishment of the Project Director, NHAI, Agra. The license is valid up to April 24,

2015.

L. Kini Tasawade Project, Maharashtra

Approvals received:

1. Certificate of registration (No. 760198496/Commercial II – Ward FN) dated May 18, 2011 issued by the

Inspector to Raima Manpower and Consultancy Services Private Limited registering the same as a

Commercial II establishment under the Maharashtra Shops and Establishments Act, 1948. The said

registration is valid up to December 31, 2014.

2. License (No. ACL/1/290) dated July 23, 2014 issued by the Assistant Labour Commissioner and

Lincensing Officer, Ichalkaranji, to RTIPL under the Contract Labour (Regulation and Abolition) Act,

1970 for employment of 180 workers at the Kini Toll Plaza. The license is valid up to July 23, 2015.

3. License (No. ACL-CLA-STR/1010) dated July 2, 2014 issued by the Assistant Labour Commissioner

and Lincensing Officer, Satara, to RTIPL under the Contract Labour (Regulation and Abolition) Act,

1970 for employment of 180 workers at the Tasawade Toll Plaza. The license is valid up to December

31, 2014.

M. Panikholi Toll Plaza, Odisha

Approvals received:

1. License (No. L/34/2014) dated May 6, 2014 issued by the Assistant Labour Commissioner (C) cum

Lincensing Officer, Angul, to our Company under the Contract Labour (Regulation and Abolition) Act,

1970 for collection of user fee at Panikholi Toll Plaza in the establishment of the Project Director, NHAI,

Bhubaneswar. The license is valid up to May 5, 2015.

N. Paduna Toll Plaza, Odisha

Approvals received:

1. License (No. AJ(L)/181/2014-ALC) dated May 26, 2014 issued by the Licensing Officer and Assistant

Labour Commissioner (C), Ajmer, to our Company under the Contract Labour (Regulation and

Abolition) Act, 1970 for collection of user fee at Paduna Toll Plaza in the establishment of the Project

Director, NHAI, Udaipur. The license is valid up to May 25, 2015.

O. Chamari (Usaka) Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. K-46(L-65)/2014-E-2) dated March 13, 2014 issued by the Licensing Officer and Assistant

Labour Commissioner (C), Kanpur, to our Company under the Contract Labour (Regulation and

Abolition) Act, 1970 for collection of user fee at Usaka (Chamari) toll plaza in the establishment of the

Project Director, NHAI, Kanpur. The license is valid up to March 12, 2015.

476

P. Brijghat Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. D-46(53)/LIC/2014-ALC) dated April 4, 2014 issued by the Licensing Officer and

Assistant Labour Commissioner (C), Dehradun, to our Company under the Contract Labour (Regulation

and Abolition) Act, 1970 for collection of toll at Brijghat toll plaza in the establishment of the Project

Director, NHAI, Moradabad (UP). The license is valid up to April 3, 2015.

Q. Athur Toll Plaza, Tamil Nadu

Approvals received:

1. License (No. L/92/2014) dated April 23, 2014 issued by the Licensing Officer, Chennai, to our Company

under the Contract Labour (Regulation and Abolition) Act, 1970 for collection of toll at Athur toll plaza.

The license is valid up to April 22, 2015.

R. Tendua Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. A-46(174)/2014) dated August 22, 2014 issued by the Assistant Commissioner of Labour

(Central) and Licensing Officer, Allahabad, to our Company under the Contract Labour (Regulation and

Abolition) Act, 1970 for employment of 100 workers for collection of toll at the Tendua toll plaza. The

license is valid upto August 21, 2015.

S. Alwar Sikandra Toll Plaza, Rajasthan

Approvals received:

1. License (No. ALW 88/2014) dated August 14, 2014 issued by the Licensing Officer, Rajasthan, to our

Company under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 50

workers for collection of toll for the project awarded by RIDCOR. The license is valid upto December

31, 2014.

2. License (No. CLA/55/2014) dated August 13, 2014 issued by the Licensing Officer, Rajasthan, to our

Company under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 50

workers for collection of toll at the Pichupada toll plaza. The license is valid upto December 31, 2014.

T. Palsit Toll Plaza, West Bengal

Approvals to be applied for:

1. Our Company is yet to make an application for obtaining labour license for the Palsit Toll Plaza. This

application shall be made upon receipt of the requisite form V from NHAI.

U. Dankuni Toll Plaza, West Bengal

1. Our Company is yet to make an application for obtaining labour license for the Dankuni Toll Plaza. This

application shall be made upon receipt of the requisite form V from NHAI.

Other Approvals

MEP Highway Solutions Private Limited

Approvals received:

1. Certificate of registration (No. 760327457/Commercial II – Ward L) dated May 21, 2013 issued by the

Senior Inspector to MEP Highway Solutions Private Limited registering the same as a Commercial II

477

establishment under the Bombay Shops and Establishments Act, 1948. The said registration is valid up to

December 31, 2014.

MEP Nagzari Toll Road Private Limited

Approvals received:

1. Registration Certificate of Establishment (No. 760327471/Commercial II – Ward L) dated May 21, 2013

issued by the Senior Inspector to MEP Nagzari registering the same as a Commercial II establishment

under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to

December 31, 2014.

478

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

1. The Issue has been authorised by a resolution of the Board of Directors passed at their meeting held on

September 9, 2014, subject to the approval of shareholders of our Company.

2. The shareholders of our Company have authorised the Issue by a special resolution passed pursuant to

section 62 of the Companies Act, 2013, at the EGM of our Company held on September 15, 2014.

Prohibition by SEBI or Other Governmental Authorities

Our Company, our Promoters, our Directors, Promoter Group entities, Group Companies, the persons in control

of our Company, the natural persons in control of our corporate Promoter not been debarred from accessing the

capital market under any order or direction passed by SEBI or any other regulatory or governmental authority.

The companies, with which our Promoters, our Directors or persons in control of our Company are or were

associated as promoters, directors or persons in control have not been debarred from accessing the capital

market under any order or direction passed by SEBI or any other regulatory or governmental authority.

Details of the entities that our Director(s) are associated with, which are engaged in securities market related

business, and are registered with SEBI for the same, have been provided to SEBI.

Prohibition by RBI

Neither our Company, our Promoters, relatives of Promoters (as defined under Companies Act), Directors,

Group Companies have been identified as wilful defaulters by the RBI or any other governmental authority.

There are no violations of securities laws committed by them in the past or no such proceedings are pending

against them or our Company.

Eligibility for the Issue

Our Company is eligible for the Issue in accordance with the Regulation 26(2) of the SEBI Regulations, which

states as follows:

“An issuer not satisfying the condition stipulated in sub-regulation (1) may make an initial public offer if the

issue is made through the book-building process and the issuer undertakes to allot, at least seventy five percent

of the net issue to public, to qualified institutional buyers and to refund full subscription money if it fails to make

the said minimum allotment to qualified institutional buyers.”

We are an unlisted company not complying with the conditions specified in Regulation 26(1) of the SEBI

Regulations and are therefore required to meet both the conditions detailed in Clause (a) and Clause (b) of

Regulation 26(2) of the SEBI Regulations.

We are complying with Regulation 26(2) of the SEBI Regulations and at least 75% of the Issue is

proposed to be Allotted to QIBs and in the event we fail to do so, the full application monies shall be

refunded to the Bidders.

We are complying with Regulation 43(2) of the SEBI Regulations and Non-Institutional Bidders and

Retail Individual Bidders will be allocated not more than 15% and 10% of the Issue, respectively.

Hence, we are eligible for the Issue under Regulation 26(2) of the SEBI Regulations.

Our Company is undertaking this Issue under Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules,

1957, as amended (“SCRR”) and shall comply with the requirements thereunder. This is an issue for at least

25% of the fully diluted post-Issue paid-up equity capital of our Company.

Further, we shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted

shall not be less than 1,000; otherwise the entire application money will be refunded forthwith. In case of delay,

if any, our Company’s refund shall include interest on the application money at the rate of 15% per annum for

479

the period of delay.

Disclaimer Clause of SEBI

AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED

TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED

HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED

THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY

RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE

PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS

OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING

PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, IDFC SECURITIES, INGA AND IDBI

CAPITAL HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING

PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI

(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE

FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN

INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT

INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD

MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE

COMPANY DISCHARGE ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND

TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS, IDFC SECURITIES, INGA

AND IDBI CAPITAL, HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED

SEPTEMBER 29, 2014 WHICH READS AS FOLLOWS:

WE, THE BOOK RUNNING LEAD MANAGERS TO THE ABOVE MENTIONED FORTHCOMING

ISSUE, STATE AND CONFIRM AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH

COLLABORATORS, ETC. AND OTHER MATERIAL DOCUMENTS IN CONNECTION WITH

THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS DATED SEPTEMBER 29,

2014 (THE “DRAFT RED HERRING PROSPECTUS”) PERTAINING TO THE ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS

DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT

VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE,

PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS

FURNISHED BY THE ISSUER, WE CONFIRM THAT:

(A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE SECURITIES AND

EXCHANGE BOARD OF INDIA (“SEBI”) IS IN CONFORMITY WITH THE

DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

(B) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE

REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE

SECURITIES AND EXCHANGE BOARD OF INDIA, THE CENTRAL GOVERNMENT

AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN

DULY COMPLIED WITH; AND

(C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE

TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL

INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND

SUCH DISCLOSURES ARE IN ACCORDANCE WITH REQUIREMENTS OF THE

COMPANIES ACT, 1956, AS AMENDED AND REPLACED BY THE COMPANIES

ACT, 2013, TO THE EXTENT IN FORCE, THE SECURITIES AND EXCHANGE

BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2009 AS AMENDED (“SEBI REGULATIONS”) AND OTHER

480

APPLICABLE LEGAL REQUIREMENTS.

1. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN

THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT

TILL DATE SUCH REGISTRATION IS VALID.

2. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE

UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS - NOTED FOR

COMPLIANCE;

3. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN

OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTER’S

CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO

FORM PART OF THE PROMOTER’S CONTRIBUTION SUBJECT TO LOCK-IN SHALL

NOT BE DISPOSED/ SOLD/ TRANSFERRED BY THE PROMOTERS DURING THE

PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING

PROSPECTUS WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA TILL THE

DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED

HERRING PROSPECTUS;

4. WE CERTIFY THAT REGULATION 33 OF THE SEBI REGULATIONS, WHICH RELATES

TO EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTER’S

CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE

DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN

MADE IN THE DRAFT RED HERRING PROSPECTUS- NOTED FOR COMPLIANCE;

5. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C)

AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SEBI REGULATIONS

SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN

MADE TO ENSURE THAT PROMOTER’S CONTRIBUTION SHALL BE RECEIVED AT

LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT

AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI.

WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE

THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT

WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE

ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE – NOT APPLICABLE;

6. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE

FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN

OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF

ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES

WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE

OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION; - COMPLIED WITH TO

THE EXTENT APPLICABLE;

7. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE

THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE

BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF

THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE

SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK

EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE

AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE

ISSUER SPECIFICALLY CONTAINS THIS CONDITION – NOTED FOR COMPLIANCE.

ALL MONIES RECEIVED OUT OF THE ISSUE SHALL BE CREDITED/TRANSFERRED

TO A SEPARATE BANK ACCOUNT AS REFERRED TO IN SUB-SECTION (3) OF

SECTION 40 OF THE COMPANIES ACT, 2013;

8. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING

PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE

SHARES IN DEMAT OR PHYSICAL MODE – NOT APPLICABLE. UNDER SECTION 29 OF

481

THE COMPANIES ACT, 2013, EQUITY SHARES IN THE ISSUE HAVE TO BE ISSUED IN

DEMATERIALISED FORM ONLY;

9. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SEBI

ICDR REGULATIONS HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN

OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A

WELL INFORMED DECISION;

10. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE

DRAFT RED HERRING PROSPECTUS:

A. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE

SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE

ISSUER; AND

B. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH

DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM TIME TO

TIME.

11. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO

ADVERTISEMENT IN TERMS OF THE SEBI REGULATIONS WHILE MAKING THE

ISSUE - NOTED FOR COMPLIANCE;

12. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS

BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS

BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS

STANDS, THE RISK FACTORS, PROMOTER’S EXPERIENCE, ETC. - REFER TO DUE

DILIGENCE PROCESS NOTE ENCLOSED AS ANNEXURE A;

13. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH

THE APPLICABLE PROVISIONS OF THE SEBI REGULATIONS, CONTAINING DETAILS

SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE,

PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE THE

REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY; REFER

TO THE CHECKLIST ENCLOSED AS ANNEXURE B;

14. WE ENCLOSE STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY

MERCHANT BANKERS (WHO ARE RESPONSIBLE FOR PRICING THE ISSUE)’, AS PER

FORMAT SPECIFIED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA

THROUGH CIRCULAR; REFER TO THE DISCLOSURE ENCLOSED AS ANNEXURE C;

1. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN

FROM LEGITIMATE BUSINESS TRANSACTIONS COMPLIED WITH TO THE EXTENT

OF THE RELATED PARTY TRANSACTIONS REPORTED, IN ACCORDANCE WITH

ACCOUNTING STANDARD 18, IN THE FINANCIAL STATEMENTS OF THE COMPANY

INCLUDED IN THE DRAFT RED HERRING PROSPECTUS.

The filing of this Draft Red Herring Prospectus does not, however, absolve our Company from any liabilities

under section 34 or section 38 of Companies Act, 2013 or from the requirement of obtaining such statutory

and/or other clearances as may be required for the purpose of the proposed Issue. SEBI further reserves the right

to take up at any point of time, with BRLMs, any irregularities or lapses in this Draft Red Herring Prospectus.

All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring

Prospectus with RoC in terms of section 32 of the Companies Act, 2013. All legal requirements pertaining to the

Issue will be complied with at the time of registration of the Prospectus with RoC in terms of Sections 26 and 30

of the Companies Act, 2013.

Caution - Disclaimer from our Company and BRLMs

Our Company, Directors and BRLMs accept no responsibility for statements made otherwise than in this Draft

482

Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance

and anyone placing reliance on any other source of information, including our Company’s website

www.mepinfra.com, would be doing so at his or her own risk.

BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement and

Underwriting Agreement to be entered into between Underwriters and our Company.

All information shall be made available by our Company and BRLMs to the public and investors at large and no

selective or additional information would be available for a section of the investors in any manner whatsoever

including at road show presentations, in research or sales reports, at bidding centres or elsewhere.

None among our Company or any member of the Syndicate is liable for any failure in downloading the Bids due

to faults in any software/hardware system or otherwise.

Investors who Bid in the Issue will be required to confirm and will be deemed to have represented to our

Company, the Underwriters and their respective directors, officers, agents, affiliates, and representatives that

they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity

Shares of our Company and will not issue, sell, pledge, or transfer the Equity Shares of our Company to any

person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the

Equity Shares of our Company. Our Company, the Underwriters and their respective directors, officers, agents,

affiliates, and representatives accept no responsibility or liability for advising any investor on whether such

investor is eligible to acquire the Equity Shares of our Company.

BRLMs and their respective associates and affiliates may engage in transactions with, and perform services for,

our Company, its respective group companies, affiliates or associates in the ordinary course of business and

have engaged, or may in the future engage, in commercial banking and investment banking transactions with

our Company, for which they have received, and may in the future receive, compensation.

48

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486

Track record of past issues handled by BRLMs

For details regarding the track record of the BRLMs to the Issue as specified in Circular reference

CIR/MIRSD/1/ 2012 dated January 10, 2012 issued by the SEBI, please refer to the websites of the BRLMs at

http://www.idfc.com/capital/investment-banking/track-record.aspx; www.ingacapital.com; and

www.idbicapital.com.

Disclaimer in respect of Jurisdiction

This Issue is being made in India to persons resident in India (including Indian nationals resident in India who

are competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies

registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered

with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to

RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and

invest in shares, permitted insurance companies and pension funds, insurance funds set up and managed by the

army and navy and insurance funds set up and managed by the Department of Posts, India) and to FIIs, Eligible

NRIs and other eligible foreign investors (viz. FVCIs, multilateral and bilateral development financial

institutions). This Draft Red Herring Prospectus does not, however, constitute an invitation to purchase Equity

Shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer

or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is

required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out of this

Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be

required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its

observations and SEBI shall give its observations in due course. Accordingly, the Equity Shares represented

thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be

distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.

Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances,

create any implication that there has been no change in the affairs of our Company since the date hereof or that

the information contained herein is correct as of any time subsequent to this date.

Disclaimer Clause of BSE

As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as

intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the

Red Herring Prospectus prior to the RoC filing.

Disclaimer Clause of NSE

As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as

intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the

Red Herring Prospectus prior to the RoC filing.

Filing

A copy of this Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department,

SEBI Bhavan, Plot No.C4-A, ‘G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.

A copy of the Red Herring Prospectus, along with the documents required to be filed under section 32 of the

Companies Act, 2013 would be delivered for registration to RoC and a copy of the Prospectus to be filed under

section 26 of the Companies Act, 2013 would be delivered for registration with the RoC at the office of the

Registrar of Companies, 100, Everest, Marine Drive, Mumbai 400 002.

Listing

Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of

the Equity Shares. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be

finalised.

487

If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the

Stock Exchanges mentioned above, our Company will forthwith repay, without interest, all moneys received

from the applicants in pursuance of the Red Herring Prospectus. If such money is not repaid within eight days

after our Company becomes liable to repay it, then our Company and every Director of our Company who is an

officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at the

rate of 15% per annum on application money, as prescribed under section 40 of the Companies Act, 2013.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and

commencement of trading at all Stock Exchanges mentioned above are taken within 12 Working Days of the

Bid/ Issue Closing Date.

Consents

Consents in writing of: (a) Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Joint

Statutory Auditors, legal advisors, Bankers to our Company; (b) CRISIL for information pertaining to the

CRISIL Report; and (c) BRLMs, Syndicate Members, Escrow Collection Bankers and Registrar to the Issue to

act in their respective capacities, have been/will be obtained prior to filing of the Red Herring Prospectus with

the RoC and will be filed along with a copy of the Red Herring Prospectus with RoC as required under Sections

26 and 32 of the Companies Act, 2013 and such consents shall not be withdrawn up to the time of delivery of

the Red Herring Prospectus and the Prospectus for registration with RoC.

In accordance with the Companies Act and the SEBI Regulations, B S R and Co., Chartered Accountants and

Parikh Joshi & Kothare, Chartered Accountants, our Company’s joint statutory auditors, have given their written

consent for inclusion of their reports dated September 19, 2014, 2014 on the Restated Standalone Financial

Information and the Restated Consolidated Financial Information of our Company in this Draft Red Herring

Prospectus. Further, our Joint Statutory Auditors have agreed to include its name as an expert under Section 26

of the Companies Act, 2013 in this Draft Red Herring Prospectus in relation to the statement of tax benefits

dated September 15, 2014 in the form and context in which it appears in this Draft Red Herring Prospectus.

Such consents have not been withdrawn as of the date of this Draft Red Herring Prospectus.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received consent from the Joint Statutory Auditors to include their respective names as an

expert under Section 26 of the Companies Act, 2013 in this Draft Red Herring Prospectus in relation to their

reports dated September 19, 2014 on the Restated Financial Information, the Restated Financial Information and

the statement of tax benefits dated September 15, 2014. Such consent has not been withdrawn as of the date of

this Draft Red Herring Prospectus.

Issue Related Expenses

The expenses of this Issue include, among others, underwriting and management fees, selling commission,

printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. For further

details of Issue related expenses, see the section “Objects of the Issue” on page 94.

Fees Payable to Syndicate

The total fees payable to Syndicate (including underwriting commission and selling commission and

reimbursement of their out-of-pocket expense) will be as per the Engagement Letters.

Commission payable to the Registered Brokers

For details of the commission payable to the Registered Brokers, please see the section “Objects of the Issue” on

page 94.

Fees Payable to the Registrar to the Issue

The fees payable by our Company to the Registrar to the Issue for processing of application, data entry, printing

of CAN/refund order, Allotment Advice, preparation of refund data on magnetic tape, printing of bulk mailing

488

register will be as stated in the agreement dated September 9, 2014 signed among our Company and Registrar to

the Issue, a copy of which is available for inspection at the Registered Office.

The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery,

postage, stamp duty and communication expenses. Adequate funds will be provided to Registrar to the Issue to

enable it to send refund in any of the modes described in the Red Herring Prospectus or Allotment advice by

registered post/speed post.

Underwriting commission, brokerage and selling commission on Previous Issues

Since this is an initial public offering of our Company, no sum has been paid or is payable as commission or

brokerage for subscribing to or procuring or agreeing to procure subscription for any Equity Shares since

inception of our Company.

Particulars regarding Public or Rights Issues by our Company during the last five years

Our Company has not made any public or rights issues during the five years preceding the date of this Draft Red

Herring Prospectus.

Previous issues of the Equity Shares otherwise than for cash

Our Company has not issued any Equity Shares for consideration otherwise than for cash.

Previous capital issue during the previous three years by listed subsidiaries or associates of our Company

None of our Subsidiaries or associates are listed on any stock exchange.

Performance vis-à-vis objects – Public/Rights Issue of our Company and associates of our Company

Our Company or its associates have not undertaken any previous public or rights issue.

Outstanding Debentures or Bonds

Our Company does not have any outstanding debentures or bonds as of the date of this Draft Red Herring

Prospectus.

Outstanding Preference Shares

Our Company does not have any outstanding preference shares as on date of this Draft Red Herring Prospectus.

Stock Market Data of the Equity Shares

This being an initial public issue of our Company, the Equity Shares are not listed on any stock exchange.

Mechanism for Redressal of Investor Grievances

The Memorandum of Understanding between Registrar to the Issue and our Company provides for the retention

of records with Registrar to the Issue for a period of at least three years from the last date of despatch of the

letters of Allotment, demat credit and refund orders to enable the investors to approach Registrar to the Issue for

redressal of their grievances.

All grievances relating to the Issue may be addressed to Registrar to the Issue, giving full details such as name,

address of the applicant, number of the Equity Shares applied for, amount paid on application and the bank

branch or collection centre where the application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the

relevant SCSBs or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of

the Specified Locations or the relevant Registered Broker if the Bid was submitted through Registered Brokers,

as the case may be, giving full details such as name and address of the sole or the First Bidder, the Bid cum

Application Form number, Bidders’ DP ID, Client ID, PAN, number of the Equity Shares applied for, date of

Bid cum Application Form, name and address of the member of the Syndicate or the Registered Broker or the

Designated Branch, as the case may be, where the ASBA Bid was submitted and ASBA Account number in

which the amount equivalent to the Bid Amount was blocked.

489

The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications

or grievances of ASBA Bidders. Our Company, the BRLMs and the Registrar to the Issue accept no

responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with

its obligations under applicable SEBI Regulations.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or Registrar to the Issue or SCSB in

case of ASBA Bidders, for the redressal of routine investor grievances shall be 10 Working Days from the date

of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are

involved, our Company will seek to redress these complaints as expeditiously as possible.

Our Company has also appointed Shridhar Phadke, Company Secretary of our Company, as the Compliance

Officer for this Issue and he may be contacted in case of any pre-Issue or post-Issue related problems at the

following address:

A 412, boomerang

Chandivali Farm Road

Near Chandivali Studio

Andheri (East)

Mumbai 400 072

Tel: (91 22) 6120 4800

Fax: (91 22) 6120 4804

Email: cs@mepinfra.com

Our Company has not received any investor complaint during the three years preceding the date of the Draft

Red Herring Prospectus.

Changes in Auditors

Except as stated below, there have been no changes in the auditors of our Company during the three years

preceding the date of this Draft Red Herring Prospectus:

Name Date of Change Nature of Change Reason

B S R and Co. May 24, 2013 Appointment as joint

statutory auditors

As the scale of operations

of our Company

increased during the, our

Company had felt the

need for appointment of

another auditor.

Capitalisation of Reserves or Profits

Our Company has not capitalised its reserves or profits at any time during the last five years, except as stated in

the section “Capital Structure” on page 81.

Revaluation of Assets

Our Company has not revalued its assets in the last five years.

490

SECTION VII: ISSUE INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued pursuant to the Issue shall be subject to the provisions of the Companies Act,

the Memorandum and Articles of Association, the terms of the Red Herring Prospectus and the Prospectus, Bid

cum Application Form, the Revision Form, the CAN, the Allotment Advice and other terms and conditions as

may be incorporated in the Allotment Advices and other documents/ certificates that may be executed in respect

of the Issue. The Equity Shares shall also be subject to laws, guidelines, notifications and regulations relating to

the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government,

Stock Exchanges, RoC, RBI and/or other authorities, as in force on the date of the Issue and to the extent

applicable, or such other conditions as may be prescribed by SEBI, RBI, the Government of India, the Stock

Exchanges, the RoC and/or any other authorities while granting its approval for the Issue.

Ranking of the Equity Shares

The Equity Shares being issued in the Issue shall be subject to the provisions of Companies Act and

Memorandum and Articles of Association and shall rank pari-passu with the existing Equity Shares of our

Company including rights in respect of dividend. Allottees of the Equity Shares under this Issue will be entitled

to dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For

further details, see the section “Main Provisions of the Articles of Association” on page 550.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to its shareholders in accordance with the provisions of

Companies Act, Memorandum and Articles of Association and provisions of the Equity Listing Agreement to be

entered into with the Stock Exchanges.

Face Value and Issue Price

The face value of the Equity Shares is ` 10 each and the Issue Price is ` [●] per Equity Share. The Anchor

Investor Issue Price is ` [●] per Equity Share.

The Price Band and the minimum Bid Lot size for the Issue will be decided by our Company in consultation

with BRLMs and advertised in [●] edition of English national newspaper [●], [●] edition of Hindi national

newspaper [●], and [●] edition of regional language newspaper [●] each with wide circulation, at least five

Working Days prior to the Bid/ Issue Opening Date.

At any given point of time there shall be only one denomination for the Equity Shares.

Compliance with the SEBI Regulations

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholder

Subject to applicable laws, the equity shareholders shall have the following rights:

Right to receive dividends, if declared;

Right to attend general meetings and exercise voting powers, unless prohibited by law;

Right to vote on a poll either in person or by proxy;

Right to receive offers for rights shares and be allotted bonus shares, if announced;

Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

Right of free transferability subject to applicable law, including any RBI rules and regulations; and

491

Such other rights, as may be available to a shareholder of a listed public company under the Companies

Act, the terms of the Equity Listing Agreement and our Company’s Memorandum and Articles of

Association.

For a detailed description of the main provisions of the Articles of Association relating to voting rights,

dividend, forfeiture and lien and/or consolidation/splitting, see the section “Main Provisions of the Articles of

Association” on page 550.

Market Lot and Trading Lot

In terms of section 29 of Companies Act, 2013, the Equity Shares shall be Allotted only in dematerialised form.

As per the SEBI Regulations, the trading of the Equity Shares shall only be in dematerialised form. Since

trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in this

Issue will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of []

Equity Shares.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Mumbai.

Nomination Facility to Investor

In accordance with section 72 of the Companies Act, 2013, the sole or the First Bidder, along with other joint

Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint

Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person,

being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in

accordance with section 72 of Companies Act, 2013, be entitled to the same advantages to which he or she

would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,

the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to

Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a

sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the

manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the

Registered Office/Corporate Office of our Company or to the Registrar and Transfer Agent of our Company.

Any person who becomes a nominee by virtue of section 72 of the Companies Act, 2013, shall upon the

production of such evidence as may be required by the Board, elect either:

To register himself or herself as the holder of the Equity Shares; or

To make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself

or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days,

the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the

Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of the Equity Shares in the Issue will be made only in dematerialised form, there is no need

to make a separate nomination with our Company. Nominations registered with respective depository

participant of the applicant would prevail. If the investors require changing their nomination, they are requested

to inform their respective depository participant.

Minimum Subscription

If our Company does not receive (i) the minimum subscription of 90% of the Issue; and (ii) a subscription in the

Issue equivalent to at least 25% post-Issue paid up Equity Share capital of our Company (the minimum number

of securities as specified under Rule 19(2)(b)(i) of the SCRR), including devolvement of Underwriters, if any,

within sixty (60) days from the date of Bid/Issue Closing Date, our Company shall forthwith refund the entire

subscription amount received. If there is a delay beyond the prescribed time, our Company shall pay interest

prescribed under the Companies Act, 2013, the SEBI Regulations and applicable law.

492

Further, we shall ensure that the number of prospective Allotees to whom the Equity Shares will be Allotted

shall not be less than 1,000.

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.

Arrangement for disposal of Odd Lots

There are no arrangements for disposal of odd lots.

Restriction on transfer of the Equity Shares

Except for lock-in of the pre-Issue Equity Shares, Promoters’ minimum contribution and Anchor Investor lock-

in in the Issue as detailed in the section “Capital Structure” on page 81, and except as provided in the Articles of

Association, there are no restrictions on transfers of the Equity Shares. There are no restrictions on transmission

of shares and on their consolidation/ splitting except as provided in the Articles of Association. For details, see

the section “Main Provisions of the Articles of Association” on page 550.

Option to Receive Securities in Dematerialized Form

Pursuant to Section 29 of the Companies Act, 2013, the Equity Shares in the Issue shall be allotted only in

dematerialised form. Further, as per the SEBI Regulations, the trading of the Equity Shares shall only be in

dematerialised form.

493

ISSUE STRUCTURE

Issue of [●] Equity Shares for cash at a price of ` [●] per Equity Share (including share premium of ` [●] per

Equity Share) aggregating up to ` 3,600 million. The Issue will constitute [●]% of the post-Issue paid-up equity

share capital of our Company.

The Issue is being made through the Book Building Process.

QIBs# Non-Institutional Bidders Retail Individual

Bidders

Number of Equity

Shares*

At least [●] Equity Shares Not more than [●] Equity

Shares available for

allocation or Issue less

allocation to QIB Bidders

and Retail Individual

Bidders.

Not more than [●]

Equity Shares available

for allocation or Issue

less allocation to QIB

Bidders and Non-

Institutional Bidders.

Percentage of Issue

Size available for

Allotment/allocation

At least 75% of the Issue

Size being Allotted to

QIBs. However, up to 5%

of the QIB Portion

(excluding the Anchor

Investor Portion) will be

available for allocation

proportionately to Mutual

Funds only.

Not more than 15% of the

Issue or the Issue less

allocation to QIB Bidders

and Retail Individual

Bidders.

Not more than 10% of

the Issue or Issue less

allocation to QIB

Bidders and Non-

Institutional Bidders.

Basis of

Allotment/Allocation

if respective

category is

oversubscribed

Proportionate as follows

(excluding the Anchor

Investor Portion):

(a) [●] Equity Shares shall

be allocated on a

proportionate basis to

Mutual Funds only; and(c)

[●] Equity Shares shall be

allotted on a proportionate

basis to all QIBs including

Mutual Funds receiving

allocation as per (a) above.

Proportionate In the event, the Bids

received from Retail

Individual Bidders

exceeds [●] Equity

Shares, then the

maximum number of

Retail Individual

Bidders who can be

allocated/Allotted the

minimum Bid Lot will

be computed by

dividing the total

number of the Equity

Shares available for

allocation/Allotment to

Retail Individual

Bidders by the

minimum Bid Lot

(“Maximum RIB

Allottees”). The

allocation/Allotment to

Retail Individual

Bidders will then be

made in the following

manner:

In the event the

number of Retail

Individual Bidders

who have submitted

valid Bids in the

Issue is equal to or

less than Maximum

494

QIBs# Non-Institutional Bidders Retail Individual

Bidders

RIB Allottees, (i)

Retail Individual

Bidders shall be

allocated / Allotted

the minimum Bid

Lot; and (ii) the

balance Equity

Shares, if any,

remaining in the

Retail Portion shall

be allocated/

Allotted on a

proportionate basis

to the Retail

Individual Bidders

who have received

allocation/Allotment

as per (i) above for

less than the Equity

Shares Bid by them

(i.e. who have Bid

for more than the

minimum Bid Lot).

In the event the

number of Retail

Individual Bidders

who have submitted

valid Bids in the

Issue is more than

Maximum RIB

Allottees, the Retail

Individual Bidders

(in that category)

who will then be

allocated/ Allotted

minimum Bid Lot

shall be determined

on draw of lots

basis. In the event of

a draw of lots,

Allotment will only

be made to such

Retail Individual

Bidders who are

successful pursuant

to such draw of lots.

For details see, “Issue

Procedure” on page

498.

Minimum Bid Such number of the Equity

Shares that the Bid

Amount exceeds ` 200,000

and in multiples of []

Equity Shares thereafter.

Such number of the Equity

Shares that the Bid Amount

exceeds ` 200,000 and in

multiples of [] Equity

Shares thereafter.

[] Equity Shares and

in multiples of [●]

Equity Shares

thereafter

Maximum Bid Such number of Equity Such number of Equity Such number of Equity

495

QIBs# Non-Institutional Bidders Retail Individual

Bidders

Shares not exceeding the

Issue, subject to applicable

limits.

Shares not exceeding the

Issue, subject to applicable

limits.

Shares, whereby the

Bid Amount does not

exceed ` 200,000.

Mode of Allotment Compulsorily in

dematerialised form.

Compulsorily in

dematerialised form.

Compulsorily in

dematerialised form.

Bid Lot [●] Equity Shares and in

multiples of [●] Equity

Shares thereafter.

[●] Equity Shares and in

multiples of [●] Equity

Shares thereafter.

[●] Equity Shares and

in multiples of [●]

Equity Shares

thereafter.

Allotment Lot [●] Equity Shares and in

multiples of one Equity

Share thereafter

[●] Equity Shares and in

multiples of one Equity

Share thereafter

[●] Equity Shares and

in multiples of one

Equity Share thereafter

Trading Lot One Equity Share One Equity Share

One Equity Share

Who can Apply ** Public financial institutions

as specified in section 2(72)

of the Companies Act,

2013, scheduled

commercial banks, mutual

fund registered with SEBI,

FPIs other than category III

foreign portfolio investors,

FIIs and sub-account

registered with SEBI (other

than a sub-account which is

a foreign corporate or

foreign individual), VCFs,

AIFs, FVCIs, multilateral

and bilateral development

financial institutions, state

industrial development

corporation, insurance

company registered with

IRDA, provident fund

(subject to applicable law)

with minimum corpus of `

250 million, pension fund

with minimum corpus of `

250 million, in accordance

with applicable law and

National Investment Fund

set up by the Government

of India, insurance funds set

up and managed by army,

navy or air force of the

Union of India and

insurance funds set up and

managed by the Department

of Posts, India.

Resident Indian individuals,

Eligible NRIs, HUFs (in the

name of Karta), companies,

corporate bodies, scientific

institutions societies and

trusts, sub-accounts of FIIs

registered with SEBI, which

are foreign corporates or

foreign individuals, Category

III foreign portfolio

investors.

Resident Indian

individuals, Eligible

NRIs and HUFs (in the

name of Karta)

Terms of Payment Full Bid Amount shall be

payable at the time of

submission of Bid cum

Application Form.

(including for Anchor

Full Bid Amount shall be

payable at the time of

submission of Bid cum

Application Form.##

Full Bid Amount shall

be payable at the time

of submission of Bid

cum Application

Form.##

496

QIBs# Non-Institutional Bidders Retail Individual

Bidders

Investors*#

) ##

# Our Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor

Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors. For details, see the section “Issue Procedure” beginning

on page 498.

## In case of ASBA Bidders, the SCSB shall be authorised to block such funds in the bank account of the Bidder that are specified in the

Bid cum Application Form.

* Subject to valid Bids being received at or above the Issue Price. This Issue is being made in accordance with Rule 19(2)(b)(i) of the

SCRR, as amended and under the SEBI Regulations and is an offer for at least 25% of the fully diluted post- Issue equity share capital of our Company. This Issue will be made through the Book Building Process wherein at least 75% of the Issue will be Allotted on a

proportionate basis to QIBs, provided that our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion

to Anchor Investors on a discretionary basis. Out of the QIB Portion (excluding the Anchor Investor Portion), 5% will be available for allocation on a proportionate basis to Mutual Funds only. The remainder will be available for allocation on a proportionate basis to

QIBs (other than Anchor Investors) and Mutual Funds, subject to valid Bids being received from them at or above the Issue Price.

However, if the aggregate demand from Mutual Funds is less than [●] Equity Shares, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIB Bidders (other than

Anchor Investors) in proportion to their Bids. Further, not more than 15% of the Issue will be available for allocation on a

proportionate basis to Non-Institutional Bidders and not more than 10% of the Issue will be available for allocation to Retail

Individual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price. **

In case the Bid cum Application Form is submitted in joint names, the Bidders should ensure that the demat account is also held in the

same joint names and are in the same sequence in which they appear in the Bid cum Application Form.

*#

Bid Amount shall be payable by the Anchor Investors at the time of submission of the Bid cum Application Forms. The balance, if any,

shall be paid within the two Working Days of the Bid/Issue Closing Date

Under subscription, if any, in any category, except in the QIB category, would be met with spill-over from other

categories at the discretion of our Company, in consultation with BRLMs and the Designated Stock Exchange.

Withdrawal of the Issue

Our Company, in consultation with the BRLMs, reserve the right not to proceed with the Issue anytime after the

Bid/Issue Opening Date but before the Allotment of the Equity Shares. In such an event our Company would

issue a public notice in the newspapers in which the pre-Issue advertisements were published, within two days

of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. BRLMs, through the

Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of ASBA Bidders within one day of

receipt of such notification. Our Company shall also inform the same to Stock Exchanges on which the Equity

Shares are proposed to be listed.

If our Company withdraws the Issue after the Bid/Issue Closing Date and thereafter determine that they will

proceed with the issue of our Company’s Equity Shares, our Company shall file a fresh draft red herring

prospectus with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing

and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the

final RoC approval of the Prospectus after it is filed with RoC.

Bid/ Issue Programme

BID/ISSUE OPENS ON [●]*

BID/ISSUE CLOSES ON [●]**

* Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date in accordance with the SEBI Regulations. **

Our Company may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing

Date in accordance with the SEBI Regulations.

An indicative timetable in respect of the Issue is set out below:

Event Indicative Date

Bid/Issue Closing Date [●]

Finalisation of Basis of Allotment with the Designated Stock [●]

497

Event Indicative Date

Exchange

Initiation of refunds [●]

Credit of the Equity Shares to demat accounts of Allottees [●]

Commencement of trading of the Equity Shares on the Stock

Exchanges

[●]

The above timetable is indicative and does not constitute any obligation on our Company or the BRLMs.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the

listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within

12 Working Days of the Bid/Issue Closing Date, the timetable may change due to various factors, such as

extension of the Bid/Issue Period by our Company, revision of the Price Band or any delays in receiving

the final listing and trading approval from the Stock Exchanges. The commencement of trading of the

Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the

applicable laws.

Except in relation to the Bids received from Anchor Investors, Bids and any revision in Bids shall be accepted

only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) during the Bid/ Issue Period (except the

Bid/Issue Closing Date) as mentioned above at the bidding centres and the Designated Branches as mentioned

on the Bid cum Application Form. On the Bid/ Issue Closing Date, the Bids and any revision in the Bids shall be

accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until (i) 4.00 p.m. (IST) in case of

Bids by QIBs and Non-Institutional Bidders, and (ii) until 5.00 p.m. (IST) or such extended time as permitted by

the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of

applications received up to the closure of timings and reported by BRLMs to the Stock Exchanges. It is clarified

that the Bids not uploaded on the online IPO system would be rejected.

Due to limitation of time available for uploading Bids on the Bid/ Issue Closing Date, Bidders are advised to

submit their Bids one day prior to the Bid/ Issue Closing Date and no later than 1.00 p.m. (IST) on the Bid/ Issue

Closing Date. Any time mentioned in this Draft Red Herring Prospectus is Indian Standard Time. Bidders are

cautioned that in the event a large number of Bids are received on Bid/ Issue Closing Date, as is typically

experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that

cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only on Business

Days, i.e., Monday to Friday (excluding any public holiday). Neither our Company nor any member of

Syndicate is liable for any failure in uploading Bids due to faults in any software/hardware system or otherwise.

On Bid/ Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids

received by Retail Individual Bidders after taking into account the total number of Bids received and as reported

by BRLMs to the Stock Exchanges.

Our Company, in consultation with BRLMs, reserve the right to revise the Price Band during the Bid/ Issue

Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and Floor Price shall

not be less than the Face Value of the Equity Shares. The revision in Price Band shall not exceed 20% on the

either side i.e. the floor price can move up or down to the extent of 20% of the Floor Price and the Cap Price

will be revised accordingly.

In case of revision of the Price Band, the Bid/Issue Period will be extended for at least three additional

Working Days after revision of Price Band subject to Bid/ Issue Period not exceeding 10 Working Days.

Any revision in Price Band and the revised Bid/ Issue Period, if applicable, will be widely disseminated by

notification to the Stock Exchanges, by issuing a press release and also by indicating the changes on the

websites of BRLMs and at the terminals of Syndicate Members.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid

cum Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges

may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the

electronic book vis-à-vis the data contained in the physical or electronic Bid cum Application Form, for a

particular ASBA Bidder, the Registrar to the Issue shall ask the relevant SCSB or the member of the Syndicate

for rectified data.

498

ISSUE PROCEDURE

All Bidders should review the General Information Document for investing in public issues prepared and issued

in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI (the

“General Information Document”) included below under section “- Part B – General Information

Document”, which highlights the key rules, processes and procedures applicable to public issues in general in

accordance with the provisions of the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956, the

Securities Contracts (Regulation) Rules, 1957 and the SEBI Regulations. The General Information Document

has been updated to include reference to the Securities and Exchange Board of India (Foreign Portfolio

Investors) Regulations, 2014 and certain notified provisions of the Companies Act, 2013, to the extent

applicable to a public issue. The General Information Document is also available on the websites of the Stock

Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which

are applicable to the Issue.

Our Company and the BRLMs do not accept any responsibility for the completeness and accuracy of the

information stated in this section, and are not liable for any amendment, modification or change in the

applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to

make their independent investigations and ensure that their Bids are submitted in accordance with applicable

laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them

under applicable law or as specified in this Draft Red Herring Prospectus.

PART A

Book Building Procedure

The Issue is being made through the Book Building Process wherein at least 75% of the Issue shall be Allotted

to QIBs, provided that our Company may allocate up to 60% of the QIB Category to Anchor Investors on a

discretionary basis. 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for

allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category shall be

available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including

Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the Issue

cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more

than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and

not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with

the SEBI Regulations, subject to valid Bids being received at or above the Issue Price.

Under-subscription, if any, in any category, except in the QIB Category, would be allowed to be met with spill

over from any other category or combination of categories, at the discretion of our Company, the BRLMs and

the Designated Stock Exchange.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Bid cum Application Form

Please note that there is a common Bid cum Application Form for ASBA Bidders as well as for non-ASBA

Bidders. Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of

the BRLMs, the Syndicate Members, the Registered Brokers, the SCSBs and the Registered Office of our

Company. An electronic copy of the Bid cum Application Form will also be available on the websites of NSE

(www.nseindia.com) and BSE (www.bseindia.com). Physical Bid cum Application Forms for Anchor Investors

shall be made available at the offices of the BRLMs.

QIBs (other than Anchor Investors) and Non-Institutional Bidders shall mandatorily participate in the Issue only

through the ASBA process. Retail Individual Bidders can participate in the Issue through the ASBA process as

well as the non-ASBA process.

ASBA Bidders must provide bank account details in the relevant space provided in the Bid cum Application

Form and the Bid cum Application Form that does not contain such details are liable to be rejected. In relation to

non-ASBA Bidders, the bank account details shall be available from the depository account on the basis of the

DP ID, Client ID and PAN provided by the non-ASBA Bidders in their Bid cum Application Form.

499

Bidders shall ensure that the Bids are made on Bid cum Application Forms bearing the stamp of a member of

the Syndicate or the Registered Broker or the SCSBs, as the case may be, submitted at the Bidding centres only

(except in case of electronic Bid cum Application Forms) and the Bid cum Application Forms not bearing such

specified stamp are liable to be rejected.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum

Application Form*

Resident Indians and Eligible NRIs applying on a non-repatriation basis White

Eligible NRIs, FIIs, FPIs, QFIs or FVCIs, registered Multilateral and Bilateral

Development Financial Institutions applying on a repatriation basis

Blue

Anchor Investors White * Excluding electronic Bid cum Application Form

Who can Bid?

In addition to the category of Bidders set forth under “– General Information Document for Investing in

Public Issues – Category of Investors Eligible to Participate in an Issue”, the following persons are also

eligible to invest in the Equity Shares under all applicable laws, regulations and guidelines, including:

FPIs other than Category III foreign portfolio investor;

Category III foreign portfolio investors, which are foreign corporates or foreign individuals only under

the Non Institutional Investors (NIIs) category;

Scientific and/or industrial research organisations authorised in India to invest in the Equity Shares.

Participation by associates and affiliates of the BRLMs and the Syndicate Members

The BRLMs and the Syndicate Members shall not be allowed to purchase in this Issue in any manner, except

towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLMs and the

Syndicate Members may purchase the Equity Shares in the Issue, either in the QIB Category or in the Non-

Institutional Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and

such subscription may be on their own account or on behalf of their clients. All categories of investors,

including associates or affiliates of BRLMs and Syndicate Members, shall be treated equally for the purpose of

allocation to be made on a proportionate basis.

The BRLMs and any persons related to the BRLMs or the Promoters and the Promoter Group cannot apply in

the Issue under the Anchor Investor Portion.

Bids by Mutual Funds

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the

concerned schemes for which such Bids are made.

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity

related instruments of any single company provided that the limit of 10% shall not be applicable for

investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes

should own more than 10% of any company’s paid-up share capital carrying voting rights.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund

registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be

treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid

has been made.

500

Bids by Eligible NRIs

NRIs may obtain copies of Bid cum Application Form from the offices of the BRLMs, the Syndicate Members,

the Registered Brokers and the SCSBs. Only Bids accompanied by payment in Indian Rupees or freely

convertible foreign exchange will be considered for Allotment. Eligible NRIs (applying on a non-repatriation

basis) should make payments through Indian Rupee Drafts purchased abroad or cheques or bank drafts, for the

amount payable on application remitted through normal banking channels or out of funds held in Non-Resident

External (“NRE”) Accounts or Foreign Currency Non-Resident (“FCNR”) Accounts, maintained with banks

authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance,

or out of a Non-Resident Ordinary (“NRO”) Account. Payment by drafts should be accompanied by a bank

certificate confirming that the draft has been issued by debiting an NRE or FCNR or NRO Account.

Eligible NRIs intending to make payment through freely convertible foreign exchange and bidding on a

repatriation basis could make payments through Indian Rupee drafts purchased abroad or cheques or bank drafts

or by debits to their NRE or FCNR accounts, maintained with banks authorized by the RBI to deal in foreign

exchange. Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant

for Non-Residents (blue in colour), accompanied by a bank certificate confirming that the payment has been

made by debiting to the NRE or FCNR account, as the case may be. Payment for Bids by non-resident Bidder

bidding on a repatriation basis will not be accepted out of NRO accounts.

Non ASBA Bids by NRIs shall be submitted only in the locations specified in the Bid cum Application Form

Bids by FPIs, FIIs and QFIs

On January 7, 2014, SEBI notified the SEBI FPI Regulations pursuant to which the existing classes of portfolio

investors namely ‘foreign institutional investors’ and ‘qualified foreign investors’ will be subsumed under a new

category namely ‘foreign portfolio investors’ or ‘FPIs’. RBI on March 13, 2014 amended the FEMA

Regulations and laid down conditions and requirements with respect to investment by FPIs in Indian companies.

In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI shall be

deemed to be a registered FPI until the expiry of the block of three years for which fees have been paid as per

the SEBI FII Regulations. Accordingly, such FIIs can participate in this Issue in accordance with Schedule 2 of

the FEMA Regulations. An FII shall not be eligible to invest as an FII after registering as an FPI under the SEBI

FPI Regulations. Further, a QFI can continue to buy, sell or otherwise deal in securities until January 6, 2015 or

until the QFI obtains a certificate of registration as FPI, whichever is earlier. Such QFIs shall be eligible to

participate in this Issue in accordance with Schedule 8 of the FEMA Regulations and are required to Bid under

the Non-Institutional Bidders category.

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 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 the Board of

Directors followed by a special resolution passed by the Shareholders of our Company and subject to prior

intimation to RBI. In terms of the FEMA Regulations, 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.

The existing individual and aggregate investment limits an FII or sub account in our Company is 10% and 24%

of the total paid-up Equity Share capital of our Company, respectively.

Further, the existing individual and aggregate investment limits for QFIs in an Indian company are 5% and 10%

of the paid up capital of an Indian company, respectively.

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.

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

Regulation 22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio and unregulated

broad based funds, which are classified as Category II foreign portfolio investor by virtue of their investment

manager being appropriately regulated, may issue 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

501

by a FPI against securities held by it that are listed or proposed to be listed on any recognised stock exchange in

India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are

issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative

instruments are issued after compliance with ‘know your client’ norms. An FPI is also required to ensure that no

further 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.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI VCF Regulations and the SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on

the VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among others, the

investment restrictions on AIFs.

Accordingly, the holding by any individual VCF registered with SEBI in one venture capital undertaking should

not exceed 25% of the corpus of the VCF. Further, VCFs can invest only up to 33.33% of the investible funds

by way of subscription to an initial public offering.

The category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III

AIF cannot invest more than 10% of the corpus in one investee company. A venture capital fund registered as a

category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd

of its corpus by way of

subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not

re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF Regulations.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act,

2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008,

must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any

Bid without assigning any reason thereof.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of

registration issued by IRDA must be attached to the Bid cum Application Form. Failing this, our Company

reserves the right to reject any Bid without assigning any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority

(Investment) Regulations, 2000 are broadly set forth below:

(a) equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value)

or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general

insurer or reinsurer;

(b) the entire group of the investee company: the least of 10% of the respective fund in case of a life

insurer or 10% of investment assets in case of a general insurer or reinsurer (25% in case of ULIPs);

and

(c) the industry sector in which the investee company operates: 10% of the insurer’s total investment

exposure to the industry sector (25% in case of ULIPs).

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of

registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required

to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid

without assigning any reason.

The investment limit for banking companies as per the Banking Regulation Act, 1949, as amended, is 30.00% of

the paid up share capital of the investee company or 30.00% of the banks’ own paid up share capital and

reserves, whichever is less (except in certain specified exceptions, such as setting up or investing in a subsidiary,

which requires RBI approval). Further, the RBI Master Circular of July 2, 2013 sets forth prudential norms

required to be followed for classification, valuation and operation of investment portfolio of banking companies.

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Bids by provident funds/pension funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ` 250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident

fund/ pension fund must be attached to the Bid cum Application Form. Failing this, our Company reserves the

right to reject any Bid, without assigning any reason thereof.

The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not

liable for any amendments or modification or changes in applicable laws or regulations, which may occur

after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent

investigations and ensure that any single Bid from them does not exceed the applicable investment limits

or maximum number of the Equity Shares that can be held by them under applicable law or regulation or

as specified in this Draft Red Herring Prospectus.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered

societies, FIIs, Mutual Funds, Eligible QFIs, insurance companies and provident funds with a minimum corpus

of ` 250 million (subject to applicable law) and pension funds with a minimum corpus of ` 250 million, a

certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a

certified copy of the memorandum of association and articles of association and/or bye laws must be lodged

along with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any

Bid in whole or in part, in either case, without assigning any reasons thereof.

In addition to the above, certain additional documents are required to be submitted by the following entities:

(a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate

must be lodged along with the Bid cum Application Form.

(b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development

Authority, in addition to the above, a certified copy of the certificate of registration issued by the

Insurance Regulatory and Development Authority must be lodged along with the Bid cum Application

Form.

(c) With respect to Bids made by provident funds with a minimum corpus of ` 250 million (subject to

applicable law) and pension funds with a minimum corpus of ` 250 million, a certified copy of a

certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be

lodged along with the Bid cum Application Form.

(d) With respect to Bids made by limited liability partnerships registered under the Limited Liability

Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability

Partnership Act, 2008, must be attached to the Bid cum Application Form.

(e) Our Company, in its absolute discretion, reserves the right to relax the above condition of simultaneous

lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and

conditions that our Company and the BRLMs may deem fit.

General Instructions

Do’s:

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable

law;

2. Ensure that you have Bid within the Price Band;

3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

4. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository

account is active, as Allotment of the Equity Shares will be in the dematerialised form only;

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5. Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of the

Syndicate or Registered Broker or SCSB (except in case of electronic forms) or with respect to ASBA

Bidders, ensure that your Bid is submitted either to a member of the Syndicate (in the Specified

Locations), a Designated Branch of the SCSB where the ASBA Bidder or the person whose bank

account will be utilised by the ASBA Bidder for bidding has a bank account, or to a Registered Broker

at the Broker Centres.

6. In relation to the ASBA Bids, ensure that your Bid cum Application Form is submitted either at a

Designated Branch of a SCSB where the ASBA Account is maintained or with the Syndicate in the

Specified Locations or with a Registered Broker at the Broker Centres, and not to the Escrow

Collecting Banks (assuming that such bank is not a SCSB) or to our Company or the Registrar to the

Issue;

7. With respect to the ASBA Bids, ensure that the Bid cum Application Form is signed by the account

holder in case the applicant is not the account holder. Ensure that you have mentioned the correct bank

account number in the Bid cum Application Form;

8. QIBs (other than Anchor Investors) and the Non-Institutional Bidders should submit their Bids through

the ASBA process only;

9. With respect to Bids by SCSBs, ensure that you have a separate account in your own name with any

other SCSB having clear demarcated funds for applying under the ASBA process and that such

separate account (with any other SCSB) is used as the ASBA Account with respect to your Bid;

10. Ensure that you request for and receive a TRS for all your Bid options;

11. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB

before submitting the Bid cum Application Form under the ASBA process to the respective member of

the Syndicate (in the Specified Locations), the SCSBs or the Registered Broker (at the Broker Centres);

12. Ensure that you have funds equal to the Bid Amount in your bank account before submitting the Bid

cum Application Form under non-ASBA process to the Syndicate or the Registered Brokers;

13. With respect to non-ASBA Bids, ensure that the full Bid Amount is paid for the Bids and with respect

to ASBA Bids, ensure funds equivalent to the Bid Amount are blocked;

14. Instruct your respective banks to not release the funds blocked in the ASBA Account under the ASBA

process;

15. Submit revised Bids to the same member of the Syndicate, SCSB or Registered Broker, as applicable,

through whom the original Bid was placed and obtain a revised TRS;

16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the

courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their

PAN for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim,

who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for

transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act.

The exemption for the Central or the State Government and officials appointed by the courts and for

investors residing in the State of Sikkim is subject to (a) the demographic details received from the

respective depositories confirming the exemption granted to the beneficiary owner by a suitable

description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the

case of residents of Sikkim, the address as per the demographic details evidencing the same;

17. Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all

respects;

18. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth

Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special

Executive Magistrate under official seal.

19. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum

Application Forms.

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20. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s)

in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid

cum Application Form should contain only the name of the First Bidder whose name should also

appear as the first holder of the beneficiary account held in joint names;

21. Ensure that the category and sub-category is indicated;

22. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc.,

relevant documents are submitted;

23. Ensure that Bids submitted by any person outside India should be in compliance with applicable

foreign and Indian laws;

24. Ensure that the DP ID, the Client ID and the PAN mentioned in the Bid cum Application Form and

entered into the online IPO system of the stock exchanges by the Syndicate, the SCSBs or the

Registered Brokers, as the case may be, match with the DP ID, Client ID and PAN available in the

Depository database;

25. In relation to the ASBA Bids, ensure that you use the Bid cum Application Form bearing the stamp of

the Syndicate (in the Specified Locations) and/or relevant SCSB and/ or the Designated Branch and/ or

the Registered Broker at the Broker Centres (except in case of electronic forms);

26. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as

per the Bid cum Application Form and the Red Herring Prospectus;

27. ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum Application

Form is submitted to a member of the Syndicate only in the Specified Locations and that the SCSB

where the ASBA Account, as specified in the Bid cum Application Form, is maintained has named at

least one branch at that location for the Syndicate to deposit Bid cum Application Forms (a list of such

branches is available on the website of SEBI at http://www.sebi.gov.in). ASBA Bidders bidding

through a Registered Broker should ensure that the SCSB where the ASBA Account, as specified in the

Bid cum Application Form, is maintained has named at least one branch at that location for the

Registered Brokers to deposit Bid cum Application Forms;

28. Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form;

29. In relation to the ASBA Bids, ensure that you have correctly signed the authorization/undertaking box

in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB via the

electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in

the Bid cum Application Form; and

30. In relation to the ASBA Bids, ensure that you receive an acknowledgement from the Designated

Branch of the SCSB or from the member of the Syndicate in the Specified Locations or from the

Registered Broker at the Broker Centres, as the case may be, for the submission of your Bid cum

Application Form.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied

with.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;

3. Do not Bid on another Bid cum Application Form after you have submitted a Bid to the Syndicate, the

SCSBs or the Registered Brokers, as applicable;

4. Do not pay the Bid Amount in cash, by money order or by postal order or by stockinvest;

5. Do not send Bid cum Application Forms by post; instead submit the same to the Syndicate, the SCSBs

or the Registered Brokers only;

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6. Do not submit the Bid cum Application Forms to the Escrow Collection Bank(s) (assuming that such

bank is not a SCSB), our Company or the Registrar to the Issue;

7. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the Syndicate, the

Registered Brokers or the SCSBs;

8. Anchor Investors should not Bid through the ASBA process;

9. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

10. Do not Bid for a Bid Amount exceeding ` 200,000 (for Bids by Retail Individual Bidders);

11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size

and/ or investment limit or maximum number of the Equity Shares that can be held under the

applicable laws or regulations or maximum amount permissible under the applicable regulations;

12. Do not submit the GIR number instead of the PAN;

13. Do not submit the Bids without the full Bid Amount;

14. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary

account which is suspended or for which details cannot be verified by the Registrar to the Issue;

15. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid

cum Application Forms in a colour prescribed for another category of Bidder;

16. If you are a QIB, do not submit your Bid after 3.00 pm on the Bid/Issue Closing Date for QIBs;

17. If you are a Non-Institutional Bidder or Retail Individual Bidder, do not submit your Bid after 3.00 pm

on the Bid/Issue Closing Date;

18. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872;

19. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or

the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor;

20. Do not submit more than five Bid cum Application Forms per ASBA Account;

21. Do not submit ASBA Bids to a member of the Syndicate at a location other than the Specified

Locations or to the brokers other than the Registered Brokers at a location other than the Broker

Centres;

22. Do not submit ASBA Bids to a member of the Syndicate in the Specified Locations unless the SCSB

where the ASBA Account is maintained, as specified in the Bid cum Application Form, has named at

least one branch in the relevant Specified Location, for the Syndicate to deposit Bid cum Application

Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in); and

23. Do not submit ASBA Bids to a Registered Broker unless the SCSB where the ASBA Account is

maintained, as specified in the Bid cum Application Form, has named at least one branch in that

location for the Registered Broker to deposit the Bid cum Application Forms.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied

with.

Payment instructions

In terms of RBI circular no. DPSS.CO.CHD.No./133/04.07.05/2013-14 dated July 16, 2013, non-CTS cheques

are processed in three CTS centres in separate clearing session. This separate clearing session will operate thrice

a week up to April 30, 2014, thereafter twice a week up to October 31, 2014 and once a week from November 1,

2014 onwards. In order to enable listing and trading of Equity Shares within 12 Working Days of the Bid/Issue

Closing Date, investors are advised to use CTS cheques or use the ASBA facility to make payment.

INVESTORS ARE CAUTIONED THAT BID CUM APPLICATION FORMS ACCOMPANIED BY

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NON-CTS CHEQUES ARE LIABLE TO BE REJECTED DUE TO ANY DELAY IN CLEARING

BEYOND SIX WORKING DAYS FROM THE BID/ISSUE CLOSING DATE.

Please note that in the event of a delay six working days from the Bid/Issue Closing Date in clearing the

cheques accompanying the Bid cum Application Form, for any reason whatsoever (including but not

limited to any material calamities or any extension by the bank on the time period for clearing with

permission of RBI or otherwise), such Bid cum Application Form will be liable to be rejected.

Payment into Escrow Account for non-ASBA Bidders

The payment instruments for payment into the Escrow Account should be drawn in favour of:

(a) In case of resident Retail Individual Bidders: “[●]”

(b) In case of Non-Resident Retail Individual Bidders: “[●]”

For Anchor Investors, the payment instruments for payment into the Escrow Account should be drawn in favour

of:

(a) In case of resident Anchor Investors: “[●]”

(b) In case of Non-Resident Anchor Investors: “[●]”

Pre- Issue Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after registering the Red Herring

Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in:

(i) English national newspaper [●]; (ii) Hindi national newspaper [●]; and (iii) Marathi newspaper [●], each with

wide circulation.

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company and the Syndicate intend to enter into an Underwriting Agreement after the finalisation

of the Issue Price.

(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the

RoC in accordance with the applicable law, which then would be termed as the ‘Prospectus’. The

Prospectus will contain details of the Issue Price, the Anchor Investor Issue Price, Issue size, and

underwriting arrangements and will be complete in all material respects.

Undertakings by our Company

Our Company undertakes the following that:

if our Company does not proceed with the Issue, the reason thereof shall be given as a public notice to

be issued by our Company within two days of the Bid/Issue Closing Date. The public notice shall be

issued in the same newspapers where the pre-Issue advertisements were published. The stock

exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly;

if our Company withdraws the Issue after the Bid/Issue Closing Date, our Company shall be required to

file a fresh offer document with the RoC/ SEBI, in the event our Company subsequently decides to

proceed with the Issue;

the complaints received in respect of the Issue shall be attended to by our Company expeditiously and

satisfactorily;

all steps for completion of the necessary formalities for listing and commencement of trading at all the

Stock Exchanges where the Equity Shares are proposed to be listed are taken within 12 Working Days

of the Bid/Issue Closing Date;

the funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be

made available to the Registrar to the Issue by our Company;

507

where refunds are made through electronic transfer of funds, a suitable communication shall be sent to

the applicant within 15 days from the Bid/Issue Closing Date, giving details of the bank where refunds

shall be credited along with amount and expected date of electronic credit of refund;

the certificates of the securities/ refund orders to Eligible NRIs shall be despatched within specified

time;

other than the Private Placement, no further issue of the Equity Shares shall be made till the Equity

Shares offered through the Red Herring Prospectus are listed or until the Bid monies are refunded on

account of non-listing, under-subscription, etc.;

adequate arrangements shall be made to collect all Bid cum Application Forms under the ASBA

process and to consider them similar to non-ASBA Bids while finalising the Basis of Allotment.

Utilisation of Issue proceeds

The Board of Directors certify that:

all monies received out of the Issue shall be credited/transferred to a separate bank account other than

the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013;

details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till the

time any part of the Issue proceeds remains unutilised, under an appropriate head in the balance sheet

of our Company indicating the purpose for which such monies have been utilised;

details of all unutilised monies out of the Issue, if any shall be disclosed under an appropriate separate

head in the balance sheet indicating the form in which such unutilised monies have been invested;

the utilisation of monies received under the Promoters’ contribution, if any, shall be disclosed, and

continue to be disclosed till the time any part of the Issue proceeds remains unutilised, under an

appropriate head in the balance sheet of our Company indicating the purpose for which such monies

have been utilised; and

the details of all unutilised monies out of the funds received under the Promoters’ contribution, if any,

shall be disclosed under a separate head in the balance sheet of our Company indicating the form in

which such unutilised monies have been invested.

Our Company declares that all monies received out of the Issue shall be credited/ transferred to a separate bank

account other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013.

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PART B

General Information Document for Investing in Public Issues

This General Information Document highlights the key rules, processes and procedures applicable to public

issues in accordance with the provisions of the Companies Act, 2013 (to the extent notified and in effect), the

Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon the

notification of the Companies Act, 2013), the Securities Contracts (Regulation) Act, 1956, the Securities

Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009. Bidders/Applicants should not construe the contents of this

General Information Document as legal advice and should consult their own legal counsel and other advisors in

relation to the legal matters concerning the Issue. For taking an investment decision, the Bidders/Applicants

should rely on their own examination of the Issuer and the Issue, and should carefully read the Red Herring

Prospectus/Prospectus before investing in the Issue.

SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)

This document is applicable to the public issues undertaken through the Book-Building process as well as to the

Fixed Price Issues. The purpose of the “General Information Document for Investing in Public Issues” is to

provide general guidance to potential Bidders/Applicants in IPOs and FPOs, on the processes and procedures

governing IPOs and FPOs, undertaken in accordance with the provisions of the Securities and Exchange Board

of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI ICDR Regulations, 2009”).

Bidders/Applicants should note that investment in equity and equity related securities involves risk and

Bidder/Applicant should not invest any funds in the Issue unless they can afford to take the risk of losing their

investment. The specific terms relating to securities and/or for subscribing to securities in an Issue and the

relevant information about the Issuer undertaking the Issue are set out in the Red Herring Prospectus (“RHP”)/

Prospectus filed by the Issuer with the Registrar of Companies (“RoC”). Bidders/Applicants should carefully

read the entire RHP/Prospectus and the Bid cum Application Form/Application Form and the Abridged

Prospectus of the Issuer in which they are proposing to invest through the Issue. In case of any difference in

interpretation or conflict and/or overlap between the disclosure included in this document and the

RHP/Prospectus, the disclosures in the RHP/Prospectus shall prevail. The RHP/Prospectus of the Issuer is

available on the websites of stock exchanges, on the website(s) of the BRLM(s) to the Issue and on the website

of Securities and Exchange Board of India (“SEBI”) at www.sebi.gov.in.

For the definitions of capitalized terms and abbreviations used herein Bidders/Applicants may refer to the

section “Glossary and Abbreviations”.

SECTION 2: BRIEF INTRODUCTION TO IPOs/FPOs

2.1 Initial public offer (IPO)

An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and

may include an Offer for Sale of specified securities to the public by any existing holder of such

securities in an unlisted Issuer.

For undertaking an IPO, an Issuer is inter-alia required to comply with the eligibility requirements of

in terms of either Regulation 26(1) or Regulation 26(2) of the SEBI ICDR Regulations, 2009. For

details of compliance with the eligibility requirements by the Issuer Bidders/Applicants may refer to

the RHP/Prospectus.

2.2 Further public offer (FPO)

An FPO means an offer of specified securities by a listed Issuer to the public for subscription and may

include Offer for Sale of specified securities to the public by any existing holder of such securities in a

listed Issuer.

For undertaking an FPO, the Issuer is inter-alia required to comply with the eligibility requirements in

terms of Regulation 26/27 of SEBI ICDR Regulations, 2009. For details of compliance with the

eligibility requirements by the Issuer Bidders/Applicants may refer to the RHP/Prospectus.

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2.3 Other Eligibility Requirements:

In addition to the eligibility requirements specified in paragraphs 2.1 and 2.2, an Issuer proposing to

undertake an IPO or an FPO is required to comply with various other requirements as specified in the

SEBI ICDR Regulations, 2009, the Companies Act, 2013 (to the extent notified and in effect), the

Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon

the notification of the Companies Act, 2013), the Securities Contracts (Regulation) Rules, 1957 (the

“SCRR”), industry-specific regulations, if any, and other applicable laws for the time being in force.

For details in relation to the above Bidders/Applicants may refer to the RHP/Prospectus.

2.4 Types of Public Issues – Fixed Price Issues and Book Built Issues

In accordance with the provisions of the SEBI ICDR Regulations, 2009, an Issuer can either determine

the Issue Price through the Book Building Process (“Book Built Issue”) or undertake a Fixed Price

Issue (“Fixed Price Issue”). An Issuer may mention Floor Price or Price Band in the RHP (in case of a

Book Built Issue) and a Price or Price Band in the Draft Prospectus (in case of a fixed price Issue) and

determine the price at a later date before registering the Prospectus with the Registrar of Companies.

The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall

announce the Price or the Floor Price or the Price Band through advertisement in all newspapers in

which the pre-issue advertisement was given at least five Working Days before the Bid/Issue Opening

Date, in case of an IPO and at least one Working Day before the Bid/Issue Opening Date, in case of an

FPO.

The Floor Price or the Issue price cannot be lesser than the face value of the securities.

Bidders/Applicants should refer to the RHP/Prospectus or Issue advertisements to check whether the

Issue is a Book Built Issue or a Fixed Price Issue.

2.5 ISSUE PERIOD

The Issue may be kept open for a minimum of three Working Days (for all category of

Bidders/Applicants) and not more than ten Working Days. Bidders/Applicants are advised to refer to

the Bid cum Application Form and Abridged Prospectus or RHP/Prospectus for details of the Bid/Issue

Period. Details of Bid/Issue Period are also available on the website of Stock Exchange(s).

In case of a Book Built Issue, the Issuer may close the Bid/Issue Period for QIBs one Working Day

prior to the Bid/Issue Closing Date if disclosures to that effect are made in the RHP. In case of revision

of the Floor Price or Price Band in Book Built Issues the Bid/Issue Period may be extended by at least

three Working Days, subject to the total Bid/Issue Period not exceeding 10 Working Days. For details

of any revision of the Floor Price or Price Band, Bidders/Applicants may check the announcements

made by the Issuer on the websites of the Stock Exchanges and the BRLM(s), and the advertisement in

the newspaper(s) issued in this regard.

2.6 FLOWCHART OF TIMELINES

A flow chart of process flow in Fixed Price and Book Built Issues is as follows. Bidders/Applicants

may note that this is not applicable for Fast Track FPOs.:

In case of Issue other than Book Build Issue (Fixed Price Issue) the process at the following of

the below mentioned steps shall be read as:

i. Step 7 : Determination of Issue Date and Price

ii. Step 10: Applicant submits ASBA Application Form with Designated Branch of

SCSB and Non-ASBA forms directly to collection Bank and not to Broker.

iii. Step 11: SCSB uploads ASBA Application details in Stock Exchange Platform

iv. Step 12: Issue period closes

v. Step 15: Not Applicable

51

0

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SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE

Each Bidder/Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain

categories of Bidders/Applicants, such as NRIs, FII’s, FPIs, QFIs and FVCIs may not be allowed to Bid/Apply

in the Issue or to hold Equity Shares, in excess of certain limits specified under applicable law.

Bidders/Applicants are requested to refer to the RHP/Prospectus for more details.

Subject to the above, an illustrative list of Bidders/Applicants is as follows:

Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872,

in single or joint names (not more than three);

Bids/Applications belonging to an account for the benefit of a minor (under guardianship);

Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/Applicant should

specify that the Bid is being made in the name of the HUF in the Bid cum Application

Form/Application Form as follows: “Name of sole or first Bidder/Applicant: XYZ Hindu Undivided

Family applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs

may be considered at par with Bids/Applications from individuals;

Companies, corporate bodies and societies registered under applicable law in India and authorised to

invest in equity shares;

QIBs;

NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;

Qualified Foreign Investors subject to applicable law;

Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and

the SEBI ICDR Regulations, 2009 and other laws, as applicable);

FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or

foreign individual, bidding under the QIBs category;

Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only

under the Non Institutional Investors (NIIs) category;

FPIs other than Category III foreign portfolio investors bidding under the QIBs category;

FPIs which are Category III foreign portfolio investors, bidding under the NIIs category;

Trusts/societies registered under the Societies Registration Act, 1860, or under any other law relating

to trusts/societies and who are authorised under their respective constitutions to hold and invest in

equity shares;

Limited liability partnerships registered under the Limited Liability Partnership Act, 2008; and

Any other person eligible to Bid/Apply in the Issue, under the laws, rules, regulations, guidelines and

policies applicable to them and under Indian laws.

As per the existing regulations, OCBs are not allowed to participate in an Issue.

SECTION 4: APPLYING IN THE ISSUE

Book Built Issue: Bidders should only use the specified Bid cum Application Form either bearing the stamp of

a member of the Syndicate or bearing a stamp of the Registered Broker or stamp of SCSBs as available or

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downloaded from the websites of the Stock Exchanges.

Bid cum Application Forms are available with the members of the Syndicate, Registered Brokers, Designated

Branches of the SCSBs and at the registered office of the Issuer. Electronic Bid cum Application Forms will be

available on the websites of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date. For

further details regarding availability of Bid cum Application Forms, Bidders may refer to the RHP/Prospectus.

Fixed Price Issue: Applicants should only use the specified cum Application Form either bearing the stamp of

Collection Bank(s) or SCSBs as available or downloaded from the websites of the Stock Exchanges.

Application Forms are available with the Branches of Collection Banks or Designated Branches of the SCSBs

and at the registered office of the Issuer. For further details regarding availability of Application Forms,

Applicants may refer to the Prospectus.

Bidders/Applicants should ensure that they apply in the appropriate category. The prescribed color of the Bid

cum Application Form for various categories of Bidders/Applicants is as follows:

Category Color of the Bid cum

Application Form

Resident Indian, Eligible NRIs applying on a non repatriation basis White

NRIs, FVCIs, FIIs, their Sub-Accounts (other than Sub-Accounts which are foreign

corporate(s) or foreign individuals bidding under the QIB), FPIs, QFIs, on a

repatriation basis

Blue

Anchor Investors (where applicable) & Bidders/Applicants bidding/applying in the

reserved category

[As specified by the

Issuer]

Securities Issued in an IPO can only be in dematerialized form in compliance with Section 29 of the Companies

Act, 2013. Bidders/Applicants will not have the option of getting the allotment of specified securities in

physical form. However, they may get the specified securities rematerialised subsequent to allotment.

4.1 INSTRUCTIONS FOR FILING THE BID CUM APPLICATION FORM/ APPLICATION

FORM

Bidders/Applicants may note that forms not filled completely or correctly as per instructions provided

in this GID, the RHP and the Bid cum Application Form/Application Form are liable to be rejected.

Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the

Bid cum Application Form. Specific instructions for filling various fields of the Resident Bid cum

Application Form and Non-Resident Bid cum Application Form and samples are provided below.

The samples of the Bid cum Application Form for resident Bidders and the Bid cum Application Form

for non-resident Bidders are reproduced below:

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4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST

BIDDER/APPLICANT

(a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as

the name in which the Depository Account is held.

(b) Mandatory Fields: Bidders/Applicants should note that the name and address fields are

compulsory and e-mail and/or telephone number/mobile number fields are optional.

Bidders/Applicants should note that the contact details mentioned in the Bid-cum Application

Form/Application Form may be used to dispatch communications(including refund orders and

letters notifying the unblocking of the bank accounts of ASBA Bidders/Applicants) in case

the communication sent to the address available with the Depositories are returned

undelivered or are not available. The contact details provided in the Bid cum Application

Form may be used by the Issuer, the members of the Syndicate, the Registered Broker and the

Registrar to the Issue only for correspondence(s) related to an Issue and for no other purposes.

(c) Joint Bids/Applications: In the case of Joint Bids/Applications, the Bids /Applications

should be made in the name of the Bidder/Applicant whose name appears first in the

Depository account. The name so entered should be the same as it appears in the Depository

records. The signature of only such first Bidder/Applicant would be required in the Bid cum

Application Form/Application Form and such first Bidder/Applicant would be deemed to

have signed on behalf of the joint holders All payments may be made out in favor of the

Bidder/Applicant whose name appears in the Bid cum Application Form/Application Form or

the Revision Form and all communications may be addressed to such Bidder/Applicant and

may be dispatched to his or her address as per the Demographic Details received from the

Depositories.

(d) Impersonation: Attention of the Bidders/Applicants is specifically drawn to the provisions of

sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for

acquiring, or subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or

in different combinations of his name or surname for acquiring or subscribing for

its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer

of, securities to him, or to any other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment

for a term which shall not be less than six months extending up to 10 years (provided that

where the fraud involves public interest, such term shall not be less than three years) and fine

of an amount not less than the amount involved in the fraud, extending up to three times of

such amount.

(e) Nomination Facility to Bidder/Applicant: Nomination facility is available in accordance

with the provisions of Section 72 of the Companies Act, 2013. In case of allotment of the

Equity Shares in dematerialized form, there is no need to make a separate nomination as the

nomination registered with the Depository may prevail. For changing nominations, the

Bidders/Applicants should inform their respective DP.

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4.1.2 FIELD NUMBER 2: PAN NUMBER OF SOLE/FIRST BIDDER/APPLICANT

(a) PAN (of the sole/ first Bidder/Applicant) provided in the Bid cum Application

Form/Application Form should be exactly the same as the PAN of the person(s) in whose

name the relevant beneficiary account is held as per the Depositories’ records.

(b) PAN is the sole identification number for participants transacting in the securities market

irrespective of the amount of transaction except for Bids/Applications on behalf of the Central

or State Government, Bids/Applications by officials appointed by the courts and

Bids/Applications by Bidders/Applicants residing in Sikkim (“PAN Exempted

Bidders/Applicants”). Consequently, all Bidders/Applicants, other than the PAN Exempted

Bidders/Applicants, are required to disclose their PAN in the Bid cum Application

Form/Application Form, irrespective of the Bid/Application Amount. A Bid cum Application

Form/Application Form without PAN, except in case of Exempted Bidders/Applicants, is

liable to be rejected. Bids/Applications by the Bidders/Applicants whose PAN is not available

as per the Demographic Details available in their Depository records, are liable to be rejected.

(c) The exemption for the PAN Exempted Bidders/Applicants is subject to (a) the Demographic

Details received from the respective Depositories confirming the exemption granted to the

beneficiary owner by a suitable description in the PAN field and the beneficiary account

remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the

Demographic Details evidencing the same.

(d) Bid cum Application Forms/Application Forms which provide the General Index Register

Number instead of PAN may be rejected.

(e) Bids/Applications by Bidders whose demat accounts have been ‘suspended for credit’ are

liable to be rejected pursuant to the circular issued by SEBI on July 29, 2010, bearing number

CIR/MRD/DP/22/2010. Such accounts are classified as “Inactive demat accounts” and

demographic details are not provided by depositories.

4.1.3 FIELD NUMBER 3: BIDDERS/APPLICANTS DEPOSITORY ACCOUNT DETAILS

(a) Bidders/Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid

cum Application Form/Application Form. The DP ID and Client ID provided in the Bid cum

Application Form/Application Form should match with the DP ID and Client ID available in

the Depository database, otherwise, the Bid cum Application Form/Application Form is

liable to be rejected.

(b) Bidders/Applicants should ensure that the beneficiary account provided in the Bid cum

Application Form/Application Form is active.

(c) Bidders/Applicants should note that on the basis of DP ID and Client ID as provided in the

Bid cum Application Form/Application Form, the Bidder/Applicant may be deemed to have

authorized the Depositories to provide to the Registrar to the Issue, any requested

Demographic Details of the Bidder/Applicant as available on the records of the depositories.

These Demographic Details may be used, among other things, for giving refunds and

allocation advice (including through physical refund warrants, direct credit, NECS, NEFT and

RTGS), or unblocking of ASBA Account or for other correspondence(s) related to an Issue.

Please note that refunds, on account of our Company not receiving the minimum subscription

of 90% of the Issue, shall be credited only to the bank account from which the Bid Amount

was remitted to the Escrow Bank.

(d) Bidders/Applicants are, advised to update any changes to their Demographic Details as

available in the records of the Depository Participant to ensure accuracy of records. Any delay

resulting from failure to update the Demographic Details would be at the Bidders/Applicants’

sole risk.

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4.1.4 FIELD NUMBER 4: BID OPTIONS

(a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be

disclosed in the Prospectus/RHP by the Issuer. The Issuer is required to announce the Floor

Price or Price Band, minimum Bid Lot and Discount (if applicable) by way of an

advertisement in at least one English, one Hindi and one regional newspaper, with wide

circulation, at least five Working Days before Bid/Issue Opening Date in case of an IPO, and

at least one Working Day before Bid/Issue Opening Date in case of an FPO.

(b) The Bidders may Bid at or above Floor Price or within the Price Band for IPOs /FPOs

undertaken through the Book Building Process. In the case of Alternate Book Building

Process for an FPO, the Bidders may Bid at Floor Price or any price above the Floor Price

(For further details bidders may refer to (Section 5.6 (e))

(c) Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders

can Bid at the Cut-off Price indicating their agreement to Bid for and purchase the Equity

Shares at the Issue Price as determined at the end of the Book Building Process. Bidding at

the Cut-off Price is prohibited for QIBs and NIIs and such Bids from QIBs and NIIs may be

rejected.

(d) Minimum Application Value and Bid Lot: The Issuer in consultation with the BRLMs may

decide the minimum number of Equity Shares for each Bid to ensure that the minimum

application value is within the range of ` 10,000 to ` 15,000. The minimum Bid Lot is

accordingly determined by an Issuer on basis of such minimum application value.

(e) Allotment: The allotment of specified securities to each RII shall not be less than the

minimum Bid Lot, subject to availability of shares in the RII category, and the remaining

available shares, if any, shall be allotted on a proportionate basis. For details of the Bid Lot,

bidders may to the RHP/Prospectus or the advertisement regarding the Price Band published

by the Issuer.

4.1.4.1 Maximum and Minimum Bid Size

(a) The Bidder may Bid for the desired number of Equity Shares at a specific price. Bids by

Retail Individual Investors, Employees and Retail Individual Shareholders must be for such

number of shares so as to ensure that the Bid Amount less Discount (as applicable), payable

by the Bidder does not exceed ` 200,000.

In case the Bid Amount exceeds ` 200,000 due to revision of the Bid or any other reason, the

Bid may be considered for allocation under the Non-Institutional Category, with it not being

eligible for Discount then such Bid may be rejected if it is at the Cut-off Price.

(b) For NRIs, a Bid Amount of up to ` 200,000 may be considered under the Retail Category for

the purposes of allocation and a Bid Amount exceeding ` 200,000 may be considered under

the Non-Institutional Category for the purposes of allocation.

(c) Bids by QIBs and NIIs must be for such minimum number of shares such that the Bid

Amount exceeds ` 200,000 and in multiples of such number of Equity Shares thereafter, as

may be disclosed in the Bid cum Application Form and the RHP/Prospectus, or as advertised

by the Issuer, as the case may be. Non-Institutional Bidders and QIBs are not allowed to Bid

at ‘Cut-off Price’.

(d) RII may revise their bids till closure of the bidding period or withdraw their bids until

finalization of allotment. QIBs and NII’s cannot withdraw or lower their Bids (in terms of

quantity of Equity Shares or the Bid Amount) at any stage after bidding and are required to

pay the Bid Amount upon submission of the Bid.

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(e) In case the Bid Amount reduces to ` 200,000 or less due to a revision of the Price Band, Bids

by the Non-Institutional Bidders who are eligible for allocation in the Retail Category would

be considered for allocation under the Retail Category.

(f) For Anchor Investors, if applicable, the Bid Amount shall be least ` 10 crores. One-third of

the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid

Bids being received from domestic Mutual Funds at or above the price at which allocation is

being done to other Anchor Investors. Bids by various schemes of a Mutual Fund shall be

aggregated to determine the Bid Amount. A Bid cannot be submitted for more than 60% of

the QIB Portion under the Anchor Investor Portion. Anchor Investors cannot withdraw their

Bids or lower the size of their Bids (in terms of quantity of Equity Shares or the Bid Amount)

at any stage after the Anchor Investor Bid/ Issue Period and are required to pay the Bid

Amount at the time of submission of the Bid. In case the Anchor Investor Issue Price is lower

than the Issue Price, the balance amount shall be payable as per the pay-in-date mentioned in

the revised CAN. In case the Issue Price is lower than the Anchor Investor Issue Price, the

amount in excess of the Issue Price paid by the Anchor Investors shall not be refunded to

them.

(g) A Bid cannot be submitted for more than the Issue size.

(h) The maximum Bid by any Bidder including QIB Bidder should not exceed the investment

limits prescribed for them under the applicable laws.

(i) The price and quantity options submitted by the Bidder in the Bid cum Application Form may

be treated as optional bids from the Bidder and may not be cumulated. After determination of

the Issue Price, the number of Equity Shares Bid for by a Bidder at or above the Issue Price

may be considered for allotment and the rest of the Bid(s), irrespective of the Bid Amount

may automatically become invalid. This is not applicable in case of FPOs undertaken through

Alternate Book Building Process (For details of bidders may refer to (Section 5.6 (e))

4.1.4.2 Multiple Bids

(a) Bidder should submit only one Bid cum Application Form. Bidder shall have the option to

make a maximum of Bids at three different price levels in the Bid cum Application Form and

such options are not considered as multiple Bids.

Submission of a second Bid cum Application Form to either the same or to another member

of the Syndicate, SCSB or Registered Broker and duplicate copies of Bid cum Application

Forms bearing the same application number shall be treated as multiple Bids and are liable to

be rejected.

(b) Bidders are requested to note the following procedures may be followed by the Registrar to

the Issue to detect multiple Bids:

i. All Bids may be checked for common PAN as per the records of the Depository. For

Bidders other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN

may be treated as multiple Bids by a Bidder and may be rejected.

ii. For Bids from Mutual Funds and FII sub-accounts, submitted under the same PAN,

as well as Bids on behalf of the PAN Exempted Bidders, the Bid cum Application

Forms may be checked for common DP ID and Client ID. Such Bids which have the

same DP ID and Client ID may be treated as multiple Bids and are liable to be

rejected.

(c) The following Bids may not be treated as multiple Bids:

i. Bids by Reserved Categories bidding in their respective Reservation Portion as well

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as bids made by them in the Net Issue portion in public category.

ii. Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual

Fund provided that the Bids clearly indicate the scheme for which the Bid has been

made.

iii. Bids by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts)

submitted with the same PAN but with different beneficiary account numbers, Client

IDs and DP IDs.

iv. Bids by Anchor Investors under the Anchor Investor Portion and the QIB Category.

4.1.5 FIELD NUMBER 5 : CATEGORY OF BIDDERS

(a) The categories of Bidders identified as per the SEBI ICDR Regulations, 2009 for the purpose

of Bidding, allocation and allotment in the Issue are RIIs, NIIs and QIBs.

(b) Up to 60% of the QIB Category can be allocated by the Issuer, on a discretionary basis

subject to the criteria of minimum and maximum number of anchor investors based on

allocation size, to the Anchor Investors, in accordance with SEBI ICDR Regulations, 2009,

with one-third of the Anchor Investor Portion reserved for domestic Mutual Funds subject to

valid Bids being received at or above the Issue Price. For details regarding allocation to

Anchor Investors, bidders may refer to the RHP/Prospectus.

(c) An Issuer can make reservation for certain categories of Bidders/Applicants as permitted

under the SEBI ICDR Regulations, 2009. For details of any reservations made in the Issue,

Bidders/Applicants may refer to the RHP/Prospectus.

(d) The SEBI ICDR Regulations, 2009, specify the allocation or allotment that may be made to

various categories of Bidders in an Issue depending upon compliance with the eligibility

conditions. Details pertaining to allocation are disclosed on reverse side of the Revision Form.

For Issue specific details in relation to allocation Bidder/Applicant may refer to the

RHP/Prospectus.

4.1.6 FIELD NUMBER 6: INVESTOR STATUS

(a) Each Bidder/Applicant should check whether it is eligible to apply under applicable law and

ensure that any prospective allotment to it in the Issue is in compliance with the investment

restrictions under applicable law.

(b) Certain categories of Bidders/Applicants, such as NRIs, FIIs, FPIs, QFIs and FVCIs may not

be allowed to Bid/Apply in the Issue or hold Equity Shares exceeding certain limits specified

under applicable law. Bidders/Applicants are requested to refer to the RHP/Prospectus for

more details.

(c) Bidders/Applicants should check whether they are eligible to apply on non-repatriation basis

or repatriation basis and should accordingly provide the investor status. Details regarding

investor status are different in the Resident Bid cum Application Form and Non-Resident Bid

cum Application Form.

(d) Bidders/Applicants should ensure that their investor status is updated in the Depository

records.

4.1.7 FIELD NUMBER 7: PAYMENT DETAILS

(a) All Bidders are required to make payment of the full Bid Amount (net of any Discount, as

applicable) along-with the Bid cum Application Form. If the Discount is applicable in the

Issue, the RIIs should indicate the full Bid Amount in the Bid cum Application Form and the

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payment shall be made for Bid Amount net of Discount. Only in cases where the

RHP/Prospectus indicates that part payment may be made, such an option can be exercised by

the Bidder. In case of Bidders specifying more than one Bid Option in the Bid cum

Application Form, the total Bid Amount may be calculated for the highest of three options at

net price, i.e. Bid price less Discount offered, if any.

(b) Bidders who Bid at Cut-off price shall deposit the Bid Amount based on the Cap Price.

(c) QIBs and NIIs can participate in the Issue only through the ASBA mechanism.

(d) RIIs and/or Reserved Categories bidding in their respective reservation portion can Bid, either

through the ASBA mechanism or by paying the Bid Amount through a cheque or a demand

draft (“Non-ASBA Mechanism”).

(e) Bid Amount cannot be paid in cash, through money order or through postal order.

4.1.7.1 Instructions for non-ASBA Bidders:

(a) Non-ASBA Bidders may submit their Bids with a member of the Syndicate or any of the

Registered Brokers of the Stock Exchange. The details of Broker Centres along with names

and contact details of the Registered Brokers are provided on the websites of the Stock

Exchanges.

(b) For Bids made through a member of the Syndicate: The Bidder may, with the submission

of the Bid cum Application Form, draw a cheque or demand draft for the Bid Amount in

favour of the Escrow Account as specified under the RHP/Prospectus and the Bid cum

Application Form and submit the same to the members of the Syndicate at Specified

Locations.

(c) For Bids made through a Registered Broker: The Bidder may, with the submission of the

Bid cum Application Form, draw a cheque or demand draft for the Bid Amount in favour of

the Escrow Account as specified under the RHP/Prospectus and the Bid cum Application

Form and submit the same to the Registered Broker.

(d) If the cheque or demand draft accompanying the Bid cum Application Form is not made

favoring the Escrow Account, the Bid is liable to be rejected.

(e) Payments should be made by cheque, or demand draft drawn on any bank (including a co-

operative bank), which is situated at, and is a member of or sub-member of the bankers’

clearing house located at the centre where the Bid cum Application Form is submitted.

Cheques/bank drafts drawn on banks not participating in the clearing process may not be

accepted and applications accompanied by such cheques or bank drafts are liable to be

rejected.

(f) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on

behalf of the Bidders until the Designated Date.

(g) Bidders are advised to provide the number of the Bid cum Application Form and PAN on the

reverse of the cheque or bank draft to avoid any possible misuse of instruments submitted.

4.1.7.2 Payment instructions for ASBA Bidders

(a) ASBA Bidders may submit the Bid cum Application Form either

i. in physical mode to the Designated Branch of an SCSB where the

Bidders/Applicants have ASBA Account, or

ii. in electronic mode through the internet banking facility offered by an SCSB

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authorizing blocking of funds that are available in the ASBA account specified in the

Bid cum Application Form, or

iii. in physical mode to a member of the Syndicate at the Specified Locations, or

iv. Registered Brokers of the Stock Exchange

(b) ASBA Bidders may specify the Bank Account number in the Bid cum Application Form. The

Bid cum Application Form submitted by an ASBA Bidder and which is accompanied by cash,

demand draft, money order, postal order or any mode of payment other than blocked amounts

in the ASBA Account maintained with an SCSB, may not be accepted.

(c) Bidders should ensure that the Bid cum Application Form is also signed by the ASBA

Account holder(s) if the Bidder is not the ASBA Account holder;

(d) Bidders shall note that for the purpose of blocking funds under ASBA facility clearly

demarcated funds shall be available in the account.

(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.

(f) ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum

Application Form is submitted to a member of the Syndicate only at the Specified locations.

ASBA Bidders should also note that Bid cum Application Forms submitted to a member of

the Syndicate at the Specified locations may not be accepted by the Member of the Syndicate

if the SCSB where the ASBA Account, as specified in the Bid cum Application Form, is

maintained has not named at least one branch at that location for the members of the

Syndicate to deposit Bid cum Application Forms (a list of such branches is available on the

website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-

Intermediaries).

(g) ASBA Bidders bidding through a Registered Broker should note that Bid cum Application

Forms submitted to the Registered Brokers may not be accepted by the Registered Broker, if

the SCSB where the ASBA Account, as specified in the Bid cum Application Form, is

maintained has not named at least one branch at that location for the Registered Brokers to

deposit Bid cum Application Forms.

(h) ASBA Bidders bidding directly through the SCSBs should ensure that the Bid cum

Application Form is submitted to a Designated Branch of a SCSB where the ASBA Account

is maintained.

(i) Upon receipt of the Bid cum Application Form, the Designated Branch of the SCSB may

verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as

mentioned in the Bid cum Application Form.

(j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount

equivalent to the Bid Amount mentioned in the Bid cum Application Form and for application

directly submitted to SCSB by investor, may enter each Bid option into the electronic bidding

system as a separate Bid.

(k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the

SCSB may not upload such Bids on the Stock Exchange platform and such bids are liable to

be rejected.

(l) Upon submission of a completed Bid cum Application Form each ASBA Bidder may be

deemed to have agreed to block the entire Bid Amount and authorized the Designated Branch

of the SCSB to block the Bid Amount specified in the Bid cum Application Form in the

ASBA Account maintained with the SCSBs.

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(m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the

Basis of allotment and consequent transfer of the Bid Amount against the Allotted Equity

Shares to the Public Issue Account, or until withdrawal or failure of the Issue, or until

withdrawal or rejection of the Bid, as the case may be.

(n) SCSBs bidding in the Issue must apply through an Account maintained with any other SCSB;

else their Bids are liable to be rejected.

4.1.7.2.1 Unblocking of ASBA Account

(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to

the Issue may provide the following details to the controlling branches of each SCSB, along

with instructions to unblock the relevant bank accounts and for successful applications

transfer the requisite money to the Public Issue Account designated for this purpose, within

the specified timelines: (i) the number of Equity Shares to be Allotted against each Bid, (ii)

the amount to be transferred from the relevant bank account to the Public Issue Account, for

each Bid, (iii) the date by which funds referred to in (ii) above may be transferred to the

Public Issue Account, and (iv) details of rejected ASBA Bids, if any, along with reasons for

rejection and details of withdrawn or unsuccessful Bids, if any, to enable the SCSBs to

unblock the respective bank accounts.

(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the

requisite amount against each successful ASBA Bidder to the Public Issue Account and may

unblock the excess amount, if any, in the ASBA Account.

(c) In the event of withdrawal or rejection of the Bid cum Application Form and for unsuccessful

Bids, the Registrar to the Issue may give instructions to the SCSB to unblock the Bid Amount

in the relevant ASBA Account within 12 Working Days of the Bid/Issue Closing Date.

4.1.7.3 Additional Payment Instructions for NRIs

The Non-Resident Indians who intend to make payment through Non-Resident Ordinary (NRO)

accounts shall use the form meant for Resident Indians (non-repatriation basis). In the case of Bids by

NRIs applying on a repatriation basis, payment shall not be accepted out of NRO Account.

4.1.7.4 Discount (if applicable)

(a) The Discount is stated in absolute rupee terms.

(b) Bidders applying under RII category, Retail Individual Shareholder and employees are only

eligible for discount. For Discounts offered in the Issue, Bidders may refer to the

RHP/Prospectus.

(c) The Bidders entitled to the applicable Discount in the Issue may make payment for an amount

i.e. the Bid Amount less Discount (if applicable).

Bidder may note that in case the net payment (post Discount) is more than two lakh Rupees, the

bidding system automatically considers such applications for allocation under Non-Institutional

Category. These applications are neither eligible for Discount nor fall under RII category.

4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS

(a) Only the First Bidder/Applicant is required to sign the Bid cum Application Form/Application

Form. Bidders/Applicants should ensure that signatures are in one of the languages specified

in the Eighth Schedule to the Constitution of India.

(b) If the ASBA Account is held by a person or persons other than the ASBA Bidder/Applicant.,

then the Signature of the ASBA Account holder(s) is also required.

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(c) In relation to the ASBA Bids/Applications, signature has to be correctly affixed in the

authorization/undertaking box in the Bid cum Application Form/Application Form, or an

authorisation has to be provided to the SCSB via the electronic mode, for blocking funds in

the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application

Form/Application Form.

(d) Bidders/Applicants must note that Bid cum Application Form/Application Form without

signature of Bidder/Applicant and /or ASBA Account holder is liable to be rejected.

4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION

(a) Bidders should ensure that they receive the acknowledgment duly signed and stamped by a

member of the Syndicate, Registered Broker or SCSB, as applicable, for submission of the

Bid cum Application Form.

(b) Applicants should ensure that they receive the acknowledgment duly signed and stamped by

an Escrow Collection Bank or SCSB, as applicable, for submission of the Application Form.

(c) All communications in connection with Bids/Applications made in the Issue should be

addressed as under:

i. In case of queries related to Allotment, non-receipt of Allotment Advice, credit of

allotted equity shares, refund orders, the Bidders/Applicants should contact the

Registrar to the Issue.

ii. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the

Bidders/Applicants should contact the relevant Designated Branch of the SCSB.

iii. In case of queries relating to uploading of Syndicate ASBA Bids, the

Bidders/Applicants should contact the relevant Syndicate Member.

iv. In case of queries relating to uploading of Bids by a Registered Broker, the

Bidders/Applicants should contact the relevant Registered Broker

v. Bidder/Applicant may contact the Company Secretary and Compliance Officer or

BRLM(s) in case of any other complaints in relation to the Issue.

(d) The following details (as applicable) should be quoted while making any queries -

i. full name of the sole or First Bidder/Applicant, Bid cum Application Form number,

Applicants’/Bidders’ DP ID, Client ID, PAN, number of Equity Shares applied for,

amount paid on application.

ii. name and address of the member of the Syndicate, Registered Broker or the

Designated Branch, as the case may be, where the Bid was submitted or

iii. In case of Non-ASBA bids cheque or draft number and the name of the issuing bank

thereof

iv. In case of ASBA Bids, ASBA Account number in which the amount equivalent to

the Bid Amount was blocked.

For further details, Bidder/Applicant may refer to the RHP/Prospectus and the Bid cum Application

Form.

4.2 INSTRUCTIONS FOR FILING THE REVISION FORM

(a) During the Bid/Issue Period, any Bidder/Applicant (other than QIBs and NIIs, who can only

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revise their bid upwards) who has registered his or her interest in the Equity Shares at a

particular price level is free to revise his or her Bid within the Price Band using the Revision

Form, which is a part of the Bid cum Application Form.

(b) RII may revise their bids till closure of the bidding period or withdraw their bids until

finalization of allotment.

(c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by

using the Revision Form.

(d) The Bidder/Applicant can make this revision any number of times during the Bid/ Issue

Period. However, for any revision(s) in the Bid, the Bidders/Applicants will have to use the

services of the same member of the Syndicate, the Registered Broker or the SCSB through

which such Bidder/Applicant had placed the original Bid. Bidders/Applicants are advised to

retain copies of the blank Revision Form and the Bid(s) must be made only in such Revision

Form or copies thereof.

A sample Revision form is reproduced below:

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Instructions to fill each field of the Revision Form can be found on the reverse side of the Revision

Form. Other than instructions already highlighted at paragraph 4.1 above, point wise instructions

regarding filling up various fields of the Revision Form are provided below:

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4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST

BIDDER/APPLICANT, PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY

ACCOUNT DETAILS OF THE BIDDER/APPLICANT

Bidders/Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

4.2.2 FIELD 4 & 5: BID OPTIONS REVISION ‘FROM’ AND ‘TO’

(a) Apart from mentioning the revised options in the Revision Form, the Bidder/Applicant must

also mention the details of all the bid options given in his or her Bid cum Application Form or

earlier Revision Form. For example, if a Bidder/Applicant has Bid for three options in the Bid

cum Application Form and such Bidder/Applicant is changing only one of the options in the

Revision Form, the Bidder/Applicant must still fill the details of the other two options that are

not being revised, in the Revision Form. The members of the Syndicate, the Registered

Brokers and the Designated Branches of the SCSBs may not accept incomplete or inaccurate

Revision Forms.

(b) In case of revision, Bid options should be provided by Bidders/Applicants in the same order

as provided in the Bid cum Application Form.

(c) In case of revision of Bids by RIIs, Employees and Retail Individual Shareholders, such

Bidders/Applicants should ensure that the Bid Amount, subsequent to revision, does not

exceed ` 200,000. In case the Bid Amount exceeds ` 200,000 due to revision of the Bid or for

any other reason, the Bid may be considered, subject to eligibility, for allocation under the

Non-Institutional Category, not being eligible for Discount (if applicable) and such Bid may

be rejected if it is at the Cut-off Price. The Cut-off Price option is given only to the RIIs,

Employees and Retail Individual Shareholders indicating their agreement to Bid for and

purchase the Equity Shares at the Issue Price as determined at the end of the Book Building

Process.

(d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds `

200,000, the Bid will be considered for allocation under the Non-Institutional Portion in terms

of the RHP/Prospectus. If, however, the RII does not either revise the Bid or make additional

payment and the Issue Price is higher than the cap of the Price Band prior to revision, the

number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation,

such that no additional payment would be required from the RII and the RII is deemed to have

approved such revised Bid at Cut-off Price.

(e) In case of a downward revision in the Price Band, RIIs and Bids by Employees under the

Reservation Portion, who have bid at the Cut-off Price could either revise their Bid or the

excess amount paid at the time of bidding may be unblocked in case of ASBA Bidders or

refunded from the Escrow Account in case of non-ASBA Bidder.

4.2.3 FIELD 6: PAYMENT DETAILS

(a) With respect to the Bids, other than Bids submitted by ASBA Bidders/Applicants, any

revision of the Bid should be accompanied by payment in the form of cheque or demand draft

for the amount, if any, to be paid on account of the upward revision of the Bid.

(b) All Bidders/Applicants are required to make payment of the full Bid Amount (less Discount

(if applicable) along with the Bid Revision Form. In case of Bidders/Applicants specifying

more than one Bid Option in the Bid cum Application Form, the total Bid Amount may be

calculated for the highest of three options at net price, i.e. Bid price less discount offered, if

any.

(c) In case of Bids submitted by ASBA Bidder/Applicant, Bidder/Applicant may Issue

instructions to block the revised amount based on cap of the revised Price Band (adjusted for

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the Discount (if applicable) in the ASBA Account, to the same member of the

Syndicate/Registered Broker or the same Designated Branch (as the case may be) through

whom such Bidder/Applicant had placed the original Bid to enable the relevant SCSB to

block the additional Bid Amount, if any.

(d) In case of Bids, other than ASBA Bids, Bidder/Applicant, may make additional payment

based on the cap of the revised Price Band (such that the total amount i.e., original Bid

Amount plus additional payment does not exceed ` 200,000 if the Bidder/Applicant wants to

continue to Bid at the Cut-off Price), with the members of the Syndicate / Registered Broker

to whom the original Bid was submitted.

(e) In case the total amount (i.e., original Bid Amount less discount (if applicable) plus additional

payment) exceeds ` 200,000, the Bid may be considered for allocation under the Non-

Institutional Category in terms of the RHP/Prospectus. If, however, the Bidder/Applicant does

not either revise the Bid or make additional payment and the Issue Price is higher than the cap

of the Price Band prior to revision, the number of Equity Shares Bid for may be adjusted

downwards for the purpose of allotment, such that no additional payment is required from the

Bidder/Applicant and the Bidder/Applicant is deemed to have approved such revised Bid at

the Cut-off Price.

(f) In case of a downward revision in the Price Band, RIIs, Employees and Retail Individual

Shareholders, who have bid at the Cut-off Price, could either revise their Bid or the excess

amount paid at the time of bidding may be unblocked in case of ASBA Bidders/Applicants or

refunded from the Escrow Account in case of non-ASBA Bidder/Applicant.

4.2.4 FIELDS 7 : SIGNATURES AND ACKNOWLEDGEMENTS

Bidders/Applicants may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose.

4.3 INSTRUCTIONS FOR FILING APPLICATION FORM IN ISSUES MADE OTHER THAN

THROUGH THE BOOK BUILDING PROCESS (FIXED PRICE ISSUE)

4.3.1 FIELDS 1, 2, 3 NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER/APPLICANT,

PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY ACCOUNT DETAILS OF

THE BIDDER/APPLICANT

Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY & AMOUNT

(a) The Issuer may mention Price or Price band in the draft Prospectus. However a prospectus

registered with RoC contains one price or coupon rate (as applicable).

(b) Minimum Application Value and Bid Lot: The Issuer in consultation with the Lead

Manager to the Issue (LM) may decide the minimum number of Equity Shares for each Bid to

ensure that the minimum application value is within the range of ` 10,000 to ` 15,000. The

minimum Lot size is accordingly determined by an Issuer on basis of such minimum

application value.

(c) Applications by RIIs, Employees and Retail Individual Shareholders, must be for such

number of shares so as to ensure that the application amount payable does not exceed `

200,000.

(d) Applications by other investors must be for such minimum number of shares such that the

application amount exceeds ` 200,000 and in multiples of such number of Equity Shares

thereafter, as may be disclosed in the application form and the Prospectus, or as advertised by

the Issuer, as the case may be.

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(e) An application cannot be submitted for more than the Issue size.

(f) The maximum application by any Applicant should not exceed the investment limits

prescribed for them under the applicable laws.

(g) Multiple Applications: An Applicant should submit only one Application Form. Submission

of a second Application Form to either the same or to Collection Bank(s) or SCSB and

duplicate copies of Application Forms bearing the same application number shall be treated as

multiple applications and are liable to be rejected.

(h) Applicants are requested to note the following procedures may be followed by the Registrar to

the Issue to detect multiple applications:

i. All applications may be checked for common PAN as per the records of the

Depository. For Applicants other than Mutual Funds and FII sub-accounts, Bids

bearing the same PAN may be treated as multiple applications by a Bidder/Applicant

and may be rejected.

ii. For applications from Mutual Funds and FII sub-accounts, submitted under the same

PAN, as well as Bids on behalf of the PAN Exempted Applicants, the Application

Forms may be checked for common DP ID and Client ID. In any such applications

which have the same DP ID and Client ID, these may be treated as multiple

applications and may be rejected.

(i) The following applications may not be treated as multiple Bids:

i. Applications by Reserved Categories in their respective reservation portion as well

as that made by them in the Net Issue portion in public category.

ii. Separate applications by Mutual Funds in respect of more than one scheme of the

Mutual Fund provided that the Applications clearly indicate the scheme for which

the Bid has been made.

iii. Applications by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-

accounts) submitted with the same PAN but with different beneficiary account

numbers, Client IDs and DP IDs.

4.3.3 FIELD NUMBER 5 : CATEGORY OF APPLICANTS

(a) The categories of applicants identified as per the SEBI ICDR Regulations, 2009 for the

purpose of Bidding, allocation and allotment in the Issue are RIIs, individual applicants other

than RII’s and other investors (including corporate bodies or institutions, irrespective of the

number of specified securities applied for).

(b) An Issuer can make reservation for certain categories of Applicants permitted under the SEBI

ICDR Regulations, 2009. For details of any reservations made in the Issue, applicants may

refer to the Prospectus.

(c) The SEBI ICDR Regulations, 2009 specify the allocation or allotment that may be made to

various categories of applicants in an Issue depending upon compliance with the eligibility

conditions. Details pertaining to allocation are disclosed on reverse side of the Revision Form.

For Issue specific details in relation to allocation applicant may refer to the Prospectus.

4.3.4 FIELD NUMBER 6: INVESTOR STATUS

Applicants should refer to instructions contained in paragraphs 4.1.6.

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4.3.5 FIELD 7: PAYMENT DETAILS

(a) All Applicants are required to make payment of the full Amount (net of any Discount, as

applicable) along-with the Application Form. If the Discount is applicable in the Issue, the

RIIs should indicate the full Amount in the Application Form and the payment shall be made

for an Amount net of Discount. Only in cases where the Prospectus indicates that part

payment may be made, such an option can be exercised by the Applicant.

(b) RIIs and/or Reserved Categories bidding in their respective reservation portion can Bid, either

through the ASBA mechanism or by paying the Bid Amount through a cheque or a demand

draft (“Non-ASBA Mechanism”).

(c) Application Amount cannot be paid in cash, through money order or through postal order or

through stock invest.

4.3.5.1 Instructions for non-ASBA Applicants:

(a) Non-ASBA Applicants may submit their Application Form with the Collection Bank(s).

(b) For Applications made through a Collection Bank(s): The Applicant may, with the submission

of the Application Form, draw a cheque or demand draft for the Bid Amount in favor of the

Escrow Account as specified under the Prospectus and the Application Form and submit the

same to the escrow Collection Bank(s).

(c) If the cheque or demand draft accompanying the Application Form is not made favoring the

Escrow Account, the form is liable to be rejected.

(d) Payments should be made by cheque, or demand draft drawn on any bank (including a co-

operative bank), which is situated at, and is a member of or sub-member of the bankers’

clearing house located at the centre where the Application Form is submitted. Cheques/bank

drafts drawn on banks not participating in the clearing process may not be accepted and

applications accompanied by such cheques or bank drafts are liable to be rejected.

(e) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on

behalf of the Applicants until the Designated Date.

(f) Applicants are advised to provide the number of the Application Form and PAN on the

reverse of the cheque or bank draft to avoid any possible misuse of instruments submitted.

4.3.5.2 Payment instructions for ASBA Applicants

(a) ASBA Applicants may submit the Application Form in physical mode to the Designated

Branch of an SCSB where the Applicants have ASBA Account.

(b) ASBA Applicants may specify the Bank Account number in the Application Form. The

Application Form submitted by an ASBA Applicant and which is accompanied by cash,

demand draft, money order, postal order or any mode of payment other than blocked amounts

in the ASBA Account maintained with an SCSB, may not be accepted.

(c) Applicants should ensure that the Application Form is also signed by the ASBA Account

holder(s) if the Applicant is not the ASBA Account holder;

(d) Applicants shall note that for the purpose of blocking funds under ASBA facility clearly

demarcated funds shall be available in the account.

(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.

(f) ASBA Applicants bidding directly through the SCSBs should ensure that the Application

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Form is submitted to a Designated Branch of a SCSB where the ASBA Account is

maintained.

(g) Upon receipt of the Application Form, the Designated Branch of the SCSB may verify if

sufficient funds equal to the Application Amount are available in the ASBA Account, as

mentioned in the Application Form.

(h) If sufficient funds are available in the ASBA Account, the SCSB may block an amount

equivalent to the Application Amount mentioned in the Application Form and may upload the

details on the Stock Exchange Platform.

(i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the

SCSB may not upload such Applications on the Stock Exchange platform and such

Applications are liable to be rejected.

(j) Upon submission of a completed Application Form each ASBA Applicant may be deemed to

have agreed to block the entire Application Amount and authorized the Designated Branch of

the SCSB to block the Application Amount specified in the Application Form in the ASBA

Account maintained with the SCSBs.

(k) The Application Amount may remain blocked in the aforesaid ASBA Account until

finalisation of the Basis of allotment and consequent transfer of the Application Amount

against the Allotted Equity Shares to the Public Issue Account, or until withdrawal or failure

of the Issue, or until withdrawal or rejection of the Application, as the case may be.

(l) SCSBs applying in the Issue must apply through an ASBA Account maintained with any

other SCSB; else their Applications are liable to be rejected.

4.3.5.2.1 Unblocking of ASBA Account

(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to

the Issue may provide the following details to the controlling branches of each SCSB, along

with instructions to unblock the relevant bank accounts and for successful applications

transfer the requisite money to the Public Issue Account designated for this purpose, within

the specified timelines: (i) the number of Equity Shares to be Allotted against each

Application, (ii) the amount to be transferred from the relevant bank account to the Public

Issue Account, for each Application, (iii) the date by which funds referred to in (ii) above may

be transferred to the Public Issue Account, and (iv) details of rejected ASBA Applications, if

any, along with reasons for rejection and details of withdrawn or unsuccessful Applications, if

any, to enable the SCSBs to unblock the respective bank accounts.

(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the

requisite amount against each successful ASBA Application to the Public Issue Account and

may unblock the excess amount, if any, in the ASBA Account.

(c) In the event of withdrawal or rejection of the Application Form and for unsuccessful

Applications, the Registrar to the Issue may give instructions to the SCSB to unblock the

Application Amount in the relevant ASBA Account within 12 Working Days of the Issue

Closing Date.

4.3.5.3 Discount (if applicable)

(a) The Discount is stated in absolute rupee terms.

(b) RIIs, Employees and Retail Individual Shareholders are only eligible for discount. For

Discounts offered in the Issue, applicants may refer to the Prospectus.

(c) The Applicants entitled to the applicable Discount in the Issue may make payment for an

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amount i.e. the Application Amount less Discount (if applicable).

4.3.6 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS &

ACKNOWLEDGEMENT AND FUTURE COMMUNICATION

Applicants should refer to instructions contained in paragraphs 4.1.8 & 4.1.9.

4.4 SUBMISSION OF BID CUM APPLICATION FORM/ REVISION FORM/APPLICATION

FORM

4.4.1 Bidders/Applicants may submit completed Bid-cum-application form / Revision Form in the

following manner:-

Mode of Application Submission of Bid cum Application Form

Non-ASBA

Application

1) To members of the Syndicate at the Specified Locations mentioned

in the Bid cum Application Form

2) To Registered Brokers

ASBA Application (a) To members of the Syndicate in the Specified Locations or

Registered Brokers at the Broker Centres

(b) To the Designated branches of the SCSBs where the ASBA Account

is maintained

(a) Bidders/Applicants should not submit the bid cum application forms/ Revision Form directly

to the escrow collection banks. Bid cum Application Form/ Revision Form submitted to the

escrow collection banks are liable for rejection.

(b) Bidders/Applicants should submit the Revision Form to the same member of the Syndicate,

the Registered Broker or the SCSB through which such Bidder/Applicant had placed the

original Bid.

(c) Upon submission of the Bid-cum-Application Form, the Bidder/Applicant will be deemed to

have authorized the Issuer to make the necessary changes in the RHP and the Bid cum

Application Form as would be required for filing Prospectus with the Registrar of Companies

(RoC) and as would be required by the RoC after such filing, without prior or subsequent

notice of such changes to the relevant Bidder/Applicant.

(d) Upon determination of the Issue Price and filing of the Prospectus with the RoC, the Bid-cum-

Application Form will be considered as the application form.

SECTION 5: ISSUE PROCEDURE IN BOOK BUILT ISSUE

Book Building, in the context of the Issue, refers to the process of collection of Bids within the Price Band or

above the Floor Price and determining the Issue Price based on the Bids received as detailed in Schedule XI of

SEBI ICDR Regulations, 2009. The Issue Price is finalised after the Bid/Issue Closing Date. Valid Bids

received at or above the Issue Price are considered for allocation in the Issue, subject to applicable regulations

and other terms and conditions.

5.1 SUBMISSION OF BIDS

(a) During the Bid/Issue Period, ASBA Bidders/Applicants may approach the members of the

Syndicate at the Specified Cities or any of the Registered Brokers or the Designated Branches

to register their Bids. Non-ASBA Bidders/Applicants who are interested in subscribing for the

Equity Shares should approach the members of the Syndicate or any of the Registered

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Brokers, to register their Bid.

(b) Non-ASBA Bidders/Applicants (RIIs, Employees and Retail Individual Shareholders) bidding

at Cut-off Price may submit the Bid cum Application Form along with a cheque/demand draft

for the Bid Amount less discount (if applicable) based on the Cap Price with the members of

the Syndicate/ any of the Registered Brokers to register their Bid.

(c) In case of ASBA Bidders/Applicants (excluding NIIs and QIBs) bidding at Cut-off Price, the

ASBA Bidders/Applicants may instruct the SCSBs to block Bid Amount based on the Cap

Price less discount (if applicable). ASBA Bidders/Applicants may approach the members of

the Syndicate or any of the Registered Brokers or the Designated Branches to register their

Bids.

(d) For Details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform

Bidders/Applicants are requested to refer to the RHP.

5.2 ELECTRONIC REGISTRATION OF BIDS

(a) The Syndicate, the Registered Brokers and the SCSBs may register the Bids using the on-line

facilities of the Stock Exchanges. The Syndicate, the Registered Brokers and the Designated

Branches of the SCSBs can also set up facilities for off-line electronic registration of Bids,

subject to the condition that they may subsequently upload the off-line data file into the on-

line facilities for Book Building on a regular basis before the closure of the issue.

(b) On the Bid/Issue Closing Date, the Syndicate, the Registered Broker and the Designated

Branches of the SCSBs may upload the Bids till such time as may be permitted by the Stock

Exchanges.

(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/

Allotment. The members of the Syndicate, the Registered Brokers and the SCSBs are given

up to one day after the Bid/Issue Closing Date to modify select fields uploaded in the Stock

Exchange Platform during the Bid/Issue Period after which the Stock Exchange(s) send the

bid information to the Registrar for validation of the electronic bid details with the

Depository’s records.

5.3 BUILD UP OF THE BOOK

(a) Bids received from various Bidders/Applicants through the Syndicate, Registered Brokers and

the SCSBs may be electronically uploaded on the Bidding Platform of the Stock Exchanges’

on a regular basis. The book gets built up at various price levels. This information may be

available with the BRLMs at the end of the Bid/Issue Period.

(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges

Platform, a graphical representation of consolidated demand and price as available on the

websites of the Stock Exchanges may be made available at the bidding centres during the

Bid/Issue Period.

5.4 WITHDRAWAL OF BIDS

(a) RIIs can withdraw their Bids until finalization of Basis of Allotment. In case a RII applying

through the ASBA process wishes to withdraw the Bid during the Bid/Issue Period, the same

can be done by submitting a request for the same to the concerned SCSB or the Syndicate

Member or the Registered Broker, as applicable, who shall do the requisite, including

unblocking of the funds by the SCSB in the ASBA Account.

(b) In case a RII wishes to withdraw the Bid after the Bid/Issue Period, the same can be done by

submitting a withdrawal request to the Registrar to the Issue until finalization of Basis of

Allotment. The Registrar to the Issue shall give instruction to the SCSB for unblocking the

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ASBA Account on the Designated Date. QIBs and NIIs can neither withdraw nor lower the

size of their Bids at any stage.

5.5 REJECTION & RESPONSIBILITY FOR UPLOAD OF BIDS

(a) The members of the Syndicate, the Registered Broker and/or SCSBs are individually

responsible for the acts, mistakes or errors or omission in relation to

i. the Bids accepted by the members of the Syndicate, the Registered Broker and the

SCSBs,

ii. the Bids uploaded by the members of the Syndicate, the Registered Broker and the

SCSBs,

iii. the Bid cum application forms accepted but not uploaded by the members of the

Syndicate, the Registered Broker and the SCSBs, or

iv. With respect to Bids by ASBA Bidders/Applicants, Bids accepted and uploaded by

SCSBs without blocking funds in the ASBA Accounts. It may be presumed that for

Bids uploaded by the SCSBs, the Bid Amount has been blocked in the relevant

Account.

(b) The BRLMs and their affiliate Syndicate Members, as the case may be, may reject Bids if all

the information required is not provided and the Bid cum Application Form is incomplete in

any respect.

(c) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate

funds in the ASBA account or on technical grounds.

(d) In case of QIB Bidders, only the (i) SCSBs (for Bids other than the Bids by Anchor

Investors); and (ii) BRLMs and their affiliate Syndicate Members (only in the specified

locations) have the right to reject bids. However, such rejection shall be made at the time of

receiving the Bid and only after assigning a reason for such rejection in writing.

(e) All bids by QIBs, NIIs & RIIs Bids can be rejected on technical grounds listed herein.

5.5.1 GROUNDS FOR TECHNICAL REJECTIONS

Bid cum Application Forms/Application Form can be rejected on the below mentioned technical

grounds either at the time of their submission to the (i) authorised agents of the BRLMs, (ii) Registered

Brokers, or (iii) SCSBs, or (iv) Collection Bank(s), or at the time of finalisation of the Basis of

Allotment. Bidders/Applicants are advised to note that the Bids/Applications are liable to be rejected,

inter-alia, on the following grounds, which have been detailed at various placed in this GID:-

(a) Bid/Application by persons not competent to contract under the Indian Contract Act, 1872, as

amended, (other than minors having valid Depository Account as per Demographic Details

provided by Depositories);

(b) Bids/Applications by OCBs; and

(c) In case of partnership firms, Bid/Application for Equity Shares made in the name of the firm.

However, a limited liability partnership can apply in its own name;

(d) In case of Bids/Applications under power of attorney or by limited companies, corporate, trust

etc., relevant documents are not being submitted along with the Bid cum application

form/Application Form;

(e) Bids/Applications by persons prohibited from buying, selling or dealing in the shares directly

534

or indirectly by SEBI or any other regulatory authority;

(f) Bids/Applications by any person outside India if not in compliance with applicable foreign

and Indian laws;

(g) DP ID and Client ID not mentioned in the Bid cum Application Form/Application Form;

(h) PAN not mentioned in the Bid cum Application Form/Application Form except for

Bids/Applications by or on behalf of the Central or State Government and officials appointed

by the court and by the investors residing in the State of Sikkim, provided such claims have

been verified by the Depository Participant;

(i) In case no corresponding record is available with the Depositories that matches the DP ID, the

Client ID and the PAN;

(j) Bids/Applications for lower number of Equity Shares than the minimum specified for that

category of investors;

(k) Bids/Applications at a price less than the Floor Price & Bids/Applications at a price more than

the Cap Price;

(l) Bids/Applications at Cut-off Price by NIIs and QIBs;

(m) Amount paid does not tally with the amount payable for the highest value of Equity Shares

Bid for. With respect to Bids/Applications by ASBA Bidders, the amounts mentioned in the

Bid cum Application Form/Application Form does not tally with the amount payable for the

value of the Equity Shares Bid/Applied for;

(n) Bids/Applications for amounts greater than the maximum permissible amounts prescribed by

the regulations;

(o) In relation to ASBA Bids/Applications, submission of more than five Bid cum Application

Forms/Application Form as per ASBA Account;

(p) Bids/Applications for a Bid/Application Amount of more than ` 200,000 by RIIs by applying

through non-ASBA process;

(q) Bids/Applications for number of Equity Shares which are not in multiples Equity Shares

which are not in multiples as specified in the RHP;

(r) Multiple Bids/Applications as defined in this GID and the RHP/Prospectus;

(s) Bid cum Application Forms/Application Forms are not delivered by the Bidders/Applicants

within the time prescribed as per the Bid cum Application Forms/Application Form, Bid/Issue

Opening Date advertisement and as per the instructions in the RHP and the Bid cum

Application Forms;

(t) With respect to ASBA Bids/Applications, inadequate funds in the bank account to block the

Bid/Application Amount specified in the Bid cum Application Form/ Application Form at the

time of blocking such Bid/Application Amount in the bank account;

(u) Bids/Applications where sufficient funds are not available in Escrow Accounts as per final

certificate from the Escrow Collection Banks;

(v) With respect to ASBA Bids/Applications, where no confirmation is received from SCSB for

blocking of funds;

(w) Bids/Applications by QIBs (other than Anchor Investors) and Non Institutional Bidders not

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submitted through ASBA process or Bids/Applications by QIBs (other than Anchor Investors)

and Non Institutional Bidders accompanied with cheque(s) or demand draft(s);

(x) ASBA Bids/Applications submitted to a BRLM at locations other than the Specified Cities

and Bid cum Application Forms/Application Forms, under the ASBA process, submitted to

the Escrow Collecting Banks (assuming that such bank is not a SCSB where the ASBA

Account is maintained), to the issuer or the Registrar to the Issue;

(y) Bids/Applications not uploaded on the terminals of the Stock Exchanges;

(z) Bids/Applications by SCSBs wherein a separate account in its own name held with any other

SCSB is not mentioned as the ASBA Account in the Bid cum Application Form/Application

Form.

5.6 BASIS OF ALLOCATION

(a) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to

various categories of Bidders/Applicants in an Issue depending on compliance with the

eligibility conditions. Certain details pertaining to the percentage of Issue size available for

allocation to each category is disclosed overleaf of the Bid cum Application Form and in the

RHP / Prospectus. For details in relation to allocation, the Bidder/Applicant may refer to the

RHP / Prospectus.

(b) Under-subscription in Retail category is allowed to be met with spill-over from any other

category or combination of categories at the discretion of the Issuer and in consultation with

the BRLMs and the Designated Stock Exchange and in accordance with the SEBI ICDR

Regulations, 2009. Unsubscribed portion in QIB category is not available for subscription to

other categories.

(c) In case of under subscription in the Net Issue, spill-over to the extent of such under-

subscription may be permitted from the Reserved Portion to the Net Issue. For allocation in

the event of an under-subscription applicable to the Issuer, Bidders/Applicants may refer to

the RHP.

(d) Illustration of the Book Building and Price Discovery Process

Bidders should note that this example is solely for illustrative purposes and is not specific to

the Issue; it also excludes bidding by Anchor Investors.

Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ` 20

to ` 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders,

details of which are shown in the table below. The illustrative book given below shows the

demand for the Equity Shares of the Issuer at various prices and is collated from Bids

received from various investors.

Bid Quantity Bid Amount (`) Cumulative Quantity Subscription

500 24 500 16.67%

1,000 23 1,500 50.00%

1,500 22 3,000 100.00%

2,000 21 5,000 166.67%

2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the

Issuer is able to Issue the desired number of Equity Shares is the price at which the book cuts

off, i.e., ` 22.00 in the above example. The Issuer, in consultation with the BRLMs, may

finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ` 22.00. All Bids at or

above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the

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respective categories.

(e) Alternate Method of Book Building

In case of FPOs, Issuers may opt for an alternate method of Book Building in which only the

Floor Price is specified for the purposes of bidding (“Alternate Book Building Process”).

The Issuer may specify the Floor Price in the RHP or advertise the Floor Price at least one

Working Day prior to the Bid/Issue Opening Date. QIBs may Bid at a price higher than the

Floor Price and the Allotment to the QIBs is made on a price priority basis. The Bidder with

the highest Bid Amount is allotted the number of Equity Shares Bid for and then the second

highest Bidder is Allotted Equity Shares and this process continues until all the Equity Shares

have been allotted. RIIs, NIIs and Employees are Allotted Equity Shares at the Floor Price

and allotment to these categories of Bidders is made proportionately. If the number of Equity

Shares Bid for at a price is more than available quantity then the allotment may be done on a

proportionate basis. Further, the Issuer may place a cap either in terms of number of specified

securities or percentage of issued capital of the Issuer that may be allotted to a single Bidder,

decide whether a Bidder be allowed to revise the bid upwards or downwards in terms of price

and/or quantity and also decide whether a Bidder be allowed single or multiple bids.

SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE

Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Issue Price

is mentioned in the Fixed Price Issue therefore on filing of the Prospectus with the RoC, the Application so

submitted is considered as the application form.

Applicants may only use the specified Application Form for the purpose of making an Application in terms of

the Prospectus which may be submitted through Syndicate Members/SCSB and/or Bankers to the Issue or

Registered Broker.

ASBA Applicants may submit an Application Form either in physical form to the Syndicate Members or

Registered Brokers or the Designated Branches of the SCSBs or in the electronic form to the SCSB or the

Designated Branches of the SCSBs authorising blocking of funds that are available in the bank account

specified in the Application Form only (“ASBA Account”). The Application Form is also made available on the

websites of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date.

In a fixed price Issue, allocation in the net offer to the public category is made as follows: minimum fifty per

cent to Retail Individual Investors; and remaining to (i) individual investors other than Retail Individual

Investors; and (ii) other Applicants including corporate bodies or institutions, irrespective of the number of

specified securities applied for. The unsubscribed portion in either of the categories specified above may be

allocated to the Applicants in the other category.

For details of instructions in relation to the Application Form, Bidders/Applicants may refer to the relevant

section of the GID.

SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

The allotment of Equity Shares to Bidders/Applicants other than Retail Individual Investors and Anchor

Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders/Applicants may

refer to RHP/Prospectus. No Retail Individual Investor is will be allotted less than the minimum Bid Lot subject

to availability of shares in Retail Individual Investor Category and the remaining available shares, if any will be

allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the Issue

(excluding any Offer for Sale of specified securities). However, in case the Issue is in the nature of Offer for

Sale only, then minimum subscription may not be applicable.

7.1 ALLOTMENT TO RIIs

Bids received from the RIIs at or above the Issue Price may be grouped together to determine the total

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demand under this category. If the aggregate demand in this category is less than or equal to the Retail

Category at or above the Issue Price, full Allotment may be made to the RIIs to the extent of the valid

Bids. If the aggregate demand in this category is greater than the allocation to in the Retail Category at

or above the Issue Price, then the maximum number of RIIs who can be Allotted the minimum Bid Lot

will be computed by dividing the total number of Equity Shares available for Allotment to RIIs by the

minimum Bid Lot (“Maximum RII Allottees”). The Allotment to the RIIs will then be made in the

following manner:

(a) In the event the number of RIIs who have submitted valid Bids in the Issue is equal to or less

than Maximum RII Allottees, (i) all such RIIs shall be Allotted the minimum Bid Lot; and (ii)

the balance available Equity Shares, if any, remaining in the Retail Category shall be Allotted

on a proportionate basis to the RIIs who have received Allotment as per (i) above for the

balance demand of the Equity Shares Bid by them (i.e. who have Bid for more than the

minimum Bid Lot).

(b) In the event the number of RIIs who have submitted valid Bids in the Issue is more than

Maximum RII Allottees, the RIIs (in that category) who will then be allotted minimum Bid

Lot shall be determined on the basis of draw of lots.

7.2 ALLOTMENT TO NIIs

Bids received from NIIs at or above the Issue Price may be grouped together to determine the total

demand under this category. The allotment to all successful NIIs may be made at or above the Issue

Price. If the aggregate demand in this category is less than or equal to the Non-Institutional Category at

or above the Issue Price, full allotment may be made to NIIs to the extent of their demand. In case the

aggregate demand in this category is greater than the Non-Institutional Category at or above the Issue

Price, allotment may be made on a proportionate basis up to a minimum of the Non-Institutional

Category.

7.3 ALLOTMENT TO QIBs

For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR

Regulations, 2009 or RHP / Prospectus. Bids received from QIBs bidding in the QIB Category (net of

Anchor Portion) at or above the Issue Price may be grouped together to determine the total demand

under this category. The QIB Category may be available for allotment to QIBs who have Bid at a price

that is equal to or greater than the Issue Price. Allotment may be undertaken in the following manner:

(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Category may be

determined as follows: (i) In the event that Bids by Mutual Fund exceeds 5% of the QIB

Category, allocation to Mutual Funds may be done on a proportionate basis for up to 5% of

the QIB Category; (ii) In the event that the aggregate demand from Mutual Funds is less than

5% of the QIB Category then all Mutual Funds may get full allotment to the extent of valid

Bids received above the Issue Price; and (iii) Equity Shares remaining unsubscribed, if any

and not allocated to Mutual Funds may be available for allotment to all QIBs as set out at

paragraph 7.4(b) below;

(b) In the second instance, allotment to all QIBs may be determined as follows: (i) In the event of

oversubscription in the QIB Category, all QIBs who have submitted Bids above the Issue

Price may be Allotted Equity Shares on a proportionate basis for up to 95% of the QIB

Category; (ii) Mutual Funds, who have received allocation as per (a) above, for less than the

number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a

proportionate basis along with other QIBs; and (iii) Under-subscription below 5% of the QIB

Category, if any, from Mutual Funds, may be included for allocation to the remaining QIBs

on a proportionate basis.

7.4 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)

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(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at

the discretion of the issuer subject to compliance with the following requirements:

i. not more than 60% of the QIB Portion will be allocated to Anchor Investors;

ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual

Funds, subject to valid Bids being received from domestic Mutual Funds at or above

the price at which allocation is being done to other Anchor Investors; and

iii. allocation to Anchor Investors shall be on a discretionary basis and subject to:

a maximum number of two Anchor Investors for allocation up to ` 10

crores;

a minimum number of two Anchor Investors and maximum number of 15

Anchor Investors for allocation of more than ` 10 crores and up to ` 250

crores subject to minimum allotment of ` 5 crores per such Anchor

Investor; and

a minimum number of five Anchor Investors and maximum number of 25

Anchor Investors for allocation of more than ` 250 crores subject to

minimum allotment of ` 5 crores per such Anchor Investor.

(b) A physical book is prepared by the Registrar on the basis of the Bid cum Application Forms

received from Anchor Investors. Based on the physical book and at the discretion of the issuer

in consultation with the BRLMs, selected Anchor Investors will be sent a CAN and if

required, a revised CAN.

(c) In the event that the Issue Price is higher than the Anchor Investor Issue Price: Anchor

Investors will be sent a revised CAN within one day of the Pricing Date indicating the number

of Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the

balance amount. Anchor Investors are then required to pay any additional amounts, being the

difference between the Issue Price and the Anchor Investor Issue Price, as indicated in the

revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment

Advice will be issued to such Anchor Investors.

(d) In the event the Issue Price is lower than the Anchor Investor Issue Price: Anchor

Investors who have been Allotted Equity Shares will directly receive Allotment Advice.

7.5 BASIS OF ALLOTMENT FOR QIBs (OTHER THAN ANCHOR INVESTORS), NIIs AND

RESERVED CATEGORY IN CASE OF OVER-SUBSCRIBED ISSUE

In the event of the Issue being over-subscribed, the Issuer may finalise the Basis of Allotment in

consultation with the Designated Stock Exchange in accordance with the SEBI ICDR Regulations,

2009.

The allocation may be made in marketable lots, on a proportionate basis as explained below:

(a) Bidders may be categorized according to the number of Equity Shares applied for;

(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived

at on a proportionate basis, which is the total number of Equity Shares applied for in that

category (number of Bidders in the category multiplied by the number of Equity Shares

applied for) multiplied by the inverse of the over-subscription ratio;

(c) The number of Equity Shares to be Allotted to the successful Bidders may be arrived at on a

proportionate basis, which is total number of Equity Shares applied for by each Bidder in that

category multiplied by the inverse of the over-subscription ratio;

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(d) In all Bids where the proportionate allotment is less than the minimum bid lot decided per

Bidder, the allotment may be made as follows: the successful Bidders out of the total Bidders

for a category may be determined by a draw of lots in a manner such that the total number of

Equity Shares Allotted in that category is equal to the number of Equity Shares calculated in

accordance with (b) above; and each successful Bidder may be Allotted a minimum of such

Equity Shares equal to the minimum Bid Lot finalised by the Issuer;

(e) If the proportionate allotment to a Bidder is a number that is more than the minimum Bid lot

but is not a multiple of one (which is the marketable lot), the decimal may be rounded off to

the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5 it

may be rounded off to the lower whole number. Allotment to all bidders in such categories

may be arrived at after such rounding off; and

(f) If the Equity Shares allocated on a proportionate basis to any category are more than the

Equity Shares Allotted to the Bidders in that category, the remaining Equity Shares available

for allotment may be first adjusted against any other category, where the Allotted Equity

Shares are not sufficient for proportionate allotment to the successful Bidders in that category.

The balance Equity Shares, if any, remaining after such adjustment may be added to the

category comprising Bidders applying for minimum number of Equity Shares.

7.6 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES

(a) Designated Date: On the Designated Date, the Escrow Collection Banks shall transfer the

funds represented by allocation of Equity Shares (other than ASBA funds with the SCSBs)

from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue

Account with the Bankers to the Issue. The balance amount after transfer to the Public Issue

Account shall be transferred to the Refund Account. Payments of refund to the Bidders shall

also be made from the Refund Account as per the terms of the Escrow Agreement and the

RHP.

(b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated

Stock Exchange, the Registrar shall upload the same on its website. On the basis of the

approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the

Allotment and credit of Equity Shares. Bidders/Applicants are advised to instruct their

Depository Participant to accept the Equity Shares that may be allotted to them

pursuant to the Issue.

Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment

Advice to the Bidders/Applicants who have been Allotted Equity Shares in the Issue.

(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.

(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of shares to the

successful Bidders/Applicants Depository Account will be completed within 12 Working

Days of the Bid/ Issue Closing Date. The Issuer also ensures the credit of shares to the

successful Applicant’s depository account is completed within two Working Days from the

date of Allotment, after the funds are transferred from the Escrow Account to the Public Issue

Account on the Designated Date.

SECTION 8: INTEREST AND REFUNDS

8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING

The Issuer may ensure that all steps for the completion of the necessary formalities for listing and

commencement of trading at all the Stock Exchanges are taken within 12 Working Days of the

Bid/Issue Closing Date. The Registrar to the Issue may give instructions for credit to Equity Shares the

beneficiary account with DPs, and dispatch the Allotment Advice within 12 Working Days of the

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Bid/Issue Closing Date.

8.2 GROUNDS FOR REFUND

8.2.1 NON RECEIPT OF LISTING PERMISSION

An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an

official quotation of the Equity Shares. All the Stock Exchanges from where such permission is sought

are disclosed in RHP/Prospectus. The Designated Stock Exchange may be as disclosed in the

RHP/Prospectus with which the Basis of Allotment may be finalised.

If the Issuer fails to make application to the Stock Exchange(s) and obtain permission for listing of the

Equity Shares, in accordance with the provisions of Section 40 of the Companies Act, 2013, the Issuer

may be punishable with a fine which shall not be less than ` 5 lakhs but which may extend to ` 50

lakhs and every officer of the Issuer who is in default shall be punishable with imprisonment for a term

which may extend to one year or with fine which shall not be less than ` 50,000 but which may extend

to ` 3 lakhs, or with both.

If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of

the Stock Exchange(s), the Issuer may forthwith repay, without interest, all moneys received from the

Bidders/Applicants in pursuance of the RHP/Prospectus.

If such money is not repaid within the prescribed time after the Issuer becomes liable to repay it, then

the Issuer and every director of the Issuer who is an officer in default may, on and from such expiry of

such period, be liable to repay the money, with interest at such rate, as disclosed in the

RHP/Prospectus.

8.2.2 NON RECEIPT OF MINIMUM SUBSCIPTION

If the Issuer does not receive a minimum subscription of 90% of the Net Issue (excluding any offer for

sale of specified securities), including devolvement to the Underwriters, within 60 days from the

Bid/Issue Closing Date, the Issuer may forthwith, without interest refund the entire subscription

amount received. In case the Issue is in the nature of Offer for Sale only, then minimum subscription

may not be applicable.

If there is a delay beyond the prescribed time, then the Issuer and every director of the Issuer who is an

officer in default may be liable to repay the money, with interest at the rate of 15% per annum.

8.2.3 MINIMUM NUMBER OF ALLOTTEES

The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be allotted

may not be less than 1,000 failing which the entire application monies may be refunded forthwith.

8.2.4 IN CASE OF ISSUES MADE UNDER COMPULSORY BOOK BUILDING

In case an Issuer not eligible under Regulation 26(1) of the SEBI ICDR Regulations, 2009 comes for

an Issue under Regulation 26(2) of SEBI (ICDR) Regulations, 2009 but fails to allot at least 75% of

the Net Issue to QIBs, in such case full subscription money is to be refunded.

8.3 MODE OF REFUND

(a) In case of ASBA Bids/Applications: Within 12 Working Days of the Bid/Issue Closing

Date, the Registrar to the Issue may give instructions to SCSBs for unblocking the amount in

ASBA Account on unsuccessful Bid/Application and also for any excess amount blocked on

Bidding/Application.

(b) In case of Non-ASBA Bid/Applications: Within 12 Working Days of the Bid/Issue Closing

Date, the Registrar to the Issue may dispatch the refund orders for all amounts payable to

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unsuccessful Bidders/Applicants and also for any excess amount paid on Bidding/Application,

after adjusting for allocation/ allotment to Bidders/Applicants.

(c) In case of non-ASBA Bidders/Applicants, the Registrar to the Issue may obtain from the

depositories the Bidders/Applicants’ bank account details, including the MICR code, on the

basis of the DP ID, Client ID and PAN provided by the Bidders/Applicants in their Bid cum

Application Forms for refunds. Accordingly, Bidders/Applicants are advised to immediately

update their details as appearing on the records of their DPs. Failure to do so may result in

delays in dispatch of refund orders or refunds through electronic transfer of funds, as

applicable, and any such delay may be at the Bidders/Applicants’ sole risk and neither the

Issuer, the Registrar to the Issue, the Escrow Collection Banks, or the Syndicate, may be

liable to compensate the Bidders/Applicants for any losses caused to them due to any such

delay, or liable to pay any interest for such delay. Please note that refunds, on account of our

Company not receiving the minimum subscription of 90% of the Issue, shall be credited only

to the bank account from which the Bid Amount was remitted to the Escrow Bank.

(d) In the case of Bids from Eligible NRIs, FIIs and FPIs, refunds, if any, may generally be

payable in Indian Rupees only and net of bank charges and/or commission. If so desired, such

payments in Indian Rupees may be converted into U.S. Dollars or any other freely convertible

currency as may be permitted by the RBI at the rate of exchange prevailing at the time of

remittance and may be dispatched by registered post. The Issuer may not be responsible for

loss, if any, incurred by the Bidder/Applicant on account of conversion of foreign currency.

8.3.1 Mode of making refunds for Bidders/Applicants other than ASBA Bidders/Applicants

The payment of refund, if any, may be done through various modes as mentioned below:

(e) NECS—Payment of refund may be done through NECS for Bidders/Applicants having an

account at any of the centers specified by the RBI. This mode of payment of refunds may be

subject to availability of complete bank account details including the nine-digit MICR code of

the Bidder/Applicant as obtained from the Depository;

(f) NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the

Bidders/Applicants’ bank is NEFT enabled and has been assigned the Indian Financial

System Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC

Code may be obtained from the website of RBI as at a date prior to the date of payment of

refund, duly mapped with MICR numbers. Wherever the Bidders/Applicants have registered

their nine-digit MICR number and their bank account number while opening and operating

the demat account, the same may be duly mapped with the IFSC Code of that particular bank

branch and the payment of refund may be made to the Bidders/Applicants through this

method. In the event NEFT is not operationally feasible, the payment of refunds may be made

through any one of the other modes as discussed in this section;

(g) Direct Credit—Bidders/Applicants having their bank account with the Refund Banker may

be eligible to receive refunds, if any, through direct credit to such bank account;

(h) RTGS—Bidders/Applicants having a bank account at any of the centers notified by SEBI

where clearing houses are managed by the RBI, may have the option to receive refunds, if

any, through RTGS; and

(i) For all the other Bidders/Applicants, including Bidders/Applicants who have not updated their

bank particulars along with the nine-digit MICR code, the refund orders may be dispatched

through speed post or registered post for refund orders. Such refunds may be made by

cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places

where Bids are received.

Please note that refunds, on account of our Company not receiving the minimum subscription of 90%

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of the Issue, shall be credited only to the bank account from which the Bid Amount was remitted to the

Escrow Bank.

For details of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashing

such cheques, pay orders or demand drafts at other centers etc Bidders/Applicants may refer to

RHP/Prospectus.

8.3.2 Mode of making refunds for ASBA Bidders/Applicants

In case of ASBA Bidders/Applicants, the Registrar to the Issue may instruct the controlling branch of

the SCSB to unblock the funds in the relevant ASBA Account for any withdrawn, rejected or

unsuccessful ASBA Bids or in the event of withdrawal or failure of the Issue.

8.4 INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND

The Issuer may pay interest at the rate of 15% per annum if refund orders are not dispatched or if, in a

case where the refund or portion thereof is made in electronic manner, the refund instructions have not

been given to the clearing system in the disclosed manner and/or demat credits are not made to

Bidders/Applicants or instructions for unblocking of funds in the ASBA Account are not dispatched

within the 12 Working days of the Bid/Issue Closing Date.

The Issuer may pay interest at 15% per annum for any delay beyond 15 days from the Bid/ Issue

Closing Date, if Allotment is not made.

SECTION 9: GLOSSARY AND ABBREVIATIONS

Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document

may have the meaning as provided below. References to any legislation, act or regulation may be to such

legislation, act or regulation as amended from time to time.

Term Description

Allotment/ Allot/ Allotted The allotment of Equity Shares pursuant to the Issue to successful

Bidders/Applicants

Allottee An Bidder/Applicant to whom the Equity Shares are Allotted

Allotment Advice Note or advice or intimation of Allotment sent to the Bidders/Applicants who

have been allotted Equity Shares after the Basis of Allotment has been

approved by the designated Stock Exchanges

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in

accordance with the requirements specified in SEBI ICDR Regulations, 2009.

Anchor Investor Portion Up to 60% of the QIB Category which may be allocated by the Issuer in

consultation with the BRLMs, to Anchor Investors on a discretionary basis.

One-third of the Anchor Investor Portion is reserved for domestic Mutual

Funds, subject to valid Bids being received from domestic Mutual Funds at or

above the price at which allocation is being done to Anchor Investors

Application Form The form in terms of which the Applicant should make an application for

Allotment in case of issues other than Book Built Issues, includes Fixed Price

Issue

Application Supported by

Blocked Amount/

(ASBA)/ASBA

An application, whether physical or electronic, used by Bidders/Applicants to

make a Bid authorising an SCSB to block the Bid Amount in the specified bank

account maintained with such SCSB

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Term Description

ASBA Account Account maintained with an SCSB which may be blocked by such SCSB to the

extent of the Bid Amount of the ASBA Bidder/Applicant

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidder/Applicant Prospective Bidders/Applicants in the Issue who Bid/apply through ASBA

Banker(s) to the Issue/

Escrow Collection

Bank(s)/ Collecting

Banker

The banks which are clearing members and registered with SEBI as Banker to

the Issue with whom the Escrow Account(s) may be opened, and as disclosed

in the RHP/Prospectus and Bid cum Application Form of the Issuer

Basis of Allotment The basis on which the Equity Shares may be Allotted to successful

Bidders/Applicants under the Issue

Bid An indication to make an offer during the Bid/Issue Period by a prospective

Bidder pursuant to submission of Bid cum Application Form or during the

Anchor Investor Bid/Issue Period by the Anchor Investors, to subscribe for or

purchase the Equity Shares of the Issuer at a price within the Price Band,

including all revisions and modifications thereto. In case of issues undertaken

through the fixed price process, all references to a Bid should be construed to

mean an Application

Bid /Issue Closing Date The date after which the Syndicate, Registered Brokers and the SCSBs may not

accept any Bids for the Issue, which may be notified in an English national

daily, a Hindi national daily and a regional language newspaper at the place

where the registered office of the Issuer is situated, each with wide circulation.

Applicants/bidders may refer to the RHP/Prospectus for the Bid/ Issue Closing

Date

Bid/Issue Opening Date The date on which the Syndicate and the SCSBs may start accepting Bids for

the Issue, which may be the date notified in an English national daily, a Hindi

national daily and a regional language newspaper at the place where the

registered office of the Issuer is situated, each with wide circulation.

Applicants/bidders may refer to the RHP/Prospectus for the Bid/ Issue Opening

Date

Bid/Issue Period Except in the case of Anchor Investors (if applicable), the period between the

Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days

and during which prospective Bidders/Applicants (other than Anchor Investors)

can submit their Bids, inclusive of any revisions thereof. The Issuer may

consider closing the Bid/ Issue Period for QIBs one working day prior to the

Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations, 2009.

Applicants/bidders may refer to the RHP/Prospectus for the Bid/ Issue Period

Bid Amount The highest value of the optional Bids indicated in the Bid cum Application

Form and payable by the Bidder/Applicant upon submission of the Bid (except

for Anchor Investors), less discounts (if applicable). In case of issues

undertaken through the fixed price process, all references to the Bid Amount

should be construed to mean the Application Amount

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Term Description

Bid cum Application Form The form in terms of which the Bidder/Applicant should make an offer to

subscribe for or purchase the Equity Shares and which may be considered as

the application for Allotment for the purposes of the Prospectus, whether

applying through the ASBA or otherwise. In case of issues undertaken through

the fixed price process, all references to the Bid cum Application Form should

be construed to mean the Application Form

Bidder/Applicant Any prospective investor (including an ASBA Bidder/Applicant) who makes a

Bid pursuant to the terms of the RHP/Prospectus and the Bid cum Application

Form. In case of issues undertaken through the fixed price process, all

references to a Bidder/Applicant should be construed to mean an

Bidder/Applicant

Book Built Process/ Book

Building Process/ Book

Building Method

The book building process as provided under SEBI ICDR Regulations, 2009, in

terms of which the Issue is being made

Broker Centres Broker centres notified by the Stock Exchanges, where Bidders/Applicants can

submit the Bid cum Application Forms/Application Form to a Registered

Broker. The details of such broker centres, along with the names and contact

details of the Registered Brokers are available on the websites of the Stock

Exchanges.

BRLM(s)/ Book Running

Lead Manager(s)/Lead

Manager/ LM

The Book Running Lead Manager to the Issue as disclosed in the

RHP/Prospectus and the Bid cum Application Form of the Issuer. In case of

issues undertaken through the fixed price process, all references to the Book

Running Lead Manager should be construed to mean the Lead Manager or LM

Business Day Monday to Friday (except public holidays)

CAN/Confirmation of

Allotment Note

The note or advice or intimation sent to each successful Bidder/Applicant

indicating the Equity Shares which may be Allotted, after approval of Basis of

Allotment by the Designated Stock Exchange

Cap Price The higher end of the Price Band, above which the Issue Price and the Anchor

Investor Issue Price may not be finalised and above which no Bids may be

accepted

Client ID Client Identification Number maintained with one of the Depositories in

relation to demat account

Cut-off Price Issue Price, finalised by the Issuer in consultation with the Book Running Lead

Manager(s), which can be any price within the Price Band. Only RIIs, Retail

Individual Shareholders and employees are entitled to Bid at the Cut-off Price.

No other category of Bidders/Applicants are entitled to Bid at the Cut-off Price

DP Depository Participant

DP ID Depository Participant’s Identification Number

Depositories National Securities Depository Limited and Central Depository Services (India)

Limited

545

Term Description

Demographic Details Details of the Bidders/Applicants including the Bidder/Applicant’s address,

name of the Applicant’s father/husband, investor status, occupation and bank

account details

Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms

used by the ASBA Bidders/Applicants applying through the ASBA and a list of

which is available on

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html

Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from

the Escrow Account or the amounts blocked by the SCSBs are transferred from

the ASBA Accounts, as the case may be, to the Public Issue Account or the

Refund Account, as appropriate, after the Prospectus is filed with the RoC,

following which the board of directors may Allot Equity Shares to successful

Bidders/Applicants in the fresh Issue may give delivery instructions for the

transfer of the Equity Shares constituting the Offer for Sale

Designated Stock

Exchange

The designated stock exchange as disclosed in the RHP/Prospectus of the

Issuer

Discount Discount to the Issue Price that may be provided to Bidders/Applicants in

accordance with the SEBI ICDR Regulations, 2009.

Draft Prospectus The draft prospectus filed with SEBI in case of Fixed Price Issues and which

may mention a price or a Price Band

Employees Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and

including, in case of a new company, persons in the permanent and full time

employment of the promoting companies excluding the promoters and

immediate relatives of the promoter. For further details Bidder/Applicant may

refer to the RHP/Prospectus

Equity Shares Equity shares of the Issuer

Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the

Bidders/Applicants (excluding the ASBA Bidders/Applicants) may Issue

cheques or drafts in respect of the Bid Amount when submitting a Bid

Escrow Agreement Agreement to be entered into among the Issuer, the Registrar to the Issue, the

Book Running Lead Manager(s), the Syndicate Member(s), the Escrow

Collection Bank(s) and the Refund Bank(s) for collection of the Bid Amounts

and where applicable, remitting refunds of the amounts collected to the

Bidders/Applicants (excluding the ASBA Bidders/Applicants) on the terms and

conditions thereof

Escrow Collection Bank(s) Refer to definition of Banker(s) to the Issue

FCNR Account Foreign Currency Non-Resident Account

First Bidder/Applicant The Bidder/Applicant whose name appears first in the Bid cum Application

Form or Revision Form

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Term Description

FII(s) Foreign Institutional Investors as defined under the SEBI (Foreign Institutional

Investors) Regulations, 1995 and registered with SEBI under applicable laws in

India

Fixed Price Issue/Fixed

Price Process/Fixed Price

Method

The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in

terms of which the Issue is being made

Floor Price The lower end of the Price Band, at or above which the Issue Price and the

Anchor Investor Issue Price may be finalised and below which no Bids may be

accepted, subject to any revision thereto

FPIs Foreign Portfolio Investors as defined under the Securities and Exchange Board

of India (Foreign Portfolio Investors) Regulations, 2014

FPO Further public offering

Foreign Venture Capital

Investors or FVCIs

Foreign Venture Capital Investors as defined and registered with SEBI under

the SEBI (Foreign Venture Capital Investors) Regulations, 2000

IPO Initial public offering

Issue Public Issue of Equity Shares of the Issuer including the Offer for Sale if

applicable

Issuer/ Company The Issuer proposing the initial public offering/further public offering as

applicable

Issue Price The final price, less discount (if applicable) at which the Equity Shares may be

Allotted in terms of the Prospectus. The Issue Price may be decided by the

Issuer in consultation with the Book Running Lead Manager(s)

Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This

is computed by dividing the total number of Equity Shares available for

Allotment to RIIs by the minimum Bid Lot.

MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque

leaf

Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds)

Regulations, 1996

Mutual Funds Portion 5% of the QIB Category (excluding the Anchor Investor Portion) available for

allocation to Mutual Funds only, being such number of equity shares as

disclosed in the RHP/Prospectus and Bid cum Application Form

NECS National Electronic Clearing Service

NEFT National Electronic Fund Transfer

NRE Account Non-Resident External Account

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Term Description

NRI NRIs from such jurisdictions outside India where it is not unlawful to make an

offer or invitation under the Issue and in relation to whom the RHP/Prospectus

constitutes an invitation to subscribe to or purchase the Equity Shares

NRO Account Non-Resident Ordinary Account

Net Issue The Issue less reservation portion

Non-Institutional Investors

or NIIs

All Bidders/Applicants, including sub accounts of FIIs registered with SEBI

which are foreign corporate or foreign individuals and FPIs which are Category

III foreign portfolio investors, that are not QIBs or RIBs and who have Bid for

Equity Shares for an amount of more than ` 200,000 (but not including NRIs

other than Eligible NRIs)

Non-Institutional Category The portion of the Issue being such number of Equity Shares available for

allocation to NIIs on a proportionate basis and as disclosed in the

RHP/Prospectus and the Bid cum Application Form

Non-Resident A person resident outside India, as defined under FEMA and includes Eligible

NRIs, FIIs, FPIs, QFIs and FVCIs

OCB/Overseas Corporate

Body

A company, partnership, society or other corporate body owned directly or

indirectly to the extent of at least 60% by NRIs including overseas trusts, in

which not less than 60% of beneficial interest is irrevocably held by NRIs

directly or indirectly and which was in existence on October 3, 2003 and

immediately before such date had taken benefits under the general permission

granted to OCBs under FEMA

Offer for Sale Public offer of such number of Equity Shares as disclosed in the

RHP/Prospectus through an offer for sale by the Selling Shareholder

Other Investors Investors other than Retail Individual Investors in a Fixed Price Issue. These

include individual applicants other than retail individual investors and other

investors including corporate bodies or institutions irrespective of the number

of specified securities applied for.

PAN Permanent Account Number allotted under the Income Tax Act, 1961

Price Band Price Band with a minimum price, being the Floor Price and the maximum

price, being the Cap Price and includes revisions thereof. The Price Band and

the minimum Bid lot size for the Issue may be decided by the Issuer in

consultation with the Book Running Lead Manager(s) and advertised, at least

two working days in case of an IPO and one working day in case of FPO, prior

to the Bid/ Issue Opening Date, in English national daily, Hindi national daily

and regional language at the place where the registered office of the Issuer is

situated, newspaper each with wide circulation

Pricing Date The date on which the Issuer in consultation with the Book Running Lead

Manager(s), finalise the Issue Price

Prospectus The prospectus to be filed with the RoC in accordance with Section 60 of the

Companies Act, 1956 after the Pricing Date, containing the Issue Price, the size

of the Issue and certain other information

548

Term Description

Public Issue Account An account opened with the Banker to the Issue to receive monies from the

Escrow Account and from the ASBA Accounts on the Designated Date

Qualified Foreign

Investors or QFIs

Non-Resident investors, other than SEBI registered FIIs or sub-accounts or

SEBI registered FVCIs, who meet ‘know your client’ requirements prescribed

by SEBI and are resident in a country which is (i) a member of Financial

Action Task Force or a member of a group which is a member of Financial

Action Task Force; and (ii) a signatory to the International Organisation of

Securities Commission’s Multilateral Memorandum of Understanding or a

signatory of a bilateral memorandum of understanding with SEBI.

Provided that such non-resident investor shall not be resident in country which

is listed in the public statements issued by Financial Action Task Force from

time to time on: (i) jurisdictions having a strategic anti-money

laundering/combating the financing of terrorism deficiencies to which counter

measures apply; (ii) jurisdictions that have not made sufficient progress in

addressing the deficiencies or have not committed to an action plan developed

with the Financial Action Task Force to address the deficiencies

QIB Category The portion of the Issue being such number of Equity Shares to be Allotted to

QIBs on a proportionate basis

Qualified Institutional

Buyers or QIBs

As defined under SEBI ICDR Regulations, 2009

RTGS Real Time Gross Settlement

Red Herring Prospectus/

RHP

The red herring prospectus issued in accordance with Section 32 of the

Companies Act, 2013, which does not have complete particulars of the price at

which the Equity Shares are offered and the size of the Issue. The RHP may be

filed with the RoC at least three days before the Bid/Issue Opening Date and

may become a Prospectus upon filing with the RoC after the Pricing Date. In

case of issues undertaken through the fixed price process, all references to the

RHP should be construed to mean the Prospectus

Refund Account(s) The account opened with Refund Bank(s), from which refunds (excluding

refunds to ASBA Bidders/Applicants), if any, of the whole or part of the Bid

Amount may be made

Refund Bank(s) Refund bank(s) as disclosed in the RHP/Prospectus and Bid cum Application

Form of the Issuer

Refunds through electronic

transfer of funds

Refunds through NECS, Direct Credit, NEFT, RTGS or ASBA, as applicable

Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide

terminals, other than the members of the Syndicate

Registrar to the Issue/RTI The Registrar to the Issue as disclosed in the RHP/Prospectus and Bid cum

Application Form

Reserved Category/

Categories

Categories of persons eligible for making application/bidding under reservation

portion

549

Term Description

Reservation Portion The portion of the Issue reserved for category of eligible Bidders/Applicants as

provided under the SEBI ICDR Regulations, 2009

Retail Individual Investors

/ RIIs Investors who applies or bids for a value of not more than ` 200,000.

Retail Individual

Shareholders

Shareholders of a listed Issuer who applies or bids for a value of not more than

` 200,000.

Retail Category The portion of the Issue being such number of Equity Shares available for

allocation to RIIs which shall not be less than the minimum bid lot, subject to

availability in RII category and the remaining shares to be allotted on

proportionate basis.

Revision Form The form used by the Bidders in an issue through Book Building process to

modify the quantity of Equity Shares and/or bid price indicates therein in any

of their Bid cum Application Forms or any previous Revision Form(s)

RoC The Registrar of Companies

SEBI The Securities and Exchange Board of India constituted under the Securities

and Exchange Board of India Act, 1992

SEBI ICDR Regulations,

2009

The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009

Self Certified Syndicate

Bank(s) or SCSB(s)

A bank registered with SEBI, which offers the facility of ASBA and a list of

which is available on

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html

Specified Locations Refer to definition of Broker Centers

Stock Exchanges/ SE The stock exchanges as disclosed in the RHP/Prospectus of the Issuer where

the Equity Shares Allotted pursuant to the Issue are proposed to be listed

Syndicate The Book Running Lead Manager(s) and the Syndicate Member

Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in

relation to collection of the Bids in this Issue (excluding Bids from ASBA

Bidders/Applicants)

Syndicate Member(s)/SM The Syndicate Member(s) as disclosed in the RHP/Prospectus

Underwriters The Book Running Lead Manager(s) and the Syndicate Member(s)

Underwriting Agreement The agreement amongst the Issuer, and the Underwriters to be entered into on

or after the Pricing Date

Working Day All days other than a Sunday or a public holiday on which commercial banks

are open for business, except with reference to announcement of Price Band

and Bid/Issue Period, where working day shall mean all days, excluding

Saturdays, Sundays and public holidays, which are working days for

commercial banks in India

550

SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Capitalized terms used in this section have the meaning that has been given to such terms in the Articles of

Association of our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI Regulations, the

main provisions of the Articles of Association of our Company are detailed below:

Authorised Share Capital

Article 3 provides that “The authorised Capital of the Company shall be such amount as is given in Clause V of

the memorandum of association with power to increase and reduce the capital for the time being of the

Company, into several classes and to attach thereto respectively preferential, deferred, qualified or special

rights, privileges or conditions as may be determined by or in accordance with regulations of the Company and

to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being

provided by the Company. The minimum Capital of the Company shall be ` 500,000 or such other higher

amount, as may, from time to time, be prescribed by or under the Act.”

Increase, reduction and alteration in capital

Article 11 provides that “The Company, at its general meeting, may, from time to time, by an ordinary

resolution, increase the capital by the creation of new Shares. Such increase in the capital shall be of such

aggregate amount and to be divided into such number of Shares of such respective amounts, as the resolution,

shall prescribe. Subject to the provisions of the Act, any Shares of the original or increased capital shall be

issued upon such terms and conditions and with such rights and privileges annexed thereto as the general

meeting, resolving upon the creation thereof, shall direct, and, in particular, such Shares may be issued with a

preferential, restricted or qualified right to Dividends, and in the distribution of assets of the Company, on

winding up, and with or without a right of voting at general meetings of the Company, in conformity with and

only in the manner prescribed by the provisions of the Act and other applicable laws. Whenever capital of the

Company has been increased under the provisions of this Article, the Directors shall comply with the applicable

provisions of the Act.

In addition, Article 12 provides that “Except so far as otherwise provided by the conditions of issue or by these

Articles, any capital raised by the creation of new Shares shall be considered as part of the existing capital and

shall be subject to the provisions herein contained with reference to the payment of calls and installments,

forfeiture, lien, surrender, transfer and transmission, voting or otherwise.”

Article 39 provides that “The Company may purchase its own equity Shares or other Securities, as may be

specified by the Ministry of Corporate Affairs, by way of a buy-back arrangement, in accordance with Sections

68, 69 and 70 of the Companies Act, 2013, the Rules and subject to compliance with law. When the Company

buys back its own shares out of free reserves or securities premium account, a sum equal to the nominal value

of the shares so purchased shall be transferred to the securities premium account, in accordance with the

provisions of the Act.”

Article 13 provides that “Subject to the provisions of section 61 of the Companies Act, 2013, the Company in

general meeting, may, by ordinary resolution:

Consolidate and divide all or any of its Capital into Shares of larger amount than its existing Shares.

Sub-divide the whole or any part of its Capital into Shares of smaller amount than is fixed by the

memorandum of association, so however, that in the sub-division the proportion between the amount

paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the

shares from which the reduced share is derived.

Cancel any Shares which, at the date of passing of the resolution, have not been taken or agreed to be

taken by any person and diminish the amount of its Capital by the amount of the Shares so cancelled.”

551

Payment of commission and brokerage

Article 40 provides that “Subject to applicable provisions of the Act and the Rules, the Company may pay a

commission to any person in consideration of: (a) his subscribing or agreeing to subscribe, whether absolutely

or conditionally, for any Shares or Debentures of the Company, or any other company; (b) his procuring or

agreeing to procure subscriptions, whether absolute or conditional, for any Shares or Debentures of the

Company.

but the rate of the commission shall not exceed in the case of Shares, five per cent of the price at which the

Shares are issued and in case of debentures, two and half per cent of the price at which the Debentures are

issued. The commission shall be paid out of the proceeds of the issue or the profit of the Company or both ”

Calls

Article 43 provides that “Subject to the provisions of Section 49 of the Companies Act, 2013, the Directors may

from time to time and subject to applicable provisions of the Act, and the terms on which any Shares may have

be issued as well as the conditions of allotment, by a resolution passed at a meeting of the Board (and not by

circular resolution) make such calls as they think fit upon the Members in respect of all moneys unpaid on the

Shares held by them respectively and not by the conditions of allotment thereof made payable at fixed time and

each Member shall pay the amount of every call so made on him to the persons and at the times and places

appointed by the Directors. A call may be made payable by installments

Provided that the Directors shall not give the option or right to call on Shares to any person except with the

sanction of the Company in general meeting.”

Article 45 provides that “At least fourteen days’ notice in writing shall be given by the Company of every call

made payable otherwise than an allotment specifying the date, time and place of payment as well as the persons

to whom such call be paid:

Provided that before the time for payment of such call the Directors may by notice in writing to the Members,

revoke or postpone the same.”

Article 46 provides that “The Directors may, from time to time at their discretion extend the time fixed for the

payment of any call, and may extend such time as to all or any of the Members. The Directors may be fairly

entitled to grant such extension, but no Member shall be entitled to such extension, save as a matter of grace and

favour.”

Article 48 provides that “If the sum payable in respect of any call or installment be not paid on or before the day

appointed for payment thereof the holder for the time being or allottee of the Share in respect of which a call

shall have been made or the installment be due shall pay interest for the same at such rate as the Directors shall

fix from the day appointed for the payment thereof to the time of actual payment but the Directors may waive

payment of such interest wholly or in part.”

Article 51 provides that “(a) The Directors may, if they think fit, subject to the applicable provisions of the Act,

agree to and receive from any Member willing to advance the same, whole or any part of the moneys remaining

unpaid or any Shares held by him beyond the sums actually called for and upon the amount so paid or satisfied

in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the Shares

in respect of which such advance has been made, the Company may pay interest at such rate, as the Member

paying such sum in advance and the Directors agree upon, provided that money paid in advance of calls shall

not confer a right to participate in profits or Dividend. The Directors may at any time repay the amount so

advanced; (b) The Member shall not be entitled to any voting rights in respect of the moneys so paid by him

until the same would but for such payment become presently payable; (c) The provisions of this Article shall

mutatis mutandis apply to the calls on debentures of the Company.”

Forfeiture, surrender and lien

552

Article 58 provides that “If a Member fails to pay any call or installment of a call or any other sum or sums on

the Shares on or before the last day appointed for the payment thereof, the Board may at any time thereafter

during such time as the call or any part of such call or installment of sums remaining unpaid, serve a notice on

him or on the person (if any) entitled to Shares by transmission requiring payment of so much of the amount as

is unpaid together with any interest which may have accrued thereon and all expenses that may have been

incurred by the Company by reason of such non-payment.”

In addition, Article 61 provides that “If the requirements of any such notice as aforesaid are not complied with,

every or any of the Shares in respect of which such notice has been given may, at any time thereafter before

payment of all calls or installment, interest and expenses or other money due in respect thereof, be forfeited by a

resolution of the Directors to that effect. Such forfeiture shall include all Dividends and bonus declared in

respect of the forfeited Shares and not actually paid before the forfeiture, subject to applicable provisions of the

Act. There shall be no forfeiture of unclaimed Dividends before the claim becomes barred by law”

Article 62 provides that “A forfeited or surrendered Share shall be deemed to be the property of the Company

and may be sold, re-allocated or otherwise disposed off either to the original holder thereof or to any other

person on such terms and in such manner as the Board may think fit and any time before a sale or disposition,

the forfeiture may be annulled on such terms as the Board may think fit.”

Article 52 provides that “The Company shall have a first and paramount lien: (i) on every Share/debenture (not

being a fully paid share/debenture), for all money (whether presently payable or not ) called, or payable at a

fixed time, in respect of that share/debenture; (ii) on all shares/debentures (not being fully paid

shares/debentures) standing registered in the name of a single person, for all money presently payable by him or

his estate to the Company.”

Article 53 provides that “Company’s lien, if any, on the shares/debentures, shall extend to all Dividends payable

and bonuses declares from time to time in respect of such shares/debentures.”

Article 55 provides that “For the purpose of enforcing such lien, the Board may sell the shares/debentures,

subject thereto in such manner as they shall think fit, and for that purpose may cause to be issued a duplicate

certificate in respect of such shares /debentures and may authorise one of their Shareholders to execute and

register the transfer thereof on behalf of and in the name of any purchaser. The purchaser shall not be bound to

see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or

invalidity in the proceedings in reference to the sale.

Provided that no sale shall be made: (i) unless a sum in respect of which the lien exists is presently payable; or

(ii) until the expiration of 14 days after a notice in writing stating and demanding payment of such part of the

amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the

time being of the share/debenture or the person entitled thereto by reason of his death or insolvency.

The net proceeds of any such sale shall be received by the Company and applied in payment of such part of the

amount in respect of which the lien exists as is presently payable. The residue, if any, shall (subject to a like lien

for sums not presently payable as existed upon the shares/debentures before the sale) be paid to the Person

entitled to the shares /debentures at the date of the sale”

Transfer and transmission of shares

Article 73 provides that “No transfer shall be registered, unless a proper instrument of transfer has been

delivered to the Company. The instrument of transfer of any Share shall be in writing and all the provisions of

the Act, and of any statutory modification thereof for the time being shall be duly complied with in respect of

all transfer of Shares and registration thereof. The Company shall use a common form of transfer in all cases. In

case of transfer of Shares, where the Company has not issued any certificates and where the Shares are held in

dematerialized form, the provisions of the Depositories Act, 1996 shall apply. Every instrument of transfer shall

be duly stamped, under the relevant provisions of the law, for the time being, in force, and shall be executed by

or on behalf of the transferor and the transferee, and in the case of a Share held by two or more holders or to be

transferred to the joint names of two or more transferees by all such joint holders or by all such joint transferees,

as the case may be, and the transferor or the transferors, as the case may be, shall be deemed to remain the

553

holder or holders of such Share, until the name or names of the transferee or the transferees, as the case may be,

is or are entered in the Register of Members in respect thereof.”

Article 74 provides that “Every instrument of transfer shall be presented to the Company duly stamped for

registration, accompanied by such evidence as the Board may require to prove the title of the transferor his right

to transfer the Shares and every registered instrument of transfer shall remain in the custody of the Company

until destroyed by order of the Board.

Where any instrument of transfer of Shares has been received by the Company for registration and the transfer

of such Shares has not been registered by the Company for any reason whatsoever, the Company shall transfer

the Dividend in relation to such Shares to a special account unless the Company is authorized by the registered

holder of such Shares, in writing, to pay such Dividend to the transferee and will keep in abeyance any offer of

right Shares and/or bonus Shares in relation to such Shares.”

Article 80 provides that “In the case of the death of any one or more of the persons named in the Register of

Members as the joint holders of any Share, the survivor or survivors shall be the only persons recognised by the

Company as having any title to or interest in such Share, but nothing herein contained shall be taken to release

the estate of a deceased joint holder from any liability on Shares held by him jointly with any other person.”

In addition, Article 84 provides that “Subject to the provisions of the Act, a person entitled to a Share by

transmission shall, subject to the right of the Directors to retain such Dividend or money as hereinafter

provided, be entitled to receive and may be given a discharge for, any Dividends or other moneys payable in

respect of the Share, provided that the Board may at any time give a notice requiring any such person to elect

either to be registered himself or to transfer the Share and if the notice is not complied with within 90 days, the

Board may thereafter withhold payment of all Dividends, bonus or other moneys payable in respect of such

Share, until the requirements of notice have been complied with.”

Borrowing Powers

Article 113 provides that “The Directors may from time to time but with such consent of the Company in

general meeting as may be required under the Act borrow any sum or sums of money for the purpose of the

Company.”

Article 114 provides that “Subject to the applicable provisions of the Act, the Directors may, from time to time

at their discretion, raise or borrow or secure the payment of such sum or sums for the purpose of the Company

by the issue of, perpetual or redeemable debentures, including debentures convertible into Shares of this or any

other Company or perpetual annuities, or debenture-stock and to secure any such money so borrowed, raised or

received, mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Company

(both present and future) including its uncalled capital by special assignment or otherwise or to transfer or

convey the same absolutely or in trust and to give the lenders powers of sale and other powers as may be

expedient and to purchase, redeem or pay off any such securities. Provided that every resolution passed by the

Company in general meeting in relation to the exercise of the power to borrow as stated shall specify the total

amount up to which moneys may be borrowed by the Board Directors.”

In addition, Article 116 provides that “Subject to provisions of the above sub-clause, the Directors may, from

time to time, at their discretion, raise or borrow or secure the repayment of any sum or sums of money for the

purposes of the Company, at such time and in such manner and upon such terms and conditions in all respects

as they think fit, and in particular, by promissory notes or by receiving deposits and advances with or without

security or by the issue of bonds, perpetual or redeemable debentures (both present and future) including its

uncalled capital for the time being or by mortgaging or charging or pledging any lands, buildings, goods or

other property and securities of the Company, or by such other means as they may seem expedient.”

Conversion of shares into stock

Article 102 provides that “The Company, by an ordinary resolution in general meeting, may covert any fully

paid up Shares into stock, or may, at any time, reconvert any stock into fully paid up Shares of any

denomination. When any Shares shall have been converted into stock, the several holders of such stock may

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thenceforth transfer their respective interests therein, or any part of such interest, in the same manner and,

subject to the same regulations as, and subject to which, the Shares in the Company from which the stock arise

may be transferred or as near thereto as circumstances will admit. But the Directors may, from time to time, if

they think fit, fix the minimum amount of stock transferable, and restrict or forbid the transfer of fractions of

that minimum, but with full power nevertheless, at their discretion, to waive such rules in any particular case so,

however such minimum shall not exceed the nominal amount of Shares from which the stock arose. The notice

of such conversion of Shares into stock or reconversion of stock into Shares shall be filed with the Registrar of

Companies as provided in the Act.”

Convening Meeting

Article 122 provides that “The Statutory Meeting of the Company shall be held at such place and time (not less

than one month nor more than six months from the date at which the Company is entitled to commence

business) as the Directors may determine.”

In addition, Article 125 provides that “The Company shall, in addition to any other meetings hold a general

meeting as its Annual General Meeting at the intervals and in accordance with the provisions of the Act. Any

meeting, other than Annual General Meeting, shall be called Extra-ordinary General Meeting.

Not more than 15 (Fifteen) months or such other period, as may be prescribed, from time to time, under the Act,

shall lapse between the date of one Annual General Meeting and that of the next. Nothing contained in the

foregoing provisions shall be taken as affecting the right conferred upon the Registrar under the provisions of

the Act to extend time within which any Annual General Meeting may be held.

Every Annual General Meeting shall be called for a time during business hours, that is between 9 a.m. and 6

p.m. on a day that is not a national holiday (as defined in the Act), and shall be held at the registered office of

the Company or at some other place within the city, town or village in which the registered office of the

Company is situated, as the Board may think fit.

Every Member of the Company shall be entitled to attend, either in person or by proxy, and by way of a postal

ballot whenever and in the manner as may permitted or prescribed under the provisions of the Act, and the

Auditors to the Company, who shall have a right to attend and to be heard, at any general meeting which he

attends, on any part of the business, which concerns him as the Auditors to the Company. further, the Directors,

for the time being, of the Company shall have a right to attend and to be heard, at any general meeting, on any

part of the business, which concerns them as the Directors of the Company or generally the management of the

Company.

At every Annual General Meeting of the Company, there shall be laid, on the table, the Directors’ Report and

Audited Statements of Account, Auditors’ Report, the proxy register with forms of proxies, as received by the

Company, and the Register of Directors’ Share holdings, which Register shall remain open and accessible

during the continuance of the meeting, and therefore, In terms of the applicable provisions of the Act, the

Annual General Meeting shall be held within six months after the expiry of such financial year. The Board of

Directors shall prepare the Annual List of Members, Summary of the Share Capital, Balance Sheet and Profit

and Loss Account and forward the same to the Registrar in accordance with the applicable provisions of the

Act.”

Votes of Members

Article 145 provides that “No Member shall be entitled to vote either personally or by proxy at any general

meeting or meeting of a class of shareholders either upon a show of hands or upon a poll in respect of any

Shares registered in his name on which any calls or other sums presently payable by him have not been paid or

in regard to which the Company has, or has exercised, any right of lien. No member shall be entitled to vote at a

general meeting unless all calls or other sums presently payable by him have been paid, or in regard to which

the Company has lien or has exercised any right of lien.”

In addition, Article 146 provides that “Subject to the provisions of these Articles and without prejudice to any

special privileges or restrictions as to voting, for the time being, attached to any class of Shares, for the time

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being, forming part of the capital of the Company, every Member, not disqualified by the last preceding Article

shall be entitled to be present, speak and vote at such meeting, and, on a show of hands, every Member holding

equity Shares and present in person, shall have one vote and, upon a poll, the voting right of every Member

present in person or by proxy shall be in proportion to his Share of the paid-up equity share capital of the

Company. Provided, however, if any preference shareholder be present at any meeting of the Company, save as

provided under the applicable provisions of the Act, he shall have a right to vote only on resolutions, placed

before the meeting, which directly affect the rights attached to his preference Shares.”

Directors

Article 161 provides that “Until otherwise determined by a special resolution in a General Meeting, the number

of Directors shall not be less than three and not more than fifteen.”

Article 163 (a) provides that “The Board may appoint any person as a nominee director pursuant to the

provisions of the Act. Without prejudice to the generality of the above, so long as any moneys remain owing by

the Company to the lender remains outstanding, and if the loan or other agreement with such lender so provides,

the lender shall have a right to appoint from time to time any person or persons as a Director or Directors

whole- time or non whole- time (which Director or Director/s is/are hereinafter referred to as “Nominee

Directors/s”) on the Board of the Company and to remove from such office any person or person so appointed

and to appoint any person or persons in his /their place(s).”

Article 165 provides that “Subject to the applicable provisions of the Act, the Board may appoint an alternate

director to act for a director (hereinafter called “the Original Director”) during his absence for a period of not

less than 3 (Three) months or such other period as may be, from time to time, prescribed under the Act, from

India. An alternate director appointed, under this Article, shall not hold Office for a period longer than that

permissible to the Original Director in whose place he has been appointed and shall vacate Office, if and when

the Original Director returns to India. If the term of Office of the Original Director is determined before he so

returns to India, any provisions in the Act or in these Articles for the automatic re-appointment of a retiring

director, in default of another appointment, shall apply to the original director and not to the alternate director.”

Article 168 provides that “Subject to the provisions of the Act, the Board shall have power, at any time and

from time to time, to appoint any other qualified person to be an Additional Director, but so that the number of

Directors and Additional Directors shall not, at any time, exceed the maximum fixed under these Articles. Any

such Additional Director shall hold Office only upto the date of the next Annual General Meeting of the

Company or the last date on which the Annual General Meeting should have been held, whichever is earlier,

and shall be eligible for appointment by the Company as a Director until such date, subject to provisions of the

Act.”

Article 171(a) provides that “Subject to the provisions of the Act and subject to such sanction of Central

Government\Financial Institutions as may be required for the purpose, a managing director or Director who is in

the whole-time employment of the Company may be paid remuneration either by way of a monthly salary,

perquisites, commission or at a specified percentage of the net profits of the Company or partly by one way and

partly by the other, or in any other manner, as may be determined from time to time, by the Company in general

meeting.”

Article 171 (b) provides that “Subject generally to the provisions of the Act, and, in the case of the managing

director, subject to the provisions of the Articles hereinbelow, as may be applicable, the Board shall have power

to pay such remuneration to a director for his services, Whole-time or otherwise, rendered to the Company or

for services of a professional or other nature rendered by him, as may be determined by the Board. Such

remuneration may be paid in accordance with the provisions of the Act.”

Key Managerial Personnel/Managing Director/Whole-Time Director

Article 235 provides that “Subject to the provisions of the Act and with such sanction of the Central

Government as may be required thereunder, and subject to the provisions of these Articles, the Board shall have

power to appoint, from time to time, one or more of the Directors to the office of any Key Managerial Personnel

including managing directors and/or whole time Directors of the Company for such term, and subject to such

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remuneration, terms and conditions as the Board thinks fit, and subject to the provisions of the succeeding

Article hereof, the Board may, by resolution, vest in such Key Managerial Personnel, managing directors or

whole time Directors such of the powers hereby vested in the Board generally, as it thinks fit, subject to its

supervision and control, and such powers may be made exercisable for such period or periods; and upon such

conditions and subject to such restrictions, as it may determine and the Board may from time to time revoke,

withdraw, alter or vary all or any such powers. Subject to the provisions of the Act and subject to such sanction

of Central Government/Financial Institutions as may be required for the purpose, the remuneration of a Key

Managerial Personnel or managing director may be by way of salary and/or allowances, commission or

participation in profits or perquisites of any kind, nature or description, or by any or all of these modes, or by

any other mode(s).”

In addition, Article 237 provides that “Subject to the superintendence, directions and control of the Board, Key

Managerial Personnel, the managing directors or whole time Directors shall have the management of the whole

of the business of the Company and of all its affairs and shall exercise all powers and perform all duties in

relation to the management of the affairs and transactions of Company, except such powers and duties as are

required by law or by the provisions of these Articles to be exercised or performed by resolutions passed only at

meetings of the Board or at general meetings of the Company.”

Proceedings of Board of Directors

Article 197 provides that “The Directors may meet together as a Board for the dispatch of business, from time

to time, and shall so meet at least once in every 3 (Three) months for the dispatch of business and at least 4

(Four) such meetings shall be held in every year. The Directors may adjourn and otherwise regulate their

meetings and proceedings as they think fit, subject to the applicable provisions of the Act.”

In addition, Article 200 provides that “Subject to the applicable provisions of the Act, the quorum for a meeting

of the Board shall be one-third of its total strength, excluding Directors, if any, whose places may be vacant at

the time, and any fraction contained in that one-third being rounded off as one, or two directors, whichever is

higher, provided that where, at any time, the number of interested directors exceeds or is equal to two-thirds of

the total strength the number of the remaining directors, that is to say, the number of directors who are not

interested, present at the meeting, being not less than two, shall be the quorum, during such time. The total

strength of the Board shall mean the number of Directors actually holding office as Directors on the date of the

resolution or meeting, that is to say, the total strength of Board after deducting there from the number of

Directors, if any, whose places are vacant at the time. The term ‘interested director’ shall have the meaning

assigned to such terms under Section 2(49) of the Companies Act, 2013. Participation of the directors by video

conferencing or by other audio visual means shall also be counted for the purposes of the quorum.”

Article 209 provides that “No resolution shall be deemed to have been duly passed by the Board or by a

Committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary

papers, if any, to all the directors or to all the members of the Committee, then in India, not being less in

number than the quorum fixed for a meeting of the Board or Committee, as the case may be, and to all other

directors or members of the Committee, at their usual addresses in India and has been approved, in writing, by

such of the directors or members of the Committee as are then in India, or by a majority of such of them, as are

entitled to vote on the resolution.”

Dividends

Article 218 provides that “The profits of the Company, subject to any special rights relating thereto created or

authorised to be created by these Articles, and further subject to the provisions of these Articles as to the

Reserve Fund, shall be divisible among the Members in proportion to the amount of capital paid up or credited

as paid up on the Shares held by them respectively as on the relevant date for determining Members entitled to

such Dividend. Where capital is paid in advance of calls, such capital, whilst carrying interest, shall not confer a

right to Dividends or participate in the profits, even if subsequently declared.”

Article 219 provides that, “The Company, in general meeting, may declare that Dividends be paid to the

Members according to their respective rights, but no Dividends shall exceed the amount recommended by the

Board, but the Company may, in general meeting, declare a smaller Dividend than was recommended by the

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Board.”

Article 220 provides that “Subject to the applicable provisions of the Act, no Dividend shall be declared or paid

otherwise than (i) out of profits of the financial year arrived at after providing for depreciation in accordance

with the provisions of the Act or out of the profits of the Company for any previous financial year or years

arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or

out of both ; or (ii) out of money provided by the Central Government or a State Government for the payment of

Dividend by the Company in pursuance of a guarantee given by the Government.

Provided that the 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 the Company.

Provided further that where, owing to inadequacy or absence of profits in any financial year, any company

proposes to declare Dividend out of the accumulated profits earned by it in previous years and transferred by the

Company to the reserves, such declaration of Dividend shall not be made except in accordance with such rules

as may be prescribed in this behalf.”

Article 222 provides that “The Board may, from time to time, pay to the Members such interim dividend, during

any financial year out of the surplus in the profit and loss account and out of profits of the financial year in

which such interim dividend is sought to be declared. Provided that in case of a loss during the current financial

year up to the end of the quarter immediately preceding the date of declaration of interim dividend, such interim

dividend shall not be declared at a rate higher than the average dividends declared by the Company during the

immediately preceding three financial years.”

Capitalisation

Article 217 (a) provides that “The Company in general meeting may, upon the recommendation of the Board,

resolve: (a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of

any of the Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for

distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in this Article

below amongst the Members who would have been entitled thereto, if distributed by way of Dividend and in the

same proportions. The sum aforesaid shall not be paid in cash but shall be applied either in or towards: (A)

paying up any amounts for the time being unpaid on any shares held by such Members respectively; (B) paying

up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid-up, to and

amongst such Members in the proportions aforesaid; (C) partly in the way specified in sub-clause (A) and partly

in that specified in sub-clause (B); (D) a securities premium account and a capital redemption reserve account

may, for the purposes of this Article, be applied in the paying up of unissued shares to be issued to Members of

the Company as fully paid bonus shares; or (E) the Board shall give effect to the resolution passed by the

company in pursuance of this Article.”

Winding up

Article 254 (a) provides that “If the Company shall be wound up, whether voluntarily or otherwise, the

liquidator may with the sanction of a special resolution of the Company and any other sanction required by the

Act, divide amongst the contributories in specie or kind the whole or any part of the assets of the Company

whether they shall consist of property of the same kind or not.”

Indemnity

Article 264 (a) provides that “Subject to the applicable provisions of the Act, the managing director and every

Director, manager, Secretary and other officers or employees of the Company shall be indemnified by the

Company against any liability and it shall be the duty of the Directors out of the funds of the Company to pay

all costs, losses and expenses (including travelling expenses) which such managing director, Director, manager,

Secretary and other officer or employee may incur or become liable to, by reason of any contract entered into or

act or deed done by him as such managing director, Director, manager, Secretary, officer, or employee or in any

way in the discharge of his duties and the amount for which such indemnity is provided, shall immediately

attach a lien on the property of the Company and have priority between the Members over all other claims.”

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Article 264 (b) provides that “Subject as aforesaid, the managing director and every Director, manager,

Secretary or other officer and employees of the Company shall be indemnified against any liability incurred by

him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in

which he is acquitted or discharged or in connection with any application under the applicable provisions of the

Act in which relief is given to him by the Court.”

Secrecy

Article 263 (a) provides that “Every Director, managing director, whole time director, manager, Secretary,

auditor, trustee, member of a committee, officer, servant, agent, accountant or other person employed in the

business of the Company shall, if so required by the Directors before entering upon his duties, or any time

during his office, sign a declaration pledging himself to observe a strict secrecy respecting all transactions of the

Company with its customers and the state of accounts with individuals and in matters relating thereto, and shall,

by such declaration, pledge himself not to reveal any of the matters which may come to his knowledge in the

discharge of his duties except when required so to do by the Directors or by any Meeting or by a competent

court of law and except so far as may be necessary in order to comply with any of the provisions in these

Articles or law.”

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SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not

being contracts entered into in the ordinary course of business carried on by our Company or contracts entered

into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed

material have been attached to the copy of the Red Herring Prospectus delivered to RoC for registration. Copies

of these contracts and also the documents for inspection referred to hereunder, may be inspected at the

Registered Office between 10.00 a.m. and 5.00 p.m. on all Working Days from the date of the Red Herring

Prospectus until the Bid/Issue Closing Date.

A. Material Contracts for the Issue

1. Issue Agreement dated September 29, 2014 between our Company and the BRLMs.

2. Memorandum of Understanding dated September 9, 2014 between our Company and the Registrar to the

Issue.

3. Escrow Agreement dated [●] between our Company, the BRLMs, the Escrow Collection Bank, the

Syndicate Members and the Registrar to the Issue.

4. Syndicate Agreement dated [●] between our Company, the BRLMs and Syndicate Members.

5. Underwriting Agreement dated [●] between our Company, the BRLMs and the Syndicate Members and

the Registrar to the Issue.

B. Material Documents in relation to the Issue

1. Certified copies of the updated Memorandum and Articles of Association of our Company as amended

from time to time.

2. Certificate of incorporation dated August 8, 2002 upon incorporation, certificate of incorporation dated

November 28, 2011 pursuant to change of name to MEP Infrastructure Developers Private Limited and

fresh Certificate of Incorporation dated September 8, 2014, upon change of name pursuant to conversion

into a public company.

3. Resolutions of the Board of Directors dated September 9, 2014 in relation to this Issue and other related

matters.

4. Shareholders’ resolution dated September 15, 2014 in relation to this Issue and other related matters.

5. Board resolution dated August 11, 2014 and shareholders resolution dated August 14, 2014 for

appointment of Jayant D. Mhaiskar as the Vice Chairman and Managing Director.

6. The reports of the Joint Statutory Auditors, on our Company’s Restated Standalone Financial

Information and Restated Consolidated Financial Information, included in this Draft Red Herring

Prospectus.

7. Statement of Tax Benefits dated September 15, 2014 from our Joint Statutory Auditors.

8. Copies of annual reports of our Company for fiscal 2010, 2011, 2012, 2013 and 2014.

9. Consent of Directors, Joint Statutory Auditors, BRLMs, Syndicate Members*, CRISIL, in relation to the

CRISIL Report, Legal Counsel to our Company as to Indian law, Legal Counsel to the Underwriters as

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to Indian law, Registrar to the Issue, Escrow Collection Bank*, Refund Bank(s)*, Bankers to our

Company, Company Secretary and Compliance Officer and Chief Financial Officer as referred to in their

specific capacities.

10. Consent of the Joint Statutory Auditors to include their names as experts in relation to their reports on

the Restated Consolidated Financial Information and the Restated Standalone Financial Information

dated September 19, 2014, the Restated Financial Information and the statement of tax benefits dated

September 15, 2014 included in this Draft Red Herring Prospectus.

11. Due Diligence Certificate dated September 29, 2014 addressed to SEBI from the BRLMs.

12. In principle listing approvals dated [●] and [●] issued by the BSE and the NSE respectively.

13. Tripartite Agreement dated [●] between our Company, NSDL and Registrar to the Issue.

14. Tripartite Agreement dated August 22, 2014 between our Company, CDSL and Registrar to the Issue.

15. SEBI observation letter no. [●] dated [●].

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or

modified at any time if so required in the interest of our Company or if required by the other parties, without

reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other

relevant statutes.

*The aforesaid will be appointed prior to filing of the Red Herring Prospectus with RoC and their consents

would be obtained prior to the filing of the Red Herring Prospectus with RoC.

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DECLARATION We hereby declare that all relevant provisions of the Companies Act and the rules / guidelines issued by the Government or the regulations or guidelines issued by SEBI, established under section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SEBI Act or rules or regulations made thereunder or guidelines issued, as the case may be. We further certify that all the statements in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTORS OF OUR COMPANY Dattatray P. Mhaiskar (Chairman, Non–Independent and Non-Executive Director)

________________________

Jayant D. Mhaiskar (Vice Chairman and Managing Director)

________________________

Anuya J. Mhaiskar (Non-Independent and Non-Executive Director)

________________________

Murzash Manekshana (Executive Director)

________________________

Deepak Chitnis (Independent Director)

________________________

Khimji Pandav (Independent Director)

________________________

Vijay Agarwal (Independent Director)

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Preeti Trivedi (Independent Director)

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SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY M. Sankaranarayanan (Chief Financial officer)

_______________________

Date: September 29, 2014 Place: Mumbai

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