Escolar Documentos
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Cultura Documentos
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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 Bachelors 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 Bachelors 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 bachelors 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 Bachelors degree in Commerce from Mumbai University, Masters 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
Bachelors degree in Commerce from the University of Mumbai and a Masters 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 Bachelors 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 Bachelors degree in Science from the University of Mumbai, a
masters 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 Companys 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 Spouses brother
Vaijayanti Joshi Spouses sister
Parshuram Gadre Spouses brother
Jayant D. Mhaiskar Sudha Mhaiskar Mother
Anuya Mhaiskar Spouse
Raima Mhaiskar Daughter
Rideema Mhaiskar Daughter
Vidya Kshirsagar Spouses mother
Soniya Kshirsagar Spouses 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;
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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 I nformation
D.S. Enterprises is engaged in the business of toll collection and road maintenance.
246
I nterest 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 I nformation
Rideema Enterprises is engaged in the business of collection of toll and road maintenance activities.
I nterest 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
IHPL was incorporated under the Companies Act, 1956 on November 21, 2008 in Mumbai. IHPL is engaged in
the business of hospitality.
I nterest of the Promoters
Our Companys 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 I nformation
IBPL was incorporated under the Companies Act, 1956 on March 31, 2010 in Mumbai. IBPL is engaged in the
retail business.
249
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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.
I nterest of the Promoters
Our Companys 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 I nformation
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) I n the promotion of our Company
None of the Group Companies have any interest in the promotion of our Company.
(b) I n 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) I n 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 Companys 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
Companys 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 Companys 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 t h t he si gni f i cant account i ng
pol i ci es i n Annexur e I VC, 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 t h t he si gni f i cant
257
accounting policies i n Annexur e I VC, 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 (Auditors 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,
Employees 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, Employees 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,
Employees 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, Employees 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 extraordinary 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 entitys 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 entitys 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 Companys 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.
I nterest 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 I mpairment
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 I nvestments
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 Companys gratuity benefit scheme is a defined benefit plan. The Companys 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
I ncome 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 Companys 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 Companys 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
Companys 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 Companys 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 Companys Board of
Directors on 19 September 2014, were prepared by the Companys 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 (Auditors 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,
Employees 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,
Employees 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,
Employees 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,
Employees 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 extraordinary 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 Companys 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.
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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 entitys 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 entitys 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 Companys 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
I ntangible 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.
I ntangible 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 I mpairment 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.
I nterest 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
I ncome 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 Companys gratuity benefit scheme is a defined benefit plan. The Companys 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 I nvestments
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
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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 Groups 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 companys 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
MANAGEMENTS 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 readers
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.
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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.
I ncrease 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.
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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.
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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 Companys 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 entitys 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 entitys 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 Companys 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
I ntangible 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.
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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.
I nterest 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
I ncome 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 Companys gratuity benefit scheme is a defined benefit plan. Our Companys 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.
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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.
EBI TDA
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
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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:
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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.
EBI TDA
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
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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 engineers fee under the Mumbai Entry Points Project in June 2012, resulting in a the total amount
paid as independent engineers fee during fiscal year 2013 being lesser than the amount paid during fiscal year
2014. Increase in the total amount paid as independent engineers fee during fiscal year 2014 was also on
account of commencement of the payment of independent engineers 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.
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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.
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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.
EBI TDA
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.
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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 engineers 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.
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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
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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 arms 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.
I nflation
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
Managements 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 Managements 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, Employees 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, Employees 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, Employees 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, Employees 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.
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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.
458
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 Workmens 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
459
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
460
Nil
Material Frauds
Nil
II. Litigation involving our Subsidiaries
A. MIPL
Litigation against MI PL
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
461
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 Owners 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
Owners Association has prayed, inter alia, that the notification dated August 26, 2013 be quashed so as
to prevent member of the Virudhnagar District Bus Owners 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 RTRPLs 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
462
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
463
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 NHAIs 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
464
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 RTI PL
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.
465
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.
466
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 I TI PL
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 I TI PL
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 I EPL
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 I EPL
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 Governments 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 Managements 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, 3
rd
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, 3
rd
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, 3
rd
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.
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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.
I I . 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.
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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.
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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.
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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 Companys 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 PROMOTERS
CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO
FORM PART OF THE PROMOTERS 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 PROMOTERS
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 PROMOTERS 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, PROMOTERS 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 Companys instance
and anyone placing reliance on any other source of information, including our Companys 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.
4
8
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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 Companys 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--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 Companys 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 Companys 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--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--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.
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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 I nformation
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.
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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 I nformation Document for I nvesting in
Public I ssues Category of I nvestors Eligible to Participate in an I ssue, 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 companys 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.
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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 1/3
rd
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 companys 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 insurers 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 companys 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.
502
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
Dos:
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;
503
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.
504
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.
Donts:
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;
505
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;
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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
5
1
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, FIIs, 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 NIIs 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 RIIs 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
Depositorys 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
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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
537
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 Applicants 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
540
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) NECSPayment 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) NEFTPayment 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 CreditBidders/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) RTGSBidders/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 Participants Identification Number
Depositories National Securities Depository Limited and Central Depository Services (India)
Limited
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Term Description
Demographic Details Details of the Bidders/Applicants including the Bidder/Applicants address,
name of the Applicants 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 Commissions 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
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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
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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.
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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
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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 Companys 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
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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 Companys 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 Companys 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, NonIndependent 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)
________________________
Preeti Trivedi
(Independent Director)
________________________
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
M. Sankaranarayanan
(Chief Financial officer)
_______________________
Date: September 29, 2014
Place: Mumbai
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