DRAFT RED HERRING PROSPECTUS Dated 29 June 2010 Please read Section 60B of the Companies Act, 1956

100% Book Built Issue (The Red Herring Prospectus will be updated upon filing with the ROC)

JAIN INFRAPROJECTS LIMITED
Our Company was incorporated on 7 November 2006 under the provisions of Companies Act, 1956 by converting M/s. Bengal Construction Co, a partnership firm, into a company under Part IX of the Companies Act, 1956 under the name and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar of Companies at Kolkata, West Bengal. M/s. Bengal Construction Co was originally formed by a partnership deed dated 31 March 2000 and was subsequently reconstituted on 1 September 2001, 1 April 2004, 1 April 2005, 31 March 2006 respectively. Soon after incorporation, the name of the Company was changed from “Bengal Infrastructure Limited” to “Jain Infraprojects Limited” with effect from 21 December 2006 and a fresh certificate of incorporation was issued by the Registrar of Companies at Kolkata, West Bengal. For further information on changes in the name and registered office of our Company, please see section titled “History and Corporate Structure” on page 101 of this Draft Red Herring Prospectus. Registered Office: “Premlata Building”, 5th floor, 39 Shakespeare Sarani, Kolkata – 700 017 Tel.: +91 33 4002 7777 Fax: +91 33 4002 7744 E-mail: info@jaingroup.co.in Website: www.jaingroup.co.in Contact Person: Mr. Sumit Kumar Surana, Company Secretary & Compliance Officer Promoters of our Company: Mr. Mannoj Kumar Jain, Mrs. Rekha Mannoj Jain, Smriti Food Park Private Limited, Prakash Endeavours Private Limited and Tushita Builders Private Limited PUBLIC ISSUE OF [] EQUITY SHARES OF RS. 10 EACH OF JAIN INFRAPROJECTS LIMITED (“JIL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [] PER EQUITY SHARE) AGGREGATING UPTO RS. 30,000 LACS (THE “ISSUE”). THE ISSUE WOULD CONSTITUTE []% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY. THE FACE VALUE OF EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/Issue Period not exceeding ten working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager (“BRLMs”) and at the terminals of the other members of the Syndicate. The Issue is being made under Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended and through the 100% Book Building Process wherein upto 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Provided that our Company may allocate upto 30% of the QIB portion to the Anchor Investors on discretionary basis (“Anchor Investor Portion”). Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only and the remaining QIB portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If the aggregate demand by Mutual Funds is less than 5% of the QIB portion, the balance Equity Shares available for allocation in the Mutual Fund portion will be added to the QIB portion and be available for allocation proportionately to the QIB Bidders. Further not less than 15% of the Issue shall be available for allocation on a proportionate basis to NonInstitutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders subject to valid Bids being received from them at or above the Issue Price. Any Bidder may participate in this Issue though the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. Specific attention of investors is invited to the section titled “Issue Procedure” on page 288. RISK IN RELATION TO THE FIRST ISSUE This being the first issue of equity shares of our Company, there has been no formal market for the securities of our Company. The face value of the Equity Shares is Rs.10/- each and the Issue Price is „[●]-times‟ of the face value. The Issue Price (has been determined and justified by the Book Running Lead Managers and the Company as stated under the paragraph on “Basis for Issue Price”) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the statement of „Risk Factors‟ given on page xii of this Draft Red Herring Prospectus. ISSUER‟S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Issuer and the Issue that is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. IPO GRADING This Issue has been graded by [●] as [●] (pronounced [●]), indicating [●].The rationale furnished by the grading agency for its grading, will be updated at the time of filing of the Red Herring Prospectus with the Designated Stock Exchange. For more information on IPO Grading, please refer to the section titled “General information” beginning on page 14 of this Draft Red Herring Prospectus. LISTING ARRANGEMENT The Equity Shares of the Company are proposed to be listed on the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). We have received in-principle approval from these Stock Exchanges for the listing of our Equity Shares pursuant to their letters dated [] and [] respectively. For purposes of this Issue, the Designated Stock Exchange is [●]. BOOK RUNNING LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

IDBI CAPITAL MARKET SERVICES LIMITED 5th Floor, Mafatlal Centre Nariman Point, Mumbai - 400 021 Tel: +91 22 4322 1212 Fax: +91 22 2283 8782 Email: jaininfra.ipo@idbicapital.com Investor Grievance Email: redressal@idbicapital.com Website: www.idbicapital.com Contact Person: Mr. Piyush Bansal / Mr. Subodh Mallya SEBI Registration No.: INM000010866*** ISSUE OPENS ON*

SBI CAPITAL MARKETS LIMITED 202, Maker Tower „E‟, Cuff Parade, Mumbai 400 005 Tel: +91 22 2217 8300 Fax: +91 22 2218 8332 Email: jaininfra.ipo@sbicaps.com Investor Grievance Email: investor.relations@sbicaps.com Website: www.sbicaps.com Contact Person: Mr. Gitesh Vargantwar/ Ms. Sylvia Mendonca SEBI Registration No.: INM000003531

KEYNOTE CORPORATE SERVICES LIMITED 4th Floor, Balmer Lawrie Building, 5, J.N. Heredia Marg, Ballard Estate, Mumbai -400 001 Tel: +91 22 3026 6000 Fax: +91 22 2269 4323 Email: mbd@keynoteindia.net Investor Grievance Email: mbd@keynoteindia.net Website: www.keynoteindia.net Contact Person: Mr. Girish Sharma SEBI Registration No: INM 000003606

KARVY COMPUTERSHARE PRIVATE LIMITED Karvy House,46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500 034 Tel: +91 40 2331 2454 Fax: +91 40 2331 1968 E-mail:jaininfra.ipo@karvy.com Investor Grievance Email:

einward.ris@karvy.com
Website: http://karisma.karvy.com Contact Person: Mr. M. Murali Krishna SEBI Registration No: INR 000000221

BID/ISSUE PROGRAMME ISSUE CLOSES ON** []

[]

*Our Company may consider participation by Anchor Investors. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date. ** Our Company may consider closing the Bidding by QIB Bidders one Working Day prior to the Bid/Issue Closing Date subject to the Bid/Issue Period being for a minimum of three Working Days. ***Application for renewal of the licence has been made on 11 March 2010.

TABLE OF CONTENTS SECTION I: GENERAL I DEFINITIONS AND ABBREVIATIONS ...........................................................................................................I PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................................. IX FORWARD-LOOKING STATEMENTS ...........................................................................................................X SECTION II: RISK FACTORS XII SECTION III: INTRODUCTION 1 SUMMARY OF THE INDUSTRY ...................................................................................................................... 1 SUMMARY OF OUR BUSINESS ....................................................................................................................... 3 SUMMARY FINANCIAL INFORMATION ..................................................................................................... 7 THE ISSUE .......................................................................................................................................................... 13 GENERAL INFORMATION ............................................................................................................................ 14 CAPITAL STRUCTURE .................................................................................................................................... 23 OBJECTS OF THE ISSUE .................................................................................................................................. 37 BASIS FOR ISSUE PRICE .................................................................................................................................. 49 STATEMENT OF TAX BENEFITS ................................................................................................................... 52 BENEFITS AVAILABLE TO RESIDENT SHAREHOLDERS 54 SECTION IV: ABOUT THE COMPANY 61 INDUSTRY OVERVIEW ................................................................................................................................... 61 OUR BUSINESS ................................................................................................................................................. 72 REGULATIONS AND POLICIES .................................................................................................................... 89 HISTORY AND CORPORATE STRUCTURE .............................................................................................. 101 OUR SUBSIDIARY .......................................................................................................................................... 104 MATERIAL CONTRACTS ............................................................................................................................. 105 OUR MANAGEMENT .................................................................................................................................... 107 OUR PROMOTERS AND GROUP COMPANIES ....................................................................................... 119 RELATED PARTY TRANSACTION ............................................................................................................. 147 DIVIDEND POLICY ........................................................................................................................................ 148 SECTION V: FINANCIAL STATEMENTS 149 AUDITORS REPORT: STANDALONE FINANCIALS 149 AUDITORS REPORT: CONSOLIDATED FINANCIALS 182 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................................................. 216 FINANCIAL INDEBTEDNESS ...................................................................................................................... 234 SECTION VI: LEGAL AND REGULATORY INFORMATION 252 OUTSTANDING LITIGATIONS AND DEFAULTS ................................................................................... 252 GOVERNMENT APPROVALS ...................................................................................................................... 265 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................... 271 SECTION VII : ISSUE INFORMATION 280 TERMS OF THE ISSUE .................................................................................................................................... 280 ISSUE STRUCTURE ........................................................................................................................................ 283 ISSUE PROCEDURE........................................................................................................................................ 288 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................. 318 SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 320 SECTION IX: OTHER INFORMATION 343 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 343 DECLARATION .............................................................................................................................................. 345

SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS CONVENTIONAL OR GENERAL TERMS TERM Articles/Articles of Association Auditors Board/Board of Directors Companies Act Depository DESCRIPTION Articles of Association of our Company The Statutory Auditors of our Company, M/s. R.K. Chandak & Co., Chartered Accountants Board of Directors of our Company including a duly constituted committee thereof The Companies Act, 1956, as amended from time to time. A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time. The Depositories Act, 1996, as amended from time to time. A depository participant as defined under the Depositories Act, 1996 Foreign Currency Non Resident Account The period of twelve months ended 31 March of that particular year. Insurance Act, 1938, as amended from time to time.

Depositories Act Depository Participant FCNR Account Financial Year/ Fiscal/ FY Insurance Act Memorandum/Memorandum of Memorandum of Association of our Company Association Registered Office of our “Premlata Building”, 5th floor, 39 Shakespeare Sarani, Kolkata – 700 017, Company/ Registered Office of India the Company COMPANY RELATED TERMS Term “We”, “us”, “our”, “the Issuer”, “the Company”, “our Company”, “JIL” “Directors” “Our Promoters” Description Unless the context otherwise requires, refers to Jain Infraprojects Limited a public limited company incorporated under the provisions of Companies Act, 1956. Directors of Jain Infraprojects Limited, unless otherwise specified. Mr. Mannoj Kumar Jain, Mrs. Rekha Mannoj Jain, Smriti Food Park Private Limited, Prakash Endeavours Private Limited and Tushita Builders Private Limited. Jain Steel and Power Limited, Prakash Petrochemicals Private Limited, Prakash Vanijya Private Limited, Jain Space Infra Venture Limited, Jain Infra Developers Private Limited, Jain Energy Limited, Jain Coke & Power Private Limited, Bengal Infrastructure Development Private Limited, MK Media Private Limited, Jain Technologies Private Limited, Jain Heavy Industries Private Limited, Trinity Nirman Private Limited, Odyssey Realtors Private Limited, Neptune Plaza Maker Private Limited, Jain Renewable Energy Private Limited, Jain Realty Limited, Jain Power Limited, Jain Natural Resources Limited, Jain Energy Trading Limited, Global Scape Infrastructure Private Limited, Suraj Abhasan Private Limited, Jain Solar Energy Private Limited and Glossy Developers Private Limited. Jain Infra Global-F.Z.E. Prospective investors in this Issue.

“Our Group Companies”

“Our Subsidiary” “you”, “your” or “yours” INDUSTRY RELATED TERMS Term BRO CPWD DVC EPC JV

Description Border Roads Organisation Central Public Works Department Damodar Valley Corporation Engineering, Procurement and Construction Joint Venture

i

Term KM LOI MoRD MoRTH MoST MTPS NH NHAI NHDP PPP PWD RCC RCD RIDF RMC RSVY SPV ISSUE RELATED TERMS

Description Kilometre(s) Letter of Intent Ministry of Rural Development Ministry of Road Transport & Highways Ministry of Surface Transport Mejia Thermal Power Station National Highway National Highway Authority of India National Highway Development Project/Program Public Private Partnership Public Works Department Reinforced Cement Concrete Road Construction Department Rural Infrastructure Development Fund Ready Mix Concrete Rashtriya Sam Vikas Yojna Special Purpose Vehicle

TERM DESCRIPTION Allotment/ Allotment of Equity Unless the context otherwise requires, issue of Equity Shares pursuant to Shares this Issue. A successful Bidder to whom the Equity Shares are being/ have been Allottee allotted. A Qualified Institutional Buyer applying under the Anchor Investor Portion, Anchor Investor with a minimum Bid of Rs 1,000 Lacs. The day, one Working Day prior to the Bid/Issue Opening Date, on which Anchor Investor Bid/Issue Period Bids by Anchor Investors shall be submitted and allocation to Anchor Investors shall be completed. The final price at which Equity Shares will be issued and Allotted to Anchor Investors in term of the Red Herring Prospectus and the Prospectus, Anchor Investor Issue Price which price will be equal to or higher then the Issue Price but not higher than the Cap Price. The Anchor Investor Issue will be decided by our Company in consultation with the BRLMs. Up to 30% of the QIB Portion allocated by the Company to the Anchor Investors on a discretionary basis. One third of the Anchor Investor Portion Anchor Investor Portion shall be reserved for the domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investor. An application, whether physical or electronic, used by Bidders to make a ASBA/ Applications Supported bid authorising a SCSB to block the Bid amount in the specified bank by Blocked Amount account maintained with the SCSB. ASBA Bidder Prospective Investors in this Issue who intend to Bid/apply through ASBA. The form, whether physical or electronic, used by an ASBA Bidder to make ASBA Bid cum Application Form a Bid through a Self Certified Syndicate Bank, which will be considered as or ASBA BCAF the application for Allotment for the purposes of the Draft Red Herring Prospectus and the Prospectus. The form used by the ASBA Bidders to modify the quantity of the Equity ASBA Revision Form Shares or the Bid Amount in any of their ASBA BCAFs or any previous ASBA Revision Forms. The basis on which Equity Shares will be Allotted to Bidders under the Basis of Allotment Issue and which is described under “Issue Procedure” on page 288 of this Draft Red Herring Prospectus. An indication to make an offer, made during the Bidding/Issue Period by a Bidder or during the Anchor Investor Bid/Issue Period, by the Anchor Bid Investor to subscribe to the Equity Shares at a price within the Price Band, including all revisions and modifications thereto.

ii

TERM

DESCRIPTION

For the purpose of ASBA Bidders, it means an indication to make an offer during the Bidding/ Issue Period by an ASBA Bidder pursuant to the submission of the ASBA BCAF to subscribe to the Equity Shares. The highest value of the optional Bids indicated in the Bid cum Application Bid Amount Form. The date after which the members of the Syndicate and SCSB will not accept any Bids for this Issue, which shall be notified in a widely circulated Bid/ Issue Closing Date English national newspaper, a Hindi national newspaper and a Bengali newspaper. The date on which the members of the Syndicate and SCSB shall start accepting Bids for this Issue, which shall be the date notified in a widely Bid/ Issue Opening Date circulated English national newspaper, a Hindi national newspaper and a Bengali newspaper. The form in terms of which the Bidder shall make an offer to subscribe to the Equity Shares of the Company and which will be considered as the Bid cum Application Form application for allotment in terms of the Draft Red Herring Prospectus including ASBA BCAF (if applicable). Any prospective investor who makes a Bid pursuant to the terms of the Red Bidder Herring Prospectus and the Bid cum Application Form. Book building mechanism as provided under Schedule XI of the SEBI Book Building Process ICDR Regulations in terms of which this Issue is made. BRLMs/ Book Running Lead Book Running Lead Managers to this Issue, in this case being IDBI Caps, Managers SBI Caps and Keynote. The note or advice or intimation including any revision thereof sent to each CAN/ Confirmation of Allotment successful Bidder (including Anchor Investor) indicating the Equity Shares Note allocated after discovery of Issue Price. The upper end of the Price Band, above which the Issue Price will not be Cap Price finalized and above which no Bids will be accepted. The Issue Price finalised by the Company in consultation with the BRLMs and it shall be any price within the Price Band. A Bid submitted at Cut-off Cut-off/ Cut-Off Price Price by a Retail Individual Bidder and Eligible Employees, whose Bid Amount does not exceed Rs. 1,00,000 is a valid Bid at all price levels within the Price Band. Such branches of the SCSBs which shall collect the ASBA BCAF used by Designated Branches ASBA Bidders and a list of which is available on www.sebi.gov.in/pmd/scsb.html. The date on which funds are transferred from the Escrow Account to the Public Issue Account or the Refund Account, as appropriate, or the amount blocked by the SCSB is transferred from the bank account of the ASBA Designated Date Bidder to the Public Issue Account, as the case may be after the Prospectus is filed with the Registrar of Companies located at Kolkata, West Bengal, following which the Board of Directors shall allot Equity Shares to successful Bidders. Designated Stock Exchange []. The Draft Red Herring Prospectus dated 29 June 2010 issued in accordance Draft Red Herring with Section 60-B of the Companies Act and SEBI ICDR Regulations, Prospectus/DRHP which is filed with SEBI and does not have complete particulars on the price at which the Equity Shares are offered and size of the Issue. An NRI from such a jurisdiction outside India where it is not unlawful to make an offer or invitation under this Issue and in relation to whom the Eligible NRI Draft Red Herring Prospectus constitutes an invitation to Bid on the basis of the terms thereof. Equity Shares of the Company of face value of Rs. 10 each unless Equity Shares otherwise specified in the context thereof. Account opened with Escrow Collection Bank(s) and in whose favor the Escrow Account Bidder (excluding ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount when submitting a Bid.

iii

TERM Escrow Agreement

Escrow Collection Bank(s) First Bidder Floor Price IDBI Caps Indian National Issue Issue Agreement Issue Proceeds

DESCRIPTION Agreement to be entered into among the Company, the Registrar to this Issue, the Escrow Collection Banks, Syndicate Members and the BRLMs in relation to the collection of the Bid Amounts and dispatch of the refunds (if any) of the amounts collected, to the Bidders (excluding ASBA Bidders). The banks, which are registered with SEBI and are entitled to act as Banker(s) to the Issue at which the Escrow Account for the Issue will be opened, in this case being []. The Bidder whose name appears first in the Bid cum Application Form or Revision Form or ASBA BCAF. The lower end of the Price Band, below which the Issue Price will not be finalized and below which no Bids will be accepted. IDBI Capital Markets Services Limited. A citizen of India as defined under the Indian Citizenship Act, 1955, as amended, who is not an NRI. The issue of [] Equity Shares of Rs. 10 each fully paid up at the Issue Price aggregating upto Rs. 30,000 Lacs in terms of this Draft Red Herring Prospectus. The agreement dated 15 June 2010 entered into among our Company and the BRLM, pursuant to which certain arrangements are agreed to in relation to the Issue. The gross proceeds of the Issue that would be available to the Company. The period between the Bid / Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids. The final price at which Equity Shares will be issued and allotted in terms of the Draft Red Herring Prospectus or the Prospectus, as determined by the Company in consultation with the BRLMs, on the Pricing Date. The employee stock option plan framed by the Company being the JainInfra Employee Stock Option Plan, 2009. Keynote Corporate Services Limited. The amount paid by the Bidder at the time of submission of the Bid, being 100% of the Bid Amount. Means mutual funds registered with SEBI pursuant to the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time. Upto 5% of the QIB portion (excluding the Anchor Investor Portion), being [●] Equity Shares, available for Allocation on proportionate basis to Mutual Funds only. The remainder of the QIB portion shall be available for Allocation on a proportionate basis to all QIB bidders, including Mutual Funds. The Issue Proceeds less the Issue related expenses. For further information about use of the Issue Proceeds and the Issue expenses see “Objects of the Issue” on page 37 of this Draft Red Herring Prospectus. All Bidders (including sub-accounts which are foreign corporates or foreign individuals) that are not QIBs or Retail Individual Bidders and who have bid for Equity Shares for an amount more than Rs. 1,00,000 (but not including NRIs other than Eligible NRIs). The portion of this Issue being not less than 15% of the Issue consisting of [] Equity Shares of Rs. 10/- each aggregating Rs. [] Lacs, available for allocation to Non Institutional Bidders. A person resident outside India, as defined under FEMA and includes a Non Resident Indian. Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus. The Bid/Issue Closing Date, except with respect to Anchor Investors, the Anchor Investor Bidding Date or a date not later than two days after the Bid/Issue Closing date, as may be applicable.

Issue/ Bidding Period

Issue Price JainInfra ESOP 2009 Keynote Margin Amount Mutual Funds

Mutual Fund Portion

Net Proceeds

Non Institutional Bidders

Non Institutional Portion Non-Resident Offer Document Pay-in Date

iv

TERM

Pay-in-Period

DESCRIPTION With respect to Anchor Investors, it shall be the Anchor Investor Bid/ Issue Period and extending until two Working Days after the Bid/ Issue Closing Date.

In the event the Anchor Investor is required to pay any additional amount due to the Issue Price being higher than the Anchor Investor Issue Price. Price band of a minimum price (floor of the price band) of Rs. [●] and the maximum price (cap of the price band) of Rs. [●] and includes revisions thereof. The price band will be decided by the Company in consultation Price Band with the BRLMs and shall be notified in an English national daily newspaper, a Hindi national daily newspaper and Bengali newspaper, each with wide circulation. The date on which the Company in consultation with the BRLMs finalizes Pricing Date the Issue Price. The Prospectus to be filed with the RoC in accordance with Section 60 of the Companies Act, containing, inter alia, the Issue Price that is determined Prospectus at the end of the Book Building Process, the size of the Issue and certain other information. Account opened with the Banker to this Issue to receive monies from the Public Issue Account Escrow Account for this Issue on the Designated Date. The portion of the Issue to be Allotted to QIBs (including the Anchor QIB Portion Investor Portion) being upto [] Equity Shares. Public financial institutions as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual fund registered with SEBI, FII and sub-account registered with SEBI, other than sub-account which is a foreign corporate or foreign individual, multilateral and bilateral development financial institution, venture capital fund registered with Qualified Institutional Buyers or SEBI, foreign venture capital investor registered with SEBI, state industrial QIBs development corporation, insurance company registered with Insurance Regulatory and Development Authority, provident fund with minimum corpus of Rs. 2,500 Lacs, pension fund with minimum corpus of Rs. 2,500 Lacs, National Investment Fund set up by Government of India and insurance funds set up and managed by army, navy or air force of the Union of India. The Red Herring Prospectus to be issued in accordance with Section 60B of the Companies Act, which will not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Red Herring Prospectus/RHP Herring Prospectus will be filed with the RoC at least three days before the Bid Opening Date and will become a Prospectus upon filing with the RoC after the Pricing Date. The account opened with Escrow Collection Bank(s), from which refunds Refund Account (excluding to the ASBA Bidders), if any, of the whole or part of the Bid Amount shall be made. Refund Banker(s) The Banker(s) to the Issue, with whom the Refund Account(s) will be opened, in this case being []. electronic Refunds through electronic transfer of funds means refunds through ECS, Direct Credit, NEFT, RTGS or the ASBA process, as applicable. Karvy Computershare Private Limited. Individual Bidders (including HUFs and Eligible Employees) who have Bid for an amount less than or equal to Rs. 1,00,000 in any of the bidding options in this Issue. Consists of [] Equity Shares of Rs. 10 each aggregating Rs. [] Lacs, being not less than 35% of the Issue, available for allocation to Retail Individual Bidder(s). The form used by the Bidders (excluding ASBA Bidders) to modify the

Refunds through transfer of funds

Registrar/ Registrar to this Issue Retail Individual Bidders

Retail Portion Revision Form

v

TERM

DESCRIPTION quantity of Equity Shares or the Bid price in any of their Bid cum Application Forms or any previous Revision Form(s). SBI Caps SBI Capital Markets Limited. SCSB is a Banker to an Issue registered under SEBI (Bankers to an Issue) Self Certified Syndicate Bank Regulations, 1994 and which offers the service of making an Application (SCSB) Supported by Blocked Amount and recognized as such by SEBI from time to time. SEBI (Employee Stock Option Scheme and Employee Stock Purchase SEBI ESOP Guidelines Scheme) Guidelines, 1999 as amended from time to time. Stock Exchanges Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Syndicate The BRLMs and the Syndicate Member. The agreement to be entered into between the Company and the members Syndicate Agreement of the Syndicate, in relation to the collection of Bids (excluding ASBA Bids) in this Issue. Intermediaries registered with SEBI and Stock Exchanges and eligible to Syndicate Member act as underwriters. Syndicate Member(s) is / are appointed by the BRLMs, in this case being [●]. Transaction Registration Slip/ The slip or document issued by the Syndicate Member or the SCSB (only TRS on demands) to the Bidders as proof of registration of the Bid. Underwriters The BRLMs and the Syndicate Member. The Agreement among the Underwriters and the Company to be entered Underwriting Agreement into on or after the Pricing Date.

ABBREVIATIONS ABBREVIATION AED Act or Companies Act AGM AMBI AS ASBA AY BSE BG/LC CAGR CDSL CRISIL DP DP ID EBITA ECS EGM EPS ESOP FCNR Account FDI FEMA FEMA Regulations FULL FORM Arab Emirates Dirhams The Companies Act, 1956 as amended from time to time Annual General Meeting Association of Merchant Bankers of India Accounting Standards issued by the Institute of Chartered Accountants of India Application Supported by Blocked Amount Assessment Year Bombay Stock Exchange Limited Bank Guarantee/ Letter of Credit Compounded Annual Growth Rate. Central Depository Services (India) Limited Credit Rating and Information Services of India Limited Depository Participant Depository Participant‟s Identity Earnings Before Interest, Tax, Depreciation and Amortisation Electronic Clearing System Extra Ordinary General Meeting of the shareholders Earnings per Equity Share Employee Stock Option Plan Foreign Currency Non Resident Account. Foreign Direct Investment Foreign Exchange Management Act, 1999, as amended from time to time and the regulations issued thereunder FEMA (Transfer or Issue of Security by a Person Resident Outside India)

vi

ABBREVIATION

FULL FORM Regulations 2000 and amendments thereto Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India Financial Institutions Foreign Investment Promotion Board, Department of Economic Affairs, Ministry of Finance, Government of India Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000 Gross Domestic Product General Index Registry Number Government of India Hindu Undivided Family Indian Rupees, the legal currency of the Republic of India Generally Accepted Accounting Principles in India INE165J01014 The Income Tax Act, 1961, as amended from time to time The Income Tax Rules, 1962, as amended from time to time, except as stated otherwise Land Acquisition Act, 1894 as amended from time to time The official currency of the Great Socialist People's Libyan Arab Jamahiriy Million Memorandum of Understanding Not Applicable Net Asset Value National Electronic Fund Transfer Non Resident Non Resident External Account A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, each such term as defined under the FEMA (Deposit) Regulations, 2000, as amended Non Resident Ordinary Account National Securities Depository Limited National Stock Exchange of India Limited A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange Management (Transfer or Issue of Foreign Security by a Person resident outside India) Regulations, 2000. OCBs are not allowed to invest in this Issue Per annum Price/Earnings Ratio Permanent Account Number Profit after tax Profit before tax Person of Indian Origin Prime Lending Rate The Reserve Bank of India The Reserve Bank of India Act, 1934, as amended from time to time The Registrar of Companies, West Bengal Return on Net Worth Indian Rupees Real Time Gross Settlement Securities Contract (Regulation) Act, 1956, as amended from time to time Securities Contracts (Regulation) Rules, 1957, as amended from time to time

FII FIs FIPB FVCI GDP GIR Number GoI/ Government HUF INR / Rs./ Rupees Indian GAAP ISIN IT Act IT Rules LA Act LYD or Libyan Dollars Mn/ mn MOU NA/n.a NAV NEFT NR NRE Account NRI/Non-Resident Indian

NRO Account NSDL NSE

OCB

p.a. P/E Ratio PAN PAT PBT PIO PLR RBI RBI Act RoC/Registrar of Companies RoNW Rs./ INR RTGS SCRA SCRR

vii

ABBREVIATION SEBI

FULL FORM Securities and Exchange Board of India constituted under the SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to SEBI Act time SEBI Regulation/ SEBI ICDR The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 Regulations as amended SEBI Insider Trading Regulations The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, including instructions and clarifications issued by SEBI from time to time SEBI Takeover Regulations or Securities and Exchange Board of India (Substantial Acquisition of Shares Takeover Code and Takeovers) Regulations, 1997 as amended from time to time UAE Dirham or Dirham The official currency of United Arab Emirates USD/ $/ US$ The United States Dollar, the legal currency of the United States of America Notwithstanding the foregoing: a. In the section titled “Financial Statements” on page 149 of this Offer Document, defined terms shall have the meaning given to such terms in that section. In the section titled “Main Provisions of the Articles of Association of the Company” on page 320 of this Offer Document, defined terms have the meaning given to such terms in the Articles of Association of the Company.

b.

viii

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA Financial Data Unless stated otherwise the financial data in this Draft Red Herring Prospectus is derived from the Company‟s restated audited financial statements for the nine months ended 31 December 2009 and financial years ended 31 March 2009, 2008, 2007, 2006 and 2005 prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with SEBI Regulations, as stated in the report of the statutory Auditors, R.K.Chandak & Co. Our Fiscal Year commences on 1 April and ends on 31 March of a particular year. Unless stated otherwise, references herein to a fiscal year (e.g., fiscal 2010), are to the fiscal year ended 31 March of a particular year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding-off. Currency of Presentation All references to “India” in this Draft Red Herring Prospectus are to the Republic of India. In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to „Rupees‟ or „Rs.‟ are to Indian Rupees, the official currency of the Republic of India. All references to the word “Lakh” or “Lacs” means “one Hundred thousand”, the word “Crore” means“Hundred Lacs”, the word “million (million)” means “ten lakh”, the word “Crore” means “ten million” and the word “billion (bn)” means “one hundred crore”. In this Draft Red Herring Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off. All references to „$‟, „US$‟ or „U.S. Dollars‟ are to United States Dollars, the official currency of the United States of America. All references to “Dirham”, “UAE Dirham” are to the official currency of the United Arab Emirates. All references to “Libyan Dollars”, “LYD” are to the official currency of the Great Socialist People's Libyan Arab Jamahiriy. Exchange Rates This Draft Red Herring Prospectus contains translations of certain US Dollar, UAE Dirham and LYD into Indian Rupees that have been presented solely to comply with the requirements of the SEBI Regulations. These convenience translations should not be construed as a representation that those US Dollar, UAE Dirham and LYD could have been, or can be converted into Indian Rupees, at any particular rate, the rates stated below or at all Industry and Market Data Unless stated otherwise, Market and industry data used in this Draft Red Herring Prospectus has been obtained from publications (including websites) available in public domain and internal Company reports and data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Company believes the market data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified. Similarly, internal Company reports and data, while believed to be reliable, have not been verified by any independent source. The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the reader‟s familiarity with and understanding of the methodologies used in compiling such data. The information included in this Draft Red Herring Prospectus about other listed and unlisted companies is based on their respective annual reports and their respective information publicly available.

ix

FORWARD-LOOKING STATEMENTS We have included statements in this Draft Red Herring Prospectus which contains words such as aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue”, “is likely to result in”, “contemplate”, “seek to”, “future”, “objective”, “should” and similar expressions or variations of such expressions, that are “forward-looking statements”. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results and property valuations to differ materially from those contemplated by the relevant forward-looking statements. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries in India in which we have our businesses and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in our industry. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following:     General economic and business conditions in the markets in which the Company operates and in the local, regional and national and international economies; Changes in laws and regulations relating to the industries in which the Company operates; Increased competition in the industry in which the Company operates; The nature of our contracts with our customers which contain inherent risks and contain certain provisions which, if exercised, could result in lower future income and negatively affect our profitability; Unanticipated variations in the duration, size and scope of the projects; Changes in political and social conditions in India or in other countries that the Company may enter, the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices; Our ability to successfully implement and launch various projects and business plans for which funds are being raised through this Issue ; Our ability to meet our capital expenditure requirements; Fluctuations in operating costs; The performance of the financial markets in India; and Any adverse outcome in the legal proceedings in which we are involved.

 

    

For further discussion of factors that could cause our actual results to differ from our expectations, see the sections titled “Risk Factors”, “Our Business” and “Management‟s Discussion and Analysis of Financial Condition and Results of Operations” on pages xii, 72 and 216 respectively, of this Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that

x

have been estimated. Forward-looking statements refer to expectations only as of the date of this DRHP. Neither our Company nor members of the Syndicate nor any of their respective affiliates or associates have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company will ensure that investors in India are informed of material developments until the time of the grant of listing and trading approvals by the Stock Exchanges.

xi

SECTION II: RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business, results of operations and financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risk factors where the impact is not quantifiable and hence the same has not been disclosed in such risk factors. Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. Before making an investment decision, investors must rely on their own examination of the offer and us. Unless otherwise stated, the financial information of the Company used in this section is derived from our financial statements under Indian GAAP, as restated. Unless otherwise stated, we are not in a position to specify or quantify the financial or other risks mentioned herein. For capitalized terms used but not defined in this chapter, see the section titled “Definitions and Abbreviations” beginning on page i. Risks Relating to our Business Internal Risks 1. We are yet to acquire most of the land required for the execution of the proposed Sports City Complex. Any delay in the acquisition of the land may delay the completion of the project and will therefore adversely affect the financial condition of our Company and its business prospects. Pursuant to a letter of intent from the Sports Wing, Sports & Youth Services Department, Government of West Bengal, our Company was awarded the project of setting up a sports township at Rajarhat, West Bengal. Under the terms of the award, our Company has to procure 250 acres of land for setting up the sports township at Rajarhat. In view of the said project, our Company is in the process of procuring the land for setting up the Sports City Complex. The delay or inability in relation to the acquisition of the land by our Company may consequently delay the implementation of the Sports City Complex. We cannot assure you that we will be able to acquire and obtain undisputed legal title to and possession of the land best suited for the Sports City Complex and all necessary approvals and permits for the intended uses of such land. We cannot also assure you that such acquisitions will be completed in a timely manner, on terms that are commercially acceptable to us or at all. In the event the Company is unable to acquire and obtain undisputed legal title to and possession of the land suited for the Sports City Complex and all necessary approvals and permits for the intended uses of such land, the Company may not be able to execute the project in a timely manner, which may adversely affect the financial condition of our Company. 2. We may not be able to complete the construction of sports facilities to be spread over 50 acres out of the 250 acres earmarked for the Sports City Complex within the stipulated period of 4 years set out in the letter of intent. Any delay in completion of the project may have a material impact on our Company and its business prospects. The letter of intent contemplates a time duration of 4 (Four) years from the date of work order for the construction and development of the sports facilities over 50 acres (“Sports Facility Area”) of the earmarked 250 acres for the Sports City Complex. There is no assurance that we will be able to finish the construction and development of the Sports Facility Area within the stipulated period of 4 years, thereby having an impact on the financial position of our Company.

xii

3.

Our Company, one of our Promoters and some of our Group Companies have received demand notices from various tax authorities raising certain tax demands and in the event such demand notices become due and payable, it would have an implication on the financial condition of the Company. Our Company and some of our Group Companies have received various demand notices from the tax authorities under the IT Act, Service Tax Act and Central Excise Act. The outcome of said demand notices is uncertain and may have an implication on the financial condition of our Company. In the event said notices become immediately due and payable, the financial condition of our Company may be adversely affected. The quantum of such demands has been listed below: Name of Entity Our Company Jain Infraprojects Limited Our Promoter Tushita Builders Private Limited Our Group Companies Jain Steel and Power Limited Central Excise Tax Deduction at Source Entry Tax Jain Realty Limited Tax Deduction at Source Jain Energy Limited Tax Deduction at Source Sub-total (C) Total (A + B + C) 232.96 0.59 37.38 0.01 1.25 272.19 409.04 Service Tax Income Tax Tax Deduction at Source Sub-total (A) Income Tax Sub-total (B) 82.48 22.51 20.38 125.37 11.48 11.48 Nature of Demand Notice Quantum (Rs. in Lacs)

The Company, one of our Promoters and the abovenamed Group Companies may be subject to an aggregate liability of Rs. 409.04 Lacs along with interest and penalty that may be imposed by the tax authorities in relation to the said amounts. 4. There are certain other litigations filed against one of our Group Companies and the outcome of these proceedings may have an impact on the standing of the said group company Jain Steel and Power Limited had made certain payments of entry tax under the Orissa Entry Tax Act, 1999 against which the Company had filed a writ petition before the Orissa High Court challenging the validity of the Entry Tax Act which was disposed allowing Jain Steel and Power Limited to appeal against the demand order. Pending the finality of the proceedings, Jain Steel and Power Limited has been making payment of the entry tax in accordance with a decision of the division bench of Orissa High Court on the same issue. A Special Leave Petition has also been filed by Jain Steel and Power Limited before the Supreme Court challenging the validity of the Entry Tax Act which is pending. Depending on the outcome of these proceedings, Jain Steel & Power Limited may be required to pay the amounts remaining unpaid on the demand notices of Rs. 37.38 Lacs for entry tax and any such unfavourable decision of the Court may have an impact on the business and the financial condition of such company. Further, Jain Steel and Power Limited is also subject to an appeal filed before the National Environmental Appellate Authority under which the said company may be required to cease all operations at its steel plant situated at Durlaga, Jharsuguda District, Orissa. Any such decision of the Authority may have an adverse effect on the business and financial condition of the said Group Company and may, therefore, have an impact on the standing of our Group. 5. Portion of Equity Shares owned by Smriti Food Park Private Limited and Tushita Builders Private Limited, our promoters, have been pledged with our lender, IDBI Bank Limited, pursuant to

xiii

financial covenants contained in our loan agreements. If we default on our obligations, lenders may exercise their rights under the loan agreements. Two of our Promoters, Smriti Food Park Private Limited (“SFFPL”) and Tushita Builders Private Limited (“TBPL”), have entered into agreements for pledge of shares with IDBI Bank Limited in lieu of a facility granted to our Company. Pursuant to the said agreements, SFFPL and TBPL have pledged 20 percent and 10 percent, respectively, of the total shareholding in our Company. Further, in the event our Company defaults in relation to any of the covenants in the facility agreements, the concerned lenders may exercise such rights conferred on them, including the right to recall the loan amounts sanctioned. Further, IDBI Bank Limited may, upon a default by our Company of the covenants in the facility agreement, review the management setup or organization of our Company requiring our Company to restructure its management as may be considered necessary. If this happens, we may not be able to conduct our business as planned, or at all. 6. We are not aware of any licenses that have been either procured or applied for the work orders assigned to us by Westinghouse Saxby Farmer Limited. We have been assigned work orders by Westinghouse Saxby Farmer Limited (“Westinghouse”) from time to time. By virtue of the work orders awarded to Westinghouse by the Government of West Bengal, Westinghouse has been entrusted with the responsibility of procuring all applicable licenses for undertaking the said assigned projects. Westinghouse has, vide its letter dated 22 June 2010, undertaken the responsibility of procuring all necessary approvals and licenses from the relevant authorities for the assigned projects. We are unaware of any licenses and / or approvals that have been procured by Westinghouse for the assigned projects. We cannot assure you that all the requisite licenses and approvals have been obtained by Westinghouse. Further, we cannot assure you that there will be no actions taken against us for the licenses or approvals not procured by Westinghouse for the projects assigned to us. We cannot also assure you that there will be no disruptions of work of the assigned projects due to non procurement of the applicable licenses and approvals. In the event there is disruption of work because of the reason mentioned herein, the financial condition of our Company will be adversely affected. 7. We have given irrevocable performance bank guarantees amounting to Rs. 1,137.39 Lacs as on 27 May 2010 pursuant to the work orders awarded to us, which, if invoked, may adversely affect our financial position. We have given 14 (fourteen) continuing and irrevocable performance bank guarantees amounting to Rs. 11,37,39,354 as on 27 May 2010 to IRCON International Ltd, National Building Construction Corporation Limited, CPWD, Patna, Uttar Pradesh Rajkiya Nirman Nigam Ltd, the Commercial Tax Officer, Lucknow, Executive Engineer, RCD, Road Division, Motihari & Dhaka pursuant to work orders that have been awarded by the aforementioned entities to us. The said guarantees shall remain in force until a demand of claim under the guarantee is made in writing to the bank giving the said guarantee. Although such demands of claim under the performance guarantees have not been made by the banks and there have been no expressed interest from the banks of doing so, there is no surety that such demands of claim may not be raised by the banks and if such demands of claim are raised, the financial position of our Company may be adversely affected. 8. We have given corporate guarantees on behalf of Jain Steel and Power Limite and Prakash Vanijya Private Limited to the tune of Rs. 4,264.00 Lacs and Rs. 647.69 Lacs respectively for loans taken from HUDCO and Indian Bank by Jain Steel and Power Limited and from Central Bank of India by Prakash Vanijya Private Limited. In the event all or any of the corporate guarantees are invoked, it may adversely affect our financial condition. Our Company has availed fund based and non-fund based working capital facilities under a Consortium Agreement in addition to a term loan from the Central Bank of India. Further, our Group Companies have also obtained term loans from certain financial institutions. In respect of these term loans, Corporate Guarantees to the extent of Rs 4,911.69 Lacs have been provided by our Company and Group Companies such as Tushita Builders Private Limited, Smiriti Food Park Private Limited, Prakash Endeavours Private Limited, Prakash Vanijya Private Limited, Jain Technologies Park Private Limited, Jain Heavy Industries Private Limited, Neptune Plaza Maker Private Limited and Quantam Nirman Private Limited. These guarantees are continuing and irrevocable in nature and the Company

xiv

or its Group Companies may be required to repay the sums borrowed in the event of default on the part of the Company or concerned Group Company. In the event our Company or any Group Company is required to pay these amounts, the same would have an adverse bearing on the financial position of our Company or the concerned Group Company. 9. Two of our promoters, Mannoj Kumar Jain and Rekha Mannoj Jain, have given personal guarantees for Rs. 61,344 Lacs and Rs. 59,302 Lacs respectively borrowed by our Company and Group Companies from various banks and financial institutions. In the event all or any of the personal guarantees are invoked, it may adversely affect their financial position. Our Company has availed fund based and non-fund based working capital facilities under a consortium agreement and a term loan from the Central Bank of India under the loan agreement. Further, our Group Companies have also obtained term loans from certain banks / financial institutions. Our Promoters, Mannoj Kumar Jain and Rekha Mannoj Jain, have provided their personal guarantees for amounts aggregating to Rs. 61,344 Lacs and Rs. 59,302 Lacs respectively for repayment of the said working capital facilities, term loan and loans taken by our Group Companies. These guarantees are irrevocable and valid upto the repayment of the sums borrowed or the facilities availed by the Company or the concerned Group Company and our Promoters may be required to pay the said amounts in the event of default on the part of our Company or the Group Companies for repayment of the sums borrowed or facilities availed. In the event our Promoters are required to pay these amounts, the same would have a bearing on the financial position of our Company. 10. Our Promoters have significant control over us and have the ability to direct our business and affairs and their interests may conflict with your interests as a shareholder. As on date of the Draft Red Herring Prospectus, our Promoters, together with the members of the Promoter Group, hold 85.85% of our issued and paid up equity capital of the Company. Our Promoters, together with the members of the Promoter Group and the Promoter Group Companies, will hold [●] % of our post-Issue paid up capital. The Promoters have the ability to control our business, including matters relating to any sale of all or substantially all of our assets, timing and distribution of dividends, election of our officers and directors and change of control transactions. The Promoters‟ control could delay, defer or prevent a change in control of the Company, impede a merger, consolidation, takeover or other business combination involving the Company or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company even if it is in the Company‟s best interest. The Promoters and members of the Promoter Group may influence the material policies of the Company in a manner that could conflict with the interests of our other shareholders. 11. We await certain pending approvals and licences for some of our ongoing projects and in the event we are unable to procure these licences, our ability to execute these projects may be impaired Sl No Particulars of Contract IRCON International Limited, Bihar for improvement / upgradation of existing road of 1. State Highways into 2 lane roads in the Darbhanga District IRCON International Limited, Bihar for improvement / 2. upgradation of existing road of State Highways into 2 lane roads in the Samastipur district Road Construction Department, Bihar for 3. Improvement of Roads in Motihari & Dhaka Division Licences/Registrations Pending Approval/Renewal  Registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act  License No. L171/2007/ALCII under Contract Labour (Regulations and Abolition) Act  Registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act  Licence for 20 workers under the Contract Labour Date of Application

25 November 2009

16 June 2009

15 December 2009

xv

Sl No

Particulars of Contract

Licences/Registrations Pending Approval/Renewal (Regulation and Abolition) Act, 1970

Date of Application

Central Public Works Department, Bihar for Development of State Highways in the State Of Bihar under (RSVY) Package No. 12B ; District(s) East & West Champaran. I) Motihari Turkaulia Govindganj Road (SH –54)-6.6 KM ii) Bettia – 4. Areraj Road (SH –54)- 35.5 KM and Central Public Works Department, Bihar for development of State Highways in the State of Bihar under Rashtriya Sam Vikas Yojna (RSVY); SH:-c/o Bridges, Package No. 08Cb (DistrictEast/ West Champaran) Uttar Pradesh Rajkiya Nirman Nigam Limited, Uttar Pradesh 5. for Construction of Medical College for Ambedkarnagar

 Licence for 20 workers under the Contract Labour (Regulation and Abolition) Act, 1970  Registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act

20 November 2009

 Registration for employing contract labour under the Contract Labour (Regulation and Abolition) Act, 1970

05 September 2009

Though we have applied for the abovementioned licences and approvals, we are yet to receive the same. In the event we are unable to procure these licences, our ability to execute the projects may be impaired. 12. After the Issue, the price of our Equity Shares may become highly volatile, or an active trading market for our Equity Shares may not develop. The price of our Equity Shares on the Stock Exchanges may fluctuate after the Issue as a result of several factors, including: volatility in the Indian and global securities market; our operations and performance; performance of our competitors; the perception in the market with respect to investments in the road and real estate sectors; adverse media reports about us or the Indian road or infrastructure sector; changes in the estimates, performance or recommendations by financial analysts; significant developments in India‟s economic xviiberalization and deregulation policies; and significant developments in India‟s Fiscal regulations. There has been no public market for the Equity Shares of the Company and the price of the Equity Shares may fluctuate after the Issue. There can be no assurance that an active trading market for the Equity Shares will develop or be sustained after this Issue, or that the price at which the Equity Shares are issued will correspond to the price at which the Equity Shares will trade in the market subsequent to the Issue. 13. We have not obtained any third party appraisals for the objects of our Issue. Our funding requirements and the deployment of the proceeds of the Issue are based on management estimates and have not been appraised by any bank or financial institution. We may have to revise our management estimates from time to time and consequently our funding requirements may also change. The estimates contained in this Draft Red Herring Prospectus may exceed the value that would have been determined by third party appraisals, which may require us to reschedule the deployment of funds proposed by us and this may have a bearing on our expected revenues and earnings. Our Trademark “ ” is not a registered trademark.

14.

xvi

We have applied for the registration of our trademark “ ” on 4 October 2007. Though the same has been advertised in the trademark journals, the same is pending registration. We cannot assure you that we may be able to procure this trademark. Further, our trademark “ 15. ” is also used by most of our Group Companies.

Risk associated with Contingent Liabilities not provided for in the Restated Audited Financial Statements Contingent liabilities as on 31 December 2009 are as under: (in Lacs)
Particulars of liabilities As at December 31, 2009 As at March 31, 2009

Contingent liability in respect of guarantees and letter of credit given by banks on behalf of the Company. Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Jain Steel & Power Limited. Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Jain Realty Limited. Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Prakash Vanijya Private Limited.

15,124.68 4,264.00

10,982.63 4,023.64

1,994.52

1,787.00

647.69

Nil

If these contingent liabilities were to materialise, our resources may not be adequate to meet these liabilities or our financial condition could be adversely affected. For further details about our contingent liabilities, refer to the section titled “Management‟s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 216 of the Red Herring Prospectus and the notes to our financial Statements. 16. We have had negative net cash flows from operating and investing activities on a standalone and consolidated basis in the past and cannot rule out the possibility of such negative cash flows in the future. We have had negative cash flow in the past from operating and investing activities. On consolidated basis(in Lacs) For the year For the ended on year 31st March, ended 2007 on 31st March, 2006 (2,398.12) (63.68) (764.38) (284.01)

Particulars

For the period ended on 31st December, 2009 (14,466.16) 27.97

For the year ended on 31st March, 2009 (2,435.86) (1,830.47)

For the year ended on 31st March, 2008 (7,468.03) (228.44)

Net Cash Flow from Operating Activities Net Cash Flow from Investing Activities On standalone basis-

Particulars

Net

Cash

Flow

from

For the period ended on 31st December, 2009 (14,486.53)

For the year ended on 31st March, 2009 (2,385.49)

For the year ended on 31st March, 2008 (7,468.03)

For the year ended on 31st March, 2007

(in Lacs) For the year ended on 31st March, 2006

(2,398.12)

(63.68)

xvii

Operating Activities Net Cash Flow from Investing Activities

27.97

(1,880.17)

(228.44)

(764.38)

(284.01)

Any operating losses or negative cash flows in the future could affect our results of operations and financial conditions. For further details, please see the section titled „Financial Statements‟ of this Draft Red Herring Prospectus. 17. Some of our Group Companies and our Subsidiary have incurred losses during the past years. We cannot assure you that we will not incur losses in the future.

Some of our Group Companies have incurred losses during their past financial years, as set forth in the table below: (in Lacs) Sr. No Name of the Company F.Y.2006-07 F.Y.2007-08 F.Y.2008-09 1. Tushita Builders Private Limited 62.86 3.14 (38.00) 2. Smriti Food Park Private Limited 68.29 (0.47) 78.16 3. Prakash Vanijya Private Limited (0.94) (1.27) (1.00) 4. Prakash Petrochemicals Private Limited (0.26) (0.24) 2.77 5. Prakash Endeavours Private Limited 11.51 (63.77) (58.84) 6. Jain Infra Developers Private Limited (0.23) 7. Jain Coke & Power Private Limited (0.33) (0.30) 2.72 8. MK Media Private Limited N.A. N.A. (10.69) 9. Jain Technologies Private Limited (0.51) (18.92) (0.49) 10. Jain Heavy Industries Private Limited (0.54) (8.40) (0.70) 11. Trinity Nirman Private Limited N.A. (0.31) 12. Neptune Plaza Maker Private Limited N.A. (0.32) 13. Suraj Abasan Private Limited (0.06) (0.06) (0.06) For further details, please see section titled „Financial Statements‟ on page 149 of this Draft Red Herring Prospectus 18. We are yet to obtain lenders’ consents from some of our lenders for the proposed offering. Out of the seven consortium members, we have obtained consents from Central Bank of India, State Bank of India, State Bank of Bikaner and Jaipur and IDBI Bank Limited for the proposed intial public offering. We are yet to obtain consents from Punjab National Bank, UCO Bank and Indian Overseas Bank for the purpose of this initial public offering. However, they have, vide their letters, intimated to us that our request for approval is being considered by their competent authorities. In the event our lenders do not provide their express consent for the proposed initial public offering, our ability to raise capital through this offering may be impaired. For further details on our lenders and their consent, please refer to section on “Financial Indebtedness” on page 234 of this Draft Red Herring Prospectus. 19. We may not be able to procure contracts due to the competitive bidding process prevailing in the construction industry. Most tenders are awarded to our Company pursuant to a competitive bidding process. The notice inviting bids may either involve pre-qualification, or shortlisting of contractors, or a post qualification process. In a pre-qualification or shortlisting process, the client stipulates technical and financial eligibility criteria to be met by the potential applicants. Pre-qualification applications generally require us to submit details about our organizational set-up, financial parameters (such as turnover, net worth and profit and loss history), employee information, plant and equipment owned, portfolio of executed and ongoing projects and details in respect of litigations and arbitrations in which we are involved. In selecting contractors for major projects, clients generally limit the issue of tender to contractors they have pre-qualified based on several criteria, including experience, technical ability and performance, reputation for quality, safety record, financial strength, bidding capacity and size of previous contracts in similar projects, although the price competitiveness of the bid is usually the primary selection criterion. We may not be entitled to participate in projects where we are unable to meet the selection

xviii

criteria specified by the relevant client or company. Further, we may not be able to procure a contract even if we are technically qualified owing to price competitiveness in comparison to other bidders. 20. We are yet to place orders for capital equipment to be procured out of the proceeds of the issue. We propose to utilise an amount of Rs. 12,381.44 Lacs out of the proceeds of the issue for the purpose of procuring capital equipment. The detailed break up of our proposed utilization of proceeds is given under the head “Objects of the Issue” beginning on page 37. We have obtained quotations for the capital equipment proposed to be purchased but have not yet placed orders for the same or entered into definitive agreement with any vendors/suppliers. There might be a substantial time gap in placing the orders for the purchase of capital equipment. Thus, the actual cost would depend on the prices finally settled with the suppliers and to that extent may vary with the amounts calculated on the basis of the present quotations. 21. We have high working capital requirements. If we experience insufficient cash flows to fund our balance working capital requirements, there may be an adverse effect on the results of our operations. Our business requires significant amount of working capital. Our working capital gap for the nine month ended 31 December 2009 was Rs. 47,865 Lacs which was funded by the Banks to the extent of Rs. 29,576 Lacs and balance of Rs. 18,289 Lacs through internal accruals. Working capital is required to finance the purchase of materials, the hiring of equipment, construction and other work on projects. Our working capital requirements may continue to increase in future and would be part funded through internal accruals. If we experience insufficient cash flows to fund our working capital requirements, then it may have an adverse effect on our operations and profitability. 22. We have limited experience executing contracts outside India and we plan to further expand our operations outside India, which exposes us to additional risks. We may not be able to successfully manage some or all of the risks of such an expansion, which could have a material adverse effect on our results of operations and financial condition. To date, all of our business has been conducted in India. We plan to expand to other countries and regions where our international experience can provide cost and operational advantages. We face additional risks if we provide products and services in other countries or regions, including, adjusting our products and services to different geographies, obtaining the necessary construction materials and labour on acceptable terms, obtaining necessary governmental approvals and permits under unfamiliar regulatory regimes and identifying and collaborating with local business parties, contractors and suppliers with whom we have no previous relationship. We may not be able to successfully manage some or all of the risks of such an expansion, which could have a material adverse effect on the results of our operations and financial condition. 23. Our construction contracts are dependent on adequate and timely supply of key raw materials such as steel and cement at commercially acceptable prices. If we are unable to procure the requisite quantities of raw materials in time and at commercially acceptable prices, the performance of our business and results of operations may be adversely affected. Timely and cost effective execution of our projects is dependant on the adequate and timely supply of key raw materials, which includes cement, steel and other construction materials. We have not entered into any long term supply contracts with our suppliers. Further, transportation costs have been steadily increasing and the prices of raw materials themselves can fluctuate. If we are unable to procure the requisite quantities of raw materials in time and at commercially acceptable prices, the performance of our business and results of operations may be adversely affected. 24. We face significant competition in our business from other engineering construction companies. We operate in a competitive environment. Our competition varies depending on the size, nature and complexity of the project and on the geographical region in which the project is to be executed. Some of the construction businesses, that we compete with, have greater financial resources, economies of scale and operating efficiencies. We compete against various engineering and construction companies. While many factors affect the client decisions, price is the key deciding factor in most of the tenders

xix

awarded. There can be no assurance that we can continue to effectively compete with our competitors in the future and failure to compete effectively may have an adverse effect on our business, financial condition and results of operations. Furthermore, an increase in competition arising from the entry of new competitors into any sector in which we operate may force us to reduce our bid prices, which, in turn, could affect our profitability adversely. 25. Current tax benefits, which may not be available to us in the future. This may result in increased tax liabilities and reduced profit margins. Currently, certain tax credits under Section 80IA of the IT Act are available to all projects relating to infrastructure development; which results in reduced tax rate, compared to the statutory tax rates. There can be no assurance that these tax incentives will continue in the future. The non-availability of these tax incentives could adversely affect our financial condition and results of operations. 26. We have entered into, and will enter into, related party transactions. We have entered into transactions with several related parties, including our Promoters and Directors. While we believe that all such transactions have been conducted on an arm‟s length basis, there can be no assurance that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties. For more information regarding our related party transactions, please refer to the section titled “Related Party Transactions” beginning on page 147 of the Draft Red Herring Prospectus. 27. The Company’s ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures and the terms of its financing arrangements. The amount of its future dividend payments, if any, will depend upon the Company‟s future earnings, financial condition, cash flows, working capital requirements and capital expenditures. There can be no assurance that we will be able to pay dividend in the foreseeable future. Additionally, the Company is restricted by the terms of its debt financing from making dividend payments in the event the Company makes a default in any of the repayment instalments. 28. Our insurance coverage may not adequately protect us against certain operating hazards and this may have an adverse effect on our business. Our insurance policies currently consist of a general, workmen compensation, standard, equipment insurance, vehicle insurance and an all risk policy. There can be no assurance that any claim under the insurance policies maintained by us will be honoured fully, in part or on time. To the extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance coverage, results of our operations and cash flow could be adversely affected. Moreover, we do not maintain a key man insurance policy for any of our executive directors and our key managerial personnel. For details of our insurance cover, please refer to the section titled “Our Business” beginning on page 72 of the Draft Red Herring Prospectus. 29. Our business may be adversely affected by severe weather conditions. Our business operations may be adversely affected by severe weather, which may require us to evacuate personnel or curtail services and it may result in damage to a portion of our fleet of equipment or facilities resulting in the suspension of operations and may prevent us from delivering materials to our jobsites in accordance with contract schedules or generally reduce our productivity. Our operations are also adversely affected by difficult working conditions and extremely heavy rains during monsoon, which restrict our ability to carry on construction activities and fully utilize our resources. Our business is seasonal as road construction is generally not undertaken during monsoons and in extreme weather conditions. Therefore, our revenues and profitability may vary significantly from quarter to quarter. 30. Failure to adhere to agreed timelines could adversely affect our reputation and/or expose us to financial liability.

xx

Under some of our contracts, we are liable for any loss due to delay in commencement or execution of the work even if such delays are on account of procurement of construction material and fuel. The client may not extend the time period for completion except in case of temporary suspension of works ordered by it. Certain contracts also permit our clients to foreclose the contracts at any time due to reduction or abandonment of work and leave us with no recourse in the event of such abandonment. Certain contracts provide that we are required to complete the work as per schedule even if payments due to us have not been made. In the event of non-completion of work on schedule or defects in our work or damage to the construction due to factors beyond our control, we may incur significant contractual liabilities and losses under our contracts and such losses may materially and adversely affect our financial performance and results of operations. 31. Our success will depend on our ability to attract and retain our key personnel. Currently, we depend on senior executives and other key management members to implement our projects and our business strategy. If any of these individuals resign or discontinues his or her service and is not adequately replaced, our business operations and our ability to successfully implement our projects and business strategies could be materially and adversely affected. We intend to develop our own employee base to perform these services in the future, but this will depend on our ability to attract and retain key personnel. Competition for management and industry experts in the industry is intense. Our future performance depends on our ability to identify, hire and retain key technical, support, engineers, and other qualified personnel. Failure to attract and retain such personnel could have a material adverse impact on our business, financial condition and results of operations. 32. We engage sub-contractors or other agencies to execute some portions of our road projects. Failure on their part to complete the orders on time would have a bearing on our reputation and our financial position. We may rely on third parties for the implementation of some of our projects. For such projects, we generally enter into several arrangements with third parties. Accordingly, the timing and quality of construction of our contracts depend on the availability and skill of those sub-contractors. We may also engage casual workforce in our projects. Although we believe that our relationships with our subcontractors are cordial, we cannot assure that such sub-contractors will continue to be available at reasonable rates and in the areas in which we execute our projects. If some of these third parties do not complete the orders timely or satisfactorily, our reputation and financial condition could be adversely affected. 33. Our indebtedness and the conditions and restrictions imposed by our financing agreements could restrict our ability to conduct our business and operations. As on 31 December 2009, we have availed an aggregate of Rs. 34,977 Lacs as secured loans from various banks and unsecured loan from promoters and others. Most of our loans are secured by way of mortgage of fixed assets and hypothecation of current assets, both present and future. In case, we are not able to pay our dues in time, the same may adversely impact our result of operations. The financing arrangements by our Company also include conditions and covenants that require our Company to obtain consents of the lenders prior to carrying out certain activities and entering into certain transactions. Some of such covenants are as under: Without the written consent of the banks, the Company cannot:  Compound or release any book-debts nor do anything whereby the recovery of the same may be impeded, delayed or prevented;  Deal with the goods, movables and other assets and documents of title thereto, or the goods, movables and other assets covered by the documents pledged or hypothecated or otherwise charged to the Banks Without prior written consent of bank, the Company cannot:  Declare dividends on share capital  Effect a change in its capital structure  Formulate any scheme of amalgamation or reconstruction

xxi

      

Implement any scheme of expansion or diversification or modernization other than incurring routine capital expenditure Make any corporate investments by way of share capital/debentures or lend or advance funds to or place deposits with any other concern expect as done in normal course of business or required under law Undertake guarantee obligation on behalf of any third party or other company Make any other borrowing arrangement Pay dividend other than out of current year‟s profit after making all due provisions Dispose of the whole or substantially the whole of undertaking. Remove or dismantle any assets comprised as security expect where the same by reason of the assets being worn out

Failure to obtain such consents can have significant consequences on our capacity to expand and it can adversely impact our results of operations. 34. Our registered office and other offices are located on leased premises and failure to renew the same would have a material adverse effect on our business operations. The registered office of our Company is located at “Premlata Building”, 5th floor, 39 Shakespeare Sarani, Kolkata – 700 017. We have taken this property on lease from one of our Promoter, Prakash Endeavours Private Limited, pursuant to a rent agreement executed between Prakash Endeavours Private Limited and our Company dated 1 April 2009 for a period of 5 years. Our branch offices in the cities of Patna, Lucknow, Bangalore and Delhi are also located on leased premises. If any of the owners of these premises revoke the arrangements under which we occupy the premises or impose terms and conditions that are unfavourable to us, we may suffer a disruption in our operations or have to pay increased charges, which could have a material adverse effect on our business, financial condition and results of operations. For more information, see “Our Business” on Page 72 of this Draft Red Herring Prospectus. 35. Unsecured loans taken by the issuer, promoter, group companies or associates can be recalled by the lenders at any time. AS on 31 December 2009, we had an unsecured loans from promoters and other entities to the extent of Rs. 3,305 Lacs for the smooth operation of the Company which may be re-called at any point of time upon the discretion of the lenders. These unsecured loans constitute 9.45% of the total outstanding loan in the books of the Company as on 31 December 2009. In the event such amount becomes due and payable immediately, it may have an effect on the financial condition on the company. 36. Certain Government/Statutory Approvals and/or Licenses may have expired or applications for the same are pending before the concerned authorities. While our Company has endeavored to obtain or apply for all applicable governmental, statutory and regulatory permits, licenses and approvals, including renewals thereof, to operate its business, certain governmental or statutory approvals and/or licenses may have expired or applications for the same (or renewals thereof) are still pending before the concerned authorities. In future, our Company will be required to renew such permits, licenses and approvals, and obtain new permits, licenses and approvals in order to carry on current business operations and for any proposed new operations. While we believe that we will be able to renew or obtain such permits, licenses and approvals as and when required, there can be no assurance that the relevant authorities will issue or renew any of such permits, licenses or approvals in the time-frame anticipated by it or at all. Such non-issuance or non-renewal may result in the interruption of our business operations and may have a material adverse effect on our project completion schedule, results of operations and financial conditions. For further details, please refer the section titled “Government Approvals” starting from page no. 265 of this Draft Red Herring Prospectus. 37. Conflict of interest on account of promoters or directors of the issuer involved in ventures with same line of activity. Some of our Group Companies namely Tushita Builders Private Limited, Bengal Infrastructure Development Private Limited, Trinity Nirman Private Limited, Odyssey Realtors Private Limited,

xxii

Neptune Plaza Maker Private Limited, Jain Realty Limited, Global Scape Infrastructure Private Limited, Suraj Abasan Private Limited, Jain Infra Developers Private Limited, Jain Space Infra Venture Limited, Prakash Endeavours Private Limited and Glossy Developers Private Limited are in the same line of business as ours. Hence, there will be common pursuits between us and Tushita Builders Private Limited, Bengal Infrastructure Development Private Limited, Trinity Nirman Private Limited, Odyssey Realtors Private Limited, Neptune Plaza Maker Private Limited, Jain Realty Limited, Global Scape Infrastructure Private Limited, Suraj Abasan Private Limited, Jain Infra Developers Private Limited, Jain Space Infra Venture Limited, Prakash Endeavours Private Limited and Glossy Developers Private Limited, which may result in a conflict of interest between our group companies and the business strategies, and operations of our Company. For further details refer to section titled “Group Companies” on page no. 119 of this Draft Red Herring Prospectus. 38. Our Promoters may have a conflict of interest as most of our group entities are in the same line of business. Some of the entities owned/promoted by our Promoters are in the same line of business as our Company. Hence, our Company may not get the full benefit of our Promoters‟ focused attention and managerial skills. This may result in conflict of interest between our Promoters and the business strategies of our Company. For further details, refer to the section titled “Our Promoters and Promoter Group” under the heading „Common Pursuit‟ on page no. 119 of this Draft Red Herring Prospectus. External Risks Certain factors beyond the control of our Company could have a negative impact on our Company's performance, such as:
39. The extent and reliability of Indian infrastructure could adversely impact our results of operations and financial conditions. India‟s physical infrastructure is less developed than that of many developed nations. Any congestion or disruption with its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt our normal business activity. Any deterioration of India‟s physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies and add costs to doing business in India. These problems could interrupt our business operations, which may have a material adverse effect on our results of operations and financial condition. 40. A slowdown in the economic growth in India could cause our business to suffer.

We derive substantially all of our revenues from operations in India and, consequently, our performance and growth is dependent on the state of the overall Indian economy. The Indian economy has shown sustained growth over the last several years, with real GDP growing at 6.7% in the year ended 31 March 2009, 9.3% in the year ended 31 March 2008 and 9.2% in the year ended 31 March 2007. However, growth in industrial production in India has been variable. Any slowdown in the Indian economy and, in particular, in the demand for telecommunications services, could adversely affect our business (including reducing demand for our telecommunication towers and OFC network) and the businesses of our customers. 41. Any downgrading of India’s debt rating by a domestic or international rating agency could have a negative impact on our business. India‟s sovereign debt rating could be downgraded due to various factors, including changes in tax or fiscal policy or a decline in India‟s foreign exchange reserves, which are outside our control. Any adverse revisions to India‟s credit ratings for domestic and international debt by domestic or international rating agencies may adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on our business and financial performance, ability to obtain financing for capital expenditures and the price of our Equity Shares. 42. Changes in Government Policies and political situation in India may have an adverse impact on the business and operations of our Company.

xxiii

The Government of India has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. Our business and the market price and liquidity of the Company‟s shares, may be affected by changes in Government of India‟s policies, including policies on taxation. Social, political, economic or other developments in or affecting India could also adversely affect our business. Since 1991, successive governments have pursued policies of economic liberalisation and financial sector reforms including significantly relaxing restrictions on the private sector. The rate of economic liberalisation could change and specific laws and policies affecting infrastructure projects, foreign investment and other matters affecting investment in our Equity Shares could change as well. The current Government is a coalition of various parties and the withdrawal of support by parties in the coalition could result in general elections being held in the country. In addition, any political instability in India may adversely affect the Indian economy and the Indian securities markets in general, which could also affect the trading price of our Equity Shares. India‟s economy could be adversely affected by a general rise in interest rates, adverse weather conditions affecting agriculture, general or sharp increase in commodity and energy prices as well as various other factors. A slowdown in the Indian economy could adversely affect the policy of the Government of India towards infrastructure, which may, in turn, adversely affect our financial performance and our ability to implement our business strategy.
43. If communal disturbances or riots erupt in India, or if regional hostilities increase, this would adversely affect the Indian economy and our business. Some parts of India have experienced communal disturbances, terrorist attacks and riots during recent years. If such events recur, our operational and marketing activities may be adversely affected, resulting in a decline in our income. The Asian region has, from time to time, experienced instances of civil unrest and hostilities among neighbouring countries. Since May 1999, military confrontations between countries have occurred in Kashmir. The hostilities between India and its neighboring countries are particularly threatening because India and certain of its neighbors possess nuclear weapons. Hostilities and tensions may occur in the future and on a wider scale. Also, since 2003, there have been military hostilities and continuing civil unrest and instability in Iraq, Afghanistan and other countries in the Indian sub-continent. In July 2006 and November 2008, terrorist attacks in Mumbai resulted in numerous casualties. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy and could have a material adverse effect on the market for securities of Indian companies, including our Equity Shares. 44. The occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition. The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely affect our results of operations or financial condition, including in the following respects:  Catastrophic loss of life due to natural or man-made disasters could cause us to pay benefits at higher levels and/or materially earlier than anticipated and could lead to unexpected changes in persistency rates. A natural or man-made disaster, particularly along the Yamuna river, could result in losses in our projects, or the failure of our counterparties to perform, or cause significant volatility in global financial markets. Pandemic disease, caused by a virus such as H5N1, the “avian flu” virus, or H1N1, the “swine flu” virus, could have a severe adverse effect on our business. The potential impact of such a pandemic on our results of operations and financial position is highly speculative, and would depend on numerous factors, including: the probability of the virus mutating to a form that can be passed from human to human; the rate of contagion if and when that occurs; the regions of the world most affected; the effectiveness of treatment of the infected population; the rates of mortality and morbidity among various segments of the insured versus the uninsured population; our insurance coverage and related exclusions; the possible macroeconomic effects of a pandemic on our asset portfolio; the effect on lapses and surrenders of existing policies as well as sales of new policies; and many other variables.

xxiv

45.

Terrorist attacks and other acts of violence or war involving India and other countries could adversely affect the financial markets, result in a loss of business confidence and adversely affect our business, prospects, financial condition and results of operations. There has recently been an increase in the frequency and scale of terrorism in India and globally. On November 26, 2008, terrorists attacked two hotels, a railway station, restaurant, hospital, and other locations in Mumbai causing casualties. In July 2006, a series of seven explosions were launched by extremists on commuter trains and stations in India. Our business is vulnerable to terrorism, whether due to physical damage, reduced usage or increased fuel, insurance or other costs. Terrorism is inherently unpredictable and difficult to protect against. Moreover, even the threat or perception of terrorism can have devastating economic consequences. Many of our insurance policies specifically exclude recovery for damage that results from terrorism. Any damage to any of our businesses as a result of actual or perceived terrorist activities could reduce our revenues and/or increase our costs, which would adversely affect our business, results of operations and financial condition.

46.

Financial instability in Indian financial markets could materially and adversely affect our results of operations and financial condition. The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, the United States and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors‟ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss in investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability, including further deterioration of credit conditions in the U.S. market, could also have a negative impact on the Indian economy. Financial disruptions may occur again and could harm our results of operations and financial condition.

47.

Our ability to raise foreign capital may be constrained by Indian law.

As an Indian company, we are subject to exchange control laws that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources for ongoing expansion plans, acquisitions and other strategic transactions and hence, could constrain our ability to obtain financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be granted to us without onerous conditions or at all. Limitations on foreign debt may have a material adverse impact on our business growth, financial condition and results of operations. 48. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares. The Indian securities markets are smaller than securities markets in more developed economies. Further, the regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants differ, in some cases, significantly from those in the US and Europe. In the past, Indian stock exchanges have experienced temporary exchange closures, broker defaults and settlement delays which, if continuing or recurring, could affect the market price and liquidity of the securities of Indian companies, including the Equity Shares. A closure of, or trading stoppage on, the stock exchanges could adversely affect the trading price of the Equity Shares. In the past, the stock exchanges have experienced substantial fluctuations in the prices of listed securities. In addition, the governing bodies of the Indian stock exchanges have, from time to time, restricted securities from trading, limited price movements and restricted margin requirements. Further, from time to time, disputes have occurred between listed companies and the stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. Similar problems could occur in the future and, if they do, they could harm the market price and liquidity of the Equity Shares.
Risks Relating to our Equity Shares 49. You will not be able to immediately sell any of the Equity Shares you purchase in this Issue on the Stock Exchanges.

xxv

Under the SEBI Regulations, we are required to allot Equity Shares within 12 Working Days of the Bid/Issue Closing Date. Consequently, the Equity Shares you purchase in the Issue may not be credited to your book or dematerialized account with Depository Participants until 12 days of the Bid/Issue Closing Date. You can start trading in the Equity Shares only after they have been credited to your dematerialized account and listing and trading permissions are received from the Stock Exchanges. 50. The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue. The Issue Price of our Equity Shares will be determined by the Company in consultation with the BRLMs through the Book Building Process. This price will be based on numerous factors (discussed in the section titled “Basis for the Issue Price” on page 49) and may not be indicative of the market price for our Equity Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue and may decline below the Issue Price. There can be no assurance that the investor will be able to resell their Equity Shares at or above the Issue Price. 51. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time. Following the Issue, our listed Equity Shares will be subject to a daily “circuit breaker” imposed by all stock exchanges in India, which does not allow transactions beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently of the index-based, marketwide circuit breakers generally imposed by Indian stock exchanges. The percentage limit on our circuit breakers will be set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchanges will not inform us of the percentage limit of the circuit breaker in effect from time to time and may change it without our knowledge. This circuit breaker will limit the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, no assurance can be given regarding your ability to sell your Equity Shares or the price at which you may be able to sell your Equity Shares at any particular time. 52. Additional issuances of Equity Shares may dilute holdings of our shareholders. Any future issuance of our Equity Shares or securities linked to our Equity Shares may dilute holdings of our shareholders. After the completion of the Issue, our Promoter will own, directly and indirectly, a substantial majority of our outstanding Equity Shares. Sales of a large number of our Equity Shares by our Promoter could adversely affect the market price of our Equity Shares. Similarly, the perception that any such primary or secondary sale may occur, could adversely affect the market price of our Equity Shares. 53. We cannot assure you that we will make dividend payments. We may not pay dividends to shareholders. Such payments will depend upon a number of factors, including our results of operations, earnings, capital requirements and surplus, general financial conditions, contractual restrictions including our debt covenants, applicable Indian legal restrictions and other factors considered relevant by our Board of Directors.

54.

The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after

the Issue. The Book Building Process will determine the Issue Price of our Equity Shares. This price will be based on numerous factors (discussed in the section "Basis for Issue Price" on page 49 of this Draft Red Herring Prospectus) and may not be indicative of the market price for our Equity Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may decline below the Issue Price. We cannot assure you that you will be able to resell your Equity Shares at or above the Issue Price. Among the factors that could affect our share price are: Quarterly and other variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenues; Changes in revenue or earnings estimates or publication of research reports by analysts; Speculation in the press or investment community; General market conditions; and domestic and international economic, legal and regulatory factors unrelated to our performance.

xxvi

Prominent Notes to Risk Factors: 1. The net worth of our Company was Rs. 18,920.74 Lacs as per our standalone restated financial statements as at 31 December 2009 under the Indian GAAP and the Issue size is Rs 30,000 Lacs. Public Issue of [●] Equity Shares of Rs.10 each for cash at a price of Rs. [●] per Equity Share (including share premium of Rs. [●] per Equity Share) aggregating upto Rs. 30,000 Lacs. The Issue will constitute [●] of the post-Issue paid-up capital of our Company. The net asset value/book value per equity share of Rs.10 each was Rs. 79.06 as of 31 December 2009 as per our restated financial statements included in this Draft Red Herring Prospectus.

2.

3.

4.

The average cost of acquisition of the Equity Shares by our Promoter is as under:

Sr. No. 1. 2. 3. 4. 5. 5.

Name of our Promoters Mr.Mannoj Kumar Jain Ms. Rekha Mannoj Jain Smriti Food Park Pvt. Ltd. Prakash Endeavours Pvt. Ltd. Tushita Builders Pvt. Ltd.

Average cost of acquisition of shares (Rs.) 11.25 12.06 10.89 21.74 10.00

Except as disclosed in “Capital Structure” on page 23] of this Draft Red Herring Prospectus, we have not issued any shares for consideration other than cash. Except as disclosed in “Management” and “Group Companies” on pages 107 and 119 of this Draft Red Herring Prospectus, none of our Promoters, our Directors and our key management personnel have any interest in our Company except to the extent of remuneration and reimbursement of expenses, interest on loans and to the extent of the Equity Shares held by them or their relatives and associates or held by the companies, firms and trusts in which they are interested as directors, members, partners and/or trustees and to the extent of the benefits arising out of such shareholding.

6.

7.

For details on the transactions by the Group Companies during the last year, the nature of the transactions and the cumulative value of transactions, see “Related Party Transactions” on page 147 of this Draft Red Herring Prospectus.

8.

The Issue is being made through the 100% Book Building Process, wherein upto 50% of the Issue shall be available for allocation on a proportionate basis to QIBs, of which 5% (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to all QIB Bidders including Mutual Funds, subject to valid Bids being received from them, at or above the Issue Price. Further, not less than 15% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

9.

Under-subscription in any of the categories, if any, will be met with spill-over from other categories at the sole discretion of the company, in consultation with the BRLMs.

10.

Any clarification or information relating to the Issue shall be made available by the BRLMs and our Company to investors at large and no selective or additional information will be available for any subset of investors in any manner whatsoever. Investors may contact the BRLMs who have submitted the due diligence certificate to SEBI for any complaints pertaining to the Issue.

xxvii

11.

Investors are advised to refer to “Basis for Issue Price” on page 49 of this Draft Red Herring Prospectus before making an investment in this Issue.

12.

For details of transactions in Equity Shares undertaken by our Directors, Promoters or Promoter Group, see “Capital Structure – Share Capital History of the Company” on page 23 of this Draft Red Herring Prospectus. Except as mentioned in the sections titled “Capital Structure” beginning on page 23 of this Draft Red Herring Prospectus, we have not issued any Equity Shares in the last twelve months.

13.

14.

Our Company was incorporated on 31 March 2000 as a partnership firm under the name and style of „Bengal Construction Co‟, which was subsequently converted into a public limited company on 7 November 2006 under the Companies Act, 1956 in the name and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of the Company was further subsequently changed to “Jain Infraprojects Limited” with effect from 21 December 2006 and a fresh certificate of incorporation was obtained from Registrar of Companies, West Bengal. For further details of changes in the name and registered office of our Company, see “History and Corporate Structure” on page 101 of this Draft Red Herring Prospectus. There has been no change in the name of our company in last three years immediately preceding the date of filing this Draft Red Herring Prospectus. Our Promoters may be engaged in businesses similar to ours. For more details, see “Our Promoters and Group Companies” beginning on page 119 of this Draft Red Herring Prospectus.

15.

16.

All information shall be made available by the BRLMs and the Company to the public and investors at large and no selective or additional information would be available only to a section of the investors in any manner whatsoever.

xxviii

SECTION III: INTRODUCTION

SUMMARY OF THE INDUSTRY The information in this section includes extracts from publicly available information, data and statistics and has been derived from various government publications and industry sources, including reports that have been prepared by CRISIL. Neither we nor any other person connected with the Issue have verified this information. The data may have been re-classified by us for the purposes of presentation. Our Company accepts responsibility for accurately reproducing such information, data and statistics. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based on such information. Disclaimer from CRISIL: CRISIL limited has used due care and caution in preparing this report. Information has been obtained by CRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. No part of this report may be published/reproduced in any form without CRISIL‟s prior written approval. CRISIL is not liable for investment decisions which may be based on the views expressed in this report. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL‟s Rating Division, which may, in its regular operations, obtain information of a confidential nature that is not available to CRISIL Research. Overview of the Indian Economy The fiscal 2009-10 began on a somber note, with global economies coming out clutches of the slowdown. There was a significant slowdown in the growth rate in the second half of 2008-09, following the financial crisis that began in the industrialized nations in 2007 and spread to the real economy across the world. Yet, over the span of the year, the economy posted a remarkable recovery, not only in terms of overall growth figures but, more importantly, in terms of certain fundamentals, which justify optimism for the Indian economy in the medium to long term. The Advance estimates of GDP for 2009-10 released by the Central Statistical Organization (CSO) pegs the growth of the Indian economy at 7.2 per cent in 2009-10, with the industrial and the service sectors growing at 8.2 and 8.7 per cent respectively. The economic activities which registered significant growth in the third quarter of 2009-10 over the corresponding period in 2008-09 are 'Mining and Quarrying' at 9.6 per cent, 'Manufacturing' at 14.3 per cent, 'Construction' at 8.7 per cent, 'Trade, hotels, transport and communication' at 10 per cent and 'financing, insurance, real estate and business services' at 7.8 per cent. (Source: Central Statistical Organization) The charts below set forth certain indicators of the Indian economy for the past six fiscals:

Annual Growth Rate of GNP (@FC)
Billions

Foreign Exchange Reserves (US Mn)
375
300

12

9 7.5

9.5

9.7

9.6

310 252

225
6.8

277

6

7.2
150

199 142 152

3

75 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10

0

2004-05

2005-06

2006-07

2007-08

2008-09

2009-10

1

CONSTRUCTION INDUSTRY Introduction It is estimated that investments in construction will almost double to Rs 12,189 billion during 2008-09-2012-13 from Rs 6,217 billion during 2003-04 - 2007-08 (2008-09 prices). The construction industry is expected to grow at a healthy CAGR of 35 per cent during 2008-09 and 2012-13. Infrastructure spending especially in roads, power, irrigation and urban infrastructure will drive this growth. (Source: CRISIL Research, Construction, September 2009) Infrastructure investments will account for around 66 per cent of total investments and drive growth of the construction industry. The government‟s increased focus on roads, ports, airports, urban infrastructure and irrigation will support growth. The Central government has introduced numerous policies and schemes like Bharat Nirman Yojana, National Highway Development Program (NHDP), Jawaharlal Nehru National Urban Renewal Mission (JNNURM) and stimulus packages etc to improve infrastructure in the country. (Source: CRISIL Research, Construction, September 2009) In the infrastructure segment, roads sector will be the primary growth driver. Roads, irrigation and urban infrastructure together will constitute 72 per cent of total construction expenditure on infrastructure segment over the next 5 years (2008-09 to 2012-13). (Source: CRISIL Research, Construction, September 2009) Construction expenditure on infrastructure segment will maintain the growth momentum due to increased government focus on infrastructure development in the country. Although expenditure on the industrial segment is expected to grow at a faster pace as compared to infrastructure segment, the latter will drive growth in construction industry owing to higher construction intensity and sheer quantum of investments. Infrastructure segment will account for 78.3 per cent of total construction expenditure. (Source: CRISIL Research, Construction, September 2009) Investments in construction account for nearly 11 per cent of India‟s GDP and nearly 50 per cent of its gross fixed capital formation (GFCF). These investments have a positive domino effect on supplier industries, thereby contributing immensely to economic development. These investments serve as a demand booster in the short term, and contribute towards enhancing infrastructure capacity in the long term. (Source: CRISIL Research, Construction, September 2009) .

2

SUMMARY OF OUR BUSINESS Business Overview We are an integrated construction and infrastructure development company providing engineering, procurement and construction services for infrastructure projects in India. Our primary project expertise is in the construction of Roads & Highways, and technical Building, Hospitals and Colleges, Integrated Townships, Land Development. We are headquartered in Kolkata, West Bengal, and have 5 offices/branches at Delhi, Lucknow, Patna, Bangalore and Sharjah (UAE). Our company is the flagship company of the Jain Group, which has business interests in infrastructure, energy (renewable and non-renewable), steel and real estate. Our Company was incorporated on March 31, 2000 as a partnership firm namely Bengal Construction Co. which was subsequently converted into a public limited company on 07 November 2006 under the Companies Act, 1956 in the name and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of the company was changed to Jain Infraprojects Limited on 21 Decemeber 2006 and a fresh certificate of Incorporation was obtained from the Registrar of Companies, West Bengal. The promoters of the company were the erstwhile partners in the partnership firm. For more details, please refer to the chapter titled “History and Corporate Structure” beginning on page 101 of this DRHP. Our expertise lies in planning, developing and executing projects in the areas of (i) Roads & Highways (ii) Civil & Structural Engineering (iii) Housing Colonies and (iv) Water Distribution System. While we primarily execute our projects independently or through sub-contracting, to be able to execute larger projects; we intend to enter into Joint Ventures / Strategic Alliances to meet the technical and pre-qualification requirements. Our fleet of construction equipment comprises of Heavy Earth Moving Machines such as hydraulic excavators, loaders, dozers; Concreting plants such as batch-mixing plants, concrete mixers, transit mixers, concrete pavers; Road equipment such as vibratory tandem rollers, electrical paver finishers, mechanical paver finishers, hot mix plants, static rollers bitumen sprayer in addition to supplementary equipment such as cars, jeeps, tippers, tractors. We have also invested in plants such as welding generators, gas cutting sets, work shop equipments, generators. On a standalone basis, for the Fiscal 2009, and for the nine months ended on December 31, 2009, our gross contract receipts were Rs. 50,446 lacs and Rs. 65,101 lacs respectively. For the respective periods, we earned a profit after tax of Rs. 3,319 lacs and Rs. 4,125 lacs. The value of the order book as on May 27, 2010 was Rs. 4,380.73 Crore.

Business Operations Our company has, over the years, built strong competencies in design development and construction in the road sector. In the last ten years, we have built or assisted in building more than 450.09 kilometers of road in several states. In addition to this, we have completed or are in the process of designing and constructing 53 buildings. Our competencies extend to the following sectors:    Projects in the transportation sector that includes inter alia design and construction of roads, expressways and allied facilities like service roads, flyovers amongst others. Building construction which includes commercial, residential, public, institutional, housing and related infrastructure facilities; and Water management projects that include Water Networks, Sanitary Drainage Networks, Rainwater Drainage Networks.

We primarily enter into three types of contracts in the construction business: engineering, procurement and construction (“EPC”) contracts; lump-sum-turnkey (“LSTK”) contracts; and item rate contracts.

3

We execute infrastructure projects independently and under sub-contract. However, to meet technical and pre qualification requirements for large Projects, we also enter into Joint Ventures/ strategic alliances with entities operating in the same segment of business across geographies. We are currently executing several projects in Bihar, Jharkhand, West Bengal, Uttar Pradesh, Tamil Nadu, Kerala and Maharashtra As a strategy we have chosen the route of obtaining orders largely on a negotiated basis, rather than on a competitive bidding process. In addition to participating in competitive tenders we, along with our Promoter and senior management, often help the concessioning authorities in the early stages of their processes by customizing our scope of work and the concession terms to suit the specific project requirements as the case may be. This often results in our winning the competitive bid. In instances where we have already developed a road for the relevant authority, we are also occasionally awarded concessions by the authorities for the development of additional roads without going through a competitive bidding process. Our management team is qualified and experienced in construction and infrastructure development, and has substantially contributed to the growth of our operations. We also benefit from the relationship our management team has developed with State and Central government entities and various financial institutions. We believe that the experience and leadership of our senior management team has contributed significantly to the growth and success of our operations both in terms of securing new business and in ensuring that our projects are developed and managed to high standards. This has aided us in maintaining higher margins. So far, for the volume of turnover we have achieved, this strategy has been highly successful. However to increase our growth rates we would need to go for larger tenders through the bidding route. We are aware that this can have an unfavourable impact on our margins, however, the larger turnover would enable economies of scale and ensure protection of profitability while maintaining and building a competitive advantage thereby offsetting the loss in operating margins due to change in strategy. Our valued client list includes various Government Undertakings, State Public Works Department as well as State and Central Public Sector Undertakings like National Highway Authority of India (NHAI), Road Construction Department - Govt. of Bihar, Westing House Saxby Farmers Ltd. (which is a Govt. of West Bengal Undertaking), Jharkhand Irrigation Department - Govt. of Jharkhand, etc, Uttar Pradesh Rashtriya Nirman Nigam Limited, Central Public Works Department (CPWD) Bihar, Mackintosh Burn Limited, Housing and Infrastructure Board, Government of Libya . In addition to the construction mandates that we execute for external clients for the projects in hand, we also undertake such activity for group companies. Our Competitive Strengths Our Business Model So far, to reach the existing critical mass we have positioned ourselves largely on negotiated contracts. The success of this Strategy is evidenced by our financial results. To transgress to the next level we seek out larger contracts, which will be awarded through the competitive bidding route. Concurrently, while the margins would be under pressure due to the intensity of competition in this segment, our Strategy would be to sustain profitable growth by ensuring the “Winning and Execution” of such bid contracts in the right quantum on an annualized basis. The business model that we have adopted allows us to scale up operations with ease. Our business model offers us the flexibility to adapt to varying nature of projects besides providing the scope of scalability of operations. Under this model, we follow a two tier structure, which consists of (i) centralized planning and co-ordination, and (ii) de-centralized project management, execution and quality assurance.

4

We believe that our execution model provides us with the support structure necessary to manage and execute both small and large complex projects within the timelines and tight budgets while ensuring that our design and quality surpasses the standards required by our client to ensure customer delight. Diversity of our operations We have ongoing projects in eight geographies (Bihar, Jharkhand, West Bengal, Uttar Pradesh Maharashtra, Tamil Nadu, Kerala and one location outside the country in Libya) spanning across 4 sectors (Roads and Highways, Water Networks, Civil Construction, Infrastructure). This diversity helps us de-risk our business from overdependence on a single sector or geography. Sectoral Scope Our order book primarily spans across 4 sectors that include Road and Highways, Water Networks, Civil Construction, Infrastructure, etc. evincing the broad sectoral base penetrated so far. We are a pan-India player with, significant presence in the states of Bihar, Jharkhand, West Bengal, Uttar Pradesh, , Maharashtra, Kerala and Tamil Nadu. In addition, we have moved into the international arena with a major infrastructure contract for the development of the Tarhuna Township in Libya. Operating across this spread hones the skills and competencies of the execution team, while mitigating risk of our business from overdependence in a single sector or geography. Technical Scope We believe that our experience and expertise in planning, designing and construction of projects in the transportation and civil construction is the competitive advantage that differentiates us from many of our competitors. Constructing such infrastructure projects has been a significant focus area for our business. We are one of few companies who have obtained the AECOM certification, which is the prerequisite for qualifying for projects awarded by the Housing and Infrastructure Board contracts in Libya. This is an arduous process of approval and is extremely stringent in its standards and awards. Our successful implementation of projects in the roads and highways and civil construction sectors has provided us with the credentials and wherewithal to implement larger projects. Competence Scope We have made large and sustained investments in equipment. We have modern construction equipment which allows us to meet the broad spectrum of requirements of various construction projects. Such an equipment base also gives us the capability to design and execute projects of a large and varied scale, thus reinforcing our ability to execute diverse projects both nationally and internationally. As we have owned equipment, we are able to appropriately benchmark productivity and production of the hired equipment that we use for augmenting the requirement at individual sites. Concurrently regular benchmarking with best practices ensures that we remain competitive and allows us to achieve higher operating margins. Skilled Manpower and emphasis on Training & Development We have invested in technically qualified and skilled man-power to ensure timely execution of our projects while meeting the highest quality standards. Regular training and development programmes are organized to update the knowledge and skill sets. We have an experienced workforce looking after technical, commercial and financial aspects of the company. We also have a set of skilled operators and workers on our rolls. We also employ temporary contract labour at our work sites. Deployment is undertaken on a strategic basis to ensure optimum support for execution and planning of the contract.

5

The management team of the infrastructure business is qualified and experienced. We retain a de-layered structure to ensure quick client response time and prompt employee feedback. Our strong Order Book Our order book as at May 27, 2010 stood at Rs. 4,380.73 Crore. What differentiates our order book is the diversity and the work contracts across sectors. Numbers wise, we have as many as 11 contracts in roads and highways, but value wise the spread is across the board. This helps us de-risk the business model from the cyclicities of a particular sector. In addition our track record of executing most of our projects within the specified timeline has helped us ensure minimum cost overruns on time related parameters. Our strategy to bid for larger value orders will bring economies of scale that will have a strong positive impact on our efficiencies and in turn improve our competitiveness.

6

SUMMARY FINANCIAL INFORMATION

The following table sets forth selected financial information derived from our financials for the nine months ended 31 December 2009 and financial years ended 31 March 2009, 2008, 2007, 2006 and 2005 which are in line with the audited financial statements. These financials have been prepared in accordance with the requirements of the Companies Act and the SEBI Regulations as amended from time to time, for the purpose of disclosure in this Draft Red Herring Prospectus. The Company‟s financial statements and the information regarding the basis of preparation are set out in the section titled „Financial Statements‟ on page 149 of this Draft Red Herring Prospectus. These should be read in conjunction “Management Discussion and Analysis of Financial Condition and Results of Operations on page 216 of the Draft Red Herring Prospectus. STANDALONE FINANCIALS STATEMENT OF ASSETS AND LIABILITIES (Rs in lacs) S r. N o. A Particulars As at 31st December,2 009 As at 31st March,2009 As at 31st March,2008 As at 31st March,2007 * As at 31st March,2006 As at 31st March,2005

Fixed Assets Gross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31 Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89 Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42 Capital Work in Progress 396.90 Less : Revaluation Reserve Net Block after adjustment for Revaluation Reserve. 3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42 B Investment 49.70 49.70 C Current Assets, Loans & Advances Inventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11 Sundry Debtors 24,663.56 8,504.20 2,878.65 3017.67 135.82 1176.05 Cash and Bank Balances 3,304.99 2,057.42 1,823.75 221.76 76.31 83.99 Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70 Total 70,109.90 38,979.26 21,855.11 7,973.77 2,027.59 1,875.85 D Liabilities and Provisions Secured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36 Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09 Share Application Money 285.00 28.31 Deferred Tax Liability (Net) 368.70 307.51 210.38 170.69 146.43 137.36 Current Liabilities & Provisions 19,571.33 11,723.12 3,979.63 2641.23 352.02 610.98 Total 55,201.85 30,366.19 19,339.48 7499.09 2050.16 2091.79 E Net Worth (A+B+C-D) 18,920.74 12,730.21 4,793.01 2431.35 1263.98 849.48 F Represented by Equity Share Capital/Partners capital 2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48 Reserves & Surplus 16,413.79 10,434.33 2,986.77 699.99 0.00 0.00 Less : Miscellaneous Expenses ( To the extent not written off) 14.44 19.51 26.27 3.02 Net Worth 18920.74 12730.21 4793.01 2431.35 1263.98 849.48 *Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited.

7

STATEMENT OF PROFIT AND LOSS ACCOUNT
S r. N o. A For the period ended on 31st December,20 09 65,101.14 228.11 8,340.75 73,670.00 33,821.92 30,158.96 817.73 558.46 65,357.07 8,312.93 186.04 3,062.46 5,064.43 868.78 61.19 4,134.46 (9.00) 4,125.46 5,459.66 9,585.12 9,585.12 For the year ended on 31st March,2009 50,446.66 216.07 7,896.19 58,558.92 41,403.16 7,631.40 714.63 1,445.68 51,194.87 7,364.05 185.93 3,312.51 3,865.61 437.97 97.13 11.16 3,319.35 3,319.35 2,377.98 5,697.33 186.05 31.62 20.00 5,459.66 For the year ended on 31st March,2008 21,298.21 265.44 9,360.74 30,924.39 19,550.30 6,067.65 518.31 578.88 26,715.14 4,209.25 121.20 1,850.74 2,237.31 286.40 39.69 10.22 1,901.00 1,901.00 699.99 2,600.99 173.52 29.49 20.00 2,377.98

(Rs in lacs)
For the year ended on 31st March,2006 3,244.26 17.91 1,122.51 4,384.68 1,306.30 2,416.45 105.70 121.32 3,949.77 434.91 66.21 94.81 273.89 72.12 9.07 4.77 187.93 187.93 187.93 187.93 For the year ended on 31st March,2005 4,141.62 2.50 (395.91) 3,748.21 1,338.77 1,803.34 3.47 95.40 3,240.98 507.23 54.77 185.38 267.08 35.20 137.36 94.52 204.50 299.02 299.02 299.02

Particulars Income Gross Contract Receipts Other Income Increase(Decrease in Inventories) Total

For the year ended on 31st March,2007* 10,468.66 35.89 2,198.25 12,702.80 7,551.58 2,674.22 822.35 305.55 11,353.70 1,349.10 80.81 297.91 970.38 301.92 24.26 4.01 640.19 (15.52) (146.42) 465.02 943.27 943.27 243.28 699.99

Expenditure Raw Materials Consumed Other Contract Operating Expenses Staff Costs Administrative & Other Expenses Total C Net Profit before Interest, Depreciation, Tax and Extraordinary items Depreciation Interest & Financial Charges Profit / Loss before Tax but before Extra - ordinary Items Provision for Taxation - Current Tax - Deferred Tax - Fringe Benefit Tax D Profit / Loss after Tax but before Extra - ordinary Items Extra-ordinary Items Add/(Less) Taxation Adjustment Effect of change in accounting policy on account of deferred tax provisions Effect of change in accounting policy on account of Depreciation E Profit/Loss after Extraordinary Items Add: Balance b/f from last year Profit available for appropriation Proposed Dividend Tax thereon Transfer to General Reserve Less : Profit for the period ended 06/11/2006 Profit Transferred to Balance Sheet

B

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited.

8

STATEMENT OF CASH FLOW
For the period ended on 31st December,2 009 5064.43 186.04 (109.56) 5.06 3062.46 (11.83) 8,196.60 (20,799.85) (8,340.74) 7,208.94 (751.48) (14,486.53) (81.59) 109.56 27.97 2,060.00 285.00 (3,062.46) 14,480.78 2,160.48 (217.67) 15706.13 1,247.57 2,057.42 3,304.99 For the year ended on 31st March,2009 3865.61 185.93 (145.52) 6.75 3312.51 29.18 7,254.46 (8,211.81) (7,896.19) 7,250.51 (782.46) (2,385.49) (1,975.99) 145.52 (49.70) (1,880.17) 4828.75 (3,312.51) 3,846.35 (660.25) (203.01) 4499.33 233.67 1,823.75 2,057.42

(Rs in lacs)
For the year ended on 31st March,2008 2237.31 121.20 (213.46) 6.75 1850.74 18.75 4,021.29 (2,597.16) (9,360.73) 820.02 (321.45) (30.00) (7,468.03) (838.80) 396.90 213.46 (228.44) 686.92 (28.31) (1,850.74) 9,067.68 1,422.91 9298.46 1,601.99 221.76 1,823.75 For the year ended on 31st March,2006 273.89 66.21 (3.33) 94.81 431.58 963.08 (1,122.50) (300.64) (35.20) (63.68) (287.34) 3.33 (284.01) 226.56 (94.81) 280.26 (72.00) 340.01 (7.68) 83.99 76.31 For the year ended on 31st March,2005 267.08 54.77 (2.50) 185.38 504.73 (1,251.61) 395.91 386.68 35.71 (455.77) 2.50 (453.27) 95.35 (185.38) 410.05 75.00 395.02 (22.54) 106.53 83.99

Particulars

For the year ended on 31st March,2007*

Cash Flows from Operating Activities Net Profit before Taxation Adjustments for: Depreciation Interest/ Dividend Income Less : Adjustments Profit pertain to partnership firm transfer to partner’s capital account Effect of change in accounting policy on account of deferred tax provisions Effect of change in accounting policy on account of Depreciation Preliminary expenses Written off Interest Paid Loss on sale of Assets Provision for Gratuity & Leave encashment Operating Profit before Working Capital Changes Change in Trade and Other Receivables Change in Inventories Change in Current Liabilities Income-tax paid Preliminary Expenses Net Cash Flow from Operating Activities Cash Flow from Investing Activities Purchase of Fixed Assets Sale of Fixed Assets Capital Work- In- Progress Interest Received Investments Purchased Net Cash Flow used in Investing Activities Proceeds from Issuance of Capital Share Application Money Received Interest Paid Proceeds from Secured Loans Proceeds from Unsecured Loans Dividend Paid including Dividend Distribution Tax Net Cash Flow from Financing Activities Net increase in cash and cash equivalents Cash and Cash Equivalents (Opening Balance) Cash and Cash Equivalents (Closing Balance)

970.38 80.81 (0.58) (243.28) (146.42) 465.02 0.75 297.91 14.03 1,438.62 (3,452.80) (2,198.26) 1982.82 (164.73) (3.77) (2,398.12) (426.06) 58.00 (396.90) 0.58 (764.38) 470.40 28.31 (297.91) 2,756.12 351.03 3307.95 145.45 76.31 221.76

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erst while Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited

9

CONSOLIDATED FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES (Rs in lacs)
Sr. No. A Particulars Fixed Assets Gross Block Less : Depreciation Net Block Capital Work in Progress Less : Revaluation Reserve Net Block after adjustment for Revaluation Reserve. Foreign Currency Translation Reserve Current Assets, Loans & Advances Inventories Sundry Debtors Cash and Bank Balances Loans and Advances Total Liabilities and Provisions Secured Loans Unsecured Loans Share Application Money Deferred Tax Liability (Net) Current Liabilities & Provisions Total Net Worth (A+B+C-D) Represented by Equity Share Capital/Partners capital Reserves & Surplus Less : Miscellaneous Expenses ( To the extent not written off) Net Worth As at 31st December,20 09 4,712.68 749.69 3,962.99 3,962.99 12.30 As at 31st March, 2009 4,631.09 563.65 4,067.44 4,067.44 As at 31st March, 2008 2,655.10 377.72 2,277.38 2,277.38 As at 31st March, 2007* 1816.30 256.53 1559.77 396.90 1,956.67 As at 31st March, 2006 1466.65 180.10 1286.55 1,286.55 As at 31st March, 2005 1179.31 113.89 1065.42 1,065.42 -

B C

29,271.53 24,815.24 3,306.86 12,869.82 70,263.45 31,671.56 3,305.26 285.00 368.70 19,571.34 55,201.86 19,036.88 2,521.39 16,529.93 14.44 19,036.88

20,930.79 8,715.04 2,059.14 7,486.85 39,191.82 17,190.78 1,144.78 307.51 11,770.06 30,413.13 12,846.13 2,315.39 10,550.25 19.51 12,846.13

13,034.60 2,878.65 1,823.75 4,118.11 21,855.11 13,344.43 1,805.04 210.38 3,979.63 19,339.48 4,793.01 1,832.51 2,986.77 26.27 4793.01

3673.87 3017.67 221.76 1,060.47 7,973.77 4276.74 382.12 28.31 170.69 2641.23 7499.09 2431.35 1734.38 699.99 3.02 2431.35

1475.61 135.82 76.31 339.85 2,027.59 1,520.62 31.09 146.43 352.02 2050.16 1263.98 1263.98 0.00 1263.98

353.11 1176.05 83.99 262.70 1,875.85 1240.36 103.09 137.36 610.98 2091.79 849.48 849.48 0.00 849.48

D

E F

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited.

10

STATEMENT OF PROFIT AND LOSS ACCOUNT (Rs in lacs)
S r. N o. A For the period ended on 31st December,2 009 67,783.19 228.11 8,340.75 76,352.05 33,821.92 32,832.86 817.73 558.47 68,030.98 8,321.07 186.04 3,067.04 5,067.99 868.78 61.19 4,138.02 (9.00) 4,129.02 5,572.24 9,701.26 9,701.26 For the year ended on 31st March,2009 51,708.53 216.07 7,896.18 59,820.78 41,403.16 8,770.20 714.63 1,455.21 52,343.20 7,477.58 185.93 3,313.46 3,978.19 437.97 97.13 11.16 3,431.93 3,431.93 2377.98 5809.91 186.05 31.62 20.00 5,572.24 For the year ended on 31st March,2008 21,298.21 265.44 9,360.74 30,924.39 19,550.30 6,067.65 518.31 578.88 26,715.14 4,209.25 121.20 1,850.74 2,237.31 286.40 39.69 10.22 1,901.00 1,901.00 699.99 2,600.99 173.52 29.49 20.00 2,377.98 For the year ended on 31st March,2007* 10,468.66 35.89 2,198.25 12,702.80 7,551.58 2,674.22 822.35 305.55 11,353.70 1,349.10 80.81 297.91 970.38 301.92 24.26 4.01 640.19 (15.52) (146.42) 465.02 943.27 943.27 243.28 699.99 For the year ended on 31st March,2006 3,244.26 17.91 1,122.51 4,384.68 1,306.30 2,416.45 105.70 121.32 3,949.77 434.91 66.21 94.81 273.89 72.12 9.07 4.77 187.93 187.93 187.93 187.93 For the year ended on 31st March,2005 4,141.62 2.50 (395.91) 3,748.21 1,338.77 1,803.34 3.47 95.40 3,240.98 507.23 54.77 185.38 267.08 35.20 137.36 94.52 204.50 299.02 299.02 299.02

Particulars Income Gross Contract Receipts Other Income Increase(Decrease in Inventories) Total

Expenditure Raw Materials Consumed Other Contract Operating Expenses Staff Costs Administrative & Other Expenses Total C Net Profit before Interest, Depreciation, Tax and Extraordinary items Depreciation Interest & Financial Charges Profit / Loss before Tax but before Extra - ordinary Items Provision for Taxation - Current Tax - Deferred Tax - Fringe Benefit Tax D Profit / Loss after Tax but before Extra - ordinary Items Extra-ordinary Items Add/(Less) Taxation Adjustment Effect of change in accounting policy on account of deferred tax provisions Effect of change in accounting policy on account of Depreciation E Profit/Loss after Extra-ordinary Items Add: Balance b/f from last year Profit available for appropriation Proposed Dividend Tax thereon Transfer to General Reserve Less : Profit for the period ended 06/11/2006 Profit Transferred to Balance Sheet

B

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited.

11

STATEMENT OF CASH FLOW (Rs in lacs)
For the period ended on 31st December, 2009 5067.99 186.04 (109.56) 5.06 3067.04 (11.83) 8,204.74 (20,740.69) (8,340.74) 7,162.01 (751.48) (14,466.16) (81.59) 109.56 27.97 2,060.00 285.00 (3,067.04) (15.64) 14,480.78 2,160.48 (217.67) 15685.91 1,247.72 2,059.14 3,306.86 For the year ended on 31st March,2009 For the year ended on 31st March,2008 For the year ended on 31st March,2007* For the year ended on 31st March,2006 For the year ended on 31st March,2005

Particulars Cash Flows from Operating Activities Net Profit before Taxation Adjustments for: Depreciation Interest/ Dividend Income Less : Adjustments Profit pertain to partnership firm transfer to partner’s capital account Effect of change in accounting policyon account of deferred tax provisions Effect of change in accounting policy on account of Depreciation Preliminary expenses Written off Interest Paid Loss on sale of Assets Provision for Gratuity & Leave encashment Operating Profit before Working Capital Changes Change in Trade and Other Receivables Change in Inventories Change in Current Liabilities Income-tax paid Preliminary Expenses Net Cash Flow from Operating Activities Cash Flow from Investing Activities Purchase of Fixed Assets Sale of Fixed Assets Capital Work- In- Progress Interest Received Investments Purchased Net Cash Flow used in Investing Activities Proceeds from Issuance of Capital Share Application Money Received Interest Paid Increase/ (Decrease) in Foreign Currency Translation Proceeds from Secured Loans Proceeds from Unsecured Loans Dividend Paid including Dividend Distribution Tax Net Cash Flow from Financing Activities Net increase in cash and cash equivalents Cash and Cash Equivalents (Opening Balance) Cash and Cash Equivalents (Closing Balance)

3978.19 185.93 (145.52) 6.75 3313.46 29.18 7,367.99 (8,422.66) (7,896.19) 7,297.46 (782.46) (2,435.86) (1,975.99) 145.52 (1,830.47) 4828.75 (3,313.46) 3.34 3,846.35 (660.25) (203.01) 4501.72 235.39 1,823.75 2,059.14

2237.31 121.20 (213.46) 6.75 1850.74 18.75 4,021.29 (2,597.16) (9,360.73) 820.02 (321.45) (30.00) (7,468.03) (838.80) 396.90 213.46 (228.44) 686.92 (28.31) (1,850.74)

970.38 80.81 (0.58) (243.28) (146.42) 465.02 0.75 297.91 14.03 1,438.62 (3,452.80) (2,198.26) 1982.82 (164.73) (3.77) (2,398.12) (426.06) 58.00 (396.90) 0.58 (764.38) 470.40 28.31 (297.91)

273.89 66.21 (3.33) 94.81 431.58 963.08 (1,122.50) (300.64) (35.20) (63.68) (287.34) 3.33 (284.01) 226.56 (94.81)

267.08 54.77 (2.50) 185.38 504.73 (1,251.61) 395.91 386.68 35.71 (455.77) 2.50 (453.27) 95.35 (185.38)

9,067.68 1,422.91 9298.46 1,601.99 221.76 1,823.75

2,756.12 351.03 3307.95 145.45 76.31 221.76

280.26 (72.00) 340.01 (7.68) 83.99 76.31

410.05 75.00 395.02 (22.54) 106.53 83.99

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited.

12

THE ISSUE Number of Equity Shares* [●] Equity Shares at a price of Rs. [●] aggregating to Rs. 30,000 Lacs Not more than [●] [●]* [●] [●] Not less than [●] Not less than [●] [●] [●] See “Objects of the Issue” on page 37 of this Draft Red Herring Prospectus.

Public Issue of Equity Shares Of which: Qualified Institutional Buyers (QIBs) Portion## of which Anchor Investor Mutual Fund Portion Balance of QIB Portion (available for QIBs including Mutual Funds) Non-Institutional Portion Retail Portion Pre and post-Issue Equity Shares Equity Shares outstanding prior to the Issue Equity Shares outstanding after the Issue Use of Issue Proceeds

Notes: *The Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. One third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor Investors. For further details, see “Issue Procedure” on page 288 of this Draft Red Herring Prospectus.Allocation to all categories, except Anchor Investor Portion, if any, shall be made on a proportionate basis subject to valid Bids received at or above the Issue Price. Under subscription, if any, in any category would be allowed to be met with spill over from any other category at the sole discretion of the Company, in consultation with the Book Running Lead Managers.

13

GENERAL INFORMATION

Registered Office and Corporate Office of our Company 5th Floor, “Premlata Building” 39, Shakespeare Sarani Kolkata – 700 017 West Bengal, India Tel: +91-33-4002 7777 Fax: +91-33-4002 7744 Email: info@jaingroup.co.in Website: www.jaingroup.co.in CIN: U45203WB2006PLC111712 Address of Registrar of Companies Our Company is registered with the Registrar of Companies, Kolkata, West Bengal situated at the following address: Nizam Palace 2nd MSO Building 3rd Floor 234/4 A.J.C.Bose Road Kolkata-700 020 Name of Branch Office: Patna Branch Office: House No.9, Aniket Housing, IAS Colony, Kidwaipuri, Patna - 800001 Contact No.: (9161) 22520466 Lucknow Branch Office: B-1/186, Visesh Khand, Gomti Nagar, Lucknow, Uttar Pradesh- 226010 Contact No: (0522) 2306633 Bangalore Branch Office:15/9, 2nd Floor, Primrose Road, M .G Road, Bangalore – 560 001 Sharjah Branch Office: SAIF Zone - Q1-08-051/A, P.O. Box: 122451 Delhi Branch Office: 601, Akash Deep Building, 26A Barakhamba Road, New Delhi – 110 001 Board of Directors Our Board comprises of four Directors. Mr. Mannoj Kumar Jain is the Chairman and Executive Director and Mr. Ashok K. Chadha is the Vice Chairman and Managing Director of the Company. Name, Designation and Occupation Mr. Mannoj Kumar Jain Designation Executive Director and Chairman Industralist Mr. Ashok Kumar Chadha Designation Managing Director and Vice Chairman Service Mr.Bimalendu Chakrabarti C-554, Ground Floor, Defence Colony, New Delhi – 110024 Age (Years) DIN Address

36

00499162

7, Iron Side Road, Kolkata – 700019, West Bengal

60

01242023

61

00017513

B-21, Mayfair Garden,

14

Name, Designation and Occupation Designation Independent Non-executive Retired Mr. Sunder Shyam Dua Designation Independent Non-executive Retired

Age (Years)

DIN

Address Little Gibbs Road, Malabar Hill, Mumbai - 400 006 Maharashtra

72

01231998

L-327, Tarapore Tower, Oshiwara, Andheri (W) Mumbai Maharashtra -400 058

Brief Profile of the Board of Directors Please refer to the Section “Our Management” on page 107 of this Draft Red Herring Prospectus. Company Secretary and Compliance Officer Mr. Sumit Kumar Surana Address: “Premlata Building”, 5th Floor 39, Shakespeare Sarani Kolkata- 700 017 Tel: +91 33 4002 7777 Fax: +91 33 4002 7744 Email: investorgrievances@jaingroup.co.in Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB giving full details such as name, address of the applicant, number of Equity Shares applied for, Bid Amount blocked, ASBA account number and the designated branch of the relevant SCSB where the ASBA BCAF was submitted by the ASBA Bidder. Book Running Lead Managers

IDBI Capital Markets Services Limited 5th Floor, Mafatlal Centre Nariman Point Mumbai - 400 021 Tel: +91 22 4322 1212 Fax: +91 22 2283 8782 Website: www.idbicapital.com E-mail: jaininfra.ipo@idbicapital.com Investor Grievance E-mail: redressal@idbicapital.com Contact Person: Mr. Piyush Bansal | Mr. Subodh Mallya SEBI Registration Number: INM000010866*
*Application for renewal of the licence has been made on 11 March 2010

SBI Capital Markets Limited 202, Maker Tower „E‟, Cuff Parade, Mumbai 400 005

15

Tel: +91 22 2217 8300 Fax: +91 22 2218 8332 Website: www.sbicaps.com Email: jaininfra.ipo@sbicaps.com Investor Grievance E-mail: investor.relations@sbicaps.com Contact Person: Mr. Gitesh Vargantwar | Ms. Sylvia Mendonca SEBI Registration Number: INM000003531

Keynote Corporate Services Limited 4th Floor Balmer Lawrie Bldg, 5, J.N. Heredia Marg, Ballard Estate, Mumbai – 400 001 Tel: +91 22 3026 6000 Fax: +91 22 2269 4323 Website: www.keynoteindia.net E-mail: mbd@keynoteindia.net Investor Grievance E-mail: mbd@keynoteindia.net Contact Person: Mr. Girish Sharma SEBI Registration Number: INM000003606 Legal Counsel to the Issue Khaitan & Co One Indiabulls Centre, 13th Floor 841 Senapati Bapat Marg Elphinstone Road Mumbai - 400 013 Tel: +91 22 6636 5000 Fax: +91 22 6636 5050 Registrar to the Issue

Karvy Computershare Private Limited Karvy House, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500 034 Tel: +91 40 2331 2454 Fax: :+91 40 2331 1968 Website: http://karisma.karvy.com E-mail:jaininfra.ipo@karvy.com Investor Grievance E-mail: einward.ris@karvy.com Contact Person: Mr. M. Murali Krishna SEBI Registration No: INR000000221 STATUTORY AUDITORS TO THE COMPANY R.K. Chandak & Co. 402, Bentick Chambers 37A, Bentick Street Kolkata – 700 069 Tel: +91 33 2243 7193/94 Fax: +91 33 2243 7195 Email: high@cal3.vsnl.net.in Contact Person : Rajesh Kumar Chandak Firm Registration No: 319248E BANKERS TO THE ISSUE AND ESCROW COLLECTION BANKS []

16

SELF CERTIFIED SYNDICATE BANKS A list of banks notified by SEBI to act as SCSBs for the ASBA process is available on the website of SEBI at www.sebi.gov.in. For details on Designated Branches of SCSB collecting as per ASBA BCAF, please refer to the abovementioned link. BANKERS TO THE COMPANY IDBI Bank Ltd. IDBI House, 44, Shakespeare Sarani, P.B. No. 16102, Kolkata – 700 017 Tel: +91 33 6633 8888 / 6633 8899 Fax: +91 33 6633 8812 / 6633 8816 Website: www.idbi.com State Bank of India 11, Dr. U. N. Bharamchari Street, Kolkata – 700 017 Tel: +91 33 2243 6544 / 2213 3748 / 2213 3730 Fax: +91 33 2210 8321 / 2243 6544 Website: www.statebankofindia.com Central Bank of India 33 N.S Road Kolkata – 700 001 Tel: +91 33 2229 6516 Fax: +91 33 2229 1266 Website: www.centralbankofindia.co.in Punjab National Bank* Large Corporate Branch 44, Park Street, Kolkata – 700 016 Tel: +91 33 2249 7554 / 2229 3032 / 2249 3310 Fax: +91 33 2321 3364 Website: www.pnbindia.com State Bank of Bikaner and Jaipur 20B, Park Street, Kolkata – 7000016 Tel: +91 33 2359 0362 / 2321 8140/ 2337 3364 Fax: +91 33 2227 0632 Website: www.sbbjbank.com Indian Overseas Bank* International Business Branch 2, Wood Street Kolkata Tel: +91 2280 1177 Fax: +91 2287 2772 Website: www.iob.in Contact Person:Mr V.N. Ramakrishnan UCO Bank* India Exchange Place Midcorporate Branch 2, India Exchange Place, Kolkata – 700 001 Tel: +91 33 2213 0075 Fax: +91 33 2230 9613 Website: www.ucobank.com
*We have applied and are awaiting consents from these banks for this initial public offering. The details shall be updated at the time of
filing the Red Herring Prospectus

17

INTER SE ALLOCATION OF RESPONSIBILITIES BETWEEN THE LEAD MANAGERS The following table sets forth the inter se allocation of responsibilities for various activities among the BRLMs for the Issue: Inter – Se Allocation of Responsibilities Activity Capital Structuring with relative components and formalities such as type of instruments, etc. Due diligence of Company's operations / management / business plans / legal etc. Drafting and design of Red Herring Prospectus including memorandum containing salient features of the Prospectus. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, ROC and SEBI including finalisation of Prospectus and ROC filing. Drafting and approval of all statutory advertisement Drafting and approval of all publicity material other than statutory advertisement as mentioned in 3 above including corporate advertisement, brochure etc. Appointment of other intermediaries viz., Registrar's, Printers, Advertising Agency and Bankers to the Issue Preparation of Road show presentation International Institutional Marketing strategy * Finalise the list and division of investors for one to one meetings, in consultation with the Company, and * Finalizing the International road show schedule and investor meeting schedules Domestic institutions / banks / mutual funds marketing strategy * Finalise the list and division of investors for one to one meetings, institutional allocation in consultation with the Company. * Finalizing the list and division of investors for one to one meetings, and * Finalizing investor meeting schedules Non-Institutional and Retail marketing of the Issue, which will cover, inter alia, *Formulating marketing strategies, preparation of publicity budget *Finalise Media and PR strategy *Finalising centers for holding conferences for press and brokers *Follow-up on distribution of publicity and Issuer material including form, prospectus and deciding on the quantum of the Issue material Co-ordination with Stock Exchanges for Book Building Software, bidding terminals and mock trading. Finalisation of Pricing, in consultation with the Company The post bidding activities including management of escrow accounts, coordination of non-institutional allocation, intimation of allocation and dispatch of refunds to bidders etc. The post Offer activities for the Offer involving essential follow up steps, which include the finalisation of trading and dealing of instruments and demat of delivery of shares, with the various agencies connected with the work such as the registrar‟s to the Issue and Bankers to the Issue and the bank handling refund business. The merchant banker shall be responsible for ensuring that these agencies fulfil their functions and enable it to discharge this responsibility through suitable agreements with the Company.

Sr. No. 1.

Responsibility All BRLMs

Co-ordination IDBI Caps

2.

All BRLMs

IDBI Caps

3. 4. 5. 6.

All BRLMs All BRLMs All BRLMs All BRLMs

SBI Caps SBI Caps Keynote IDBI Caps

7.

All BRLMs

IDBI Caps

8.

All BRLMs

SBI Caps

9.

All BRLMs

Keynote

10. 11.

All BRLMs All BRLMs

Keynote IDBI Caps

12.

All BRLMs

Keynote

CREDIT RATING As this is an Issue of Equity Shares, credit rating is not required. TRUSTEES As this is an Issue of Equity Shares, the appointment of Trustees is not required.

18

IPO GRADING The Issue has been graded by [] as IPO Grade [], indicating [] fundamentals through its letter dated []. For details in relation to the report of [] furnishing rationale of the IPO grading, please refer to Annexure on page [] of this Draft Red Herring Prospectus. MONITORING AGENCY As the net proceeds of the Issue will be less than Rs. 50,000 Lacs, under the SEBI Regulations, it is not required that a monitoring agency be appointed by our Company. However, the Audit Committee of the Board will monitor the utilization of issue proceeds. APPRAISING AGENCY The project of the Company has not been appraised by any appraising agency. BOOK BUILDING PROCESS The Book Building Process refers to the process of collection of Bids, on the basis of the Draft Red Herring Prospectus, within the Price Band. The Issue Price is fixed after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are: (1) (2) (3) (4) (5) (6) Our Company; The Book Running Lead Managers, in this case being IDBI Caps, SBI Caps and Keynote; The Syndicate Members, who are intermediaries registered with SEBI or registered as brokers with BSE/NSE and eligible to act as underwriters. Syndicate Members are appointed by the BRLMs; The Registrar to the Issue, in this case being Karvy Computershare Pvt. Ltd.; Escrow Collection Banks, Refund Banks; and Self Certified Syndicate Banks through whom ASBA Bidders would subscribe to this Issue.

The SEBI ICDR Regulations has permitted the Issue of securities to the public through the 100% Book Building Process, wherein not more than 50% of the Issue shall be allotted on a proportionate basis to QIBs. 5% of the QIB Portion (excluding Anchor Investor Portion) shall be reserved for Mutual Funds. Upto 30% of the QIB Portion shall be available for allocation to Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocation to domestic Mutual Funds. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Our Company will comply with these regulations for this Issue. In this regard, our Company has appointed the Book Running Lead Managers to procure subscriptions to the Issue. In accordance with the SEBI Regulations, QIBs, bidding in the QIB Portion, are not allowed to withdraw their Bid(s) after the Bid/Issue Closing Date. For further details, see “Terms of the Issue” on page 280 of this Draft Red Herring Prospectus. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/Issue Date. Allocation to QIBs (other than Anchor Investors) will be on proportionate basis. We will comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this Issue. In this regard, we have appointed the BRLMs to manage the Issue and procure subscriptions to the Issue. The process of Book Building under the SEBI Regulations is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid or application in the Issue. Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely for illustrative purposes and is not specific to the Issue) Bidders can bid at any price within the price band. For instance, assuming a price band of Rs. 40/- to Rs. 48/per share, issue size of 6,000 equity shares and receipt of nine bids from bidders, details of which are shown in the table below, the illustrative book would be as below. A graphical representation of the consolidated demand

19

and price would be made available at the bidding centres during the bidding period. The illustrative book as shown below indicates the demand for the shares of the Company at various prices and is collated from bids from various investors. Number of equity shares bid for 500 700 1,000 400 500 200 2,700 800 1,200 Bid Price (Rs.) 48 47 46 45 44 43 42 41 40 Cumulative equity shares bid 500 1,200 2,200 2,600 3,100 3,300 6,000 6,800 8,000 Subscription 8.33% 20.00% 36.67% 43.33% 51.67% 55.00% 100.00% 113.33% 133.33%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired quantum of shares is the price at which the book cuts off i.e. Rs. 42/- in the above example. The issuer, in consultation with the BRLMs will finalize the issue price at or below such cut-off price i.e. at or below Rs. 42/-. All bids at or above this issue price and cut-off bids are valid bids and are considered for allocation in respective category. Steps to be taken by the Bidders for Bidding 1. 2. 3. 4. 5. Check eligibility for making a Bid (for further details, please see section titled “Issue Procedure” on page 288 of this Draft Red Herring Prospectus); Ensure that you have a dematerialised account and the dematerialised account details are correctly mentioned in the Bid cum Application Form; Ensure that you have mentioned your PAN (see section titled “Issue Procedure” on page no 288 of this Draft Red Herring Prospectus); Ensure that the Bid cum Application Form/ASBA Form is duly completed as per instructions given in this Draft Red Herring Prospectus and in the Bid cum Application Form/ASBA Form; and Bids by QIBs will only have to be submitted to the BRLMs and/or their affiliates.

The Bidders may note that in case the DP ID & Client ID and PAN mentioned in the Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate Member does not match with the DP ID & Client ID and PAN available in the depository database, the Application Form is liable to be rejected. Withdrawal of the Issue The Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue anytime after the Bid/Issue Opening Date but before the Allotment of Equity Shares without assigning any reason thereof. In such an event, the Company would issue a public notice in the newspapers, in which the pre-Issue advertisements were published, within two days of the Bid/Issue Closing Date, providing reasons for not proceeding with the Issue. The Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. In the event the Company decides not to proceed with the Issue after the Bid/Issue Closing Date, the Company would be required to file a fresh draft red herring prospectus. Bid/Issue Programme Bidding Period/Issue Period BID/ISSUE OPENS ON BID/ISSUE CLOSES ON [●]* [●]**

*Our Company may consider participation by Anchor Investors in terms of the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date. **Our Company may consider closing the Bidding by QIB Bidders 1 Working Day prior to the Bid/Issue Closing Date subject to the Bid/Issue period being for a minimum of 3 Working Days.

20

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/Issue Period as mentioned above at the bidding centers mentioned on the Bid cum Application Form or, in case of Bids submitted through ASBA, the Designated Branches of the SCSBs except that on the Bid/Issue Closing Date, Bids (excluding the ASBA Bidders) shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. in case of Bids by QIB Bidders, Non-Institutional Bidders where the Bid Amount is in excess of Rs. 1,00,000 and (ii) 5.00 p.m. in case of Bids by Retail Individual Investors or till any such time as may be extended subject to permission from BSE and NSE. Due to limitation of the time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 3.00 p.m. (Indian Standard Time) on the Bid/Issue Closing Date. Bidders are requested to note that due to clustering of last day applications, as is typically experienced in public offerings, some Bids may not get uploaded on the last date. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids not uploaded in the book would be rejected. If such Bids are not uploaded, the Company, BRLM, Syndicate Members and the SCSBs will not be responsible. Bids will be accepted only on Business Days. Bids by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the NSE and the BSE. On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading the Bids received by Retail Individual Bidders after taking into account the total number of Bids received up to the closure of timings for acceptance of Bid cum Application Forms and ASBA BCAF as stated herein and reported by the BRLMs to the Stock Exchange within half an hour of such closure. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical application form of that Bidder may be taken as the final data for the purpose of allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidder, the Registrar to the Issue shall ask for rectified data from the SCSB. The Company reserves the right to revise the Price Band during the Bid/Issue Period in accordance with the SEBI ICDR Regulations provided that the revised cap of the price band should not be more than 20% of the revised floor of the band i.e. revised cap of the Price Band shall be less than or equal to 120% of the revised floor of the price band. The Floor Price can be revised up or down to a maximum of 20% of the original Floor Price and shall be advertised at least two Working Days prior to the Bid/Issue Opening Date. In case of revision of the Price Band, the Issue Period will be extended for three additional Working Days after revision of the Price Band subject to the total Bid /Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue, if applicable, will be widely disseminated by notification to the BSE and the NSE and the SCSBs, by issuing a press release and also by indicating the changes on the websites of the BRLMs and at the terminals of the Syndicate. Underwriting Agreement After the determination of the Issue Price and allocation of our Equity Shares, but prior to the filing of the Prospectus with the RoC, our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Issue. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event the Syndicate Members do not fulfil their underwriting obligations. The Underwriting Agreement is dated [•]. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC. Name and Address of Underwriters Indicated Number Equity Shares to Underwritten of be [•] Amount Underwritten (Rs. in Lacs) [•]

IDBI Capital Market Services Limited 5th Floor, Mafatlal Centre Nariman Point Mumbai - 400 021 SBI Capital Markets Limited

[•]

[•]

21

Name and Address of Underwriters

Indicated Number Equity Shares to Underwritten

of be

Amount Underwritten (Rs. in Lacs)

202, Maker Tower 'E', Cuffe Parade, Mumbai - 400 005 Keynote Corporate Services Limited 4th Floor, Balmer Lawrie Bldg, 5, J.N. Heredia Marg, Ballard Estate, Mumbai – 400 001 [•] [•] [•]

[•]

[•]

The above-mentioned underwriting will be finalized after the pricing and actual allocation. In the opinion of our Board of Directors (based on a certificate given by the Underwriters), the resources of the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The abovementioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board of Directors / Committee of Directors, at its meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Notwithstanding the above table, the BRLMs and the Syndicate Members shall be responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the underwriting agreement, will also be required to procure/subscribe to Equity Shares to the extent of the defaulted amount.

22

CAPITAL STRUCTURE The Equity Share capital of our Company, as of the date of this Draft Red Herring Prospectus, before and after the proposed Issue, is set forth below: Aggregate Nominal Value (Rupees in Lacs) A) AUTHORISED SHARE CAPITAL 6,00,00,000 Equity Shares of Rs.10 each ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL BEFORE THE ISSUE 2,52,13,850 Equity Shares of Rs. 10 each PRESENT ISSUE IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS* [●] Equity Shares of Rs. 10 each OUT OF WHICH: QIB Portion Non Institutional Portion Retail Portion PAID UP EQUITY CAPITAL AFTER THE ISSUE [●] Equity Shares of Rs. 10 each SHARE PREMIUM ACCOUNT Before the Issue After the Issue 6,000.00 Aggregate Value at Issue Price (Rupees in Lacs)

B)

2,521.38

C)

[●]

[●]

D)

[]

E)

[●]

[●]

F)

6,788.67 [●]

-

* The Issue in terms of this Draft Red Herring Prospectus has been authorised by the Board of Directors pursuant to a resolution dated 12 October 2009 and by the shareholders of the Company, pursuant to a resolution, in an Extra Ordinary General Meeting held on 30 November 2009. Changes in Authorised Share Capital 1. The initial authorised share capital of Rs. 500 Lacs divided into 50,00,000 Equity Shares of Rs. 10 each was increased to Rs. 1,000 Lacs divided into 1,00,00,000 Equity Shares of Rs. 10 each pursuant to a resolution of shareholders passed at an EGM held on 15 December 2006. The authorised share capital of Rs. 1,000 Lacs divided into 1,00,00,000 Equity Shares of Rs. 10 each was increased to Rs. 3,000 Lacs divided into 3,00,00,000 Equity Shares of Rs. 10 each pursuant to a resolution of shareholders passed at an EGM held on 30 March 2007. The authorised share capital of Rs. 3,000 Lacs divided into 3,00,00,000 Equity Shares of Rs. 10 each increased to Rs. 6,000 Lacs divided into 6,00,00,000 Equity Shares of Rs.10 each pursuant to a resolution of shareholders passed at an AGM held on 19 September 2009. Share Capital History of the company The following is the history of the equity share capital of our Company:
No. of Equity Shares allotted Face Value (Rs.) Issue Price (Rs.) Nature of Consideration Issued Equity Capital (Rs.) 5,00,00,000 Cumulative No. of Equity Shares Cumulative Paid-up Equity Share Capital (Rs.) 5,00,00,000 Cumulative Share Premium (Rs.) Nil

2.

3.

1. (a)
Date of allotment

8 November 2006

50,00,000 Equity Shares allotted on subscription to

10

10.00

Other Cash

than

50,00,000

23

Date of allotment

No. of Equity Shares allotted

Face Value (Rs.)

Issue Price (Rs.)

Nature of Consideration

Issued Equity Capital (Rs.)

Cumulative No. of Equity Shares

Cumulative Paid-up Equity Share Capital (Rs.)

Cumulative Share Premium (Rs.)

Memorandum of Association to: Mr. Mannoj Kumar Jain – 5,00,000 Equity Shares M/s Smriti Food Park Private Limited -24,50,000 Equity Shares M/s Prakash Endevours Private Limited – 80,000 Equiy Shares M/s Tushita Builders Private Limited – 19,50,000 Rekha Mannoj Jain – 10,000 Equity Shares Darshan Lal Jain – 5,000 Equity Shares Janki Devi Jai – 5,000 Equity Shares 30 March 2007 61,33,720 Equity Shares allotted to: Tushita Builders Private Limited – 33,30,000 Equity Shares M/s Smriti Food Park Private 7,40,000 Equity Shares M/s Prakash Endevours Private Limited – 14,63,720 Equiy Shares M/s Prakash Petrochemicals Private Limited – 3,00,000 Jain Coke & Power Private Limited – 3,00,000 Equity Shares 30 March 2007 62,10,060 Equity Shares allotted to: Mr. Mannoj Kumar Jain – 9,51,420 Equity Shares 10 10.00 Other Cash than 6,21,00,600 1,73,43,780 17,34,37,800 Nil 10 10.00 Cash 6,13,37,200 1,11,33,720 11,13,37,200 Nil

Mrs. Mannoj 45,660 Shares

Rekha Jain – Equity

24

Date of allotment

No. of Equity Shares allotted

Face Value (Rs.)

Issue Price (Rs.)

Nature of Consideration

Issued Equity Capital (Rs.)

Cumulative No. of Equity Shares

Cumulative Paid-up Equity Share Capital (Rs.)

Cumulative Share Premium (Rs.)

Mr. Darshan Lal Jain – 45,660 Equity Shares Mrs. Janki Devi Jain – 22,830 Equity Shares Tushita Builders Private Limited – 22,830 M/s Smriti Food Park Private - 46, 39, 820 Equity Shares M/s Prakash Endevours Private Limited – 4,81,840 Equiy Shares

29 March 2008

9,81,320 Equity Shares allotted to: Mrigiya Electronics Private Limited – 9,74,290 Equity Shares Praksah Vanijya Private Limited – 7,030 Equity Shares

10

70.00

Cash

98,13,200

1,83,25,100

18,32,51,000

5,88,79,200

5 February 2009

18,03,750 Equity Shares allotted to: Mrigiya Electronic Industries Pvt.Ltd. - 41,000 Equity Shares Prakash Endeavours Private Limited – 3,75,000 Equity Shares Quantum Nirman Private Limited – 3,29,000 Equity Shares Mrs. Mannoj 6,000 Shares Rekha Jain – Equity

10

100.00

Cash

1,80,37,500

2,01,28,850

20,12,88,500

22,12,16,700

Smriti Food Park Private Limited – 78,250 Equity Shares Sonata Construction Private Limited – 5,77, 500 Equity Shares Pushpadant

25

Date of allotment

No. of Equity Shares allotted

Face Value (Rs.)

Issue Price (Rs.)

Nature of Consideration

Issued Equity Capital (Rs.)

Cumulative No. of Equity Shares

Cumulative Paid-up Equity Share Capital (Rs.)

Cumulative Share Premium (Rs.)

Commercial (P) Limited – 50,000 Equity Shares Amber Credit Company Limited – 75,000 Equty Shares VNG Mercantiles (P) Limited – 50,000 Equity Shares Adhunik Dealcom (P) Limited – 50,000 Equity Shares Ambition Merchants (P) Limited – 50,000 Equity Shares Bestway Hire Purchase (P) Ltd. – 5,000 Equity Shares Remahay Stores (P) Limited 10,000 Equity Shares Prakash Vanijya (P) Limited 107,000 Equity Shares 31 March 2009 30,25,000 Equity Shares allotted to Joyprit Hotel Private Limited 250,000 Equity Shares Joyprit Plastic Dealers Private Limited -76,000 Equity Shares Wellbuild Cement (P) Limited35,000 Equity Shares Satabdi Private 65,000 Shares Jute LimitedEquity 10 100.00 Cash 3,02,50,000 2,31,53,850 23,15,38,500 49,34,66,700

Sparsh Hotel Private Limited 30,000 Equity Shares Sukant Steel Private Limited 80,000 Equity Shares

26

Date of allotment

No. of Equity Shares allotted

Face Value (Rs.)

Issue Price (Rs.)

Nature of Consideration

Issued Equity Capital (Rs.)

Cumulative No. of Equity Shares

Cumulative Paid-up Equity Share Capital (Rs.)

Cumulative Share Premium (Rs.)

Taral Vincom Private Limited 200,000 Equity Shares Warner Metallic Private Limited 50,000 Equity Shares CRM Systems Private Limited 100,000 Equity Shares Kalimata Timber Private Limited 150,000 Equity Shares Bahar Paper Private Limited 250,000 Equity Shares Barsopruti Exim Private Limited 500,000 Equity Shares Goodfaith Cement Private Limited 174,000 Equity Shares

Balaram Tie-up Private Limited 300,000 Equity Shares Chandimata Management Private Limited 50,000 Equity Shares Disha Tie-up Private Limited 80,000 Equity Shares Lambodar Machine Tools Private Limited 100,000 Equity Shares Navodeep Courier Private Limited 200,000 Sitala Private 100,000 Shares Timber LimitedEquity

Idea Vinimay Private Limited50,000 Equity Shares

27

Date of allotment

No. of Equity Shares allotted

Face Value (Rs.)

Issue Price (Rs.)

Nature of Consideration

Issued Equity Capital (Rs.)

Cumulative No. of Equity Shares

Cumulative Paid-up Equity Share Capital (Rs.)

Cumulative Share Premium (Rs.)

Paramsukh Tradelink Private Limited -50,000 Equity Shares R.J. Films Private Limited35,000 Equity Shares Synchorifin Vyapar (P) Limited50,000 Equity Shares Vishwamitra Vanijya (P) Limited50,000 Equity Shares 19 September 2009 20,60,000 Equity Shares allotted to: Sukant Private 300,000 Shares Steel Limited Equity 10 100.00 Cash 2,06,00,000 2,52,13,850 25,21,38,500 67,88,66,700

Subhlabh Agency Private Limited50,000 Equity Shares Navodeep Courier Private Limited 100,000 Equity Shares Klapp Private 150,000 Shares Jagprem Private 450,000 Shares Vyapaar Limited Equity

Leather Limited Equity

Chandimata Management Private Limited 50,000 Equity Shares Bholebaba Jute Private Limited 100,000 Equity Shares Basukinath Design Private Limited 225,000 Equity Shares Barsopurti Exim Private Limited 150,000 Equty Shares Balaram Private 285,000 Shares Tie-up Ltd. Equity

28

Date of allotment

No. of Equity Shares allotted

Face Value (Rs.)

Issue Price (Rs.)

Nature of Consideration

Issued Equity Capital (Rs.)

Cumulative No. of Equity Shares

Cumulative Paid-up Equity Share Capital (Rs.)

Cumulative Share Premium (Rs.)

Bahar Paper (P) Limited 100,000 Equty Shares Alishan Private 100,000 Shares TOTAL Estates Limited Equity 2,52,13,850

(b)
Date of allotment

The following shares were allotted for consideration other than cash:
No. of Equity Shares allotted Face Value (Rs.) Issue Price (Rs.) Nature of Consideration Issued Equity Capital (Rs.) Cumulative No. of Equity Shares Cumulative Paid-up Equity Share Capital (Rs.) 11,21,00,600 Cumulative Share Premium (Rs.)

30 March 2007

62,10,060 Equity Shares allotted to: Mr. Mannoj Kumar Jain – 9,51,420 Equity Shares Mrs. Mannoj 45,660 Shares Rekha Jain – Equity

10

10.00

Other Cash

than

6,21,00,600

1,12,10,060

Nil

Mr. Darshan Lal Jain – 45,660 Equity Shares Mrs. Janki Devi Jain – 22,830 Equity Shares M/s Tushita Builders Private Limited – 22,830 Equity Shares M/s Smriti Food Park Private Limited 46,39,820 Equity Shares M/s Prakash Endeavours Private Limited – 4,81,840 Equiy Shares

Except for the allotment of Equity Shares to the subscribers to the Memorandum of Association and allotment to Mr. Mannoj Kumar Jain, Mrs. Rekha Mannoj Jain, Mr. Darshan Lal Jain, Mrs. Janki Devi Jain, Tushita Builders Private Limited, Smriti Food Park Private Limited and Prakash Endeavours Private Limited, as referred hereinabove, our Company has not issued Equity Shares for consideration other than cash.

2. (a)

Promoter Contribution and Lock-in History of Equity Shares held by the Promoters

29

The Equity Shares held by the Promoters were acquired/allotted in the following manner:
Name of Promoter Date of Allotment /Transfer* Consideration (Cash/other than cash) Number of Equity Shares Face Value (Rs.) Acquisiti on Price (Rs. per equity share) 10.00 10.00 10.00 20.00 Pre-Issue paid-up capital (%) Nature of Issue/ Acquisition Post-Issue paid-up capital (%)

8 November 2006 Mr. Mannoj Kumar Jain 30 March 2007 25 August 2008 12 October 2009 Sub-Total 8 November 2006 Ms. Rekha Mannoj Jain 30 March 2007 25 August 2008 5 February 2009 Sub-Total 8 November 2006 M/s Smriti Food Park Private Limited 30 March 2007 30 March 2007 05 2009 February

Allotment Other than Cash Other than Cash Cash Cash 5,00,000 9,51,420 3,00,000 2,50,000 20,01,420 10 10 10 10 1.98 Allotment 3.77 1.19 1.00 7.94 0.04 10 10 10 10 10.00 0.18 Other than Cash Cash Cash 45,660 2,00,000 6,000 2,61,660 10.00 0.80 10.00 0.02 100.00 1.04 9.72 10 10 10 10.00 18.40 Other than Cash Cash 46,39,820 7,40,000 10.00 10.00 2.93 0.31 Cash 78,250 79,08,070 10 100.00 31.36 0.32 10 10 10 10 10 10.00 1.91 Allotment [●] 5.80 Allotment [●] 1.88 Transfer 1.49 11.40 7.73 10 10 10 10.00 0.09 Allotment [●] 13.21 Allotment 21.03 72.77 [●] [●] [●] 10.00 10.00 Allotment Allotment [●] [●] [●] [●] 10.00 10.00 10.00 100.00 Allotment [●] Allotment Allotment [●] [●] Allotment [●] [●] Allotment Allotment [●] [●] [●] Trasnfer [●] Allotment [●] Transfer Transfer Allotment [●] [●] [●] [●] [●] [●]

Other than Cash

10,000

Other than Cash

24,50,000

Sub-Total 8 November 2006 M/s Prakash Endeavours Private Limited 30 March 2007 30 March 2007 25 August 2008 5 February 2009 Sub-Total 8 November 2006 30 March 2007 30 March 2007 Sub-Total

Other than Cash Other than Cash Cash Cash Cash

80,000 4,81,840 14,63,720 4,74,290 3,75,000 28,74,850

M/s Tushita Builders Private Limited

Other than Cash Other than Cash Cash

19,50,000 22,830 33,30,000 53,02,830 1,83,48,830

Total *The Equity Shares are fully paid as on the date of their allotment

Two of our promoters, Tushita Builders Private Limited (“TBPL”) and Smriti Food Park Private Limited (“SFPPL”) have pledged 25,21,385 equity shares having face value of Rs 10 each (“TBPL Pledge Shares”) constituting 10% of the equity share capital of the Company and 50,42,770 equity shares having face value of Rs 10 each (“SFPPL Pledge Shares”) constituting 20% of the equity share capital of the Company, in favour of IDBI Bank Limited (“IDBI”), in lieu of their sanctioned credit facilities worth Rs. 43,500 Lacs in favour of Jain Infraprojects Limited vide agreements for pledge of shares dated 21 June 2010 (“TBPL Pledge Agreement” and “SFPPL Pledge Agreement”). (b) Details of Promoters contribution locked in for three years

An aggregate of 20% of the post-Issue capital held by our Promoters shall be considered as promoters‟ contribution (“Promoters‟ Contribution”) and locked-in for a period of three years from the date of Allotment.

30

The lock-in of the Promoters‟ Contribution would be created as per applicable law and procedure and details of the same shall also be provided to the Stock Exchanges before listing of the Equity Shares.
Our Promoters have, pursuant to their undertakings dated 29 June 2010, granted consent to include such number

of Equity Shares held by them as may constitute 20% of the post-Issue equity share capital of our Company as Promoters‟ Contribution and have agreed not to sell or transfer or pledge or otherwise dispose off in any manner, the Promoters‟ Contribution from the date of filing of this Draft Red Herring Prospectus until the commencement of the lock-in period specified above. The Promoters‟ Contribution has been brought in to the extent of not less than the specified minimum lot and from the persons defined as Promoters under the SEBI Regulations. Details of Promoters‟ Contribution are as provided below:
Sr. No. Date of Allotment/Transfer Nature of consideration [●] [●] [●] No. of Equity Shares locked in* [●] [●] [●] Face Value [●] [●] [●] Issue/Acquisition Price (Rs.) [●] [●] [●] [●] [●] [●] Percentage of Pre-Issue Paid-up Capital [●] [●] [●] Percentage of Post-Issue Paidup Capital [●] [●] [●]

1. 2. 3.

[●] [●] [●] Total

*All the Equity Shares held by our Promoters as on the date of filing of this Draft Red Herring Prospectus are eligible for

computation of Promoters‟ Contribution except for 50,42,770 Equity Shares pledged by Smriti Food Park Private Limited and 25,21,385 Equity Shares pledged by Tushita Builders Private Limited with IDBI Bank Limited.

The Promoters‟ Contribution has been brought in to the extent of not less than the specified minimum lot and from persons who are classified as defined as „promoters‟ of our Company as per the SEBI Regulations. All Equity Shares, which are to be locked-in, are eligible for computation of Promoters‟ Contribution, in accordance with the SEBI Regulations. The Equity Shares proposed to be included as part of the Promoters‟ Contribution: (a) have not been subject to pledge or any other form of encumbrance; or (b) have not been issued out of revaluation reserves or capitalization of intangible assets and have not been issued against shares, which are otherwise ineligible for Promoters‟ Contribution; or (c) have not been acquired for consideration other than cash and revaluation of assets; or (d) have not been acquired by the Promoters during the period of one year immediately preceding the date of filing of this Draft Red Herring Prospectus at a price lower than the Issue Price. The Promoters‟ Contribution can be pledged only with a scheduled commercial bank or public financial institution as collateral security for loans granted by such banks or financial institutions, in the event the pledge of the Equity Shares is one of the terms of the sanction of the loan. The Promoters‟ Contribution may be pledged only if in addition to the above stated, the loan has been granted by such banks or financial institutions for the purpose of financing one or more of the objects of this Issue. For further details regarding the objects, see “Objects of the Issue” on page 37 of the Draft Red Herring Prospectus. The Equity Shares held by our Promoters may be transferred to and among the Promoter Group or to new promoters or persons in control of our Company, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the Takeover Code, as applicable. (c) Details of share capital locked in for one year

In addition to 20% of the post-Issue shareholding of our Company held by the Promoters and locked in for three years as specified above, the entire pre-Issue share capital of our Company (including the Equity Shares held by our Promoters) shall be locked in for a period of one year from the date of Allotment. (d) Lock in of Equity Shares Allotted to Anchor Investors

Equity Shares, if Allotted to Anchor Investors, in the Anchor Investor Portion, shall be locked in for a period of 30 days from the date of Allotment of Equity Shares in the Issue. 3. Shareholding pattern of the Company

31

The table below presents the Equity Shareholding pattern of the company before the proposed Issue and as adjusted for the Issue. Shareholders Promoters (A) Mannoj Kumar Jain Rekha Mannoj Jain Smriti Food Park Private Limited Prakash Endeavours Private Limited Tushita Builders Private Limited Total (A) Promoter Group (B) Darshan Lal Jain Janki Devi Jain Jain Coke & Power Private Limited Prakash Vanijya Private Limited Prakash Petrochemicals Private Limited Total (B) Total (A + B) Non-Promoter Group (C) Quantum Nirman Private Limited Sonata Construction Private Limited Macro Tower Private Limited Vanilla Realty Private Limited Legacy Tower Private Limited Total (C) Employees Total Pre-Issue Share Capital (A+B+C) Public (Pursuant to the Issue) (D) Total Post-Issue Share Capital (A+B+C+D) Pre-Issue No. of Equity Shares Percentage 20,01,420 2,61,660 79,08,070 28,74,850 53,02,830 1,83,48,830 50,660 27,830 10,26,000 12,44,030 9,50,000 32,98,520 2,16,47,350 6,60,000 5,77,500 5,50,000 7,74,000 10,05,000 35,66,500 [] 2,52,13,850 2,52,13,850 7.94 1.04 31.36 11.40 21.03 72.77 0.20 0.11 4.07 4.93 3.77 13.08 85.85 2.62 2.29 2.18 3.07 3.99 14.15 [] 100.00 100.00 Post-Issue# No. of Equity Shares Percentage 20,01,420 2,61,660 79,08,070 28,74,850 53,02,830 1,83,48,830 50,660 27,830 1,026,000 1,244,030 9,50,000 32,98,520 2,16,47,350 6,60,000 5,77,500 5,50,000 7,74,000 10,05,000 35,66,500 [] 2,52,13,850 [●] [] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [] [●] [●] 100.00

#Assuming that the existing non-Promoter Group shareholders do not apply for and are not Allotted Equity Shares in this Issue and the employees, who hold options under the JainInfra ESOP 2009, shall continue to hold the same number of Equity Shares after the Issue.

4. (a) Sr. No.

Equity Shares held by top ten shareholders On the date of filing this Draft Red Herring Prospectus with SEBI: Name of Shareholder No. of Equity Shares 79,08,070 53,02,830 28,74,850 20,01,420 12,44,030 10,26,000 10,05,000 9,50,000 7,74,000 6,60,000 % to Paid up Capital 31.36 21.03 11.40 7.94 4.93 4.07 3.99 3.77 3.07 2.62

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Smriti Food Park Private Limited Tushita Builders Private Limited Prakash Endeavours Private Limited Mannoj Kumar Jain Prakash Vanijya Private Limited Jain Coke & Power Private Limited Legacy Tower Private Limited Prakash Petrochemicals Private Limited Vanilla Realty Private Limited Quantum Nirman Private Limited

32

Total (b) Sr. No.

2,37,46,200

94.18

10 days prior to, the date of filing this Draft Red Herring Prospectus with SEBI: Name of Shareholders No. of Equity Shares 79,08,070 53,02,830 28,74,850 20,01,420 12,44,030 10,26,000 10,05,000 9,50,000 7,74,000 6,60,000 2,37,46,200 % to Paid up Capital 31.36 21.03 11.40 7.94 4.93 4.07 3.99 3.77 3.07 2.62 94.18

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Smriti Food Park Private Limited Tushita Builders Private Limited Prakash Endeavours Private Limited Mannoj Kumar Jain Prakash Vanijya Private Limited Jain Coke & Power Private Limited Legacy Tower Private Limited Prakash Petrochemicals Private Limited Vanilla Realty Private Limited Quantum Nirman Private Limited Total

(c) Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Two years prior to the date of filing this Draft Red Herring Prospectus with SEBI: Name of Shareholders Smriti Food Park Private Limited Tushita Builders Private Limited Prakash Endeavours Private Limited. Mannoj Kumar Jain Mrigiya Electronic Industries Private Limited Prakash Petrochemical Private Limited Jain Coke & Power Private Limited Rekha Mannoj Jain Darshal Lal Jain Janki Devi Jain Total No. of Equity Shares 78,29,820 53,02,830 20,25,560 14,51,420 9,74,290 3,00,000 3,00,000 55,660 50,660 27,830 1,83,18,070 % to Paid up Capital 42.73 28.94 11.05 7.92 5.32 1.64 1.64 0.30 0.28 0.15 99.96

5.

Jain Infra Employee Stock Option Plan (“JainInfra ESOP 2009”) The Employee Stock Option Plan was approved by our shareholders on 30 November 2009 and our Board of Directors on 1 January 2010. The objective of the scheme is to reward the employees for their past association and performance as well as to motivate them to contribute to the growth and the profitability of the Company. The grant of options will be based on the merit of the employee, length of service, performance record, future potential contribution by the employee and such other criteria. The shareholders and the Board of Directors of the Company have approved an issue of 12,60,700 options, constituting 5% of the outstanding equity capital of the Company, available for being granted to eligible employees of the Company under one or more employee stock option schemes. Each option (after it is vested) will be exercisable for one equity share of Rs. 10 each fully paid-up. There was no stock option plan for the employees of the Company prior to implementation of JainInfra ESOP 2009. There are eight grants made under JainInfra ESOP 2009. The total number of options granted by the board is 7,89,350 of options convertible into equity in the ratio of 1:1. Under the terms of the JainInfra ESOP 2009 the scheme options vest within 5 years from the date of grant. The exercise period of all options granted is ten years from the date of vesting of options. The grantee of the option may exercise the options immediately on vesting or at anytime prior to the expiry of ten years from the date of vesting. The equity shares arising pursuant to the exercise of options would be locked-in as per the terms of the scheme. The options granted under JainInfra ESOP 2009 would vest annually starting 31 May 2010 over the next 5 years. 1. 2. 3. 4. Options granted Exercise Price Options Vested Options Exercised 7,89,350 Rs. 50 2,40,627 0

33

5. 6. 7. 8. 9. 10. (a)

Total no. of shares arising as result of exercise of Options Options lapsed * Variation in terms of Options Money realized by exercise of Options Total number of options in force
*Lapsed options include options forfeited and options cancelled / lapsed

0 0 None 0.00 789,350

Employee wise details of options granted to: Senior Managerial Personnel No of Options granted under JainInfra ESOP 2009 6,30,350 15,000 15,000 5,000 15,000 10,000 5,000 3,000

Name of Key Managerial Personnel

a. b. c. d. e. f. g. h. (b)

Mr. Ashok Kumar Chadha Mr. Raj Kumar Chandak Mr. Tarun Kumar Jain Mr. Chandan Kanti Chowdhuri Mr. Manoj Kumar Sethia Mr. Sumit Kumar Surana Mr. Niloy Bhattacharya Mr. Rana Ghosh

Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year: No of Options granted under JainInfra ESOP 2009 630,350

Name of the Employee

Mr. Ashok Kumar Chadha (c)

Employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding warrants and conversions) of the company at the time of grant: No of Options granted under JainInfra ESOP 2009 630,350

Name of the Employee

Mr. Ashok Kumar Chadha

As the grant of options is made post reporting date of the financials appearing in the offer document i.e. 31 December 2009, the disclosures regarding the fair value of options as per Black Scholes Option pricing Model are not applicable. However, the detailed disclosures will be made in the “Director‟s report disclosures” in the forthcoming annual report. The Key Managerial Personnel and the employees have confirmed that there would not be any sale of equity shares arising pursuant to the exercise of the options granted within three months after the date of listing of the shares. 6. The Company, the Promoters, the Directors and the BRLMs have not entered into any buy-back arrangements for the purchase of Equity Shares of the Company from any person. Other than as stated above, none of our Directors or key managerial personnel holds any Equity Shares in our Company. Other than as stated above, none of the BRLMs or their associates holds any Equity Shares in our Company. None of our Promoters, Directors, members of our Promoter Group has purchased or sold any Equity Shares within the six months preceding the date of filing of this Draft Red Herring Prospectus with SEBI. Except as disclosed in this section, we have not issued any Equity Shares for consideration other than cash.

7.

8.

9.

34

10.

As on date of this Draft Red Herring Prospectus, except as disclosed in this chapter, there are no outstanding warrants, options or rights which would entitle the existing promoters or shareholders or any other person any option to acquire our Equity Shares after the Issue. A Bidder cannot make a Bid for more than the number of Equity Shares offered in this Issue and Bidders are subject to the maximum limit of investment prescribed under the relevant laws applicable to each category of Bidders. An over-subscription to the extent of 10% of the offer to public can be retained for purposes of rounding off to the nearest multiple of minimum allotment lot. The Company has not raised any bridge loans against the Issue Proceeds. In the case of over-subscription in all categories, not more than 50% of the Issue shall be available for allocation on a proportionate basis to QIBs, of which 5% shall be reserved for Mutual Funds only. Mutual Funds participating in the Mutual Fund Portion of the QIB Portion will also be eligible for allocation in the remaining QIB Portion. Upto 30% of the QIB Portion shall be available for allocation to Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocation to domestic Mutual Funds. Under subscription, if any, in the Mutual Funds portion will be met by a spillover from the QIB Portion and be allotted proportionately to the QIB Bidders. Further, not less than 15% of Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. For further details, see “Issue Structure” on page 283 of this Draft Red Herring Prospectus. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in QIBs, Non Institutional and Retail Individual categories would be allowed to be met with spillover inter-se from other categories, at the sole discretion of our Company in consultation with the BRLMs and subject to applicable provisions of SEBI Regulations. We presently do not intend to issue further capital whether by way of issue of bonus shares, preferential allotment and rights issue or in any other manner during the period commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares to be issued pursuant to the Issue have been listed. We presently do not intend to or propose to alter the capital structure by way of split or consolidation of the denomination of our Equity Shares or issue Equity Shares on a preferential basis or issue of bonus or rights or further public issue of Equity Shares or qualified institutions placement, within a period of six months from the date of opening of the Issue. However, if business needs of the Company so require, the company may alter the capital structure by way of split or consolidation of the denomination of the shares/issue of shares on a preferential basis or issue of bonus or rights or public issue of shares or any other securities whether in India or abroad during the period of six months from the date of listing of the Equity Shares issued under this Draft Red Herring Prospectus or from the date the application moneys are refunded on account of failure. The Company has not revalued the assets since its inception. The Equity Shares are fully paid-up and there are no partly paid-up equity shares as on the date of filing of this Draft Red Herring Prospectus. There shall be only one denomination of Equity Shares, unless otherwise permitted by law. We shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. The Company has not come out with any public issue since its incorporation. As of the date of filing of this Draft Red Herring Prospectus, the total numbers of holders of Equity Shares are 15. Our Company, Directors, Promoters or Promoter Group shall not make any payments direct or indirect, discounts, commissions, allowances or otherwise under this Issue except as disclosed in this Draft Red Herring Prospectus.

11.

12.

13. 14.

15.

16.

17.

18. 19.

20.

21. 22.

23.

35

24. 25.

Except as disclosed in this section, the Company has not granted ESOPs to its employees. Two of our Promoters, namely Tushita Builders Private Limited and Smriti Food Park Private Limited, have pledged 25,21,385 Equity Shares and 50,42,770 Equity Shares respectively with IDBI Bank Limited. The Promoter Group, Directors, Promoters and their relatives have not financed the purchase by any other person of securities of the Company other than in the normal course of business of the financing entity during the period of six months immediately preceding the date of filing of this Draft Red Herring Prospectus with SEBI.

26.

36

OBJECTS OF THE ISSUE We intend to utilise the proceeds of the Issue after deducting the issue related expenses (the “Net Proceeds”) for the following objects :    Investment in capital equipment; Part funding the working capital requirements; and General Corporate Purposes.

(Collectively referred to herein as the “objects”) In addition, our company expects to receive the benefits of listing the Equity Shares on the Stock Exchanges. The main object clause of our Memorandum of Association enable us to undertake our existing activities and the activities for which the funds are being raised by us through this Issue. Further, we confirm that the activities we have been carrying out until now are in accordance with the object clause of our Memorandum of Association. Net Proceeds of the Issue The details of net proceeds of the Issue are summarized below – Particulars Gross Proceeds to be raised through this Issue Less : Issue related expenses* Net Proceeds of the Issue after deducting the issue related Expenses (“Net Proceeds”)* *Will be incorporated after finalization of issue price Requirement of Funds The total fund requirement and utilization of Net Proceeds will be as per the table set forth below: S.No. 1 2 3 Particulars Investment in Capital Equipment Working Capital Requirement General Corporate Purpose* Total* Amount (Rs. In Lacs) 12381.44 13000.00 [●] [●] Estimated Amount (Rs. In Lacs) 30,000.00 [•] [•]

*Will be incorporated after finalization of issue price Means of Finance: The above mentioned fund requirement is proposed to be funded as under – Particulars Net Proceeds to be raised through this Issue* Total * *Will be incorporated after finalization of issue price Amount (Rs. In Lacs) [●] [●]

37

Statement of utilization of Funds: The utilization of funds is proposed as per the table set forth below: (Rs. In lacs) Proposed Schedule of Deployment of Net Proceeds

S.No.

Particulars

Total Estimated cost Internal Accruals

To be funded through

Debt

Net Proceeds of the issue 12381.44 13000.00 [●]

FY 2010 – 11

1 2 3

Investment in Capital Equipment Working Capital Requirement* General Corporate Purpose*** Total
st

12381.44 74222.00** [●] [●]

Nil 17972.00 Nil

Nil 43250.00 Nil

12381.44 13000.00 [●]

*As on December 31 , 2009, the total working capital gap was Rs. 47865 lacs, which was financed through internal accruals of Rs. 18289 lacs and working capital loans amounting to Rs. 29576 lacs **Estimated working capital gap for the FY 2011. ***Will be incorporated after finalization of issue price Our fund requirement and deployment of the Net Proceeds of the issue is based on internal management appraisal and estimates. These are based on current conditions and are subject to change in light of changes in external circumstances or costs, or in other financial conditions, business or strategy. In case of variations in actual utilization of funds earmarked for the purpose set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised in this issue. If surplus funds are unavailable, the required financing will be through our internal accruals through cash flows from our operations, advances received from customers and/or debt, as required. We operate in a competitive and dynamic sector. We may have to revise our estimates from time to time on account of modifications in plans for existing projects, future projects and the initiatives which we may pursue. Our funding requirements for the Objects and the deployment schedule of the Net Proceeds are based on current conditions and are subject to change in light of external circumstances such as geological assessments, exchange or interest rate fluctuations, changes in design of the projects, increase in costs of steel and cement, other construction materials and labor costs, other pre-operative expenses and other external factors which may not be in our control. This may also include rescheduling or revising the proposed utilization of Net Proceeds at the discretion of the management of our Company. In the event of a shortfall in raising the requisite capital from the proceeds of the Issue towards meeting the objects of the Issue, the extent of the shortfall will be met by way of such means available to our Company, including through incremental debt, or further issue of capital. The entire requirements of the objects detailed above are intended to be funded from the Net Proceeds of the Offer and existing identifiable internal accruals. Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the proposed issue and existing identifiable internal accruals. Details of the Objects 1. Investment in Capital Equipment

38

We are in the business of Infrastructure development and are required to make investments in capital equipment on a recurring basis duce to the nature of the industry. We propose to use Rs. 12381.44 lacs from the net proceeds for the purchase of capital equipment to meet the requirements of our ongoing projects based on our order book and future requirements as estimated by the management. The total investment in Capital Equipment is expected to be as under – (Rs. In lacs) Particulars Equipment to be imported Equipment to be procured from domestic suppliers Total Amount 999.59 11381.85 12381.44

The following table sets forth the list of equipment for which we have received quotations and are currently under consideration for placement of order: A. Equipment to be imported Imported Machines required for Bituminous / Concrete Road Work –
Sl. No A 1 Wirtgen Cold Machine Model W100 HAMM Model GRW 15 – Rubber Wheeled Roller Sub Total (A) Basic Cost per unit Other Total Total Costs Cost Cost per unit per unit Quanti (Rs. In (Rs. In (Rs. ty Lacs) Lacs) ** Lacs) (Nos.) MACHINERY REQUIREMENT FOR BITUMINOUS / CONCRETE ROAD WORK Convers ion Rate (Rs.) * Basic Cost per unit (In Rs. Lacs) Euro 214854 Euro 129850 57.17 122.83 35.35 158.18 2 316.36 Suppli er Name Date of Quo tatio n 01/0 5/20 10 01/0 5/20 10

Name of Equipment

Wirtge n India Wirtge n India

2

57.17

74.24

21.37

95.61

5

478.05 794.41

B HONGDA QTZ 63 Tower Crane Sub Total (B) Grand Total (A+B) US $ 171500

MACHINERY REQUIREMENT FOR BUILDING WORK MANS AM Constr uction & Mining 05/0 5/20 10

1

46.45

79.66

22.93

102.59

2

205.18

205.18 999.59

*[Source: Exchange rates as on May 31st, 2010 as quoted on www.rbi.gov.in ] ** Other cost includes Customs duty, inland freight charges and other incidental costs B. Equipment to be procured from domestic suppliers
Name of Equipment Basic Cost per unit (Rs. in Lacs) Other Costs per unit* Total Cost per unit (Rs. Lacs) Total Quantity (Nos.) Supplier Name Date of Quotation

Sl. No.

Total Cost (Rs. In Lacs)

A

MACHINERY REQUIREMENT FOR BITUMINOUS / CONCRETE ROAD WORK Apollo Model AP 1000 Hydrostatic Paver Finisher Gujarat Apollo Industries Ltd

1

94.65

27.81

122.46

3

367.38

6/5/2010

39

Sl. No.

Name of Equipment

Basic Cost per unit (Rs. in Lacs)

Other Costs per unit*

Total Cost per unit (Rs. Lacs)

Total Quantity (Nos.)

Total Cost (Rs. In Lacs)

Supplier Name

Date of Quotation

2

Mechanical Paver Finisher Model WM 6 HES Apollo Bitumen Pressure Distributor

15.25

4.48

19.73

8

157.84

Apollo Construction Equipment Pvt. Ltd Gujarat Apollo Industries Ltd Tata Motors Limited

6/5/2010

3 (a)

7.75

2.28

10.03

8

80.24

6/5/2010

Tata Cowl Chassis LPT 1613/42 697 3 (b) Hydraulic Excavator Model Ec210B Prime Vibratory Asphalt Compactor Model DD 90 Vibratory Soil Compactor Apollo Model ATP60-TS Stationery Concrete Batching Plant 125 KVA Water Cooled D.G Set BEML BD355X Bull Dozer JCB 430 Z Articulate Loader

14.13

1.92

16.05

8

128.4

5/5/2010

4

47.5

2.89

50.39

12

604.68

UD Hydraulics Pvt. Ltd.

15/01/2010

5

23

3.91

26.91

8

215.28

UD Hydraulics Pvt. Ltd. Suchita Millenium Projects Pvt. Ltd

15/01/2010

6

20.8

5.53

26.33

8

210.64

5/5/2010

7

66

19.39

85.39

2

170.78

Apollo Infratech Pvt. Ltd

5/5/2010

8

5.88

1.56

7.44

8

59.52

Western Consolidated Private Limited

5/5/2010

9

75

19.93

94.93

8

759.44

Shree Impex

6/5/2010

10

23.65

6.28

29.93

12

359.16

Saini Earth Movers

6/5/2010

40

Sl. No.

Name of Equipment Apollo Model DM 60 Stationery Drum Mixer Type Asphalt Plant Apollo Model ANP 2000 – Asphalt Batch Mix Plant ACE Make Hydraulic Mobile Crane Motor Grader G 930

Basic Cost per unit (Rs. in Lacs)

Other Costs per unit*

Total Cost per unit (Rs. Lacs)

Total Quantity (Nos.)

Total Cost (Rs. In Lacs)

Supplier Name

Date of Quotation

11

48

18.89

66.89

8

535.12

Gujarat Apollo Industries Limited

6/5/2010

12

224.25

70.2

294.45

2

588.9

Gujarat Apollo Industries Limited Action Construction Equipment Ltd UD Hydraulics Pvt. Ltd. Universal Construction Machinery & Equipment Ltd Universal Construction Machinery & Equipment Ltd Tata Motors Limited

6/5/2010

13

8.8

1.5

10.3

4

41.2

6/5/2010

14

86

3.47

89.47

16

1431.52

6/2/2010

14

Mini Dumper

5.1

1.36

6.46

4

25.84

6/5/2010

15 (a)

UNI + 6000 Transit Mixer

7.85

2.09

9.94

12

119.28

6/5/2010

Tata Chassis SK 1616/42 697 15 (b) TATA LPK 2518 TCHD-14 Cum Tipper BS II TATA LKP 1613 TCHD-10 Cum Tipper BS II

12

1.77

13.77

12

165.24

5/5/2010

16

21.8

3.22

25.02

30

750.6

Tata Motors Limited

5/5/2010

17

14.66

2.16

16.82

15

252.3

Tata Motors Limited

5/5/2010

41

Sl. No.

Name of Equipment

Basic Cost per unit (Rs. in Lacs)

Other Costs per unit*

Total Cost per unit (Rs. Lacs)

Total Quantity (Nos.)

Total Cost (Rs. In Lacs)

Supplier Name

Date of Quotation

18

Skid Mounted Crushing Plant Machinery Sub Total (A)

365

62.07

427.07

2

854.14

Puzzolana Machinery Fabricators

18/01/2010

7877.5 MACHINERY REQUIREMENT FOR IRRIGATION WORK

B 1 JCB 3DX Excavator Loader Apollo Model ATP60-TS Stationery Concrete Batching Plant 125 KVA Water Cooled D.G Set Vibratory Soil Compactor Model SD 110 Hydraulic Excavator Model Ec210B Prime 16.55

2.81

19.36

4

77.44

Saini Earth Movers

6/5/2010

2

66

19.39

85.39

1

85.39

Apollo Infratech Pvt. Ltd

5/5/2010

3

5.88

1.56

7.44

4

29.76

Western Consolidated Private Limited UD Hydraulics Pvt. Ltd

5/5/2010

4

19.7

3.35

23.05

7

161.35

5/1/2010

5

47.5

2.89

50.39

8

403.12

UD Hydraulics Pvt. Ltd.

15/01/2010

6

Mini Dumper

5.1

1.36

6.46

4

25.84

Universal Construction Machinery & Equipment Ltd

6/5/2010

7

TATA LKP 1613 TCHD-10 Cum Tipper BS II

14.66

2.16

16.82

16

269.12

Tata Motors Limited

5/5/2010

Sub Total (B)

1052.02

C

MACHINERY REQUIREMENT FOR BUILDING WORK

42

Sl. No.

Name of Equipment JCB 3DX Excavator Loader Apollo Model ATP60-TS Stationery Concrete Batching Plant Apollo Model ATP 30 Stationery Concrete Batching Plant Apollo Model ANP 2000 – Asphalt Batch Mix Plant 125 KVA Water Cooled D.G Set Vibratory Soil Compactor Model SD 110 Hydraulic Excavator Model Ec210B Prime ACE Make Hydraulic Mobile Crane

Basic Cost per unit (Rs. in Lacs) 16.55

Other Costs per unit*

Total Cost per unit (Rs. Lacs)

Total Quantity (Nos.)

Total Cost (Rs. In Lacs) 232.32

Supplier Name

Date of Quotation

1

2.81

19.36

12

Saini Earth Movers

6/5/2010

2

66

19.39

85.39

2

170.78

Apollo Infratech Pvt. Ltd

5/5/2010

3

31.5

9.26

40.76

4

163.04

Apollo Infratech Private Limited

6/5/2010

4

224.25

70.2

294.45

1

294.45

Gujarat Apollo Industries Limited Western Consolidated Private Limited UD Hydraulics Pvt. Ltd

6/5/2010

5

5.88

1.56

7.44

8

59.52

5/5/2010

6

19.7

3.35

23.05

4

92.2

15/01/2010

7

47.5

2.89

50.39

8

403.12

UD Hydraulics Pvt. Ltd.

15/01/2010

8

8.8

1.5

10.3

8

82.4

Action Construction Equipment Ltd Universal Construction Machinery & Equipment Ltd Tata Motors Limited

6/5/2010

9 (a)

UNI + 6000 Transit Mixer

7.85

2.09

9.94

16

159.04

6/5/2010

43

Sl. No.

Name of Equipment Tata Chassis SK 1616/42 697

Basic Cost per unit (Rs. in Lacs) 12

Other Costs per unit*

Total Cost per unit (Rs. Lacs)

Total Quantity (Nos.)

Total Cost (Rs. In Lacs) 220.32

Supplier Name

Date of Quotation

1.77

13.77

16

5/5/2010

9 (b) 10 Concrete Pump Sub-Total © D 1 JCB 3DX Excavator Loader Bobcat Skid Steer Loader Model S130 125 KVA Water Cooled D.G Set Vibratory Soil Compactor Model SD 110 Hydraulic Excavator Model Ec210B Prime ACE Make Hydraulic Mobile Crane 16.55 31 5.27 36.27 4 145.08 Schwing Stetter (India) Pvt Ltd 8/5/2010

2022.27 MACHINERY REQUIREMENT FOR DRAINAGE / SEWAGE WORK 2.81 19.36 3 58.08 Saini Earth Movers Suchita Millenium Projects Pvt Ltd Western Consolidated Private Limited UD Hydraulics Pvt. Ltd 6/5/2010

2

13.85

2.04

15.89

4

63.56

5/5/2010

3

5.88

1.56

7.44

2

14.88

5/5/2010

4

19.7

3.35

23.05

4

92.2

15/01/2010

5

47.5

2.89

50.39

2

100.78

UD Hydraulics Pvt. Ltd.

15/01/2010

6

8.8

1.5

10.3

6

61.8

Action Construction Equipment Ltd Universal Construction Machinery & Equipment Ltd

6/5/2010

7

Mini Dumper

5.1

1.36

6.46

6

38.76

6/5/2010

Sub-Total (D) GRAND TOTAL (A+B+C+D)

430.06

11381.85

*inclusive of Excise Duty, CST / VAT, transportation charges and other incidental costs

44

None of the machinery described above, is used or second hand and we do not propose to purchase any used / second hand machinery. The Promoters, Directors, Key Managerial Personnel and the Group Companies do not have any interest in the proposed acquisition of the equipment and machineries or in the entity from which we have obtained the quotations. The prices for the equipment proposed to be purchased as set out above are as per the quotations received from the respective suppliers. We will obtain fresh quotations at the time of actual placement of the order for the respective equipment. As on date we have not placed order for any of the equipment. The actual cost would thus depend on the prices finally settled with the suppliers and to that extent may vary from the above estimates. 2. Part Funding of the working capital requirement

Our business is working capital intensive and we have availed working capital facilities from various banks. As on December 31st, 2009, our company‟s working capital facility consisted of an aggregate fund based limit of Rs. 22000 lacs and an aggregate non-fund based limit of Rs. 50000 lacs. As on December 31st, 2009, the aggregate amount outstanding under the fund based and non fund based working capital facilities was Rs. 19472.87 lacs and 15124.68 lacs respectively. We expect a substantial increase in our working capital requirement in view of our proposed projects and oustanding order book. For details of our Order book, please see the chapter titled “Our Business”, beginning on page 72 of this DRHP. We have estimated an amount of Rs. 13000 lacs to be utilized from issue proceeds to meet the long term working capital requirements. Basis of estimation of working capital requirement The details of our Company‟s working capital requirement and funding as at March 31st, 2009, December 31st, 2009 and estimated as at March 31st, 2011 are as follows – (Rs. In Lacs) Particulars I. Current Assets 1. Inventories Work in Progress 2. Loans and Advances 3. Sundry Debtors 4. Cash and Bank Balance (excluding margin money)* Total Currents assets (A) II. Current Liabilities 1. Sundry Creditors 2. Other Liabilities including provisions Total Currents liabilities (B) Working Capital Gap (A-B) Funding Pattern Working Capital loans from banks Internal Accruals Initial Public Offer As at March 31st, 2009 As at December 31st, 2009 Estimated as at March 31st, 2011

20931 7487 8504 1081 38003 9875 1852 11727 26276 15470 10806 -

29272 12869 24664 635 67440 16428 3147 19575 47865 29576** 18289 -

51300 13864 26306 9507 100977 22799 3956 26755 74222 43250*** 17972 13000

*The cash and bank balance as on March 31st 2009 and December 31st 2009 including margin money was Rs. 2057 lacs and 3305 lacs respectively. ** Includes a term loan (for augmenting long term resources for improving NWC) from Central Bank of India for the working capital purposes.

45

***As on date our company has sanctions for fund based working capital limits to the tune of Rs. 24500 lacs from various banks and has utilized a term loan (for augmenting long term resources for improving NWC) aggregating Rs. 10000 lacs from Central Bank of India for the working capital purposes. Our company proposes to tie up the balance working capital requirement of Rs.8750 lacs from various lenders. We have estimated the future working capital requirements based on the following assumptions: Estimated Actual Holding Level Holding levels as as at March 31st, 2009 at March 31st, (No. of Days) 2011 (No. of Days) 181 62 87 13 159 68 76 10

Particulars

Basis

Inventory : Work in Progress Sundry Debtors Sundry Creditors Other Liabilities provisions including

No. of days of Cost of production No. of days of total Sales No. of days of total Purchase of Materials No. of days to sales

Justification for the holding period levels: Current Assets Our company follows percentage completion method for sales. Work in progress is assumed to go down to 159 days levels in FY 2011 as compared to 181 for the FY 2009 levels. This will be on account of lower billing cycle of the varied type of infrastructure contracts being executed by us in FY 2011. Sundry debtors on account of sales are assumed to marginally increase to 68 days in FY 2011 as compared to FY 2009 levels. Current Liabilities The liquidity position of our company will enable us to keep the creditors level at 76 days in FY 2011, as compared to 87 days in the FY 2009 The liquidity position of our company will enable us to bring down the level of other liabilities and provisions to 10 days in FY 2011 as compared to 13 days in FY 2009.

Work in Progress

Sundry Debtors

Sundry Creditors Other Liabilities

The detail of working capital requirement and funding of the same as at December 31, 2009 is as below – The details of our sanctioned working capital limits and the amount outstanding as on December 31 st, 2009 are as follows – (Rs. In Lacs) Sr. No 1. 2. 3. 4. 5. 6. 7. Name of Bank UCO Bank Central Bank of India IDBI Bank* State Bank of Bikaner and Jaipur Indian Overseas Bank Punjab National Bank State Bank of India Total Sanctioned Fund Based Non Fund Limit Based 2,250.00 5,000.00 6,000.00 14,500.00 3,000.00 8,000.00 1,000.00 2,500.00 2,250.00 5,000.00 22,000.00 1,000.00 7,500.00 2,500.00 11,500.00 50,000.00 Amount Outstanding Non Fund Fund Based Based 2,218.97 5,435.02 7,606.74 3,032.69 3,862.38 897.80 663.70 2,222.40 5002.29 19,472.87 498.78 3,156.78 15,124.68

*IDBI Bank has vide its letter dated April 20th, 2010 enhanced its fund based working capital limits to Rs. 5500 lacs and non fund based limits to Rs. 38,000 lacs. 3. General Corporate Purpose

The Net Proceeds will be first utilized towards investment in capital equipment and meeting working capital requirements. The balance is proposed to be utilized for general corporate purposes, including strategic

46

initiatives and acquisitions, brand building exercises and strengthening of our marketing capabilities, repayment of debt, joint ventures, investment in our subsidiaries and associate companies, meeting exigencies, which our company in ordinary course of business may face, or any other purpose as approved by our board. 4. Issue Expenses

The total expenses of the issue are estimated to be approximately Rs. [●] lacs. The expenses of this issue include, among others, underwriting and management fees, selling commissions, SCSBs commissions / fees, printing and distribution expenses, legal fees, statutory advertisement expenses, registrar and depository fees and listing fees. The estimated issue expenses are as under: Activity Lead Management Fees Underwriters commission, brokerage and selling commission Advertisement and marketing fees Printing and distribution expenses IPO Grading expenses Bankers to the Issue Others (SEBI filing fees, bidding software expenses, depository charges, listing fees, etc.) Total *Will be incorporated at the time of filing of Prospectus Appraisal The funds requirement and funding plans are based on internal estimates of our Company and have not been appraised by any bank/financial institution. Means of Finance Equity Share Capital Our Company proposes to raise Rs. 30000 lacs through public issue of Equity Shares, being issued in terms of this Draft Red Herring Prospectus to finance the proposed objects. Interim Use of Proceeds The management, in accordance with the policies set up by the Board, will have flexibility in deploying the proceeds received from the Issue. Pending utilization for the purposes described above, we intends to temporarily invest the funds in high quality interest or dividend bearing liquid instruments including deposits with banks, mutual funds or temporarily deploy funds in investment grade interest bearing securities as may be approved by Board. Such investments would be in accordance with the investment policies approved by the Board from time to time. We confirm, that pending utilization of the Net Proceeds, we shall not use the funds for any investment in the equity markets. Monitoring of Utilization of Funds Our Board will monitor the utilization of the proceeds of the Issue. We will disclose the utilization of the proceeds of the Issue under a separate head in the balance sheet along with details, for all such proceeds of the Issue that have not been utilized. We will indicate investments, if any, of unutilized proceeds of the Issue in our Balance Sheet for the relevant Financial Years subsequent to our listing. Pursuant to Clause 49 of the Listing Agreement, our Company shall on a quarterly basis disclose to the Audit Committee the uses and applications of the proceeds of the Issue. On an annual basis, our Company shall prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee. Such disclosure shall be made only until such time that all the proceeds of the Issue have been utilised in full. The statement will be certified by the statutory auditors of our Company. Our Company shall be required to inform the Stock Exchanges of any material deviations in the utilisation of Issue proceeds and shall also be required to simultaneously make the material deviations/adverse comments of the Audit committee public through advertisement in newspapers. Estimated Expense [●] [●] [●] [●] [●] [●] [●] [●]

47

No part of the Net Proceeds will be paid by our Company as consideration to the Promoters, the Directors, our Company‟s Key Managerial Personnel or associates and group companies, companies promoted by the Promoters, except in the ordinary course of our business. For risks associated with our proposed utilisation of the Net Proceeds, see “Risk Factors” on page xii Basic terms of the issue The Equity shares being offered are subject to the provision of the Companies Act, 1956, the Memorandum and Articles of Association of the Company, the terms of this offer document and other terms and conditions as may be incorporated in the Allotment advice and other documents /certificates that may be executed in respect of the issue. The Equity shares shall also be subjected to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, Government of India, RBI, ROC and /or other authorities as in force on the date of issue and to the extent applicable.

48

BASIS FOR ISSUE PRICE

The Price Band will be decided by the Company in consultation with the BRLMs and advertised at least two days prior to the Bid/Issue Opening Date. The Issue Price will be determined by our Company, in consultation with the BRLMs, on the basis of the assessment of market demand for the offered Equity Shares by the Book Building Process. The face value of our Equity Shares is Rs. 10 each and the Floor Price is [●] times the face value and the Cap Price is [●] times the face value. Qualitative Factors For details on qualitative factors, refer to sections titled “Business” beginning on page 72 of this Draft Red Herring Prospectus. Quantitative Factors The information presented below relating to our Company is based on the restated financial statements of our Company for Fiscal 2007, 2008, 2009 and nine months ended December 31 st, 2009 prepared in accordance with Indian GAAP. As of date of this Draft Red Herring Prospectus, the face value of the Equity Shares of our Company is Rs. 10 per equity share. 1. A) Basic and Diluted Earning Per Share (“EPS”) - Standalone Year / Period Fiscal 2009 Fiscal 2008 Fiscal 2007 WEIGHTED AVERAGE EPS (Rs.) 17.84 10.96 7.38 13.80 Weight 3 2 1

EPS for the nine month period ended December 31 st, 2009 is Rs. 17.28 B) Basic and Diluted Earning Per Share (“EPS”) – Consolidated Year / Period Fiscal 2009 Fiscal 2008 Fiscal 2007 WEIGHTED AVERAGE EPS (Rs.) 18.45 10.96 7.38 14.10 Weight 3 2 1

EPS for the nine month period ended December 31 st, 2009 is Rs. 17.29 2. (a) Price/Earnings (P/E) ratio in relation to Price Band Particulars Based on Basic and Diluted EPS (Standalone ) of Rs. 17.84 per share for Fiscal 2009 Based on Basic and Diluted EPS (Consolidated ) of Rs. 18.45 per share for Fiscal 2009 P/E at the lower end of Price Band (no. of times) [●] P/E at the higher end of Price Band (no. of times) [●]

[●]

[●]

(b) P/E ratio for the industry is as follows: Highest563.50 Lowest3.60

49

Industry Composite25.40 Source: Capital Markets, Volume XXV/08 dated June 14-27, 2010 (Industry – Construction) 3. (A) Return on Net Worth - Standalone Return on Net Worth (“RoNW”) as per restated financial statements: Year / Period Fiscal 2009 Fiscal 2008 Fiscal 2007 WEIGHTED AVERAGE RoNW for the nine month ended December 31st, 2009 is 21.85% (B) Return on Net Worth - Consolidated Return on Net Worth (“RoNW”) as per restated financial statements: Year / Period Fiscal 2009 Fiscal 2008 Fiscal 2007 WEIGHTED AVERAGE RoNW (%) 26.72 39.66 26.33 30.96 Weight 3 2 1 RoNW (%) 26.07 39.66 26.33 30.64 Weight 3 2 1

RoNW for the nine month ended December 31st, 2009 is 21.74% 4. Minimum Return on Increased Net Worth Required to Maintain Pre-Issue EPS : Minimum Return on post-Issue Net Worth required to maintain pre-Issue EPS is [●] 5. Net Asset Value per Equity Share NAV (Consolidated) as at March 31st, 2009: Rs. 69.05 per Equity Share NAV (Standalone) as at March 31st, 2009: Rs. 68.42 per Equity Share NAV (Consolidated) as at December 31st, 2009: Rs. 79.54 per Equity Share NAV (Standalone) as at December 31st, 2009: Rs. 79.06 per Equity Share Issue Price : Rs. [●] per Equity Share NAV (Consolidated) after the Issue: Rs. [●] per Equity Share NAV (Standalone) after the Issue: Rs. [●] per Equity Share 6. Comparison with Peer Group Comparisons We are engaged in the business of infrastructure development. We have drawn comparison with the listed company mentioned hereunder based on the sector our company operates in. Face Value per share 10 10 10 1 Book Value Per share 68.42 69.05 227.70 78.10

Company

EPS 17.84* 18.45 60.40 5.90

P/E [●] [●] 17.40 22.50

RONW (%) 26.07 26.72 37 9.10

Jain Infraprojects Limited (on Standalone basis)* Jain Infraprojects Limited (on consolidated basis)* ARSS Infrastructure Limited Madhucon Projects Limited

50

Company

Face Value per share 10 2 2

EPS 18.20 5.50 13.5

P/E 11.80 31.3 15.4

RONW (%) 21.30 13.30 25.8

JMC Projects Limited IVRCL Infrastructures & Projects Limited Era Infra Engineering Limited
*As at year ended 31 March 2009

Book Value Per share 115.20 69.30 82.4

Source: Capital Markets, Volume XXV/08 dated June 14-27, 2010 (Industry – Construction) 7. The Issue price will be [●] times of the face value of the Equity Shares The Issue Price of Rs. [●] per Equity Share has been determined by us, in consultation with the BRLMs, on the basis of assessment of market demand from the investors for the Equity Shares through the Book building process. The BRLMs believe that the Issue Price of Rs. [●] is justified in view of the above qualitative and quantitative parameters. Prospective investors should also review the entire DRHP including, in particular the sections titled “Risk Factors”, “Our Business” and “Financial Statements” beginning on page xii, 72 and 149 respectively of this DRHP to have more informed view.

51

STATEMENT OF TAX BENEFITS To, The Board of Directors, Jain Infraprojects Ltd Kolkata-700 017 Dear Sir, Sub: Statement of Possible Tax Benefits Available to the Company and its Shareholders We hereby report that the enclosed statement, prepared by the Company, states the possible tax benefits available to JAIN INFRAPROJECTS LIMITED („the Company‟) and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which are based on the business imperatives, the Company may or may not choose to fulfill. The benefits discussed in the enclosed statement are not exhaustive and the preparation of the contents stated is the responsibility of the Company‟s management. We are informed that this statement is only intended to provide general information to the investors and hence is neither designed nor intended to be a substitute for professional tax advice, In view of the nature of the tax consequences, the changing tax laws and the fact that the Company will not distinguish between the shares offered for subscription and the shares offered for sale by the selling shareholders, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. Our confirmation is based on the information, explanation and representations obtained from the Company and on the basis of our understanding of the business activities and operation of the Company and interpretation of the current tax laws in force in India. We do not express any opinion or provide any assurance as to whether:   The Company or its shareholders will continue to obtain these benefits in future ;or The conditions prescribed for availing the benefits, whether applicable have been /would be met.

Yours faithfully, For R.K.Chandak & Co Chartered Accountants

(Rajesh Kumar Chandak) Partner Membership No: 054637 Firm Registration Number: 319248E Dated: 18 June, 2010 Place: Kolkata

52

ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS There are certain deductions and exemptions available under Income Tax Act (ITA) to the Company which determines the taxability of the Company. Based on this, the tax position of the Company is set out below. Tax implications on the investors of making investment in the Company as set out below would be subject to the provisions of any double taxation avoidance agreement (“tax treaty”) that may be available to the investor, if the investor is a resident of a country with which India has entered into a tax treaty as well as on the investor‟s personal tax circumstances. The following summary of the tax implications does not constitute legal or tax advice and is based on the understanding of taxation law in force on the date of this Prospectus. While this summary is considered to be correct interpretation of existing laws in force on the date of this Prospectus, no assurance can be given that courts or other authorities responsible for the administration of such laws will agree with this interpretation or that changes in such laws will not occur.

Special Tax Benefits To our Company under Income tax Act, 1961: Deduction under section 80IA- As per the provisions of Section 80- IA(1) and 80-IA(4) of the Income Tax Act, the Company is eligible to claim 100% tax benefit with respect to profits derived from (i) developing or (ii) operating and maintaining or (iii) developing, operating and maintaining any infrastructure facility. However, the benefit is available subject to fulfillment of conditions prescribed under the section. General Tax Benefits Direct Tax Benefits under the Income Tax Act, 1961 (“ITA”) (a) Depreciation Allowance under Section 32 of the ITA- The Company will be entitled to claim depreciation at the prescribed rates on specified tangible and intangible assets. Also, the depreciation that remains unabsorbed on account of insufficient profits in a year will be carried forward and set off against the succeeding year‟s profit and would be carried forward indefinitely. Carry forward of business losses under Section 72 of the ITA- Business losses, if any, for any year will be carried forwarded and set off against business profits for subsequent eight years. Deduction of preliminary expenses under Section 35D of the ITA- The Company will be entitled to a deduction of one fifth of the preliminary expenses incurred for the issue of shares for a period of five years beginning with the year in which the Company expands its current industrial undertaking. The amount of deduction is limited to five percent of the cost of the project/ capital employed in the business. Minimum Alternate Tax (“MAT”) Credit under section 115JAA(1A) of the ITA- The Company is eligible to claim the credit of MAT paid for any year commencing on or after April 01, 2006 against normal income tax payable in subsequent years. MAT credit shall be allowed for any year to the extent of difference between the tax computed as per the normal provisions of the ITA for that year and the MAT which would be payable for that year. Such MAT credit will be available for set-off up to 10 years succeeding the year in which the MAT credit initially arose. Dividend income exemption Section 10(34) of the ITA– Dividend income (whether interim or final) in the hands of the Company as distributed by any other Company referred to in Section 115-O on or after April 1, 2004 is completely exempted from tax in hands of the Company. Further, the Company will not be eligible to claim a deduction for any amount expended in connection with earning such exempt income as per Section 14A of the ITA. Income From Certain Mutual Funds - Section 10(35) of the ITA- Under Section 10(35) of the Act, income in respect of units of Mutual Funds specified under clause (23 D) in hands of the Company on or after April 1, 2004 is completely exempt from tax in hands of the Company. Long term capital gains under Section 112 of the ITA- As per proviso of Section 112(1)(b) of the Act, long term capital gains would be subject to rate of 20% (plus applicable surcharge and education cess). However, as per the proviso to Section 112(1), the long term capital gains resulting on transfer of listed securities or units (not covered by Section 10(36) and 10(38)),would be subject to tax rate of 20% with

(b)

(c)

(d)

(e)

(f)

(g)

53

indexation benefits or 10% without indexation benefits (plus applicable surcharge and education cess) as per option of the assessee. For this purpose, Indexation Benefit would mean the substitution of cost of acquisition/improvement with the indexed cost of acquisition / improvement, which adjusts the cost of acquisition / improvement by a cost inflation index as prescribed from time to time. (h) Long term capital gains arising from transfer of an „Eligible Equity Share‟ under Section 10(36) of the ITA- Long term capital gains arising from transfer of an „Eligible Equity Share‟ in a company purchased on or after 1st day of March, 2003 and before the 1st day of March, 2004 (both days inclusive) and held for a period of 12 months or more is exempt from tax under Section 10(36) of the Act. Long term capital gains on listed securities under Section 10(38) of the ITA- Long term capital gains arising from sale of listed Equity Shares or units of an equity oriented fund through a recognized stock exchange will not be subject to capital gains tax, provided the applicable Securities Transaction Tax i.e. at the rate of 0.025% on the transaction value is paid by the Company and the transaction of such sale is entered into on or after October 01, 2004. Short term capital gains on Equity Shares under Section 111A- Short term capital gains arising from the transfer of Equity Shares in any company through a recognized stock exchange or from sale of units of equity oriented mutual fund shall be subjected to tax @ 15% (plus applicable surcharge and education cess) provided such a transaction is entered into after the 1 st day of October 2004 and such transfer/sale is subject to Securities Transaction Tax. Other short term capital gains would be taxed at the rate of 30% (plus applicable surcharge & education cess) Exemption from capital gains under Section 54EC of the ITA-In accordance with and subject to the condition and to he extent specified in Section 54 EC of the Act , the Company would be entitled to exemption from tax arising from the transfer of the long term capital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in any of the long term specified assets in manner prescribed in the said section provided that the investment made on after 01.04.2007 in the long term specified asset during any financial year does not exceed fifty lakh rupees. Where the long term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long term specified asset is transferred or converted into money. As inserted by Finance (No. 2) Act 2009, under section 115WM, the provisions of the Fringe Benefit Tax shall not apply to the Company with effect from Income Tax Assessment year 2010-11. Benefits available to Resident shareholders The following General Tax Benefits are available to the existing/ prospective shareholders of the Company under the Income Tax Act. (a) Dividend Exempt under Secion 10(34) Under Section 10(34) of the Act, dividend income (whether interim or final) declared ,distributed or paid by the Company on or after 1st April, 2004 is completely exempt from tax in the hands of the Company. (b) Lower Tax Rate under Section 112 on Long Term Capital Gain As per the provisions of Section 112 of the Act, long term capital gains that are not exempt under section 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). However, as per the proviso to Section 112 (1), if the tax on long term capital gains resulting on transfer of listed securities or units, calculated at the rate of 20 percent with indexation benefit, then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicable surcharge and education cess) (c) Lower Tax rate under Section 111A on Short Term Capital Gains As per the provisions of Section 111A, Short Term capital gains arising from the transfer of Equity Shares in any company through a recognized stock exchange or from the sale of units of equity

(i)

(j)

(k)

(l)

54

oriented mutual fund shall be subject to tax 15% (plus applicable surcharge and education cess) provided such a transaction is entered into after 1 st day of October, 2004 and the transaction is subject to Securities Transaction Tax. (d) Exemption of Long Term Capital Gain under Section 10(38) As per the provisions of Section 10(38), long term capital gain arising from the sale of Equity Shares in any company through a recognized stock exchange or from the sale of units of an equity oriented mutual fund shall be exempt from Tax if such sale takes place after 1 st of October 2004 and such sale is subject to Secutities Transaction Tax. (e) Exemption of Long Term Capital Gain under Section 54EC In accordance with and subject to the condition and to the extent specified in Section 54 EC of the Act , the shareholders would be entitled to exemption from tax arising from the transfer of the long term capital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in any of the long term specified assets in manner prescribed in the said Section provided that the investment made on after 01.04.2007 in the long term specified asset during any financial year does not exceed fifty lakh rupees. Where the long term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long term specified asset is transferred or converted into money. (f) Exemption under Section 54F Long term capital gains arising from sale or transfer of shares (in cases not covered under Section 10(36) and Section 10(38) of the Act) would not be chargeable to tax in case of a shareholder who is individual or Hindu Undivided Family (HUF), to the extent that the net consideration are used for purchase of residential house property within a period of one year before and two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of transfer. For this purpose, net consideration means full value of the consideration received or accrued as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. Further, if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains not charged to tax earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred. Further, at the time of investment individual or HUF should not own more than one house. (g) Income of a minor exempt upto certain limit under Section 10(32) of the ITA Any income of minor children clubbed in the total income of the parent under Section 64(1A) of the ITA will be exempt from tax to the extent of Rs. 1,500 per minor child. Benefits available to Non Resident Indian Shareholders Following benefits are available under the ITA to Non Resident Indian shareholders. (a) Dividend Exempt under Section 10(34) Under Section 10(34) to be read with Section 115O of the Act, dividend (whether interim per final) declared, distributed by the Company on or after 1 st April 2004 is completely exempt from tax in the hands of the shareholders of the Company. (b) Income of a minor The provision mentioned in clause (c) under the “Resident shareholder” applies to a non resident shareholder also in the same manner.

55

(c)

Lower Tax Rate under Section 112 Long Term Capital gainAs per the provisions of Section 112 of the Act, long term capital gains that are not exempt under section 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). However, as per the proviso to Section 112 (1), if the tax on long term capital gains resulting on transfer of listed securities or units, calculated at he rate of 20 percent with indexation benefit, then such gains are chargeable to tax at a concessional rate of 10 percent ( plus applicable surcharge and education cess)

(d)

Lower Tax rate under Section 111A on Short Term Capital Gains As per the provisions of Section 111A, Short Term capital gains arising from the transfer of Equity Shares in any company through a recognized stock exchange or from the sale of units of equity oriented mutual fund shall be subject to tax 15% (plus applicable surcharge and education cess) provided such a transaction is entered into after 1 st day of October, 2004 and the transaction is subject to Securities Transaction Tax.

(e)

Options available under the Act Where shares have been subscribed to in convertible foreign exchange – Option of taxation under Chapter XII-A of the Act: Non Resident Indians as defined in Section 115C (e) of the Act, being shareholders of an Indian Company, have the option of being governed by the provisions of Chapters XII-A of the Act, which inter alia entitles them to the following benefits in respect of income from shares of an Indian Company acquired, purchased or subscribed to in convertible foreign exchange: i. According to the provision of Section 115D read with Section 115E of the Act and subject to the conditions specified therein, long term capital gains arising on transfer of an Indian company‟s shares, will be subject to tax at the rate of 10 percent (plus applicable surcharge and education cess), without indexation benefit. According to provisions of Section 115F of the Act and subject to the conditions specified therein, gains arising on transfer of a long term capital asset being shares in an Indian Company shall not be chargeable to tax if the entire net consideration received on or such transfer is invested within the prescribed period of six months in any specified asset or saving certificates referred to in Section 10(4B) of the Act. If part of such net consideration is invested within the prescribed period of six months in any specified asset or saving certificates referred to in Section 10(4B) of the Act then such gains would not be chargeable to tax on a proportionate basis. For this purpose, net consideration mean full value of the consideration means full value of consideration received or accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly or exclusively in connection with such transfer. Further, if the specified asset or savings certificate in which the investment has been made is transferred within a period of three years from the date of Investment , the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such specified asset or saving certificates are transferred. As per the provisions of Section 115G of the Act, Non- Resident Indians are not obliged to file a return of income under Section 139(1) of the Act, if their only source of income is income from investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the Act. Under Section 115H of the Act, where the Non-Resident becomes assessable as a resident in India, he may furnish a declaration in writing to Assessing Officer, along with his return of income for that year under Section 139 of the Act to the effect that the provisions of Chapter XII-A shall continue to apply to him in relation to such investment income derived from the specified assets for that year and subsequent assessment years until such assets are converted into money. As per the provisions of Section 115I of the Act, a Non Resident Indian may elect not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing his return

ii.

iii.

iv.

v.

56

of income for that assessment year under Section 139 of the Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other the other provisions of the Act. (f) Exemption of Long term capital gain under Section 10(38) As per the provisions of Section 10(38), long term capital gain arising from the sale of Equity Shares in any company through a recognized stock exchange or from the sale of units of an equity oriented mutual fund shall be exempt from Tax if such sale takes place after 1 st of October 2004 and such sale is subject to Secutities Transaction Tax.

(g)

Exemption of Long Term Capital Gain under Section 54EC In accordance with and subject to the condition and to he extent specified in Section 54 EC of the Act , the shareholders would be entitled to exemption from tax arising from the transfer of the long term capital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in any of the long term specified assets in manner prescribed in the said Section provided that the investment made on after 01.04.2007 in the long term specified asset during any financial year does not exceed fifty lakh rupees. Where the long term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long term specified asset is transferred or converted into money.

(h)

Exemption under Section 54F Long term capital gains arising from sale or transfer of shares (in cases not covered under Section 10(36) and Section 10(38) of the Act) would not be chargeable to tax in case of a shareholder who is individual or Hindu Undivided Family (HUF), to the extent that the net consideration are used for purchase of residential house property within a period of one year before and two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of transfer. For this purpose, net consideration means full value of the consideration received or accrued as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. Further, if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains not charged to tax earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred. Further, at the time of investment individual or HUF should not own more than one house.

(i)

Tax Treaty Benefits As per the provisions of Sections 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the Non- Resident.

Benefits available to Other Non Residents (a) Dividend Exempt under Section 10(34) Under Section 10(34) to be read with Section 115O of the Act, dividend (whether interim per final) declared, distributed by the Company on or after 1 st April 2004 is completely exempt from tax in the hands of the shareholders of the Company. (b) Lower Tax Rate under Section 112 Long Term Capital gain As per the provisions of Section 112 of the Act, long term capital gains that are not exempt under Section 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). However, as per the proviso to Section 112 (1), if the tax on long term capital gains

57

resulting on transfer of listed securities or units, calculated at the rate of 20 percent with indexation benefit, then such gains are chargeable to tax at a concessional rate of 10 percent ( plus applicable surcharge and education cess) (c) Lower Tax rate under Section 111A on Short Term Capital Gains As per the provisions of Section 111A, Short Term capital gains arising from the transfer of Equity Shares in any company through a recognized stock exchange or from the sale of units of equity oriented mutual fund shall be subject to tax 15% (plus applicable surcharge and education cess) provided such a transaction is entered into after 1 st day of October, 2004 and the transaction is subject to Securities Transaction Tax. (d) Exemption of Long term capital gain under Section 10(38) As per the provisions of Section 10(38), long term capital gain arising from the sale of Equity Shares in any company through a recognized stock exchange or from the sale of units of an equity oriented mutual fund shall be exempt from Tax if such sale takes place after 1 st of October 2004 and such sale is subject to Secutities Transaction Tax. (e) Exemption of Long Term Capital Gain under Section 54EC In accordance with and subject to the condition and to the extent specified in Section 54 EC of the Act , the shareholders would be entitled to exemption from tax arising from the transfer of the long term capital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in any of the long term specified assets in manner prescribed in the said Section provided that the investment made on after 01.04.2007 in the long term specified asset during any financial year does not exceed fifty lakh rupees. Where the long term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long term specified asset is transferred or converted into money. (f) Exemption under Section 54F Long term capital gains arising from sale or transfer of shares (in cases not covered under section10(36) and section 10(38) of the Act) would not be chargeable to tax in case of a shareholder who is individual or Hindu Undivided Family (HUF), to the extent that the net consideration are used for purchase of residential house property within a period of one year before and two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of transfer. For this purpose, net consideration means full value of the consideration received or accrued as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. Further, if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains not charged to tax earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred. Further, at the time of investment individual or HUF should not own more than one house. (g) Tax Treaty Benefits As per the provisions of Sections 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the Non-Resident. Benefit available to Foreign Institutional Investors (“FII”) (a) Dividend Exempt under section 10(34) Under section 10(34) to be read with Section 115O of the Act, dividend (whether interim per final) declared, distributed by the Company on or after 1 st April 2004 is completely exempt from tax in the hands of the shareholders of the Company. Benefit on taxability of capital gain

(b)

58

In case of a shareholders being a Foreign Institutional Investors (FII), in accordance with and subject to the conditions and to the extent specified in Section 115AD of the Act, tax on long term capital gain (not covered by section 10(36) and 10(38)) will be 10% and on short term capital gain will be 30% as increased by a surcharge and education cess at an appropriate rate on the tax so computed in either case. However short term capital gains on sale of Equity Shares of a Company through a recognized stock exchange or a unit of an equity oriented mutual fund effected on or after 1 st October 2004 and subject to Securities Transaction Tax shall be taxed @ 15% (plus applicable surcharge and education cess) as per the provisions of Section 111A. It is to be noted that the benefits of indexations and foreign currency fluctuation protection as provided by Section 48 of the Act are not available to FII. (c) Exemption of Long term capital gain under section 10(38) As per the provisions of section 10(38), long term capital gain arising from the sale of Equity Shares in any company through a recognized stock exchange or from the sale of units of an equity oriented mutual fund shall be exempt from Tax if such sale takes place after 1 st of October 2004 and such sale is subject to Secutities Transaction Tax. (d) Exemption of Long Term Capital Gain under section 54EC In accordance with and subject to the condition and to he extent specified in Section 54 EC of the Act , the shareholders would be entitled to exemption from tax arising from the transfer of the long term capital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in any of the long term specified assets in manner prescribed in the said Section provided that the investment made on after 01.04.2007 in the long term specified asset during any financial year does not exceed fifty lakh rupees. Where the long term specified asset is transferred or converted into money at any time within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the long term specified asset is transferred or converted into money. (e) Tax Treaty Benefits As per the provisions of Sections 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the Non-Resident. Benefits available to Mutual Funds As per the provisions of Section 10(23D) of the ITA, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of India would be exempt from income tax, subject to the Conditions as the Central Government may by notification in the Official Gazette specify in this behalf. Benefits available to Venture Capital Companies/Funds As per the provisions of Section 10(23FB) of the ITA, all venture capital companies/funds registered with the Securities and Exchange Board of India, subject to the conditions specified, are eligible for exemption from income tax on all their income, including dividend from and income from sale of shares of the Company. Applicability of Wealth Tax Act, 1957 Shares in a company held by a shareholder are not treated as an asset within the meaning of Section 2(ea) of Wealth tax Act, 1957; hence, wealth tax is not leviable on shares held in a company. Applicability of Gift Tax Act, 1958 Gift Tax Act was abolished with effect from October 01, 1998. Accordingly, no gift tax would be levied on gifts of shares of the Company. Notes: 1. All the above possible benefits are as per the current tax laws as amended by the Finance ,Act 2009.The effect of the proposed Finance Bill 2010 has not been included in the above statement as the same is pending assent from the Parliament. 2. All the stated possible benefits are as per the current tax law and will be available only to the sole /first named holder in case the shares are held by joint holders

59

3.

In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any benefits available under the double taxation avoidance agreements, if any, between India and the country in which the non-resident has fiscal domicile.

60

SECTION IV: ABOUT THE COMPANY INDUSTRY OVERVIEW The information in this section includes extracts from publicly available information, data and statistics and has been derived from various government publications and industry sources, including reports that have been prepared by CRISIL. Neither we nor any other person connected with the Issue have verified this information. The data may have been re-classified by us for the purposes of presentation. Our Company accepts responsibility for accurately reproducing such information, data and statistics. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based on such information. Disclaimer from CRISIL: CRISIL limited has used due care and caution in preparing this report. Information has been obtained by CRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. No part of this report may be published/reproduced in any form without CRISIL‟s prior written approval. CRISIL is not liable for investment decisions which may be based on the views expressed in this report. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL‟s Rating Division, which may, in its regular operations, obtain information of a confidential nature that is not available to CRISIL Research. Overview of the Indian Economy The fiscal 2009-10 began on a somber note, with global economies coming out clutches of the slowdown. There was a significant slowdown in the growth rate in the second half of 2008-09, following the financial crisis that began in the industrialized nations in 2007 and spread to the real economy across the world. Yet, over the span of the year, the economy posted a remarkable recovery, not only in terms of overall growth figures but, more importantly, in terms of certain fundamentals, which justify optimism for the Indian economy in the medium to long term. The Advance estimates of GDP for 2009-10 released by the Central Statistical Organization (CSO) pegs the growth of the Indian economy at 7.2 per cent in 2009-10, with the industrial and the service sectors growing at 8.2 and 8.7 per cent respectively. The economic activities which registered significant growth in the third quarter of 2009-10 over the corresponding period in 2008-09 are 'Mining and Quarrying' at 9.6 per cent, 'Manufacturing' at 14.3 per cent, 'Construction' at 8.7 per cent, 'Trade, hotels, transport and communication' at 10 per cent and 'financing, insurance, real estate and business services' at 7.8 per cent. (Source: Central Statistical Organization) The charts below set forth certain indicators of the Indian economy for the past six fiscals:

Annual Growth Rate of GNP (@FC)
Billions

Foreign Exchange Reserves (US Mn)
375
300

12

9 7.5

9.5

9.7

9.6

310 252

225
6.8

277

6

7.2
150

199 142 152

3

75 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10

0

2004-05

2005-06

2006-07

2007-08

2008-09

2009-10

61

CONSTRUCTION INDUSTRY Introduction It is estimated that investments in construction will almost double to Rs 12,189 billion during 2008-09-2012-13 from Rs 6,217 billion during 2003-04 - 2007-08 (2008-09 prices). The construction industry is expected to grow at a healthy CAGR of 35 per cent during 2008-09 and 2012-13. Infrastructure spending especially in roads, power, irrigation and urban infrastructure will drive this growth. (Source: CRISIL Research, Construction, September 2009) Infrastructure investments will account for around 66 per cent of total investments and drive growth of the construction industry. The government‟s increased focus on roads, ports, airports, urban infrastructure and irrigation will support growth. The Central government has introduced numerous policies and schemes like Bharat Nirman Yojana, National Highway Development Program (NHDP), Jawaharlal Nehru National Urban Renewal Mission (JNNURM) and stimulus packages etc to improve infrastructure in the country. (Source: CRISIL Research, Construction, September 2009) In the infrastructure segment, roads sector will be the primary growth driver. Roads, irrigation and urban infrastructure together will constitute 72 per cent of total construction expenditure on infrastructure segment over the next 5 years (2008-09 to 2012-13). (Source: CRISIL Research, Construction, September 2009) Construction expenditure on infrastructure segment will maintain the growth momentum due to increased government focus on infrastructure development in the country. Although expenditure on the industrial segment is expected to grow at a faster pace as compared to infrastructure segment, the latter will drive growth in construction industry owing to higher construction intensity and sheer quantum of investments. Infrastructure segment will account for 78.3 per cent of total construction expenditure. (Source: CRISIL Research, Construction, September 2009) Investments in construction account for nearly 11 per cent of India‟s GDP and nearly 50 per cent of its gross fixed capital formation (GFCF). These investments have a positive domino effect on supplier industries, thereby contributing immensely to economic development. These investments serve as a demand booster in the short term, and contribute towards enhancing infrastructure capacity in the long term. (Source: CRISIL Research, Construction, September 2009) The graph below displays the expected growth of the infrastructure and industrial segments of the construction industry through fiscal 2012-2013:

62

(Source: CRISIL Research, Construction, September 2009) Infrastructure Construction It is estimated that the Construction opportunity arising from the infrastructure segment will almost double to Rs 9,548 billion over the next 5 years (2008-09 to 2012-13) from Rs 5,006 billion incurred during 2003-04 to 200708 (2008-09 prices) (Source: CRISIL Research, Construction, September 2009) Roads sector will be the primary growth driver, contributing around 44 per cent of the total construction expenditure to be incurred in the infrastructure segment; irrigation and urban infrastructure will contribute around 28 per cent. Potential construction opportunity arising from roads sector, over the next 5 years, (2008-09 to 20012-13) is estimated to be Rs 4,164 billion at 2008-09 prices. The share of state roads (39 per cent) in total roads investment is likely to be higher than that of national highways (36 per cent) over the next 5 years. Rural roads would constitute the remaining 25 per cent. Investments in roads sector augur well for the construction industry as the roads sector accounts for 100 per cent construction intensity. In national highways, nearly 8-10 kilometres are expected to be completed everyday. Out of the total NHDP investments, phase III and phase IV would contribute 75 per cent. Private sector participation is also expected to accelerate over the next 5 years. (Source: CRISIL Research, Construction, September 2009) The fast growth of the economy in recent years has placed increasing stress on physical infrastructure such as electricity, railways, roads, ports, airports, irrigation, and urban and rural water supply and sanitation, all of which already suffer from a substantial deficit from the past in terms of capacities as well as efficiencies in the delivery of critical infrastructure services. (Source: CRISIL Research, Construction, September 2009) The pattern of inclusive growth of the economy projected for the Eleventh Plan, with GDP growth averaging 9% per year can be achieved only if this infrastructure deficit can be overcome and adequate investment takes place to support higher growth and an improved quality of life for both urban and rural communities. (Source: Eleventh Plan, Planning Commission) Infrastructure investments will account for around 66 per cent of total investments and drive growth of the construction industry. The government‟s increased focus on roads, ports, airports, urban infrastructure and irrigation will support growth. In the infrastructure segment, roads sector will be the primary growth driver. Roads, irrigation and urban infrastructure together will constitute 72 per cent of total construction expenditure on infrastructure segment over the next 5 years (2008-09 to 2012-13). Increased focus of the Central and state governments and urban local bodies (ULBs), on the development of infrastructure in urban areas will support these investments (Source: CRISIL Research, Construction, September 2009) Construction opportunity from infrastructure segment (2008-09 prices)

63

(Source: CRISIL Research, Construction, September 2009) The Union government on its part underscored the role of the private sector in catalysing infrastructure investments and laid down a road map for planned investments of a little more than $1 trillion (around Rs45.6 trillion) in the next Five Year Plan. This estimate is nearly twice the amount projected to be spent on infrastructure in the current Plan period. (Source: Prime Minister Manmohan Singh at the Building Infrastructure: Challenges and Opportunities conference) Industry characteristics 2. High level of fragmentation has resulted in low concentration

Low entry barriers due to less fixed capital requirements (In EPC contracts) make the industry highly fragmented. As compared to Engineering, Procurement and Construction (EPC) project, build-operate-transfer (BOT) projects have high fixed capital requirement. However, due to the government‟s increased focus on public private partnership projects, entry barriers for companies have become more complex in terms of meeting the prequalification criteria and other technical requirements.

3.

Working capital-intensive

Although the industry is not fixed capital-intensive, it is working capital-intensive in terms of gross working capital requirements. Most projects, especially infrastructure, have a gestation period of more than a year. Inaddition, any delay in payments from government agencies pushes up receivables. The initial gross working capital requirement also depends on the type of project. For instance, road projects have lesser working capital requirements as compared to building projects.

4.

Competitive bidding in government projects leads to competitive pricing

Government projects are awarded largely through the open tendering system to the lowest bidder (L1). Presence of a large number of domestic contractors and increasing presence of international contractors across most segments in India have made bidding relatively competitive for bagging contracts (projects awarded by the government and government-affiliated entities account for a large share of the total contracts).

5.

Low project risk but high payment receivable risk

Project risk for a contractor is low due to low financial commitments. Most construction projects are executed on a cash contract basis, which are funded and managed by the owner. The number of construction projects with

64

equity participation by contractors is less and limited to a few projects. However, with the Central and state governments laying more emphasis on private investments, there shall see more of such projects in future.

6.

Capacity not a constraint

The construction industry is not capital-intensive; hence, supply is not a constraint. It can be augmented by mobilizing the requisite skilled labour.

7.

High level of project execution skills

Every construction project is customized, based on design specifications. Unlike the housing segment, where technology requirements are lower, strong project execution and technical skills are critical in order to avoid cost and time overruns. The need for strong project execution skills has been intensified with National Highways Authority of India‟s (NHAI) National Highway Development Programme (NHDP) where time overruns are penalized under a penalty clause, while early project completions are rewarded under a bonus clause.

(Source: CRISIL Research, Construction, September 2009) Irrigation Infrastructure The Eleventh Five-Year Plan has a target of developing 16 mh through major, medium and minor irrigation works. Total investments in irrigation sector are expected to grow to Rs 2,474 billion in 2008-09 - 2012-13 from Rs 1,361 billion in 2003-04 - 2007-08 (at 2008-09 prices), representing a growth of 182 per cent. States, concentrating on improving water and irrigation infrastructure, like Andhra Pradesh (AP), Maharashtra, Gujarat, Madhya Pradesh (MP), Orissa, Rajasthan and Karnataka will contribute to this growth. Slowdown in investments in 2008-09, due to deteriorating state finances owing to economic slowdown, has affected the sector‟s growth. Project awarding has also slowed down due to state elections in AP, a key state in water investments. However, the situation has been improving with a recovery in economy. A stable government at the Centre and focused policies in many states like AP, MP and Gujarat are expected to further boost planned investments in irrigation. 800 728 400 290 293 306 370 0 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 (Source: CRISIL Research, Construction, September 2009) 212 200

281

285

65

459

612

600

In terms of volume, it is expected that 10.5 million hectares of irrigation potential will be created over the Eleventh Five- Year Plan (2006-07 to 2011-12), as against a target of 16 million hectares. The recent slowdown in economy has deteriorated state finances and consequently, decelerated pace of funding for irrigation projects considerably. However, it is expected that the situation will improve with improvement in the economy and expediting investments in irrigation would help achieve 10.5 million hectares compared to 7.8 million hectares achieved in the Tenth Five-Year Plan (2002-07). ROAD SECTOR With the Government‟s continued focus on road development, it is estimated that the potential investment in the road sector, over the next 5 years (2009-10 to 2013-14), will be to the tune of Rs 5,216 billion. Out of the total investments, state roads share would be 39 per cent followed by national highways share at around 36 per cent and rural roads would constitute remaining 25 per cent of the total investment. The state government‟s focus on improving state roads and several initiatives taken by them has led to an increase in state road investments since 2006-07; consequently, share of state highways in road investments has increased. (Source: CRISIL Research, Roads and Highways, August 2009) Historically, road projects have been largely financed through public funds and likewise the trend continues for the next 5 years. Out of Rs 5.2 trillion of funding required in the road sector over the next 5 years, around Rs 3.7 trillion is expected to come from public sector and the remaining Rs 1.5 trillion from private sector. However, this share of public funds is slowly reducing with private sector gaining more prominence through BOT projects. The private sector participation is expected to accelerate in the future. (Source: CRISIL Research, Roads and Highways, August 2009) Road planning and financing in India has always been the responsibility of both the Central and state governments, with the Centre being responsible for the construction, operation and maintenance of the National Highways (NHs) and the State for all the other type of roads such as State Highways (SHs), Major District Roads (MDRs), except certain special categories of roads. Investment in rural roads is sourced from the Pradhan Mantri Gram Sadak Yojana (PMGSY) under Bharat Nirman, which is a centrally sponsored scheme. The Central Government meets the entire funding of the construction cost of rural roads under PMGSY while the implementation responsibility lies with the respective state governments. (Source: CRISIL Research, Roads and Highways, August 2009) With the government‟s continued focus on road development, it is estimates that the potential investment in the road sector over the next 5 years (2009-10 to 2013-14) will be to the tune of Rs 5,216 billion. Share of state roads would be 39 per cent followed by a 36 per cent share of national highways; rural roads would constitute the remaining 25 per cent of the total investment in roads sector. (Source: CRISIL Research, Roads and Highways, August 2009) The following graph summarizes the trends in road sector investment -

66

1,300 304 975 218 650 106 325 73 195 0 124 2006-07 187 2007-08 183 2008-09 264 2009-10 E 287 251 152 326 272 388 471 477 181 395 373 445 264 471 352

2010-11 P

2011-12 P

2012-13 P

2013-14 P

National Highways

State Roads

Rural Roads

(Source: CRISIL Research, Roads and Highways, August 2009) India has the second largest road network in the world, aggregating 3.3 million kilometers. Roads form the most common mode of transportation and account for about 86 per cent of passenger traffic and 62 per cent of freight, making it the main artery for commuting across the country. In India, national highways, with a length of close to 67,000 km, constitute a mere 2 per cent of the road network but carry about 40 per cent of the total road traffic. On the other hand, state roads and major district roads. The secondary system of road, carry another 40 per cent of traffic and account for 18 per cent of road length.

In the decreasing order of the volume of traffic movement, road network in India can be divided in the following Categories : Road Network in India as in 2007-08 Road Network National highway Length (in Kms) 66,754 Percentage of Total Length Traffic 2.0 40.0 Length (Laned Km) 115,192 Coordinating Agency MoST, BRO State PWDs State PWDs Connectivity to Union capital, state capitals, major ports, foreign highways Major centres within the states, national highways Main roads, rural roads Production centres, markets, highways, railway stations etc Projects like irrigation, power, mines, etc Intra-city networking Village to nearby markets

State 128,000 3.9 175,032 highway 40.0 Major district 470,000 14.2 381,523 roads Rural and other 2,650,000 79.9 20.0 roads - Project roads - Urban roads - Village roads Total 3,314,754 100 100 (Source: CRISIL Research, Roads and Highways, August 2009) National Highways

MoRD State PWDs Municipal corporations Zilla parishads

67

It is expected that the Implementation of the National Highway Development Project will be put on the fast lane. The significance of road transport has enhanced manifold in the recent years, aided by the expansion and improvement in the highway network. Though National Highways constitute a mere 2 per cent of the country‟s total road network, this arterial network handles over 40-45 per cent of the total road-based traffic. NHDP launched in 1998-99, is being implemented over seven Phases. Over the next 5 years, i.e. from 2009-10 to 201314, construction of around 18,000 km is expected over various phases of NHDP at an estimated cost of around Rs 1,888 billion. Despite rising budgetary deficits, and a change of government at the Centre, the NHDP has been accorded top priority and its scope has been significantly expanded beyond the original scope of Golden Quadrilateral and North-South and East-West corridors. Description of NHDP Phases –
Phases I Golden Quadrilateral Port Connectivity Others II III IV V VI VII North South East West (NSEW) Corridor Phase Improve 2-lane standards with paved shoulders 6-laning of existing National Highways Expressways Ring Roads Description Connecting Delhi-Kolkata-Chennai Connectivity for 10 major ports Shirnagar to Kanya Kumari (North to South) and Silchar to Porbander (East to West) Connectiing State Capital and places of economic and tourist importance Phase involves 5,600 km strech under the GQ Implementing Agencies NHAI NHAI NHAI NHAI NHAI MORTH NHAI NHAI NHAI

(Source: CRISIL Research, Roads and Highways, August 2009) Phase I: Substantially completed Phase I mainly comprises the Golden Quadrilateral (GQ), port connectivity and other stretches. As on March 31, 2009, around 93 per cent of phase I was complete and the balance 7 per cent under implementation. As per CRISIL Research‟s estimate, the balance 7 per cent, which comprises 490 km, is expected to be completed by 2013-14. Until March 31, 2009, approximately Rs 359 billion has been incurred for Phase I and additional Rs 26 billion would be required to complete the balance stretches until 2013-14. Almost all the projects in this phase are under cash contracts. Phase II: Under implementation Phase II comprises North-South and East-West Corridors (NSEW). The total length of NSEW Corridor is 7,274 km. Around 3,680 km is expected to be completed between 2009-10 and 2013-14 at an estimated cost of Rs 322 billion. Similar to Phase I, majority of the projects in phase II are under cash contracts. Most of the stretches in this phase are under implementation with only 843 km of stretches to be awarded. Substantial completion of this phase is expected by 2014-15. Phase III: Expected to see flurry of activity Phase III involves four laning of two laned roads, which mainly connects state capitals and important places to Golden Quadrilateral (GQ) and Corridors. A length of around 8,092 km, out of the total 12,109 km, is likely to get complete between 2009-10 and 2013-14 at an estimated cost of around Rs 913 billion. The substantial completion of this phase is expected to be around 2016-17. In phase III, the government aims to implement most of the projects through private participation under BOT-Toll. Phase IV: To be implemented by MORTH & not NHAI

68

Phase IV involves improvement of National Highways to two lanes with paved shoulders. The total length of this phase is 20,000km out of which we expect around 1,095 km to be completed between 2009-10 and 2013-14 at a cost of around Rs 39 billion. Phase V: Future action phase Like phase III, phase V is also witnessing some action. This phase involves six-laning of the existing four-lane NHs. The total length of this phase is 6,500 km out of which we expect around 4,058 km to be constructed during 2009-10 and 2013-14 at an estimated cost of around 504 billion. This phase is expected to be substantially completed by 2016-17. In this phase, the government aims to implement all projects under BOTToll basis. The fact that NHAI is converting these 4-laned highways to six lanes suggests that these stretches are attractive stretches with adequate traffic. Moreover, the concessionaire is allowed to collect toll on existing fourlaned highway from the date of financial closure of the project, which ultimately results into cash inflows even before construction begins. Thus, given the lucrative model and attractiveness of the stretches, we expect significant proportion of these stretches being awarded on a BOT-Toll basis Phase VI and Phase VII: Not much action on ground Phase VI includes development of around 1,000 km of expressways; phase VII includes ring roads, flyovers, and bypasses on selected stretches of NH. Until date, only one stretch has been identified under phase VII, no stretch has been identified in case of phase VI. Going forward, we do not expect much action to happen in these two phases. It is expected around 226 km to be constructed under these phases between 2009-10 and 2013-14 at a cost of around Rs 60 billion. Since these phases contain expressways and ring roads, they will be built on stretches with excessive traffic; hence, they are likely to be awarded on BOT-Toll model. (Source: CRISIL Research, Roads and Highways, August 2009) State Roads State roads constitute around 18 per cent of the country‟s total road network, handling around 40 per cent of the total road traffic. State roads comprise state highways (SHs), major district roads (MDRs) and rural roads, which do not come under the purview of PMGSY. State roads represent the secondary system of road transportation in the country. They significantly contribute to the economy of midsized towns and rural economy and to the country‟s industrial development by enabling movement of industrial raw materials and products from and to the hinterland. Significant expenditure has been witnessed in state roads due to the state government‟s keen interest for improving state roads. The revised estimate of state government‟s capital expenditure for 2007-08 was Rs 251 billion as against budget estimates of Rs 233 billion. The budgeted estimates for 2008-09 were Rs 272 billion. For 2010-11, the growth in state‟s outlay for capital expenditure on roads and highways is expected to at 8 per cent per annum, which is further expected to come down to 6 per cent for next 3 years. Further, going forward, private participation in state roads is expected to increase to be around 30 per cent in 2010-11 and 40 per cent in 2012-13 and 2013-14. State Roads – Projected Investments
(Rs. in Billion)

500 375 373 250 125 0 2010-11 2011-12 2012-13 2013-14 445 395 471

69

(Source: CRISIL Research, Roads and Highways, August 2009) Rural Roads Rural roads play a vital role in the socio-economic upliftment of rural community. Of the total 3.3 million km road network, rural roads account for around 2.7 million km (80 per cent). (Source: CRISIL Research, Roads and Highways, August 2009) Rural Road Connectivity is a key component of rural development as it promotes access to economic and social services, thereby generating increased agricultural incomes and productive employment opportunities in India. Consequently, it is also, a key ingredient in ensuring sustainable poverty reduction. In spite of efforts made over the years at the Central and state levels, through different programmes, about 40 per cent of the country‟s habitations are still not connected by all-weather roads. In places with connectivity, quality of roads (due to poor construction or lack of maintenance) rules them out from being categorised as all-weather roads. (Source: CRISIL Research, Roads and Highways, August 2009) With a view to redress the situation, the government has launched the PMGSY to provide all-weather access to unconnected habitations. The PMGSY is a 100 per cent centrally sponsored scheme; however, the implementation responsibility lies with the respective state governments. Amount of cess on High Speed Diesel (HSD) earmarked for this programme is 50 per cent. (Source: CRISIL Research, Roads and Highways, August 2009) Over the last 4 years, there has been a significant growth in the construction of rural roads, both in volume and value terms. In value terms, there has been 55 per cent compounded annual growth while in volume terms the growth has been 32 per cent compounded annually. (Source: CRISIL Research, Roads and Highways, August 2009) Around Rs 40 billion have been allocated for rural roads in the Interim Budget 2009-10 and would be routed through a separate window created under the Rural Infrastructure Development Fund (RIDF). This will provide necessary funds for the upgradation and development of rural roads planned under Bharat Nirman. The corpus of RIDF was increased from Rs.5.5 billion in 2003-04 to Rs.140 billion for the year 2008-09 ensuring greater availability of funds for its activities. (Source: CRISIL Research, Roads and Highways, August 2009)
Rural Roads – Yearwise break up of length Constructed (Km) Rural Roads – Yearwise break up of investments (Rs. in Billion)

60,000

160 152
52,000

45,000
42,000

120 106 80 73 40 41 0

15,000

0 2005-06 2006-07 2007-08 2008-09

23,000

31,000

30,000

2005-06

2006-07

2007-08

2008-09

(Source: CRISIL Research, Roads and Highways, August 2009) Going by the past track record of investment in rural roads, growth is expected to continue. However, given the economic scenario, rise in fiscal deficit and high base effect, the growth rate is likely to decline. The growth rate is expected to be around 15 per cent over the next three years and 10% for the subsequent two years. (Source: CRISIL Research, Roads and Highways, August 2009)

70

Rural Roads – Expected Investment (Rs. Billion)
400

Rural Roads – Expected length to be constructed (Km)
120

352 300 304 264 200 218

Thousands

90 91 83 60 72

101

100

30

0 2010-11 2011-12 2012-13 2013-14

0 2010-11 2011-12 2012-13 2013-14

(Source: Roads & Highways, CRISIL Research, August 2009) .

71

OUR BUSINESS Business Overview We are an integrated construction and infrastructure development company providing engineering, procurement and construction services for infrastructure projects in India. Our primary project expertise is in the construction of Roads & Highways, and technical Building, Hospitals and Colleges, Integrated Townships, Land Development. We are headquartered in Kolkata, West Bengal, and have 5 offices/branches at Delhi, Lucknow, Patna, Bangalore and Sharjah (UAE). Our company is the flagship company of the Jain Group, which has business interests in infrastructure, energy (renewable and non-renewable), steel and real estate. Our Company was incorporated on March 31, 2000 as a partnership firm namely Bengal Construction Co. which was subsequently converted into a public limited company on 07 November 2006 under the Companies Act, 1956 in the name and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of the company was changed to Jain Infraprojects Limited on 21 Decemeber 2006 and a fresh certificate of Incorporation was obtained from the Registrar of Companies, West Bengal. The promoters of the company were the erstwhile partners in the partnership firm. For more details, please refer to the chapter titled “History and Corporate Structure” beginning on page 101 of this DRHP. Our expertise lies in planning, developing and executing projects in the areas of (i) Roads & Highways (ii) Civil & Structural Engineering (iii) Housing Colonies and (iv) Water Distribution System. While we primarily execute our projects independently or through sub-contracting, to be able to execute larger projects; we intend to enter into Joint Ventures / Strategic Alliances to meet the technical and pre-qualification requirements. Our fleet of construction equipment comprises of Heavy Earth Moving Machines such as hydraulic excavators, loaders, dozers; Concreting plants such as batch-mixing plants, concrete mixers, transit mixers, concrete pavers; Road equipment such as vibratory tandem rollers, electrical paver finishers, mechanical paver finishers, hot mix plants, static rollers bitumen sprayer in addition to supplementary equipment such as cars, jeeps, tippers, tractors. We have also invested in plants such as welding generators, gas cutting sets, work shop equipments, generators. On a standalone basis, for the Fiscal 2009, and for the nine months ended on December 31, 2009, our gross contract receipts were Rs. 50,446 lacs and Rs. 65,101 lacs respectively. For the respective periods, we earned a profit after tax of Rs. 3,319 lacs and Rs. 4,125 lacs. The value of the order book as on May 27, 2010 was Rs. 4,380.73 Crore. Business Operations Our company has, over the years, built strong competencies in design development and construction in the road sector. In the last ten years, we have built or assisted in building, 450.09 kilometers of road in several states. In addition to this, we have completed or are in the process of designing and constructing 53 buildings. Our competencies extend to the following sectors:    Projects in the transportation sector that includes inter alia design and construction of roads, expressways and allied facilities like service roads, flyovers amongst others. Building construction which includes commercial, residential, public, institutional, housing and related infrastructure facilities; and Water management projects that include Water Networks, Sanitary Drainage Networks, Rainwater Drainage Networks.

We primarily enter into three types of contracts in the construction business: engineering, procurement and construction (“EPC”) contracts; lump-sum-turnkey (“LSTK”) contracts; and item rate contracts.

72

We execute infrastructure projects independently and under sub-contract. However, to meet technical and pre qualification requirements for large Projects, we also enter into Joint Ventures/ strategic alliances with entities operating in the same segment of business across geographies. We are currently executing several projects in Bihar, Jharkhand, West Bengal, Uttar Pradesh, Tamil Nadu, Kerala and Maharashtra As a strategy we have chosen the route of obtaining orders largely on a negotiated basis, rather than on a competitive bidding process. In addition to participating in competitive tenders we, along with our Promoter and senior management, often help the concessioning authorities in the early stages of their processes by customizing our scope of work and the concession terms to suit the specific project requirements as the case may be. This often results in our winning the competitive bid. In instances where we have already developed a road for the relevant authority, we are also occasionally awarded concessions by the authorities for the development of additional roads without going through a competitive bidding process. Our management team is qualified and experienced in construction and infrastructure development, and has substantially contributed to the growth of our operations. We also benefit from the relationship our management team has developed with State and Central government entities and various financial institutions. We believe that the experience and leadership of our senior management team has contributed significantly to the growth and success of our operations both in terms of securing new business and in ensuring that our projects are developed and managed to high standards. This has aided us in maintaining higher margins. So far, for the volume of turnover we have achieved, this strategy has been highly successful. However to increase our growth rates we would need to go for larger tenders through the bidding route. We are aware that this can have an unfavourable impact on our margins, however, the larger turnover would enable economies of scale and ensure protection of profitability while maintaining and building a competitive advantage thereby offsetting the loss in operating margins due to change in strategy. Our valued client list includes various Government Undertakings, State Public Works Department as well as State and Central Public Sector Undertakings like National Highway Authority of India (NHAI), Road Construction Department - Govt. of Bihar, Westing House Saxby Farmers Ltd. (which is a Govt. of West Bengal Undertaking), Jharkhand Irrigation Department - Govt. of Jharkhand, Uttar Pradesh Rashtriya Nirman Nigam Limited, Central Public Works Department (CPWD) Bihar, AECOM International Limited, Mackintosh Burn Limited, Housing and Infrastrcuture Board, Government of Libya . In addition to the construction mandates that we execute for external clients for the projects in hand, we also undertake such activity for group companies. Our Competitive Strengths Our Business Model So far, to reach the existing critical mass we have positioned ourselves largely on negotiated contracts. The success of this Strategy is evidenced by our financial growth. To progress to the next level we seek out larger contracts, which will be awarded through the competitive bidding route. Concurrently, while the margins would be under pressure due to the intensity of competition in this segment, our Strategy would be to sustain profitable growth by ensuring the winning and execution of such bid contracts in the right quantum on an annualized basis. The business model that we have adopted allows us to scale up operations with ease. Our business model offers us the flexibility to adapt to varying nature of projects besides providing the scope of scalability of operations. Under this model, we follow a two tier structure, which consists of (i) centralized planning and co-ordination, and (ii) de-centralized project management, execution and quality assurance. We believe that our execution model provides us with the support structure necessary to manage and execute both small and large complex projects within the timelines and tight budgets while ensuring that our design and quality surpasses the standards required by our client to ensure customer delight.

73

Diversity of our operations We have ongoing projects in eight geographies (Bihar, Jharkhand, West Bengal, Uttar Pradesh Maharashtra, Tamil Nadu, Kerala and one location outside the country in Libya) spanning across 4 sectors (Roads and Highways, Water Networks, Civil Construction, Other Infrastructure). This diversity helps us de-risk our business from overdependence on a single sector or geography. Sectoral Scope Our order book primarily spans across sectors that include Road and Highways, Water Networks, Civil Construction, Other Infrastructure evincing the broad sectoral base penetrated so far. We are a pan-India player with, significant presence in the states of Bihar, Jharkhand, West Bengal, Uttar Pradesh, Maharashtra, Kerala and Tamil Nadu. In addition, we have moved into the international arena with a major infrastructure contract for the development of the Tarhuna Township in Libya. Operating across this spread, helps honing the skills and competencies of the project execution team, while mitigating risk of our business from overdependence in a single sector or geography. Technical Scope We believe that our experience and expertise in planning, designing and construction of projects in the transportation and civil construction is the competitive advantage that differentiates us from many of our competitors. Constructing such infrastructure projects has been a significant focus area for our business. We are one of few companies who have obtained the AECOM certification, which is the prerequisite for qualifying for projects awarded by the Housing and Infrastructure Board contracts in Libya. This is an arduous process of approval and is extremely stringent in its standards and awards. Our successful implementation of projects in the roads and highways and civil construction sectors has provided us with the credentials and wherewithal to implement larger projects. Competence Scope We have made large and sustained investments in equipment. We have modern construction equipment which allows us to meet the broad spectrum of requirements of various construction projects. Such an equipment base also gives us the capability to design and execute projects of a large and varied scale, thus reinforcing our ability to execute diverse projects both nationally and internationally. As we have owned equipment, we are able to appropriately benchmark productivity and production of the hired equipment that we use for augmenting the requirement at individual sites. Concurrently regular benchmarking with best practices ensures that we remain competitive and allows us to achieve higher operating margins. Skilled Manpower and emphasis on Training and Development We have invested in technically qualified and skilled man-power to ensure timely execution of our projects while meeting the highest quality standards. Regular training and development programmes are organized to update the knowledge and skill sets. We have an experienced workforce looking after technical, commercial and financial aspects of the company. We also have a set of skilled operators and workers on our rolls. We also employ temporary contract labour at our work sites. Deployment is undertaken on a strategic basis to ensure optimum support for execution and planning of the contract. The management team of the infrastructure business is qualified and experienced. We retain a de-layered structure to ensure quick client response time and prompt employee feedback. Our strong Order Book

74

Our order book as at May 27, 2010 stood at Rs. 4,380.73 Crore. What differentiates our order book is the diversity and the work contracts across sectors. Numbers wise, we have as many as 11 contracts in roads and highways, but value wise the spread is across the board. This helps us de-risk the business model from the cyclicities of a particular sector. In addition our track record of executing most of our projects within the specified timeline has helped us ensure minimum cost overruns on time related parameters. Our strategy to bid for larger value orders will bring economies of scale that will have a strong positive impact on our efficiencies and in turn improve our competitiveness. Our Business Strategy Our vision is to be a dominant player in infrastructure development, both nationally and internationally. Our strategy is to operate across the complete bandwidth of the infrastructure space surpassing the attendant lifecycles with strong positions in domestic and chosen international markets. To actualize the strategy, we will focus on the following short and long term objectives: Maintain performance and competitiveness of existing business Infrastructure will remain one of the drivers for growth in the Indian economy especially with the existing Government emphasis on development. To ensure sustained GDP growth across the various strata of society, the government has launched various schemes with attractive returns on projects executed on BOT /Annuity /PPP basis. The government has indeed opened a full basket to attract investments in this sector on a fast track basis. We have continually focused on increasing our bid capacity and prequalification ability to enable us to bid for larger projects. A key element of our growth strategy, besides committing to grow through expansion, is to proactively seek to improve the performance and competitiveness of our existing activities that is to enable us to build competitive advantage. Develop and maintain strong relationships with our clients and strategic partners Our business is dependent on winning construction projects undertaken by large government agencies and companies, and infrastructure projects undertaken by governmental authorities and others and funded by governments. Our business is also dependent on developing and maintaining strategic alliances with other contractors with whom we may want to enter into project-specific joint ventures or subcontracting relationships for specific purposes such as pre-qualification etc. We will continue to develop and maintain these relationships and alliances. We intend to establish strategic alliances and share risks with companies whose resources, skills and strategies are complementary to our business and are likely to enhance our opportunities. Expand our footprint We currently operate in seven geographies and intend to expand our footprint to bid for projects in others states where the opportunity manifests. This will help us to further de-risk our business model and reduce our dependence on a few states. In addition to this we plan to enter into specialized irrigation projects. Leverage our group’s strength for winning infrastructure and construction contracts

75

Our group has presence in several sectors that require the expertise of construction that we possess. We will leverage our group‟s strength to obtain construction contracts of the projects that they will be working on. This would be done on a case to case basis where it is commercially viable for us to execute the construction project. Focus on BOT Contracts To propel our growth, we would now strategically venture into BOT contracts, be it in the road, rail, bridges, hydropower, power transmission, telecom towers etc. To accelerate the infrastructure development across the country, the Government of India has launched various schemes on the PPP model which requires astute understanding of the economics, the funding, the monitoring and control of such projects. We would also look at enduring partnerships that would help us qualify and consolidate our entry into this segment profitably. Focus on International Operations Apart from our focus on the Indian market we also scan the international market for profitable opportunities to employ our competence. Such opportunities exist particularly in South Asia / South East Asia (new ASEAN countries – Laos, Vietnam, Cambodia, and Myanmar, Indonesia and Central Asia. and Africa given the thrust of the respective local governments on strong infrastructure development. We have initially selected Libya for our international foray and uniquely positioned ourselves with joint ventures with the local government to mitigate specific uncertainties and be left open only to sovereign risk. Within these countries, we are selecting projects that are in tandem with our competency set and allow us to make an indelible mark. In Libya, we have already won our maiden contract for Rs. 727.25 Crore. Areas of operation: Our construction business is operated by the Company and consists of infrastructure and civil construction services. The thrust on infrastructure and fiscal expansion has led to a huge spurt in construction and infrastructure activity in India. We believe that construction and infrastructure projects will continue to be a significant business driver for us. We have developed skill sets in providing engineering and construction services for a diverse range of industry sectors, such as Transportation and a wide array of civil construction. Some of the major works that we have completed as on date are: Sector Transport (Roads & Highways) Civil Construction Total Number of Completed Projects 22 2 24 Value of Completed Projects (Rs. Lacs) 24,058.67 15,992.00 40,050.67

We are currently working on the design, construction and development of “Kolkata Sports City”, an integrated Sports Complex with Commercial and Residential space. This is till date our largest and most prestigious order. Completed Projects – Transport (Roads & Highways)(Rs. in Lacs) Value of Completed Work 767.00 113.82 Date of completion 31-Mar-02 28-Aug-03

Project I.R.Q.P for the stretches from 168 to 174KM, 210 to 220 KM of NH31C in the district of Jalpaiguri PR works of Stretches from 595.25KM to 610 KM of NH-31

Client Tantia Construction Co Ltd Mackintosh Burn Ltd. Kolkata-1

Length in KM 16.00 14.75

76

Project PR works of stretches from 580KM to 592.41 KM and 610KM to 634 KM of NH-31 Improvement of Riding quantity from 670KM to 683KM of NH-31 Widening & Strenghtening of KashmoliBelda Road from 38KM to 56KM in the Disst of Pashim Medinpur Permanent restoration work to the damaged up stream of the bridge over river JALDHAKA at 115KM of NH-31 PR work of stretches from 105 KM to 132 KM of NH-31 Widening and Strengthening and PR work at Khasmoli Belda Road, NH 31 / NH 31 C Widening & Strengthnening of NamkhanaAmarabati Road 0KM to 24.24KM in the Distt. Of South 24 Paragana Widening & Strenghtening of TajpurKashmoli Road from 20KM to 38KM in the Disst of Pashim Medinpur Improvement & Strengthnening of differrent roads near Kolkata Port Trust area along with improvement of drainage Strengthening work for Balance Portion of Decentralised of NH-2 in different stretches from 611 kmp to 664 kmp under Hoogly highway Division Number 11 in the district of Hooghly Aditional work on Balrampur Bagmundi Road from 0km to 25.90KM under Purlia Pumped Storage Project in Purlia Dist. Improvement and strengthening of BudgeBudge Trunk Road in the Dist of South 24 Parganas Widening and strengthening of PALITARAMJIBANPUR from 0 KMP to 10.50 KM under Burdwan Highway Div-III. In the dist. Of Burdwan Widening and strengthening of PALITARAMJIBANPUR from 0 KMP to 8.25 KMP under Birbhum Highway Div Public Work (Road)Directorate under State Highway Circle No.III Widening and strengthening of STKK Road from 83.00 KM to 102.26 KM under dist. Of Burdwan(Job No:CRF:WB-200518) Strengthening work for Balance Portion of Decentralised of NH-2 Bye-Pass from 611 kmp to 615 kmp,615.5kmp to 618 kmp,619 kmp to 620 kmp,622 kmp to 625 kmp,627 kmp to 628 kmp,629 kmp to 631 kmp,644 kmp to 645 kmp,646 kmp to 651 kmp,654 kmp to 662 kmp and Link Road of length 1.620 kmp connects to S.T.T.K.Road and Western Approach of

Client Mackintosh Burn Ltd. Kolkata-1 Mackintosh Burn Ltd. Kolkata-1 Mackintosh Burn Ltd. Kolkata-1 Mackintosh Burn Ltd. Kolkata-1 Mackintosh Burn Ltd. Kolkata-1 Mackintosh Burn Ltd. Kolkata-1 Mackintosh Burn Ltd. Kolkata-1 WestingHouse Saxby Farmer Ltd. Mackintosh Burn Ltd. Kolkata-1

Value of Completed Work 271.92 350.93 1,002.00

Date of completion 28-Aug-03 28-Aug-03 26-Aug-03

Length in KM 36.00 13.00 18.00

274.29 229.64 2,243.00 854.95

28-Aug-03 28-Aug-03 22-Jun-04 26-Dec-06

27.00 24.24

1,327.81

27-Nov-05

18.00

1,060.89

26-Dec-06

-

WestingHouse Saxby Farmer Ltd.

978.05

24-Nov-05

53.00

Mackintosh Burn Ltd. Kolkata-1 Mackintosh Burn Ltd. Kolkata-1 WestingHouse Saxby Farmer Ltd.

416.38

26-Dec-06

25.90

1,654.04

26-Dec-06

-

730.07

31-May-07

10.5

WestingHouse Saxby Farmer Ltd.

549.47

8-Mar-10

8.25

WestingHouse Saxby Farmer Ltd.

1,106.41

30-Apr-08

19.26

Mackintosh Burn Ltd. Kolkata-1

1,569.00

31-Mar-09

30.79

77

Project Iswar Gupta Setu of length 1.670 km

Client

Value of Completed Work

Date of completion

Length in KM

Widening and Strengthening of BurdwanBolpur Road from 0 Kmp to 27.13 Kmp Widening and Strengthening of Saptagram-Tribeni Kalna-Katwa from 0 Kmp to 34 Kmp Total

Mackintosh Burn Ltd. Kolkata-1 Mackintosh Burn Ltd. Kolkata-1

3,500.00 1,913.00 20,912.67

28-Feb-09 31-Mar-09

27.13 34.00 375.82

(Rs. in Lacs) Value of Completed Work Date of completion

Project Development of State Highways in the State of Bihar under (RSVY) Package No. 12B; District(s) East & West Champaran. i) Motihari Turkaulia Govindganj Road (Sh-54)-6.6 KM, ii) Bettia-Areraj Road(SH-54) 35.5 KM Improvement of Roads in Motihari & Dhaka Division Total

Client

Length in KM

Central Public Works Dept

4,560

5-Jun-10

42.10

RCD, Bihar

8,430 12,990.00

22-Feb-10

42.10

Completed Projects – Civil Construction Project Construction of 10 Nos. "C" Type Quarters (G+2), 5 Nos."MD" Type Quarters (G+2), 2 Nos. "A" Type Quarters (G+2), 3 Nos. "ME" Type Quarters (G+2), 7 Nos. "B" Type Quarters (G+2), 3 Nos."MB" Type Quarters (G+1) including the work of Internal Water Supply & Sanitation at MTPS Total Types of contracts Generally, contracts fall within the following categories: Lump Sum contracts - Lump Sum contracts provide for a single price for the total amount of work, subject to variations pursuant to changes in the client's project requirements. In Lump Sum contracts, the client supplies all the information relating to the project, such as designs and drawings. Based on such information, we are required to estimate the quantities of various items, such as raw materials, and the amount of work that would be needed to complete the project, and then prepare our own bill of quantities ("BOQ") to arrive at the price to be quoted. We are responsible for the execution of the project based on the information provided and technical stipulations laid down by the client at our quoted price. Design and Build contracts - Design and Build contracts provide for a single price for the total amount of work, subject to variations pursuant to changes in the client's project requirements. In Design and Build contracts, the client supplies conceptual information pertaining to the project and spells out the project Client Value (In Lacs) Date of Completion

National Buildings Construction Corporation Limited

1,230

30-Apr-10

1,230

78

requirements and specifications. We are required to (i) appoint consultants to design the proposed structure, (ii) estimate the quantities of various items that would be needed to complete the project based on the designs and drawings prepared by our consultants and (iii) prepare our own BOQ to arrive at the price to be quoted. We are responsible for the execution of all aspects of the project based on the above at our quoted price. Item rate contracts are contracts where we need to quote the price of each item presented in a BOQ furnished by the client. In item rate contracts the client supplies all the information such as design, drawings and BOQ. We are responsible for the execution of the project based on the information provided and technical stipulations laid down by the client at our quoted rates for each respective item. Percentage rate contracts require us to quote a percentage above, below or at par with the estimated cost furnished by the client. In percentage rate contracts, the client supplies all the information such as design, drawings and BOQ with the estimated rates for each item of the BOQ. We are responsible for the execution of the project based on the information provided and technical stipulations laid down by the client at our quoted rates, which are arrived at by adding or subtracting the percentage quoted by us above or below the estimated cost furnished by the client. Depending on the nature of the project and the project requirements, contracts may also contain a combination of aspects of any of the contract types discussed above. OUR WORK BOOK List of Continuing Major Work orders in hand and orders under pipe-line as at 27th May' 2010 1. Work Contracts in hand:(Rs. Crore)
Date of work order Expected Completio n Unbilled Value of Contract as on 27/05/2010

Sl. No.

Contract Awarded By

Description of Work

Work Location

Contract Value

Work Contracts under Execution: A. Domestic Improvement / Upgradation of existing road of State Highways into 2 Lane roads in Samastipur district from IRCON International 1 32.482 length for the following Ltd., Bihar road: Basudeopur (Ch. 31.00 Km) to Samastipur (Ch.63.482) of SH– 49(Pkg No.IA(ii)) Road Construction Improvement of Roads in 2 Department , Bihar Motihari & Dhaka Division Development of State Highways in the State Of Bihar under (RSVY) Package No. Central Public 12B ; District(s) East & West 3 Works Department, Champaran. I)Motihari Bihar Turkaulia Govindganj Road (SH –54)-6.6 KM ii) Bettia – Areraj Road (SH –54)- 35.5 KM Improvement / Upgradation of existing road of State Highways into 2 lane roads in IRCON International Darbhanga District fro 28.874 4 Ltd., Bihar km length for Shivnagar Ghat (Ch 35.400) to Kusheshwar Asthan (Ch.64.274km) of SH – 56 Public Works Dept./ Widening & Strengthening of 5 Mackintosh Burn Tamluk Contai Road(SH-4)

Samastipur , Bihar

17-Feb-07

2010-2011

45.97

15.53

Motihari, Bihar

23-Mar-07

2010-2011

90.41

6.11

Bettiah, Bihar

15-May-07

2010-2011

50.56

4.96

Dharbhang a, Bihar

28-May-07

2010-2011

53.72

36.01

Medinipur, W.B.

25-Feb-08

2010-2011

26.75

7.96

79

Sl. No.

Contract Awarded By Ltd., West Bengal

Description of Work 30th Kmp.(Bajaberia) to 62ndKmp.( Contai) under the financial assistance from Central Road Fund Construction of Medical College for Ambedkarnagar Widening and Strengthening of Road in Panskura Durgachowk Road on SH-4 from 29.90 Km to 62.10 Km in ther Dist of Purba Midnapur Widening and strengthening of Road in Saptagram-TribeniKalna-Katwa Road (SH-6) from 33.88 Km to 83 Km in the dist of Burdwan. Development of State Highways in the State of Bihar under Rashtriya Sam Vikas Yojna (RSVY); SH:-c/o Bridges, Package No. 08Cb (DistrictEast/ West Champaran) Improvement of riding quality of Panagarh to Dubrajpur (Panagarh- Manegram Road) under ADB – 48 kms Strenghthening of Kuli Moregram Road 25 kmp to 37 kmp Earth Work & Road Construction at Sultanpur Construction & Development of Commercial Complex in Kathayee Cotton Mills, Aluva, Ernakulam, Cochin Construction & Execution of the Housing and attendant Infrastruture Project at Opaline, Omr, Chennai, Tamilnadu Construction & Execution of the Sahyadri Polytechnic (Engg. & Technology Project at Bohr, Pune , Maharshtra Construction & Execution of the Housing and attendant Infrastruture Project at Hiranandini Estate, Kolshat,Thane, Maharashtra Tarhuna Utilities Joint Venture Project with National Housing & Utilities Company S.A. Construction of Water Networks, Sanitary Drainage Networks, Rainwater Drainage Networks, Road Networks and Telecom & Telecommunication Networks

Work Location

Date of work order

Expected Completio n

Contract Value

Unbilled Value of Contract as on 27/05/2010

6

Uttar Pradesh Rajkiya Nirman Nigam Limited, Uttar Pradesh Westinghouse Saxby Farmer Ltd./ PWD, West Bengal Westinghouse Saxby Farmer Ltd./PWD, West Bengal

Ambedkarn agar, U.P.

10-Jul-08

2011-2012

366.00

247.16

7

Tamluk, W.B.

25-Mar-09

2011-2012

44.80

40.02

8

STKK, W.B.

25-Mar-09

2011-2012

51.48

36.13

9

Central Public Works Department, Bihar

Bettiah, Bihar

4-Jul-09

2010-2011

6.70

5.89

10

Westinghouse Saxby Farmer Ltd., West Bengal Westinghouse Saxby Farmer Ltd., West Bengal UNISUN Housing Company Ltd., U.P. Kathayee Cotton Mills Ltd.

Panagarh, W.B. Kuli, W.B. Sultanpur, U.P. Ernakulam

30-Jul-09

2011-2012

42.92

40.70

11 12 13

30-Jul-09 4-Oct-09 25-Mar-10

2011-2012 2011-2012 2012-2013

6.23 60.00 215.00

4.90 60.00 215.00

14

Olympia Infratech Private Limited

Chennai

4-Apr-10

2013-2014

125.00

125.00

15

B H Advisors

Pune

22-Apr-10

2012-2013

438.00

438.00

16

Ridhi Sidhi Housing Co-operative Society Ltd.

Thane

15-Jun-10

2012-2013

162.00 1,785.54

162.00 1,445.37

SUB-TOTAL (A) B. Overseas Rs.Crore

1

Urban Development Holding Co. Tripoli, Libya

Libya

2012-2013

727.25

727.25

80

Sl. No.

Contract Awarded By

Description of Work (The value of the contract is 198,865,133.25 Libyan Dinars.)

Work Location

Date of work order

Expected Completio n

Contract Value

Unbilled Value of Contract as on 27/05/2010

SUB-TOTAL (B)

727.25

727.25

* 1 Libyan Dinar = Rs. 36.57 as on 22 February 2010 which is the date of award of the contract. C. Work Contracts for which LOI recd./ Agreement to be executed :(Rs.Crore) Sl. No. Received From Letter of Intent receieved from West Bengal State Council of Sports, Kolkata** Ramky Infrastructure Ltd. Description of Work Construction of Kolkata Sports Township City (Integrated Sports Complex alongwith Commercial and Residential Complex) Design, Construction, Installation, Testing, Commissioning,Trial Run of Sewage Treatment Facility under Raniganj Municipal Area Work Location Date of work order Expec ted Comp letion 20162017 Contract Value Unbilled Value of Contract as on 27/05/2010 2,174.12

1

Rajarhat, W.B.

16-Jun10

2,174.12

2

Raniganj, W.B.

15-Jun10

33.99

33.99

SUB-TOTAL (C) Total Order Book Size in Rs.Crore (A + B + C)

2,208.11 4,720.90

2,208.11 4,380.73

** Jain Infraprojects Limited (JIL) has entered into an MoU with Jain Realty Limited (JRL) whereby JRL is the Developer and JIL will be constructing the facilities in the Sports City Complex. For more details please refer to the Section on Material Contracts at Page No. 105 of this DRHP

2. Contracts Bid For:Rs. Crore Sl. No. 1 2 3 Contract Awarded By National Highways, Bhubneshwar, Orissa National Highways, Bhubneshwar, Orissa National Highways, Bhubneshwar, Orissa National Highways, Bhubneshwar, Orissa National Highway, Circle I , Purta Bhavan, Salt Lake , Kolkata Municipal Corporation of Delhi, Delhi Description of Work Widening & Strengthening of existign intermediate lane to two lane carraige way in Km 159.0 to 184 km of NH 224 Widening & Strengthening, Raising of existing intermediate lane to two lane carraige way in Km 224 to 229 km of NH 224 Widening & Strengthening, Raising of existing intermediate lane to two lane carraige way in Km 164 to 189 km of NH 217 Widening & Strengthening, Raising of existing intermediate lane to two lane carraige way in Km 89 to 104 km and 117 km to 131 km of NH 200 Widening & Strengthening, of existing intermediate lane of flexible pavement of NH 117 from Km 79.20 to 89 km in the district of South Pargana Improvement & Strengthening of roads of Okhla Industrial Area, Phase- I & II in Central Zone Work Location Bolangir Bolangir Bolangir Contract Value as on 27/05/2010 68.44 59.30 59.16

4

Bolangir

46.62

5

West Bengal Okhla

48.90

6

141.42

81

Sl. No. 7

Contract Awarded By The Executive Engineer, Sambalpur, R & B Division, Orissa- 768 001 The Executive Engineer, Paralakhemundi, R & B Division, Orissa- 761 201 The Executive Engineer, Rayagada, R& B Div, Orissa

Description of Work Improvement of 0/0 to 40/170 km of Sindurark- Samasingha road (MDR) to 2Lane standards under LWE Scheme Widening to 2 Lane and Improvement in Km 25/2 to 102/0 km excluding 40/2 km to 48/0 km amd 52/8 to 57/0 km of GunupurKashinagar-Paralakhemundi road (SH-4) under LWE Scheme Widening to 2 Lane and Improvement in Km 97/120 to 134/960 of Bhawanipatna-GunpurKashipur-Rupkona road (SH-44) under LWE Scheme Total

Work Location Sambalpur

Contract Value as on 27/05/2010 46.94

8

Paralakhe mundi

84.09

9

Rayagada

53.10 607.97

Project Development and Execution Methodology Our business begins with the procurement of a work contract that is a manifestation of our business development efforts. The works contract lays down the specification of the work to be done. We then put together a team that will work on the Project. This team will include several personnel with complimentary skill sets that will assist in procurement and project management. Once the team is in place the project moves towards execution. The flow of events is as follows.

Business Development

Design & Engineering

Project Management

Executio n

Business Development We enter into contracts primarily through a competitive bidding process. Government and other clients typically advertise potential projects in leading national newspapers or on their websites. Our tendering department regularly reviews newspapers and websites to identify projects that could be of interest to us. The head of the tendering department evaluates bid opportunities and discusses internally with the senior management on whether we should pursue a particular project based on various factors, including the client's reputation and financial strength, the geographic location of the project and the degree of difficulty in executing the project in such location, our current and projected workload, the likelihood of additional work, the project's cost and profitability estimates and our competitive advantage relative to other likely bidders. Once we have identified projects that meet our criteria, we submit an application to the client according to the procedures set forth in the advertisement. Tendering The Company has a centralized tender department headed by General Manager- Business Development, which is responsible for applying for all pre-qualifications and tenders. The tender department evaluates the credentials of the Company vis-à-vis the stipulated eligibility criteria. We endeavor to qualify on our own for projects in which we propose to bid. In the event that we do not qualify for a project in which we are interested due to eligibility requirements relating to the size of the project or other reasons, we may seek to form project-specific joint ventures with other relevant experienced and qualified contractors, using the combined credentials of the cooperating companies to strengthen our chances of pre-qualifying and winning the bid for the project. A notice inviting bids may either involve pre-qualification, or short listing of contractors, or a post-qualification process. In a pre-qualification or short listing process, the client stipulates technical and financial eligibility criteria to be met by the potential applicants. Pre-qualification applications generally require us to submit details about our organizational set-up, financial parameters (such as turnover, net worth and profit and loss history),

82

employee information, plant and equipment owned, portfolio of executed and ongoing projects and details in respect of litigations and arbitrations in which we are involved. In selecting contractors for major projects, clients generally limit the issue of tender to contractors they have pre-qualified based on several criteria, including experience, technical ability and performance, reputation for quality, safety record, financial strength, bonding capacity and size of previous contracts in similar projects, although the price competitiveness of the bid is usually a selection criterion. Prequalification is key to our winning major projects and we continue to develop our pre-qualification status by executing a diverse range of projects and building our financial strength. If we pre-qualify for a project, the next step is to submit a financial bid. Prior to submitting a financial bid, the Company carries out a detailed study of the proposed project, including performing a detailed study of the technical and commercial conditions and requirements of the tender followed by a site visit. Our tendering department determines the bidding strategy depending upon the type of contract. For example, in the event of bid for a design-build project, we would appoint a competent consultant to design the project and provide us with drawings to enable further analysis of the various aspects of the project. This allows us to make a more informed bid. Similarly, a lump sum tender would entail quantity take-offs from the drawings supplied by the clients. A site visit enables us to determine the site conditions by studying the terrain and access to the site. Thereafter, a local market survey is conducted to assess the availability, rates and prices of key construction materials and the availability of labour and specialist sub-contractors in that particular region. Sources of key natural construction materials, such as quarries for aggregates, are also visited to assess the availability, leads and quality of such material. The site visit also allows us to determine the incidence and rates of local taxes and levies, such as sales tax or value added tax, octroi and cess. Our representatives attend the pre-bid meetings convened by the clients, during which we raise any queries or requests for amendments to certain conditions of the proposed contract. Any ambiguities or inconsistencies in the document issued by the client are brought to the attention of the client for further clarification. The tendering department invites quotations from vendors, sub-contractors and specialist agencies for various items or activities in respect of the tender. This data supplements the data gathered by the market survey. The gathered information is then analyzed to arrive at the cost of items included in the Bill of Quantities (BOQ). The estimated cost of items is then marked up to arrive at the selling price to the client. The basis of determination of the mark-up is based in part on the evaluation of the conditions of the contract. Alternatively, the client may choose to invite bids through a post-qualification process wherein the contractor is required to submit the financial bid along with the information mentioned above in two separate envelopes. In such a situation, the client typically evaluates the technical bid or pre-qualification application initially and then opens the financial bids only of those contractors who meet the stipulated criteria. Pre qualification parameters Typically a project owner/client conceives of a specific project and follows it up with the appointment of a consultant who prepares a detailed project report (DPR). This report addresses various aspects of project implementation commencing from obtaining clearances, right of ways, scope of work, technical parameters, etc., to related costs which define the approximate estimated cost of the project. At the next level the project owner invites pre-qualifications from prospective bidders to assess and identify contractors who are capable of bidding for the project and subsequently implementing the same, if awarded. The detailed project report data is utilized to define the pre-qualification criteria by the project owner. For projects across the various sectors, the project owner /client normally specify the qualifying criteria, which include:  Technical Capability: The Company should have the experience of having implemented projects of similar nature, necessary manpower with a relevant profile to suit the project and the experience to execute it. Depending on the project, relevant machinery as specified by the client should be available with the company. This may be owned or outsourced / hired from a third party.

83

 

Financial Strength: This includes the minimum annual turnover, net worth requirement as well as working capital requirements. Joint Venture Participation: In the event the project allows for association of more than one company to participate in the contract to enable the partners to pool in their resources, thereby meeting the threshold pre-qualifying criteria, such a method of invitation is known as joint venture participation. Joint Venture participation allows the individual partners of the proposed project to pool in their own resources for pre-qualification as well as submission of the techno-commercial bid. Joint Venture may happen at the time of RFQ (request for qualification) or at tender stage in case of two bid process. Normally a joint venture memorandum of understanding is signed by the partners, which is in line with the guidelines provided by the client. This Joint Venture agreement could be either project specific or generic. 1) Project Specific JVs/MOUs which are in existence till such time as the outcome of pre qualification or if awarded till the completion of the project. 2) Generic MOUs /JVs- In these cases the JVs /MOUs are not formed for any specific project rather it is a partnership wherein the JV can submit their prequalification and bid for the projects. No technology transfer is involved and both the parties will be limited to their respective scope of work derived out of their expertise.

Design & Engineering Depending upon the requirement of the project, we engage our internal resources for designing the project. Typically, for design-build projects, the conceptual information and the project requirements and specifications are provided in the work contract that is awarded. We are required to prepare detailed architectural and/or structural designs based on the conceptual requirements of the client and also conform to various statutory and code requirements. Prior to bidding for a project, our tendering department and senior management review the preliminary design prepared by our team. In case we do not have the expertise, we engage the services of professionals. After our initial review of the preliminary designs, we continue to confer with our consultants to arrive at the final solution for the project. Once the project is awarded to us, our consultants prepare detailed designs pursuant to the project requirements. Project Management Once we are awarded a contract either by way of a letter of intent or intimation from the client, our project management team prepares a detailed plan. This plan includes an activity based project budget, which details among other things, the scope, revenue, direct and indirect cost, cash flow, resources and expenditure relating to the project. The execution team uses this as a blue print to implementing the project, which is tracked at the different levels of management. The plan, which is complete in all respects, is reviewed at regular intervals, using modern project management techniques, to ensure that the benchmarks and milestones are moving in tandem with the plan. Procurement & Execution Once the project management plan is in place, the execution team prepares its schedule of activities that include inter-alia, the procurement, financing and staffing requirements and deployment schedule. Construction activity typically commences once a client approves working designs and issues drawings. The project team immediately identifies and works with the purchase department to procure the key construction materials and services required for commencing construction. Each project site has a billing department that is responsible for preparing and dispatching periodic invoices to the clients. The billing department is also responsible for certifying the bills prepared by our vendors and subcontractors for particular projects and forwarding the same to our head office or zonal offices for further processing.

84

Our major raw materials required are good earth, Granular sub base (GSB), bitumen, diesel, shuttering material, river sand, bricks & block masonry and miscellaneous hardware and electrical items. We also use steel, cement and reinforcement steel in our housing projects. We follow a centralized purchase system for cement, steel, diesel, and bitumen through our purchase department. In case of cement, GSB and Good Earth our requirements are seasonal and we procure directly from manufacturing units / Borrow Areas located near the project site. We have got an effective system to take the material at competitive rates and to maintain minimum inventory, so the supplies are made on a just-in-time basis. In case of steel, diesel and bitumen our requirements are project specific. We procure steel from various steel suppliers to ensure availability and timely delivery to meet our project schedule needs. The Company has over the years developed relationships with a number of vendors for key material, services and equipment. The Company has also developed an extensive vendor database for various materials and services. Most of our other raw materials/consumables are easily available and hence we face no monopoly from suppliers. The requirement is processed through negotiations with the suppliers keeping in view the logistics of location of project and timing of supply. However there are certain consumables which are required at various sites and are available locally at project sites and we have not faced any difficulty in the past in procuring them. Our Equipment For our projects, we are required to purchase specific equipments and components, which are key inputs for project implementation and are also procured by the centralized purchase department. Certain equipments are purchased with a pre-planning and as per the needs in the execution process. The methodical approach ensures a cost saving factor by identifying the quality manufacturers / suppliers and timely delivery of such equipments with favorable financial terms and conditions. Our Company has acquired latest equipments and machineries, to improve productivity and quality. This allows our Company to execute large projects within the stipulated time frame while maintaining the desired quality. The list of equipments owned by our Company is as under: Equipment Generator Sets Loaders (Including articulated loaders) Batching Plants Compressors Compactors (Earth, Asphalt, Soil) Leveling Machines Bitumen Machines (Heater, Sprayer, Tank) Mixture Machines (Concrete) Road Rollers (Diesel) Drum Mix Plant Excavators Hot Mix Machines Paving Machines Tippers Laboratory Equipment Mechanical Broomer Motors Miscellaneous Equipment Water Storage Tank Weighing Machines Dust Collectors Wet Mixture Plants Wood Cutting Machines Trucks Quantity 22 5 6 6 14 2 6 14 4 6 15 6 14 44 1 8 5 69 3 4 3 6 10 51

85

We have a defined and documented quality management system. The Company is ISO 9001:2008 certified for the quality management system we apply to the design, development, engineering, procurement and construction of projects. Based on the checks and measures in place, and after ensuring that the final product is in tandem with the specifications, we raise the final invoice on our client and obtain a certificate of completion. Defect Liability Period Our construction contracts often stipulate a defect liability period of between 12 and 36 months from the date of hand over certificate. The contractor is responsible for rectifying and defects that may arise during this defect liability period as a consequence of the construction services provided by the contractor. At the end of this defect liability period, any sum of money (as adjusted for any defects) retained by the client at completion is transferred to the contractor without interest. Performance Guarantees Our Company is required to issue performance guarantees varying from 5-10% of the contract value at the time of commencement of the contract, pursuant to the award of the contract. These performance guarantees are typically valid up to twelve months post the completion of the contract. The amount of guarantee facilities available to us depends upon our financial condition and the availability of adequate security from banks and financial institutions that provide us with such facilities. Competition We operate in a highly competitive environment that morphs depending on project in question. While service quality, technical ability, performance record, experience, health and safety records and the availability of skilled personnel are key factors in client decisions among competitors, the price is generally the deciding factor in most tender awards. We mainly compete with domestic Indian entities in the different segments in which we operate.Some of the key players in the engineering and construction industry are Simplex Infrastructure Limited, Lanco Infrastructure Limited, IVRCL Infrastructure & Projects Limited, MBL Infrastructures Limited., PNC Infratech Limited., Man Infraconstruction Limited., Madhucon Projects Limited, Ramky Infrastructure Limited, Era Construction Limited, ARSS Infrastructure Projects Limited, Gayatri Projects Limited, Tantia Constructions Limited, , Supreme Infraprojects Limited. Insurance Most businesses are exposed to the risk of operating in the environment that they are in, and our business follows the same. Our operations are subject to hazards inherent in providing engineering, construction services. We may also be subject to claims resulting from defects arising from engineering, procurement or construction services provided by us. Our policy on insurance is limited to insuring our equipment and vehicles. We obtain specialized insurance for construction risks and third party liabilities for most projects for the duration of the project and the defect liability period. For details on risks relating to our insurance coverage, see the risk factor entitled “Our insurance coverage may not adequately protect us against all losses” in the section entitled “Risk Factors” on page xii of this Draft Red Herring Prospectus. Our Employees Our company has always believed in investing well in human capital. We believe that the growth of our business stems from the right people employed for the job. We are adequately staffed, and also employ casual and temporary contract labor on our project sites on a need basis. The number of contract laborers varies from time to time based on the nature and extent of work contracted to Independent Contractors. We enter into contracts with independent contractors to complete specified assignments. The existing manpower is sufficient

86

to handle the estimated growth of our Company; it may change from time to time as per the need of the project. Besides, most of the labor requirements at construction sites are met through private contractors. Health, Safety and Environment Considering the nature of the business we operate in, we lay a very high emphasis on the health and safety of our resources as well as the environment we operate in. We endeavor, through regular analysis, to reduce the risks of accidents. Our employees are trained to handle situations to ensure that paramount importance on safety is maintained at all times. In addition, our Company is required to comply with various laws and regulations relating to the environment. India has a number of pollution control statutes which empower state regulatory authorities to establish and enforce effluent standards relating to the discharging of pollutants or effluents into water or the air. We believe that our Company complies in all material respects with all such statutes applicable to it and the regulations there under. In particular, we have applied for and/or have obtained all the consents from the appropriate regulatory authorities necessary to carry on our business. Our Properties Our Company‟s registered office and corporate headquarter is located at Premlata Building, 5th floor, 39 Shakespeare Sarani, Kolkata – 700 017. The premise is under lease from Prakash Endeavours Pvt. Limited, a group company. Under the terms of the lease agreement, our Company has monthly rental obligations and is responsible for all taxes, cesses and levies relating to the use of the property during the term of the lease. The following table sets forth the details of the leases we have have entered into: Sl No Address Premlata Building, 5th Floor 1. 39, Shakespeare Sarani Kolkata - 700 017 B-1/186, Vishesh Khand, Gomti Nagar Lucknow – 226 010 No. 9, Aniket Housing, Arun Kumar Singh 3. IAS Colony, Kidwaipuri Patna – 800 001 15/9, 2nd Floor 4. Primrose Road, M.G. Road Bangalore – 560 001 601, Akash Deep Building 26A Barakhamba Road New Delhi – 110 001 Dakshin Infratech Projects Private Limited 1 April 2010 to 31 March 2012 Branch Office Prakash Endeavours Private Limited 1 April 2009 to 31 March 2014 Registered Office Lessor Period Purpose

Rajiv Kr. Srivastava

2.

19 January 2009 to 18 January 2019

Branch Office

1 June 2010 to 31 August 2011

Branch Office

5.

Skoda India Private Limited

16 May 2010 to 14 August 2010

Branch Office

87

Our Intellectual Property Our corporate logo is not registered as a trademark; however we have made an application for the same. We use it in common with our other Promoter Group Companies.

88

REGULATIONS AND POLICIES Our Company is engaged in the business of Indian infrastructure. Our projects require, at various stages, the sanction of the concerned authorities under the relevant state legislation and local bye-laws. The following is an overview of the important laws and regulations which are relevant to our business. The regulations set out below are not exhaustive, and are only intended to provide general information to Bidders and is neither designed nor intended to be a substitute for professional legal advice. Taxation statutes such as the Income Tax Act, 1961, Central Sales Tax Act, 1956 and applicable local sales tax statutes, labour regulations such as the Employees‟ State Insurance Act, 1948 and the Employees‟ Provident Fund and Miscellaneous Provisions Act, 1952 and other miscellaneous regulations and statutes such as the Trade Marks Act, 1999 apply to us as they do to any other Indian company. The statements below are based on the current provisions of Indian law and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. For details of government approvals obtained by us, see the section titled “Government Approvals” on page 265. LAWS RELATING TO LAND ACQUISITION Land Acquisition Act, 1894 (the “LA Act”) The GoI and the state governments are empowered to acquire and take possession of any property for public purpose. However, the courts in India have, through numerous decisions, stipulated that any property acquired by the government must satisfy the due process of law. The key legislation relating to the acquisition of property is the LA Act. Under the provisions of the LA Act, land in any locality can be acquired compulsorily by the government whenever it appears to the government that it is needed or is likely to be needed for any public purpose or for use by a corporate body. Under the LA Act, the term “public purpose” has been defined to include, among other things:    the provision of village sites or the extension, planned development or improvement of existing village sites; the provision of land for town or rural planning; the provision of land for its planned development from public funds in pursuance of any scheme or policy of government and subsequent disposal thereof in whole or in part by lease, assignment or outright sale with the object of securing further development as planned; the provision of land for any other scheme of development sponsored by government, or, with the prior approval of the appropriate government, by a local authority; and the provision of any premises or building for locating a public office, but does not include acquisition of land for companies.

 

The LA Act lays down the procedures which are required to be compulsorily followed by the GoI or any of the state governments, during the process of acquisition of land under the LA Act. The procedure for acquisition, as mentioned in the LA Act, can be summarised as follows:      identification of land; notification of land; declaration of land; acquisition of land; and payment and ownership of land.

Any person having an interest in the land being acquired by the Government has the right to object and the right to receive compensation. The value of compensation for the property acquired depends on several factors, which, among other things, include the market value of the land and damage sustained by the person in terms of loss of profits. Such a person has the right to approach the courts. However, the land owner can raise objections in respect of land acquisition in relation to the amount of compensation. The land owner cannot challenge the

89

acquisition of land under the LA Act and will have to explore other options once the declaration under the LA Act is notified in the Official Gazette.

Urban Land (Ceiling and Regulation) Act, 1976 (the “ULCA”) The ULCA prescribes the limits to urban areas that can be acquired by a single entity. The ULCA allows the government to take over a person‟s property and fixes ceilings on vacant and urban land. Under the ULCA, excess vacant land is required to be surrendered to a competent authority for a minimum level of compensation. Alternatively, the competent authority has been empowered to allow the land to be developed for permitted purposes. Even though the ULCA has been repealed, it remains in force in certain States like Haryana, Punjab, Uttar Pradesh, Gujarat, Karnataka, Madhya Pradesh, Rajasthan, Orissa and the Union Territories. LAWS REGULATING TRANSFER OF PROPERTY Transfer of Property Act, 1882 (the “TP Act”) The TP Act details the general principles relating to transfer of property including, among other things, identifying categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. A person who has invested in immovable property or has any share or interest in the property is presumed to have notice of the title of any other person in residence. The TP Act recognizes, among other things, the following forms in which an interest in an immoveable property may be transferred:     Sale: the transfer of ownership in property for a price paid or promised to be paid. Mortgage: the transfer of an interest in property for the purpose of securing the payment of a loan, existing or future debt, or performance of an engagement which gives rise to a pecuniary liability. The TP Act recognizes several forms of mortgages over a property. Charges: transactions including the creation of security over property for payment of money to another which are not classifiable as a mortgage. Charges can be created either by an operation of law, e.g., decree of the court attaching to specified immoveable property or by an act of the parties. Leases: the transfer of a right to enjoy property for consideration paid or rendered periodically or on specified occasions.

In addition to the above, the owner of property is entitled to enjoy or transfer the right to use or derive benefit from that property (the “Usufruct”). A lessee of property may also enjoy the benefits arising out of land. The owner of immoveable property may also create a right over the Usufruct of that property by creation of a usufructuary mortgage. Further, it may be noted that with regard to the transfer of any interest in a property, the transferor transfers such interest, including any incidents, in the property, which he is capable of passing and under law, he cannot transfer a better title than he himself possesses. In India, subject to necessary documentation, the title to the structure attached to the immoveable property can be conveyed separately from the title to the underlying immoveable property. Co-ownership and Joint Ownership If a co-owner‟s share in the property is ascertainable, it would be termed as co-ownership, in the absence of which, it will be termed as joint ownership. Further, the law also recognizes joint possession by lessors. The TP Act recognizes co-ownership and joint ownership of property. One of the co-owners of a property may transfer its interest in the property and the transferee in such case acquires the transferor‟s right to joint possession or other common or part enjoyment of the property. The transferee in such cases also acquires the right to enforce the partition of the property. Leasehold Rights

90

As noted above, a lease creates a tenancy right in favour of the lessee to enjoy property subject to a lease. The term of the lease and the mode of termination of the lease can be determined by the parties. Under the lease of a property, the lessee has a right of enjoyment of the property without interruption, provided that the lessee continues to pay the rent reserved by the lease agreement and performs other terms and conditions binding on the lessee. Sub-leases or transfer of the interests held by a lessee to another person is usually regulated by the terms of the head lease. Further, the TP Act stipulates that a lessee shall not erect any permanent structures on leased property without the consent of the lessor, except where such fixture is for an agricultural purpose. However, the TP Act does not prohibit the assignment of lease agreements, though this may be restricted by the terms of the lease. Indian Easements Act, 1882 (the “Easements Act”) The law relating to easements and licences in property is governed by the Easements Act. The right of easement has been defined under the Easements Act to mean a right which the owner or occupier of any land possesses over the land of another for beneficial enjoyment of his land. Such right may allow the owner of the land to do and continue to do something or to prevent and continue to prevent something being done, in or upon any parcel of land which is not his own. Easementary rights may be acquired or created by (a) an express grant; or (b) a grant or reservation implied from a certain transfer of property; or (c) by prescription, on account of long use, for a period of twenty years without interruption; or (d) local custom. The Registration Act, 1908 (the “Registration Act”) The Registration Act details the formalities for registering an instrument. Section 17 of the Registration Act identifies documents for which registration is compulsory and includes, inter alia, any non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in the present or in future, any right, title or interest, whether vested or contingent, in immovable property of the value of Rs. 100 or more and a lease of immovable property for any term exceeding one year or reserving a yearly rent. The Registration Act also stipulates the time for registration, the place for registration and the persons who may present documents for registration. Any document which is required to be compulsorily registered but is not registered will not affect the subject property, nor be received as evidence of any transaction affecting such property (except as evidence of a contract in a suit for specific performance or as evidence of part performance of a contract under the TP Act or as evidence of any collateral transaction not required to be effected by registered instrument), unless it has been registered. The Indian Stamp Act, 1899 (the “Stamp Act”) Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or extinguishment of any right, title or interest in immovable property. The Stamp Act provides for the imposition of stamp duty at the specified rates on instruments listed in Schedule I of the Stamp Act. However, under the Constitution of India, the states are also empowered to prescribe or alter the stamp duty payable on such documents executed within the state. Instruments chargeable to duty under the Stamp Act but which have not been duly stamped, are incapable of being admitted in court as evidence of the transaction contained therein. The Stamp Act also provides for impounding of instruments by certain specified authorities and bodies and imposition of penalties, for instruments which are not sufficiently stamped or not stamped at all. Instruments which have not been properly stamped can be validated by paying a penalty of up to 10 times of the total duty payable on such instruments. Laws Relating to Environment Indian expressway and real estate development must also ensure compliance with environmental legislation such as the Water (Prevention and Control of Pollution) Act 1974 (“Water Pollution Act”), the Air (Prevention and Control of Pollution) Act, 1981 (“Air Pollution Act”) and the Environment Protection Act, 1986 (“Environment Act”) and rules made therein such as the Hazardous Waste (Management and Handing) Rules,

91

1989, the Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989 and the Environment Protection Rules, 1986. The Water Pollution Act aims to prevent and control water pollution. This legislation provides for the constitution of a Central Pollution Control Board (the “Central Board”) and State Pollution Control Boards (the “State Boards”). The functions of the Central Board include co-ordination of activities of the State Boards, collecting data relating to water pollution and the measures for the prevention and control of water pollution and prescription of standards for streams or wells. The State Boards are responsible for the planning of programmes for the prevention and control of pollution of streams and wells, collecting and disseminating information relating to water pollution and its prevention and control, inspection of sewage or trade effluents, works and plants for their treatment and to review the specifications and data relating to plants set up for treatment and purification of water, laying down or annulling the effluent standards for trade effluents and for the quality of the receiving waters and laying down standards for treatment of trade effluents to be discharged. This legislation debars any person from establishing any industry, operation or process or any treatment and disposal system, which is likely to discharge trade effluent into a stream, well or sewer without taking prior consent of the concerned State Board. The Central Board and State Boards constituted under the Water Pollution Act are also required to perform functions as per the Air Pollution Act for the prevention and control of air pollution. The Air Pollution Act aims for the prevention, control and abatement of air pollution. It is mandated under this Act that no person can, without the previous consent of the concerned State Pollution Control Board, establish or operate any industrial plant in an air pollution control area. The Environment Act has been enacted for the protection and improvement of the environment. The Act empowers the central government to take measures to protect and improve the environment such as laying down standards for emission or discharge of pollutants, providing for restrictions regarding areas where industries may operate and so on. The central government may make rules for regulating environmental pollution. With respect to forest conservation, the Forest (Conservation) Act, 1980 prevents state governments from making an order directing forest land to be used for a non-forest purpose or an order assigning forest land through lease or otherwise to any private person or corporation not owned or controlled by the government without the approval of the central government. The Ministry of Environment and Forests mandates that „Environment Impact Assessment‟ must be conducted for projects. In the process, the said Ministry receives proposals for the setting up of projects and assesses their impact on the environment before granting clearances to the projects. The Environment Impact Assessment Notification S.O. 1533, issued on 14 September 2006 (the “EIA Notification”) under the provisions of Environment (Protection) Act 1986, prescribes that new construction projects require prior environmental clearance of the Ministry of Environment and Forests, GoI. The environmental clearance must be obtained from the Ministry of Environment and Forests, GoI according to the procedure specified in the EIA Notification. No construction work, preliminary or other, relating to the setting up of a project can be undertaken until such clearance is obtained. Under the EIA Notification, the environmental clearance process for new projects consists of four stages – screening, scoping, public consultation and appraisal. After completion of public consultation, the applicant is required to make appropriate changes in the draft „Environment Impact Assessment Report‟ and the „Environment Management Plan‟. The final Environment Impact Assessment Report has to be submitted to the concerned regulatory authority for its appraisal. The regulatory authority is required to give its decision within 105 days of the receipt of the final Environment Impact Assessment Report. The Hazardous Wastes (Management and Handling) Rules, 1989 (the “Hazardous Wastes Rules”) The Hazardous Wastes Rules aim to regulate the proper collection, reception, treatment, storage and disposal of hazardous waste by imposing an obligation on every occupier and operator of a facility generating hazardous waste to dispose such waste without adverse effect on the environment, including through the proper collection, treatment, storage and disposal of such waste. Every occupier and operator of a facility generating hazardous waste must obtain an approval from the Pollution Control Board. The occupier, the transporter and the operator are liable for damages caused to the environment resulting from the improper handling and disposal of hazardous waste. The operator and the occupier of a facility are liable for any fine that may be levied by the respective SPSB. Penalty for the contravention of the provisions of the Hazardous Waste Rules includes imprisonment up to five years and imposition of fines as may be specified in the EPA or both.

92

Laws relating to Employment The employment of construction workers is regulated by a wide variety of generally applicable labour laws, including the Contract Labour (Regulation and Abolition) Act, 1970, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996, the Payment of Wages Act, 1936, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979, the Factories Act, 1948, the Employees‟ State Insurance Act, 1948, the Employees‟ Provident Fund and Miscellaneous Provisions Act, 1952, the Payment of Gratuity Act, 1972 and the various Shops and Commercial Establishments Acts. The Minimum Wages Act, 1948 State governments may stipulate the minimum wages applicable to a particular industry. The minimum wages may consist of a basic rate of wages and a special allowance or a basic rate of wages and the cash value of the concessions in respect of supplies of essential commodities or an all-inclusive rate allowing for the basic rate, the cost of living allowance and the cash value of the concessions, if any. Workmen are required to be paid for overtime at overtime rates stipulated by the appropriate government. Contravention of the provisions of this legislation may result in imprisonment for a term of up to six months or a fine up to Rs. 500 or both. The Factories Act, 1948 (the “Factories Act”) The Factories Act defines a „factory‟ to mean any premises on which on any day in the previous 12 months, 10 or more workers are or were working and on which a manufacturing process is being carried on or is ordinarily carried on with the aid of power; or at least 20 workers are or were working on any day in the preceding 12 months and on which a manufacturing process is being carried on or is ordinarily carried on without the aid of power. State governments prescribe rules with respect to the prior submission of plans, their approval for the establishment of factories and the registration and licensing of factories. The Factories Act provides that the „occupier‟ of a factory (defined as the person who has ultimate control over the affairs of the factory and in the case of a company, any one of the directors) shall ensure the health, safety and welfare of all workers while they are at work in the factory, especially in respect of safety and proper maintenance of the factory such that it does not pose health risks, the safe use, handling, storage and transport of factory articles and substances, provision of adequate instruction, training and supervision to ensure workers‟ health and safety, cleanliness and safe working conditions. If there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, the occupier and manager of the factory may be punished with imprisonment for a term of up to two years or with a fine of up to Rs.100,000 or with both, and in case of contravention continuing after conviction, with a fine of up to Rs.1,000 per day of contravention. In case of a contravention which results in an accident causing death or serious bodily injury, the fine shall not be less than Rs. 25,000 in the case of an accident causing death, and Rs.5,000 in the case of an accident causing serious bodily injury. The Contract Labour (Regulation and Abolition) Act, 1970 (the “CLRA”) The CLRA requires establishments that employ or have employed on any day in the previous 12 months, 20 or more workmen as contract labour to be registered and prescribes certain obligations with respect to the welfare and health of contract labour. The CLRA places an obligation on the principal employer of an establishment to which the CLRA applies to make an application for registration of the establishment. In the absence of registration, contract labour cannot be employed in the establishment. Likewise, every contractor to whom the CLRA applies is required to obtain a licence and not to undertake or execute any work through contract labour except under and in accordance with the licence issued. To ensure the welfare and health of contract labour, the CLRA imposes certain obligations on the contractor including the establishment of canteens, rest rooms, washing facilities, first aid facilities, provision of drinking water and payment of wages. In the event that the contractor fails to provide these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period. A person in contravention of the provisions of the CLRA may be punished with a fine or imprisonment, or both.

93

The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 (the “Construction Workers Act”) The Construction Workers Act provides for the establishment of „Boards‟ at the state level to regulate the administration of the Construction Workers Act. All enterprises involved in construction are required to be registered within 60 days from the commencement of the construction works. The Construction Workers Act also provides for regulation of employment and conditions of service of building and other construction workers including safety, health and welfare measures in every establishment which employs or employed during the preceding year, 10 or more workers in building or other construction work. However, it does not apply in respect of residential houses constructed for one‟s own purpose at a cost of less than Rs. One million and in respect of other activities to which the provisions of the Factories Act, 1948 and the Mines Act, 1952 apply. Every employer must give notice of commencement of building or other construction work within 60 days from the commencement of the construction works. Comprehensive health and safety measures for construction workers have been provided through the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Central Rules, 1998. The Construction Workers Act provides for constitution of safety committees in every establishment employing 500 or more workers with equal representation from workers and employers in addition to appointment of safety officers qualified in the field. Any violation of the provisions for safety measures is punishable with a fine or imprisonment or both. The Payment of Gratuity Act, 1972 (the “Gratuity Act”) The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field, plantation, port and railway company, every shop or establishment in which ten or more persons are employed or were employed on any day of the preceding twelve months and in such other establishments in which ten or more persons are employed or were employed on any day of the preceding twelve months, as the central government may, by notification, specify. Penalties are prescribed for non-compliance with statutory provisions. Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for gratuity upon his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the entitlement to gratuity in the event of death or disablement will not be contingent upon an employee having completed five years of continuous service. The maximum amount of gratuity payable may not exceed Rs. 0.35 million. Employees State Insurance Act, 1948 (the “ESI Act”) The ESI Act provides for certain benefits to employees in case of sickness, maternity and employment injury. All employees in establishments covered by the ESI Act are required to be insured, with an obligation imposed on the employer to make certain contributions in relation thereto. It applies to, inter alia, seasonal power using factories employing ten or more persons and non-power using factories employing 20 or more persons. Every factory or establishment to which the ESI Act applies is required to be registered in the manner prescribed in the ESI Act. Under the ESI Act, every employee (including casual and temporary employees), whether employed directly or through a contractor, who is in receipt of wages upto Rs. 7,500 per month is entitled to be insured. In respect of such employees, both the employer and the employee must make certain contributions to the Employee State Insurance Corporation. Currently, the employee‟s contribution rate is 1.75% of the wages and that of employer is 4.75% of the wages paid/payable in respect of the employee in every wage period. The ESI Act states that a principal employer, who has paid contribution in respect of an employee employed by or through an immediate employer, shall be entitled to recover the amount of the contribution so paid from the immediate employer, either by deduction from any amount payable to him by the principal employer under any contract, or as a debt payable by the immediate employer. Employees Provident Fund and Miscellaneous Provisions Act, 1952 (the “EPF Act”) The EPF Act provides for the institution of compulsory provident fund, pension fund and deposit linked insurance funds for the benefit of employees in factories and other establishments. A liability is placed both on the employer and the employee to make certain contributions to the funds mentioned above.

94

Payment of Bonus Act, 1965 (the “Bonus Act”) Pursuant to the Bonus Act, an employee in a factory or in any establishment where 20 or more persons are employed on any day during an accounting year, who has worked for at least 30 working days in a year is eligible to be paid a bonus. Contravention of the provisions of the Bonus Act by a company is punishable with imprisonment for a term of up to six months or a fine of up to Rs.1,000 or both, against persons in charge of, and responsible to the company for the conduct of the business of the company at the time of contravention.

Inter-state Migrant Workers Act, 1979 The Inter-state Migrant Workers Act, 1979 applies to any establishment or contractor who employees five or more inter-state migrant workmen (whether or not in addition to other workmen) on any day of the preceding twelve months. An „inter-state migrant workman‟ is defined under Section 2(e) to include any person who is recruited by or through a contractor in one state under an agreement or other arrangement for employment in an establishment in another state, whether with or without the knowledge of the principal employer in relation to such establishment. All such establishments employing migrant workers must be registered otherwise such workmen cannot be employed by them. Workmen’s Compensation Act, 1923 The Workmen‟s Compensation Act, 1923 (“WCA”) has been enacted with the objective to provide for the payment of compensation to workmen by employers for injuries by accident arising out of and in the course of employment, and for occupational diseases resulting in death or disablement. The WCA makes every employer liable to pay compensation in accordance with the WCA if a personal injury/disablement/ loss of life is caused to a workman (including those employed through a contractor) by accident arising out of and in the course of his employment. In case the employer fails to pay compensation due under the WCA within one month from the date it falls due, the commissioner appointed under the WCA may direct the employer to pay the compensation amount along with interest and may also impose a penalty Laws for Classification of Land User Usually, land is classified under one or more categories, such as residential, commercial or agricultural. Land classified under a specified category is permitted to be used only for such purpose. In order to use land for any other purpose, the classification of the land needs to be changed in the appropriate land records by making an application to the relevant municipal or land revenue authorities. In addition, some state governments have imposed certain restrictions on the transfer of property within such states. These restrictions include, among others, a prohibition on the transfer of agricultural land to non-agriculturalists, a prohibition on the transfer of land to a person not domiciled in the relevant state and restrictions on the transfer of land in favour of a person not belonging to a certain tribe. Laws Governing Development of Agricultural Land The acquisition of land is regulated by state land reform laws, which prescribe limits up to which an entity may acquire agricultural land. Any transfer of land that results in the aggregate land holdings of the acquirer in the state to exceed this ceiling is void, and the surplus land is deemed, from the date of the transfer, to have been vested in the state government free of all encumbrances. When local authorities declare certain agricultural areas as earmarked for townships, lands are acquired by different entities. While granting licenses for development of townships, the authorities generally levy development/external development charges for provision of peripheral services. Such licenses require approvals of layout plans for development and building plans for construction activities. The licenses are transferable on permission of the appropriate authority. Similar to urban development laws, approvals of the layout plans and building plans, if applicable, need to be obtained. Service Tax Service tax is charged on taxable services as defined in Chapter V of Finance Act, 1994, which requires a service provider of taxable services to collect service tax from a service recipient and pay such tax to the government. Several taxable services are enumerated under these service tax provisions which include construction services, including construction of residential and commercial complexes. The Central Sales Tax Act, 1956

95

The Act lays down the principles for sale and purchase of goods for interstate trade import and export of goods etc. Under this Act every dealer has to pay tax on interstate sale of goods carried out by him except those which are generally exempted from tax under the sales tax law of the appropriate State and also those which are exempt in subsequent sales due to taxes paid in the previous transaction. The amended Act also widens the definition of a „dealer‟ keeping with the widened definition of „tax‟ by the forty-sixth Amendment of the Constitution. Under the Act every dealer who acquires liability to pay tax is required to file an application for registration using the required form which is liable to be cancelled when the business ceases to exist or with the death of the dealer or due to failure to furnish security etc. Furthermore under the aforementioned forty-sixth amendment the definition of tax includes tax on the execution of work contracts and such tax thereby falls within the ambit of this Act. The Act empowers the State Government to direct non payment of tax, change the rate of tax levied and allow non payment with regard to certain class of persons specified in the notification issued by that Government. Section 10 provides for punishment with regard to contraventions such as failure to get oneself registered or failure to furnish security. The Act further empowers the Central Government to make rules in respect of the matters contained in the Act and provides the State Governments with similar powers with regard to their State subject to the rules made by the Central Government. This power is curtailed by Section 15 which imposes restrictions upon the State Governments in respect of imposition of tax on declared goods. Lastly the Act lays down provisions relating to a Company in liquidation and lays down the procedural machinery for the imposition of the tax mentioned therein and appropriation of the proceeds Value Added Tax (“VAT”) VAT is charged by laws enacted by each state on a sale of goods effected in the relevant states. In the case of construction contracts, VAT is charged on the value of property in goods transferred contracts. VAT is payable on road construction contracts. VAT is not chargeable on the value of services which do not involve a transfer of goods. STATE LAWS The significant state legislations, in the states where our Company operates, and their salient features are as provided hereinbelow. Uttar Pradesh State Highways Authority Act, 2004 The NH Act delegates the power to the states to make its own rules and regulations. Pursuant to this, the state of Uttar Pradesh has enacted the Uttar Pradesh State Highways Authority Act, 2004. This Act purported to set up a „State Highway Authority‟ for the purpose of development, maintenance and management of those state highways that may be entrusted to it. The „State Highway Authority‟ performs functions including laying down of standards for design and construction of state highways and developing methods of performance based maintenance systems for maintenance of the state highways by private contractors. Uttar Pradesh Road Management Board The Uttar Pradesh Road Management Board is a statutory and independent road management board empowered to manage the road fund. The said board implements usage of the funds, awards contracts and levies tolls, wherever may be feasible. It ensures that the benefits from private participation in the road sector includes increased investment and improved efficiency with focus on road services (construction, operation and maintenance) as well as construction of roads. Local Shops and Establishments Legislations Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set up, establishments are required to be registered. Such legislations regulate the working and employment conditions of the workers employed in shops and establishments including commercial establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the employers and employees. West Bengal State Tax on Professions, Trade, Calling and Employment Act, 1979 The objective of this Act is to levy tax on every person engaged in professions, trades, callings and employments. The Act requires for tax to be levied on both salaried employees as well as self employed

96

persons. The Act provides for directions for both categories of taxpayers to apply for registration/ enrolment. Registered employers are required to file returns with receipted challan showing payment of tax. Enrolled persons are required to pay tax only once in a financial year. Failure to do the same is penalized by payment of interest on the amount to. The Act also provides for prosecution for certain offences such as failure to pay tax, failure to furnish return etc. REGULATIONS REGARDING FOREIGN INVESTMENT Foreign investment in Indian securities is governed by the provisions of the FEMA read with the applicable FEMA Regulations and the FDI Policy issued in November 2006 by the DIPP. Foreign investment is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the approval route, depending upon the sector in which foreign investment is sought to be made. Under the Industrial Policy and FEMA, Foreign Direct Investment (“FDI”) up to 100% is permitted under the automatic route in projects for construction and maintenance of roads, highways, vehicular bridges, toll roads, vehicular bridges and ports and harbours. Further, subject to certain conditions and guidelines, the Industrial Policy and FEMA further permit up to 100% FDI in built-up infrastructure and construction development projects which include, but are not restricted to, housing, commercial, premises, hotels, resorts, hospitals, educational institutions, recreational facilities and city and regional level infrastructure. Under the automatic route, no prior approval of the GoI is required for the issue of securities by Indian companies/acquisition of securities of Indian companies, subject to the sectoral caps and other prescribed conditions. Investors are required to file the required documentation with the RBI within 30 days of such issue/acquisition of securities. If the foreign investor has any previous joint venture/tie-up or a technology transfer/trademark agreement in the “same field” in India as on 12 January 2005, prior approval from the FIPB is required even if that activity falls under the automatic route, except as otherwise provided. Under the approval route, prior approval from the FIPB/RBI is required. FDI for the items or activities that cannot be brought in under the automatic route may be brought in through the approval route. Approvals are accorded on the recommendation of the FIPB, which is chaired by the Secretary, DIPP, with the Union Finance Secretary, Commerce Secretary and other key Secretaries of the GoI as its members. Foreign Investment in the Real Estate Sector Subsequent to 3 March 2005, foreign investment in development of townships, housing, built-up infrastructure and construction development projects including, among other things, commercial premises, hotels, resorts, hospitals and city and regional level infrastructure up to 100%, is permitted under the automatic route, where no approval of the FIPB is required, subject to certain conditions and policy guidelines notified through Press Note 2 (2005). A short summary of the conditions is provided hereinbelow: 1. Minimum area to be developed under each project would be as under: i. ii. iii. 2. In case of development of serviced housing plots, a minimum land area of 10 hectares In case of construction-development projects, a minimum built up area of 50,000 sq. mts. In case of a combination project, anyone of the above two conditions would suffice.

The investment would be subject to the following conditions: i. Minimum capitalization of US$10 million for wholly owned subsidiaries and US$ 5 million for joint ventures with Indian partners. The funds would have to be brought in within six months of commencement of business of the company. Original investment cannot be repatriated before a period of three years from completion of minimum capitalization. However, the investor may be permitted to exit earlier with prior approval of the Government through the FIPB.

ii.

3.

At least 50% of the project must be developed within a period of five years from the date of obtaining all statutory clearances. The investor is not permitted to sell “undeveloped plots”. For the purpose of this clause “undeveloped plots” have been defined to mean those plots where roads, water supply, street lighting, drainage, sewerage, and other conveniences, as applicable under prescribed regulations, have not been made available. It is necessary that the investor provides this

97

infrastructure and obtains the completion certificate from the concerned local body/service agency before he is allowed to dispose of serviced housing plots. 4. The project shall have to conform to the norms and standards, including land use requirements and provision of community amenities and common facilities, as laid down in the applicable building control regulations, bye-laws, rules, and other regulations of the State Government municipal/ local body concerned. The investor shall be responsible for obtaining all necessary approvals, including those of the building/layout plans, developing internal and peripheral areas and other infrastructure facilities, payment of development, external development and other charges and complying with all other requirements as prescribed under applicable rules/bye-laws/regulations of the State Government Municipal/Local Body concerned. Please note that the Government, through Press Note 2 (2006 Series) dated 16 January 2006 has clarified that the provisions of Press Note 2 (2005) as discussed aforesaid, shall not apply to establishment and operation of hotels and hospitals, which shall continue to be governed by Press Note 4 (2001 Series) dated 21 May 2001 and Press Note 2 (2000 Series) dated 11 February 2000, respectively. Investment by FIIs FIIs including institutions such as pension funds, mutual funds, investment trusts, insurance and reinsurance companies, international or multilateral organizations or their agencies, foreign governmental agencies, sovereign wealth funds, foreign central banks, asset management companies, investment managers or advisors, banks, trustees, endowment funds, university funds, foundation or charitable trusts or societies and institutional portfolio managers can invest in all the securities traded on the primary and secondary markets in India. FIIs are required to obtain an initial registration from SEBI and a general permission from the RBI to engage in transactions regulated under the FEMA. FIIs must also comply with the provisions of the FII Regulations. The initial registration and the RBI‟s general permission together enable the registered FII to buy (subject to the ownership restrictions discussed below) and sell freely, securities issued by Indian companies, to realize capital gains or investments made through the initial amount invested in India, to subscribe or renounce rights issues for shares, to appoint a domestic custodian for custody of investments held and to repatriate the capital, capital gains, dividends, income received by way of interest and any compensation received towards sale or renunciation of rights issues of shares. 6. i. ii. FIIs are permitted to purchase shares of an Indian company through public/private placement under: Regulation 5 (1) of the FEMA Regulations, subject to terms and conditions specified under Schedule 1 of the FEMA Regulations (“FDI Route”). Regulation 5 (2) of the FEMA Regulations subject to terms and conditions specified under Schedule 2 of the FEMA Regulations (“PIS Route”).

5.

In case of investments under FDI Route, investments are made either directly to the company account, or through a foreign currency denominated account maintained by the FII with an authorised dealer, wherein Form FC-GPR is required to be filed by the company. Form FC-GPR is a filing requirement essentially for investments made by non-residents under the „automatic route‟ or „approval route‟ falling under Schedule 1 of the FEMA Regulations. In case of investments under the PIS Route, investments are made through special non-resident rupee account, wherein Form LEC (FII) is required to be filed by the designated bank of the FII concerned. Form LEC (FII) is essentially a filing requirement for FII investment (both in the primary as well as the secondary market) made through the PIS Route. Foreign investment under the FDI Route is restricted/ prohibited in sectors provided in part A and part B of Annexure A to Schedule 1 of the FEMA Regulations. Ownership Restrictions of FIIs The issue of securities to a single FII under the PIS Route should not exceed 10% of the issued and paid-up capital of the company. In respect of an FII investing in securities on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued and paid-up capital. The aggregate FII

98

holding in a company cannot exceed 24% of its total paid-up capital. The said 24% limit can be increased up to 100% by passing a resolution by the board of directors followed by passing a special resolution to that effect by the shareholders of the company. Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms of Regulation 15A(1) of the FII Regulations, an FII may issue, deal or hold, offshore derivative instruments such as “Participatory Notes”, equity-linked notes or any other similar instruments against underlying securities listed or proposed to be listed on any stock exchange in India only in favour of those entities which are regulated by any relevant regulatory authorities in the countries of their incorporation or establishment subject to compliance of “know your client” requirements. An FII or their Sub-Account shall also ensure that no further downstream issue or transfer of any instrument referred to hereinabove is made to any person other than a regulated entity. FIIs and their Sub-Accounts are not allowed to issue offshore derivative instruments with underlying as derivatives. Calculation of total foreign investment in Indian companies Pursuant to Press Note 2 (2009 Series), effective from 13 February 2009, issued by the DIPP (“Press Note 2”) read with the clarificatory guidelines for downstream investment under Press Note 4 (2009 Series) dated 25 February 2009 issued by the DIPP (“Press Note 4”, collectively with Press Note 2, the “Press Notes”), all investments made directly by a non-resident into an Indian company would be considered as foreign investment. Such foreign investments into an Indian company which is undertaking operations in various economic activities and sectors (“Operating Company”) would have to comply with the relevant sectoral conditions on entry route, conditionalities and caps. Foreign investments into an Indian company, being an Operating Company and making investments through equity, preference or compulsory convertible debentures in another Indian company (“Operating cum Investing Company”) would have to comply with the relevant sectoral conditions on entry route, conditionalities and caps in regard of the sector in which such company is operating. Foreign investment into an Indian company making investments through equity, preference or compulsory convertible debentures in another Indian company (“Investing Company”) will require the prior approval of the FIPB, regardless of the amount or extent of foreign investment. Further, foreign investment in an Indian company without any downstream investment and operations requires FIPB approval regardless of the amount or extent of foreign investment. The Press Notes further provide that foreign investment in an Investing Company would not be considered as „foreign investment‟ if such Investing Company is „owned‟ and „controlled‟ by resident Indian citizens and Indian companies, which are owned and controlled by resident Indian citizens. An Indian company would be considered to be „owned‟ by resident Indian citizens and Indian companies, which are owned and controlled by resident Indian citizens if more than 50% of the equity interest in it is beneficially owned by resident Indian citizens and Indian companies, which are owned and controlled ultimately by resident Indian citizens. Further, an Indian company would be considered to be “controlled” by resident Indian citizens and Indian companies, which are owned and controlled by resident Indian citizens if the power to appoint a majority of its directors vests with the resident Indian citizens and Indian companies, which are owned and controlled by resident Indian citizens. Downstream investment by such Indian companies would not be considered towards indirect foreign investment, regardless of whether such companies are Operating Companies, Operating cum Investing companies, Investing Companies or Indian companies without any operations. In case of Investing Companies which are either „owned‟ or „controlled‟ by Non-Resident entities, only such investment made by such Investing Company would be considered as indirect foreign investment and not the foreign investment in the Investing Company. However, if the Investing Company continues to be beneficially „owned‟ and „controlled‟ by resident Indian citizens and Indian companies, which are owned and controlled by resident Indian citizens, any further foreign investment by such Investing Company would not be considered as indirect foreign direct investment in the subject Indian company and would be outside the purview of Press Note 2. As per applicable laws, a member of a company, whose name is entered in the register of members, is entitled to all beneficial interests in the shares of the said company. However, beneficial ownership would also mean holding of a beneficial interest in the shares of a company, while the shares are registered in someone else‟s name. In such cases, where beneficial ownership lies with someone else, the same can further be evidenced by

99

Form 22B which needs to be filed with Registrar of Companies by the company (upon receipt of declaration by the registered and beneficial owner regarding transfer of beneficial interest). Press Note 4 provides guidelines relating to downstream investments by Indian companies that have foreign investment. These guidelines are based on the principle that downstream investments by Indian companies owned or controlled by foreign entities should follow the same rules as those applicable to direct foreign investment. In respect of downstream investments by Indian companies that are not owned or controlled by foreign entities, there would not be any restrictions. For the purpose of downstream investments, Press Note 4 classifies Indian companies into (i) operating companies, (ii) operating-and-investing companies and (iii) investing companies. In connection with foreign investment in these categories of Indian companies, Press Note 4 provides that: 1. Operating company: Foreign investment in an operating company will need to comply with the terms and conditions for foreign investment in the relevant sector(s) in which such company operates; Operating-and-investing company: Foreign investment in such a company will need to comply with the terms and conditions for foreign investment in the relevant sector(s) in which such company operates. Further, the investee Indian company in which downstream investments are made by such company will need to comply with the terms and conditions for foreign investment in the relevant sectors in which the investee Indian company operates; and Investing company: An “investing company” has been defined under Press Note 4 as an Indian company holding only direct or indirect investments in other Indian companies other than for trading of such holdings. Any foreign investment in such company will require the prior approval of the FIPB.

2.

3.

Press Note 4 further provides that foreign investment in an Indian company that does not have (i) any operations, and (ii) any downstream investments, will require the prior approval of the FIPB. It may, however, be noted that in case of Indian companies which are wholly owned subsidiaries of Operating cum Investing Companies/ Investing Companies, the entire foreign investment in the Operating cum Investment Companies/ Investing Companies will be considered as indirect foreign investment. It may be noted that the DIPP has issued „Circular 1 of 2010‟ (the “FDI Circular”) which consolidates the policy framework on FDI, with effect from 1 April 2010. The FDI Circular consolidates and subsumes all the press notes, press releases, clarifications on FDI issued by DIPP as on 31 March 2010. All the press notes, press releases, clarifications on FDI issued by DIPP as on 31 March 2010 stand rescinded as on 31 March 2010.

100

HISTORY AND CORPORATE STRUCTURE Overview Jain Infraprojects Limited was incorporated on 7 November 2006 by converting M/s. Bengal Construction Co, (“BCC”), a Partnership firm, under Part IX of the provisions of the Companies Act, 1956 (“Part IX Conversion”). BCC was originally formed by a Partnership Deed dated 31 March 2000 executed by and between Mr. Manoj Kumar Jain and Mr. Suraj Kumar Jain (the “Partnership Deed”). The said Partnership Deed was reconstituted on 1 September 2001 and a reconstituted partnership deed was executed by and between Mr. Manoj Kumar Jain, Mr. Suraj Kumar Jain and Smriti Food Park Private Limited (“Reconstituted Partnership Deed”). Further, the Reconstituted Partnership Deed was once again reconstituted on 1 April 2004 and a reconstituted partnership deed was executed by and between Mr. Manoj Kumar Jain, Mr. Suraj Kumar Jain and Smriti Food Park Private Limited (“Second Reconstituted Partnership Deed”). Subsequently, on 1 April 2005, the Second Reconstituted Partnership Deed was once again resonsituted and a reconstituted partnership deed was executed by and between Mr. Manoj Kumar Jain, Mr. Suraj Kumar Jain, Smriti Food Park Private Limited and Prakash Endeavours Private Limited (“Third Reconstituted Reconstituted Partnership Deed”). Therafter, on 31 March 2006, the Third Reconstituted Partnership Deed was once again reconstituted and a reconstituted partnership deed was executed by and between Mr. Manoj Kumar Jain, Smriti Food Park Private Limited, Prakash Endeavours Private Limited, Tushita Builders Private Limited, Mrs. Rekha Jain, Mr. Darshan Lal Jain and Mrs. Janki Devi Jain (“Fourth Reconstituted Partnership Deed”). Finally, on 7 November 2006 the said partnership formed by the Deed was dissolved and our Company was formed under the name and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West Bengal. The name of the Company was subsequently changed to “Jain Infraprojects Limited” from Bengal Infrastructure Limited” and a fresh certificate of incorporation was issued to us by the Registrar of Companies at Kolkata, West Bengal on 21 December 2006. Upon conversion of the partnership formed by the Deed all assets and liabilities vested with the partnership was transferred to Bengal Infrastructure Limited, the erstwhile name of our Company. Corporate Profile of Our Company Our Company and the erstwhile Partnership firm have been in the business of integrated construction and infrastructure development and providing engineering, procurement and construction services for infrastructure projects in India. The primary project expertise of the Company is in the construction of Roads & Highways, Industrial and Technical Building, Hospitals and Colleges, Integrated Townships and Land Development Irrigation Systems. Changes in Registered Office of Our Company The Registered Office of the Company at the time of incorporation was “Premlata Building”, 5 th floor, 39 Shakespeare Sarani, Kolkata – 700 017. With effect from 6 February 2008, the Registered Office of the Company was shifted to Spencer Plaza, Ground floor, Burdwan Road, Siliguri – 734 005 as two of the shareholders of our Company (Prakash Endeavours Private Limited and Smriti Food Park Private Limited) were located in Siliguri. Thereafter, due to business reasons, the Registered Office of the Company was shifted back to “Premlata Building”, 5th floor, 39 Shakespeare Sarani, Kolkata – 700 017 with effect from 31 March 2009. Major Events in the History of our Company A. Before Part IX Conversion Event BCC was formed by a Partnership Deed made between Mr Manoj Kumar Jain and Mr Suraj Kumar Jain on 31 March 2000. The Partnership Deed was reconstituted and the Reconstituted Partnership Deed was executed by Mr Manoj Kumar Jain, Mr Suraj Kumar Jain and Smriti Food Park Private Limited. BCC obtained a work order valued at Rs. 2.04 Crores from M/s. Bharat Drilling and Foundation Treatment Private Limited., Ranchi for construction of a 5-KM Link Road from NH-31C to Sastugachh via Phakhirdeep and a 5-KM Link Road from Bijoynagar T.E. to Nakshabari Kharibai by-pass road via Buragunj in Siliguri under the Division of Executive Engineer (RD), Siliguri, Mahakuma Parishad, Siliguri. The Second Reconstituted Partnership Deed was further reconstituted and the Third

Year 31 March 2000 1 September 2001

29 November 2001

1 April 2005

101

Year

31 March 2006

4 September 2006

Event Reconstituted Partnership Deed was executed by Mr Manoj Kumar Jain, Mr Suraj Kumar Jain, Smriti Food Park Private Limited and Prakash Endeavours Private Limited. The Third Reconstituted Partnership Deed was once again reconstituted and a Fourth Reconstituted Partnership Deed was executed by and between Mr. Manoj Kumar Jain, Smriti Food Park Private Limited, Prakash Endeavours Private Limited, Tushita Builders Private Limited, Mrs. Rekha Jain, Mr. Darshan Lal Jain and Mrs. Janki Devi Jain. BCC was awarded a works order by National Building Construction Corporation Limited (“NBCCL”), for constructing 10 “C” Type Quarters (G+2), 2 “A” Type Quarters (G+2), 3 “ME” Type Quarters (G+2), 7 “B” Type Quarters (G+2), 3 “MB” Type Quarters (G+2) including the work of internal water supply and sanitation at MTPS, DVC, Mejia. The said contract was valued at Rs. 1,230 Lacs.

B. Year

After Part IX Conversion Event Under the provisions of Part IX of the Companies Act, BCC converted into a company and a fresh certificate of incorporation was issued by the Registrar of Companies located at Kolkata, West Bengal with the name “Bengal Infrastructure Limited”. Certificate of Commencement of Business was issued by the Registrar of Companies, located at Kolkata, West Bengal. Our company was awarded a works order by NBCCL for construction of weir with allied structures across river Damodar at DVC, CTPS, Chandrapura, Dist. Bokaro, Jharkhand. The value of the contract was Rs. 1,893 Lacs. Name of the company was changed to Jain Infraprojects Limited and a fresh Certificate of Incorporation obtained consequent upon change of name from the Registrar of Companies, West Bengal. JIL was awarded the ISO 9001:2000 Certification by Kvalitet Veritas Quality Assurance for its product or services in the Civil, Mechancial, Electrical Engineering Jobs and Construction of Roads, Buildings and Bridges. Our Company bagged an order of over Rs. 36,600 Lacs from Uttar Pradesh Rajkiya Nirman Nigam Limited, Uttar Pradesh. Our Company was awarded construction of Kolkata Sports City (Integrated Sports Complex along with Commercial and Residential Complex) at Rajarhat, West Bengal. Our Company entered into its first overseas contract as Tarhuna Utilities Joint Venture Project with National Housing & Utilities Company S.A. - Construction of Water Networks, Sanitary Drainage Networks, Rainwater Drainage Networks, Road Networks and Telecom & Telecommunication Networks, Libya for LYD 1989 Lacs (as per exchange rate prevailing on [], the Rupee value is Rs. 72,725 Lacs).

7 November 2006 10 November 2006 4 December 2006

21 December 2006

28 July 2008 7 October 2008 22 April 2009

2009-10

Main Objects of our Company The main objects of our Company as contained in the Memorandum of Association are as follows: 1. To become vested with and to continue the partnership firm business now being carried on under the name and style of “Bengal Construction Co” including all its assets, rights, interests, benefits, titles, approvals, registrations, permits, facilities, concessions, sanctions, privileges, licenses, debts, liabilities of the parties hereto in the partnership business and in connection therewith and Bengal Construction Company shall cease to exist on incorporation of this company. 2. To carry on the business of construction, development, creation, expansion, design, modernization, management and maintenance of infrastructure projects and roads, highways, bridges, flyovers, airports, ports, railways, environmental engineering, management sanitation, water, waterways, sewerage disposal, industrial estates, townships, industrial parks, food parks, bio-technical parks or any other facility of similar nature and to acquire, purchase, exchange, hire, buy, sell, construct, build, develop, promote, execute, undertake, maintain, manage, run, model, erect, demolish, furnish, improve, enlarge, pulling down, decorate, architect, or otherwise, deal in lands, buildings, properties, commercial and industrial complexes, residential complexes, office building, houses, flats, apartments, hospitals, shopping malls, hotels, resorts, restaurants, cineplexes, multiplexes, amusement parks, golf

102

course, film city, clubs, educational institute, place of worships, reading rooms, library, dairy farms, agro projects and all other kind of immovable electronics and telecommunication engineering and to act as a consultant, advisor, agent to mobilize resources and to arrange private and or government sector participants for development of infrastructure projects, joint ventures, foreign collaboration projects etc. 3. To carry on the business of real estate, developers, builders, promoters, architects, engineers, designers, erectors fabricators, and taking-up the work of construction of buildings, offices, places of public amusement, public buildings, road, bridges, dams, power projects, townships, houses, turnkey projects, electrical contracts, furnishing contractors, interior decoration, wood work, painting contracts, plastering laying of tiles and marbles and acquire by purchase, lease, exchange, joint venture, contract, invest, deal, hire or otherwise and further act as brokers and agents, develop or operate land, buildings and hereditament or any tenure and description and any estate or interest therein, and any right over to or connected by land building so situated and to develop or to run the same to accounts may seem expedient and in particular by preparing building sites and purchase and sale of lands and/or buildings and owing, buying, selling, hiring, letting, sub-letting, maintaining, allotting, transferring allotment, administering, dividing and sub-dividing and holding by construction, reconstructing, altering , improving, decorating, furnishing, and maintaining hotels, rooms, inns, flats, houses, apartments, restaurants, cinema houses, market shops, workshops, mills, factories, warehouses, cold storages, wharves, godowns, offices, safe deposit values, hostels, gardens, swimming pools, place of education, place of worship, play ground, building immovable property of any kind works and convenience of all kinds by leasing, hiring letting or disposing of the same and to act as broker and commission agents in real estate business and to act as a general contractor and to do any construction, manufacturing, building, road making, engineering and all other kinds and descriptions whatsoever for any person, firm, company, public body, government, army, navy, railways, etc. by the company itself or in partnership with such company or individuals or persons as may be thought fit by the directors and to deal in all types of building materials like cement, sand iron and steel, stones and stone chips, woods, bricks etc along-with hardware, fittings and other accessories and materials used in construction and decoration. The Object clause of the Memorandum of Association enables the company to undertake activities for which the funds are being raised in this issue and also the activities, which the company has been carrying on till date. Amendments to our Memorandum of Association Since incorporation, the following amendments have been made to our Memorandum of Association: Sr. No. 1 3 4 Date of Shareholder‟s Approval (AGM/EGM) 15 December 2006 30 March 2007 19 September 2009 Changes in the Memorandum of Association Change in the authorized Capital i.e. increase of Equity Share Capital from Rs. 500 Lacs to Rs. 1000 Lacs. Change in the authorized Capital i.e. increase of Equity Share Capital from Rs. 1000 Lacs to Rs. 3000 Lacs. Change in the authorized Capital i.e. increase of Equity Share Capital from Rs. 3000 Lacs to Rs. 6000 Lacs.

Change of Name Since incorporation, the name of the Company has changed only once, which is as follows: Sr. No. 2 Date of Shareholder‟s Approval (AGM/EGM) 21 December 2006 Changes in the Memorandum of Association Change in the name of the company from Bengal Infrastructure Limited to Jain Infraprojects Limited.

103

OUR SUBSIDIARY Jain Infra Global-F.Z.E. (“Jain Global”) Jain Infra Global-F.Z.E. is the only subsidiary of our Company. Jain Global is promoted by our Company and has been incorporated as our wholly owned overseas subsidiary. The registered office of Jain Global is situated at Azman Free Trade Zone, United Arab Emirates. Principal Business of Jain Global Jain Global has been formed mainly to carry out general trading activities and is dealing in infrastructure products and allied services, particularly in United Arab Emirates. Board of directors of Jain Global The Manager/Director of Jain Global as of 31 December 2009 is: Name Amol Chandrakant Kishte Age 27 Position Manager/Director Director Since 22 January 2009

Shareholding Pattern of Jain Global as of 31 March 2010 Name of the Shareholders Amol Chandrakant Kishte on behalf of Jain Infraprojects Financial Information of Jain Global Particulars Sales and Other Income PAT Equity Capital Reserves (excluding revaluation reserves) EPS (AED) Book Value (AED) Other Information Jain Global is not listed on any Stock Exchange. Jain Global is neither a sick industrial company nor is it under winding up. FY 2007 NA NA NA NA NA NA FY 2008 NA NA NA NA NA NA (in AED) FY 2009 2,97,68,209 8,50,226 3,65,000 8,50,226 2329 3329 No. of Equity Shares of AED 1,000/- each 365 % of total Equity holding 100

104

MATERIAL CONTRACTS Strategic Alliance Agreement between our Company and MIDAS Information Technology Company Limited On 22 May 2007, our Company entered into a Strategic Alliance Agreement with MIDAS Information Technology Company Limited (“MIDAS”) for providing structural engineering services, including, structural schematic design (SD) and structural design development (DD) for projects undertaken by the Company (“Agreement”). The alliance shall be for a period of five (5) years or completion of projects, whichever is earlier. Under the said Agreement MIDAS will also be required to review the contract documents prepared by the local structural consulting. Further, MIDAS will also prepare SD documents which will be sufficiently illustrating structural recommendations on efficient and economical design. Our Company agrees to use the technical know how furnished by MIDAS only for the purposes stated in the Agreement and not divulge the same to any third party. Memorandum of Understanding between our Company and GMP International In December 2008, a memorandum of understanding (“MOU”) was entered into between GMP International (“GmbH”) and our Company for participating in the bidding process and executing of the proposed sports township to be developed at Dharsa Moktarpur & Mohammad Mouzas in Rajarhat, Kolkata. Under the MOU, GmbH would be the architects and the Company, the developers. The parties have agreed to amalgamate the experience, expertise and the resource pool. Once the sports township is awarded to the Company, this MOU would be converted into an agreement. This MOU was an exclusive arrangement between the two parties. Memorandum of Understanding between our Company and Jain Realty Limited On 22 April 2009, the Sports Wing, Sports & Youth Services Department, Government of West Bengal (“Sports Wing”) issued a letter of intent for setting up the sports township at Rajarhat in Mouza Dharsa, Mukhtarpur and Mohammadpur over 250 acres of land (“Sports City Complex”). On 16 June 2009, the Sports Wing issued the work order (“Work Order”) in this regard to us. In relation to the same, our Company has provided a bank guarantee of Rs. 50,00,000 to the Sports Wing as required under the Work Order. Of the entire 250 acres proposed for the Sports City Complex, 50 acres of land will be developed solely for the purpose of sports facilities, comprising one multipurpose sports outdoor stadium, two football practice grounds, one indoor stadium, astro-turf laid hockey stadium, aquatic complex and a tennis complex and the balance 200 acres of land can be commercially developed into residential complex, commercial sectors, service apartments, shopping malls cum amusement centres by the Company. Our company shall be responsible for procuring the land for the said project. In order to fulfil the letter of intent and the Work Order, on 25 September 2009, we entered into a memorandum of understanding with Jain Realty Limited (“MoU”). Under the MoU, Jain Realty Limited while undertaking the work for Sports City Complex is required to comply with the specifications setout in the Letter of Intent and no deviations from the specification shall be acceptable unless specifically approved by the Sports Wing. Jain Realty shall be responsible for the development of 50 acres of the project land for the sports facilities in accordance with the Work Order sanctioned by the Sports Wing and the development and sale of the construction on the 200 acres for the permissible activities as sanctioned by the Government of West Bengal. Upon completion of the construction of the sports facilities we will be required to maintain them for a period 10 years, where upon the same shall be handed over to the Government of West Bengal free of cost. Under the said MOU we will be responsible for the construction of the sports facilities on the 50 acres and permissible constructions as sanctioned by the Government of West Bengal on the 200 acres of the project land. The cost of total construction of the project, on turnkey basis has been estimated to be Rs 2174.12 Crores. Further, Jain Realty Limited shall be responsible for arranging finance required for the project which includes inter alia the cost of the land. In case of variation of specification the Company will be entitled to charge for extra work and escalation in price of material. The Company shall also be entitled to normal escalation in contract price for increase in price beyond 3 percent of the price considered in the BOQ. Jain Realty Limited shall make payments to the Company upon receipt of invoices from Jain Realty Limited on monthly basis. All such invoices raised shall be settled within a period on 15 days and in case of delay interest at the rate of 18%. Development Agreement between our Company and Jain Realty Limited

105

The Company had entered into a development agreement (“Agreement”) with Jain Realty Limited for grant of irrevocable and absolute development rights of land owned by the Company situated at 16, Belvedere Road, Kolkata – 700027 (“Property”) for the purposes of construction and sale of residential bungalows on the said land (“Project”). Under the Agreement, the Company would convey 50% of the undivided share in the Property and car parking spaces to JRL in return of which JRL would construct and deliver 50% of the built up area with proportionate car parking spaces to the Company. Further, vide the Agreement, the Company has authorised JRL to take all actions necessary, in respect of the Property, for execution of the Project. The Company and JRL would be entitled to the sale proceeds arising out of the sale of their respective shares in the Property. JRL is to provide an interest free deposit of Rs. 3,000 Lacs to the Company, of which Rs. 2,400 Lacs would be deposited by October, 2008 and the balance Rs. 600 Lacs would be deposited by the third quarter of 2009-10. The said deposit is to be refunded by the Company to JRL upon completion of the Project. As contemplated in the Agreement, the said Project is to be completed by October, 2010.

106

OUR MANAGEMENT Under our Articles of Association, we cannot have fewer than three directors and there is no limit on the maximum number of directors. We currently have four directors on our Board. The following table sets forth details regarding our Board as of the date of filing of this Draft Red Herring Prospectus with SEBI: Name, Father‟s Name, Address and Occupation Mr. Mannoj Kumar Jain Father‟s name- Darshan Lal Jain Address- 7, Iron Side Road Kolkata - 700019 West Bengal Industrialist DIN- 00499162 Age (Years) 36 Status of Director in our Company Chairman Executive Director Other Directorships 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. Mr. Ashok Kumar Chadha Father‟s Name – Bishamber Nath Chadha Address- C-554, Ground Floor, Defence Colony, New Delhi – 110024 Service DIN- 01242023 60 Executive Director 1. 2. 3. 4. 5. 6. 7. Jain Steel and Power Limited Jain Energy Limited Jain Coke and Power Private Limited Prakash Petrochemicals Private Limited Bengal Infrastructure Development Private Limited Jain Infra Developers Private Limited Jain Space Infra Venture Limited Jain Realty Limited Prakash Endeavours Private Limited Prakash Vanijya Private Limted Jain Technologies Private Limited Tushita Builders Private Limted Jain Heavy Industries Private Limited Global Space Infrastructure Private Limited Odyssey Realtors Private Limited MK Media Private Limited Jain Natural Resources Limited Jain Energy Trading Limited Jain Power Limited Jain Renewable Energy Private Limited Trinity Nirman Private Limited Neptune Plaza Maker Private Limited Suraj Abasan Private Limited Jain Solar Energy Private Llimited Glossy Developers Private Limited Smriti Food Park Private Limited

Jain Steel and Power Limited Jain Natural Resources Limited Jain Power Limited Jain Energy Trading Limited Jain Realty Limited Skoda (India) Private Limited Jain Renewable Energy Private Limited 8. Jain Energy Limited 9. Skoda (India) Trading Private Limited 10. Jain Solar Energy Limited 11. Sunset Resorts Limited 12. Finprop Estates Private Limited Nil

Mr.Bimalendu Chakrabarti Father‟s Name- Devi Prasad Chakrabarti

61

Independent Non-executive

107

Name, Father‟s Name, Address and Occupation

Age (Years)

Status of Director in our Company

Other Directorships

Address- B-21, Mayfair Garden, Little Gibbs Road, Malabar Hill, Mumbai Maharashtra- 400 006 Retired DIN- 00017513 Mr. Sunder Shyam Dua Father‟s Name- Mr. Atmaram Dua Address- L-327,Tarapore Tower, Oshiwara, Andheri (W), Mumbai Maharashtra -400 058 Retired DIN- 01231998 Brief Details of Board of Directors Mr. Mannoj Kumar Jain, aged 36 years, Chairman of our Company. He is a graduate from the University of North Bengal. He is involved in strategy planning, execution and management. He started the group‟s business operations in 2000 in the field of infrastructure (road and highway construction) under the name and style of M/s. Bengal Construction Co, which later got converted into Jain Infraprojects Limited. He is the founder Chairman of “Jain Group of Industries”. Mr. Ashok K Chadha, aged 60 years, Vice Chairman and Managing Director, has 40 years of experience in the industry across various verticals and functions spread from over manufacturing to finance. He began his career in 1970 with ICI India Limited and over a span of 29 years, was assigned jobs in various capacities in India and overseas. In 1999, he moved on from ICI to Haldia Petrochemicals Limited and after a stint of two years, he joined Indo Rama Synthetic (I) Limited in 2001. In 2007, he joined Avenue Asia Advisors Private Limited, as Executive Director in-charge of the Asset Management Group for Asia including India, China and the Far East for select verticals. In 2009, he joined the Jain Group as Vice Chairman and Managing Director. Mr. Bimalendu Chakrabarti, aged 61 years, is the Independent Director of the Company. He is a Commerce Graduate and a Member of Institute of Chartered Accountants of India. He has experience in the fields of insurance, finance and investment. He retired as a CMD of New India Assurance Company Limited. Prior to this he was also the CMD in National Insurance Company Limited. He has more than 38 years experience in various corporates with different capacities. He was a member of various bodies like Investment Committee of Life Insurance Corporation of India, Tariff Advisory Committee etc. He also held the position of the Chairman in Prestige Assurance plc, Lagos, Nigeria, India, International Insurance Pte. Limited., Singapore. Mr. Sunder Shyam Dua, aged 72 years, is the Independent Director of the Company. He holds a Bachelors degree in Engineering (Electrical). He retired as a director of BSES (Technical) Limited. Prior to this he was an acting CMD at BSES Limited. He has worked with various PSUs like BSES, NTPC, BTPS etc. He has about 47 years of experience in the field of installation, operation, maintenance of thermal power stations and electricity transmission and distribution. Borrowing Powers of the Board of Directors Pursuant to resolution dated 30 November 2009 passed by our shareholders at the Extra Ordinary General Meeting of the Company, in accordance with the provisions of section 293(1)(d) of the Companies Act, the Board has been authorized to borrow such sums of money for the purpose of our Company and upon such terms

72

Independent Non-executive

1. CORE Projects & Tecnologies Limited 2. ICSA (India) Limited 3. CORE Education Infratech Limited

108

and conditions and as the Board of Directors may think fit, for the purpose of the business of the Company provided that the money or monies to be borrowed together with the monies already borrowed by our Company (apart from temporary loans obtained from the Company‟s bankers in the ordinary course of business) shall not exceed, at any time, the aggregate of the paid-up capital of the Company and its free reserves, if any, that is to say reserves not set apart for any specific purpose, provided that the total amount of moneys to be borrowed by the Board together with monies already borrowed (apart from temporary loans obtained from the Company‟s bankers in the ordinary course of business) shall not at any time exceed a sum of Rs. 4,00,000 Lacs. Details of Terms of Appointment of our Directors Name Mr. Mannoj Kumar Jain Contract / Appointment Letter / Resolution First appointment by a Board Resolution dated 8 November 2006. Board Resolutions dated 10 November 2006 and shareholder resolution dated 15 December 2006 appointing him as a managing director. Re-appointed by a Board resolution dated 19 September 2009 and shareholders resolution dated 30 November 2009. Agreement dated 10 November 2006. Renewed Agreement dated 21 September 2009 was executed appointing him for the period of another 3 years w.e.f. 10 November 2009 Mr. Ashok Kumar Chadha Board Resolution dated 24 June 2009 and Shareholder Resolution dated 19 September 2009 Whole-time Director appointed for three years with effect from 1 July 2009, liable to retire by rotation The date when the annual general meeting of the Company is held in 2010 As a Whole-time Director- 30 June 2012 The date of the next annual general meeting of the Company. The date of the next annual general meeting of the Company. Term Whole-time Director appointed for 3 years with effect 10 November 2009 not liable to retire by rotation Date of expiry of term Not Applicable

Mr. Bimalendu Chakrabarti Mr. Sunder Shyam Dua

Board Resolution dated 1 January 2010

Additional Director holding office till the next annual general meeting of the Company Additional Director holding office till the next annual general meeting of the Company

Board Resolution December 2009

dated

19

Corporate Governance The provisions of the Listing Agreement to be entered into with BSE and NSE and the SEBI Regulations in respect of corporate governance will be applicable to our Company immediately upon the listing of our Company‟s Equity Shares on the Stock Exchanges. Our Company undertakes to adopt the corporate governance code as per Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges on listing (“Clause 49”). The Board of Directors consists of a total of four Directors of which two are independent Directors (as defined under Clause 49), which constitutes 50% of our Board of Directors. This is in compliance with the requirements of Clause 49.

109

In terms of Clause 49, our Company has already appointed Independent Directors and constituted the following committees: Audit Committee Members:Mr. Bimalendu Chakrabarti (Chairman) Mr. Sunder Shyam Dua Mr. Ashok Kumar Chadha The Audit Committee was constituted at our Board meeting held on 10 November 2006 and was first reconstituted on 24 June 2009 and was again reconstituted on 1 January 2010. The purpose of the Audit Committee is to ensure the objectivity, credibility and correctness of our Company‟s financial reporting and disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters. Terms of reference / scope of the Audit Committee are: General Functions and Powers: a. Overview of our Company‟s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible and reflects a true and fair position of our Company. Recommending to the Board, the appointment, re-appointment and removal of external auditors, fixing of audit fee. Approval of payment to statutory auditors for any services rendered by the statutory auditors. Reviewing the annual financial statements before submission to the Board, focusing primarily on: o o o o o o o o o e. Any changes in accounting policies and practices and reasons for the same. Major accounting entries based on exercise of judgment by management. Qualifications in draft audit report. Significant adjustments arising out of audit. The going concern assumption. Compliance with accounting standards. Any related party transactions, i.e., transactions of our Company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may potentially conflict with the interests of Company in general. Matters required tobe included in the Directors‟ Responsibility Statement in terms of Section 217 (2AA) of the Companies Act. Compliance with listing and other legal requirements relating to financial statements.

b.

c. d.

Reviewing the adequacy of the internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. When money is raised through an issue, the Company shall disclose to the Audit Committee, the uses/applications of funds by major category (capital expenditure, sales and marketing, working capital etc) on a quarterly basis as part of their quarterly declaration of financial results. Further, on an annual basis, the Company shall prepare a statement of funds utilized for the purposes other than those stated in the offer document and place it before the audit committee. Such disclosures are to be made till such time that the full money raised through the issue has been fully spent. Discussion with internal auditors any significant findings and follow-up there on. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. Reviewing with management the performance of External and Internal Auditors and adequacy of Internal

f.

g. h.

i.

110

Control Systems. j. Discussion with statutory auditors before the audit commences on the nature and scope of audit as well as having post-audit discussions to ascertain any areas of concern. Reviewing with the management the quarterly financial statements before submission to the Board for approval. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

k.

l.

m. To review the functioning of the whistle blower mechanism. n. Carrying out any other function as and when required by the Board.

Information for review: 1. Management discussion and analysis of financial condition and results of operations. 2.Statement of significant related party transactions (as may be defined by the audit committee) submitted by management. 3. Management letters / letters of internal control weaknesses issued by the statutory auditors. 4. Internal audit reports relating to internal control weaknesses. 5. The appointment, removal and terms of remuneration of the Chief Internal Auditor. 6.The uses / application of funds raised through public issues, rights issues, preferential issues, etc. 7.Review of the financial statement of unlisted subsidiaries company(ies), in particular the investments made by them. Policy on Disclosures and Internal Procedure for Prevention of Insider Trading The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be applicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchanges. We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 1992 on listing of our Equity Shares. Shareholding of Directors in our Company Except as disclosed in this Draft Red Herring Prospectus, none of our Directors hold any Equity Shares in our Company. Interest of our Directors Mr. Mannoj Kumar Jain has been appointed as the Whole-time Director of our Company for a period of three years with effect from 10 November 2009 by virtue of an agreement dated 21 September 2009. Further, Mr. Ashok Kumar Chadha has been appointed as the Vice Chairman and Managing Director of our Company for a period of three years with effect from 1 July 2009. All the Directors, including Independent Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them under the Articles of Association. In addition, the compensation payable to Directors may include commission representing a percentage of profits subject to the limit prescribed under law. All the Directors, including Independent Directors, may also be deemed to be interested to the extent of Equity Shares, if any, already held by or that may be subscribed for and allotted to them or to the companies, firms and

111

trusts, in which they are interested as directors, members, partners and/or trustees, out of the present offer and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. The Directors may also be deemed to be interested to the extent of the fees and other payments that may be made to companies in which they are directors. The managerial remumeration for the whole-time directors is decided by the Board. The managerial remuneration consists of salaries, perquisites, allowances, contributions to provident funds and sitting fees (only in case of non-executive directors). For the 9 month period ended 31 December 2009, the Company has paid managerial remuneration of Rs 1,42,50,000 which includes salary of Rs 1,03,50,000 and perquisites, allowances, contributions to provident funds and others amounting to Rs 39,00,000. Agreement with Mr. Mannoj Kumar Jain Our Company has entered into an agreement dated 21 September 2009, appointing Mr. Mannoj Kumar Jain as Whole-time Director and Executive Chairman of our Company for a period of three years with effect from 10 November 2009. During the tenure of his appointment as the Whole-time Director, Mr. Mannoj Kumar Jain shall be entitled to the following:           Salary of INR 60,00,000 per annum. Commission as may be decided by the Board in accordance with the Schedule XIII of the Companies Act. In addition to the salary and allowances, Mr. Jain will be entitled to perquisites subject to a maximum of INR 24,00,000 per annum. House rent allowance Medical insurance and medical reimbursement. Leave travel allowance Personal accident insurance as per the rules of the Company. Bonus Club fees Reimbursements of expenses incurred for business related travelling, boarding and lodging

The agreement also provides for minimum remuneration to be paid as per Schedule XIII of the Companies Act even for any financial year, where the Company has no profits or inadequate profits. Under the terms of this agreement, either party is entitled to terminate this agreement by giving a prior written notice of six months or paying six month‟s salary in lieu thereof. Agreement with Mr. Ashok Kumar Chadha Our Company has entered into an agreement dated 24 June 2009, appointing Mr. Ashok Kumar Chadha as Whole-time Director designated as Vice Chairman and Managing Director of our Company for a period of three years with effect from 1 July 2009. During the tenure of his appointment as the Whole-time Director, Mr. Mannoj Kumar Jain shall be entitled to the following:           Salary of INR 78,00,000 per annum. Commission as may be decided by the Board in accordance with the Schedule XIII of the Companies Act. In addition to the salary and allowances, Mr. Chadha will be entitled to perquisites subject to a maximum of INR 52,00,000 per annum. House rent allowance Medical insurance and medical reimbursement. Leave travel allowance Personal accident insurance as per the rules of the Company. Bonus Club fees Reimbursements of expenses incurred for business related travelling, boarding and lodging

This agreement also provides for the minimum remuneration to be paid to Mr. Chadha as per Schedule XIII of the Companies Act, even where the Company has no profits or inadequate profits for any financial year. Under the terms of this agreement, either party is entitled to terminate this agreement by giving a prior written notice of

112

three months or paying three month‟s salary in lieu thereof. Further, 6,30,350 ESOPs have been issued to Mr. Chadha by the JainInfra ESOP Scheme approved by the Board of Directors of the Company on 1 January 2010 and the shareholders in the extra ordinary general meeting on 30 November 2009. We have not entered into any service agreements with any of our other Directors which provide for benefits upon termination of service. Changes in our Board of Directors in the last three years The following changes have occurred in Board of Directors of our Company in the last three years: Name of Director Mr.Bimalendu Chakrabarti Mr. Ashok Kumar Chadha Date of Appointment / Re-appointment 1 January 2010 24 June 2009 Date of Cessation NA NA Reason* Appointment Appointment

Mr. Sunder Shyam Dua 19 December 2009 NA Appointment Mr. Prem Prakash Sharma 08 September 2008 NA Appointment Mr. Prem Prakash Sharma NA 1 October 2009 Resignation Mr. Kalyan Kumar 19 February 2007 NA Appointment Chattopadhyay Mr. Kalyan Kumar NA 31 October 2007 Resignation Chattopadhyay Ms.Rekha Mannoj Jain 8 November 2006 NA Appointment Ms.Rekha Mannoj Jain NA 19 June 2010 Resignation Mr.Parmod Kumar Dhawan 8 November 2006 NA Appointment Mr.Parmod Kumar Dhawan NA 24 June 2009 Resignation * The resignations and consequent appointments were made to facilitate the reconstitution of the Board to respond to the changes in status and business of the Company. Key Managerial Personnel The Key Management Personnel of our Company as of the date of this Draft Red Herring Prospectus are as follows: 1. Mr. Krishna Kumar Chamaria - Chief Finacial Officer Mr. Krishna Kumar Chamaria is the Chief Financial Officer of our Company. He is responsible for the financial functions of the Company. He is a qualified chartered accountant and is admitted as a member to the Institute of Chartered Accountants of India since 1993. He is also fellow member of the Indian Institute of Company Secretaries since 1997. Prior to joining our Company, Mr Chamaria has worked in various organizations and has work experience of about 12 years. His last employment was at Dunlop India Limited, where he was Vice President – Corporate Strategy. Mr. Chamaria joined our Company on 1 February 2010 and is a permanent employee with us. His remuneration is Rs. 16,80,000 per annum. 2. Mr. Chandan Kanti Chowdhury - Chief Operating Officer Mr. Chandan Kanti Chowdhury is the Chief Operating Officer of our Company. He is responsible for all projects including, inter alia, preparation of tenders, project planning and monitoring the execution of projects. He holds a Bachelors degree in Mechanical Engineering from the University of Calcutta. He has more than 33 years of experience in the field of project management, business operations, marketing and human resource management. Prior to joining our Company, he was employed with M/s. Ramky Infrastructure Limited as the Chief Operating Officer-Eastern/Northern India, spearheading the operation of all divisions of Eastern and Northern India for Civil/Infrastructure projects. In the past, he had also worked at a senior level with other reputed organizations namely, NICCO and M/s Simon Carves India Limited, holding key managerial positions. Mr. Chowdhury joined our Company on 12 October 2009 and is a permanent employee with us. His remuneration is Rs.24,05,004 per annum.

113

3. Mr. Niloy Bhattacharya - Sr. Vice President – Infrastructure Mr. Niloy Bhattacharya is the Senior Vice President (Infrastructures) of our Company. He is responsible for project related activities. He holds a Bachelors degree in Civil Engineering from Nagpur University. He has also completed his MBA in Finance and Marketing from the University of Nagpur in 1994. He has over 20 years of experience and has worked with reputed organizations such as PMC Projects (India) Private Limited (Adani Group), Navi Mumbai SEZ Private Limited (Reliance Industries Group), Triveni Petrochem (P) Limited and Indo Rama Synthetics Limited. In his employment at Adani Group, he held the position of the head of projects planning and management. Mr. Bhattacharya joined our Company on 1 July 2009 and is a permanent employee with us. His remuneration for the last financial year was Rs.35,36,000 per annum. 4. Mr. P. Srinivas VP – Technical Mr. P. Srinivas is the Vice President (Technical) of our Company. He looks into the technical aspects of the projects of our Company. He holds a Bachelors degree in Chemical Engineering from the University of Andhra Pradesh. He is also a Diploma holder in Business Management in the year 2004 from ICFAI. Mr. Srinivas has over 23 years of experience in plant erection, commissioning and operations. Prior to joining this organization, he has worked with organizations such as Adhunik Metaliks Limited, Bhushan Power & Steel Ltd, Chambal Fertilisers & Chemicals Limited and Tata Chemicals Limited. Mr. Srinivas joined our Company on 2 December 2009 and is a permanent employee with us. His remuneration is Rs.19,00,000 per annum. 5. Mr. Manoj Kumar Sethia - Vice President – Accounts & MIS Mr. Manoj Kumar Sethia is the Vice President (Accounts) of our Company. He is responsible for handling the overall accounts and MIS functions including budgetary and cost control aspects of the Company. He is a qualified Cost Accountant from the Institute of Cost & Works Accountants of India. He has over 20 years of experience. Prior to joining our Company, he has worked with many reputed companies such as Sarda Plywood Limited, Woolworth India Limited, Computech International Limited, Shree Raghupati Jute Mills & Shree Arun Vanaspati Udyog Limited. In his employment with M/s Shree Arun Vanaspati Udyog Limited, he held the position of the Chief Executive - Finance and Commerce. He joined our Company on 30 September 2008 and is a permanent employee with us. His remuneration for the last financial year was Rs 11,30,000 per annum. 6. Mr. Rameshwar Prakash – Vice President – HR & IR Mr. Rameshwar Prakash is the Vice President (HR & IR) of our Company. He is responsible for our HR functions. He holds a degree of Masters in Arts in Personnel Management. He has experience in human resources, training and development and consultancy. He has been associated with organizations like National Thermal Power Corporation Limited, Confederation of Indian Industry, Lakshmi Precision Screws and HCMI Education. He has undertaken consulting assignments and has been associated with various management institutes and academic institutions. He joined our Company on 20 April 2010 and is a permanent employee with us. His remuneration is Rs 18,00,000 per annum. 7. Mr. J.K.Trivedi - Vice President - Projects Mr. J.K.Trivedi is the Vice President (Projects) of our Company. He is responsible for project related activities of the Company. He holds a Bachelors degree in Civil Engineering from M.I.T.S., Jiwaji University, Gwalior. He also holds a Masters degree in Engineering (Earthquake Engineering) in Structural Dynamics from I.I.T, Roorkee. Prior to working in this organization, Mr. Trivedi has work experience of 22 years and has worked in various other organizations such as Essel Infraprojects Limited and D.S. Construction Limited. He has joined our Company on 22 February 2010 and is a permanent employee with us. His remuneration is Rs. 26,25,000 per annum. 8. Mr. Raj Kumar Chandak - AVP – Operations Mr. Raj Kumar Chandak is the assistant Vice President (Operations) of our Company. He is responsible for the overall operations of the Company and the scope of his work encompasses project coordination, management of resources and funds. He is a qualified Chartered and Cost Accountant, from the Institute of Chartered Accountants of India and the Institute of Cost and Works Accountants of India. He specializes in corporate auditing and management advisory services in the financial sector and has over 13 years of experience. Prior to joining our Company, he has worked in companies such as Engo Tea India Limited, Crystal Cable Industries

114

Limited. Mr. Chandak joined our Company on 1 May 2008 and is a permanent employee with us. His remuneration for the last financial year was Rs.12,00,000 per annum. 9. Mr. Sumit Surana - Company Secretary & DGM Legal Mr. Sumit Surana is the Company Secretary and Deputy General Manager (Legal) of our Company. He is responsible for supervising the entire secretarial and related legal activities of our Company. He holds a Bachelors degree of Commerce. He also holds a Bachelors degree in Law and a Masters degree in Business Administration. Mr. Surana is also a qualified Company Secretary from the Institute of Company Secretaries of India. He has worked in companies such as Assam Company Limited and Shrachi group. Mr. Surana has about 7 years of work experience. He joined our Company on 1 January 2010 and is a permanent employee with us. His remuneration is Rs. 5,40,000 per annum. 10. Mr.Tarun Kumar Jain - GM – Finance Mr. Tarun Jain is the General Manager (Finance) of our Company. He is responsible for the supervision of the accounts and finance activities of the Company. He is a qualified Chartered Accountant from the Institute of Chartered Accountants of India. Prior to joining this organization, he has worked with various companies such as Shyam Sel Limited, Kesoram Spun Pipes & Foundries Limited and Shyam Ferro Alloys Limited. He has over 5 years of extensive experience in the finance sector with specific focus in industrial finance. He joined our Company on 1 August 2006 and is a permanent employee with us. His remuneration for the last financial year was Rs.12,00,000 per annum. 11. Mr. Rana Ghosh - General Manager – Materials Mr Rana Ghosh is the General Manager (Materials) of our Company. He is responsible for materials management, equipment logistics and after sales service at different project sites. He holds a Bachelors degree in Electrical Engineering from Regional Institute of Technology, Jamshedpur and also holds a Post Graduate Diploma in Business Management from Indian Institute of Social Welfare and Business Management, Kolkata in the year 1992. He has over 30 years of working experience and has worked in companies situated in India and abroad, namely Statfield Equipment Private Limited, Godrej Boyce & Manufacturing Company Limited, Tractors India Limited, Otobi Limited and Macneill Engineering Limited. In his last employment, he held the position of the General Manager with Macneill Engineering Limited and handled portfolios of marketing and production. His areas of interest include marketing, services, exports, purchase, production and administration. He joined our Company on 1 March 2007 and is a permanent employee with us. He has 3 years and 4 months of working experience in our Company. His remuneration for the last financial year was Rs. 7,09,200 per annum. Nature of any family relationship between the Key Managerial Personnel None of the Key Managerial Personnel are in any way related to each other. Shareholding of Key Managerial Personnel As on the date of this Draft Red Herring Prospectus, none of the Key Managerial Personnel hold any Equity Shares in our Company. ESOPs granted to our Key Managerial Personnel Except as disclosed in the section titled „Capital Structure‟ on page 23 of this Draft Red Herring Prospectus, there are no ESOPs granted to the Key Managerial Personnel of our Company. Bonus or Profit sharing plan for the Key Managerial Personnel There is no bonus or profit sharing plan for the key managerial personnel of our Company. Changes in Key Managerial Personnel The following are the changes in Key Managerial Personnel during the last three years:

115

Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9.

Names Mr. Sumit Surana Company Secretary & DGM - Legal Mr. A.K. Biswas Vice President & Projects Mr. A.K. Biswas Vice President & Projects Mr. Sunil Kumar Mall Vice President – Materials Mr. Sunil Kumar Mall Vice President – Materials Mr. P. Srinivas Vice President – Technical Mr. I. M. Choudhary Vice President – HR & IR Mr. I. M. Choudhary Vice President – HR & IR Mr. B.U. Nair Asst Vice President – Finance & Company Secretary Mr. B.U. Nair Asst Vice President – Finance & Company Secretary Mr. Chandan Kanti Chowdhury Chief Operating Officer Mr. Gautam Jain Vice President – Technical Mr. Gautam Jain Vice President – Technical Mr. R.K. Chakraborty Vice President – Humar Resource Mr. R.K. Chakraborty Vice President – Humar Resource Mr. Niloy Bhattacharya Sr. Vice President – Infrastructure Mr. Sumit Khetan President – Finance & Commercial Mr. Sumit Khetan President – Finance & Commercial Mr. Balaram Mukherjee Vice President – Building & Roads Mr. Balaram Mukherjee Vice President – Building & Roads Mr. Manoj Kumar Sethia Vice President – Accounts & MIS Mr. Pradip Sen Sr. Vice President – Corporate Affairs Mr. Pradip Sen Sr. Vice President – Corporate Affairs Mr. Pritish Chandra Bardhan Associate Vice President – Operations Mr. Pritish Chandra Bardhan Associate Vice President – Operations Mr. Aveek Panja Vice President - Infraprojects Mr. Aveek Panja Vice President - Infraprojects Mr. Krishna Kumar Chamaria

Appointment / Resignation 1 January 2010 6 January 2009 31 December 2009 3 December 2009 11 May 2010 2 December 2009 14 November 2009 25 January 2010 15 March 2007

Nature of Change Appointment Appointment Resignation Appointment Resignation Appointment Appointment Resignation Appointment

10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28.

12 November 2009 12 October 2009 30 March 2009 12 October 2009 7 September 2008 19 September 2009 01 July 2009 6 August 2008 11 April 2009 14 August 2008 12 February 2009 30 September 2008 15 April 2007 31 August 2008 8 July 2008 6 August 2008 9 April 2007 31 May 2008 1 November 2007

Resignation Appointment Appointment Resignation Appointment Resignation Appointment Appointment Resignation Appointment Resignation Appointment Appointment Resignation Appointment Resignation Appointment Resignation Appointment

116

Sr. No. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39.

Names Vice President – Finance & Strategy Mr. Krishna Kumar Chamaria Vice President – Finance & Strategy Mr. Krishna Kumar Chamaria Chief Financial Officer Mr. Harish Kumar Kandoi Sr. Vice President - Finance & Accounts Mr. Harish Kumar Kandoi Sr. Vice President - Finance & Accounts Mr. S. Goswami Vice President – Accounts & MIS Mr. S. Goswami Vice President – Accounts & MIS Mr. P.K. Ganguly Vice President – Project Mr. P.K. Ganguly Vice President – Project Mr. J.K. Trivedi Vice President - Project Mr. Raj Kumar Chandak Assistant Vice President – Operations Mr. R. Prakash Vice President – HR & IR

Appointment / Resignation 5 January 2008 1 February 2010 17 December 2007 17 February 2010 20 February 2007 11December 2007 23 June 2007 25 August 2007 22 February 2010 1 May 2008 20 April 2010

Nature of Change

Resignation Appointment Appointment Resignation Appointment Resignation Appointment Resignation Appointment Appointment Appointment

Payment or benefit to officers of the company (non salary related) Except as stated in this Draft Red Herring Prospectus, no amount or benefit has been paid or given or is intended to be paid or given during the preceding two years to any of its officers except for the normal remuneration paid to Directors, officers or employees since the incorporation of the Company.

117

MANAGEMENT STRUCTURE OF OUR COMPANY

Board of Directors

Chairman

Vice Chairman & MD

Company Secretary & DGM - Legal

CFO
Sr. VP Infrastructure

COO

VPAccounts & MIS

VP Projects

VP Technical

VP – HR & IR AVP Operations

GM Finance

GM Materials

118

OUR PROMOTERS AND GROUP COMPANIES Our Promoters

Mr. Mannoj Kumar Jain, Ms. Rekha Mannoj Jain, Smriti Food Park Private Limited, Tushita Builders Private Limited and Prakash Endeavours Private Limited are the Promoters of our Company. a. Mr. Mannoj Kumar Jain Mr. Mannoj Kumar Jain, age 36 years, is Executive Director and Chairman of Our Company. For further details, see “Our Management” on page 107 of this Draft Red Herring Prospectus. His driving license number 20200525094 and his passport number is H1953756. Address: 7, Iron Side Road, Kolkata - 700019, West Bengal

b.

Ms. Rekha Mannoj Jain Ms. Rekha Mannoj Jain, age 33 years. Her permanent account number is ACQPJ8875J and her passport number is H1953741. Address: 7, Iron Side Road, Kolkata - 700019, West Bengal

We confirm that the permanent account number, bank account number, and passport number of Mr. Mannoj Kumar Jain and Ms. Rekha Mannoj Jain has been submitted to BSE and NSE at the time of filing the Draft Red Herring Prospectus with them. c. Smriti Food Park Private Limited (“SFPPL”)

SFPPL, having CIN U15400WB2001PTC093665, was incorporated on 31 August 2001 under the Companies Act, 1956. SFPPL has its registered office situated at Pratap Market, Sevoke Road, Siliguri – 734 401, India. The promoters of SFPPL are Mr. Mannoj Kumar Jain and Ms. Rekha Mannoj Jain. Principal Business of SFPPL SFPPL has been formed primarily to manufacture, produce, process, prepare, crush grind, preserve, freeze, distillate, boil all kinds of fruits, vegetables, packed foods, powders etc. Board of Directors of SFPPL as 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Age 36 33 Position Director Director Director Since 20 September 2002 27 March 2004

Shareholding Pattern of SFPPL as of 31 May 2010

119

Name of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Jain Coke & Power Private Limited Jain Heavy Industries Private Limited Jain Technologies Private Limited Prakash Vanijya Private Limited Prakash Petrochemicals Private Limited Suraj Jain Janki Devi Jain Citiwings Highrise Private Limited Tushita Developers Private Limited Muladhar Developers Private Limited Sonata Construction Private Limited Vishuddhi Developers Private Limited Maroon Developers Private Limited Total Financial Performance: (Rs. in Lacs) Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) *

No. of Shares 246400 75000 70000 26000 16000 80000 70000 4800 4000 70000 96000 70000 86000 73700 80300 1068200

% 23.07 7.02 6.55 2.43 1.50 7.49 6.55 0.45 0.37 6.55 8.99 6.55 8.05 6.90 7.52 100.00

For the Financial Year ended 31st March 2007 2008 2009 99.82 99.82 99.82 160.19 165.19 70.00 524.04 523.57 601.72 68.50 78.30 68.29 -0.47 78.16 6.84 -0.05 7.83 78.55 79.00 77.29

*Share application money has also been considered for the calculation of Book Value.

Promise vs. Performance SFPPL has not made any public or rights issue since its inception. Other Information SFPPL is not listed on any Stock Exchange in India. SFPPL is neither a sick industrial company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. We confirm that the permanent account number, bank account number, company registration number and the address of the Registrar of Companies where SFPPL is registered have been submitted to BSE and NSE at the time of filing the Draft Red Herring Prospectus. d. Tushita Builders Private Limited (“Tushita”)

Tushita, having CIN U70101WB2004PTC098891, was incorporated on 18 June 2004 under the Companies Act, 1956. The registered office of Tushita at the time of incorporation was Pratap Market, Sevoke Road, Siliguri – 734 401 and the same has been changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata700017, India with effect from 3 July 2006. The promoters of Tushita are listed below under the head “Shareholding Pattern of Tushita”. Principal Business of Tushita The company is in the business of acquiring land, building or any rights over building sites. The company carries on the business of a contractor, builder, developer, sub contractor for setting up of all types of projects,

120

facilities to construct project facilities, industrial facilities including roads, bridges, highways, roadways, buildings, dams, rural water supply systems, airports, seaports, industrial plants and other related projects. Board of Directors of Tushita as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Age 36 33 Position Director Director Director Since 18 June 2004 18 June 2004

Shareholding Pattern of Tushita as of 31 May 2010 Name of Shareholders Mannoj Kumar Jain Manoj Kumar Jain & Sons HUF Rekha Mannoj Jain Prakash Endeavours Private Limited Jain Technologies Private Limited Prakash Vanijya Private Limited Vishuddhi Developers Private Limited Suave Construction Private Limited Swift Abhasan Private Limited Citiwings Highrise Private Limited Tushita Developers Private Limited Jain Coke & Power Private Limited Legacy Tower Private Limited Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) * (Rs. In Lacs) For the Financial Year ended 31st March 2007 2008 2009 116.60 116.60 116.60 318.00 328.10 324.10 577.25 580.39 542.39 1836.04 485.29 6.48 18.33 54.54 62.86 3.14 -38.00 6.20 0.27 -3.26 86.66 87.87 84.31 No. of Shares 117000 144000 10500 130000 100000 110000 75000 72000 120000 100000 107000 116000 125000 1326500 % 8.82 10.86 0.79 9.80 7.54 8.29 5.65 5.43 9.05 7.54 8.07 8.74 9.42 100.00

*Share application money has also been considered for the calculation of Book Value.

Promise vs. Performance Tushita has not made any public or rights issue since its inception. Other Information Tushita is not listed on any Stock Exchange in India. Tushita is neither a sick industrial company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. We confirm that the permanent account number, bank account number, company registration number and the address of the Registrar of Companies where Tushita is registered have been submitted to BSE and NSE at the time of filing the Draft Red Herring Prospectus with them. e. Prakash Endeavours Private Limited (“PEPL”)

PEPL, having CIN U45201WB2003PTC095769, was incorporated on 10 February 2003 under the Companies Act, 1956. PEPL has its registered office situated at Pratap Market, Sevoke Road, Siliguri–734 401, India. The promoters of PEPL are listed below under the head “Shareholding Pattern of PEPL”.

121

Principal Business of PEPL The company has been formed mainly to carry on the business of builders, promoters and developers of lands, building sites, townships, residential building, ownership flats, etc. Board of Directors of PEPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Debashis Guha Age 36 33 48 Position Director Executive Director Director Director Since 10 February 2003 10 February 2003 11 November 2009

Shareholding Pattern of PEPL as of 31 May 2010 Name of Shareholder Manoj Kumar Jain & Sons HUF Mannoj Kumar Jain Rekha Mannoj Jain Suraj Jain Tushita Builders Private Limited Jain Heavy Industries Private Limited Jain Coke & Power Private Limited Quantum Nirman Private Limited Maroon Developers Private Limited Dynamic Buildcon Private Limited Jain Technologies Private Limited Prakash Petrochemicals Private Limited Prakash Vanijya Private Limited Raj Kumar Chandak Total Financial Performance For the Financial Year ended 31st March 2007 2008 2009 68.50 68.50 68.50 64.00 92.00 450.00 249.51 210.01 210.01 0.00 0.00 0.00 38.77 16.76 33.94 11.51 (63.77) (58.84) 2.98 (9.31) (8.59) 55.77 50.54 94.22 No. of Shares 14000 113000 59000 18000 251020 100000 100000 100000 100000 35000 30000 90000 106000 4000 1120020 % 1.25 10.09 5.27 1.61 22.41 8.93 8.93 8.93 8.93 3.12 2.68 8.03 9.47 0.36 100.00

Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) *

*Share application money has also been considered for the calculation of Book Value.

Promise vs. Performance PEPL has not made any public or rights issue since its inception. Other Information PEPL is not listed on any Stock Exchange in India. PEPL is neither a sick industrial company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.

122

We confirm that the permanent account number, bank account number, company registration number and the address of the Registrar of Companies where PEPL is registered have been submitted to BSE and NSE at the time of filing the Draft Red Herring Prospectus with them.

123

GROUP COMPANIES 1. Jain Steel and Power Limited (“JSPL”)

JSPL was originally incorporated as a private limited company on 25 May 2004 under the Companies Act with the name Jain Sponge Private Limited vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West Bengal. The name of the company was subsequently changed to Jain Steel and Power Private Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Kolkata, West Bengal on 21 March 2005. Further, on 15 June 2005, with the approval of the Registrar of Companies located at Kolkata, West Bengal, the company was converted into a public company and and fresh certificate of incorporation was issued by the Registrar of Companies located at Kolkata, West Bengal. The registered office of JSPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700 017. The CIN of the company is U27102WB2004PLC098638. Principal Business of JSPL The principal business of JSPL is to set up various categories of plants and to carry on the business of manufacturers, producers, engineers, forgers, makers and otherwise for the manufacturing producing, extracting, treating or processing all types of steels, sponge iron, ferro alloys and other such products, and metal goods and any other by products which will be obtained in the process of manufacturing the above. Board of Directors of JSPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Ashok Kumar Chadha Shareholding Pattern of JSPL as of 31 May 2010 Name of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Jain Heavy Industries Private Limited Tushita Builders Private Limited Jain Technologies Private Limited Prakash Endeavours Private Limited Smriti Food Park Private Limited Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 411.73 500.00 500.00 1640.92 1994.00 1,994.00 49.77 49.81 49.81 No. of Shares 10000 10000 924000 1839000 1247000 487500 482500 5000000 % 0.20 0.20 18.48 36.78 24.94 9.75 9.65 100.00 Age 36 33 60 Position Managing Director Director Director Director Since 25 May 2004 25 May 2004 29 June 2009

JSPL is not listed on any Stock Exchange. JSPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 2. Prakash Petrochemicals Private Limited (“PPPL”)

124

PPPL was originally incorporated as a public company on 29 September 2004 under the Companies Act, 1956 with the name Prakash Petrochemicals Limited vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West Bengal. Thereafter, the company got converted into a private company after obtaining a written consent from the Central Government to that effect. Subsequently, the name of the company was changed from Prakash Petrochemicals Limited to Prakash Petrochemicals Private Limited and a fresh certificate of incorporation was obtained from the Registrar of Companies located at West Bengal, Kolkata on 19 March 2009. The registered office of PPPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700017. The CIN of the company is U23209WB2004PTC099988. Principal Business of PPPL PPPL carries on the business as manufacturers, producers, processors, makers, refiners, distillers, blenders, inventors, importers, exporters, traders, retailers, wholesalers, suppliers, packers, movers, preservers, stockists, agents sub agents, merchants, brokers or otherwise deal in petroleum and petro chemicals and other chemicals and any products, by products or derivatives thereof. Board of Directors of PPPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Shareholding Pattern of PPPL as of 31 May 2010 Name of Shareholder Mannoj Kumar Jain Rekha Mannoj Jain Jain Heavy Industries Private Limited Neptune Plaza Maker Private Limited Prakash Endeavours Private Limited Prakash Vanijya Private Limited Smriti Food Park Private Limited Trinity Nirman Private Limited Jain Coke & Power Private Limited Jain Technologies Private Limited Dynamic Buildcon Private Limited Citiwings Highrise Private Limited Suave Construction Private Limited Swift Abhasan Private Limited Dipak Das Lalit Soni Raj Kumar Chandak Sumit Goenka Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 37.00 37.00 37.00 128.00 128.00 129.32 3.00 (0.26) (0.24) 2.77 (0.07) (0.07) 0.36 No. of Shares 25100 24500 33300 26700 25000 33300 33300 30000 36700 6700 20000 30000 25000 20000 100 100 100 100 370000 % 6.78 6.62 9.00 7.22 6.76 9.00 9.00 8.11 9.92 1.81 5.41 8.11 6.76 5.41 0.03 0.03 0.03 0.03 100.00 Age 36 33 Position Director Director Director Since 29 September 2004 29 September 2004

125

Particulars Book Value (Rs.)

For the Financial Year ended 31st March 2007 2008 2009 44.21 44.16 44.93

PPPL is not listed on any Stock Exchange. PPPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 3. Prakash Vanijya Private Limited (“PVPL”)

PVPL was originally incorporated as a private limited company on 17 June 2004 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal The registered office of PVPL at the time of incorporation was Pratap Market, Sevoke Road, Silliguri – 734 401 and the same has been changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700 017, India with effect from 3 July 2006. The CIN of the PVPL is U36999WB2004PTC098870. Principal Business of PVPL PVPL has been formed primarily to carry on all or any business as exporters, importers, buyers, sellers, traders of grain, oil, cement, all types of building material, wooden items, electrical cables, switchgears, jute products, textiles, paper and stationery, sports goods, electronic products, sanitary ware, fruits, nuts, tea, coffee etc. Board of Directors of PVPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Raju Ghosh Mr. Sujit Sarkar Mr. Sunil Kumar Singh Shareholding Pattern of PVPL as of 31 May 2010 Name of Shareholder Mannoj Kumar Jain Rekha Mannoj Jain Jain Coke & Power Private Limited Neptune Plaza Maker Private Limited Prakash Endeavours Private Limited Jain Technologies Private Limited Jain Heavy Industries Private Limited Prakash Petrochemicals Private Limited Trinity Nirman Private Limited Dynamic Buildcon Private Limited Suave Construction Private Limited Swift Abhasan Private Limited Seven Heaven Infrastructure Private Limited Citiwings Highrise Private Limited Quantum Nirman Private Limited Total No. of Shares 10000 20000 160000 123000 165000 160000 106000 100000 100000 170000 167000 130000 150000 150000 50000 1761000 % 0.57 1.14 9.09 6.98 9.37 9.09 6.02 5.68 5.68 9.65 9.48 7.38 8.52 8.52 2.84 100.00 Age 36 33 28 57 34 Position Director Director Director Director Director Director Since 17 June 2004 17 June 2004 5 October 2009 5 October 2009 5 October 2009

Financial Performance Particulars Equity Share Capital Share Application Money (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 131.60 131.60 131.60 0.00 20.00 445.00

126

Particulars Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) *

For the Financial Year ended 31st March 2007 2008 2009 518.40 518.40 518.40 0.01 0.00 0.00 (0.94) (1.27) (1.00) (0.09) (0.10) (0.08) 49.16 50.62 82.87

*Share application money has also been considered for the calculation of Book Value.

PVPL is not listed on any Stock Exchange. PVPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 4. Jain Space Infra Venture Limited (“JSIVL”)

JSIVL was originally incorporated as a public company on 3 January 2007 with the name Jain Infra Venture Limited vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The name of company was subsequently changed from Jain Infra Venture Limited to Jain Space Infra Venture Limited with the approval of the Central Government and a fresh certificate of incorporation was issued by the Registrar of Companies, located at West Bengal, Kolkata on 25 June 2008. The registered office of JSIVL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700 017. The CIN of the company is U45200WB2007PLC112388. Principal Business of JSIVL JSIVL has been formed to primarily acquire, operate or develop land, building or other estate. The same may include the development of building sites by constructing, altering, improving, decorating, furnishing etc. hotels, multiplex complexes, shopping malls, houses, restaurants, markets, shops etc. and conveniences of all kinds by leasing, hiring other properties whether belonging to JSIVL or not, and providing services at the same. Board of directors of JSIVL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr Piyush Kumar Bhagat Mr. Binod Chand Kankaria Shareholding Pattern of JSIVL as of 31 May 2010 Name of Shareholder Mannoj Kumar Jain Rekha Mannoj Jain Raj Kumar Chandak Debasish Guha Sumit Goenka Dipak Das Binod Chand Kankaria Chandrakant Kankaria Sandeep Kankaria Aditya Kumar Kankaria Gaurav Kankaria Harsh Kankaria Kanta Devi Chordia Prassan Kumar Chordia Manisha Chordia Manoj Kumar Bhagat Piyush Kumar Bhagat Anuradha Bhagat No. of Shares 12500 12000 100 100 100 100 780 780 780 785 1560 1565 2000 2125 2125 2000 2000 1000 % 25.00 24.00 0.20 0.20 0.20 0.20 1.56 1.56 1.56 1.57 3.12 3.13 4.00 4.25 4.25 4.00 4.00 2.00 Age 36 33 51 54 Position Director Director Director Director Director Since 3 January 2007 3 January 2007 10 May 2008 10 May 2008

127

Name of Shareholder Vandana Bhagat Amritansh Bhagat Anant Bhagat Manoj Kumar Bhagat (HUF) Piyush Kumar Bhagat (HUF) Prakash Endeavours Private Limited Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) *

No. of Shares 1000 1500 1500 1500 2000 100 50000

% 2.00 3.00 3.00 3.00 4.00 0.20 100.00

(Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 5.00 5.00 5.00 0.00 60.00 10.00 9.87 129.40 29.52

*Share application money has also been considered for the calculation of Book Value.

JSIVL has not commenced commercial production as on 31 March 2009. JSIVL is not listed on any Stock Exchange. JSIVL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 5. Jain Infra Developers Private Limited (“JIDPL”)

JIDPL was originally incorporated as a public company on 3 January 2007 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal under the name Jain Infra Developers Limited. Thereafter, the company got converted into a private company after obtaining a written consent from the Central Government to that effect. Subsequently, the name of the company was changed from Jain Infra Developers Limited to Jain Infra Developers Private Limited and a fresh certificate of incorporation was issued by theRegistrar of Companies, Kolkata, West Bengal on 19 March 2009. The registered office of JIDPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017. The CIN of the company is U45200WB2007PTC112386. Principal Business of JIDPL To carry on the business to acquire, operate or develop land, building or other estate. The same may include the development of building sites by constructing, altering, improving, decorating, furnishing etc. hotels, multiplex complexes, shopping malls, houses, restaurants, markets, shops etc. and conveniences of all kinds by leasing, hiring other properties whether belonging to the Company or not, and providing services at the same. Board of directors of JIDPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Shareholding Pattern of JIDPL as of 31 May 2010 Name of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Debasish Guha Raj Kumar Chandak No. of Shares 25100 24500 100 100 % 50.20 49.00 0.20 0.20 Age 36 33 Position Director Director Director Since 3 January 2007 3 January 2007

128

Sumit Goenka Dipak Das Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.)

100 100 50000

0.20 0.20 100.00

(Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 5.00 5.00 5.00 (0.23) (0.46) 9.40 9.40 9.05

JIDPL is not listed on any Stock Exchange. JIDPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 6. Jain Energy Limited (“JEL”)

JEL was originally incorporated as a public company on 5 November 2004 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of JEL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017. The CIN of the company is U40101WB2004PLC100325. Principal Business of JEL To generate, accumulate, transmit or transact electricity power or other energy from conventional/ non conventional energy sources on a commercial basis and to lay down the infrastructure, and to manage, own or operate plants in relation to the same. To carry on in India or elsewhere, such business or otherwise deal in electric power generated from any source. To trade in power and other related operations, and to acquire concessions, facilities or licenses from the proper authorities for the performance of the above functions. Board of Directors of JEL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Shashi Kumar Mr. Ashok Kumar Chadha (Managing Director) Shareholding Pattern of JEL as of 31 May 2010 Name of Shareholders Sonata Construction Pvt. Ltd. Maroon Developers Pvt. Ltd. Prakash Petrochemicals Pvt. Ltd. Manoj Kumar Jain & Sons (HUF) Quantum Nirman Pvt. Ltd. Trinity Nirman Pvt. Ltd. Jain Coke & Power Pvt. Ltd. Prakash Vanijya Pvt. Ltd. Macro Tower Pvt. Ltd. Jain Heavy Industries Pvt. Ltd. Tushita Builders Pvt. Ltd. Prakash Endeavours Pvt. Ltd. No. of Shares 2937000 2850000 2506850 2500000 2466300 2291700 2234200 2200000 2099700 2000000 1939000 1508300 % 10.13 9.83 8.64 8.62 8.50 7.90 7.70 7.58 7.24 6.90 6.68 5.20 Age 36 33 64 60 Position Director Director Director Director Director Since 5 November 2004 5 November 2004 1 September 2008 26 June 2009

129

Name of Shareholders Smriti Food Park Pvt. Ltd. Mannoj Kumar Jain Rekha Mannoj Jain Jain Technologies Pvt. Ltd. D. K. Enterprise Mannoj Kumar Jain Debashis Guha Dipak Das Lalit Soni Sumit Goenka Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) *

No. of Shares 500000 491300 423500 39000 17000 500 300 300 300 300 29005550

% 1.72 1.69 1.46 0.13 0.06 0.002 0.001 0.001 0.001 0.001 100.0000

(Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 19.00 117.70 353.10 333.00 8.00 432.35 56.00 450.80 215.40 214.29 48.91 28.32

*Share application money has also been considered for the calculation of Book Value.

JEL has not commenced commercial production as on 31 March 2009. JEL is not listed on any Stock Exchange. JEL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 7. Jain Coke & Power Private Limited (“JCPPL”)

JCPPL was originally incorporated as a public company on 29 September 2004 under the Companies Act, 1956 with the name Jain Coke & Power Limited vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West Bengal. Thereafter, the company got converted into a private company after obtaining a written consent from the Central Government to that effect. Consequently, the name of the company was changed from Jain Coke & Power Limited to Jain Coke & Power Private Limited and a fresh certificate of incorporation was obtained from Registrar of Companies located at, Kolkata West Bengal on 12 March 2009. The registered office of JCPPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017. The CIN of the company is U23109WB2004PTC099987. Principal Business of JCPPL To generate, accumulate, transmit or transact electricity power or other energy from conventional/ non conventional energy sources on a commercial basis and to lay down the infrastructure, and to manage, own or operate plants in relation to the same. To carry on in India or elsewhere, such business or otherwise deal in electric power generated from any source. To trade in power and other related operations, and to acquire concessions, facilities or licenses from the proper authorities for the performance of the above functions. Board of Directors of JCPPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Shareholding Pattern of JCPPL as of 31 May 2010 Name of Shareholders No. of Shares % Age 36 33 Position Director Director Director Since 29 September 2004 29 September 2004

130

Mannoj Kumar Jain Rekha Mannoj Jain Prakash Vanijya Private Limited Prakash Endeavours Private Limited Prakash Petrochemicals Private Limited Smriti Food Park Private Limited Trinity Nirman Private Limited Citiwings Highrise Private Limited Jain Technologies Private Limited Jain Heavy Industries Private Limited Swift Abhasan Private Limited Legacy Tower Private Limited Dipak Das Lalit Soni Raj Kumar Chandak Sumit Goenka Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.)

25100 24500 42000 40000 51760 50000 40000 90000 38240 40000 50000 50000 100 100 100 100 542000

4.63 4.52 7.75 7.38 9.55 9.23 7.38 16.61 7.06 7.38 9.23 9.23 0.02 0.02 0.02 0.02 100.00

(Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 54.20 54.20 54.20 196.80 196.80 197.68 3.00 (0.33) (0.30) 2.72 (0.06) (0.06) 0.50 45.95 45.92 46.45

JCPPL is not listed on any Stock Exchange. JCPPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 8. Bengal Infrastructure Development Private Limited (“BIDPL”)

BIDPL was originally incorporated as a public company on 27 December 2005 under the Companies Act, 1956 with the name Bengal Infrastructure Development Limited vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal, Thereafter, the company got converted into a private company after obtaining a written consent from the Central Government to that effect. Consequently, the name of the company was changed from Bengal Infrastructure Development Limited to Bengal Infrastructure Development Private Limited and a fresh certificate of incorporation was obtained from Registrar of Companies located at Kolkata, West Bengal on 9 March 2009. The registered office of BIDPL is located at Pratap Market, Sevoke Road, Siliguri - 734 401. The CIN of the company is U45400WB2005PTC106917. Principal Business of BIDPL To carry on the business of real estate developers, builders, promoters, architects and take up the work of construction of buildings, offices, houses, townships, power projects, turn key projects, interior decoration, etc and carry on real estate business and construction business by purchase, lease exchange, invest deal hire, or act as brokers and agents of any tenure or description and any estate or interest therein. Board of directors of BIDPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Age 36 33 Position Director Director Director Since 27 December 2005 27 December 2005

131

Shareholding Pattern of BIDPL as of 31 May 2010 Name of Shareholders Mannoj Kumar Jain Smriti Food Park Private Limited Prakash Endeavours Private Limited Rekha Mannoj Jain Jain Technologies Private Limited Citiwings Highrise Private Limited Jain Heavy Industries Private Limited Jain Coke & Power Private Limited Dynamic Buildcon Private Limited Maroon Deveopers Private Limited Sumit Goenka Debasish Guha Lalit Soni Raj Kumar Chandak Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) * (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 6.99 6.99 6.99 0.00 55.00 55.00 3.40 82.09 82.09 No. of Shares 47600 10000 5000 2000 10000 5000 10000 10000 10000 10000 100 100 100 5000 124900 % 38.11 8.01 4.00 1.60 8.01 4.00 8.01 8.01 8.01 8.01 0.08 0.08 0.08 4.00 100.00

*Share application money has also been considered for the calculation of Book Value.

BIDPL is not listed on any Stock Exchange. BIDPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 9. MK Media Private Limited (“MKMPL”)

MKMPL was originally incorporated as a private limited company on 7 April 2008 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West Bengal The registered office of MKMPL is located at “Premlata Building”, 4 th Floor, 39, Shakespeare Sarani, Kolkata700 017. The CIN of the company is U22300WB2008PTC124791. Principal Business of MKMPL To carry on the business of broadcasting, telecasting, remote censoring, audio-visualising games, films, drama, theatre, etc; advertising, advertisement contractors/designers, of exhibitions, seminars or dealers in picture, art works, paintings; advertising printing, circulating of newspapers, magazines, books, calendars, and sell advertising time or space on any radio station, television centre, internet, etc. Board of directors of MKMPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Mr. Debashis Guha Mr. Binit Tainani Mr. Sujit Sarkar Mr. Sourin Ghosh Age 36 48 32 57 34 Position Director Director Director Director Director Director Since 7 April 2008 21 February 2009 12 October 2009 12 October 2009 12 October 2009

132

Shareholding Pattern of MKMPL as of 31 May 2010 Name of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 N.A N.A 333.95 N.A N.A N.A N.A N.A N.A 6.15 N.A N.A N.A N.A (10.69) N.A N.A (0.32) N.A N.A 9.59 No. of Shares 2926500 1013000 3939500 % 74.29 25.71 100.00

MKMPL is not listed on any Stock Exchange. MKMPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 10. Jain Technologies Private Limited (“JTPL”)

JTPL was originally incorporated as a private limited company on 28 June 2004, under the Companies Act,1956 with the name Tushita Technologies Private Limited vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The name of the company was subsequently changed from Tushita Technologies Private Limited to Jain Technologies Private Limited with the approval of the Central Government and a fresh certificate of incorporation was issued by the Registrar of Companies, located at, Kolkata, West Bengal on 28 November 2008. The registered office at the time of incorporation was Pratap Market, Sevoke Road, Siliguri – 734 401, which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017 with effect from 3 July 2006. The CIN of the company is U72200WB2004PTC098978. Principal Business of JTPL To carry on the business of to design, develop, manufacture computers and peripheral equipment and purchase, sell, hire lease and maintain communications systems and aids of all kind of machinery and electronic devices and carry on the business of computer bureau and to computer consultants and any other kind of service of facility relating to computers and computer programming. Board of directors of JTPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Raju Ghosh Mr. Sujit Sarkar Mr. Binit Tainani Shareholding Pattern of JTPL as of 31 May 2010 Name of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Prakash Petrochemicals Private Limited Jain Coke & Power Private Limited No. of Shares 10000 10000 80000 80000 % 1.10 1.10 8.82 8.82 36 33 28 57 32 Age Position Director Director Director Director Director Director Since 28 June 2004 28 June 2004 6 October 2008 6 October 2008 6 October 2008

133

Neptune Plaza Maker Private Limited Prakash Endeavours Private Limited Prakash Vanijya Private Limited Smriti Food Park Private Limited Trinity Nirman Private Limited Citiwings Highrise Private Limited Dynamic Buildcon Private Limited Sonata Construction Private Limited Quantum Nirman Private Limited Swift Abhasan Private Limited Sanjha Ghar Nirmaan Private Limited Jain Heavy Industries Private Limited Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) *

50000 80000 40000 77000 40000 60000 60000 70000 70000 40000 60000 80000 907000

5.51 8.82 4.41 8.49 4.41 6.62 6.62 7.72 7.72 4.41 6.62 8.82 100.00

(Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 84.70 84.70 84.70 171.00 181.00 170.00 330.80 330.80 330.80 (0.51) (18.92) (0.49) (0.06) (2.23) (0.06) 68.99 67.97 66.66

*Share application money has also been considered for the calculation of Book Value.

JTPL is not listed on any Stock Exchange. JTPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 11. Jain Heavy Industries Private Limited (“JHIPL”)

JHIPL was originally incorporated as a private limited company on 17 June 2004 under the Companies Act,1956 with the name Tushita Heavy Industries Private Limited vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The name of the company was changed from Tushita Heavy Industries Private Limited to Jain Heavy Industries Private Limited and a fresh certificate of incorporation was issued bt the Registrar of Companies, located at West Bengal, Kolkata on 28 November 2008. The registered office at the time of incorporation was Pratap Market, Sevoke Road, Siliguri – 734 401, which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017 with effect from 3 July 2006. The CIN of the company is U29199WB2004PTC098869. Principal Business of JHIPL To carry on the business as manufacturers, producers, processors, buyers, sellers, retailers, inventors, jobbers, brokers, packers, movers, consignor or otherwise deal in machine used in heavy industries, automobile parts, industrial mining, agricultural and other machines and all types of tools, plants, equipment, instruments, general fittings and appliances of all description of alloy, glass, etc. Board of directors of JHIPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Shareholding Pattern of JHIPL as of 31 May 2010 36 33 Age Position Director Director Director Since 17 June 2004 17 June 2004

134

Name of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Jain Coke & Power Private Limited Neptune Plaza Maker Private Limited Prakash Endeavours Private Limited Prakash Vanijya Private Limited Smriti Food Park Private Limited Prakash Petrochemicals Private Limited Jain Technologies Private Limited Citiwings Highrise Private Limited Dynamic Buildcon Private Limited Maroon Developers Private Limited Suave Construction Private Limited Swift Awasan Private Limited Tushita Builders Private Limited Total Financial Performance

No. of Shares 10000 10000 91300 68000 86700 80000 60000 40000 80000 80000 140000 80000 90000 40000 58000 1014000

% 0.99 0.99 9.00 6.71 8.55 7.89 5.92 3.94 7.89 7.89 13.81 7.89 8.88 3.94 5.72 100.00

Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) *

(Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 95.60 95.60 95.60 58.00 62.00 58.00 374.40 374.40 374.40 (0.54) (8.40) (0.70) (0.06) (0.88) (0.07) 55.00 54.58 54.13

*Share application money has also been considered for the calculation of Book Value.

JHIPL is not listed on any Stock Exchange. JHIPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 12. Trinity Nirman Private Limited (“TNPL”)

TNPL was originally incorporated as a private limited company on 31 May 2007 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of TNPL at the time of incorporation was 72, Shakespeare Sarani, Kolkata – 700 017, which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017 with effect from 10 February 2009. The CIN of the company is U45400WB2007PTC116263. Principal Business of TNPL To carry on the business through consultancy management, lease, exchange, ownership, purchase or otherwise acquire deal in construct, warehouse, or any function of proprietors or real estate, shopping mall, apartment and immovable property of any kind or tenure or interest in the same and to develop, undertake, maintain, or do any work or furnish any building, hotels, complexes, hospitals or otherwise appropriate and carry on business as proprietors or finance or assist in financing the sale of houses, buildings, flats by way of hire purchase or deferred payment or otherwise and to finance the sale and maintenance of such property. Board of Directors of TNPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Age 36 33 Position Director Director Director Since 10 February 2009 10 February 2009

135

Shareholding Pattern of TNPL as of 31 May 2010 Name Of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Total Financial Performance (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 N.A 1.00 1.00 N.A N.A N.A N.A N.A (0.31) N.A (3.10) N.A 7.41 4.80 No. of Shares 5000 5000 10000 % 50.00 50.00 100.00

Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.)

TNPL is not listed on any Stock Exchange. TNPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 13. Odyssey Realtors Private Limited (“ORPL”)

ORPL was originally incorporated as a private limited company on 19 July 2007 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of ORPL at the time of incorporation was 72, Shakespeare Sarani, Kolkata – 700 017, which was changed to 18, A.P.C. Road, Ground Floor, Kolkata – 700009 with effect from 3 March 2010. The CIN of the company is U45400WB2007PTC117349. Principal Business of ORPL To carry on the business through consultancy management, lease, exchange, ownership, purchase or otherwise acquire deal in construct, warehouse, or any function of proprietors or real estate, shopping mall, apartment and immovable property of any kind or tenure or interest in the same and to develop, undertake, maintain, or do any work or furnish any building, hotels, complexes, hospitals or otherwise appropriate and carry on business as proprietors or finance or assist in financing the sale of houses, buildings, flats by way of hire purchase or deferred payment or otherwise and to finance the sale and maintenance of such property. Board of directors of ORPL as of 31 May 2010 Name Mr. Bijay Kumar Loyalka Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Ritwik Das Shareholding Pattern of ORPL as of 31 May 2010 Name of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Mr. Bijay Kumar Loyalka Mr. Ritwik das Total No. of Shares 2500 2500 2500 2500 10000 % 25.00 25.00 25.00 25.00 100.00 Age 63 36 33 33 Position Director Director Director Director Director Since 25 August 2007 25 August 2007 27 August 2008 25 August 2007

136

Financial Performance (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 N.A 1.00 1.00 N.A N.A N.A N.A N.A N.A N.A 7.64 7.64

Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.)

ORPL is not listed on any Stock Exchange. ORPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 14. Neptune Plaza Maker Private Limited (“NPMPL”)

NPMPL was originally incorporated as a private limited company on 31 May 2007 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West Bengal. The registered office of NPMPL at the time of incorporation was 72, Shakespeare Sarani, Kolkata – 700 017, which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017 with effect from 31 January 2009. The CIN of the company is U45400WB2007PTC116264. Principal Business of NPMPL To carry on the business through consultancy management, lease, exchange, ownership, purchase or otherwise acquire deal in construct, warehouse, or any function of proprietors or real estate, shopping mall, apartment and immovable property of any kind or tenure or interest in the same and to develop, undertake, maintain, or do any work or furnish any building, hotels, complexes, hospitals or otherwise appropriate and carry on business as proprietors or finance or assist in financing the sale of houses, buildings, flats by way of hire purchase or deferred payment or otherwise and to finance the sale and maintenance of such property. Board of directors of NPMPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Shareholding Pattern of NPMPL as of 31 May 2010 Names of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Total Financial Performance (Rs. in lacs) Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) 2007 N.A N.A N.A N.A N.A N.A N.A 2008 1.00 2009 1.00 (0.32) (3.20) No. of Shares 5000 5000 10000 % 50.00 50.00 100.00 Age 36 33 Position Director Director Director Since 31 January 2009 31 January 2009

137

Book Value (Rs.)

N.A

7.41

4.73

NPMPL is not listed on any Stock Exchange. NPMPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 15. Jain Renewable Energy Private Limited (“JREPL”)

JREPL was originally incorporated as a private limited company on 30 June 2008 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal, The registered office of JREPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata 700 017. The CIN of the company is U40200WB2008PTC127013. The Company is yet to commence commercial activity as on 31 March 2009. Principal Business of JREPL To carry on the business of generation, harnessing and distribution of power supply either by hydro, thermal, air diesel or through renewable source like solar wind mill or any other means by setting up power plants for all purposes for which electrical energy can be employed and to sell such power either directly, through transmission lines or otherwise for any industrial project financed by this company and furthermore to establish, equip and maintain power generation machinery and equipment and construct and establish power stations, boiler houses and other works necessary for generating and distributing electricity. Board of directors of JREPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Ashok Kumar Chadha Shareholding Pattern of JREPL as of 31 May 2010 Names of Shareholders Mannoj Kumar Jain Jt. Jain Energy Ltd. Jain Energy Limited Total Financial Performance (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 N.A N.A 1.00 N.A N.A 2.58 N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A 0.00 N.A N.A 19.50 No. of Shares 1 9999 10000 % 0.01 99.99 100.00 Age 36 33 60 Position Director Director Director Director Since 30 June 2008 30 June 2008 16 June 2009

Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) *

*Share application money has also been considered for the calculation of Book Value.

JREPL is not listed on any Stock Exchange. JREPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Jain Realty Limited (“JRL”)

16.

JRL was originally incorporated as a public company on 28 February 2007 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The

138

registered office of JRL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017. The CIN of the company is U45200WB2007PLC113740. Principal Business of JRL To carry on the business to acquire by purchase, lease or otherwise develop or operate land, building of any tenure or description including agricultural land quarries and any estate or interest therein and turn the same to account as may seem expedient by preparing building sites and by restructuring, altering or otherwise, malls, houses, multiplex complex and conveniences of all kinds by leasing, hiring of the same to manage land, building and other properties belonging to the company or not and to collect rent income and supply tenants and occupiers and carry on real estate business and construction. Board of directors of JRL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Ashok Kumar Chadha Shareholding Pattern of JRL as of 31 May 2010 Names of Shareholders Prakash Vanijya Pvt. Ltd. Jain Heavy Industries Pvt. Ltd. Jain Technologies Pvt. Ltd. Octagon Concrete Creation (P) Ltd. Mannoj Kumar Jain Rekha Mannoj Jain Suave Construction Pvt. Ltd. Dynamic Buildcon Pvt. Ltd. Citiwings Highrise Pvt. Ltd. Swift Abhasan Pvt. Ltd. Varsha Infrastructure Pvt. Ltd. Maroon Developers Pvt. Ltd. Neptune Plaza Maker Pvt. Ltd. Vishuddhi Developers Pvt. Ltd. Debasish Guha Raj Kumar Chandak Lalit Soni Dipak Das Tushita Builders Pvt. Ltd. Total Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) * (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 5.00 110.00 110.00 525.00 105.00 105.00 4.57 6.78 19.54 67.27 No. of Shares 500000 250000 250000 50000 1035100 24500 125000 125000 250000 150000 100000 69000 68610 80000 100 100 100 100 25000 3102610 % 16.12 8.06 8.06 1.61 33.36 0.79 4.03 4.03 8.06 4.83 3.22 2.22 2.21 2.58 0.003 0.003 0.003 0.003 0.81 100 Age 36 33 60 Position Director Director Director Director Since 28 February 2007 28 February 2007 16 June 2009

*Share application money has also been considered for the calculation of Book Value.

139

JRL is not listed on any Stock Exchange. JRL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Jain Power Limited (“JPL”)

17.

JPL was originally incorporated as a public company on 10 March 2008 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of JPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017. The CIN of the company is U40105WB2008PLC123914. Principal Business of JPL To carry on the business of producers, manufactures, suppliers transformers, convertors, carriers and dealers in electricity, all forms of energy and any products or by-products derived from this business or connected with any other forms of energy and otherwise acquire and dispose of steam, hydro or tidal, water, fuel handling equipment and machinery and any product or by-product derived from such business. Board of Directors of JPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Ashok Kumar Chadha Shareholding Pattern of JPL as of 31 May 2010 Names of Shareholder Mannoj Kumar Jain Rekha Mannoj Jain Prakash Endeavours Private Limited Debasish Guha Raj Kumar Chandak Sumit Goenka Dipak Das Total Financial Performance (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 N.A 5.00 5.00 N.A N.A N.A N.A N.A N.A N.A 8.84 8.70 No. of Shares 25000 24500 100 100 100 100 100 50000 % 50.00 49.00 0.20 0.20 0.20 0.20 0.20 100 Age 36 33 60 Position Director Director Director Director Since 10 March 2008 10 March 2008 16 June 2009

Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.)

JPL is not listed on any Stock Exchange. JPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Jain Natural Resources Limited (“JNRL”)

18.

JNRL was originally incorporated as a public company on 5 February 2008 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The

140

registered office of JNRL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017. The CIN of the company is U14290WB2008PLC122407. Principal Business of JNRL To carry on the business of purchase or otherwise acquiring any prospecting and exploring rights, mining rights in land anywhere in India believed to contain metallic and non-metallic minerals, hydrocarbons, refractory and non-refractory mineral and any other kind of ores and mineral which seem suitable or useful for any of the Company‟s objects and interests and further on dealing in any other manner with the above and environment management and reclamation and rehabilitation of mines and carry out refining, smelting of minerals, washing beneficiation etc. Board of Directors of JNRL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Ashok Kumar Chadha Shareholding Pattern of JNRL as of 31 May 2010 Names of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Prakash Endeavours Private Limited Raj Kumar Chandak Sumit Goenka Dipak Das Debasish Guha TOTAL Financial Performance Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 N.A 5.00 5.00 N.A N.A N.A N.A N.A N.A N.A 8.74 8.74 No.of shares 25000 24500 100 100 100 100 100 50000 % 50.00 49.00 0.20 0.20 0.20 0.20 0.20 100.00 Age 36 33 60 Position Director Director Director Director Since 5 February 2008 5 February 2008 16 June 2009

JNRL is not listed on any Stock Exchange. JNRL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 19. Jain Energy Trading Limited (“JETL”)

JETL was originally incorporated as a public company on 26 May 2008 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of JETL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017. The CIN of the company is U40107WB2008PLC126122. Principal Business of JETL To carry on business of purchase and sale of all forms of electrical power, conventional and non-conventional and deal with electrical energy in all aspects without prejudice to generality of the above functions of the

141

Company. Also to plan and establish reliable power trading system, policies and procedures towards procurement, transfer/wheeling of power from supply generating companies within and outside India and to promote and take up developmental work, selection and establishment of independent power producers and to provide them with the necessary services. Board of Directors of JETL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Ashok Kumar Chadha Shareholding Pattern of JETL as of 31 May 2010 Names of Shareholders Mannoj Kumar Jain Rekha Mannoj Jain Prakash Endeavours Private Limited Debasish Guha Raj Kumar Chandak Sumit Goenka Dipak Das Total Financial Performance Particulars Equity Share Capital Share Application Money* Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) (Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 N.A N.A 5.00 N.A N.A 0.58 N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A 10.00 No. of Shares 25000 24500 100 100 100 100 100 50000 % 50.00 49.00 0.20 0.20 0.20 0.20 0.20 100 Age 36 33 60 Position Director Director Director Director Since 26 May 2008 26 May 2008 16 June 2009

*Share application money has also been considered for the calculation of Book Value.

JETL is not listed on any Stock Exchange. JETL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 20. Global Scape Infrastructure Private Limited (“GSIPL”)

GSIPL was originally incorporated as a private limited company on 4 January 2007 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of GSIPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata700 017. The CIN of the company is U45200WB2007PTC112426. Principal Business of GSIPL GSIPL is in the business of acquiring by purchase, lease or otherwise develop or operate land, building of any tenure or description including agricultural land quarries and any estate or interest therein and turn the same to account as may seem expedient by preparing building sites and by restructuring, altering or otherwise, malls, houses, multiplex complex and conveniences of all kinds by leasing, hiring of the same to manage land, building and other properties belonging to the company or not and to collect rent income and supply tenants and occupiers and carry on real estate business and construction. Board of Directors of GSIPL as of 31 May 2010 Name Age Position Director Since

142

Name Mr. Mannoj Kumar Jain Ms. Rekha Mannoj Jain Mr. Bijay Kumar Loyalka Mr. Ritwik Das Mr. Binit Tainani Shareholding Pattern of GSIPLL as of 31 May 2010 Names of Shareholders Bijay Kumar Loyalka Ritwik Das Mannoj Kumar Jain Rekha Mannoj Jain Total Financial Performance: Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.)

Age 36 33 63 33 32

Position Director Director Director Director Director

Director Since 4 January 2007 4 January 2007 4 January 2007 4 January 2007 20 October 2009

No. of Shares 2500 2500 2500 2500 10000

% 25.00 25.00 25.00 25.00 100

(Rs. in lacs) For the Financial Year ended 31st March 2007 2008 2009 1.00 1.00 1.00 (6.30) (6.30) (6.30)

GSIPL is not listed on any Stock Exchange. GSIPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. 21. Suraj Abasan Private Limited (“SAPL”)

SAPL was originally incorporated as a private limited company on 20 April 2005 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of SAPL is located at Pratap Market, Sevoke Road, Siliguri – 734 401. The CIN of the company is U70101WB2005PTC102788. Principal Business of SAPL SAPL is in the business of real estate, developers, builders, promoters architects, engineers, etc and taking up the work of construction of buildings, offices, road, bridges, dams, power projects, houses, electrical contracts, and otherwise. It also carries on the business of builders, contractors, promoters, designers, architects, consultants, brokers and otherwise of all types of buildings and structures and to develop, erect, install, improve, renovate, repair, demolish, all such buildings and structures, machineries, transport vehicles of any kind and to purchase, sale, develop or deal in all types of land, movable and immovable properties. Board of Directors of SAPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Mr. Suraj Jain Mr. Darshan Lal Jain Shareholding Pattern of SAPL as of 31 May 2010 Age 36 33 73 Position Director Director Director Director Since 29 November 2008 20 April 2005 20 April 2005

143

Names of Shareholders Darshan Lal Jain Suraj Kumar Jain Total Financial Performance

No. of Shares 5000 5000 10000

% 50.00 50.00 100.00

(Rs. in lacs) Particulars Equity Share Capital Share Application Money Reserves & Surplus (excluding revaluation Reserves) Sales Other Income Profit After Tax Earning Per Share (Rs.) Book Value (Rs.) * 2007 1.00 45.00 (0.06) (0.6) 456.82 2008 1.00 45.00 (0.06) (0.6) 456.72 2009 1.00 45.00 (0.06) (0.6) 456.5

*Share application money has also been considered for the calculation of Book Value.

SAPL is not a listed company. SAPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Jain Solar Energy Private Limited (“JSEPL”)

22.

JSEPL was incorporated on 18 March 2010 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of JSEPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017. The Corporate Identification Number of the JSEPL is U40107WB2010PTC143913. Principal Business of JSEPL The Company has been recently incorporated and JSEPL will be engaged in the solar power business. Board of Directors of JSEPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Mrs. Rekha Mannoj Jain Mr. Ashok Kumar Chadha Shareholding Pattern of JSEPL as of 31 May 2010 Names of Shareholders M/s Jain Energy Ltd. Mr. Mannoj Kumar Jain Jt M/s Jain Energy Limited Total No. of Shares 9999 1 10000 % Shareholding 99.99 0.01 100 Age 36 33 60 Position Director Director Director Director Since 18 March 2010 18 March 2010 20 March 2010

JSEPL is not listed on any Stock Exchange. JSEPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up 23. Glossy Developers Private Limited (“GDPL”)

GDPL was incorporated on 19 March 2010 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at, Kolkata, West Bengal. The registered office of GDPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700017. The Corporate Identification Number of the company is U70109WB2010PTC143975.

144

Principal Business of GDPL The Company has been recently incorporated and will be engaged in the business of real estate development and construction. Board of Directors of GDPL as of 31 May 2010 Name Mr. Mannoj Kumar Jain Mrs. Rekha Mannoj Jain Mr. Sunil Pandurang Mantri Mrs. Sarita Sunil Mantri Shareholding Pattern of GDPL as of 31 May 2010 Names of Shareholders Mr. Mannoj Kumar Jain Mrs. Rekha Mannoj Jain Mr. Sunil Pandurang Mantri Mrs. Sarita Sunil Mantri Total No. of Shares 5000 5000 5000 5000 20000 % 25.00 25.00 25.00 25.00 100 Age 36 33 39 37 Position Director Director Director Director Director Since 19 March 2010 19 March 2010 2 April 2010 2 April 2010

GDPL is not listed on any Stock Exchange. GDPL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Confirmations Our Promoters and Group Companies have confirmed that they have not been declared as a wilful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past and no proceedings pertaining to such penalties are pending against them. Additionally, none of the Promoters or Group Companies has been restrained from accessing the capital markets for any reasons by SEBI or any other authorities. In addition, none of the Promoter or Group Companies has a negative net worth as of the date of the respective last audited financial statements. Litigation For details relating to legal proceedings involving the Promoters and Group Companies, see “Outstanding Litigations and Defaults” beginning on page 252 of the Draft Red Herring Prospectus. Common Pursuits Some of the Group Companies and /or Promoter Group have common pursuits and are involved in the business of infrastructure. Tushita Builders Private Limited, Bengal Infrastructure Development Private Limited, Trinity Nirman Private Limited, Odyssey Realtors Private Limited, Neptune Plaza Maker Private Limited, Jain Realty Limited, Global Scape Infrastructure Private Limited, Suraj Abasan Private Limited, Jain Infra Developers Private Limited, Jain Space Infra Venture Limited, Prakash Endeavours Private Limited and Glossy Developers Private Limited are in the similar line of activity as that of the Company. We shall adopt necessary procedures and practices as permitted by law to address any conflict situations, as and when they may arise. For further details on the business of all such Group Companies in the similar line of business, please refer to our section titles “Group Companies on page 119 of the Draft Red Herring Prospectus. For, futher details on the related party transactions, to the extent of which our Company is involved, see “Related Party Transactions” on page 147 of the Draft Red Herring Prospectus. Sick Companies None of the Group Companies have become sick companies under the Sick Industrial Companies Act, 1985 and no winding up proceedings have been initiated against them. Further, no application has been made, in respect

145

of any of the Group Companies, to the Registrar of Companies for striking off ther names. Additionally, none of the Group Companies have become defunct in the past five years preceeding the filing of the Draft Red Herring Prospectus. Disassociation by our Promoters in the last three years There has been no disassociation by our Promoters in the last three years. For detalils of the Group Companies which have made loss or negative net worth during the past three years, see “Risk Factors” beginning on page xii of the Draft Red Herring Prospectus.

146

RELATED PARTY TRANSACTION For details of the standalone financials on related party transactions please see “Financial Statements – Related Party Transactions” beginning on page 175 of the Draft Red Herring Prospectus For details of the consolidated financials on related party transactions please see “Financial Statements – Related Party Transactions” beginning on page 209 of the Draft Red Herring Prospectus

147

DIVIDEND POLICY The declaration and payment of dividends will be recommended by our Board of Directors and approved by our shareholders, in their discretion, and will depend on a number of factors, including, but not limited to our earnings, capital requirements and overall financial position. Our Company has no stated dividend policy. In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the loan or financing arrangements we may enter into to finance our expansion plans and also the funding requirements for our expansion plans. For details of the dividend paid by the Company, see “Financial Statements – Auditor‟s Report” beginning on page 149 of the Draft Red Herring Prospectus.

148

SECTION V: FINANCIAL STATEMENTS AUDITORS REPORT: STANDALONE FINANCIALS To, The Board of Directors, JAIN INFRAPROJECTS LIMITED 39,Shakespeare Sarani Kolkata-700 017 Dear Sir, Reg: Proposed Public Offer of Jain Infraprojects Limited. Auditors‟ Report as required by Part II of Schedule II of the Companies Act ,1956 We have examined the financial information of Jain Infraprojects Limited(formerly Bengal Infrastructure Limited) („„the Company”) annexed hereto with this report for the purpose of inclusion in the Draft Red Herring Prospectus („DRHP‟).The financial information has been prepared in accordance with Paragraph B(1) of Part II of the Companies Act 1956,(„the Act”), the Securities and Exchange Board of India („SEBI‟) –Issue of capital and Disclosure Requirements Regulations 2009 ( the ICDR regulations ), the Guidance Note on Reports in Company Prospectus ( Revised) issued by the Institute of Chartered Accountants („ICAI‟) and term of engagement agreed upon by us with the Company. The information has been prepared by the Company and approved by the Board of Directors. A. Financial Information as per Audited Financial Statements i. The attached restated Statements of Assets and Liabilities as at December 31 st 2009, March 31st 2009 , March 31st 2008 ,March 31st 2007, March 31st 2006 and March 31st 2005.( Annexure I). The attached restated Statements of Profit & Loss account for the nine month period ended December 31st2009, and year ended March 31st 2009 , March 31st 2008 ,March 31st 2007, March 31st 2006 and March 31st 2005.(Annexure II). The attached restated Statements of Cash Flow for the nine month period ended December 31 st ,2009 and March 31st 2009, March 31st 2008 ,March 31st 2007,March 31st 2006 and March 31st 2005.(Annexure III). the significant accounting policies adopted by the Company as at and for the nine month period December 31,2009 and notes to the Restated Summary Statements (Annexure IV)

ii.

iii.

iv.

-collectively referred to as the „Restated Summary Statements” The Restated Consolidated Summary Statements have been extracted from audited financial statements of the Company as at and for the nine month period ended December 31 st 2009 and year ended March 31st 2009,March 31st 2008,March 31st 2007, March 31st 2006 and March 31st 2005 which have been approved by the Board of Directors. Further,  Audit of the financial statement as at and for the period ended 06.11.2006, year ended 31 st March 2006 and 31st March 2005 of the erstwhile partnership firm was conducted by M/s Sinhal & Associates, Chartered Accountants, being the auditor of the erstwhile partnership firm for the above period /years. Audit of the financial statement as at and for the period ended 31.12.2009 of the overseas branch was conducted by M/s Kaid Auditing Company, Chartered Accountants, being the auditor of the branch for the above period

and accordingly reliance has been placed on the financial statements audited and reported upon by the respective Auditor‟s for the said period/ years. B. Based on our examination on these Summary Statements, we state that

149

The restated profits have been arrived at after making such adjustments and regroupings as in our opinion are appropriate in the year/period to which they relate. The restated summary statements have to be read in conjunction with the significant accounting policies and the notes given in Annexure IV to this report. There are no prior period items which are required to be adjusted in the restated summary statements in the year/ period they relate. There are no qualifications in the auditor‟s report which require any adjustments in the summary statements.

C. Other Financial Information as per Audited Financial Statements: We have also examined the following financials relating to Company, which is based on the Restated Summary Statements/audited financial statements and approved by the Board of Directors for the purpose of inclusion herein: 1. 2. 3. 4. 5. 6. 7. 8. 9. Statement of Rate of Dividend- Annexure V Statement of Accounting Ratios-Annexure VI Statement of Capitalization as at 31st March 2009 and 31st December 2009 -Annexure -VII Statement of Tax Shelter- Annexure -VIII Statement of Loans and advances Annexure -IX Statement of Secured Loans - Annexure -X Statement of Unsecured Loans- Annexure -XI Statement of Investments- Annexure -XII Statements of Sundry Debtors- Annexure -XIII

10. Statement of Contingent Liabilities not provided for- Annexure -XIV 11. Statement of Related Party Transaction- Annexure -XV 12. Statement of Current Liabilities & Provisions- Annexure –XVI 13. Statement of Other Income- Annexure -XVII 14. Statement of DTL & DTA- Annexure -XVIII 15. Statement of Earning Per Share- Annexure -XIX In respect of the other „Financial Information‟ stated above we have relied upon the audited financial statements for period ended 06.11.2006, year ended 31 March 2006 and 31 March 2005 (the erst while partnership firm) which were audited and reported by M/s Sinhal & Associates, Chartered Accountants, as stated above. Incorporated in the restated summary statement are the financial statements of a branch opened in the United Arab Emirates on 5th March 2009. The account of the branch for the period 5 th March 2009 to 31st December 2009 have been audited by the auditor of the branch and accordingly reliance has been placed on the financial statements so audited and reported. The extract in respect to financial information for the period starting from 5 th March 2009 to 31st March 2009 and period starting from first 1st April 2009 to 31st December 2009 in respect to branch incorporated in the restated summary statement have been provided to us by the management from the audited financial information of the branch and accordingly we have placed our reliance on the financial information so provided by the management for the said periods.

150

In our opinion, the financial information of the Company as attached to this report, as mentioned in paragraph A, B and C above, read with significant accounting policies and notes enclosed in Annexure IV has been prepared in accordance with Part II of Schedule II of the Act and the Regulation issued by SEBI. We have no responsibility to update our report for events and circumstances occurring after date of the report. This report is in intended solely for your information and for inclusion in the Offer Document in connection with the proposed public offering of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent. For R.K.Chandak & Co Chartered Accountants

(Rajesh Kumar Chandak) Partner Membership No: 054637 Firm Registration Number: 319248E Dated: the day of June,2010 Place: Kolkata

151

ANNEXURE I STATEMENT OF ASSETS AND LIABILITIES
Sr . N o. A As at 31st December,20 09 4,712.68 749.69 3,962.99 3,962.99 49.70 29,271.53 24,663.56 3,304.99 12,869.82 70,109.90 31,671.56 3,305.26 285.00 368.70 19,571.33 55,201.85 18,920.74 2,521.39 16,413.79 14.44 18920.74

(Rs in lacs)
As at 31st March,2008 2,655.10 377.72 2,277.38 2,277.38 13,034.60 2,878.65 1,823.75 4,118.11 21,855.11 13,344.43 1,805.04 210.38 3,979.63 19,339.48 4,793.01 1,832.51 2,986.77 26.27 4793.01 As at 31st March,2007* 1816.30 256.53 1559.77 396.90 1,956.67 3673.87 3017.67 221.76 1,060.47 7,973.77 4276.74 382.12 28.31 170.69 2641.23 7499.09 2431.35 1734.38 699.99 3.02 2431.35 As at 31st March,2006 1466.65 180.10 1286.55 1,286.55 1475.61 135.82 76.31 339.85 2,027.59 1,520.62 31.09 146.43 352.02 2050.16 1263.98 1263.98 0.00 1263.98 As at 31st March,2005 1179.31 113.89 1065.42 1,065.42 353.11 1176.05 83.99 262.70 1,875.85 1240.36 103.09 137.36 610.98 2091.79 849.48 849.48 0.00 849.48

Particulars Fixed Assets Gross Block Less : Depreciation Net Block Capital Work in Progress Less : Revaluation Reserve Net Block after adjustment for Revaluation Reserve. Investment Current Assets, Loans & Advances Inventories Sundry Debtors Cash and Bank Balances Loans and Advances Total Liabilities and Provisions Secured Loans Unsecured Loans Share Application Money Deferred Tax Liability (Net) Current Liabilities & Provisions Total Net Worth (A+B+C-D) Represented by Equity Share Capital/Partners capital Reserves & Surplus Less : Miscellaneous Expenses ( To the extent not written off) Net Worth

As at 31st March,2009 4,631.09 563.65 4,067.44 4,067.44 49.70 20,930.79 8,504.20 2,057.42 7,486.85 38,979.26 17,190.78 1,144.78 307.51 11,723.12 30,366.19 12,730.21 2,315.39 10,434.33 19.51 12730.21

B C

D

E F

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited. As per our report Attached. For R.K. CHANDAK & CO Chartered Accountants Rajesh Kumar Chandak, Partner Membership No.054637 FRN No: -319248E Kolkata Dated: the 18th day of June, 2010. For and on Behalf of the Board of Directors Jain Infraprojects Limited Mannoj Kumar Jain Chairman Ashok Chadha Vice Chairman-cum- Managing Director Sumit Surana Company Secretary

152

ANNEXURE II STATEMENT OF PROFIT AND LOSS ACCOUNT
S r. N o. A For the period ended on 31st December,20 09 65,101.14 228.11 8,340.75 73,670.00 33,821.92 30,158.96 817.73 558.46 65,357.07 8,312.93 186.04 3,062.46 5,064.43 868.78 61.19 4,134.46 (9.00) 4,125.46 5,459.66 9,585.12 9,585.12 For the year ended on 31st March,2009 50,446.66 216.07 7,896.19 58,558.92 41,403.16 7,631.40 714.63 1,445.68 51,194.87 7,364.05 185.93 3,312.51 3,865.61 437.97 97.13 11.16 3,319.35 3,319.35 2,377.98 5,697.33 186.05 31.62 20.00 5,459.66 For the year ended on 31st March,2008 21,298.21 265.44 9,360.74 30,924.39 19,550.30 6,067.65 518.31 578.88 26,715.14 4,209.25 121.20 1,850.74 2,237.31 286.40 39.69 10.22 1,901.00 1,901.00 699.99 2,600.99 173.52 29.49 20.00 2,377.98 For the year ended on 31st March,2007* 10,468.66 35.89 2,198.25 12,702.80 7,551.58 2,674.22 822.35 305.55 11,353.70 1,349.10 80.81 297.91 970.38 301.92 24.26 4.01 640.19 (15.52) (146.42) 465.02 943.27 943.27 243.28 699.99

(Rs in lacs)
For the year ended on 31st March,2006 3,244.26 17.91 1,122.51 4,384.68 1,306.30 2,416.45 105.70 121.32 3,949.77 434.91 66.21 94.81 273.89 72.12 9.07 4.77 187.93 187.93 187.93 187.93 For the year ended on 31st March,2005 4,141.62 2.50 (395.91) 3,748.21 1,338.77 1,803.34 3.47 95.40 3,240.98 507.23 54.77 185.38 267.08 35.20 137.36 94.52 204.50 299.02 299.02 299.02

Particulars Income Gross Contract Receipts Other Income Increase(Decrease in Inventories) Total

Expenditure Raw Materials Consumed Other Contract Operating Expenses Staff Costs Administrative & Other Expenses Total C Net Profit before Interest, Depreciation, Tax and Extraordinary items Depreciation Interest & Financial Charges Profit / Loss before Tax but before Extra - ordinary Items Provision for Taxation - Current Tax - Deferred Tax - Fringe Benefit Tax D Profit / Loss after Tax but before Extra - ordinary Items Extra-ordinary Items Add/(Less) Taxation Adjustment Effect of change in accounting policy on account of deferred tax provisions Effect of change in accounting policy on account of Depreciation E Profit/Loss after Extraordinary Items Add: Balance b/f from last year Profit available for appropriation Proposed Dividend Tax thereon Transfer to General Reserve Less : Profit for the period ended 06/11/2006 Profit Transferred to Balance Sheet

B

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited.

153

For R.K. CHANDAK & CO Chartered Accountants Rajesh Kumar Chandak, Partner Membership No.054637 FRN No: -319248E Kolkata Dated: the 18th day of June, 2010.

For and on Behalf of the Board of Directors Jain Infraprojects Limited Mannoj Kumar Jain Chairman Ashok Chadha Vice Chairman-cum- Managing Director Sumit Surana Company Secretary

154

ANNEXURE III STATEMENT OF CASH FLOW (Rs in lacs)
Particulars Cash Flows from Operating Activities Net Profit before Taxation Adjustments for: Depreciation Interest/ Dividend Income Less : Adjustments Profit pertain to partnership firm transfer to partner’s capital account Effect of change in accounting policy on account of deferred tax provisions Effect of change in accounting policy on account of Depreciation Preliminary expenses Written off Interest Paid Loss on sale of Assets Provision for Gratuity & Leave encashment Operating Profit before Working Capital Changes Change in Trade and Other Receivables Change in Inventories Change in Current Liabilities Income-tax paid Preliminary Expenses Net Cash Flow from Operating Activities Cash Flow from Investing Activities Purchase of Fixed Assets Sale of Fixed Assets Capital Work- In- Progress Interest Received Investments Purchased Net Cash Flow used in Investing Activities Proceeds from Issuance of Capital Share Application Money Received Interest Paid Proceeds from Secured Loans Proceeds from Unsecured Loans Dividend Paid including Dividend Distribution Tax Net Cash Flow from Financing Activities Net increase in cash and cash equivalents Cash and Cash Equivalents (Opening Balance) Cash and Cash Equivalents (Closing Balance) For the period ended on 31st December,2009 5064.43 186.04 (109.56) 5.06 3062.46 (11.83) 8,196.60 (20,799.85) (8,340.74) 7,208.94 (751.48) (14,486.53) (81.59) 109.56 27.97 2,060.00 285.00 (3,062.46) 14,480.78 2,160.48 (217.67) 15706.13 1,247.57 2,057.42 3,304.99 For the year ended on 31st March,2009 3865.61 185.93 (145.52) 6.75 3312.51 29.18 7,254.46 (8,211.81) (7,896.19) 7,250.51 (782.46) (2,385.49) (1,975.99) 145.52 (49.70) (1,880.17) 4828.75 (3,312.51) 3,846.35 (660.25) (203.01) 4499.33 233.67 1,823.75 2,057.42 For the year ended on 31st March,2008 2237.31 121.20 (213.46) 6.75 1850.74 18.75 4,021.29 (2,597.16) (9,360.73) 820.02 (321.45) (30.00) (7,468.03) (838.80) 396.90 213.46 (228.44) 686.92 (28.31) (1,850.74) 9,067.68 1,422.91 9298.46 1,601.99 221.76 1,823.75 For the year ended on 31st March,2007* 970.38 80.81 (0.58) (243.28) (146.42) 465.02 0.75 297.91 14.03 1,438.62 (3,452.80) (2,198.26) 1982.82 (164.73) (3.77) (2,398.12) (426.06) 58.00 (396.90) 0.58 (764.38) 470.40 28.31 (297.91) 2,756.12 351.03 3307.95 145.45 76.31 221.76 For the year ended on 31st March,2006 273.89 66.21 (3.33) 94.81 431.58 963.08 (1,122.50) (300.64) (35.20) (63.68) (287.34) 3.33 (284.01) 226.56 (94.81) 280.26 (72.00) 340.01 (7.68) 83.99 76.31 For the year ended on 31st March,2005 267.08 54.77 (2.50) 185.38 504.73 (1,251.61) 395.91 386.68 35.71 (455.77) 2.50 (453.27) 95.35 (185.38) 410.05 75.00 395.02 (22.54) 106.53 83.99

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erst while Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited. For R.K. CHANDAK & CO For and on Behalf of the Board of Directors Chartered Accountants Jain Infraprojects Limited Rajesh Kumar Chandak, Mannoj Kumar Jain Partner Chairman Membership No.054637 FRN No: -319248E Ashok Chadha Kolkata Vice Chairman-cum- Managing Director Sumit Surana Dated: the 18th day of June, 2010. Company Secretary

155

Annexure IV Notes to the Restated Standalone Statement of Assets & Liabilities, Profit & Loss and Cash Flows, as restated under Indian GAAP, for Jain Infraprojects Limited. A. Background: Jain Infraprojects Limited (formerly Bengal Infrastructure Limited) , was formed on 7th November,2006,by converting Partnership firm M/s Bengal Construction Company (BCC) , carrying on and continuing the business of the said partnership firm uninterrupted together with the assets , properties and right and liabilities. The Company is primarily engaged in the business of Construction of Road, Bridge, Highway and Infrastructure Development etc. The restated standalone statements of assets and liabilities of the company as at December 31, 2009, March 31, 2009, March 31, 2008, March 31, 2007, March 31, 2006 and March 31, 2005, and the related restated standalone statements of Profits & Losses and Cash Flows(hereinafter collectively referred to as “Restated Standalone Statements“) have been prepared specifically for inclusion in the draft offer document to be filed by the company with the Securities and Exchange Board of India (SEBI) in connection with its proposed Initial Public Offering. These restated standalone summary statements have been prepared to comply in all material respect with the requirement of Schedule II to the Companies Act, 1956 (“The Act”) and the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines (“the SEBI Guidelines”) ,as amended from time to time.

B. Statement of Significant Accounting Policies adopted by the Company in the preparation of Financial Statements as at and for the nine month period ended December31, 2009:1. Basis Of Preparation Of Financial Statements: The financial statements are prepared under historical cost convention on going concern basis, using the accrual system of accounting in accordance with the accounting principles generally accepted in India (Indian GAAP) and the requirement of the Companies Act, 1956, including the mandatory Accounting Standards as prescribed by the Companies (Accounting Standard) Rules 2006. 2. Use of Estimates:The preparation of financial statements are in conformity with Generally Accepted Accounting Principles (GAAP) that requires the management of the company to make estimates and assumption that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the year. Example of such estimates include employee retirement benefit plans, provision for income tax, useful life of fixed assets etc. the difference between the actual results and estimates are recognized in the period in which such results are known or materialized. 3. Fixed Assets , Depreciation and Impairment of Assets:Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs relating to acquisition and installation of fixed assets are capitalized and include borrowing costs directly attributable to construction or acquisition of fixed assets, up to the date of asset is put to use. Depreciation on fixed assets has been provided as under:  Depreciation on fixed assets is provided on straight line method at the rates specified in schedule XIV of the Companies Act, 1956. Except for items for which 100% depreciation rates are applicable, depreciation on assets added/disposed of during the year has been provided on pro-rata basis with reference to the date of addition/disposal. The carrying amount of assets is reviewed at Balance Sheet date to determine, if there is any indication of impairment thereof based on external/internal factors and impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount which represent the greater of the net selling price of the assets and its value in use in assessing value in use, the estimated future cash flow are discounted to their present value based on an appropriate discount factor.

156

4.

Revenue Recognition:  Contract Revenue is recognized on the basis of work done and billed. Claims and counter claims (related to customers) including those under arbitration, are accounted for on their disposal. Other contract related claims are recognized when there is reasonable certainty as to their recoverability.

5.

Investments:Investments that are readily realizable and intended to be held for not more than a year are classified as current investment. All other investments are classified as long-term investment. Current investments, if any, are carried at lower of Cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary diminution in the value of the investment.

6.

Inventories:  Work in progress is valued at cost, which reflects works done but not certified and includes construction materials at sites and stores and spares. Cost of materials and stores and spares are determined at cost under FIFO basis.

7.

Foreign Currency Transactions:Foreign Currency transactions are translated at the exchange rate prevailing on the reporting date. Foreign currency monetary assets and liabilities are translated at the exchange rate prevailing at the balance sheet dates. Difference in the exchange rate is dealt with in the Income statement as they arise.

8.

Borrowing Cost:Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets up-to the date of the asset is put to use. All other borrowing costs are charged to Profit & Loss Account in the year in which they are incurred.

9.

Employee Benefits:Long Term Employee Benefits: Defined Contribution Plans:The company has Defined Contribution Plans for post employment benefit in the form of Provident Fund. Besides, the company also makes contribution to the Employees State Insurance Scheme. These plans constitute insured benefits as the company has no further obligation beyond making the contributions. The company‟s contributions to Defined Contributions Plans are charged to the Profit & Loss Account as incurred.  Defined Benefit Plans :The company has Defined Benefit Plan for post employment benefit in the form of Gratuity. Liability for Defined Benefit Plan is provided on the basis of valuation, at the Balance Sheet Date, carried out by independent actuary. The actuarial valuation method used by independent actuary for measuring the liability is the Projected Unit Credit Method.  Compensated Absences:Provision for compensated Absences is based on actuarial valuation carried out at Balance Sheet Date.   Termination benefits:Termination benefits are recognized as an expense as and when incurred. Actuarial gains and losses:Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions are recognized immediately in the Profit & Loss Account as income or expense.

10. Taxation:-

157

1. 2.

Provision for current tax is made on the assessable income/benefit in accordance with and at the rates specified under the Income Tax Act, 1961, as amended. In accordance with Accounting Standard 22 – Accounting for taxes on income, issued by the Institute of Chartered Accountants of India, Deferred Tax is recognized on timing difference being the difference between the taxable incomes and the accounting incomes that originate in one year and are capable of reversal in one or more subsequent periods. Deferred Tax Assets are recognized subject to the consideration of prudence and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be utilized. The tax effect is calculated on the accumulated timing difference at the year-end based on tax rates and laws enacted or substantially enacted on Balance Sheet date.

11. Earning Per Share (EPS):Basic earning per Share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the period is adjusted for events of fresh issue of shares during the year. For the purpose of calculating diluted Earning Per Share, the net profit or loss for the year attributable to equity shareholders and weighted average number of equity shares outstanding during the year is adjusted (if any) for the effects of all dilutive potential equity shares. 12. Provision, Contingent Liabilities and Contingent Assets :Provision comprises liabilities of uncertain timing or amount. Provisions involving substantial degree of estimation in measurement are recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Contingent Liabilities are disclosed by way of notes to accounts. Disputed demands in respect of Income Tax are disclosed as contingent liabilities. Payment in respects of such demand, if any, is shown as an advance, till the final outcome of the matter. Contingent assets are not recognized in the financial statements. 13. Claims:Price escalation claims and additional claims including those under arbitration are recognized as revenue when they are realized or receipts thereof are mutually settled or reasonably ascertained. 14. Start up Expenditure:Site start-up expenses are charged off in the year these are incurred. 15. Miscellaneous Expenditure:Preliminary expenses are written off equally over a period of five years. C. Statement of Adjustment in Profit & Loss Account arising out of changes in accounting policies and material adjustments relating to previous years/ Periods:-(Rs in lacs)
Sr.No. Particulars Profit after tax & extra ordinary item as per audited Financial Account Adj: 1) 2) 3) 4) Provision for Deferred Tax Provision for Income Tax Changes in Depreciation* Profit/ loss on Fixed Assets 01.04.09 to 31.12.09 4141.81 10.42 (26.77) 31.03.09 3659.12 6.60 (311.23) (35.14) 31.03.08 1632.97 27.78 315.22 (74.97) 31.03.07 587.17 (18.81) 0.46 25.87 (1.36) 31.03.06 137.37 (9.07) 31.03.05 96.19 (137.36) (35.20) -

158

Sr.No. 5) 6) 7)

Particulars Extra ordinary Depreciation W/O Deferred tax change during partnership Depreciation change from IT to Co 's Net total increase /decrease Net profit as per restated Profit & Loss Account

01.04.09 to 31.12.09 -

31.03.09 -

31.03.08 -

31.03.07 465.02 (146.43) 31.35

31.03.06 59.63 50.56 187.93

31.03.05 204.50 170.89 202.83 299.02

(16.35) 4125.46

(339.77) 3319.35

268.03 1901.00

356.10 943.27

* Since the company provided depreciation using Written Down Value Method for the period 07/11/2006 to 31/03/2007 on WDV value of the assets as on 06.11.2006 for the existing assets acquired at the time of conversion and such value was also considered as the cost of the assets for calculating depreciation under Straight Line Method from 01.04.2007 onwards whereas in restated financial statement, depreciation is provided on the actual cost of the assets.  Adjustment on account of changes in accounting policies:The status of the company till 06th November, 2006 was that of a partnership firm and it was converted as company under Companies Act, 1956 on 7 th November, 2006. 1. Depreciation: i) ii) Depreciation on Fixed Assets till 6th November, 2006 has been provided using Written down Value method at the rates and in the manner specified in the Income Tax Act, 1961. Depreciation for the period 7th November, 2006 to 31st March, 2007 has been charged using Written down Value Method at the rates specified in Schedule XIV of the Companies Act, 1956. The method of charging depreciation was changed to Straight Line Method in the Financial year 2007-08 and therefore for the year ended March 31, 2008 depreciation has been charged using Straight Line Method at the rates specified in Schedule XIV of the Companies Act, 1956 considering WDV as on 7th November, 2006 as cost of acquisition for the purpose of calculating depreciation. Consequent to the change in the method of depreciation, the amount charged as depreciation for the period 7th November 2006 to 31st March, 2007 was also revised. For the purpose of restated financial statement depreciation has been recalculated for all the respective financial year/ periods on the basis of straight-line method in accordance with the rates prescribed in schedule XIV of the Companies Act, 1956 on the cost at which the same were acquired. Current Tax & Fringe Benefit Tax:Provision was not made for the income tax in the accounts of the erstwhile partnership firm for some of the years. Accordingly, for the purpose of restated financial statements, provision for income tax and fringe benefit tax has been made for the earlier years/ periods on the basis of rates applicable to the entity for the respective periods/ years. Deferred Tax Expenses:As the Accounting Standard 22 “Accounting for taxes on income‟‟ issued by the Institute of Chartered Accountant of India was not applicable to enterprises other than companies up to the financial year ended 31st March, 2006, hence no provision was made by the erstwhile firm in its books. Accordingly, for the purpose of restated financial statements, provision for deferred tax has been made in earlier period/ years on the basis of rates applicable to the entity for the respective periods/ years. 4. Profit & Loss on sale of Fixed Assets:The status of the Company up to 6th November,2006 was of partnership firm, profit / (Loss) on sale of fixed assets was not determined and amount realized for sale of fixed assets was reduced from block of fixed assets in accordance with the Income Tax Act,1961. For the purpose of

iii)

iv)

2.

3.

159

restated financials statements, profit / (loss) on sale of Fixed Assets has been carried out in the respective years / periods. D. Notes to Accounts:a) Contingent Liabilities Contingent liabilities not provided for in respect of:
Particulars of liabilities ** Contingent liability in respect of guarantees and letter of credit given by banks on behalf of the Company. Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Jain Steel & Power Limited. Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Jain Realty Limited. Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Prakash Vanijya Private Limited.

(Rs. In lacs)
As at March 31, 2009 10982.63 As at March 31, 2008 2426.78 As at March 31, 2007 1336.59

As at December 31, 2009 15124.68

4264.00

4023.64

2800.00

2800.00

1994.52

1787.00

Nil

Nil

647.69

Nil

Nil

Nil

** Against such liability company pledged fixed deposit receipt towards margin. Particulars Pledged fixed deposit against LC & BG As at December 31, 2009 1494.55 As at March 31, 2009 976.43 As at March 31, 2008 556.28 (Rs. In lacs) As at March 31, 2007 103.31

Capital commitments: (Rs. In lacs) Particulars Estimated amount of contracts remaining to be executed on capital account and not provided for As at December 31, 2009 As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 376.00

 Disclosures under Micro, Small and Medium Enterprises Development Act, 2006. As per the intimation available with the company, there are no Micro, Small and Medium Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act,2006, to whom the Company owes dues on account of the Principle amount together with interest and accordingly no additional disclosure have been made. c)Managerial Remuneration. (Rs. In lacs) Particulars Period ended December 31,2009 103.50 Year ended March 31,2009 33.00 Year ended March 31,2008 41.15 Year ended March 31,2007 12.73 7.09

Salary Perquisites, allowances, 39.00 6.60 17.47 Contributions to PF & others. This remuneration does not include gratuity provided on the basis of actuarial valuation. d)Disclosure under Accounting Standard 15 (revised 2005) “Employee Benefits”:

160

The company has classified various employee benefits as under:i). Defined contribution Plans: The company has recognized the following amounts in the Profit & Loss Account for the year: (Rs. In lacs) Sl. No. 1. 2. Particulars Contribution to Provident Fund Contribution to Employee State Insurance Scheme Period ended December 31,2009 17.04 0.52 Year ended March 31,2009 17.99 0.68 Year ended March 31,2008 16.99 1.16 Year ended March 31,2007 1.81 -

ii). Defined Benefit Plans: Valuation in respect of Gratuity and Leave encashment has been carried out by independent actuary, as at balance sheet date based on the following assumptions: Sl. No. a b c Period ended December 31,2009 8% 5% Nil Year ended March 31,2009 8% 5% Nil Year ended March 31,2008 8% 5% Nil Year ended March 31,2007 -

Particulars Discount Rate per annum Rate of Increase in compensation levels Rate of return on plan assets Expected Average remaining working lives of employees in number of years

d

23.02

27.12

23.33

-

(Rs. In lacs) Gratuity Particulars Projected benefits obligation at the beginning of the Year Current service cost Interest Cost Actuarial loss/(Gains) Benefit paid Projected benefit obligation at the end of the year Amounts recognized in the balance sheet Projected benefit obligation at the end of the year Fair Value of Plan assets at the end of the year Funded Status of the plan- (Assets)/Liability Cost for the Year Current service cost Interest Cost Expected Return On Plan assets Net actuarial(Gain)Loss recognized in the year Net Cost Period ended December 31,2009 22.36 8.26 1.05 (18.96) Nil 12.71 12.71 Nil 12.71 8.26 1.05 Nil (18.96) (9.65) Year ended March 31,2009 11.35 14.36 1.35 (4.70) Nil 22.36 22.36 Nil 22.36 14.36 1.35 Nil (4.70) 11.01 Year ended March 31,2008 0.34 11.28 0.47 (0.74) Nil 11.35 11.35 Nil 11.35 11.28 0.47 Nil (0.75) 11.00 Year ended March 31,2007 -

161

Particulars Projected benefits obligation at the beginning of the Year Current service cost Interest Cost Actuarial loss/(Gains) Benefit paid Projected benefit obligation at the end of the year Amounts recognized in the balance sheet Projected benefit obligation at the end of the year Fair Value of Plan assets at the end of the year Funded Status of the plan- (Assets)/Liability Cost for the Year Current service cost Interest Cost Expected Return On Plan assets Net actuarial(Gain)Loss recognized in the year Net Cost

Period ended December 31,2009 24.00 4.35 1.37 (5.23) (2.67) 21.82 21.82 Nil 21.82 4.35 1.37 Nil (5.23) 0.50

Leave Encashment (Rs. In lacs) Year Year ended Year ended ended March March March 31,2009 31,2007 31,2008 7.40 9.37 1.26 7.54 (1.57) 24.00 24.00 Nil 24.00 9.37 1.26 Nil 7.54 18.17 1.97 4.00 0.37 1.06 Nil 7.40 7.40 Nil 7.40 4.00 0.37 Nil 1.06 5.43 -

For the year ended on 31st March, 2007 Company did not provided for gratuity as none of the employee has completed required number of days in service, Similarly , leave salary has not been provided, as the same has not accrued as per terms of appointment. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. Since the Company has not funded its gratuity liability and leave encashment there are no returns on the planned assets and hence the details related to changes in fair value of assets have not been given.

e) Earnings per Share (EPS) Basic and diluted EPS has been computed by dividing the net profit after tax for the year attributable to equity shareholders by weighted average number of equity shares outstanding during the year. Calculation of EPS (Basic and Diluted) Particulars Nominal Value of Equity Share (Rs. per share) Total No of equity shares outstanding at the beginning of the year Add: Issue of equity shares on Preferential basis. Total Number of Equity shares outstanding at the end of the year. Weighted average number of Equity Shares outstanding at the end of the year. Period ended December 31,2009 10.00 2,31,53,850 20,60,000 2,52,13,850 2,39,32,905 Year ended March 31,2009 10.00 1,83,25,100 48,28,750 2,31,53,850 1,86,05,186 Year ended March 31,2008 10.00 1,73,43,780 9,81,320 1,83,25,100 1,73,51,824 For the period ended March,2007 10.00 0.00 1,73,43,780 1,73,43,780 51,71,441

162

Particulars Net Profit after tax for the purpose of EPS. (Rs. In lacs.) EPS-Basic and Diluted (Rs.)

Period ended December 31,2009 4134.46 17.28

Year ended March 31,2009 3319.34 17.84

Year ended March 31,2008 1901.00 10.96

For the period ended March,2007 381.40* 7.38

Since the company did not have any dilutive securities, the basic and diluted earning per share are the same. * Profit for the period 7th November, 2006 to 31st March, 2007 has been considered for the computation of earning per share. f) Secured Loan:

Working capital facilities from banks are secured by way of hypothecation of materials at site, work-inprogress, receivables and other current assets, both present and future. The facilities are also secured by personal guarantee of two directors of the company. The credit facilities are also collaterally secured by Immovable properties/hypothecation of unencumbered equipments and corporate guarantee of owners of those properties. Equipments Finance from banks and others are secured against hypothecation of specific asset purchased from that loan and personal guarantee of one director of company. Secured Loan repayable within one year is given in the table below year wise:YEAR Ended on 31st March,2007 Ended on 31st March, 2008 Ended on 31st March,2009 Period Ended on 31st December,2009 AMOUNT (Rs. In lakhs) 239.45 1795.01 1053.25 779.44

g) Unsecured Loan:Unsecured Loan includes interest accrued and provided thereon. h). Deferred Tax Liability The significant component and classification of deferred tax liability on account of timing difference are: (Rs. In lacs) Period ended December 31,2009 1084.42 -0.29 1084.71 368.70 Year ended March 31,2009 902.40 -2.28 904.68 307.51 Year ended March 31,2008 645.37 26.45 618.92 210.38 Year ended March 31,2007 507.08 507.08 170.69

Particulars Difference in WDV of Fixed Assets as per Tax Book and financial Books. Less: Reversal of Timing Difference during the period of 80 IA Benefit Net Timing Difference Deferred tax Liability

i) Segment Reporting:The company has a single segment namely “Core Infrastructure”. Therefore, the company‟s business does not fall under different business segments as defined by “AS-17 “Segment Reporting” issued by the Institute of Chartered Accountants of India. j) Foreign Exchange Earnings and Outgo:(Rs. In lacs)

163

Particulars Traveling Expenditure

Period ended December 31,2009 Nil

Year ended March 31,2009 14.16

Year ended March 31,2008 Nil

Year ended March 31,2007 Nil

k) Balances of the Debtors, Creditors and Loans and Advances in the accounts are subject to confirmation and the balances are shown as net off to the extent applicable.

l) Tax Deducted at Source on Gross Bill Works are subject to reconciliation with respective certificates and gross bill works. m) Pursuant to Accounting Standard – AS 28 – Impairment of Assets issued by the Institute of Chartered Accountants of India, the company has assessed its fixed assets for impairment as at March 31, 2009 and concluded that there has been no significant impaired fixed asset that needs to be recognized in the book of accounts.

n) The Provision for Taxation for the company has been made considering the profits for the period ended on December 31, 2009, which will be finalized based on profit for the year ended on 31 st March, 2010.

o) Related parties are as identified & certified by the management and verified by the auditor. p) The “Other Income” as Recurring and Non-Recurring is based on business operations and business activities as determined by the Management.

q) On March 18, 2008, the Company was subjected to a search/ survey under section 132 and 133 of the Income Tax Act, 1961. During the course of this search / survey, the Income Tax Authorities have taken custody of certain documents / records and recorded statement of certain officials of the company. r) Information pursuant to provisions of paragraphs 3 and 4 of the part II of Schedule VI to the Companies Act, 1956 is not applicable as the organization is a construction company. s) Previous year figures has been regrouped and/or rearranged wherever required.

As per our report Attached. For R.K. CHANDAK & CO Chartered Accountants Rajesh Kumar Chandak, Partner Membership No.054637 FRN No: -319248E Kolkata Dated: the 18th day of June, 2010. For and on Behalf of the Board of Directors Jain Infraprojects Limited Mannoj Kumar Jain Chairman Ashok Chadha Vice Chairman-cum- Managing Director Sumit Surana Company Secretary

164

Annexure – V STATEMENT OF DIVIDEND Dec. 31 ,2009 Year ended March 31, 2009 2008 2007

Particulars Equity Shares Paid Up Share Capital (Rs. In Lacs) Face Value (Rs.) Rate of Dividend (%) Dividend Amount (Rs. In Lacs ) Corporate Dividend Tax (Rs. In Lacs )

2521.39 10.00 -

2,315.39 10.00 10.00 186.05 31.62

1,832.51 10.00 10.00 173.52 29.49 18,325,100

1734.38 10.00 17,343,780

25,213,850 23,153,850 No. of Equity Share of Rs. 10 Each Dividend has been declared on pro rata basis for the shares held for the period.

165

ANNEXURE VI SUMMARY OF ACCOUNTING RATIO:Year ended March 31, Particulars Basic & Diluted Earning Per Share ( EPS ) Return on Net Worth( % ) Net Assets Value Per Share (Rs.) Profit after Tax (Rs. In Lacs ) Net Worth (Rs. In Lacs ) Weighted Average No. of Shares Outstanding No. of Shares Outstanding Dec. 31, 2009 2009 17.28 21.85 79.06 4,134.46 18920.74 2,39,32.905 2,52,13,850 17.84 26.07 68.42 3,319.34 12730.21 1,86,05,186 2,31,53,850 2008 10.96 39.66 27.62 1,901.00 4793.01 1,73,51,824 1,83,25,100 2007 7.38 26.33 47.01 640.19 2431.35 51,71,441 1,73,43,780

Note: The above ratios have been computed as below: Earning Per Share Return on Net Worth ( % ) Net Asset Value Per Share (Rs.) Profit after tax Weighted average No. of equity shares outstanding during the year Profit after tax Net Worth at the end of year Net Worth at the end of the year Weighted average no. of equity share outstanding at the end of the year

* Profit for the period 7th November, 2006 to 31st March, 2007 has been considered for the computation of Earning per Share (EPS). Note: For December 31, 2009, EPS calculated on Nine month basis.

166

Annexure – VII STATEMENT OF CAPITALISATION (Rs in lacs) Pre Issue as on Particulars December 31, 2009 Loans- Secured and Unsecured Short Term Debt Long Term Debt Total Debt Share Holder's Fund Share Capital Reserve & Surplus Sub-Total Less: Preliminary Expenses not written off Total Shareholders Fund Long Term Debt/ Equity * will be calculated after finalization of issue price 2,521.39 16,413.79 18,935.18 14.44 18,920.74 0.65 2,315.39 10,434.33 12,749.72 19.51 12,730.21 0.14 [●] [●] [●] [●] [●] [●] 22778.14 12198.68 34,976.82 16,614.71 1,720.85 18,335.56 [●] [●] [●] Pre Issue as on March 31, 2009 Post Issue *

167

Annexure - VIII STATEMENT OF TAX SHELTER (As Restated) (Rs in lacs) Particulars Profit as per Books of Account- Before Tax Tax Rate (Including Surcharge & Cess)% MAT Rate (Including Surcharge & Cess)% Notional Tax Payable-(A) B) Adjustments 1-Impact in respect of profit from industrial undertaking engaged in Infrastructure Development u/s 80-IA 2-Impact in respect of Depreciation on Fixed Assets 3- Other Adjustments Total B Tax Burden / (Savings) thereon Total Tax Income Tax as per MAT MAT Credit Tax Payable Tax as per Profit & Loss Account Dec. 31, 2009 5064.43 33.99% 17.00% 1,721.40 2009 3865.60 33.99% 11.33% 1,313.92 As at March 31, 2008 2007 2237.31 33.99% 11.33% 760.46 970.38 33.66% 11.22% 326.63 2006 273.89 33.66% 8.42% 92.19 2005 267.08 36.60% 7.84% 97.75

2314.6 182.02 11.82 2,508.44 (852.62) 868.78 860.95 868.78

2,353.20 257.04 (29.17) 2,581.07 (877.30) 436.61 437.97 437.97

1,375.28 38.18 (18.75) 1,394.71 (474.06) 286.40 253.49 286.40

73.42 73.42 (24.71) 301.92 108.88 301.92

59.64 59.64 (20.07) 72.12 23.06 72.12

170.89 170.89 (62.55) 35.20 20.94 35.20

The Provision for Taxation for the company has been made considering the profits for the period ended on December 31, 2009, which will be finalized based on profit for the year ended on 31st March, 2010.

168

Annexure – IX STATEMENT OF LOANS & ADVANCES (As Restated) (Rs in lacs) Particulars Advances in cash or kind or for value to be received Advance Payment of Taxes/Tax Deducted at source Total Dec. 31,2009 10,873.75 1,996.07 12,869.82 As at March 31, 2009 6,233.26 1,253.59 7,486.85 2008 3,646.99 471.12 4,118.11 2007 910.80 149.67 1,060.47 2006 339.85 339.85 2005 262.70 262.70

169

STATEMENT OF SECURED LOANS (As Restated) Annexure – X (Rs in lacs) Particulars LONG TERM LOANS Schedule Bank Equipment Finance ( Secured by the hypothecation of the equipments acquired under finance from schedule bank) Equipment Finance ( Secured by the hypothecation of the equipments acquired under finance from others) SHORT TERM LOANS: Schedule Bank Total Dec. 31 ,2009 11,104.01 59.65 As at March 31, 2007 2006 403.76 1,554.21 101.47

2009 205.77

2008

2005 9.35

1,035.03

1,515.08

3,463.16

85.50

676.43

733.19

19,472.87 31,671.56

15,469.93 17,190.78

9,477.51 13,344.43

2,637.03 4,276.74

742.72 1,520.62

497.82 1,240.36

170

STATEMENT OF UNSECURED LOANS (As Restated) Annexure – XI (Rs in lacs) Particulars Loans From Body Corporate Loans From a Director Loans From Others Total Unsecured Loans Dec. 31, 2009 3113.57 191.69 3305.26 As at March 31, 2009 1036.76 108.02 1144.78 2008 1772.69 32.35 1805.04 2007 332.12 50.00 382.12 2006 3.00 28.09 31.09 2005 50.00 53.09 103.09

171

STATEMENT OF INVESTMENTS (As Restated) Annexure – XII(Rs in lacs) Particulars Long Term Investment Jain Infra Global UAE, FZE Dec. 31, 2009 As at March 31, 2009 2008 2007 2006 2005

49.70

49.70

-

-

-

-

Total

49.70

49.70

-

-

-

-

172

Statement of Sundry Debtors (As Restated) Annexure – XIII(Rs in lacs) Dec. 31, Particulars 2009 Debt outstanding for a period 514.97 exceeding Six months Debt outstanding for a period not 24148.59 exceeding Six months Total Sundry Debtors 24,663.56

2009 485.72 8018.48 8,504.20

As at March 31, 2008 2007 355.49 2523.16 2,878.65 3017.67 3,017.67

2006 2.11 133.71 135.82

2005 2.11 1173.94 1,176.05

173

Contingent Liabilities Annexure – XIV(Rs in lacs) Particulars Dec. 31 , 2009 As at March 31, 2009 As at March 31, 2008 As at March 31, 2007

Bank Guarantee against which Fixed Deposit receipt have been pledged towards 15124.68 10982.63 2426.78 1336.59 margins Estimated amount of contract remaining to be executed on capital account and not NIL NIL NIL 376.00 provided Company has executed Corporate Guarantee on behalf of Jain Steel & Power 6258.52** 5810.64* 2800.00 2800.00 Ltd & Jain Realty Limited. Company has executed Corporate Guarantee on behalf of Prakash Vanijya 647.69 NIL NIL NIL Private Limited. * In the Year ended 31 March, 2009 Company has executed Corporate guarantee on Behalf of Jain Steel & Power Ltd Rs. 4023.64 Lacs and on behalf of Jain Realty Ltd Rs. 1787.00 Lacs. ** In the period ended 31 Dec, 2009 Company has executed corporate guarantee on Behalf of Jain Steel & Power Ltd Rs. 4264.00 Lacs and on behalf of Jain Realty Ltd Rs. 1994.52 Lacs.

174

Annexure-XV
DETAIL OF RELATED PARTIES AS PER AS-18 List of Related Parties Relationship Name of The Related Party Promoters/ Directors Mr. Mannoj Kumar Jain Promoter Director Mrs. Rekha Mannoj Jain Promoter Director M/s Smriti Food Park Private Limited Promoter M/s Prakash Endeavours Private Limited Promoter M/s Tushita Builders Private Limited Promoter Mr. Sunder Shyam Dua Independed Non –Executive Director Mr. Ashok Kumar Chadha Managing Director Subsidiary Company Jain Infra Global F.Z.E, UAE

1

2

Subsidiary Company

3

Companies / Firms in which Promoters / Directors or their Relative Having significant influence Bengal Infrastructure Development Private Limited Group Company Jain Coke & Power Private Limited Group Company Jain Energy Limited Group Company Jain Energy Trading Limited Group Company Jain Infra Developers Private Limited Group Company Jain Natural Resources Limited Group Company Jain Power Limited Group Company Jain Realty Limited Group Company Jain Renewable Energy Private Limited Group Company Jain Space Infra Venture Limited Group Company M K Media Pvt Ltd Group Company Neptune Plaza Maker Private Limited Group Company Odyssey Realtors Private Limited Group Company Prakash Endeavours Private Limited Group Company Prakash Petrochemicals Limited Group Company Prakash Vanijya Private Limited Group Company Smriti Food Park Private Limited Group Company Trinity Nirman Private Limited Group Company Tushita Builders Private Limited Group Company Jain Heavy Industries Private Limited Group Company Suraj Abasan Private Limited Group Company Jain Steel And Power Limited Group Company Ex Promoters/ Directors Mr. Darshan Lal Jain Mrs. Janki Devi Jain Mr. Parmod Kumar Dhawan Mr. Prem Prakash Sharma Mr. Kalyan K. Chattopadhyay

4

Promoter Director Promoter Director Director Director Director

175

Statement Showing Related Parties Transactions (As Restated)(Rs. In Lacs) 01.04.2009 S. Name of Related Nature of to 31.03.2009 31.03.2008 No. Party Transaction 31.12.2009 Salary Profit Interest Loan Given/ (Taken) Balance at year end Profit 45.00 3.33 (78.67) (189.24) 39.60 4.80 (71.42) (108.03) 26.28 13.92 17.65 (32.34)

31.03.2007 13.56 106.47 (50.00) (50.00)

31.03.2006 45.78 -

31.03.2005 32.07 -

1

MANNOJ KUMAR JAIN

REKHA MANNOJ JAIN 4.57 ASHOK KUMAR 97.50 3 CHADHA Salary PRAKASH ENDEAVOURS PVT. 31.97 4 LIMITED Profit SMRITI FOOD PARK 60.74 5 PRIVATE LIMITED Profit TUSHITA BUILDERS 2.28 6 PRIVATE LIMITED Profit Companies / Firms in which Promoters/Directors or their Relatives having significant influence JAIN COKE & POWER PRIVATE LIMITED JAIN ENERGY LIMITED Loan Given/ (Taken) Balance at year end Loan Given/ (Taken) Balance at year end Interest Income Loan Given/ (Taken) Balance at year end Loan Given/ (Taken) Balance at year end Interest Income Loan Given/ (Taken) Balance at year end Rent Loan Given/ (Taken) Balance at year end Loan Given/ (Taken) Balance at year end Loan Given/ 0.01 (0.01) (691.23) (421.46) (811.60) (2,550.54) 0.35 0.35 124.00 124.00 8.74 79.41 164.69 (3.10) 50.82 (5.19) 11.76 62.60 85.28 53.92 53.92 (15.00) 0.25 5.00 5.19 11.56 11.91 22.68 2.25 65.76 10.77 (0.01) 283.83 269.77 (1,946.36) (1,738.94) (61.09) (14.06) 3.85 202.86 207.42 50.03 47.03 1.59 1.59

2

45.78 45.78 -

32.07 -

22.00 (3.00) (25.00) (25.00) -

1

2

3

JAIN REALTY LIMITED

4

JAIN RENEWABLE ENERGY PRIVATE LIMITED

-

-

5

JAIN SPACE INFRA VENTURE LIMITED

1.20 (54.99) (54.99)

-

6

PRAKASH ENDEAVOURS PRIVATE LIMITED PRAKASH PETROCHEMICALS LIMITED PRAKASH VANIJYA

15.00 -

7 8

176

S. No.

Name of Related Party PRIVATE LIMITED

Nature of Transaction

01.04.2009 to 31.12.2009

31.03.2009

31.03.2008

31.03.2007

31.03.2006

31.03.2005

(Taken) Balance at year end Loan Given/ 132.00 (185.00) (Taken) SMRITI FOOD PARK 9 PRIVATE LIMITED Balance at (53.00) (185.00) year end Loan Given/ 417.99 (734.10) (Taken) TUSHITA BUILDERS 10 PRIVATE LIMITED Balance at 87.53 (330.46) year end Loan Given/ 29.36 (38.93) (Taken) JAIN STEEL AND 11 POWER LIMITED Balance at 546.48 517.12 year end 12 DARSHAN LAL JAIN Profit 13 JANKI DEVI JAIN Profit Notes: Figure in bracket in balance at year end shows credit balance

-

-

15.00

-

224.61 403.64 336.93 556.05 -

362.04 179.03 52.63 219.12 4.57 2.28 (194.01) (183.01) 13.00 166.49 -

11.00 11.00 153.49 153.49 -

177

STATEMENT OF CURRENT LIABILITIES AND PROVISIONS ANNEXURE -XVI (Rs in lacs) Dec. 31,2009 16,428.39 1,109.04 17,537.43 36.10 1967.64 30.16 2,033.90 19,571.33 As at March 31, 2008 2007 2,797.13 280.84 3,077.97 18.75 660.89 19.00 173.52 29.49 901.65 3,979.63 2,064.58 193.37 2,257.95 374.50 8.78 383.28 2,641.23

Particulars Current Liabilities Sundry Creditors for Goods & Expenses Other Liabilities Total ( A ) Provisions Provision For Gratuity & Leave Encashment Provision For Income Tax Provision For Fringe Benefit Tax Proposed Dividend Provision for Corporate Tax on Dividend Total ( B ) Total ( A + B )

2009 9,875.30 453.20 10,328.50 47.93 1098.86 30.16 186.05 31.62 1,394.62 11,723.12

2006 274.24 0.90 275.14 72.11 4.77 76.88 352.02

2005 285.44 290.34 575.78 35.20 35.20 610.98

178

Particulars Recurring Income Interest on FD Non- Recurring Income Misc Income Foreign Exchange Fluctuation Total

STATEMENT OF OTHER INCOME Annexure – XVII(Rs in lacs) As at March 31, Dec. 31,2009 2009 2008 2007

2006

2005

109.56

145.52

213.46

0.58

3.33

2.50

63.55 55.00 228.11

70.55 216.07

51.98 265.44

35.31 35.89

14.58 17.91

2.50

179

Particulars

STATEMENT OF DEFERRED TAX LIABILITY/ ASSETS (As Restated) Annexure – XVIII(Rs in lacs) As on As on As on As on As on 31/12/2009 31/03/2009 31/03/2008 31/03/2007 31/03/2006

As on 31/03/2005

Deferred Tax Liabilities On Difference between book and Tax WDV of the Fixed assets Total (A) Deferred Tax Assets Arising on account of Business losses etc Total (B) Deferred Tax Liabilities (A-B) Current year/ period charge/ Credit

368.70 368.70

307.51 307.51

210.38 210.38

170.69 170.69

146.43 146.43

137.36 137.36

368.70 61.19

307.51 97.13

210.38 39.69

170.69 24.26

146.43 9.07

137.36 137.36

180

S r. N o . 1

2

3

4

STATEMENT OF EARNINGS PER SHARE ANNEXURE – XIX (Rs in lacs) For the For the Year Period Ended Particulars ended on Dec 31, March 2009 31,2009 Profit computation for earning per share of Rs.10/- each Net Profit as per Profit & Loss Account 4,134.46 3,319.34 before earlier years tax(Rs in Lacs) Net Profit as per Profit & Loss Account 4,125.46 3,319.34 after earlier years tax(Rs in Lacs) Weighted average number of equity share for EPS computation For Basic EPS No 23932905 18605186 For Diluted EPS No 23932905 18605186 Basic EPS ( Weighted average ) Basic EPS ( before earlier years tax ) (Rs 17.28 17.84 ) Basic EPS ( after earlier years tax ) (Rs 17.23 17.84 ) Diluted EPS ( Weighted average ) Diluted EPS ( before earlier years tax ) 17.28 17.84 Diluted EPS ( after earlier years tax ) 17.23 17.84

For the Year ended March 31,2008

For the Year ended March 31,2007

1,901.00 1,901.00

381.40* 381.40*

17351824 17351824 10.96 10.96 10.96 10.96

5171441 5171441 7.38 7.38 7.38 7.38

* Profit for the period 7th November, 2006 to 31st March, 2007 has been considered for the computation of Earning Per Share (EPS).

181

AUDITORS REPORT: CONSOLIDATED FINANCIALS To, The Board of Directors, JAIN INFRAPROJECTS LIMITED 39,Shakespeare Sarani Kolkata-700 017 Dear Sir, Reg: Proposed Public Offer of Jain Infraprojects Limited. Auditors‟ Report as required by Part II of Schedule II of the Companies Act ,1956 We have examined the consolidated financial information of Jain Infraprojects Limited (formerly Bengal Infrastructure Limited) („„the Company”) annexed hereto with this report for the purpose of inclusion in the Draft Red Herring Prospectus („DRHP‟). The financial information has been prepared in accordance with Paragraph B(1) of Part II of the Companies Act 1956,(„the Act”), the Securities and Exchange Board of India („SEBI‟)–Issue of capital and Disclosure Requirements Regulations 2009 (the ICDR regulations ), the Guidance Note on Reports in Company Prospectus (Revised) issued by the Institute of Chartered Accountants („ICAI‟) and term of engagement agreed upon by us with the Company. The information has been prepared by the Company and approved by the Board of Directors. A. Financial Information as per Audited Financial Statements i. The attached restated consolidated Statements of Assets and Liabilities as at December 31st 2009, March 31st 2009 , March 31st 2008 ,March 31st 2007, March 31st 2006 and March 31st 2005.( Annexure I). The attached restated consolidated Statements of Profit & Loss account for the nine month period ended December 31st2009, and year ended March 31st 2009, March 31st 2008, March 31st 2007, March 31st 2006 and March 31st 2005.(Annexure II). The attached restated consolidated Statements of Cash Flow for the nine month period ended December 31st, 2009 and March 31st 2009, March 31st 2008, March 31st 2007,March 31st 2006 and March 31st 2005.(Annexure III). the significant accounting policies adopted by the Company as at and for the nine month period December 31,2009 and notes to the Restated Summary Statements (Annexure IV)

ii.

iii.

iv.

-collectively referred to as the „Restated Consolidated Summary Statements” The Restated Consolidated Summary Statements have been extracted from audited financial statements of the Company as at and for the nine month period ended December 31 st 2009 and year ended March 31st 2009,March 31st 2008,March 31st 2007, March 31st 2006 and March 31st 2005 which have been approved by the Board of Directors. Further,  Audit of the financial statement as at and for the period ended 06.11.2006, year ended 31st March 2006 and 31st March 2005 of the erstwhile partnership firm was conducted by M/s Sinhal & Associates, Chartered Accountants, being the auditor of the erstwhile partnership firm for the above period /years. Audit of the financial statement as at and for the period ended 31.12.2009 of the overseas branch was conducted by M/s Kaid Auditing Company, Chartered Accountants, being the auditor of the branch for the above period Audit of the financial statement as at and for the period ended 31.12.2009 of the overseas subsidiary was conducted by M/s Kaid & Co., Chartered Accountants, being the auditor of the subsidiary for the above period. The financial statements reflect total assets (net) of Rs. 153.54 lacs and total revenue of Rs. 3943.92 lacs.

and accordingly reliance has been placed on the financial statements audited and reported upon by the respective Auditor‟s for the said period/ years.

182

B. Based on our examination on these Summary Statements, we state that     The restated consolidated profits have been arrived at after making such adjustments and regroupings as in our opinion are appropriate in the year/period to which they relate. The restated consolidated summary statements have to be read in conjunction with the significant accounting policies and the notes given in Annexure IV to this report. There are no prior periods items, which are required to be adjusted in the restated consolidated summary statements in the year/ period they relate. There are no qualifications in the auditor‟s report, which require any adjustments in the summary statements.

C. Other Financial Information as per Audited Financial Statements: We have also examined the following financials relating to Company, which is based on the Restated Summary Statements/audited financial statements and approved by the Board of Directors for the purpose of inclusion herein: 1. 2. 3. 4. 5. 6. 7. 8. 9. Statement of Rate of Dividend- Annexure V Statement of Accounting Ratios-Annexure VI Statement of Capitalization as at 31st March 2009 and 31st December 2009 -Annexure -VII Statement of Tax Shelter- Annexure -VIII Statement of Loans and advances Annexure -IX Statement of Secured Loans - Annexure -X Statement of Unsecured Loans- Annexure -XI Statements of Sundry Debtors- Annexure -XII Statement of Contingent Liabilities not provided for- Annexure -XIII

10. Statement of Related Party Transaction- Annexure -XIV 11. Statement of Current Liabilities & Provisions- Annexure –XV 12. Statement of Other Income- Annexure -XVI 13. Statement of DTL & DTA- Annexure -XVII 14. Statement of Earning Per Share- Annexure -XVIII In respect of the other „Financial Information‟ stated above we have relied upon the audited financial statements for period ended 06.11.2006, year ended 31 March 2006 and 31 March 2005 (the erstwhile partnership firm) which were audited and reported by M/s Sinhal & Associates, Chartered Accountants, as stated above. Incorporated in the restated consolidated summary statement are the financial statements of a branch opened in the United Arab Emirates on 5th March 2009. The account of the branch for the period 5 th March 2009 to 31st December 2009 have been audited by the auditor of the branch and accordingly reliance has been placed on the financial statements so audited and reported. The extract in respect to financial information for the period starting from 5th March 2009 to 31st March 2009 and period starting from first 1 st April 2009 to 31st December 2009 in respect to branch incorporated in the restated summary statement have been provided to us by the management from the audited financial information of the branch and accordingly we have placed our reliance on the financial information so provided by the management for the said periods. Incorporated in the restated consolidated summary statements are the financial statements of a subsidiary opened in the United Arab Emirates on 22 nd January 2009. The account of the subsidiary for the period 22 nd January 2009 to 31st December 2009 have been audited by other auditors and accordingly reliance has been placed on the financial statements so audited and reported. The extract in respect to financial information for the period starting from 22nd January 2009 to 31st March 2009 and period starting from first 1 st April 2009 to 31st

183

December 2009 in respect to subsidiary incorporated in the restated consolidated summary statement have been provided to us by the management from the audited financial information of the subsidiary and accordingly we have placed our reliance on the financial information so provided by the management for the said periods. In our opinion, the financial information of the Company as attached to this report, as mentioned in paragraph A,B and C above, read with significant accounting policies and notes enclosed in Annexure IV has been prepared in accordance with Part II of Schedule II of the Act and the Regulation issued by SEBI. We have no responsibility to update our report for events and circumstances occurring after date of the report. This report is in intended solely for your information and for inclusion in the Offer Document in connection with the proposed public offering of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For R.K.Chandak & Co Chartered Accountants

(Rajesh Kumar Chandak) Partner Membership No: 054637 Firm Registration Number: 319248E Dated: the day of June,2010 Place: Kolkata

184

ANNEXURE I STATEMENT OF ASSETS AND LIABILITIES (Rs in lacs) Sr. No. A Particulars As at 31st December, 2009 As at 31st March, 2009 As at 31st March, 2008 As at 31st March, 2007* As at 31st March, 2006 As at 31st March, 2005

Fixed Assets Gross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31 Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89 Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42 Capital Work in Progress 396.90 Less : Revaluation Reserve Net Block after adjustment 3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42 for Revaluation Reserve. B Foreign Currency 12.30 Translation Reserve C Current Assets, Loans & Advances Inventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11 Sundry Debtors 24,815.24 8,715.04 2,878.65 3017.67 135.82 1176.05 Cash and Bank Balances 3,306.86 2,059.14 1,823.75 221.76 76.31 83.99 Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70 Total 70,263.45 39,191.82 21,855.11 7,973.77 2,027.59 1,875.85 D Liabilities and Provisions Secured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36 Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09 Share Application Money 285.00 28.31 Deferred Tax Liability (Net) 368.70 307.51 210.38 170.69 146.43 137.36 Current Liabilities & 19,571.34 11,770.06 3,979.63 2641.23 352.02 610.98 Provisions Total 55,201.86 30,413.13 19,339.48 7499.09 2050.16 2091.79 E Net Worth (A+B+C-D) 19,036.88 12,846.13 4,793.01 2431.35 1263.98 849.48 F Represented by Equity Share 2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48 Capital/Partners capital Reserves & Surplus 16,529.93 10,550.25 2,986.77 699.99 0.00 0.00 Less : Miscellaneous Expenses ( To the extent not 14.44 19.51 26.27 3.02 written off) Net Worth 19,036.88 12,846.13 4793.01 2431.35 1263.98 849.48 *Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited. For R.K. CHANDAK & CO For and on Behalf of the Board of Directors Chartered Accountants Jain Infraprojects Limited Rajesh Kumar Chandak, Partner Membership No.054637 FRN No: -319248E Kolkata Dated: the 18th day of June, 2010. Mannoj Kumar Jain Chairman Ashok Chadha Vice Chairman-cum- Managing Director Sumit Surana Company Secretary

185

ANNEXURE II STATEMENT OF PROFIT AND LOSS ACCOUNT (Rs in lacs) S r. N o . A For the period ended on 31st Decembe r,2009 For the year ended on 31st March,20 09 For the year ended on 31st March,20 08 For the year ended on 31st March,20 07* For the year ended on 31st March,20 06 For the year ended on 31st March,20 05

Particulars

Income Gross Contract Receipts Other Income Increase(Decrease in Inventories) Total 67,783.19 228.11 8,340.75 76,352.05 51,708.53 216.07 7,896.18 59,820.78 21,298.21 265.44 9,360.74 30,924.39 10,468.66 35.89 2,198.25 12,702.80 3,244.26 17.91 1,122.51 4,384.68 4,141.62 2.50 (395.91) 3,748.21

B

C

D

E

Expenditure Raw Materials Consumed Other Contract Operating Expenses Staff Costs Administrative & Other Expenses Total Net Profit before Interest, Depreciation, Tax and Extraordinary items Depreciation Interest & Financial Charges Profit / Loss before Tax but before Extra - ordinary Items Provision for Taxation - Current Tax - Deferred Tax - Fringe Benefit Tax Profit / Loss after Tax but before Extra - ordinary Items Extra-ordinary Items Add/(Less) Taxation Adjustment Effect of change in accounting policy on account of deferred tax provisions Effect of change in accounting policy on account of Depreciation Profit/Loss after Extraordinary Items Add: Balance b/f from last year Profit available for appropriation Proposed Dividend Tax thereon Transfer to General Reserve

33,821.92 32,832.86 817.73 558.47 68,030.98 8,321.07 186.04 3,067.04 5,067.99

41,403.16 8,770.20 714.63 1,455.21 52,343.20 7,477.58 185.93 3,313.46 3,978.19

19,550.30 6,067.65 518.31 578.88 26,715.14 4,209.25 121.20 1,850.74 2,237.31

7,551.58 2,674.22 822.35 305.55 11,353.70 1,349.10 80.81 297.91 970.38

1,306.30 2,416.45 105.70 121.32 3,949.77 434.91 66.21 94.81 273.89

1,338.77 1,803.34 3.47 95.40 3,240.98 507.23 54.77 185.38 267.08

868.78 61.19 4,138.02 (9.00)

437.97 97.13 11.16 3,431.93 -

286.40 39.69 10.22 1,901.00 -

301.92 24.26 4.01 640.19 (15.52)

72.12 9.07 4.77 187.93 -

35.20 137.36 94.52 -

-

-

-

(146.42)

-

-

4,129.02 5,572.24 9,701.26 -

3,431.93 2377.98 5809.91 186.05 31.62 20.00

1,901.00 699.99 2,600.99 173.52 29.49 20.00

465.02 943.27 943.27 -

187.93 187.93 -

204.50 299.02 299.02 -

186

S r. N o .

Particulars

For the period ended on 31st Decembe r,2009 9,701.26

For the year ended on 31st March,20 09 5,572.24

For the year ended on 31st March,20 08 2,377.98

For the year ended on 31st March,20 07* 243.28 699.99

For the year ended on 31st March,20 06 187.93

For the year ended on 31st March,20 05 299.02

Less : Profit for the period ended 06/11/2006 Profit Transferred to Balance Sheet

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited. For R.K. CHANDAK & CO Chartered Accountants Rajesh Kumar Chandak, Partner Membership No.054637 FRN No: -319248E Kolkata Dated: the 18th day of June, 2010. For and on Behalf of the Board of Directors Jain Infraprojects Limited Mannoj Kumar Jain Chairman Ashok Chadha Vice Chairman-cum- Managing Director Sumit Surana Company Secretary

187

ANNEXURE III STATEMENT OF CASH FLOW (Rs in lacs)
For the period ended on 31st December, 2009 5067.99 186.04 (109.56) For the year ended on 31st March,2009 For the year ended on 31st March,2008 For the year ended on 31st March,2007* For the year ended on 31st March,2006 For the year ended on 31st March,2005

Particulars Cash Flows from Operating Activities Net Profit before Taxation Adjustments for: Depreciation Interest/ Dividend Income Less : Adjustments Profit pertain to partnership firm transfer to partner’s capital account Effect of change in accounting policy on account of deferred tax provisions Effect of change in accounting policy on account of Depreciation Preliminary expenses Written off Interest Paid Loss on sale of Assets Provision for Gratuity & Leave encashment Operating Profit before Working Capital Changes Change in Trade and Other Receivables Change in Inventories Change in Current Liabilities Income-tax paid Preliminary Expenses Net Cash Flow from Operating Activities Cash Flow from Investing Activities Purchase of Fixed Assets Sale of Fixed Assets Capital Work- In- Progress Interest Received Investments Purchased Net Cash Flow used in Investing Activities Proceeds from Issuance of Capital Share Application Money Received Interest Paid Increase/ (Decrease) in Foreign Currency Translation Proceeds from Secured Loans Proceeds from Unsecured Loans Dividend Paid including Dividend Distribution Tax Net Cash Flow from Financing Activities Net increase in cash and cash

3978.19 185.93 (145.52)

2237.31 121.20 (213.46)

970.38 80.81 (0.58)

273.89 66.21 (3.33)

267.08 54.77 (2.50)

-

-

-

(243.28)

-

-

-

-

-

(146.42)

-

-

5.06 3067.04 (11.83) 8,204.74 (20,740.69) (8,340.74) 7,162.01 (751.48) (14,466.16) (81.59) 109.56 27.97 2,060.00 285.00 (3,067.04) (15.64) 14,480.78 2,160.48 (217.67) 15685.91 1,247.72

6.75 3313.46 29.18 7,367.99 (8,422.66) (7,896.19) 7,297.46 (782.46) (2,435.86) (1,975.99) 145.52 (1,830.47) 4828.75 (3,313.46) 3.34 3,846.35 (660.25) (203.01) 4501.72 235.39

6.75 1850.74 18.75 4,021.29 (2,597.16) (9,360.73) 820.02 (321.45) (30.00) (7,468.03) (838.80) 396.90 213.46 (228.44) 686.92 (28.31) (1,850.74)

465.02 0.75 297.91 14.03 1,438.62 (3,452.80) (2,198.26) 1982.82 (164.73) (3.77) (2,398.12) (426.06) 58.00 (396.90) 0.58 (764.38) 470.40 28.31 (297.91)

94.81 431.58 963.08 (1,122.50) (300.64) (35.20) (63.68) (287.34) 3.33 (284.01) 226.56 (94.81)

185.38 504.73 (1,251.61) 395.91 386.68 35.71 (455.77) 2.50 (453.27) 95.35 (185.38)

9,067.68 1,422.91 9298.46 1,601.99

2,756.12 351.03 3307.95 145.45

280.26 (72.00) 340.01 (7.68)

410.05 75.00 395.02 (22.54)

188

Particulars equivalents Cash and Cash Equivalents (Opening Balance) Cash and Cash Equivalents (Closing Balance)

For the period ended on 31st December, 2009 2,059.14 3,306.86

For the year ended on 31st March,2009

For the year ended on 31st March,2008

For the year ended on 31st March,2007*

For the year ended on 31st March,2006

For the year ended on 31st March,2005

1,823.75 2,059.14

221.76 1,823.75

76.31 221.76

83.99 76.31

106.53 83.99

*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited. For R.K. CHANDAK & CO Chartered Accountants Rajesh Kumar Chandak, Partner Membership No.054637 FRN No: -319248E Kolkata Dated: the 18th day of June, 2010. For and on Behalf of the Board of Directors Jain Infraprojects Limited Mannoj Kumar Jain Chairman Ashok Chadha Vice Chairman-cum- Managing Director Sumit Surana Company Secretary

189

Annexure IV Notes to the Restated Consolidated Statement of Assets & Liabilities, Profit & Loss and Cash Flows, As Restated under Indian GAAP, for Jain Infra projects Limited. A) Background:a) Jain Infraprojects Limited (formerly Bengal Infrastructure Limited), is primarily engaged in the business of Construction of Road, Bridge, Highway and Infrastructure Development etc. and its subsidiaries is engaged in infrastructure activities and allied services. b) i)The restated consolidated statements of assets and liabilities of the company as at December 31, 2009 and March 31, 2009 and the related restated consolidated statements of Profit & Loss and Cash Flow (hereinafter collectively referred to as “Restated Consolidated Statements“) related to Jain Infraprojects Limited (the “Company‟‟) and its subsidiary (such subsidiary, together with the company hereinafter collectively referred to as the “Group‟‟). ii)The restated consolidated statements of assets and liabilities of the company as at March 31, 2008, March31,2007, March 31,2006 and March 31, 2005 and the related restated consolidated statements of Profit & Loss and Cash Flows relates to standalone figures of Jain Infraprojects Limited. These Restated consolidated summary statement have been prepared to comply in all material respect with the requirement of Schedule II to the Companies Act, 1956 (“The Act”) and the Securities and Exchange Board of India (Disclosure and investor Protection) Guidelines,2000 (“the SEBI Guidelines”) issued by SEBI on January 19,2000,as amended from time to time. B) Statement of Significant Accounting Policies adopted by the Company in the preparation of Consolidated Financial Statements As at and for the nine month period ended December31, 2009: Basis Of Preparation Of Consolidated Financial Statements :The consolidated financial statements are prepared under historical cost convention on going concern basis, using the accrual system of accounting in accordance with the accounting principles generally accepted in India (Indian GAAP) and the requirement of the Companies Act, 1956, including the mandatory Accounting Standards as prescribed by the Companies (Accounting Standard) Rules 2006.  Principle of Consolidation:The Consolidated financial statements relate to the Company and its subsidiaries (hereinafter together with the Company collectively referred to as “the Group”. In the preparation of Consolidated Financial Statement, investment in subsidiaries has been accounted for in accordance with AS 21 (Consolidated Financial Statements). The Consolidated Financial Statement are prepared on the following basis: Subsidiary Enterprises are consolidated on line-by-basis by adopting together the book values of the like items of Assets, liabilities, income and expenses after eliminating all significant intra group balances and intra group transactions and also unrealized profit & losses, except where cost can not be recovered. The results of operations of subsidiary are included in the consolidated financial statement from the date on which the parent and subsidiary relationship come to existence. Separate financial statements of the subsidiary, originally prepared in currencies different from the group's presentation currency, have been converted into Indian Rupees (INR) which is the functional currency of the parent company. In case of the foreign subsidiaries being non- integral foreign operations revenue items have been consolidated at the average of the rates prevailing during the year. The assets and liabilities are translated at the rates prevailing at the balance sheet date. The exchange differences arising on translation is debited or credited to Foreign Currency Translation Reserve Account. The difference (if any) between the cost to the group of investment in subsidiaries and the proportionate share in the investee Enterprise as at the date of acquisition of stake is recognized in the consolidated financial statement as Goodwill or Capital Reserve, as the case may be. Minorities' interest share in net profit (if any) of Consolidated Subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to the shareholders of the Group. There share of net assets (if any) is identified and presented in the consolidated Balance Sheet separately.

190

In case of foreign subsidiary , where the books of accounts have been prepared in compliance with local laws and / or International Financial Reporting Standard ,appropriate adjustment (if any ) for differences ( if any) have been made to the extent possible, the restated consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances, and are presented , to the extent possible, in the same manner as the Company's Restated Financial Statement.  Use of Estimates:The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires the management of the company to make estimates and assumption that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the year. Example of such estimates include employee retirement benefit plans, provision for income tax, useful life of fixed assets etc. the difference between the actual results and estimates are recognized in the period in which such results are known or materialized. Fixed Assets , Depreciation and Impairment of Assets:Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs relating to acquisition and installation of fixed assets are capitalized and include borrowing costs directly attributable to construction or acquisition of fixed assets, up to the date of asset is put to use. Depreciation on fixed assets has been provided as under:

Depreciation on fixed assets is provided on straight line method at the rates specified in schedule XIV of the Companies Act, 1956. Except for items for which 100% depreciation rates are applicable, depreciation on assets added/disposed of during the year has been provided on pro-rata basis with reference to the date of addition/disposal. The carrying amount of assets is reviewed at Balance Sheet date to determine, if there is any indication of impairment thereof based on external/internal factors and impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount which represent the greater of the net selling price of the assets and its value in use in assessing value in use, the estimated future cash flow are discounted to their present value based on an appropriate discount factor.

Revenue Recognition:  Contract Revenue is recognized on the basis of work done and billed. Claims and counter claims (related to customers) including those under arbitration, are accounted for on their disposal. Other contract related claims are recognized when there is reasonable certainty as to their recoverability.

Investments:Investments that are readily realizable and intended to be held for not more than a year are classified as current investment. All other investments are classified as long-term investment. Current investments, if any, are carried at lower of Cost and fair value determined on an individual basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investment.

Inventories: Work in progress is valued at cost, which reflects works done but not certified and includes construction materials at sites and stores and spares.  Cost of materials and stores and spares are determined at cost under FIFO basis.

191

Foreign Currency Transactions:a) Foreign Currency Transactions are translated at the exchange rate prevailing on the reporting date. Foreign currency monetary assets and liabilities are translated at the exchange rate prevailing at the balance sheet dates. Difference in the exchange rate is dealt with in the Income statement as they arise.

b)Translation of Integral and Non- Integral Foreign Operations:The financial statements of integral foreign operations are translated as if the transaction of foreign operations has been those of the group itself. In translating the financial statements of the non-integral foreign operation for the incorporation in the consolidated financial statement, assets and liabilities, monetary and non- monetary, of the non-integral foreign operation are translated at average exchange rates for the period. All resulting exchange differences are accumulated in the foreign currency translation reserve until the disposal of the net investment.  Borrowing Cost:Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets up-to the date of the asset is put to use. All other borrowing costs are charged to Profit & Loss Account in the year in which they are incurred. Employee Benefits:3.  Long Term Employee Benefits:Defined Contribution Plans:The Group has Defined Contribution Plans for post employment benefit in the form of Provident Fund. Besides, the company also makes contribution to the Employees State Insurance Scheme. These plans constitute insured benefits as the group has no further obligation beyond making the contributions. The company‟s contributions to Defined Contributions Plans are charged to the Profit & Loss Account as incurred. Defined Benefit Plans :The Group has Defined Benefit Plan for post employment benefit in the form of Gratuity. Liability for Defined Benefit Plan is provided on the basis of valuation, at the Balance Sheet Date, carried out by independent actuary. The actuarial valuation method used by independent actuary for measuring the liability is the Projected Unit Credit Method.

 Compensated Absences:Provision for compensated Absences is based on actuarial valuation carried out at Balance Sheet Date.

4.

Termination benefits:Termination benefits are recognized as an expense as and when incurred.

5. 

Actuarial gains and losses:Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions are recognized immediately in the Profit & Loss Account as income or expense. Taxation:5. Provision for current tax is made on the assessable income/benefit in accordance with and at the rates specified under the Income Tax Act, 1961, as amended. 6. In accordance with Accounting Standard 22 – Accounting for taxes on income, issued by the Institute of Chartered Accountants of India, Deferred Tax is recognized on timing difference being the difference between the taxable incomes and the accounting incomes that originate in one year and are capable of reversal in one or more subsequent periods. Deferred Tax Assets subject to the consideration of prudence are recognized and carried forward only to the extent that there is a

192

reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be utilized. The tax effect is calculated on the accumulated timing difference at the year-end based on tax rates and laws enacted or substantially enacted on balance sheet date.  Earning Per Share (EPS):Basic Earning Per Share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the period is adjusted for events of fresh issue of shares during the year. For the purpose of calculating diluted Earning Per Share, the net profit or loss for the year attributable to equity shareholders and weighted average number of equity shares outstanding during the year is adjusted (if any) for the effects of all dilutive potential equity shares.  Provision, Contingent Liabilities and Contingent Assets :Provision comprises liabilities of uncertain timing or amount. Provisions involving substantial degree of estimation in measurement are recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Contingent Liabilities are disclosed by way of notes to accounts. Dispute demands in respect of Income Tax are disclosed as contingent liabilities. Payment in respects of such demand, if any, is shown as an advance, till the final outcome of the matter. Contingent assets are not recognized in the financial statements.  Claims:Price escalation claims and additional claims including those under arbitration are recognized as revenue when they are realized or receipts thereof are mutually settled or reasonably ascertained. Start up Expenditure:Site start-up expenses are charged off in the year these are incurred. Segment Reporting:i) Identification of Segments:The Group‟s operating businesses are organized and managed separately according to the nature of the product & services provided, with each segment representing a strategic business unit that offer different products & services and serves different markets. The analysis of geographical segments based is based on the areas in which major operating division of the Group operate. Inter segment Transfers:The Group generally accounts for incensement sales and transfers as if the sales or transfers were to third parties at current market prices. Allocation of Common Cost:Common allocable costs (if any) are allocated to each segment according to the relative contribution of each segment to the total common cost. Unallocated Cost:General corporate income and expense items (if any) are not allocated to any business segment.

 

ii)

iii)

iv)

Miscellaneous Expenditure:Preliminary expenses are written off equally over a period of five years.

C) Statement of Adjustment in Profit & Loss Account arising out of changes in accounting policies and material adjustments relating to previous years/ Periods:-

193

Sr.No.

Particulars Profit after tax & extra ordinary item as per audited Financial Account Adj: Provision for Deferred Tax Provision for Income Tax Changes in Depreciation* Profit/ loss on Fixed Assets Extra ordinary Depreciation W/O Deferred tax change during partnership Depreciation change from IT to Co 's Net total increase /decrease Net profit as per restated Profit & Loss Account

01.04.09 to 31.12.09

31.03.09

31.03.08

31.03.07 587.17

31.03.06 137.37

31.03.05

4145.37

3771.70

1632.97 27.78 315.22 (74.97) 268.03 1901.00

96.19

1) 2) 3) 4) 5) 6) 7)

10.42 6.60 - ('311.23) (26.77) (35.14) 4129.02 3431.93

(18.81)
0.46 25.87 (1.36) 465.02 (146.43) 31.35

(9.07) (137.36) - (35.20) 204.50 59.63

170.89 202.83 299.02

16.35 ('339.77)

356.10 943.27

50.56 187.93

* Since the company provided depreciation using Written Down Value Method for the period 07/11/2006 to 31/03/2007 on WDV value of the assets as on 06.11.2006 for the existing assets acquired at the time of conversion and such value was also considered as the cost of the assets for calculating depreciation under Straight Line Method from 01.04.2007 onwards whereas in restated financial statement, depreciation is provided on the actual cost of the assets. 

Adjustment on account of changes in accounting policies:-

7. v) vi)

Depreciation: Depreciation on Fixed Assets till 6th November, 2006 has been provided using Written down Value method at the rates and in the manner specified in the Income Tax Act, 1961. Depreciation for the period 7th November, 2006 to 31st March, 2007 has been charged using Written down Value Method at the rates specified in Schedule XIV of the Companies Act, 1956. The method of charging depreciation was changed to Straight Line Method in the Financial year 2007-08 and therefore for the year ended March 31, 2008 depreciation has been charged using Straight Line Method at the rates specified in Schedule XIV of the Companies Act, 1956 considering WDV as on 7th November, 2006 as cost of acquisition for the purpose of calculating depreciation. Consequent to the change in the method of depreciation, the amount charged as depreciation for the period 7th November 2006 to 31st March, 2007 was also revised. For the purpose of restated financial statement depreciation has been recalculated for all the respective financial year/ periods on the basis of straight-line method in accordance with the rates prescribed in schedule XIV of the Companies Act, 1956 on the cost at which the same were acquired. Current Tax & Fringe Benefit Tax:Provision was not made for the income tax in the accounts of the erstwhile partnership firm for some of the years. Accordingly, for the purpose of restated financial statements, provision for income tax and fringe benefit tax has been made for the earlier years/ periods on the basis of rates applicable to the entity for the respective periods/ years.

vii)

viii)

8.

9.

Deferred Tax Expenses:As the Accounting Standard 22 “Accounting for taxes on income‟‟ issued by the Institute of Chartered Accountant of India was not applicable to enterprises other than companies up to

194

the financial year ended 31st March, 2006, hence no provision was made by the erstwhile firm in its books. Accordingly, for the purpose of restated financial statements, provision for deferred tax has been made in earlier period/ years on the basis of rates applicable to the entity for the respective periods/ years. 10. Profit & Loss on sale of Fixed Assets:The status of the Company up to 6th November,2006 was of partnership firm, profit / (Loss) on sale of fixed assets was not determined and amount realized for sale of fixed assets was reduced from block of fixed assets in accordance with the Income Tax Act,1961. For the purpose of restated financials statements, profit / (loss) on sale of Fixed Assets has been carried out in the respective years / periods.

D) Notes to Accounts:a) Contingent Liabilities:Contingent liabilities not provided for in respect of: (Rs. In lacs) Particulars of liabilities ** Contingent liability in respect of guarantees and letter of credit given by banks on behalf of the Company. Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Jain Steel & Power Limited. Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Jain Realty Limited. Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Prakash Vanijya Private Limited. As at December 31, 2009 15124.68 As at March 31, 2009 10982.63 As at March 31, 2008 2426.78 As at March 31, 2007 1336.59

4264.00

4023.64

2800.00

2800.00

1994.52

1787.00

Nil

Nil

647.69

Nil

Nil

Nil

** Against such liability company pledged fixed deposit receipt towards margin. (Rs. In lacs) Particulars Pledged fixed deposit against LC & BG As at December 31, 2009 1494.55 As at March 31, 2009 976.43 As at March 31, 2008 556.28 As at March 31, 2007 103.31

Capital commitments: (Rs. In lacs) As at December 31, 2009 As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 376.00

Particulars Estimated amount of contracts remaining to be executed on capital account and not provided for

b) Disclosures under Micro, Small and Medium Enterprises Development Act, 2006.

195

As per the intimation available with the group, there are no Micro, Small and Medium Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act,2006, to whom the group owes dues on account of the Principle amount together with interest and accordingly no additional disclosure have been made.

c) Managerial Remuneration. (Rs. In lacs)

Particulars
Salary

Period ended December 31,2009
103.50 39.00

Year ended March 31,2009
33.00 6.60

Year ended March 31,2008
41.15 17.47

Year ended March 31,2007
12.73 7.09

Perquisites, allowances, Contributions to PF & others.

This remuneration does not include gratuity provided on the basis of actuarial valuation. d)Disclosure under Accounting Standard 15 (revised 2005) “Employee Benefits”: The group has classified various employee benefits as under:-

i). Defined contribution Plans: The group has recognized the following amounts in the Profit & Loss Account for the year: (Rs. In lacs) Sl. No. 1. 2. Particulars Contribution to Provident Fund Contribution to Employee State Insurance Scheme Period ended December 31,2009 17.04 0.52 Year ended March 31,2009 17.99 0.68 Year ended March 31,2008 16.99 1.16 Year ended March 31,2007 1.81 -

ii). Defined Benefit Plans: Valuation in respect of Gratuity and leave Encashment has been carried out by independent actuary, as at balance sheet date based on the following assumptions: Period ended December 31,2009 8% 5% Nil 23.02 Year ended March 31,2009 8% 5% Nil 27.12 Year ended March 31,2008 8% 5% Nil 23.33 Year ended March 31,2007 -

Sl. No. A B C D Discount Rate per annum Rate of Increase in compensation levels Rate of return on plan assets Expected Average remaining working lives of employees in number of years

196

(Rs. In lacs) Gratuity Particulars Projected benefits obligation at the beginning of the Year Current service cost Interest Cost Actuarial loss/(Gains) Benefit paid Projected benefit obligation at the end of the year Amounts recognized in the balance sheet Projected benefit obligation at the end of the year Fair Value of Plan assets at the end of the year Funded Status of the plan- (Assets)/Liability Cost for the Year Current service cost Interest Cost Expected Return On Plan assets Net actuarial(Gain)Loss recognized in the year Net Cost Period ended December 31,2009 22.36 8.26 1.05 (18.96) Nil 12.71 12.71 Nil 12.71 8.26 1.05 Nil (18.96) (9.65) Year ended March 31,2009 11.35 14.36 1.35 (4.70) Nil 22.36 22.36 Nil 22.36 14.36 1.35 Nil (4.70) 11.01 Year ended March 31,2008 0.34 11.28 0.47 (0.74) Nil 11.35 11.35 Nil 11.35 11.28 0.47 Nil (0.75) 11.00 Year ended March 31,2007 -

(Rs. In lacs) Leave Encashment Period ended Particulars December 31,2009 Projected benefits obligation at the beginning of the 24.00 Year Current service cost 4.35 Interest Cost 1.37 Actuarial loss/(Gains) (5.23) Benefit paid (2.67) Projected benefit obligation at the end of the year 21.82 Amounts recognized in the balance sheet Projected benefit obligation at the end of the year 21.82 Fair Value of Plan assets at the end of the year Nil Funded Status of the plan- (Assets)/Liability 21.82 Cost for the Year Current service cost 4.35 Interest Cost 1.37 Expected Return On Plan assets Nil Net actuarial(Gain)Loss recognized in the year (5.23) Net Cost 0.50 Year Year ended ended March March 31,2009 31,2008 7.40 1.97 9.37 1.26 7.54 (1.57) 24.00 24.00 Nil 24.00 9.37 1.26 Nil 7.54 18.17 4.00 0.37 1.06 Nil 7.40 7.40 Nil 7.40 4.00 0.37 Nil 1.06 5.43 Year ended March 31,2007 -

197

For the year ended on 31st march, 2007 company did not provided for gratuity as none of the employee has completed required number of days in service, Similarly , leave salary has not been provided, as the same has not accrued as per terms of appointment.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Since the group has not funded its gratuity liability and leave encashment there are no returns on the planned assets and hence the details related to changes in fair value of assets have not been given. e) Earnings per Share (EPS) Basic and diluted EPS has been computed by dividing the net profit after tax for the year attributable to equity shareholders by weighted average number of equity shares outstanding during the year. Calculation of EPS (Basic and Diluted) Period ended December 31,2009 10.00 2,31,53,850 20,60,000 2,52,13,850 2,39,32,905 Year ended March 31,2009 10.00 1,83,25,100 48,28,750 2,31,53,850 1,86,05,186 Year ended March 31,2008 10.00 1,73,43,780 9,81,320 1,83,25,100 1,73,51,824 For the period ended March,2007 10.00 0.00 1,73,43,780 1,73,43,780 51,71,441

Particulars Nominal Value of Equity Share (Rs. per share) Total No of equity shares outstanding at the beginning of the year Add: Issue of equity shares on Preferential basis. Total Number of Equity shares outstanding at the end of the year. Weighted average number of Equity Shares outstanding at the end of the year. Net Profit after tax for the purpose of EPS. (Rs. In lakhs.) EPS-Basic and Diluted (Rs.)

4138.02 17.29

3431.93 18.45

1901.00 10.96

381.40* 7.38

Since the company did not have any dilutive securities, the basic and diluted earning per share are the same. * Profit for the period 7th November, 2006 to 31st March, 2007 has been considered for the computation of earning per share. f) Secured Loan:

Working capital facilities from banks are secured by way of hypothecation of materials at site, work-inprogress, receivables and other current assets, both present and future. The facilities are also secured by personal guarantee of two directors of the company. The credit facilities are also collaterally secured by Immovable properties/hypothecation of unencumbered equipments and corporate guarantee of owners of those properties. Equipments Finance from banks and others are secured against hypothecation of specific asset purchased from that loan and personal guarantee of one director of company. Secured Loan repayable within one year is given in the table below year wise:YEAR Ended on 31st March,2007 AMOUNT (Rs. In lacs) 239.45

198

YEAR Ended on 31st March, 2008 Ended on 31st March,2009 Period Ended on 31st December,2009 g) Unsecured Loan:Unsecured Loan includes interest accrued and provided thereon. h). Deferred Tax Liability

AMOUNT (Rs. In lacs) 1795.01 1053.25 779.44

The significant component and classification of deferred tax liability on account of timing difference are: (Rs. In lacs) Period Year ended Year ended Year ended ended Particulars March March March December 31,2009 31,2008 31,2007 31,2009 Difference in WDV of Fixed Assets as per 1084.42 902.40 645.37 507.08 Tax Book and financial Books. Less: Reversal of Timing Difference during -0.29 -2.28 26.45 the period of 80 IA Benefit Net Timing Difference 1084.71 904.68 618.92 507.08 Deferred tax Liability 368.70 307.51 210.38 170.69 i) Segment Reporting:Business Segments: Based on the nature of activities, risk and rewards and organization structure, the Group has a single segment namely “Core Infrastructure”. Therefore, the Group‟s business does not fall under different business segments as defined by “AS-17 “Segment Reporting” issued by the Institute of Chartered Accountants of India. Geographic Segments:Although the Group‟s major operating divisions are managed worldwide, their operations may be classified as those within and outside India. The following table shows the distribution of the Group's consolidated revenue and assets by geographical markets:(Rs. In lacs) For the Period ended on December,31,2009 Segment Revenue Domestic Overseas* Total 65329.25 2682.05 68011.30 As on December, 31 ,2009 Segment Assets Domestic ** Overseas Total 74087.33 165.85 74253.18 43,066.21 212.56 43278.77 50662.73 1261.87 51924.60 As on March, 31 ,2009 For the year ended on March,31,2009

* Represents revenue from infrastructure activities and allied services. ** Includes Miscellaneous Expenses of Rs.14.44 Lacs for December 31, 2009 and Rs. 19.51 lacs for March 31, 2009. j) Foreign Exchange Earnings and Outgo:(Rs. In lacs)

199

Particulars Traveling Expenditure

Period ended December 31,2009 Nil

Year ended March 31,2009 14.16

Year ended March 31,2008 Nil

Year ended March 31,2007 Nil

k) Balances of the Debtors, Creditors and Loans and Advances in the accounts are subject to confirmation and the balances are shown as net off to the extent applicable. l) Tax Deducted at Source on Gross Bill Works are subject to reconciliation with respective certificates and gross bill works. m) Pursuant to Accounting Standard – AS 28 – Impairment of Assets issued by the Institute of Chartered Accountants of India, the group has assessed its fixed assets for impairment as at March 31, 2009 and concluded that there has been no significant impaired fixed asset that needs to be recognized in the book of accounts.

n) The Provision for Taxation for the company has been made considering the profits for the period ended on December 31, 2009, which will be finalized based on profit for the year ended on 31 st March, 2010. o) Related parties are as identified & certified by the management and verified by the auditor. p) The “Other Income” as Recurring and Non-Recurring is based on business operations and business activities as determined by the Management.

q) On March 18, 2008, the Company was subjected to a search/ survey under section 132 and 133 of the Income Tax Act, 1961. During the course of this search / survey, the Income Tax Authorities have taken custody of certain documents / records and recorded statement of certain officials of the company.. r) Information pursuant to provisions of paragraphs 3 and 4 of the part II of Schedule VI to the Companies Act, 1956 is not applicable as the organization is a construction company. s) Previous year figures has been regrouped and/or rearranged wherever required.

As per our report Attached. For R.K. CHANDAK & CO Chartered Accountants Rajesh Kumar Chandak, Partner Membership No.054637 FRN No: -319248E Kolkata Dated: the 18th day of June, 2010. For and on Behalf of the Board of Directors Jain Infraprojects Limited Mannoj Kumar Jain Chairman Ashok Chadha Vice Chairman-cum- Managing Director Sumit Surana Company Secretary

200

ANNEXURE – V STATEMENT OF DIVIDEND Year ended March 31, Particulars Equity Shares Paid Up Share Capital (Rs. In Lacs) Face Value (Rs.) Rate of Dividend (%) Dividend Amount (Rs. In Lacs ) Corporate Dividend Tax (Rs. In Lacs ) No. of Equity Share of Rs. 10 Each 2521.39 10.00 25,213,850 2,315.39 10.00 10.00 186.05 31.62 23,153,850 1,832.51 10.00 10.00 173.52 29.49 18,325,100 1734.38 10.00 17,343,780 Dec. 31 ,2009 2009 2008 2007

Dividend has been declared on pro rata basis for the shares held for the period.

201

ANNEXURE VI SUMMARY OF ACCOUNTING RATIO:Particulars Basic & Diluted Earning Per Share ( EPS ) Return on Net Worth( % ) Net Assets Value Per Share (Rs.) Profit after Tax (Rs. In Lacs ) Net Worth (Rs. In Lacs ) Weighted Average No. of Shares Outstanding No. of Shares Outstanding Dec. 31, 2009 17.29 21.74 79.54 4,138.02 19036.88 23932905 25213850 2009 Year ended March 31, 2008 10.96 39.66 27.62 1,901.00 4793.01 1,73,51,824 1,83,25,100 2007 7.38 26.33 47.01 640.19 2431.35 51,71,441 1,73,43,780

18.45 26.72 69.05 3,431.93 12846.13 18605186 23153850

Note: The above ratios have been computed as below: Profit after tax Weighted average No. of equity shares outstanding during the year Profit after tax Return on Net Worth ( % ) Net Worth at the end of year Net Worth at the end of the year Net Asset Value Per Share (Rs.) Weighted average no. of equity share outstanding at the end of the year * Profit for the period 7th November, 2006 to 31st March, 2007 has been considered for the computation of Earning per Share (EPS). Earning Per Share Note: For December 31, 2009, EPS calculated on Nine month basis.

ANNEXURE – VII STATEMENT OF CAPITALISATION(Rs in lacs) Pre Issue as on Particulars December 31, 2009 Loans- Secured and Unsecured Short Term Debt 22778.14 Long Term Debt 12198.68 Total Debt 34,976.82 Share Holder's Fund Share Capital 2,521.39 Reserve & Surplus 16529.93 Sub-Total 19051.32 Less: Preliminary Expenses not written off 14.44 Total Shareholders Fund 19036.88 Long Term Debt/ Equity 0.81 * will be calculated after finalization of issue price

Pre Issue as on March 31, 2009 16,614.71 1,720.85 18,335.56 2,315.39 10550.25 12865.64 19.51 12846.13 0.13

Post Issue * [●] [●] [●] [●] [●] [●] [●] [●] [●] [●]

202

STATEMENT OF TAX SHELTER (As Restated) ANNEXURE - VIII(Rs in lacs) Dec. 31, As at March 31, Particulars 2009 2009 2008 2007 2006 Profit as per Books of Account5067.99 3978.19 2237.31 970.38 273.89 Before Tax Less: Profit of Subsidiary 3.56 112.59 5064.43 3865.60 2237.31 970.38 273.89 Tax Rate (Including Surcharge & 33.99% 33.99% 33.99% 33.66% 33.66% Cess)% MAT Rate (Including Surcharge & 17.00% 11.33% 11.33% 11.22% 8.42% Cess)% Notional Tax Payable-(A) 1,721.40 1,313.92 760.46 326.63 92.19 B) Adjustments 1-Impact in respect of profit from industrial undertaking engaged in 2314.6 2,353.20 1,375.28 Infrastructure Development u/s 80IA 2-Impact in respect of Depreciation 182.02 257.04 38.18 73.42 59.64 on Fixed Assets 3- Other Adjustments 11.82 (29.17) (18.75) Total B 2,508.44 2,581.07 1,394.71 73.42 59.64 Tax Burden / (Savings) thereon (852.62) (877.30) (474.06) (24.71) (20.07) Total Tax 868.78 436.61 286.40 301.92 72.12 Income Tax as per MAT 860.95 437.97 253.49 108.88 23.06 MAT Credit Tax Payable Tax as per Profit & Loss Account 868.78 437.97 286.40 301.92 72.12 The Provision for Taxation for the company has been made considering the profits for the period ended on December 31, 2009, which will be finalized based on profit for the year ended on 31st March, 2010.

2005 267.08 267.08 36.60% 7.84% 97.75

-

170.89 170.89 (62.55) 35.20 20.94 35.20

203

STATEMENT OF LOANS & ADVANCES (As Restated) ANNEXURE – IX(Rs in lacs) Dec. Particulars 31,2009 2009 Advances in cash or kind or for value to be 10,873.75 6,233.26 received Advance Payment of Taxes/Tax Deducted at 1,996.07 1,253.59 source Total 12,869.82 7,486.85

2008

As at March 31, 2007 2006 910.80 149.67 1,060.47 339.85 339.85

2005 262.70 262.70

3,646.99 471.12 4,118.11

204

STATEMENT OF SECURED LOANS (As Restated) ANNEXURE – X (Rs in lacs) As at March 31, Particulars LONG TERM LOANS Schedule Bank Equipment Finance ( Secured by the hypothecation of the equipments acquired under finance from schedule bank) Equipment Finance ( Secured by the hypothecation of the equipments acquired under finance from others) SHORT TERM LOANS: Schedule Bank Total Dec. 31 ,2009 2009 11,104.01 59.65 205.77 2008 403.76 2007 1,554.21 2006 101.47 2005 9.35

1,035.03

1,515.08

3,463.16

85.50

676.43

733.19

19,472.87 31,671.56

15,469.93 17,190.78

9,477.51 13,344.43

2,637.03 4,276.74

742.72 1,520.62

497.82 1,240.36

205

STATEMENT OF UNSECURED LOANS (As Restated) ANNEXURE – XI (Rs in lacs) Particulars Loans From Body Corporate Loans From a Director Loans From Others Total Unsecured Loans Dec. 31, 2009 3113.57 191.69 3305.26 As at March 31, 2009 1036.76 108.02 1144.78 2008 1772.69 32.35 1805.04 2007 332.12 50.00 382.12 2006 3.00 28.09 31.09 2005 50.00 53.09 103.09

206

STATEMENT OF SUNDRY DEBTORS (As Restated) ANNEXURE – XII (Rs in lacs) Dec. 31, Particulars 2009 2009 Debt outstanding for a period exceeding Six months 514.97 485.72 Debt outstanding for a period not exceeding Six months 24300.27 8229.32 Total Sundry Debtors 24815.24 8,715.04

As at March 31, 2008 2007 355.49 2523.16 2,878.65 3017.67 3,017.67

2006 2.11 133.71 135.82

2005 2.11 1173.94 1,176.05

207

CONTINGENT LIABILITIES ANNEXURE – XIII (Rs in lacs) Particulars Bank Guarantee against which Fixed Deposit receipt have been pledged towards margins Estimated amount of contract remaining to be executed on capital account and not provided Company has executed Corporate Guarantee on behalf of Jain Steel & Power Ltd & Jain Realty Limited. Company have executed Corporate Guarantee on behalf of Prakash Vanijay Private Limited Dec. 31 , 2009 15124.68 As at March 31, 2009 10982.63 As at March 31, 2008 2426.78 As at March 31, 2007 1336.59

NIL

NIL

NIL

376.00

6258.52**

5810.64*

2800.00

2800.00

647.69

NIL

NIL

NIL

*In the Year ended 31 March, 2009 Company has executed Corporate guarantee on Behalf of Jain Steel & Power Ltd Rs. 4023.64 Lacs and on behalf of Jain Realty Ltd Rs. 1787.00 Lacs. ** In the period ended 31 Dec, 2009 Company has executed corporate guarantee on Behalf of Jain Steel & Power Ltd Rs. 4264.00 Lacs and on behalf of Jain Realty Ltd Rs. 1994.52 Lacs.

208

ANNEXURE – XIV Detail of Related Parties as per AS-18 List of Related Parties Name of The Related Party 1 Promoters/ Directors Mr. Mannoj Kumar Jain Mrs. Rekha Mannoj Jain M/s Smriti Food Park Private Limited M/s Prakash Endeavours Private Limited M/s Tushita Builders Private Limited Mr. Sunder Shyam Dua Mr. Ashok Kumar Chadha 2 Subsidiary Company Jain Infra Global F.Z.E, UAE

Relationship

Promoter Director Promoter Director Promoter Promoter Promoter Independed Non –Executive Director Managing Director

Subsidiary Company

3

Companies / Firms in which Promoters / Directors or their Relative Having significant influence Bengal Infrastructure Development Private Limited Group Company Jain Coke & Power Private Limited Group Company Jain Energy Limited Group Company Jain Energy Trading Limited Group Company Jain Infra Developers Private Limited Group Company Jain Natural Resources Limited Group Company Jain Power Limited Group Company Jain Realty Limited Group Company Jain Renewable Energy Private Limited Group Company Jain Space Infra Venture Limited Group Company M K Media Pvt Ltd Group Company Neptune Plaza Maker Private Limited Group Company Odyssey Realtors Private Limited Group Company Prakash Endeavours Private Limited Group Company Prakash Petrochemicals Limited Group Company Prakash Vanijya Private Limited Group Company Smriti Food Park Private Limited Group Company Trinity Nirman Private Limited Group Company Tushita Builders Private Limited Group Company Jain Heavy Industries Private Limited Group Company Suraj Abasan Private Limited Group Company Jain Steel And Power Limited Group Company Ex Promoters/ Directors Mr. Darshan Lal Jain Mrs. Janki Devi Jain Mr. Parmod Kumar Dhawan Mr. Prem Prakash Sharma Mr. Kalyan K. Chattopadhyay

4

Promoter Director Promoter Director Director Director Director

STATEMENT SHOWING RELATED PARTIES TRANSACTIONS (AS RESTATED) (Rs. In lacs)
S. No. 1 Name of Related Party MANNOJ KUMAR Nature of Transaction Salary 01.04.2009 to 31.12.2009 45.00 31.03.2009 39.60 31.03.2008 26.28 31.03.2007 13.56 31.03.2006 31.03.2005 -

209

S. No.

Name of Related Party JAIN

Nature of Transaction Profit Interest Loan Given/ (Taken) Balance at year end Profit

01.04.2009 to 31.12.2009 5.56 (78.67) (191.69)

31.03.2009 4.80 (71.42) (108.02)

31.03.2008 13.92 17.65 (32.35)

31.03.2007 106.47 (50.00) (50.00)

31.03.2006 45.78 -

31.03.2005 32.07 -

REKHA MANNOJ JAIN 4.57 ASHOK KUMAR 3 Salary 97.50 CHADHA PRAKASH 4 ENDEAVOURS PVT. Profit 31.97 LIMITED SMRITI FOOD PARK 5 Profit 60.74 PRIVATE LIMITED TUSHITA BUILDERS 6 Profit 2.28 PRIVATE LIMITED Companies / Firms in which Promoters/Directors or their Relatives having significant influence JAIN COKE & POWER PRIVATE LIMITED JAIN ENERGY LIMITED Loan Given/ (Taken) Balance at year end Loan Given/ (Taken) Balance at year end Interest Income Loan Given/ (Taken) Balance at year end Loan Given/ (Taken) Balance at year end Interest Income Loan Given/ (Taken) Balance at year end Rent Loan Given/ (Taken) Balance at year end Loan Given/ (Taken) Balance at year end Loan Given/ (Taken) Balance at year end Loan Given/ (Taken) Balance at year end Loan Given/ (Taken) Balance at 0.01 (0.01) (691.23) (421.46) (811.60) (2,550.54) 0.35 0.35 124.00 124.00 8.74 79.41 164.69 (3.10) 50.82 132.00 (53.00) 417.99 87.53 (5.19) 11.76 62.60 85.28 53.92 53.92 (185.00) (185.00) (734.10) (330.46) 224.61 403.64 362.04 179.03 (15.00) 0.25 5.00 5.19 11.56 11.91 22.68 2.25 65.76 10.77 (0.01) 283.83 269.77 (1,946.36) (1,738.94) (61.09) (14.06) 3.85 202.86 207.42 50.03 47.03 1.59 1.59

2

45.78 45.78 -

32.07 -

22.00 (3.00) (25.00) (25.00) -

1

2

3

JAIN REALTY LIMITED

4

JAIN RENEWABLE ENERGY PRIVATE LIMITED

-

-

5

JAIN SPACE INFRA VENTURE LIMITED

1.20 (54.99) (54.99)

-

6

PRAKASH ENDEAVOURS PRIVATE LIMITED PRAKASH PETROCHEMICALS LIMITED PRAKASH VANIJYA PRIVATE LIMITED SMRITI FOOD PARK PRIVATE LIMITED TUSHITA BUILDERS PRIVATE LIMITED

15.00 15.00 -

7

8

9

(194.01) (183.01) 11.00 11.00

10

210

S. No.

Name of Related Party

Nature of Transaction year end Loan Given/ (Taken) Balance at year end Profit Profit

01.04.2009 to 31.12.2009 29.36 546.48 -

31.03.2009

31.03.2008

31.03.2007

31.03.2006

31.03.2005

11 12 13

JAIN STEEL AND POWER LIMITED DARSHAN LAL JAIN JANKI DEVI JAIN

(38.93) 517.12 -

336.93 556.05 -

52.63 219.12 4.57 2.28

13.00 166.49 -

153.49 153.49 -

Notes: Figure in bracket in balance at year end shows credit balance

211

STATEMENT OF CURRENT LIABILITIES AND PROVISIONS ANNEXURE -XV (Rs in lacs) Particulars Current Liabilities Sundry Creditors for Goods & Expenses Other Liabilities Total ( A ) Provisions Provision For Gratuity & Leave Encashment Provision For Income Tax Provision For Fringe Benefit Tax Proposed Dividend Provision for Corporate Tax on Dividend Total ( B ) Total ( A + B ) Dec. 31,2009 As at March 31, 2008 2007 2,797.13 280.84 3,077.97 18.75 660.89 19.00 173.52 29.49 901.65 3,979.63 2,064.58 193.37 2,257.95 374.50 8.78 383.28 2,641.23

2009 9922.24 453.20 10,375.44 47.93 1098.86 30.16 186.05 31.62 1,394.62 11,770.06

2006 274.24 0.90 275.14 72.11 4.77 76.88 352.02

2005 285.44 290.34 575.78 35.20 35.20 610.98

16,428.40 1,109.04 17,537.44

36.10 1967.64 30.16 2,033.90 19,571.34

212

STATEMENT OF OTHER INCOME ANNEXURE – XVI (Rs in lacs) Dec. Particulars 31,2009 Recurring Income Interest on FD 109.56 Non- Recurring Income Misc Income 63.55 Foreign Exchange Fluctuation 55.00 Total 228.11

2009 145.52 70.55 216.07

2008

As at March 31, 2007 0.58 35.31 35.89

2006 3.33 14.58 17.91

2005 2.50 2.50

213.46 51.98 265.44

213

STATEMENT OF DEFERRED TAX LIABILITY/ ASSETS (As Restated) Annexure – XVII Particulars Deferred Tax Liabilities On Difference between book and Tax WDV of the Fixed assets Total (A) Deferred Tax Assets Arising on account of Business losses etc Total (B) Deferred Tax Liabilities (AB) Current year/ period charge/ Credit As on 31/12/2009 As on 31/03/2009 As on 31/03/2008 As on 31/03/2007 (Rs in lacs) As on As on 31/03/2006 31/03/2005

368.70 368.70 368.70 61.19

307.51 307.51 307.51 97.13

210.38 210.38 210.38 39.69

170.69 170.69 170.69 24.26

146.43 146.43 146.43 9.07

137.36 137.36 137.36 137.36

214

STATEMENT OF EARNINGS PER SHARE ANNEXURE – XVIII For the Period Ended on Dec 31, 2009 For the Year ended March 31,2009 (Rs in lacs) For the For the Year Year ended ended March March 31,2008 31,2007

Sr. No. 1

Particulars

Profit computation for earning per share of Rs.10/- each Net Profit as per Profit & Loss Account 4,138.02 3,431.93 1,901.00 before earlier years tax(Rs in Lacs) Net Profit as per Profit & Loss Account 4,129.02 3,431.93 1,901.00 after earlier years tax(Rs in Lacs) Weighted average number of equity 2 share for EPS computation For Basic EPS No 2,39,32,905 2,31,53,850 1,73,51,824 For Diluted EPS No 2,39,32,905 2,31,53,850 1,73,51,824 Basic EPS ( Weighted average ) 3 Basic EPS ( before earlier years tax ) (Rs) 17.29 18.45 10.96 Basic EPS ( after earlier years tax ) (Rs) 17.24 18.45 10.96 Diluted EPS ( Weighted average ) 4 Diluted EPS ( before earlier years tax ) 17.29 18.45 10.96 Diluted EPS ( after earlier years tax ) 17.24 18.45 10.96 * Profit for the period 7th November, 2006 to 31st March, 2007 has been considered for the computation of Earning Per Share (EPS).

381.40* 381.40*

51,71,441 51,71,441 7.38 7.38 7.38 7.38

215

MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with (a) our restated consolidated financial statements as at and for the year ended March 31, 2005,2006, 2007, 2008, 2009 and the nine months ended December 31, 2009 and the reports thereon and annexures thereto and (b) our standalone restated financial statements as at and for the year ended March 31, 2005 and 2006 and the reports thereon and annexures thereto, which have been presented in accordance with paragraph B(1) of Part II of Schedule II to the Companies Act and with the SEBI Regulations, and which are all included in this Draft Red Herring Prospectus. Our financial statements are prepared in conformity with Indian GAAP. Indian GAAP differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles and auditing standards in other countries with which prospective investors may be familiar. In this section, references to “we”, “our” and “us” refers to the Company on a consolidated basis for any period or date between and including March 31, 2007 and December 31, 2009. References to “we”, “our” and “us” for any period or date prior to March 31, 2007 refers to the Company on a standalone basis. OVERVIEW We are an integrated construction and infrastructure development company providing engineering, procurement and construction services for infrastructure projects in India. Our primary project expertise is in the construction of Roads & Highways, and technical Building, Hospitals and Colleges, Integrated Townships, Land Development. We are headquartered in Kolkata, West Bengal, and have 5 offices/branches at Delhi, Lucknow, Patna, Bangalore and Sharjah (UAE). Our company is the flagship company of the Jain Group, which has business interests in infrastructure, energy (renewable and non-renewable), steel and real estate. Our Company was incorporated on March 31, 2000 as a partnership firm namely Bengal Construction Co. which was subsequently converted into a public limited company on 07 November 2006 under the Companies Act, 1956 in the name and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of the company was changed to Jain Infraprojects Limited on 21 Decemeber 2006 and a fresh certificate of Incorporation was obtained from the Registrar of Companies, West Bengal. The promoters of the company were the erstwhile partners in the partnership firm. For more details, please refer to the chapter titled “History and Corporate Structure” beginning on page 101 of this DRHP. Our expertise lies in planning, developing and executing projects in the areas of (i) Roads & Highways (ii) Civil & Structural Engineering (iii) Housing Colonies and (iv) Water Distribution System. While we primarily execute our projects independently or through sub-contracting, to be able to execute larger projects; we intend to enter into Joint Ventures / Strategic Alliances to meet the technical and pre-qualification requirements. Our fleet of construction equipment comprises of Heavy Earth Moving Machines such as hydraulic excavators, loaders, dozers; Concreting plants such as batch-mixing plants, concrete mixers, transit mixers, concrete pavers; Road equipment such as vibratory tandem rollers, electrical paver finishers, mechanical paver finishers, hot mix plants, static rollers bitumen sprayer in addition to supplementary equipment such as cars, jeeps, tippers, tractors. We have also invested in plants such as welding generators, gas cutting sets, work shop equipments, generators. On a standalone basis, for the Fiscal 2009, and for the nine months ended on December 31, 2009, our gross contract receipts were Rs. 50,446 lacs and Rs. 65,101 lacs respectively. For the respective periods, we earned a profit after tax of Rs. 3,319 lacs and Rs. 4,125 lacs. The value of the order book as on May 27, 2010 was Rs. 4,380.73 Crore. FACTORS AFFECTING OUR RESULTS OF OPERATIONS A number of factors have affected and we expect will continue to affect our results of operations. Some of the factors affecting our results of operations are discussed below: Dependence on Contracts Awarded by Government Authorities

216

Our business is substantially dependent on infrastructure projects in India undertaken or awarded by government authorities and other entities funded by governments. Contracts awarded to us by the government, including its central, state or local authorities, accounted for 71.56% and 76.28% of our total stand-alone income in Fiscal 2009 and the nine months ended December 31, 2009, respectively. Any change in government policies resulting in a decrease in the amount of infrastructure projects undertaken by the private sector, a decrease in private sector participation in infrastructure projects, the restructuring of existing projects or delays in payment to us may adversely affect our results of operations. Raw Material Costs Our results of operations may be adversely affected in the event of increases in the price of materials, fuel costs, labour or other project-related inputs. Timely and cost effective execution of our projects is dependent on the adequate and timely supply of key materials such as bitumen, gravel, steel, cement and aggregate (sand, bricks and sized metals). If we are unable to procure the requisite quantities of materials and in a timely manner, our results of operations may be adversely affected. Disparity in actual construction costs and the assumptions in our bid The actual expenses in executing fixed-price contracts or lump sum, turn-key contracts or agreements for the construction phase of a developer project may vary substantially from the assumptions underlying our bid and we may be unable to recover all or some of the additional expenses, which may have a material adverse effect on our results of operations. Availability of Skilled Labour and technical staff The cost and timely availability of skilled labour and engineers can have a significant effect on our results of operations. In addition, our results of operations could be adversely affected by disputes with our employees. Timely Availability of sufficient funds Our construction projects require large deployment of working capital. If we experience insufficient cash flows or are unable to obtain the necessary funds to allow us to make required payments on our debt or fund working capital requirements, there may be an adverse effect on our results of operations. In addition, fluctuations in market interest rates may affect the cost of our borrowings and our ability to procure funds at the current costs. Our ability to scale operations Our current order book and orders in the pipeline entail the execution of large projects. We envisage such execution in the future as well. If we are unable to execute larger projects and effectively manage our growth it could disrupt our business and reduce our profitability. Weather Conditions We have business activities that could be materially and adversely affected by severe weather. Our operations are also adversely affected by difficult working conditions and extremely high temperatures during summer months and during monsoon, which restrict our ability to carry on construction activities and fully utilize our resources. We record contract revenues for those stages of a project that we complete, after we receive certification from the client that such stage has been successfully completed. Since revenues are not recognized until we make progress on a contract and receive such certification from our clients, revenues recorded in the first half of our financial year between April and September are traditionally lower compared with revenues recorded during the second half of our financial year. During periods of curtailed activity due to adverse weather conditions, we may continue to incur operating expenses, but our revenues from operations may be delayed or reduced. Competition While most of the projects on hand have been obtained through a negotiated bidding system, we intend to take on larger projects that are on a competitive bidding system. This could increase the competitiveness of the environment we operate in, which may force us to reduce our bid prices, which in turn could affect our profitability. Tax Benefits Our Company has claimed certain tax benefits under Indian tax laws. For a detailed discussion on these tax benefits, please see “Statement of Tax Benefits” on page 52 of this Draft Red Herring Prospectus. In the event there is a change in the policy of the Government for income recognition of infrastructure companies, it may adversely affect our profitability.

217

General Economic Conditions in India and Globally Our performance is highly correlated to general economic conditions in India, which are in turn influenced by global economic factors. Any event or trend resulting in a deterioration in whole or in part of the Indian or global economy may directly or indirectly affect or performance, including the quality and growth of our assets. Any volatility in global commodity prices could adversely affect our results of operations. For further discussion of factors that may affect our results of operations, see the section entitled “Risk Factors” beginning on page xii of this Draft Red Herring Prospectus.

218

CRITICAL ACCOUNTING POLICIES Our Company maintains its accounts on an accrual basis following the historical cost convention in accordance with Indian GAAP. Indian GAAP comprises accounting standards notified by the Government of India in Section 211(3C) of the Companies Act, pronouncements of the Institute of Chartered Accounts of India and relevant provisions of the Companies Act. We seek to apply our accounting policies consistently from period to period. Some of our accounting policies are particularly critical to the portrayal of our financial position and results of operations and require the application of significant management assumptions and estimates. We refer to these accounting policies as our “critical accounting policies”. Our management uses our historical experience and analyses the terms of existing contracts, historical cost conventions, industry trends, information provided by our agents and others and information available from outside sources, as appropriate, to formulate its assumptions and estimates. These assumptions and estimates are inherently subject to uncertainty and actual results could differ from our management‟s assumptions and estimates. While all aspects of our financial statements and accounting policies should be understood in assessing our current and expected financial condition and results of operations, we believe that the following critical accounting policies warrant additional attention: Basis of Preparation of Consolidated Financial Statements The consolidated financial statements are prepared under historical cost convention on going concern basis, using the accrual system of accounting in accordance with the accounting principles generally accepted in India (Indian GAAP) and the requirement of the Companies Act, 1956, including the mandatory Accounting Standards as prescribed by the Companies (Accounting Standard) Rules 2006. Principle of Consolidation The Consolidated financial statements relate to the Company and its subsidiaries (hereinafter together with the Company collectively referred to as “the Group”. In the preparation of Consolidated Financial Statement, investment in subsidiaries has been accounted for in accordance with AS 21 (Consolidated Financial Statements). The Consolidated Financial Statement are prepared on the following basis: Subsidiary Enterprises are consolidated on line-by-basis by adopting together the book values of the like items of Assets, liabilities, income and expenses after eliminating all significant intra group balances and intra group transactions and also unrealized profit & losses, except where cost cannot be recovered. The results of operations of subsidiary are included in the consolidated financial statement from the date on which the parent and subsidiary relationship come to existence. Separate financial statements of the subsidiary, originally prepared in currencies different from the group's presentation currency, have been converted into Indian Rupees (INR) which is the functional currency of the parent company. In case of the foreign subsidiaries being non- integral foreign operations revenue items have been consolidated at the average of the rates prevailing during the year. The assets and liabilities are translated at the rates prevailing at the balance sheet date. The exchange differences arising on translation is debited or credited to Foreign Currency Translation Reserve Account. The difference (if any) between the cost to the group of investment in subsidiaries and the proportionate share in the investee Enterprise as at the date of acquisition of stake is recognized in the consolidated financial statement as Goodwill or Capital Reserve, as the case may be. Minorities' interest share in net profit (if any) of Consolidated Subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to the shareholders of the Group. Their share of net assets (if any) is identified and presented in the consolidated Balance Sheet separately. In case of foreign subsidiary , where the books of accounts have been prepared in compliance with local laws and / or International Financial Reporting Standard ,appropriate adjustment (if any ) for differences ( if any) have been made to the extent possible, the restated consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances, and are presented, to the extent possible, in the same manner as the Company's Restated Financial Statement.

219

Use of Estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires the management of the company to make estimates and assumption that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the year. Example of such estimates include employee retirement benefit plans, provision for income tax, useful life of fixed assets etc. the difference between the actual results and estimates are recognized in the period in which such results are known or materialized. Fixed Assets, Depreciation and Impairment of Assets:Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs relating to acquisition and installation of fixed assets are capitalized and include borrowing costs directly attributable to construction or acquisition of fixed assets, up to the date of asset is put to use. Depreciation on fixed assets has been provided as under:  Depreciation on fixed assets is provided on straight line method at the rates specified in schedule XIV of the Companies Act, 1956. Except for items for which 100% depreciation rates are applicable, depreciation on assets added/disposed of during the year has been provided on pro-rata basis with reference to the date of addition/disposal. The carrying amount of assets is reviewed at Balance Sheet date to determine, if there is any indication of impairment thereof based on external/internal factors and impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount which represent the greater of the net selling price of the assets and its value in use in assessing value in use, the estimated future cash flow are discounted to their present value based on an appropriate discount factor.

Revenue Recognition   Contract Revenue is recognized on the basis of work done and billed. Claims and counter claims (related to customers) including those under arbitration, are accounted for on their disposal. Other contract related claims are recognized when there is reasonable certainty as to their recoverability.

Investments Investments that are readily realizable and intended to be held for not more than a year are classified as current investment. All other investments are classified as long-term investment. Current investments, if any, are carried at lower of Cost and fair value determined on an individual basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investment. Inventories   Work in progress is valued at cost, which reflects works done but not certified and includes construction materials at sites and stores and spares. Cost of materials and stores and spares are determined under FIFO basis.

Foreign Currency Transactions: Foreign Currency Transactions are translated at the exchange rate prevailing on the reporting date. Foreign currency monetary assets and liabilities are translated at the exchange rate prevailing at the balance sheet dates. Difference in the exchange rate is dealt with in the Income statement as they arise. Translation of Integral and Non- Integral Foreign Operations:The financial statements of integral foreign operations are translated as if the transaction of foreign operations has been those of the group itself. In translating the financial statements of the non-integral foreign operation for the incorporation in the consolidated financial statement, assets and liabilities, monetary and non- monetary, of the non-integral

 

220

foreign operation are translated at average exchange rates for the period. All resulting exchange differences are accumulated in the foreign currency translation reserve until the disposal of the net investment. Borrowing Cost Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets up-to the date of the asset is put to use. All other borrowing costs are charged to Profit & Loss Account in the year in which they are incurred. Employee Benefits (i)  Long Term Employee Benefits:Defined Contribution Plans The Group has Defined Contribution Plans for post employment benefit in the form of Provident Fund. Besides, the company also makes contribution to the Employees State Insurance Scheme. These plans constitute insured benefits as the group has no further obligation beyond making the contributions. The company‟s contributions to Defined Contributions Plans are charged to the Profit & Loss Account as incurred.  Defined Benefit Plans The Group has Defined Benefit Plan for post employment benefit in the form of Gratuity.Liability for Defined Benefit Plan is provided on the basis of valuation, at the Balance Sheet Date, carried out by independent actuary. The actuarial valuation method used by independent actuary for measuring the liability is the Projected Unit Credit Method.  Compensated Absences Provision for compensated Absences is based on actuarial valuation carried out at Balance Sheet Date. (ii) Termination benefits:Termination benefits are recognized as an expense as and when incurred. (iii) Actuarial gains and losses:-

Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions are recognized immediately in the Profit & Loss Account as income or expense. Taxation   Provision for current tax is made on the assessable income/benefit in accordance with and at the rates specified under the Income Tax Act, 1961, as amended. In accordance with Accounting Standard 22 – Accounting for taxes on income, issued by the Institute of Chartered Accountants of India, Deferred Tax is recognized on timing difference being the difference between the taxable incomes and the accounting incomes that originate in one year and are capable of reversal in one or more subsequent periods. Deferred Tax Assets subject to the consideration of prudence are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be utilized. The tax effect is calculated on the accumulated timing difference at the year-end based on tax rates and laws enacted or substantially enacted on balance sheet date.

Earnings Per Share (EPS) Basic Earnings Per Share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the period is adjusted for events of fresh issue of shares during the year. For the purpose of calculating diluted Earnings Per Share, the net profit or loss for the year attributable to equity shareholders and weighted average number of equity shares outstanding during the year is adjusted (if any) for the effects of all dilutive potential equity shares.

Provision, Contingent Liabilities and Contingent Assets

221

Provision comprises liabilities of uncertain timing or amount. Provisions involving substantial degree of estimation in measurement are recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Contingent Liabilities are disclosed by way of notes to accounts. Dispute demands in respect of Income Tax are disclosed as contingent liabilities. Payment in respects of such demand, if any, is shown as an advance, till the final outcome of the matter. Contingent assets are not recognized in the financial statements. Claims Price escalation claims and additional claims including those under arbitration are recognized as revenue when they are realized or receipts thereof are mutually settled or reasonably ascertained. Start up Expenditure Site start-up expenses are charged off in the year these are incurred.

SUMMARY OF RESULTS OF OPERATIONS The table below sets forth, for the periods indicated, our consoliodated restated profit and loss account, both in absolute terms and with each line item represented as a percentage of total income: (Rs. in lacs)
Particulars Income Gross Contract Receipts Other Income Increase(Decrease in Inventories) Total Expenditure Raw Materials Consumed Other Contract Operating Expenses Staff Costs Administrative & Other Expenses Total Net Profit before Interest, Depreciation, Tax and Extraordinary items Depreciation Interest & Financial Charges Profit / Loss before Tax but before Extra - ordinary Items Provision for Taxation - Current Tax - Deferred Tax - Fringe Benefit Tax Profit / Loss after Tax but before Extra - ordinary Items 2009 Amount (%) 51,708.53 216.07 7,896.18 59,820.78 86.4% 0.4% 13.2% 100.00 For the year ended on 31st March 2008 2007 2006 Amount (%) Amount (%) Amount (%) 21,298.21 265.44 9,360.74 30,924.39 68.9% 0.9% 30.3% 10,468.66 35.89 2,198.25 12,702.80 82.4% 0.3% 17.3% 3,244.26 17.91 1,122.51 4,384.68 74.0% 0.4% 25.6% 2005 Amount (%) 4,141.62 2.50 (395.91) 3,748.21 110.5% 0.1% -10.6%

41,403.16 8,770.20 714.63 1,455.21 52,343.20 7,477.58 185.93 3,313.46 3,978.19

69.2% 14.7% 1.2% 2.4% 87.50 12.5% 0.3% 5.5% 6.7% 0.0% 0.7% 0.2% 0.0% 5.7%

19,550.30 6,067.65 518.31 578.88 26,715.14 4,209.25 121.20 1,850.74 2,237.31

63.2% 19.6% 1.7% 1.9% 86.4% 13.6% 0.4% 6.0% 7.2% 0.0% 0.9% 0.1% 0.0% 6.1%

7,551.58 2,674.22 822.35 305.55 11,353.70 1,349.10 80.81 297.91 970.38

59.4% 21.1% 6.5% 2.4% 89.4% 10.6% 0.6% 2.3% 7.6% 0.0% 2.4% 0.2% 0.0% 5.0%

1,306.30 2,416.45 105.70 121.32 3,949.77 434.91 66.21 94.81 273.89

29.8% 55.1% 2.4% 2.8% 90.1% 9.9% 1.5% 2.2% 6.2% 0.0% 1.6% 0.2% 0.1% 4.3%

1,338.77 1,803.34 3.47 95.40 3,240.98 507.23 54.77 185.38 267.08

35.7% 48.1% 0.1% 2.5% 86.5% 13.5% 1.5% 4.9% 7.1% 0.0% 0.9% 3.7% 0.0% 2.5%

437.97 97.13 11.16 3,431.93

286.40 39.69 10.22 1,901.00

301.92 24.26 4.01 640.19

72.12 9.07 4.77 187.93

35.20 137.36

94.52

222

Particulars Extra-ordinary Items Add/(Less) Taxation Adjustment Effect of change in accounting policy on account of deferred tax provisions Effect of change in accounting policy on account of Depreciation Profit/Loss after Extraordinary Items Add: Balance b/f from last year Profit available for appropriation Proposed Dividend Tax thereon Transfer to General Reserve Less : Profit for the period ended 06/11/2006 Profit Transferred to Balance Sheet

2009 Amount (%) 0.0% 0.0%

For the year ended on 31st March 2008 2007 2006 Amount (%) Amount (%) Amount (%) 0.0% 0.0% 0.0% 0.0% (15.52) -0.1% 0.0%

2005 Amount (%) 0.0% 0.0%

0.0%

0.0%

(146.42)

-1.2%

0.0%

0.0%

0.0% 3,431.93 2,377.98 5,809.91 186.05 31.62 20.00 5.7% 1,901.00 699.99 2,600.99 173.52 29.49 20.00

0.0% 6.1%

465.02 943.27

3.7% 7.4% 187.93

0.0% 4.3%

204.50 299.02

5.5% 8.0%

943.27

187.93

299.02

243.28 5,572.24 2,377.98 699.99 187.93 299.02

The table below sets forth, for the nine months ended December 31, 2009, our consolidated restated profit and loss account, both in absolute terms and with each line item represented as a percentage of total income: (Rs. in lacs) Particulars Income Gross Contract Receipts Other Income Increase(Decrease in Inventories) Total Expenditure Raw Materials Consumed Other Contract Operating Expenses Staff Costs Administrative & Other Expenses Total Net Profit before Interest, Depreciation, Tax and Extraordinary items Depreciation Interest & Financial Charges Profit / Loss before Tax but before Extra - ordinary Items Provision for Taxation - Current Tax - Deferred Tax - Fringe Benefit Tax Profit / Loss after Tax but before Extra - ordinary Items Extra-ordinary Items Add/(Less) Taxation Adjustment For the period ended on 31st December,2009 Amount (%) 67,783.19 228.11 8,340.75 76,352.05 33,821.92 32,832.86 817.73 558.47 68,030.98 8,321.07 186.04 3,067.04 5,067.99 868.78 61.19 4,138.02 (9.00) 88.8% 0.3% 10.9% 100.00 44.3% 43.0% 1.1% 0.7% 89.1% 10.9% 0.2% 4.0% 6.6% 0.0% 1.1% 0.1% 0.0% 5.4% 0.0% 0.0%

223

Particulars Effect of change in accounting policy on account of deferred tax provisions Effect of change in accounting policy on account of Depreciation Profit/Loss after Extra-ordinary Items Add: Balance b/f from last year Profit available for appropriation Proposed Dividend Tax thereon Transfer to General Reserve Less : Profit for the period ended 06/11/2006 Profit Transferred to Balance Sheet

For the period ended on 31st December,2009 Amount (%) 0.0% 0.0% 4,129.02 5.4% 5,572.24 9,701.26 9,701.26

Income Our income from contracts is earned primarily from EPC, LSTK, and item rate contracts. We bill clients on a periodic basis for our progress on their construction projects following their certification to the extent of the progress made. Our other income mainly includes interest earned from bank deposits and advances paid and miscellaneous income. Expenditure Our total expenditure comprises (i) Raw Materials Consumed, (ii) Contract Operating Costs, (iii) Staff costs, (iv) Administrative and selling expenses, (v) Interest & Finance charges and (vi) Depreciation. Raw Materials Consumed Contract materials and supplies consumed are the cost of materials consumed in our construction projects such as (i) Bitumen, (ii) Sand, gravel and other aggregates, (iii) Steel and Cement, (iv) Machinery & Road Construction Equipment, (v) electrical materials (vi) piping materials, (vii) high density poly ethylene liner and (ix) other materials, net of adjustments of opening and closing stock of raw materials. Contract Operating Costs Contract Operating costs consist of the amount paid to sub-contractors for the execution of projects on a back to back contract basis and on a piece-rate contract basis. Staff Costs Personnel costs consist of (i) salaries, wages and other benefits (bonuses, group insurance and gratuity and the Company‟s contribution to provident funds) to employees and directors and (ii) staff welfare costs. Administrative Expenses Administrative expenses include (i) insurance premium, (ii) tender forms and registration for tenders, (iii) travelling expenses, (iv) rent, (v) electricity charges, (vi) printing and stationary costs, (vii) legal and professional costs, and (viii) security costs. Finance Charges Finance charges comprise (i) interest and finance charges, such as interest charged on term loans, short term loans and hypothecation loans and (ii) bank charges, such as bank guarantee commission charges, bank service charges, letter-of-credit charges and loan processing charges. Depreciation Depreciation includes depreciation on building, plant and machinery, vehicles, furniture and fixtures, computers and office equipment and other fixed assets.

RESULTS OF OPERATIONS Nine Months Ended December 31, 2009 (on a Consolidated Basis) Income

224

Our Gross Contract Receipts for the nine months ended December 31, 2009 was Rs. 67,783.19 lacs. Other Income For the period ended December 31, 2009 we earned Rs. 109.56 lacs on our Fixed Deposits with Banks and financial institutions. We earned Rs. 63.55 lacs from miscellaneous sources, while Foreign Exchange Fluctuations brought in Rs. 55 lacs. Thus the total other income for the period was Rs. 228.11 lacs. Raw Materials Consumed We consumed Rs. 33,821.92 lacs of raw materials in the nine months ended December 31, 2009. Contract Operating Costs Our expenditure on contract operating costs was Rs. 32,832.86 lacs, which was mainly in connection with payments to sub-contractors performing work on projects in the Roads, building, industrial, and water networks sector. The increase was attributed to a reclassification of costs. Staff Costs Staff costs for the nine months ended December 31, 2009 were Rs. 817.73 lacs. The increase of 14% was attributed to additional manpower and an increase in the salaries. Administrative and Selling Expenses Administrative and selling expenses for the nine months ended December 31, 2009 were Rs. 558.47 lacs. Interest and Finance Charges Our interest and finance charges for the nine months ended December 31, 2009 were Rs. 3,067.04 lacs. Depreciation Depreciation which includes depreciation on building, plant and machinery, vehicles, furniture and fixtures, computers and office equipment and other fixed assets was Rs. 186.04 lacs. Profit before Taxation Principally for the reasons discussed above, our profit before taxation for the nine months ended December 31, 2009 was Rs. 5,067.99 lacs. Our profit before taxation for the nine months ended December 31, 2009 as a percentage of total income was 7.50%. Provision for Taxation Our total provision for taxation for the nine months ended December 31, 2009 was Rs. 929.97 lacs. The components of the provision were current tax at Rs. 868.78 lacs and deferred tax at Rs. 61.19 lacs. Our effective tax rate for the nine months ended December 31, 2009 was 26.79% compared with the statutory rate of 33.99%. Net Profit, as Restated As a result of the foregoing, our restated net profit for the nine months ended December 31, 2009 was Rs. 4,129.02 lacs. Our net profit, as a percentage of total income was 6.10%.

Year Ended March 31, 2009 (on a Consolidated Basis) Compared with Year Ended March 31, 2008 (on a Consolidated Basis) Our total income increased to Rs. 59,820.78 lacs in Fiscal 2009 from Rs. 30,924.39 lacs in Fiscal 2008, an increase of Rs. 28,896.39 lacs, or 93.44%. This was primarily due to increased execution of road projects. Contract Revenue Our contract revenue increased to Rs. 51,708.53 lacs in Fiscal 2009 from Rs. 21,298.21 lacs in Fiscal 2008, an increase of Rs. 30,410.32 lacs, or 142.78%. The above increases were due to work done on projects that were in progress in the prior fiscal year, the completion of some of the projects that were in progress in the prior fiscal year and work done on new projects. Other Income Other income decreased to Rs. 216.07 lacs in Fiscal 2009 from Rs. 265.44 lacs in Fiscal 2008, a decrease of Rs. 49.37 lacs, or 18.60%. The decrease in other income was primarily attributable to a reduction in the FD and ergo the interest from the FD.

225

Expenditure Our total expenditure increased to Rs. 52,343.20 lacs in Fiscal 2009 from Rs. 26,715.14 lacs in Fiscal 2008, an increase of Rs. 25,628.06 lacs, or 95.93%. As a percentage of total income, total expenditure increased from 86.40% in Fiscal 2008 to 87.50% in Fiscal 2009. The increase in total expenditure was principally due to an increase in cost of raw materials resulting from an increase in execution of infrastructure projects. Our contract materials and supplies consumed increased to Rs. 41,403.16 lacs in Fiscal 2009 from Rs. 19,550.30 lacs in Fiscal 2008, an increase of Rs. 21,852.86 lacs or 111.78%. The increase in materials consumed was primarily due to increased expenditure on materials and supplies consumed resulting from increased activity and an increase in prices of various material and supplies. The actual cost of contract materials and supplies consumed increased in volume and also as a percentage in Fiscal 2009. As a percentage of total income the cost of materials increased from 63.20% of total income in Fiscal 2008 to 69.20% of total income in Fiscal 2009. An increase in the price of materials contributed to the increase of cost of materials as a percentage of total income. Other Contract Operating Expenses Our other contract costs increased to Rs. 8,770.20 lacs in Fiscal 2009 from Rs. 6,067.65 lacs in Fiscal 2008, an increase of Rs. 2,702.55 lacs or 44.54%. The increase in other direct expenses was primarily due to increase in the material consumption. Our expenditure on major contract costs was as follows:    Expenditure on power and fuel increased by 75.2% from Rs. 650.04 lacs in Fiscal 2008 to Rs. 1,138.87 lacs in Fiscal 2009; Contract and Execution expenses increased by 29.7% from Rs. 4,199.05 lacs in Fiscal 2008 to Rs. 5,444.64 lacs in Fiscal 2009; Work Contract and other taxes increased Rs. 400.84 lacs to Rs. 597.73 lacsin Fiscal 2009 from Rs. 196.89 lacs in Fiscal 2008.

As a percentage of our total income, other contract operating expenses decreased from 19.60% of our total income in Fiscal 2008 to 14.7% of our total income in Fiscal 2009. Staff Costs Staff costs increased from Rs. 518.31 lacs in Fiscal 2008 to Rs. 714.63 lacs in Fiscal 2009, an increase of 37.88%. As a percentage of our total income, it reduced from 1.7% in Fiscal 2008 to 1.2% in Fiscal 2009. Administrative & Other Expenses Administrative and selling charges increased by 151.38% from Rs. 578.88 lacs in Fiscal 2008 to Rs. 1,455.21 lacs in Fiscal 2009. The increase in administrative and selling charges was primarily attributable to an increase in our construction activities. The major components of our administrative and other expenses are set forth below:      Rent increased by 3.1% from Rs. 57.40 lacs in Fiscal 2008 to Rs. 59.20 lacs in 2009 Expenditure on Rates & Taxes increased from Rs. 8.26 in Fiscal 2008 to Rs. 10.50 in Fiscal 2009, an increase of 27.2%. Insurance premiums decreased from Rs.26.44 lacs for the Fiscal 2008 to Rs. 10.48 in Fiscal 2009, a decrease of 60.4%. Audit Fees increased from Rs. 4.00 lacs in Fiscal 2008 to Rs. 6.75 lacs in Fiscal 2009 on account bilateral discussions with the auditors and increased volume of work. Traveling & conveyance increased on account of increased travel and conveyance of management to procure new orders. The expenditure increased from Rs. 33.98 lacs in Fiscal 2008 to Rs. 54.74 lacs in Fiscal 2009, registering an increase of 61.1%. Expenditure on Advertisement & Subscription increased by 20.5% from Rs. 168.53 lacs in Fiscal 2008 to Rs. 203.16 lacs in Fiscal 2009.

Finance Charges

226

Our finance charges increased by 79.03% from Rs. 1,850.74 lacs in Fiscal 2008 to Rs. 3,313.46 lacs in Fiscal 2009. This increase was primarily due to an increase in the development, construction and procurement of projects. Bank charges decreased by 6.7% from Rs. 191.38 lacs in Fiscal 2008 to Rs. 178.63 lacs in Fiscal 2009. Profit before Taxation Principally for the reasons discussed above, our profit before taxation increased to Rs. 7,477.58 lacs in Fiscal 2009 from Rs. 4,209.25 lacs in Fiscal 2008, an increase of Rs. 3,268.33 lacs, or 77.65%. Our profit before taxation as a percentage of total income was 12.5% in Fiscal 2009, compared with 13.61% in Fiscal 2008. Provision for Taxation Our provision for taxation increased to Rs. 546.26 lacs in Fiscal 2009 from Rs. 336.31 lacs for Fiscal 2008, increase of Rs. 209.95 lacs or 62.43%. Our effective tax rate in Fiscal 2009 was 26.79% compared with the statutory rate of 33.99%. Our effective rate of tax was lower than the statutory rate of tax due to the availing of the tax benefits provided under Section 80IA of the Income Tax Act, which provides for the exemption of profits on infrastructure projects from tax. Net Profit, as Restated Principally for the reasons discussed above, our net profit, as restated increased to Rs. 3,431.93 lacs in Fiscal 2009 from Rs. 1,901.00 lacs in Fiscal 2008, an increase of Rs. 1,530.93 lacs, or 80.53%. Our profit after taxation as a percentage of total income was 5.7% in Fiscal 2009 compared with 6.1% in Fiscal 2008.

Year Ended March 31, 2008 (on a Consolidated Basis) Compared with Year Ended March 31, 2007 (on a Consolidated Basis) Our total income increased to Rs. 30,924.39 lacs in Fiscal 2008 from Rs. 12,702.8 lacs in Fiscal 2007, an increase of Rs. 18,221.59 lacs, or 143.45%. This was primarily due to increased execution of road projects. Contract Revenue Our contract revenue increased to Rs. 21,298.21 lacs in Fiscal 2008 from Rs. 10,468.66 lacs in Fiscal 2007, an increase of Rs. 10,829.55 lacs, or 103.45%. The above increases were due to work done on projects that were in progress in the prior fiscal year, the completion of some of the projects that were in progress in the prior fiscal year and work done on new projects. Other Income Other income increased to Rs. 265.44 lacs in Fiscal 2008 from Rs. 35.89 lacs in Fiscal 2007, an increase of Rs. 229.5 lacs, or 639.59%. The increase in other income was primarily attributable to a significant increase in the interest on FD. Expenditure Our total expenditure increased to Rs. 26,715.14 lacs in Fiscal 2008 from Rs. 11,353.70 lacs in Fiscal 2007, an increase of Rs. 15,361.4 lacs, or 135.3%. As a percentage of total income, total expenditure decreased from 89.40% in Fiscal 2007 to 86.40% in Fiscal 2008. The decrease in total expenditure was principally due to a decrease in other contract operating expenses resulting from a decrease in Power & Fuel and Machinery Hire Charges as a percent of total income in Fiscal 2008. Raw Materials Consumed Our contract materials and supplies consumed increased to Rs. 19,550.30 lacs in Fiscal 2008 from Rs. 7,551.58 lacs in Fiscal 2007, an increase of Rs. 11,998.72 lacs, or 158.89%. The increase in materials consumed was primarily due to increased expenditure on materials resulting from increased activity and an increase in prices of various materials. As a percentage of total income the cost of materials increased from 59.15% of total income in Fiscal 2007 to 63.02% of total income in Fiscal 2008. Other Contract Operating Expenses Our other contract costs increased from Rs. 2,674.22 lacs in Fiscal 2007 to Rs. 6,067.65 lacs in Fiscal 2008, an increase of Rs. 3,393.43 lacs or 126.89%. Our expenditure on major contract costs was as follows:  Expenditure on power and fuel increased by 21.87% from Rs. 533.39 lacs in Fiscal 2007 to Rs. 650.04 lacs in Fiscal 2008;

227

  

Contract and Execution expenses increased by 200.91% from Rs. 1395.46 in Fiscal 2007 to Rs. 4,199.05 lacs in Fiscal 2008; Machinery Hire Charges decreased by 35.53% from Rs. 365.47 in Fiscal 2007 to Rs. 235.60lacs in Fiscal 2008; Work Contract and other taxes decreased by 101.06% to Rs. 196.89 in Fiscal 2008 from Rs. 297.95 in Fiscal 2007.

As a percentage of total income, other contract operating expenses decreased from 21.05% in Fiscal 2007 to 19.60% in Fiscal 2008. Staff Costs Staff costs decreased from Rs. 822.35 lacs in Fiscal 2007 to Rs. 518.31 lacs in Fiscal 2008, a decrease of 36.97%. As a percentage, it reduced from 6.47% in Fiscal 2007 to 1.7% in Fiscal 2008. Administrative & Other Expenses Administrative and selling charges increased by 89.46% from Rs. 305.55 lacs in Fiscal 2007 to Rs. 578.88 lacs in Fiscal 2008. The increase in administrative and selling charges was primarily attributable to an increase in our construction activities. The major components of our administrative and other expenses are set forth below:     Rent increased by 101.33% from Rs. 28.51 lacs in Fiscal 2007 to Rs. 57.40 lacs in Fiscal 2008 Expenditure on Advertisement & Subscription increased by 123.34% from Rs. 75.46 lacs in Fiscal 2007 to Rs. 168.53 lacs in Fiscal 2008. Expenditure on Legal, Professional & Consultancy Fees increased from Rs. 53.16 in Fiscal 2007 to Rs. 58.95 in Fiscal 2008, an increase of 10.9%. Miscellaneous expenses increased by 126.19% from Rs. 88.97 lacs in Fiscal 2007 to Rs. 201.24 lacs in Fiscal 2008.

Finance Charges Our finance charges increased by 521.24% from Rs. 297.91 lacs in Fiscal 2007 to Rs. 1,850.74 lacs in Fiscal 2008. This increase was primarily due increased short-term borrowings for the development, construction and procurement of projects. Profit before Taxation Principally for the reasons discussed above, our profit before taxation increased to Rs. 2,237.31 lacs in Fiscal 2008 from Rs. 970.38 lacs in Fiscal 2007, an increase 130.56%. Our profit before taxation as a percentage of total income was 7.23% in Fiscal 2008, compared with 7.64% in Fiscal 2007. Provision for Taxation Our provision for taxation increased to Rs. 336.31 lacs in Fiscal 2008 from Rs. 330.19 lacs for Fiscal 2007, increase of Rs. 6.12 lacs or 1.85%. The provision for current tax decreased to Rs. 286.40 lacs in Fiscal 2008 from Rs. 301.92 lacs for Fiscal 2007. Net Profit, as Restated Our net profit, as restated increased to Rs. 1,901 lacs in Fiscal 2008 from Rs. 943.27 lacs in Fiscal 2007, an increase of Rs. 957.73 lacs or 101.53%. Our net profit after taxation as a percentage of total income was 6.1% in Fiscal 2008 compared with 7.43% in Fiscal 2007. Year Ended March 31, 2007 (on a Consolidated Basis) Compared with Year Ended March 31, 2006 (on a Consolidated Basis)* *Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects Limited. Our total income increased to Rs. 12702.80 lacs in Fiscal 2007 from Rs. 4384.68 lacs in Fiscal 2006, an increase of Rs. 8,318.12 lacs, or 189.71%. Contract Revenue

228

Our contract revenue increased to Rs. 10468.66 lacs in Fiscal 2007 from Rs. 3244.26 lacs in Fiscal 2006, an increase of Rs. 7,224.40 lacs, or 222.68%. Other Income Other income increased to Rs. 35.89 lacs in Fiscal 2007 from Rs. 17.91 lacs in Fiscal 2006, an increase of Rs. 17.98 lacs, or 100.39%. Expenditure Our total expenditure increased to Rs. 11353.70 lacs in Fiscal 2007 from Rs. 3949.77 lacs in Fiscal 2006, an increase of Rs. 7,403.93 lacs, or 187.45%. As a percentage of total income, total expenditure decreased from 90.08% in Fiscal 2006 to 89.38% in Fiscal 2007.07. The increase in total expenditure was principally due to an increase in raw materials consumed. Raw Materials Consumed Our contract materials and supplies consumed increased to Rs. 7551.58 lacs in Fiscal 2007 from Rs. 1306.30 lacs in Fiscal 2006, an increase of Rs. 6,245.28 lacs or 478.09%. The increase in materials consumed was due to increase in prices of various materials and supplies. The actual cost of contract materials and supplies consumed increased in volume and also as a percentage in Fiscal 2007. As a percentage of total income the cost of materials increased from 29.79% of total income in Fiscal 2006 to 59.45% of total income in Fiscal 2007. Other Contract Operating Expenses Our other contract costs increased to Rs. 2674.22 lacs in Fiscal 2007 from Rs. 2416.45 lacs in Fiscal 2006, an increase of Rs. 257.77 lacs or 10.67%. As a percentage of our total income, other contract operating expenses decreased from 21.05% of our total income in Fiscal 2006 to 55.11% of our total income in Fiscal 2007. Staff Costs Staff costs increased from Rs. 105.7 lacs in Fiscal 2006 to Rs. 822.35 lacs in Fiscal 2007, an increase of 678%. As a percentage of total expenses, it increased from 2.68% in Fiscal 2006 to 7.24% in Fiscal 2007. Administrative & Other Expenses Administrative and selling charges increased by 151.85% from Rs. 121.32 lacs in Fiscal 2006 to Rs. 305.55 lacs in Fiscal 2007. The increase in administrative and selling charges was primarily attributable to an increase in our construction activities. Finance Charges Our finance charges increased by 214.22% from Rs. 94.81 lacs in Fiscal 2006 to Rs. 297.91 lacs in Fiscal 2007. Profit before Taxation Principally for the reasons discussed above, our profit before taxation increased to Rs. 970.38 lacs in Fiscal 2007 from Rs. 273.89 lacs in Fiscal 2006, an increase of Rs. 696.49 lacs, or 254.30%. Our profit before taxation as a percentage of total income was 6.25% in Fiscal 2007, compared with 7.64% in Fiscal 2006. Provision for Taxation Our provision for taxation increased to Rs. 330.19 lacs in Fiscal 2007 from Rs. 85.96 lacs for Fiscal 2006, increase of Rs. 244.23 lacs or 284.12%. Net Profit, as Restated Principally for the reasons discussed above, our net profit, as restated increased to Rs. 943.27 lacs in Fiscal 2007 from Rs. 187.93 lacs in Fiscal 2006, an increase of Rs. 755.34 lacs, or 401.93%. Our profit after taxation as a percentage of total income was 7.4% in Fiscal 2007 compared with 4.3% in Fiscal 2006. Sources of Capital and Liquidity To fund our capital needs, we have generally relied on short-term loans, working capital financing, hire purchase/hypothecation loans and cash flows from operating activities. Out of the net proceeds of the Issue, we intend to use Rs. 13,000 lacs for working capital requirements. We intend to use the remainder of the net proceeds of the Issue for investment in capital equipment and general corporate purposes. In the future, as we expand our business and the businesses of our subsidiaries, our capital needs will increase and we may need to

229

raise additional capital through further debt finance and additional issues of Equity Shares to fund our operations and/or make investments in our subsidiaries. Cash Flows

The table below sets forth our cash flows for the periods indicated.

Particulars Net cash from / (used in) operating activities Net cash from / (used in) investing activities Net cash from / (used in) financing activities Net increase / (decrease) in cash and cash equivalents

For the period ended December Fiscal 2009 31,2009 -14,466.16 27.97 15,685.91 1,247.72 -2,435.86 -1,830.47 4,501.72 235.39

Fiscal 2008 -7,468.03 -228.44 9,298.46 1,601.99

Fiscal 2007 -2,398.12 -764.38 3307.95 145.45

Cash Flows from / (Used in) Operating Activities Our net cash used in operating activities in the nine months ended December 31, 2009 was Rs. (14,466.16) lacs, although our operating profit before working capital changes for that period was Rs. 8,204.74 lacs. The difference was mainly due to a significant increase in Trade and Other Receivables to Rs. 20,740.69 lacs, which can be attributed to receivables from various projects which will be billed in the last quarter of Fiscal 2010. Our net cash from operating activities in Fiscal 2009 was Rs. (2,435.86) lacs, although our operating profit before working capital changes for that year was Rs. 7,367.99 lacs. The difference was mainly attributable to increases in Trade and Other Receivables and in Inventories. Our net cash from operating activities in Fiscal 2008 was Rs. (7,468.03) lacs, although our operating profit before working capital changes for that year was Rs. 4,021.29 lacs. The difference was mainly attributable to increase in Inventories. Our net cash from operating activities in Fiscal 2007 was Rs. (2,398.12) lacs, although our operating profit before working capital changes for that year was Rs. 1,438.62 lacs. The difference was mainly attributable to a significant increase in Trade and Other Receivables and also to increase in Inventories. Cash Flows from / (Used in) Investing Activities Our net cash from investing activities in the nine months ended December 31, 2009 was Rs. 27.97 lacs. Our net cash used in investing activities during this period reflects the purchase of Rs. 81.59 lacs of various fixed assets comprising buildings, plant and machinery, vehicles, computers and other assets, which were offset by Rs. 109.56 lacs in interest received in proceeds from the sale of fixed assets. Our net cash used in investing activities in Fiscal 2009 was Rs. 1,830.47 lacs. Our net cash used in investing activities during this period reflects the purchase of Rs. 1,975.99 lacs of various fixed assets comprising plant and machinery, vehicles, computers and other assets. Our net cash used in investing activities in Fiscal 2008 was Rs. 228.44 lacs. Our net cash used in investing activities during this period reflects the purchase of Rs. 838.80 lacs of various fixed assets, which was partially offset by Rs. 213.46 lacs in interest received and Rs. 396.90 lacs capital work-in-progress. Our net cash used in investing activities in Fiscal 2007 was Rs. 764.38 lacs. Our net cash used in investing activities during this period reflects the purchase of Rs. 426.06 lacs of fixed assets, which was partially offset by Rs. 58.00 lacs of sale of fixed assets. Cash Flows from / (Used in) Financing Activities Our net cash from financing activities in the nine months ended December 31, 2009 was Rs. 15,685.91 lacs. This cash flow reflects the proceeds from an increase of Rs. 14,480.78 lacs in proceeds from Secured Loans and Rs. 2,060.00 lacs from issuance of capital. This was offset partially by Rs. 3,067.04 lacs paid in interest.

230

Our net cash from financing activities in Fiscal 2009 was Rs. 4,501.72 lacs. This cash flow reflects the proceeds from an increase of Rs. 3,846.35 lacs in proceeds from Secured Loans and Rs. 4828.75 lacs from issuance of capital. This was offset partially by Rs. 3,313.46 lacs paid in interest. Our net cash from financing activities in Fiscal 2008 was Rs. 9,298.46 lacs. This cash flow reflects the proceeds from an increase of Rs. 9,067.68 lacs in proceeds from Secured Loans and Rs. 1,422.91 lacs in proceeds from unsecured loans. This was offset partially by Rs. 3,067.04 lacs paid in interest. Our net cash from financing activities in Fiscal 2007 was Rs. 3,307.95 lacs. This cash flow reflects the proceeds from an increase of Rs. 2,756.12 lacs in proceeds from secured loans, Rs. 351.03 lacs in proceeds from unsecured loans and Rs. 470.40 lacs from issuance of capital.

Balance Sheet Items Tangible Fixed Assets Our total tangible fixed assets after depreciation were Rs. 3,962.99 lacs as at December 31, 2009. Our fixed assets consist of plant and machinery, computers and software, buildings, office equipment, furniture and fixtures, motor vehicles and intangible assets. Our fixed assets are increasing gradually as we procure additional construction-related assets. Current Assets, Loans and Advances and Retention Money Our current assets, loans and advances and retention money as at December 31, 2009 were Rs. 70,263.45 lacs. Our current assets loans and advances comprise inventories, receivables from sundry debtors, cash and bank balances, and loans, advances, retention money and other current assets. Inventories Our inventories as at December 31, 2009 were Rs. 29,271.53 lacs, which consisted principally of work in progress and materials and components used in our construction projects. Sundry Debtors Our receivables from sundry debtors as at December 31, 2009 were Rs. 24,815.24 lacs. Cash and Bank Balances Our cash and bank balances as at December 31, 2009 were Rs. 3,306.86 lacs. Loans, Advances, Retention Money and Other Current Assets Our loans, advances, retention money and other current assets were Rs. 12,869.82 lacs as at December 31, 2009. Liabilities and Provisions Our total liabilities and provisions as at December 31, 2009 were Rs. 55,201.86 lacs. Our liabilities and provisions comprise secured loans, unsecured loans, and current liabilities and provisions in the amounts set forth below. Secured Loans Our secured loans as at December 31, 2009 were Rs. 31,671.56 lacs. Secured loans comprised Rs. 11,104.01 lacs in term loans from banks, Rs. 1,094.68 lacs in equipment and vehicle loans from banks. Further we have 19,472.87 lacs in short term loans from banks. Unsecured Loans Our unsecured loans as at December 31, 2009 were Rs. 3,305.26 lacs. Current Liabilities and Provisions Our current liabilities and provisions as at December 31, 2009 were Rs. 19,571.34 lacs. Our current liabilities include sundry creditors, advances from customers and other liabilities. Liabilities to sundry creditors as at December 31, 2009 were Rs. 16,428.40 lacs, which consisted principally of amounts owed to suppliers of materials, components and services for the execution of our construction business projects. Market Risks Foreign Currency Risk

231

To the extent that our income and expenditure are not denominated in the same currency, exchange rate fluctuations could cause some of our costs to increase more than our revenues on a given contract. Our future capital expenditures, including equipment and machinery, may be denominated in currencies other than Indian rupees. Therefore, declines in the value of the rupee against such other currencies could increase the rupee cost of making such purchases. Equity Price Risk Equity price risk arises when we are exposed to changes in the fair value of any traded equity instruments that we may hold due to changes in the equity markets. Our exposure to changes in equity prices is not material to our financial condition or results of operations. Interest Rate Risk We undertake debt obligations to support general corporate purposes, including capital expenditure and working capital needs. Upward fluctuations in interest rates increase the cost of debt and interest cost of outstanding variable rate borrowings. We do not currently use any derivative instruments to modify the nature of our debt so as to manage our interest rate risk. Unusual or infrequent events or transactions Except as disclosed in the Draft Red Herring Prospectus, to our knowledge there have been no unusual or infrequent events or transactions that have taken place since our incorporation, Significant economic changes that materially affected or are likely to affect income from continuing operations Except as disclosed in the Draft Red Herring Prospectus, to our knowledge there have been no significant economic changes that materially affected or are likely to affect income from continuing operations. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations Our business has been impacted and we expect will continue to be impacted by the trends identified in this section, and the uncertainties described in “Risk Factors” on page xii. To our knowledge, except as we have described in this Draft Red Herring Prospectus, there are no other known factors, which we expect to have a material adverse impact on our revenues or income from continuing operations. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known Except as described in this section and in “Risk Factors” and “Our Business” on pages xii and 72, respectively, to the best of our knowledge, there is no future relationship between expenditure and income that will have a material adverse impact on the operations and finances of our Company. Significant regulatory changes that materially affected or are likely to affect income from continuing operations Except as described in “Regulations and Policies” on page 89, there have been no significant regulatory changes that have materially affected or are likely to affect our income from continuing operations. The extent to which our business is seasonal We record contract revenues for those stages of a project that we complete, after we receive certification from the client that such stage has been successfully completed. Since revenues are not recognized until we make progress on a contract and receive such certification from our clients, revenues recorded in the first half of our financial year between April and September are traditionally substantially lower compared with revenues recorded during the second half of our financial year. Further, our construction business generally invoices a substantial portion of its projects in the last quarter of the fiscal year, which results in higher levels of sundry debtors as at March 31, of each fiscal year than at other times during the year. Significant Developments after 31 December 2009 Enhancements of credit limits IDBI Bank has renewed the working capital limits and has enhanced the fund based to Rs. 55 Crore and non fund based to Rs. 380 Crore. Foreclosure of loan The Company has foreclosed the Corporate Loan of Rs. 1,000 lacs to State Bank of India on 28th April‟ 2010. Incorporation of group companies

232

During the period in review, the promoters of our company namely Mr. Mannoj Jain and Ms. Rekha Mannoj Jain have incorporated two companies namely, Jain Solar Energy Private Limited and Glossy Developers Private Limited on 18 March 2010 and 19 March 2010 respectively. Coporate Guarantees The company had provided corporate guarantees to one of its group companies to the tune of Rs. 1,994.54 lacs as of 31 December 2009 for the loan procured by Jain Realty from the Central Bank of India. The said loan has been foreclosed by Jain Realty on 05 April 2010. In view of this foreclosure, the entire guarantee amount of Rs. 1,994.54 lacs stands withdrawn.

233

FINANCIAL INDEBTEDNESS The total outstanding amount as on 31 May 2010 with respect to our financial borrowings was Rs 56,993 Lacs, divided into Rs. 54,038 Lacs as secured loans and Rs. 2,955 Lacs as unsecured loans. Set forth below is a brief summary of our current significant outstanding financing arrangements. A. Fund and Non-fund Based Loans Amount outstanding on 31 May 2010 Rate of Interest/ Commission

S. No.

Lender(s)

Details

Nature of facility

Repayment Schedule

Security Primary security: First charge on stocks of raw materials, WIP, finished goods, book debts and other chargeable current assets of the company ranking pari passu with other member banks

1.

Punjab National Bank^

Revalidation of Working capital sanction vide letter dated 8 September 2009 and Sanction Letters dated 2 April 2009 and 3 January 2009

Cash Credit – Rs 22.50 crores; Bank Guarantee – Rs 25 crores

Cash Credit – Rs 22.72 crores

Cash Credit – BPLR + 1.5% p.a. Bank Guarantee – As per Bank‟s rules

Repayable as and when demanded by the lender

Collateral security: property, plant & machinery, land and office premises as outlined in the sanction letter* Personal guarantee of Mannoj Kumar Jain, Rekha Mannoj Jain Corporate Guarantee of Tushita Builders Private Limited, Smriti Food Park Private Limited, Prakash Endeavours Private Limited and Suraj Abasan Private Limited Cash Credit – Pari Passu charge on stocks of raw material, WIP & Book debts and other chargeable assets of the project allocated to the bank

Cash Credit – Rs 60 crores 2. Central Bank of India^^ Sanction Letter dated 23 June 2009 Bank Guarantee – Rs 145 crores

Cash Credit – Rs 60.57 crores** Bank Guarantee – Rs 115.36 crores

Cash Credit – BPLR Bank Guarantee – 1.5% p.a. for performance guarantee and 2.25%

Working Capital Limit is repayable on demand of the lender

234

S. No.

Lender(s)

Details

Nature of facility Inland (DA) LC Sub-limit of Rs 40 crores

Amount outstanding on 31 May 2010

Rate of Interest/ Commission for financial guarantee

Repayment Schedule

Security

Bank Guarantee – counter guarantee of the company Of the non fund based – sub limit of 40 crores as LC – Hypothetication of stocks under DALC and accepted hundies under multiple banking.* Personal guarantee of Mannoj Kumar Jain, Rekha Mannoj Jain and corporate guarantee of all owners of immovable property Cash Credit - Pari Passu charge over current assets of the company Bank Guarantee – Extension of charge on fixed and current assets of the company. Counter guarantee of the company* Personal guarantee of Mannoj Kumar Jain and Rekha Jain Corporate guarantee of Tushita Builders Private Limited, Smriti Food Park Private Limited, Prakash Endeavours Private Limited, Suraj Abasan Private Limited,

3.

UCO Bank^^^

Sanction of Credit Facilities vide letter dated 16 June 2009

Cash Credit – Rs 22.50 crores Bank Guarantee – Rs 50 crores

Cash Credit – Rs 22.58 crores Bank Guarantee – Rs 0.49 crores

Cash Credit – BPLR – 0.50% subject to minimum of 12% p.a. Bank Guarantee – 25% concession in commission

Repayable on demand

235

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on 31 May 2010

Rate of Interest/ Commission

Repayment Schedule

Security Neptune Plaza Maker Private Limited and Prakash Vanijya Private Limited Cash credit - Pari passu charge on present and future current assets of the Company

Cash Credit – Repayable on Demand Cash Credit – Rs 55 crores Domestic Bank Guarantee – Rs 80 crores Inland Letter of Credit (LC) sublimit – Rs 25 crores Foreign Bank Guarantee – Rs 300 crores Foreign Letter of Credit sub-limit – Rs 30 crores Cash Credit – Rs 30.27 crores Bank Guarantee – Rs 47.36 crores Domestic Bank Guarantee – Maximum period restricted to 4 years extendable on a caseto-case basis/12 months line Inland LC Maximum Tenor – 180 days/12 months line Foreign Bank Guarantee – 4 years, extendable on a caseto-case basis/12 months Foreign LC – Maximum Tenor – 180 days

Collateral charge on pari passu basis with other consortium members Pledge of 30 percent of existing paid-up equity shares of the company on pari passu basis with other consortium members* Personal guarantee of Mannoj Kumar Jain and Rekha Mannoj Jain Corporate guarantee of Tushita Builders Private Limited, Smriti Food Park Private Limited, Prakash Endeavours Private Limited, Neptune Plaza Maker Private Limited, Suraj Abasan Private Limited and Prakash Vanijya Private Limited Domestic Bank guarantee Counter guarantee of the company and extension of charge on all primary and

Cash Credit – BPLR – 75 bps Domestic and Foreign Bank Guarantee – 0.75% p.a. Domestic and Foreign LC – 0.75% p.a.

4.

IDBI Bank***

Renewal-cumEnhancement of Credit Facilities vide letter dated 20 April 2010

236

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on 31 May 2010

Rate of Interest/ Commission

Repayment Schedule

Security collateral securities stipulated for cash credit facility Inland LC – Documents to title of goods and extension of charge on all primary and collateral securities stipulated for cash credit facility Foreign Bank guarantee Counter guarantee of the company and extension of charge on all primary and collateral securities stipulated for cash credit facility Foreign LC Documents to title of goods and extension of charge on all primary and collateral securities stipulated for cash credit facility Primary security – first charge over entire stocks of raw materials, SIP, receivables and all other miscellaneous current assets, both present and future on pari passu basis with other consortium members Collateral security – equitable

Cash credit – Rs 50 crores Sanction of Credit Facilities vide letter dated 11 November 2009 Bank Guarantee – Rs 115 crores LC Sublimit – Rs 25.50 crores

Cash Credit – SBAR Cash Credit – Rs 44.50 crores Bank Guarantee – Rs 33.43 crores Bank Guarantee – 25% concession in commission LC – As per standard rates

5.

State Bank of India****

Working Capital repayable on demand

237

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on 31 May 2010

Rate of Interest/ Commission

Repayment Schedule

Security mortgage on certain properties on pari passu basis with other WC members in the consortium members, first charge on unencumbered plant & machinery on pari passu basis with other WC members in the consortium* Personal guarantee of Mannoj Kumar Jain and Rekha Mannoj Jain. Corporate guarantee of Tushita Builders Private Limited, Smriti Food Park Private Limited, Prakash Endeavours Private Limited, Prakash Vanijya Private Limited, Suraj Abasan Private Limited and Neptune Plaza Maker Private Limited Cash credit – First pari passu charge with other banks on entire current assets of the company including stocks of raw materials, work in process, book debts and other current assets present and future Collateral on properties Company security various of the valued

6.

State Bank of Bikaner and Jaipur^^^^

Sanction of Credit Facilities vide letter dated 28 August 2009

Cash Credit – Rs 10 crores Bank Guarantee – Rs 10 crores

Cash Credit – Rs 8.17 crores Bank Guarantee – Rs 1.34 crores

Cash Credit – BPLR Bank Guarantee – 1.5% p.a. for performance guarantee and 2.25% for financial guarantee

Repayable on demand

238

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on 31 May 2010

Rate of Interest/ Commission

Repayment Schedule

Security at Rs crores* 21.98

Personal guarantee of Mannoj Kumar Jain and Rekha Mannoj Jain Corporate guarantee of Tushita Builders Private Limited, Smriti Food Park Private Limited, Prakash Endeavours Private Limited, Prakash Vanijya Private Limited and Citiwings Highrise Private Limited Bank guarantee – omnibus counter guarantee of the company and guarantee and extension of hypothetication charge on the company‟s entire current assets. Security available for cash credit limit will also cover this facility. Cash credit – Rs 25 crores WCFC sub limit - Rs 15 crores) Letter of guarantee – Rs 75 crores LC sublimit – Rs 20 crores Cash Credit – Rs 24.43 crores Bank Guarantee – Rs 19.96 crores Cash Credit – BPLR WCFC sub limit – Normal charges Letter of guarantee – 75% of normal charges LC – 75% of normal charges Repayable on demand Prime security: Cash credit & WCFC – first pari passu charge along with other working capital bankers on entire current assets, both present and future Letter of guarantee – general counter indemnity of the company and

7.

Indian Overseas Bank*^

Credit Sanction Advice vide letter dated 5 September 2009

239

S. No.

Lender(s)

Details

Nature of facility Conversion into FB sub-limit – Rs 18.75 crores Forward cover limit for WCFC – Rs 15 crores

Amount outstanding on 31 May 2010

Rate of Interest/ Commission

Repayment Schedule

Security extension of first pari passu charge on the current assets including stock in transit of the company. Letter of credit – documents of title to goods/ accepted hundies and extension of the first pari passu charge on the current assets including stock in transit of the company Conversion into FB limit – extension of first pari passu charge on the current assets including stock in transit of the company Collateral security: Equitable mortgage on land and office premises and plant & machinery valuing Rs 35.23 crores* Personal guarantee of Mannoj Kumar Jain and Rekha Mannoj Jain Corporate guarantee of Tushita Builders Private Limited, Suraj Abasan Private Limited, Neptune Plaza Maker Private Limited, Prakash Endeavours Private Limited

240

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on 31 May 2010

Rate of Interest/ Commission

Repayment Schedule

Security and Prakash Vanijya Private Limited. First charge on pari passu basis by way of hypothecation and/or pledge of the Company‟s current assets i.e. stocks of raw materials, semifinished and finished goods, stores and spares not relating to plant and machinery, bills receivable, book debts and other movables First charge on the Company‟s unencumbered movable plant and machinery, machinery spares, tools and accessories and other movable assets

8.

Working Capital Consortium of the banks named in S. No. 1 to 71

Working Capital Consortium Agreement and Joint Deed of Hypothecation dated 23 December 2009

Cash Credit – Rs 220 crores Bank Guarantee – Rs 500 crores

Cash Credit – Rs 213.24 crores Bank Guarantee – Rs 217.94 crores As stated in S. No. 1 to 7 Repayable on demand

*The Company has entered into a Working Capital Consortium Agreement and Deed of Hypothecation dated 23 December 2009 details of which are set out in Item No. 8 below. The charge created under the consortium documents has also been specified therein. **The Company has converted Rs 36.25 crores from Non-Fund based to Fund based and accordingly, the Cash Credit balance has been reduced from Rs 96.82 crores to Rs 60.57 crores. ^ The Company has applied for the bank‟s consent for this Initial Public Offering. The bank has confirmed that the same is under process vide Letter dated 25 June 2010 ^^ The Company has obtained consent of the bank for this Initial Public Offering vide Letter No.KMO/CMD/2010-11/06/239 dated 9 June 2010 ^^^ The Company has applied for the bank‟s consent for this Initial Public Offering. The bank has confirmed that the same is under process vide Letter No. MCC/ADV/399/2010-11 dated 23 June 2010 *** The Company has obtained consent of the bank for this Initial Public Offering vide Letter No.IDBI/SCBKol/CG/JIL/2161 dated 8 June 2010 **** The Company has obtained consent of the bank for this Initial Public Offering vide Letter No. IFB/RM-III/10-11/50 dated 9 June 2010 ^^^^ The Company has obtained consent of the bank for this Initial Public Offering vide Letter No. C&I/ADV/524 dated 2 June 2010 *^ The Company has applied for the bank‟s consent for this Initial Public Offering. The bank has confirmed that the same is under process vide Letter No. IOB/IBB/2010-11 dated 23 June 2010
1

The Banks named in S. No. 1 to 7 have entered into a Consortium Agreement in respect of the fund and non-fund based facilities extended by them. The amounts of loan mentioned in S. No. 8 are only cumulative figures and do not represent additional facilities granted by the Banks.

241

Restrictive Covenants under Sanction Letter of Punjab National Bank Following activities not to be undertaken without permission of the bank:  Company will not declare / pay dividend without prior approval of consortium. Restrictive Covenants under Sanction Letter of Central Bank of India Following activities not to be undertaken without permission of the bank:  Acquisition of fixed assets  Expansion cum modernization  Borrowing from any other source  Investment in subsidiaries / associates  Giving guarantee to any person / concern including associate concerns  Disposal of fixed assets  Opening of an account with any other bank  Declaration of dividend  Creation of a charge, mortgage or other encumbrance or part with possession or do anything which would prejudice the security. Restrictive Covenants under Sanction Letter of UCO Bank Without permission of the Lender, the Company shall not:  Effect a change in its capital structure  Formulate any scheme of amalgamation or reconstruction  Invest, lend or advance funds with any other concern  Undertake guarantee obligations on behalf of any other company, firm or person  Declare dividends except out of profits  Withdraw money brought in by shareholders/directors/depositors  Make a major change in management  Pay consideration/commission to the guarantors whose guarantees have been furnished for the credit limits sanctioned by the Lender  Sell, assign, mortgage, dispose off or create any other charge on assets charged to the Lender  Undertake any activity other than that for which the facility has been sanctioned  Utilisation of cash accruals for purposes other than meeting operating and other project related expenses during the moratorium period  Make financial arrangements for the project with any other bank. Restrictive Covenants under Sanction Letter of IDBI Bank Following activities not to be undertaken without permission of the bank:  Investment in group companies  Change in capital structure  Any scheme of amalgamation or reconstruction  Undertake any new project / scheme  Invest, lend or advance funds with any other concern  Enter into borrowing arrangements with any other bank  Undertake guarantee obligations on behalf of anyone else  Declare divided except out of profits  Shortfall in cash flows to be met by promoters from their own sources  Maintain account in any other bank Restrictive Covenants under Sanction Letter of State Bank of India Following activities not to be undertaken without permission of the bank:  Change in capital structure  Any scheme of amalgamation or reconstruction  Undertake any new project / scheme  Invest, lend or advance funds with any other concern  Enter into borrowing arrangement with other bank or financial institution

242

       

Undertake guarantee obligations on behalf of anyone else Declare divided except out of profits Sell, dispose or create any other charge on assets charged to the bank Enter any long term contractual obligation affecting the company financially Change practice with regard to remuneration of directors. Undertake any trading activity other than the sale of products arising out of its own manufacturing operations Permit any transfer of controlling interest Withdrawal of money brought in by shareholders/directors/depositors

Restrictive Covenants under Sanction Letter of State Bank of Bikaner and Jaipur Without permission of the bank, following activities not to be undertaken:  Change in capital structure  Any scheme of amalgamation or reconstruction  Undertake any new project / scheme  Invest, lend or advance funds with any other concern  Enter into borrowing arrangement with any other bank or financial institution  Pay guarantee commission to the guarantors whose guarantees have been stipulated for credits limits sanctioned by the Lender  Undertake guarantee obligations on behalf of anyone else  Declare divided except out of profits  Sell, dispose or create any other charge on assets charged to the bank  Enter any long term contractual obligation affecting the company financially  Change practice with regard to remuneration of directors.  Undertake any trading activity other than the sale of products arising out of its own manufacturing operations  Permit any transfer of controlling interest. Restrictive Covenants under Sanction Letter of Indian Overseas Bank Following activities not to be undertaken without permission of the bank:  Change in capital structure  Formulate any scheme of amalgamation or reconstruction  Implement any scheme of expansion or diversification or capital expenditure except normal replacements/capex indicated in funds flow statement submitted to the Lender  Enter into borrowing or non-borrowing arrangements with any other bank or financial institution  Invest, lend or advance funds with any other concern  Undertake guarantee obligations on behalf of anyone else  Declare divided except out of profits  Make any drastic change in its management setup  Approach capital markets for mobilizing additional resources  Sell or dispose off or create security or any other charge on assets charged to the bank  Create or permit to subsist any mortgage, charge, pledge, lien or other security interest on any of the company‟s undertakings, properties or assets Restrictive Covenants under the Working Capital Consortium Agreement Without the written consent of the Banks, the Company cannot:  Compound or release any book-debts nor do anything whereby the recovery of the same may be impeded, delayed or prevented;  Deal with the goods, movables and other assets and documents of title thereto, or the goods, movables and other assets covered by the documents pledged or hypothecated or otherwise charged to the Banks Without prior written consent of Central Bank, the Company cannot:  Declare dividends on share capital  Effect a change in its capital structure  Formulate any scheme of amalgamation or reconstruction  Implement any scheme of expansion or diversification or modernization other than incurring routine capital expenditure

243

     

Make any corporate investments by way of share capital/debentures or lend or advance funds to or place deposits with any other concern expect as done in normal course of business or required under law Undertake guarantee obligation on behalf of any third party or other company Make any other borrowing arrangement Pay dividend other than out of current year‟s profit after making all due provisions Dispose of the whole or substantially the whole of undertaking Remove or dismantle any assets comprised as security expect where the same by reason of the assets being worn out

244

B. S. No.

Term Loans Lender(s) Details Nature of facility Amount outstanding on May 31, 2010 Rs 101.02 crores Repayment Schedule Security

1. Central Bank of India*

Sanction Letter dated June 23, 2009

Term Loan – Rs 100 crores

Repayable in 8 quarterly installments of Rs 12.50 crore each after moratorium of 12 months

2. Indiabulls Financial Services Ltd

Loan Sanction Letter dated March 31, 2010

Term Loan – Rs 30 crores

Nil#

Monthly installment Rs 1.05 crores

125% security in the form of Equitable Mortgage of immovable property and liquid security owned by associate companies backed by corporate guarantee of associate companies owning the assets Property offered as security - 34.474 cottah of land at 22/1, Belvedre Road and 14.66 cottah of land at 4, Hastings Park Road, P.O. and P.S.Alipore, Kolkata - 700027 Corporate Guarantee of Quantum Nirman P Ltd and Prakash Vanijya P Ltd

Repayable in Equitable Mortgage of 11 quarterly immovable property and installments liquid security owned by starting from associate companies December backed by corporate 2009. Repaid guarantee of associate prior to due companies owning the date by the assets Company #The Company is only a co-applicant to the term loan along with Mannoj Kumar Jain, Rekha Mannoj Jain, Tushita Builders Private Limited, Jain Space Infraventure Limited, Prakash Endeavours Private Limited, Seven Heaven Infrastructure Private Limited, Sonata Construction Private Limited, Ambition Construction Private Limited and Aspire Builders Private Limited. The loan was borrowed by and disbursed to M/s Jain Realty Ltd * The term loan has been sanctioned for augmenting long term resources for improving net working capital. Restrictive Covenants on the Company under the Indiabulls Financial Services Limited Term Loan Without the written consent of the Lender, the Company cannot:  Significant change in the debt-equity ratio and/or current ratio.  Lease out or give on leave or licence or part with the possession of the property offered as security (“Property”) or any part thereof.  Sell, transfer, mortgage, lease, surrender or in any other manner whatsoever transfer and/or alienate, encumber or create any third party interest in the Property or any part thereof.  Change the use of the Property.  Amalgamate or merge the Property with any other property or adjacent property or create a right of way or easement on the Property.  Stand as a surety for anybody or guarantee the repayment of any loan or overdraft or the purchase price of an asset  Leave India for employment or business of for long term stay abroad without fully repaying the loan and interest and other dues and charges including prepayment charges as per rules of the Lender then in force.  Effect any change in the constitution, management or existing ownership or control or share capital.

3. State Bank of India

Sanction of Credit Facilities vide letter dated November 11, 2009

Corporate Loan – Rs 10 crores

Nil. Repaid on 28 April 2010

245

  

Execute any document, such as a Power of Attorney or other similar deed, in favour of any person to deal with the Property in any manner whatsoever. Effect any oral or other partition of the Property or enter into any family arrangement or use it for the purpose of business and/or any commercial purpose. Enter into any agreement for cancellation of the sale deed or title deed entered into for the purchase of the Property. Equipment Finance Loans Lender(s) Details Nature of facility Amount outstanding on May 31, 2010 Rs 261.85 lacs Repayment Schedule Security

C. S. No.

1.

SREI Equipment Finance Limited

Agreement AHL023849

No.

Equipment Finance term Loan of Rs 418.76 lacs

34 monthly installments of Rs 15.83 lacs

Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors

2.

SREI Equipment Finance Limited

Agreement AHL023941

No.

Equipment Finance term Loan of Rs 46.94 lacs

Rs 29.35 lacs

34 monthly installments of Rs 1.77 lacs

3.

SREI Equipment Finance Limited

Agreement AHL023942

No.

Equipment Finance term Loan of 91.88 lacs

Rs 57.45 lacs

34 monthly installments of Rs 3.47 lacs

4.

SREI Infrastructure Finance Limited

Agreement AHL013744

No.

Equipment Finance term Loan of Rs 71.29 lacs

Rs 12.18 lacs

35 monthly installments of Rs 2.49 lacs

5.

SREI Infrastructure Finance Limited

Agreement AHL018853

No.

Equipment Finance term Loan of Rs 110.27 lacs

Rs 40.83 lacs

34 monthly installments of Rs 3.91 lacs

6.

SREI Infrastructure Finance Limited

Agreement AHL018997

No.

Equipment Finance term Loan of Rs 134.97 lacs

Rs 54.20 lacs

34 monthly installments of Rs 4.78 lacs

7.

SREI Infrastructure

Agreement AHL023197

No.

Equipment Finance term

Rs 25.67 lacs

34 monthly installments

Hypothecation of Plant and

246

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on May 31, 2010

Repayment Schedule

Security

Finance Limited

Loan of Rs 49.20 lacs

of Rs lacs

1.73

Machinery financed by way of first/exclusive charge Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed by way of first/exclusive charge Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed by way of first/exclusive charge Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed

8.

SREI Infrastructure Finance Limited

Agreement AHL022610

No.

Equipment Finance term Loan of Rs 308.04 lacs

Rs lacs

173.78

34 monthly installments of 11.24 lacs

9.

SREI Infrastructure Finance Limited

Agreement AHL010502

No.

Equipment Finance term Loan of Rs 85.50 lacs

Rs 2.83 lacs

35 monthly installments of Rs 2.83 lacs

10. SREI Infrastructure Finance Limited

Agreement AHL010562

No.

Equipment Finance term Loan of Rs 87.59 lacs

Rs 2.89 lacs

35 monthly installments of Rs 2.90 lacs

11. SREI Infrastructure Finance Limited

Agreement AHL013038

No.

Equipment Finance term Loan of Rs 53.11 lacs

Rs 5.30 lacs

36 monthly installments of Rs 1.79 lacs

12. SREI Infrastructure Finance Limited

Agreement AHL018534

No.

Equipment Finance term Loan of Rs 88.89 lacs

Rs 35.83 lacs

34 monthly installments of Rs 3.16 lacs

13. SREI Infrastructure Finance Limited

Agreement AHL018535

No.

Equipment Finance term Loan of Rs 104.62 lacs

Rs 38.74 lacs

34 monthly installments of Rs 3.71 lacs

Personal Guarantees of Promoter

247

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on May 31, 2010 Rs 21.06 lacs

Repayment Schedule

Security

14. HDFC Bank Limited

Agreement No. 12563026 dated 23 January 2008

Equipment Finance term Loan of Rs 82 lacs

36 monthly installments of Rs 2.76 lacs

Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter

15. HDFC Bank Limited

Agreement No. 12760727 dated 22 February 2008

Equipment Finance term Loan of Rs 5.16 lacs

Rs 1.49 lacs

36 monthly installments of Rs 0.18 lacs

16. HDFC Bank Limited

Agreement No. 13170893 dated 10 May 2008

Equipment Finance term Loan of Rs 6 lacs

Rs 2.28 lacs

36 monthly installments of Rs 0.20 lacs

17. HDFC Bank Limited

Agreement No. 14362381 dated 24 January 2009

Equipment Finance term Loan of Rs 4.76 lacs

Rs 2.88 lacs

36 monthly installments of Rs 0.16 lacs

18. HDFC Bank Limited

Agreement No. 14362546 dated 22 January 2009

Equipment Finance term Loan of Rs 4.26 lacs

Rs 2.58 lacs

36 monthly installments of Rs 0.14 lacs

19. ICICI Bank Limited

Agreement No. LACAL00010981251 dated 21 June 2008

Equipment Finance term Loan of Rs 5.63 lacs

Rs 0.57 lacs

36 monthly installments of Rs 0.19 lacs

20. ICICI Bank Limited

Agreement No. LACAL00008223349

Equipment Finance term Loan of Rs 13.70 lacs

Rs 8.66 lacs

36 monthly installments of Rs 0.46 lacs

21. Reliance Capital Limited

Agreement No. RLNCKOL000116902

Equipment Finance term Loan of Rs 17 lacs

Rs 7.83 lacs

35 monthly installments of Rs 0.57 lacs

248

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on May 31, 2010 Rs 20.98 lacs

Repayment Schedule

Security

22. Tata Capital Limited

Agreement 7000046913

No.

Equipment Finance term Loan of Rs 36.23 lacs

36 monthly installments of Rs 1.27 lacs

Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors Hypothecation of Plant and Machinery financed Personal Guarantees of Promoter Directors

23. Tata Capital Limited

Agreement 7000046915

No.

Equipment Finance term Loan of Rs 7 lacs

Rs 4.05 lacs

36 monthly installments of Rs 0.25 lacs

24. Tata Capital Limited

Agreement 7000046916

No.

Equipment Finance term Loan of Rs 7.86 lacs

Rs 4.55 lacs

36 monthly installments of Rs 0.28 lacs

D. S. No.

Loans Availed from Promoters/Group Companies Lender(s) Details Nature of facility Amount outstanding on May 31, 2010 Rs 2.27 crores Rs 0.28 crores Rs 0.19 crores Rs 0.42 crores Repayment Schedule Security

1. Mannoj Kumar Jain 2. Rekha Mannoj Jain 3. Jain Energy Ltd 4. Smriti Food Private Limited Park

Letter dated 7 May 2010 Letter dated 7 May 2010 Letter dated 12 May 2010 Letter dated 14 May 2010

Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan

4 Months 4 Months 4 Months 4 Months

Unsecured Unsecured Unsecured Unsecured

E. S. No.

Loans Availed from Others Lender(s) Details Nature of facility Amount outstanding on May 31, 2010 Rs 0.15 crores Rs 0.15 crores Rs 0.15 crores Rs 5 crores Rs 0.20 crores Repayment Schedule Security

1. Abharani Vinimay Pvt. Ltd. 2. Criticare Marketing Pvt. Ltd. 3. Devraaj Mercantiles Pvt. Ltd. 4. Ahinsa Merchandise Pvt. Ltd. 5. Archidply Industries Ltd.

Letter dated 17 May 2010 Letter dated 28 May 2010 Letter dated 13 May 2010 Letter dated 19 May 2010 Letter dated 1

Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured

4 Months 4 Months 3 Months 2 Months 4 Months

Unsecured Unsecured Unsecured Unsecured Unsecured

249

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on May 31, 2010 Rs 0.50 crores Rs 1 crore Rs 0.25 crores Rs 0.17 crores Rs 0.20 crores Rs 0.5 crores Rs 0.15 crores Rs 0.50 crores Rs 0.25 crores Rs 0.25 crores Rs 0.10 crores Rs 0.25 crores Rs 0.10 crores Rs 0.50 crores Rs 0.50 crores Rs 0.50 crores Rs 0.13 crores Rs 0.50 crores Rs 0.10 crores

Repayment Schedule

Security

6. Arunoday Holdings Pvt. Ltd. 7. Bahubali Properties Ltd. 8. Baid Holdings Private Limited 9. Bhandari & Asopa (India) Pvt. Ltd. 10. Bina Commercial Pvt. Ltd. 11. Creative Vanijya Pvt. Ltd. 12. Dhiraj Projects (P) Ltd. 13. Diwansons Marketing Pvt. Ltd. 14. Dream Nirman Pvt. Ltd. 15. East India Flour Mills (P) Ltd. 16. Flow Fund Vanijya Pvt. Ltd. 17. Gandeswari Impex Private Limited 18. Gangadhar Dealers Pvt. Ltd. 19. Gangaur Properties Pvt. Ltd. 20. G.L. Investment Pvt. Ltd. 21. Hollyfield Traders Ltd. 22. J.V. & Sons Pvt. Ltd. Pvt.

23. Kabita Trade Link Pvt. Ltd. 24. Kamod Finvest (P) Ltd.

25. K.D. Commercials Ltd. 26. Majestic Sales Promotion Pvt. Ltd. 27. Mayank Fincom Ltd. 28. Mayank Securities Pvt. Ltd. 29. Nilliam Pathy Tracon (P) Ltd. 30. Nirvin Cold Storage Pvt. Ltd. 31. Nivedan Investments

April 2010 Letter dated 1 April 2010 Letter dated 17 April 2010 Letter dated 16 April 2010 Letter dated 19 February 2010 Letter dated 20 April 2010 Letter dated 20 May 2010 Letter dated 12 April 2010 Letter dated 1 April 2010 Letter dated 10 March 2010 Letter dated 8 February 2010 Letter dated 27 April 2010 Letter dated 27 May 2010 Letter dated 1 April 2010 Letter dated 3 May 2010 Letter dated 27 May 2010 Letter dated 1 April 2010 Letter dated 29 March 2010 Letter dated 25 March 2010 Letter dated 5 February 2010 & 16 March 2010 Letter dated 14 April 2010 Letter dated 26 April 2010 & 29 April 2010. Letter dated 1 June 2010 Letter dated 3 February 2010 Letter dated 9 February 2010 Letter dated 3 April 2010 Letter dated 7

Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan

4 Months 6 Months 4 Months 4 Months 4 Months 4 Months 4 Months 4 Months 3 Months 22 Days 4 Months 4 Months 4 Months 4 Months 4 Months 4 Months 6 Months 4 Months Days 4 Months 9

Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured

Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured

Rs 0.17 crores Rs 5 crores

5 Months 25 Days & 4 Months 16 Days 6 Months 4 Months

Unsecured Unsecured

Rs 0.40 crores Rs 0.70 crores Rs 0.25 crores Rs 0.50 crores Rs 0.05 crores

6 Months 4 Months 4 Months 4 Months 4 Months

Unsecured Unsecured Unsecured Unsecured Unsecured

250

S. No.

Lender(s)

Details

Nature of facility

Amount outstanding on May 31, 2010

Repayment Schedule

Security

& Trading Company Pvt. Ltd. 32. Patni Resources Pvt. Ltd. 33. Pure Vyapaar Pvt. Ltd. 34. Rishab Exports Ltd. 35. Shreya Trade Link (P) Ltd. 36. Siddharth Enclave Pvt. Ltd. 37. Signet Merchandise Pvt. Ltd. 38. Speed Cargo Movers Pvt. Ltd. 39. Srivani Merchants Pvt. Ltd. 40. Subhash Credit Capital Ltd. 41. Sunrise Promoters Pvt. Ltd. 42. Sunshine Fintrade Pvt. Ltd. 43. Swecha Commercial Private Limited 44. Suave Construction Pvt. Ltd. 45. Surana Brothers Private Limited 46. Vibgyor Financial Services Pvt. Ltd. 47. Vikash Smelters & Alloys Limited 48. Vistar Financiers Pvt. Ltd. 49. Wise Investments Pvt. Ltd.

January 2010 Letter dated 29 April 2010 Letter dated 1 April 2010 Letter dated 5 April 2010 Letter dated 29 March 2010 Letter dated 4 March 2010 Letter dated 18 May 2010 Letter dated 8 February 2010 Letter dated 16 February 2010 Letter dated 3 February 2010 Letter dated 1 April 2010 Letter dated 1 April 2010 Letter dated 21 April 2010 Letter dated 25 May 2010 Letter dated 26 April 2010 Letter dated 13 March 2010 Letter dated 23 April 2010 Letter dated 21 April 2010 Letter dated 28 May 2010

Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Unsecured Loan Rs 0.10 crores Rs 0.20 crores Rs 0.20 crores Rs 0.50 crores Rs 0.08 crores Rs 0.25 crores Rs 0.25 crores Rs 0.10 crores Rs 1.30 crores Rs 0.20 crores Rs 0.25 crores Rs 0.15 crores Rs 0.48 crores Rs 1 crore Rs 0.50 crores Rs 0.50 crores Rs 0.26 crores Rs 0.90 crores 4 Months 4 Months 3 Months 4 Months 3 Months 4 Months 4 Months 4 Months 4 Months 4 Months 4 Months 4 Months 4 Months 4 Months 3 Months 4 Months 4 Months 4 Months Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured

251

SECTION VI: LEGAL AND REGULATORY INFORMATION

OUTSTANDING LITIGATIONS AND DEFAULTS

Except as described below, there are no outstanding litigations, suits, criminal or civil prosecutions, proceedings, statutory and other notices or tax liabilities by or against our Company, our Subsidiary or our Directors or our Promoter or our Group Companies and there are no defaults, non-payment or over dues of statutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues payable to holders of any debentures, bonds or fixed deposits and arrears of preference shares issue by our Company, defaults in creation of full security as per terms of issue/other liabilities, proceedings initiated for economic/civil/any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part 1 of Schedule XIII of the Companies Act) other than unclaimed liabilities of our Company and no disciplinary action has been taken by SEBI or any stock exchanges against the Company, its Promoters, Group Companies, Directors. Pending matters which, if they result in an adverse outcome, would materially and adversely affect the operations or the financial position of our Company: 1. (a) Cases against our Company Show Cause-cum-Demand Notice No C.No.V(15)127/ST-Adjn./Commr./09/25272 dated 9 November 2009 under the Finance Act, 1994 for evasion of service tax during the financial years 2006-07 and 2007-08 Pursuant to the course of an audit conducted on the Company by the Senior Audit Officer, Principal Director of Audit, Central, Kolkata, the Department noted that the Company had received Rs 5,09,45,292 (Rupees Five crores nine lakhs forty five thousand two hundred ninety two) as subcontractor of M/s Ganon Dunkerley & Co Limited for construction of a commercial and residential complex and Rs 5,45,83,372 (Rupees Five crores forty five lakhs eighty three thousand three hundred seventy two) as sub-contractor of M/s National Buildings Construction Corporation Limited, Meija for construction of a residential complex. The Department alleged that during the financial years 2006-07 and 2007-08 (i) the Company had not paid appropriate service tax on the gross amounts of Rs 5,09,45,292 (Rupees Five crores nine lakhs forty five thousand two hundred ninety two) and Rs 5,45,83,372 (Rupees Five crores forty five lakhs eighty three thousand three hundred seventy two); and (ii) interest of Rs 1,66,455 (Rupees One lakh sixty six thousand four hundred fifty five) had been attracted under section 75 of the Finance Act, 1994 (“Finance Act”) for delayed payment of the said service tax. Accordingly, on 9 November 2009, the Company received a Show Cause-cum-Demand Notice No C.No.V(15)127/ST-Adjn./Commr./09/25272 (“Notice”) issued by the Commissioner of Service Tax, Kolkata wherein a total service tax, education cess and secondary and higher education cess of Rs 80,37,164 (Rupees Eighty lakhs thirty seven thousand one hundred sixty four), Rs 1,60,744 (Rupees One lakh sixty thousand seven hundred forty four) and Rs 49,869 (Rupees Forty nine thousand eight hundred sixty nine) respectively along with the aforementioned interest was stated as recoverable. Further, as per records of the Service Tax Commissionerate, Kolkata, the Company had not registered itself as a provider of „Commerical or Industrial Construction Service‟ and „Construction of Residential Complex Service‟ before the financial year 2007-08 and had failed to file their ST-3 return for providing taxable service under the said categories during the financial years 2006-07 and 2007-08 within the limits prescribed. In addition to the above, the Notice also required the Company to show cause within 30 days as to why appropriate penalty under section 76, 77 and 78 of the Finance Act should not be imposed on it. The Company has not filed any response to the Notice nor has any date of hearing been fixed and the matter is pending with the Commissioner of Service Tax, Kolkata.

(b)

Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year 2008-09 On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the Company and various group companies and the residence of Mr Mannoj Kumar Jain in Kolkata and a survey under section 133A of the IT Act was undertaken at the office of the Company in Patna.

252

The Company had filed the original return of income on 29 September 2008 disclosing a total income of Rs 17,69,97,748 (Rupees Seventeen crores sixty nine lakhs ninety seven thousand seven hundred forty eight). Thereafter, on 30 March 2009, the Company filed a revised return of income disclosing a total income of Rs 8,42,58,348 (Rupees Eight crores forty two lakhs fifty eight thousand three hundred forty eight). Pursuant to the above, on 9 September 2009, a notice under section 143(2) and 142(1) of the IT Act was served upon the Company by the Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) and several hearings were conducted. The Company also made submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 3,08,74,730 (Rupees Three crores eight lakhs seventy four thousand seven hundred thirty) (“Notice”) was issued by the ACIT requiring the Company to pay the said amount within 30 (Thirty) days of the service of notice. The Order also specifies that penalty proceedings would be initiated separately. The Company had filed a petition under section 154 of the IT Act claiming credit for tax deducted at source of Rs 2,31,58,070 (Rupees Two crores thirty one lakhs fifty eight thousand and seventy) pursuant to which the ACIT passed an Order dated 20 May 2010 (“Rectification Order”) revising the tax liability and a revised Notice of Demand under section 156 of the IT Act for an amount of Rs 14,02,602 (Rupees Fourteen lakhs two thousand six hundred and two) (“Revised Notice”) was issued to the Company. The Company has not filed any response to the Revised Notice and the matter is currently pending.

(c)

Show Cause Notice and Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year 2007-08 On 19 September 2008, the Company had filed the original return of income disclosing an income of Rs 5,51,11,049 (Rupees Five crores fifty one lakhs eleven thousand and forty nine). Thereafter, on 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the Company and various group companies and the residence of Mr Mannoj Kumar Jain in Kolkata and a survey under section 133A of the IT Act was undertaken at the office of the Company in Patna. Thereafter, on 20 January 2009, a notice under section 153A of the IT Act was served upon the Company by the Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) requiring it to furnish its return of income. The Company responded to the notice on 19 February 2009 requesting that the original return be treated as the return filed under section 153A of the IT Act. Pursuant to the above, on 14 August 2009, a notice under section 143(2) and 142(1) of the IT Act was served upon the Company by the ACIT and several hearings were conducted. The Company also made submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 18,47,523 (Rupees Eighteen lakhs forty seven thousand five hundred twenty three) (“Notice”) was issued by the ACIT requiring the Company to pay the said amount within 30 (Thirty) days of the service of notice. Further, on 31 December 2009, a show cause notice under section 274 and 271 of the IT Act in respect of penalty proceedings was issued by the ACIT for having concealed particulars of income and having furnished inaccurate particulars of income. The Company has paid a sum of Rs 10,00,000 (Rupees Ten lakhs) on 31 March 2010 and the matter is currently pending.

(d)

Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1246 dated 29 January 2010 under the Income Tax Act for short deduction and collection of tax during the second quarter of financial year 2008-09 On 29 January 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1246 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the second quarter of the financial year 2008-09, the Company had short deducted/collected tax to the extent of Rs 2,45,060 (Rupees Two lakhs forty five thousand and sixty) and was consequently liable to pay Rs 2,67,760 (Rupees Two lakhs sixty seven thousand seven hundred and sixty) as interest. The Company was required to appear before the ITO on 11 February 2010 to show cause as to why the same should not be levied. On 8 June 2010, the Company has filed a response with the ITO clarifying the position regarding short deduction of tax and interest payable and

253

has submitted evidence of the deposit of short deduction of tax of Rs 2,003 (Rupees Two thousand and three) made on 18 March 2010. The matter is currently pending with the ITO.

(e)

Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1248 dated 29 January 2010 under the Income Tax Act for short deduction and collection of tax during the third quarter of financial year 2008-09 On 29 January 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1248 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the third quarter of the financial year 2008-09, the Company had short deducted/collected tax to the extent of Rs 1,08,530 (Rupees One lakh eight thousand five hundred and thirty) and was consequently liable to pay Rs 2,97,520 (Rupees Two lakhs ninety seven thousand five hundred and twenty) as interest. The Company was required to appear before the ITO to show cause as to why the same should not be levied. On 8 June 2010, the Company has filed a response with the ITO clarifying the position regarding short deduction of tax and interest payable. The matter is currently pending with the ITO.

(f)

Show Cause Notice No. ITO/WD-58(2)/201(1)/09-10/1249 dated 29 January 2010 under the Income Tax Act for short deduction and collection of tax and delay in deposit of tax deducted and collected during the fourth quarter of financial year 2008-09 On 29 January 2010, the Company received a Show Cause Notice No. ITO/WD-58(2)/201(1)/0910/1249 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, the Company had short deducted/collected tax to the extent of Rs 3,66,960 (Rupees Three lakhs sixty six thousand nine hundred and sixty) and had not paid tax deducted/collected to the extent of Rs 3,04,780 (Rupees Three lakhs four thousand seven hundred and eighty) and was consequently liable to pay Rs 65,460 (Rupees Sixty five thousand four hundred and sixty) as interest. The Company was required to appear before the ITO to show cause as to why the same should not be levied. On 8 June 2010, the Company has filed a response with the ITO clarifying the position regarding short deduction of tax and interest payable and has submitted evidence of the deposit of short deduction of tax of Rs 9,900 (Rupees Nine thousand nine hundred) made on 18 March 2010. The matter is pending with the ITO.

(g)

Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1618 dated 24 March 2010 under the Income Tax Act for short deduction and collection of tax during the fourth quarter of financial year 2008-09 On 24 March 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1A)/0910/1618 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, the Company had short deducted/collected tax to the extent of Rs 3,020 (Rupees Three thousand and twenty) and was consequently liable to pay Rs 1,19,980 (Rupees One lakh nineteen thousand nine hundred and eighty) as interest. The Company was required to appear before the ITO to show cause as to why the same should not be levied. On 8 June 2010, the Company has filed a response with the ITO clarifying the position regarding short deduction of tax and interest payable. The matter is currently pending with the ITO.

(h)

Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1247 dated 29 January 2010 under the Income Tax Act for delayed deposit of tax deducted and collected during the third quarter of financial year 2007-08 On 29 January 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1247 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to

254

be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the third quarter of the financial year 2007-08, the Company had delayed deposit of tax deducted/collected and was consequently liable to pay interest of Rs 500 (Rupees Five hundred). The Company was required to appear before the ITO to show cause as to why the same should not be levied. On 25 May 2010, the Company has filed a response with the ITO stating that interest amounting to Rs 967 (Rupees Nine hundred and sixty seven) was deposited on 7 March 2008. The matter is currently pending with the ITO.

(i)

Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1065 dated 21 October 2009 under the Income Tax Act for delayed deposit of tax deducted and collected during the fourth quarter of financial year 2007-08 On 21 October 2009, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1065 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2007-08, the Company had short deducted/collected tax to the extent of Rs 17,860 (Rupees Seventeen thousand eight hundred and sixty) and was consequently liable to pay interest of Rs 76,830 (Rupees Seventy six thousand eight hundred and thirty). The Company was required to appear before the ITO to show cause as to why the same should not be levied. On 25 May 2010, the Company filed a response with the ITO with certain clarifications. The matter is currently pending with the ITO.

(j)

Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1509 dated 8 March 2010 under the Income Tax Act for delayed deposit of tax deducted and collected during the fourth quarter of financial year 200708 On 8 March 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1509 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2007-08, the Company had short deducted/collected tax to the extent of Rs 2,42,040 (Rupees Two lakhs forty two thousand and forty) and was consequently liable to pay interest of Rs 2800 (Rupees Two thousand eight hundred). The Company was required to appear before the ITO to show cause as to why the same should not be levied. The Company has not responded to the Notice and the matter is pending before the ITO.

M/s Bengal Construction Company (k) Show Cause Notice and Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment year 2007-08 On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the group concerns of M/s Bengal Construction Company (“BCC”) and at the residence of Mr Mannoj Kumar Jain in Kolkata and Siliguri and a survey under section 133A of the IT Act was undertaken at the office of the group concern in Patna. Pursuant to the above, on 20 January 2009, a notice under section 153A of the IT Act was served by the Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) upon BCC requiring it to furnish its return of income. On 22 February 2009, BCC responded to the notice stating that the basis for calculating business income was the same as used in the Assessment Order under section 143(3) of the IT Act dated 29 December 2006 pertaining to the Assessment Year 200405. BCC submitted a revised computation following the basis decided in the Assessment Year 2005-06 by JCIT, Range 1, Siliguri and also submitted that the income calculated on the said basis resulted in a lower income than that stated in the original return of income. Pursuant to the above, a notice under section 143(2) and 142(1) of the IT Act was served upon BCC by the ACIT and several hearings were conducted. BCC also made submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs. 3,92,773 (Rupees Three lakhs ninety two thousand seven hundred seventy three)

255

(“Notice”) was issued by the ACIT requiring BCC to pay the said amount within 30 (Thirty) days of the service of notice. Further, on 31 December 2009, a show cause notice under section 274 and 271 of the IT Act in respect of penalty proceedings was issued by the ACIT for having concealed particulars of income and having furnished inaccurate particulars of income. BCC has made payment of the said amount on 18 June 2010 and no further correspondence has been received from the tax authorities in this regard.

(l)

Show Cause Notice and Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment year 2006-07 On 3 August 2007, M/s Bengal Construction Company (“BCC”) had filed the original return of income disclosing a total income of Rs 2,14,24,950 (Rupees Two crores fourteen lakhs twenty four thousand nine hundred fifty). Thereafter, on 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the group concerns of BCC in Kolkata and Siliguri and a survey under section 133A of the IT Act was undertaken at the office of the group concern in Patna. Pursuant to the above, on 20 January 2009, a notice under section 153A of the IT Act was served by Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) upon BCC requiring it to furnish its return of income. On 16 March 2009, BCC filed a letter dated 20 February 2009 stating that the basis for calculating business income was the same as used in the Assessment Order under section 143(3) of the IT Act dated 28 December 2007 pertaining to the Assessment Year 2005-06. BCC submitted a revised computation following the basis decided in the Assessment Year 2005-06 by JCIT, Range 1, Siliguri and also submitted that the income calculated on the said basis resulted in a lower income than that stated in the original return of income and that the original return of income may be treated as the one filed in response to notice received under section 153A of the IT Act. Thereafter, a notice under section 143(2) and 142(1) of the IT Act was served upon BCC by the ACIT and several hearings were conducted. BCC also made submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 8,56,730 (Rupees Eight lakhs fifty six thousand seven hundred thirty) (“Notice”) was issued by the ACIT requiring BCC to pay the said amount within 30 (Thirty) days of the service of notice. Further, on 31 December 2009, a show cause notice under section 274 and 271 of the IT Act in respect of penalty proceedings was issued by the ACIT for having concealed particulars of income and having furnished inaccurate particulars of income. BCC has made payment of the said amount on 31 March 2010 and no further correspondence has been received from the tax authorities in this regard.

(m)

Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment year 2005-06 On 4 July 2006, M/s Bengal Construction Company (“BCC”) had filed the original return of income disclosing a total income of Rs 96,19,970 (Rupees Ninety six lakhs nineteen thousand nine hundred seventy). Thereafter, on 18 March 2008, a search and seizure operation was carried out under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the group concerns of BCC in Kolkata and Siliguri and survey under section 133A of the IT Act was carried on at the office of the group company in Patna. Pursuant to the above, on 20 January 2009, a notice under section 153A of the IT Act was served upon BCC by Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) requiring it to furnish its return of income. On 16 March 2009, BCC filed a letter dated 20 February 2009 stating that the basis for calculating business income was the same as used in the Assessment Order under section 143(3) of the IT Act dated 28 December 2007 pertaining to the Assessment Year 2005-06. BCC submitted a revised computation following the basis decided in the Assessment Year 2005-06 by JCIT, Range 1, Siliguri and also submitted that the income calculated on the said basis resulted in a lower income than that stated in the original return of income and that the original return of income may be treated as the one filed in response to notice received under section 153A of the IT Act. Thereafter, a notice under section 143(2) and 142(1) of the IT Act was served upon BCC by the ACIT and several hearings were conducted. BCC also made submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 99,099 (Rupees Ninety nine thousand ninety nine) (“Notice”) was issued by the ACIT requiring BCC to pay the said amount within 30

256

(Thirty) days of the service of notice. BCC has made payment of the said amount on 18 June 2010 and no further correspondence has been received from the tax authorities in this regard. 2. Cases by our Company: Nil 3. Nil 4. Cases involving Promoters Nil 5. Cases involving Group Companies Nil 6. Cases involving Group Companies Tushita Builders Private Limited (a) Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment year 2008-09 On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of M/s Tushita Builders Private Limited (“TBPL”) and various group concerns in Kolkata and Siliguri. Thereafter, on 23 November 2009, the Company filed the original return of income disclosing a total income of Rs 4,11,542 (Rupees Four lakhs eleven thousand five hundred forty two). Thereafter, a notice under section 143(2) and 142(1) of the IT Act was served upon TBPL by the Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) and several hearings were conducted. TBPL also made submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 70,319 (Rupees Seventy thousand three hundred and nineteen) (“Notice”) stated as refundable was issued. The refund has not been received by TBPL as yet. (b) Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year 2007-08 On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the M/s Tushita Builders Private Limited (“TBPL”) and various group concerns in Kolkata and Siliguri. Pursuant to the above, on 20 January 2009, a notice under section 153A of the IT Act was served on TBPL by the Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) and TBPL filed a return of income on 31 March 2009 disclosing a total income of Rs 63,06,280 (Rupees Sixty three lakhs six thousand two hundred eighty). Thereafter, a notice under section 143(2) and 142(1) of the IT Act was served upon TBPL by the ACIT and several hearings were conducted. TBPL also made submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 1,32,810 (Rupees One lakh thirty two thousand eight hundred ten) (“Notice”) was issued by the ACIT requiring TBPL to pay the said amount within 30 (Thirty) days of the service of notice. TBPL has paid the said amount on 31 March 2010 and no further correspondence has been received from the tax authorities in this regard. Cases involving our Directors

257

(c)

Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year 2006-07 On 4 October 2007, M/s Tushita Builders Private Limited (“TBPL”) had filed the original return of income disclosing a total income of Rs 76,02,943 (Rupees Seventy six lakhs two thousand nine hundred forty three). Thereafter, on 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of TBPL and various group concerns in Kolkata and Siliguri. Pursuant to the above, on 20 January 2009, a notice under section 153A of the IT Act was served on TBPL by the Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) and on 16 March 2009, TBPL filed a letter requesting that the original return be treated as the return under section 153A of the Excise Act. Thereafter, on 16 September 2009, a notice under section 143(2) and 142(1) of the IT Act was served upon TBPL by the ACIT and several hearings were conducted. TBPL also made submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 38,65,570 (Rupees Thirty eight lakhs sixty five thousand five hundred seventy) (“Notice”) was issued by the ACIT requiring TBPL to pay the said amount within 30 (Thirty) days of the service of notice. Failure to comply with the Notice would subject TBPL to recovery proceedings in addition to imposition of penalty. On 8 June 2010, the TBPL has filed a rectification petition under section 154 of the IT Act claiming tax credit of Rs 15,50,251 (Rupees Fifteen lakhs fifty thousand two hundred fifty one) as tax deducted at source and Rs 12,35,584 (Rupees Twelve lakhs thirty five thousand five hundred and eighty four) as tax paid. The matter is currently pending with the ITO.

(d)

Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year 2005-06 On 22 August 2007, M/s Tushita Builders Private Limited (“TBPL”) had filed the original return of income disclosing a total income of Rs 1,42,750 (Rupees One lakh forty two thousand seven hundred fifty). Thereafter, on 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of TBPL and various group concerns in Kolkata and Siliguri. Pursuant to the above, on 20 January 2009, a notice under section 153A of the IT Act was served on TBPL by the Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) and on 16 March 2009, TBPL filed a letter requesting that the original return be treated as the return under section 153A of the IT Act. Thereafter, on 18 September 2009, a notice under section 143(2) and 142(1) of the IT Act was served upon TBPL by the ACIT and several hearings were conducted. TBPL also made submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the Income Tax Act, 1961 for an amount of Rs 67,604 (Rupees Sixty seven thousand six hundred and four) (“Notice”) was issued by the ACIT requiring TBPL to pay the said amount within 30 (Thirty) days of the service of notice. Failure to comply with the Notice would subject TBPL to recovery proceedings in addition to imposition of penalty. The matter is currently pending. Jain Steel and Power Limited

(e)

Jain Steel & Power Limited (“Petitioners”) v The State of Orissa & Others (“Respondents”) Special Leave Petition No 22735 of 2008 before the Supreme Court of India M/s Jain Steel & Power Limited (“JSPL”) made payment of entry tax by The Sales Tax Officer, Sambalpur III Circle (“STO”) under the Orissa Entry Tax Act, 1999 (“Act”) in respect of purchase of plant and machinery, consumables, raw materials, packing materials, etc required for erection of the plant and machinery and use in manufacturing process of goods dealt by it since 28 February 2005. JSPL had paid entry tax on the sale of finished goods and bye-products. On 20 June 2007, JSPL filed a Writ Petition No. 7542 of 2007 (“Writ Petition”) before the High Court of Orissa at Cuttack (“High Court”) challenging the validity of the Act. During the pendency of the aforesaid writ petition, the STO passed scrutiny orders directing the payment of entry tax of Rs 18,84,983 (Rupees Eighteen lakhs eighty four thousand nine hundred and eighty three) along with interest. On 30 November 2007, the STO issued another notice in Form E-24 (“Notice E-24”) directing JSPL to

258

pay interest @ 2% per annum on Rs 13,94,347 (Rupees Thirteen lakhs ninety four thousand three hundred and forty seven) for the period 1 May 2007 to 30 June 2007. On 30 November 2007, a Notice for Demand of Tax on Provisional Assessment vide Form E-29 (“Notice E-29”) for the period 1st July, 2007 to 31st October, 2007 was issued by the STO informing JSPL that it had been provisionally assessed to tax to the tune of Rs 18,52,531 (Rupees Eighteen lakhs fifty two thousand five hundred and thirty one). Thereafter, on 14 January 2008, the STO issued notice in Form VAT 316 (“VAT 316”) to JSPL‟s banker i.e., Branch Manager, Punjab National Bank, Jharsuguda, calling upon them to pay a sum of Rs 32,46,978 (Rupees Thirty two lakhs forty six thousand nine hundred seventy eight) from JSPL‟s account involving entry tax for the months of May, 2007 till October, 2007. On 27 March 2008, the High Court passed an Order (“High Court Order”) dismissing the writ petition No.7542 of 2007 on the ground that the validity of the Act had been upheld by a Division Bench of the High Court in a batch of cases vide the common judgment delivered on 18 February 2008 (“Division Bench Writ Order”) the leading case of which was W.P. (C) No. 6515 of 2006 (“Division Bench Proceedings”). The High Court Order also specified that JSPL had the liberty to file an appeal against the demand order for entry tax within 30 (thirty) days from the date of the High Court Order and until then no coercive action would be taken against JSPL for realizing the entry tax. Accordingly, on 26 April 2008, JSPL filed revision petitions REV No.: CNZ-06/08-09 and REV No.: CNZ-05/08-09 before the Additional Commissioner of Sales Tax (Northern Zone) (“ACST”) against the demand raised on it for the said amounts of Rs 18,52,531 (Rupees Eighteen lakhs fifty two thousand five hundred and thirty one) and Rs 18,84,983 (Rupees Eighteen lakhs eighty four thousand nine hundred and eighty three) (“Revision Petitions”). The ACST heard the matter and passed an order on 10 September 2008 and remanded the matter to the Assistant Commissioner of Sales Tax, Sambalpur Range directing fresh adjudication in light of the Division Bench Writ Order. The petitioners and the respondents to the Division Bench Proceedings have filed separate Special Leave Petitions against the Division Bench Writ Order and as the same are pending with the Supreme Court, JSPL‟s matter is currently pending before the Assistant Commissioner of Sales Tax, Sambalpur Range. JSPL has been paying the entry tax on the basis of the Division Bench Writ Order till date. JSPL has also filed Special Leave Petition No 22735 of 2008 (“SLP”) challenging the High Court Order and constitutional validity of the Act. The SLP is also pending as of date. S K Naik (“Appellant”) vs Jain Steel and Power Ltd & Ors (“Respondent”) Appeal No 13 of 2009 before the National Environmental Appellate Authority The Appellant is a former Secretary to the Ministry of Health and Family Welfare, Government of India and has invested in a plot at Durlaga in the Jharsuguda District of Orissa. The Respondent has constructed a plant in the District for which it has received environmental clearance from the Ministry of Environment and Forests vide a letter dated 29 December 2008 (“Environmental Clearance”). The Appellant has preferred an appeal before the National Environmental Appellate Authority (“Authority”) against the said Environmental Clearance against the Respondent, Ministry of Environment and Forests, State Pollution Control Board, Orissa and the Airports Authority of India (“Appeal”) on various grounds such as locational hazards in terms of proximity of the plant to human settlements, water bodies, residential areas, state highway, sensitive establishments and government offices; alleged false and unscrupulous conduct on the Respondent‟s part on the issue of type of fuel used; complete drain of local water resources; alleged discrepancies in the EIA report; alleged illegal land gains; complete disregard of environmental norms; and callous attitude of the Ministry of Environment and Forests. The Appellant has sought the quashing of the Environmental Clearance. Further, the Appellant also seeks to stop the Respondent from carrying on all activities in or at the project site at Durlaga, Jharsuguda District. The Respondent, in its reply to the Appellant‟s appeal has challenged the maintainability of the petition on the ground inter alia that the same is barred by the law of limitation and that the same is misconceived, speculative, harrassive and abuse of the process of law. However, the Delhi High Court, in a writ petition filed before it by the Respondent decided upon the issue of limitation in the matter and has dismissed the writ vide order dated 26 August 2009. Various submissions have been made in the Appeal by both the parties and the matter is currently pending before the Authority for final hearing.

(f)

(g)

Show Cause Notice No.C.No.V(72)15/ADJN/B-II/54/2009/10269A dated 1 June 2010 under the Central Excise Act regarding inadmissibility of Cenvat Credits

259

Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for May 2009 and June 2009 on 8 June 2009 and 9 July 2009 respectively under rule 12(1) of the Central Excise Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The verification of the Returns by the Range Officer stated that JSPL had availed Cenvat Credit amounting to Rs 34,86,309 (Rupees Thirty four lakhs eighty six thousand three hundred and nine) (“Credits”) on certain items treating the same as „inputs‟. JSPL, vide letter JSPL/JSG/10-11/004 dated 14 May 2010, submitted the invoice-wise break up in respect of „capital goods‟ and „inputs‟. According to the Department, the items claimed as „capital goods‟ did not find place under Rule 2(a) of the Cenvat Rules and the steel items claimed as „inputs‟ were used for construction of different structures and therefore, the credit claimed was treated as inadmissible. Accordingly, on 1 June 2010, JSPL received Show Cause Notice No C.No.V(72)15/ADJN/B-II/54/2009/10269A issued by the Additional Commissioner (Adjn.), Central Excise, Customs & Service Tax, Bhubaneswar (“Notice”) whereby JSPL was required to show cause within 30 days as to whyCredits to the tune of Rs 34,86,309 (Rupees Thirty four lakhs eighty six thousand three hundred and nine) availed during May 2009 to June 2009 along with interest should not be and penalty should not be imposed. JSPL has not responded to the notice and the matter is pending before the Additional Commissioner.

(h)

Show Cause Notice No. C.No.V(72)15/ADJN/B-II/11/2008/4240A dated 4 March 2009 under the Central Excise Act regarding inadmissibility of Cenvat Credits Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for February 2008 to April 2008 on 10 March 2008, 10 April 2008 and 10 May 2008 under rule 12(1) of the Central Excise Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The verification of the Returns stated that JSPL had availed Cenvat Credit amounting to Rs 19,61,461 (Rupees Nineteen lakhs sixty one thousand four hundred and sixty one) (“Credits”) on certain items by treating the same as „inputs‟. JSPL, vide letters dated 9 February 2009, 16 February 2009 and 2 March 2009, explained the purposes for which each of the items had been used. On 2 January 2009 and 27 February 2009, a joint physical verification was conducted by the Assistant Commissioner, Central Excise & Customs, Sambalpur-I division along with Range Officer, Jharsuguda-I. The Range Officer, vide his letter dated 2 March 2009, submitted a physical verification report and 8 photographs showing the usage of the impugned goods which, according to the Department were not used as „inputs‟ in or in relation to the manufacture of the JSPL‟s final products or specified capital goods but were used for fabrication of various structures/structurals/foundation meant for installation, erection and support of plant and machinery. Further, according to the tax authorities, JSPL had not obtained registration under rule 9 of the Rules to manufacture „capital goods‟. Accordingly, on 4 March 2009, JSPL received Show Cause Notice No C.No.V(72)15/ADJN/BII/11/2008/4240A issued by the Additional Commissioner (Adjn.), Central Excise, Customs & Service Tax, Bhubaneswar - II (“Notice”) whereby JSPL was required to show cause within 30 days as to why Credits to the tune of Rs 19,61,461 (Rupees Nineteen lakhs sixty one thousand four hundred and sixty one) availed during February 2008 to April 2008 along with interest should not be recovered and penalty should not be imposed. JSPL had requested the tax authorities for grant of extension of time to furnish the reply which the tax authorities had consented to. Thereafter, on 8 March 2010, JSPL sent a reply to the Notice wherein it contended inter alia that all goods used in the manufacture of capital goods would fall within the definition of „inputs‟; the definition of „capital goods‟ was wide enough to accommodate all goods which have been used in the factory and play a part in the overall production processand that JSPL was not in breach of any requirements under law to declare details, submit returns or maintain daily stock accounts. Accordingly, JSPL had prayed for the Notice to be quashed. The matter is currently pending with the Additional Commissioner.

(i)

Show Cause Notice No C.No.V(72)15/ADJN/B-II/51/2008/188/2-A dated 3 October 2008 under the Central Excise Act regarding inadmissibility of Cenvat Credits Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for September 2007 to January 2008 on 8 October 2007, 6 November 2007, 10 December 2007, 10 January 2008 and 10 February 2008 respectively under rule 12(1) of the Central Excise Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The verification of the Returns revealed that JSPL had availed Cenvat Credit (“Credits”) amounting to Rs 39,17,323 (Rupees Thirty nine lakhs seventeen thousand three hundred and twenty three) on certain items. by treating the same as „inputs‟ or „capital goods‟. An enquiry by the Range Officer stated that the items

260

were used for various purposes and could not be treated as „inputs‟ for the manufacture of the JSPL‟s final products or specified „capital goods‟. Further, according to the tax authorities, JSPL did not obtain registration under rule 9 of the Rules to manufacture „capital goods‟. Accordingly, on 3 October 2008, JSPL received Show Cause Notice No C.No.V(72)15/ADJN/B-II/51/2008/188/2-A issued by the Additional Commissioner (Adjn.), Central Excise, Customs & Service Tax, Bhubaneswar – II (“Notice”) whereby JSPL was required to show cause within 30 days as to why Credits to the tune of Rs 39,17,323 (Rupees Thirty nine lakhs seventeen thousand three hundred and twenty three) availed during September 2007 to January 2008 along with interest should not be recovered and penalty should not be imposed . On 31 October 2008, JSPL had requested the tax authorities for grant of extension of time to furnish the reply which the tax authorities had consented to. Thereafter, on 8 March 2010, JSPL sent a reply to the Notice wherein it contended inter alia that all goods used in the manufacture of capital goods would fall within the definition of „inputs‟; the definition of „capital goods‟ was wide enough to accommodate all goods which have been used in the factory and play a part in the overall production processand that JSPL was not in breach of any requirements under law to declare details, submit returns or maintain daily stock accounts. Accordingly, JSPL had prayed for the Notice to be quashed. The matter is currently pending with the Additional Commissioner.

(j)

Show Cause Notice No C.No.V(72)3/ADJN/SBP-I/25/2008/1747 dated 29 July 2008 under the Central Excise Act regarding inadmissibility of Cenvat Credits On 7 September 2007, Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for August 2007 under rule 12(1) of the Central Excise Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The scrutiny of the Returns stated that JSPL had availed Cenvat Credit amounting to (i) Rs 1,35,994 (Rupees One lakh thirty five thousand nine hundred ninety four) (“Credits”) on certain items treating the same as „inputs‟; and (ii) Rs 28,296 (Rupees Twenty eight thousand two hundred ninety six) on certain other items treating the same as „capital goods‟ in the factory of manufacture. Prima facie, it appeared to the tax authorities that the items had been used as construction and welding materials for erection of a sponge iron plant and accordingly, did not qualify as „inputs‟ or „capital goods‟ as defined in the Cenvat Rules. On 25 January 2008, the Superintendent, Central Excise and Customs, Jharsuguda-I (“Superintendent”), vide a letter, requested JSPL to intimate the details of the goods manufactured by the said inputs with their tariff sub-headings and their place of use in order to examine the admissibility of Credits. However, JSPL neither provided these details nor did it reverse the Credits taken. In the absence of any reply from JSPL, on 9 February 2008, the Superintendent visited the plant and the investigation revealed that the inputs were used for civil construction and erection or fabrication of the plant and therefore, the Credits could not be availed by JSPL. Further, according to the tax authorities, JSPL had failed to comply with certain provisions of the Excise Act and the Rules whereby it was required to declare details of excisable goods to be manufactured while applying for registration; submit a monthly return reflecting the goods manufactured and cleared on payment of duty or at NIL rate of duty; and maintain a daily stock account. On 29 July 2008, JSPL received Show Cause Notice No C.No.V(72)3/ADJN/SBP-I/25/2008/1747 issued by the Additional Commissioner of Central Excise, Customs & Service Tax, Sambalpur – I Division (“Notice”) whereby JSPL was required to show cause within 30 days as to why Cenvat Credits to the tune of Rs 1,64,290 (Rupees One lakh sixty four thousand two hundred ninety) availed during August 2007 along with interest should not be recovered and penalty should not be imposed. On 26 September 2008, JSPL sent a reply to the Notice wherein it contended inter alia that the claim in relation to the Credits was in accordance with law; and that JSPL was not in breach of any requirements under law to declare details, submit returns or maintain daily stock accounts. JSPL has also requested for a personal hearing of the matter. The matter is currently pending with the Additional Commissioner.

(k)

Show Cause Notice No. C.No.V(72)15/Adjn./B-II/36/08/105/9A dated 3June 2008 under the Central Excise Act regarding inadmissibility of Cenvat Credits Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for May 2007 to July 2007 on 11 June 2007, 10 July 2007 and 10 August 2007 under rule 12(1) of the Central Excise Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The verification of the Returns stated that JSPL had availed Cenvat Credit (“Credits”) amounting to Rs 1,37,68,269 (Rupees One crore thirty seven lakhs sixty eight thousand two hundred sixty nine) on various iron and steel items treating the same as „inputs‟ and on certain other items treating the same as

261

„capital goods‟. On 25 January 2008, the Range Officer, Jharsuguda-I (“Range Officer”), vide a letter, requested JSPL to intimate the details of the goods manufactured by the said inputs and capital goods in order to examine the admissibility of Credits. However, JSPL neither provided these details nor did it reverse the Credits taken. In the absence of any reply from JSPL, the Range Officer visited the plant on 9 February 2008 and the investigation revealed that the impugned units had been used for various purposes because of which the items did not qualify as „inputs‟ or „capital goods‟. Further, according to the tax authorities, JSPL had failed to comply with certain provisions of the Excise Act and the Rules whereby it was required to declare details of excisable goods to be manufactured while applying for registration; submit a monthly return reflecting the goods manufactured and cleared on payment of duty or at NIL rate of duty; and maintain a daily stock account. Accordingly, on 3 June 2008, JSPL received Show Cause Notice No. C.No.V(72)15/Adjn./B-II/36/08/105/9A issued by the Commissioner, Central Excise, Customs & Service Tax, Bhubaneswar – II (“Notice”) whereby JSPL was required to show cause within 30 days as to why Credits to the tune of Rs 1,37,68,269 (Rupees One crore thirty seven lakhs sixty eight thousand two hundred sixty nine) availed during May 2007 to July 2007 along with interest should not be recovered and penalty under applicable law should not be imposed. JSPL had requested the Commissioner for grant of extension of time to furnish the reply which the Commissioner had consented to. Thereafter, on 8 March 2010, JSPL sent a reply to the Notice wherein it contended inter alia that all goods used in the manufacture of capital goods fall within the definition of „inputs‟; and that the definition of „capital goods‟ is wide enough to accommodate all goods which have been used in the factory and play a part in the overall production process; and that JSPL was not in breach of any requirements under law to declare details, submit returns or maintain daily stock accounts. Accordingly, JSPL had prayed for the Notice to be quashed. The matter is currently pending with the Commissioner.

(l)

Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1313 dated 16 February 2010 under the Income Tax Act for short deduction and collection of tax during the second quarter of the financial year 200809 On 16 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1313 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the second quarter of the financial year 200809, JSPL had short deducted/collected tax to the extent of Rs 19,220 (Rupees Nineteen thousand two hundred twenty) and was consequently liable to pay Rs 14,470 (Rupees Fourteen thousand four hundred and seventy) as interest. JSPL was to show cause as to why the same should not be levied. On 25 May 2010, JSPL filed a reply to the ITO stating that there was a short payment of only Rs 35 (Rupees Thirty five) which had been duly paid on 18 March 2010 and that the interest payable was only Rs 13,670 (Rupees Thirteen thousand six hundred seventy) of which Rs 13,490 had been duly paid. Further, JSPL has requested the ITO to furnish details of working of interest for the difference of Rs 800 (Rupees Eight hundred). The matter is currently pending with the ITO.

(m)

Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1315 dated 19 February 2010 under the Income Tax Act for short deduction and collection of tax during the third quarter of the financial year 2008-09 On 19 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1315 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the third quarter of the financial year 200809, JSPL had short deducted/collected tax to the extent of Rs 70 (Rupees Seventy) and was consequently liable to pay Rs 31,300 (Rupees Thirty one thousand three hundred) as interest. JSPL was required to appear before the ITO on 3 March 2010 to show cause as to why the same should not be levied. On 25 May 2010, JSPL filed a reply stating that TDS deducted and deposited at 2.06% was inadvertently shown in the return as 2.266% and that as per details enclosed with the Notice, the interest payable was Rs 29,990 (Rupees Twenty nine thousand nine hundred and ninety) which was duly paid. Further, JSPL has requested the ITO to furnish details of working of interest for the difference of Rs 1,310 (Rupees One thousand three hundred and ten). The matter is currently pending with the ITO.

262

(n)

Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1314 dated 16 February 2010 under the Income Tax Act for short deduction and collection of tax and non-payment of deducted and collected tax during the fourth quarter of the financial year 2008-09 On 16 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1314 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 200809, JSPL had short deducted/collected tax to the extent of Rs 16,960 (Rupees Sixteen thousand nine hundred and sixty) and had not paid tax deducted/collected to the tune of Rs 5,600 (Rupees Five thousand six hundred) and was consequently liable to pay Rs 16,770 (Rupees Sixteen thousand seven hundred and seventy) as interest. JSPL was required to appear before the ITO on 3 March 2010 to show cause as to why the same should not be levied. On 25 May 2010, JSPL filed a reply with certain computations disputing the figures stated in the Notice and has submitted evidence of payment of Rs 2,999 (Rupees Two thousand nine hundred and ninety nine) towards short payment of interest. The matter is currently pending with the ITO.

(o)

Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1291 dated 16 February 2010 under the Income Tax Act for short deduction and collection of tax during the fourth quarter of the financial year 200809 On 16 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1291 issued by the Income Tax Officer, Ward 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 200809, JSPL had short deducted/collected tax to the extent of Rs 1,910 (Rupees One thousand nine hundred and ten) and was consequently liable to pay Rs 22,020 (Rupees Twenty two thousand and twenty) as interest. Although the Notice states the total interest payable as 22,020 (Rupees Twenty two thousand and twenty), the details of calculation of interest state the total interest payable as Rs 21,900 (Rupees Twenty one thousand nine hundred). JSPL was required to appear before the ITO on 26 February 2010 to show cause as to why the same should not be levied. On 24 March 2010, JSPL had filed a revised return claiming that there was no short deduction made by it. On 25 May 2010, JSPL filed a reply with the ITO stating that the interest payable as per JSPL‟s records was Rs 21,740 (Rupees Twenty one thousand seven hundred and forty) and that the same had been paid. The matter is currently pending with the ITO.

Jain Energy Limited (p) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1317 dated 19 February 2010 under the Income Tax Act for delay in deposit of tax deducted and collected during the third quarter of the financial year 2008-09 On 19 February 2010, Jain Energy Limited (“JEL”) received Show Cause Notice No ITO/WD58(2)/201(1)/09-10/1317 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), JEL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the third quarter of the financial year 2008-09, JEL had delayed deposit of tax deducted/collected and was consequently liable to pay Rs 10,180 (Rupees Ten thousand one hundred eighty) as interest. Although the Notice states the total interest payable as Rs 10,180 (Rupees Ten thousand one hundred eighty), the details of calculation of interest state the total interest payable as Rs 9,780 (Rupees Nine thousand seven hundred eighty). JEL was required to appear before the ITO on 3 March 2010 to show cause as to why the same should not be levied. On 25 May 2010, JEL filed a response with the ITO stating that interest payable as per JEL‟s records was Rs 9,787 (Rupees Nine thousand seven hundred and eighty seven) and that the same had been deposited. JEL has sought clarification as regards the difference in the two amounts and the matter is pending before the ITO.

263

(q)

Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1318 dated 19 February 2010 issued under the Income Tax Act for short deduction and collection of tax during the fourth quarter of the financial year 2008-09 On 19 February 2010, Jain Energy Limited (“JEL”) received Show Cause Notice No ITO/WD58(2)/201(1)/09-10/1318 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), JEL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, JEL had short deducted/collected tax to the extent of Rs 1,38,820 (Rupees One lakh thirty eight thousand eight hundred and twenty) and was consequently liable to pay Rs 14,380 (Rupees Fourteen thousand three hundred eighty) as interest. JEL was required to appear before the ITO on 3 March 2010 to show cause as to why the same should not be levied. On 24 March 2010, JEL has filed a revised return claiming a short deduction of only Rs 491 (Rupees Four hundred and ninety one). On 25 May 2010, JEL filed a response with the ITO stating that the short deduction had been deposited. JEL had also made payment of the interest payable as per JEL‟s records of Rs 13,820 (Rupees Thirteen thousand eight hundred and twenty). The matter is currently pending before the ITO.

Jain Realty Limited (r) Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1631 dated 24 March 2010 under the Income Tax Act for delay in deposit of tax deducted and collected during the third quarter of the financial year 2008-09 On 24 March 2010, Jain Realty Limited (“JRL”) received Show Cause Notice No ITO/WD58(2)/201(1A)/09-10/1631 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), JRL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the third quarter of the financial year 2008-09, JRL had delayed deposit of tax deducted/collected and was consequently liable to pay Rs 14,790 (Rupees Fourteen thousand seven hundred ninety) as interest. Although the Notice states the total interest payable as Rs 14,790 (Rupees Fourteen thousand seven hundred ninety), the details of calculation of interest state the total interest payable as Rs 13,290 (Rupees Thirteen thousand two hundred and ninety) JRL was required to appear before the ITO on 12 April 2010 to show cause as to why the same should not be levied. On 25 May 2010, JRL filed a response with the ITO stating that the total interest payable as per the JRL‟s records was Rs 14,070 (Rupees Fourteen thousand and seventy) and that the same had been deposited. JRL has sought clarification on the difference in the amounts and the matter is pending before the ITO.

(s)

Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1633 dated 24 March 2010 under the Income Tax Act for short deduction and collection of tax during the fourth quarter of the financial year 200809 On 24 March 2010, Jain Realty Limited (“JRL”) received Show Cause Notice No ITO/WD58(2)/201(1A)/09-10/1633 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”), JRL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, JRL had short deducted/collected tax to the extent of Rs 50 (Rupees Fifty) and was consequently liable to pay Rs 7,540 (Rupees Seven thousand five hundred and forty) as interest. Although the Notice states the total interest payable as Rs 7,540 (Rupees Seven thousand five hundred and forty), the details of calculation of interest state the total interest payable as Rs 7,030 (Rupees Seven thousand and thirty). JRL was required to appear before the ITO on 13 April 2010 to show cause as to why the same should not be levied. On 12 April 2010, JRL filed a response with the ITO stating that the interest payable as per JRL‟s records was Rs 7,357 (Rupees Seven thousand three hundred and fifty seven) and that the same has been paid. JRL has sought clarification on the difference in the two amounts. The matter is currently pending with the ITO.

264

GOVERNMENT APPROVALS We have received the necessary consents, licenses, permissions and approvals from the Government and various governmental agencies required for our present business and except as mentioned below, and no further approvals are required for carrying on our present business. In view of the approvals/licenses listed below, our Company can undertake this Issue and our current business activities and no further major approvals/licenses from any governmental or regulatory authority or any other entity are required to undertake the Issue or continue our business activities. Unless otherwise stated, these approvals are all valid as of the date of this Draft Red Herring Prospectus. Approvals for the Issue The following approvals have been obtained or will be obtained in connection with the Issue: 1. The Board of Directors of the Company has, pursuant to resolutions passed at its meetings held on 12 October 2009 authorized the Issue subject to the approval by the shareholders of the Company under Section 81(1A) of the Companies Act, and such other authorities as may be necessary. The shareholders of the Company have, pursuant to resolutions dated 30 November 2009 under Section 81(1A) of the Companies Act, authorized the Issue. The Board has, pursuant to a resolution dated 1 January 2010 formed a committee of its Directors, referred to as the IPO Committee, which has been authorized by the Board and authorised by a resolution of the shareholders dated 30 November 2009 to execute and perform all necessary deeds, documents, assurances, acts and things in connection with the Issue on behalf of the Board. The IPO Committee had approved and authorized this Draft Red Herring Prospectus pursuant to its resolution dated [●]. The IPO Committee had approved and authorized this Red Herring Prospectus pursuant to its resolution dated [●]. The IPO Committee had approved and authorized this Prospectus pursuant to its resolution dated [●]. The Company has obtained in-principle listing approvals dated [●] and [●], from the BSE and the NSE, respectively. The Company has also obtained necessary contractual approvals required for the Issue.

2.

3.

4.

5.

6.

Approvals for the Business We require various approvals to carry on our business in India. The approvals that we require include the following. Approvals obtained by our Company Tax Registrations S. No. 1. 2. 3. No./Description of Permit/License PAN AACCB9831F under THE Income Tax Act, 1961 TAN CALB09132E under the Income Tac Act, 1961 Service Tax Registration no. AACCB9831FST001 Certificate Registration no. TG769 issued under the Central Sales Tax (Regstration and Turnover) Issuing Authority Income Tax Department Income Tax Department Office of the Assistant Commissioner, Service Tax Commissionerate, Kolkata Government of Jharkhand Commercial Taxes Department Date of Issue Not Available Not Available 11 August 2008 Valid Upto Valid until cancelled Valid until cancelled Valid until cancelled

4.

23 March 2007

Valid until cancelled

265

S. No.

No./Description Permit/License Rules, 1957

of

Issuing Authority

Date of Issue

Valid Upto

5.

6.

7.

8.

9.

10.

11.

Certificate of Registration no. (TIN - CST) 20812205347 under the Central Sales Tax Act, 1956 Certificate of Registration no. (TIN - CST) 19892511072 under the section 7(1)/7(2) of the Central Sales Tax Act, 1956 Certificate of Registration no. (TIN) 09350008623 under the Uttar Pradesh Value Added Tax Act, 2007 and UPVAT Rules, 2007 Certificate of registration no. 19892511072 under the West Bengal Value Added Tax Rules, 2005 Certificate of Registration no. 5325 (SG) under the Central Sales Tax (Registration and Turnover) Rules, 1957. Certificate of Registration (TIN) – 10293197002). Under Section 19 of the Bihar Value Added Tax Act, 2005 Certificate of Registration (TIN-CST – 10293197196). Company registered as a dealer u/s 7(1) & 7(2) of Central Sales Tax Act, 1956.

Government of Jharkhand Commercial Taxes Department Department of Commercial Taxes, Government of Uttar Pradesh

23 March 2007

Valid until cancelled

1 April 2005

Valid until cancelled

Department of Commercial Taxes, Government of Uttar Pradesh

22 January 2009

Valid until cancelled

Sales Tax Officer, Siliguri

1 April 2005

Valid until cancelled

Commercial Tax Officer, Siliguri

18 October 2000

Valid until cancelled

Assistant Commissioner of Commercial Taxes, Hajipur

14 2007

February

Valid until cancelled

Assistant Commissioner of Commercial Taxes, Hajipur

14 2007

February

Valid until cancelled

Branch License S. No. 1. No./Description of Permit/License Commercial Licence Certificate No 01-03-07041 for General Trading activities Issuing Authority Sharjah Airport International Free Zone, Government of Sharjah Date of Issue 5 March 2009 Valid Upto Valid until 4 March 2011

Identificiation Number - Overseas Direct Investment (ODI) On 20 February 2009, our Company had filed Form ODI through IDBI Bank Ltd. (Authorised Dealer) in connection with setting up a wholly owned subsidiary (“WOS”) in U.A.E. under the automatic route in terms of FEMA 120/RB-2004 dated 7 July 2004. Thereafter, the Reserve Bank of India responded vide Letter No. FE.CO.OID.27683/19.10.166/2008-2009 dated 20 April 2009 allotting an Identification number to the WOS as CAWAZ20090218 to be used for all correspondence with the Reserve Bank in respect of the WOS. Labour Registrations S. No. 1. No./Description of Permit/License Employee Provident Fund allotment of Code No. WB/PRB/42274 and Miscellaneous Provisions Act, Issuing Authority Office of the Regional Provident Fund Commissioner, West Bengal Date of Issue 6 March 2007 Valid Upto NA

266

2.

1952 Registration no. NF/41-3359690/Ins IV under E.S.I. Act, 1948 and Registration of Employees of the Factories and Establishments u/s 1(5) of the Act as amended.

Regional Office of Employees‟ State Insurance Corporation, Kolkata

31 October 2007

NA

Quality Certification S. No. 1. No./Description of Permit/License Certificate No. I/QSC-2444 NSEN ISO 9001: 2000/ISO 9001:2000 for civil, mechanical, electrical engineering jobs and construction of roads, buildings and bridges. Issuing Authority Kvalitet Veritas Assurance Quality Date of Issue 28 July 2008 Valid Upto 27 July 2011

Approvals for our business / factory S. No. 1. 2. No./Description of Permit/License Certificate of Importer-Exporter Code IEC No. 0207003009 Certificate of Enrolment No. ECW/0056367 under the West Bengal State Tax on Professions, Trades, Callings and Employments Act, 1979 Registration No. Kol/Park/PII/42759/07 for registration as a Commercial Establishment, under the West Bengal Shops and Establishments Act, 1963 Registration No. IG2591 for registration under the Uttar Pradesh Shops and Establishments Act Registration-cum-Membership Certificate no. PEPC/RCM/PE/203/03/10 of the Projects Exports Promotion Council of India License No. 0041 7104 6832 Certificate of Enlistment, Non Residential Use (with A.C. supply), Water Supply & Change of Firm Name. Certificate of Membership Issuing Authority Government of India, Ministry of Commerce Office of the Commissioner of Professional Tax, Kolkata, West Bengal Date of Issue 4 May 2007 3 May 2007 Valid Upto NA NA

3.

Office of Registering Authority, Government of West Bengal

16 October 2007

Renewal application to be filed within 3 years from date of registration Valid for 2014-2015

4.

5.

Chief Inspector, UP Shops & Establishments Department, Ministry of Labour, Uttar Pradesh Executive Director, Projects Exports Promotion Council of India (Ministry of Commerce & Industry) Kolkata Corporation Department Municipal License

4 June 2010

29 March 2010

Valid until 31 March 2010

6.

26 March 2010 Last date of renewal 31 December 2008 2010

NA

7.

8.

9.

License No. R-243896 u/s 177(4) of the Patna Municipal Corporation Act for Taxes on Trades of Professions Callings and Employments Letter from Ministry of External

Federation of Indian Micro and Small & Medium Enterprises, New Delhi Patna Municipal Corporation

Valid until 2011

30 March 2010

Valid until 2011

Ministry of External Affairs

8 October, 2009

NA

267

S. No.

No./Description of Permit/License Affairs to the Embassy of the Lao People‟s Democratic Republic, New Delhi confirming the appointment of Mr. Mannoj Kumar Jain as Honorary Consul of Law PDR in Kolkata

Issuing Authority

Date of Issue

Valid Upto

Project related Approval 1. Public Works Department / Mackintosh Burn Limited, Webt Bengal for Widening and strengthening of Tamluk Contai Road (SH-4) 30th Kmp. (Bajaberia) to 62nd Kmp (Contai) under the financial assistance from Central Road Fund in Medinipur, West Bengal No./Description of Permit/License Registration no. 01/08/CL/L/ALC/CONT/DTD under Contract Labour (Regulations and Abolition) Act and West Bengal Rules 1972 Issuing Authority Assistant Labour Commissioner Contai, Purba, Medinipur Date of Issue 29 May 2008 Renewed on 18 June 2009 upto 31 December 2009 Renewed on 19 March 2010 till 31 December 2010 2. IRCON International Limited, Bihar for improvement / upgradation of existing road of State Highways into 2 lane roads in the Samastipur district No./Description of Permit/License License No. L-171/2007/ALCII under Contract Labour (Regulations and Abolition) Act Issuing Authority Regional Labour Commissioner (Central), Patna Date of Issue 16 June 2007 Valid Upto Valid upto 15 July 2008. Renewal pending. Valid Upto NA

S. No. 1.

S. No. 1.

3.

IRCON International Limited, Bihar for improvement / upgradation of existing road of State Highways into 2 lane roads in the Darbhanga District No./Description of Permit/License License No. L-276/2007/ALCII under Contract Labour (Regulations and Abolition) Act Application for registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act Issuing Authority Regional Labour Commissioner (Central), Patna Assistant Labour Commissioner, Building and Other Construction Works, Patna Date of Issue 17 December 2007 25 November 2009 Valid Upto Valid upto 16 December 2010 Registration pending

S. No. 1.

2.

4. S. No. 1.

Road Construction Department, Bihar for Improvement of Roads in Motihari & Dhaka Division No./Description of Permit/License Application for registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act Application for Licence for 20 workers Issuing Authority Assistant Labour Commissioner, Building and Other Construction Works, Patna Licensing Officer, Date of Issue 15 December 2009 Valid Upto Registration pending

2.

17 December 2009

Licence pending

268

under the Contract Labour (Regulation and Abolition) Act, 1970

Regional Labour Commissioner (Central), Patna

5.

Central Public Works Department, Bihar for Development of State Highways in the State Of Bihar under (RSVY) Package No. 12B; District(s) East & West Champaran. I) Motihari Turkaulia Govindganj Road (SH –54)-6.6 KM ii) Bettia –Areraj Road (SH –54)- 35.5 KM and Central Public Works Department, Bihar for development of State Highways in the State of Bihar under Rashtriya Sam Vikas Yojna (RSVY); SH:-c/o Bridges, Package No. 08Cb (DistrictEast/ West Champaran) No./Description of Permit/License Application for Licence for 20 workers under the Contract Labour (Regulation and Abolition) Act, 1970 Application for registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act Issuing Authority Licensing Officer, Regional Labour Commissioner (Central), Patna Assistant Labour Commissioner, Building and Other Construction Works, Patna Date of Issue 20 November 2009 Valid Upto Licence pending

S. No. 1.

2.

17 December 2009

Registration pending

6.

Uttar Pradesh Rajkiya Nirman Nigam Limited, Uttar Pradesh for Construction of Medical College for Ambedkarnagar No./Description of Permit/License Application for Registration for employing contract labour under the Contract Labour (Regulation and Abolition) Act, 1970 Issuing Authority Labour Officer, Ambedkarnagar Date of Issue 5 September 2009 Valid Upto Licence pending

S. No. 1.

7.

Westinghouse Saxby Farmer Limited (“Westinghouse”) has from time to time, subcontracted various work orders to us following other projects which has been assigned to our company: (a) Westinghouse Saxby Farmer Ltd./ PWD, West Bengal for Widening and Strengthening of Road in Panskura - Durgachowk Road on SH-4 from 29.90 Km to 62.10 Km in ther Dist of Purba Midnapur; (b) Westinghouse Saxby Farmer Ltd./PWD, West Bengal for Widening and strengthening of Road in Saptagram-Tribeni-Kalna-Katwa Road (SH-6) from 33.88 Km to 83 Km in the dist of Burdwan; (c) Westinghouse Saxby Farmer Ltd., West Bengal in Panagarh, W.B.; and (d) Westinghouse Saxby Farmer Ltd., West Bengal for Strenghthening of Kuli Moregram Road 25 Km to 37 Km. We are in receipt of a letter dated 22 June 2010 from Westinghouse, whereby they have undertaken to take all necessary approvals and licences in relation to the projects mentioned above.

Intellectual Property Related Approvals The company had applied for and has procured the following Certificates of Registration under Section 23(2) of the Trade Marks Act, 1999 read with Rule 62(1) of the Trade Marks Rules: Our trademark along with the logo has been readvertised in the Trademark Journal No. 1412-0. S. No. 1. Trade Mark Number Application Date 1608115 4 October 2007 Mark Protected Logo and “Prominence Through Excellence” Class Class 37

269

S. No. 2.

Trade Mark Number Application Date 1608115 4 October 2007

Mark Protected Logo and “Prominence Through Excellence”

Class Class 36

270

OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue The Issue of Equity Shares has been authorized by the resolution of the Board of Directors at their meeting held on 12 October 2009 subject to the approval of the shareholders through a special resolution to be passed pursuant to Section 81(1A) of the Companies Act. The shareholders have, at the Extra Ordinary General Meeting of our Company held on 30 November 2009, approved the Issue. The Bombay Stock Exchange Limited and the National Stock Exchange of India Limited has given in-principle approval for the Issue on [] and [] respectively. [●] is the Designated Stock Exchange. Prohibition by SEBI, RBI or Governmental Authorities Our Company, our Directors, our Promoters, the Promoter Group, or the person(s) in control of the Company have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or the RBI or any other regulatory or governmental authority. The listing of any securities of our Company has never been refused at anytime by any of the stock exchanges in India. The companies, with which any of the Promoters, Directors or persons in control of the Company are or were associated as promoters, directors or persons in control, have not been prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or the RBI or any other regulatory or governmental authority. None of the Directors are associated in any manner with any entities, which are engaged in securities market related business and are registered with the SEBI for the same. Neither our Company, Directors, our Promoters and the relatives of the Promoters (as defined under the Companies Act), have been identified as wilful defaulters by RBI / government authorities and there are no violations of securities laws committed by them in the past or pending against them. Eligibility for this Issue Our Company is eligible for the Issue in accordance with Regulation 26(1) of the SEBI Regulations as explained under, with the eligibility criteria calculated in accordance with unconsolidated financial statements under Indian GAAP:     Our Company has net tangible assets of at least Rs. 300 lakhs in each of the preceding three full years of which not more than 50% is held in monetary assets; Our Company has a track record of distributable profits in accordance with Section 205 of Companies Act, for at least three of the immediately preceding five years; Our Company has a net worth of at least Rs. 100 lakhs in each of the three preceding full years; The aggregate of the proposed Issue size and all previous issues made in the same financial year in terms of size (i.e. offer through the offer document + firm allotment + promoter‟s contribution through the offer document) is not expected to exceed five times the pre-Issue net worth of our Company as per the audited balance sheet of the last financial year; Our Company has not changed its name in the last fiscal year.

Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, we undertake that the number of Allottees in the Issue shall be least 1,000. Otherwise the entire application money shall be refunded forthwith. In case of delay, if any, in refund, the Company shall pay interest on the application money at the rate of 15% p.a. for the period of delay.

271

In terms of the certificate issued by M/s. R. K. Chandak & Co., Chartered Accountants, dated 28 June 2010, our Company satisfies the aforementioned eligibility criteria as follows. The Company‟s net tangible assets, monetary assets, net profit and net worth derived from our Audit Report for the last five years ended 31 March 2009 and for the nine months ended 31 December 2009 are set forth below: (Rs. In Lacs) 31 31 March 31 March 31 March 31 March 31 March December 2009 2008 2007 2006 2005 2009 Net Tangible Assets 74,122.59 43,096.40 24,132.49 9,930.44 3,314.14 2,941.27 (3) Monetary Assets (4) 3304.99 2057.42 1823.75 221.76 76.31 83.99 Monetary Assets as a Percentage of Net 4.46 4.77 7.56 2.23 2.30 2.86 Tangible Assets Distributable Profits 4,125.46 3,319.35 1,901.00 943.27 187.93 299.02 (1) Net Worth, as restated 18,920.74 1,2730.21 4,793.01 2,431.35 1,263.98 849.48 (2) (1) Distributable profits‟ have been defined in terms of Section 205 of the Companies Act (2) Networth has been defined as the aggregate of equity share capital and reserves, excluding preference share redemption reserve and miscellaneous expenditure, if any. (3) Net tangible assets means the sum of all new assets of the Company excluding intangible assets as defined in Accounting Standard 26 issued by Institute of Chartered Accountants of India. (4) Monetary assets comprise of cash and bank balances and public deposit accounts with the Government. Compliance with Part A of Schedule VIII of the ICDR Regulations Our Company is in compliance with the provisions specified in Part A of Schedule VIII of the ICDR Regulations. DISCLAIMER CLAUSE OF SEBI AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRFAT RED HERRING PROSPECTUS TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, IDBI CAPS, SBI CAPS AND KEYNOTE HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED [•] WHICH READS AS FOLLOWS: “WE, THE BOOK RUNNING LEAD MANAGER TO THE ABOVE MENTIONED FORTHCOMING ISSUE, STATE AND CONFIRM AS FOLLOWS: A. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH

272

COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE FINALISATION OF THE RED HERRING PROSPECTUS PERTAINING TO THE ISSUE. B. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS, AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT: a. THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE; ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE ISSUE AS ALSO THE REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC., FRAMED/ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

b.

c.

C. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATIONS ARE VALID. D. WHEN UNDERWRITTEN WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS. E. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTER‟S CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OF PROMOTER‟S CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED/ SOLD/ TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS. F. WE CERTIFY THAT REGULATION 33 OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE CLAUSE HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS. G. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS‟ CONTRIBUTION AND SUBSCRIPTION FROM ALL FIRM ALLOTTEES WOULD BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS‟ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS‟ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A

273

SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE ISSUE. – NOT APPLICABLE H. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE FUNDS ARE BEING RAISED IN THE ISSUE FALL WITHIN THE „MAIN OBJECTS‟ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION. I. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SECTION 73(3) OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION. – NOTED FOR COMPLIANCE J. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE EQUITY SHARES IN DEMAT OR PHYSICAL MODE. – NOT APPLICABLE K. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION. L. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS: a. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY, AND AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

b.

M.

WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE.

N. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTER‟S EXPERIENCE, ETC. O. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.” The filing of the Draft Red Herring Prospectus does not, however, absolve the Company from any liabilities under Section 63 or 68 of the Companies Act, 1956 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Issue. SEBI further

274

reserves the right to take up, at any point of time, with the Book Running Lead Manager any irregularities or lapses in the Draft Red Herring Prospectus. All legal requirements pertaining to the issue will be complied with at the time of filing of the Red Herring Prospectus with the Registrar of Companies, Mumbai, in terms of Section 56, Section 60 and Section 60B of the Companies Act. DISCLAIMER STATEMENT FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER The Company, the Directors and the Book Running Lead Manager accepts no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisement or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information, including the Company‟s website www.jaingroup.co.in or the website of our Subsidiary or the website of our Promoter, any Group Entity, any member of the Jain Group or any other affiliate of our Company would be doing so at his or her own risk. Caution The BRLMs accepts no responsibility, save to the limited extent as provided in the Engagement Letter entered into between the BRLMs and our Company and the Underwriting Agreement to be entered into between the Underwriters and our Company. All information shall be made available by the Company and the BRLMs to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports, at bidding centers or elsewhere. Neither the Company, its Directors and officers, nor any member of the Syndicate are liable for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. Investors that Bid in the Issue will be required to confirm and will be deemed to have represented to our Company and the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares. The Company and the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of the Company. The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services for, our Company, affiliates or associates or third parties in the ordinary course of business and have engaged, or may in future engage, in investment banking transactions with our Company, affiliates or associates or third parties, for which they have received, and may in future receive, compensation. Disclaimer in respect of jurisdiction This Issue is made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in equity shares, Indian Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks and regional rural banks, co-operative banks (subject to RBI permission), trusts (registered under Societies Registration Act, 1860, or any other trust law and are authorized under their constitution to hold and invest in equity shares) and to Eligible NRIs and FIIs as defined under the Indian Laws and other eligible foreign investors (i.e., FVCIs, multilateral and bilateral development financial institutions). This Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to equity shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about and to observe any such restrictions. Any disputes arising out of this Issue will be subject to the jurisdiction of courts in Kolkata, India only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that the Draft Red Herring Prospectus has been submitted to the SEBI for its

275

observations. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, (the “Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act). Accordingly, the Equity Shares will be offered and sold only outside the United States in compliance with Regulation S of the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. Disclaimer Clause of the Bombay Stock Exchange Limited (BSE) As required, a copy of the Draft Red Herring Prospectus has been submitted to BSE. The BSE has given vide its letter dated [•], permission to the Company‟s to use the Exchange‟s name in the Draft Red Herring Prospectus as one of the stock exchange on which this Company‟s securities are proposed to be listed. The BSE has scrutinized the Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. BSE does not in any manner: i. warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red Herring Prospectus; or warrant that this Company‟s securities will be listed or will continue to be listed on the BSE; or take any responsibility for the financial or other soundness of this Company, its Promoters, its management or any scheme or project of this Company;

ii. iii.

and it should not for any reason be deemed or construed that the Draft Red Herring Prospectus has been cleared or approved by the BSE. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription / acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Disclaimer Clause of the National Stock Exchange of India Limited (NSE) As required, a copy of the Draft Red Herring Prospectus has been submitted to NSE. NSE has given vide its letter dated [•] permission to the Issuer to use NSE‟s name in the Draft Red Herring Prospectus as one of the stock exchanges on which the Company‟s securities are proposed to be listed. The NSE has scrutinized the Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the Draft Red Herring Prospectus has been cleared or approved by NSE nor does not it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red Herring Prospectus; nor does it warrant that this Issuer‟s securities will be listed or will continue to be listed on the NSE; nor does it take any responsibility for the financial or other soundness of this Issuer, its Promoters, its management or any scheme or project of this Issuer. Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription / acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Filing A copy of the Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department, Plot No. C4-A, G Block, Bandra Kurla Complex, Bandra East, Mumbai – 400 051.

276

A copy of the Draft Red Herring Prospectus, along with documents to be filed under Section 60 of the Act, would be delivered for registration to the Registrar of Companies located at Nizam Palace, 2nd MSO Building, 3rd Floor, 234/4 A.J.C.Bose Road, Kolkata - 700 020. Listing The Equity Shares issued though this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Initial listing applications have been made to the BSE and the NSE for permission to list the Equity Shares and for an official quotation of the Equity Shares of the Company. The [•] shall be the Designated Stock Exchange. In case the permission for listing of the Equity Shares is not granted by any of the above mentioned Stock Exchanges, the Company shall forthwith repay, without interest, all moneys received from the applicants in pursuance of the Red Herring Prospectus. If such money is not repaid within 8 days after the day from which the Issuer becomes liable to repay it or within 70 days from the Bid/ Issue Closing Date, whichever is earlier, then the Company and every director of the Company who is an officer in default shall, on and from expiry of 8 days, be jointly and severally liable to repay that money with interest, at 15% per annum on the application monies as prescribed under Section 73 of the Companies Act. Our Company with the assistance of the Book Running Lead Managers shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned above are taken within 12 Working Days of finalisation of basis of Allotment for the Issue.

Consents The written consents of the Promoters, the Directors, the Company Secretary and Compliance Officer, the Auditor, the legal advisors, the Book Running Lead Manager, the Syndicate Member, the Registrar to the Issue, the Underwriter and the Bankers to the Company to act in their respective capacities, have been obtained and will be filed along with a copy of the Red Herring Prospectus with RoC and have agreed that such consents have not been withdrawn up to the time of delivery of the Prospectus for registration, is as required under Section 60 and 60B of the Companies Act. M/s. R. K. Chandak & Co., Chartered Accountants, our statutory Auditors have given their written consent to the inclusion of their report in the form and context in which it appears in this Draft Red Herring Prospectus and such consent and report will not been withdrawn up to the time of delivery of the Prospectus for registration to the Registrar of Companies. M/s. R. K. Chandak & Co., Chartered Accountants have given their written consent to the statement of tax benefits accruing to our Company and its members in the form and context in which it appears in this Draft Red Herring Prospectus and will not withdrawn such consent up to the time of delivery of the Prospectus for registration with the Registrar of Companies. [•], the IPO Grading Agency engaged by us for the purpose of IPO Grading have given their consent as experts, pursuant to their letter dated [•] for the inclusion of their report in the form and content in which it will appear in the Red Herring Prospectus. Expert Opinion Except the report of [•] in respect of the IPO grading of this Issue annexed herewith, the Company has not obtained any expert opinions. Expenses of the Issue The total expenses of the Issue are estimated to be approximately Rs. [●] Lacs. The expenses of the Issue payable by our Company includes, among others, brokerage, fees payable to the Book Running Lead Manager to the Issue and Registrar to the Issue, legal fees, stamp duty, printing and distribution expenses and listing fees and other miscellaneous expenses estimated as follows: Particulars Lead management fees (including, underwriting Amounts* As percentage of total expenses As a percentage of Issue size

277

commission, brokerage and selling commission) Registrar to the Issue Advisors Bankers to the Issue Others: - Printing and stationery - Listing fees - Advertising and marketing expenses - IPO Grading Fees - Others Total estimated Issue expenses *Would be incorporated post finalization of Issue Price Fees payable to the BRLMs and the Syndicate Members The total fees, brokerage and selling commissions payable to the BRLMs and the Syndicate Members (including underwriting commission and selling commission) will be as per their respective engagement letters issued by our Company, copies of which are available for inspection at our Registered Office. Fees payable to the Registrar to the Issue The total fees payable to the Registrar to the Issue for processing of application, data entry, printing of CAN/refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as per the Memorandum of Understanding signed with between the Company and the Registrar to the Issue, a copy of which is available for inspection at our Registered Office. The Registrar to the Issue will also be reimbursed with all relevant out-of-pocket expenses such as cost of stationery, postage, stamp duty, communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable them to make refunds to unsuccessful applicants. Previous public or rights issues Our Company has not made any public or rights issue since its inception. Previous issue of shares otherwise than for cash Please refer to the section titled „Capital Structure‟ and „History and Corporate Matters‟ beginning on pages 23 and 101 respective of this Draft Red Herring Prospectus for details of shares issued otherwise than for cash. Underwriting commission, brokerage and selling commission on Previous Issues Since this is the initial public offer of the Company, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares since our inception. Outstanding debentures or bond issues As on the date of filing this Draft Red Herring Prospectus, our Company does not have any outstanding debentures or has made any bond issue. Outstanding Preference Shares As on the date of filing this Draft Red Herring Prospectus, our Company does not have any outstanding preference shares. Particulars in regard to the Company and other listed companies under the same management within the meaning of Section 370(1) (b) of the Companies Act which made any capital issue during the last three years

278

There are no listed companies under the same management within the meaning of Section 370(1)(b) of the Companies Act that made any capital issue during the last three years. Partly Paid-Up Shares There are no partly paid-up Equity Shares of our Company. Promises v. Performance Our Company has not made any public or rights issue since its inception. None of our Group Companies, associates and subsidiaries of the Company have made any public issue since their respective dates of inception. Option to Subscribe Equity Shares being offered through the Red Herring Prospectus can be applied for in dematerialized form only. Stock Market Data This being the first public issue of the Equity Shares of our Company, the Equity Shares of our Company are not listed on any stock exchange and hence no stock market data is available. Disclosure on Investor Grievances and Redressal System The MoU between the Registrar to the Issue and our Company entered on 3 May 2010 provides for retention of records with the Registrar to this Issue for a period of at least three years from the last date of dispatch of the letters of allotment, demat credit and making refunds as per the modes disclosed to enable the investors to approach the Registrar to this Issue for redressal of their grievances. All grievances relating to this Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the applicant, application number, number of Equity Shares applied for, amount paid on application, DP ID and the name of the Depository Participant and the bank branch or collection center where the application was submitted. All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name, address of the applicant, application number, number of Equity Shares applied for, amount paid on application and the Designated Branch of the SCSB where the ASBA BCAF was submitted by the ASBA Bidders. We estimate that the average time required by us or the Registrar to the Issue for the redressal of routine investor grievances will be ten business days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible. The Company has also constituted an Investors‟ Grievance Committee to review and redress the shareholders and investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve subdivision, consolidation, transfer and issue of duplicate shares. Our Company has appointed Mr. Sumit Surana, Company Secretary as the Compliance Officer and he may be contacted at sumit.surana@jaingroup.co.in, Tel: +91 33 4002 7777, Fax: +91 33 4002 7744, Email: investorgrievances@jaingroup.co.in for redressal of any complaints. Changes in the Auditors during last three years and reasons thereof There has been no change in our auditors in the last 3 years. Capitalisation of reserves or profits during the last five years Our Company has not issued bonus to the existing shareholders of the Company. Revaluation of assets during the last five years Our Company has not revalued its assets since inception.

279

SECTION VII : ISSUE INFORMATION TERMS OF THE ISSUE The Equity Shares being offered are subject to the provisions of the Companies Act, the Memorandum and Articles of Association of the Company, conditions of RBI approval, if any, the terms of the Red Herring Prospectus and Prospectus, Bid cum Application Form, ASBA BCAF, the Revision Form, ASBA Revision Form, the CAN and other terms and conditions as may be incorporated in the Allotment Advice, and other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, Government of India, Stock Exchanges, RBI, RoC and / or other authorities, as in force on the date of the Issue and to the extent applicable. Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of the Memorandum and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares of the Company including in respect of the rights to receive dividends. The Allotees in receipt of Allotment of Equity Shares under this Issue will be entitled to dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, please see “Main Provisions of the Articles of Association” beginning on page 320 of this Red Herring Prospectus. Mode of payment of dividend We shall pay dividend to our shareholders as per the provisions of the Companies Act. Face Value and Issue Price The Equity Shares with a face value of Rs.10 each are being offered in terms of this Red Herring Prospectus at a price of Rs. [●] per Equity Share. The Anchor Investor Issue Price is [•]

Compliance with SEBI Regulations The Company, to the extent applicable, shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholder Subject to applicable laws, the equity shareholders shall have the following rights:  Right to receive dividend, if declared;  Right to attend general meetings and exercise voting powers, unless prohibited by law;  Right to vote on a poll either in person or by proxy;  Right to receive offers for rights shares and be allotted bonus shares, if announced;  Right to receive surplus on liquidation subject to any statutory and other preferential claims being satisfied;  Right of free transferability; and  Such other rights, as may be available to a shareholder of a listed public company under the Companies Act the terms of the listing agreements executed with the Stock Exchanges, and the Memorandum and Articles of Association of the Company.

280

For a detailed description of the main provisions of the Articles of Association such as those dealing with voting rights, dividend, forfeiture and lien, transfer and transmission and / or consolidation / splitting, please refer to the section titled “Main provision of the Articles of Association of the Company” beginning on page 320 of this Draft Red Herring Prospectus. Market Lot Under Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. In terms of existing SEBI ICDR Regulations, the trading in the Equity Shares shall only be in dematerialized form for all investors. Since trading of the Equity Shares is in dematerialized mode, the tradable lot is one Equity Share. Allocation and allotment of Equity Shares through this Issue will be done only in electronic form, in multiple of one Equity Share, subject to a minimum allotment of [•] Equity Shares. For details of allocation and allotment, please refer to the section titled “Issue Procedure” beginning on page 288 of this Draft Red Herring Prospectus. Jurisdiction Exclusive jurisdiction for the purpose of this Issue is with competent courts / authorities in Mumbai, Maharashtra, India. Nomination Facility to the Investor In accordance with Section 109A of the Companies Act, the sole or first bidder, along with other joint bidder, may nominate any one person in whom, in the event of the death of sole bidder or in case of joint bidders, death of all the bidders, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Company‟s Registered / Corporate Office or to our Registrar and Transfer Agents. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either: 1. 2. to register himself or herself as the holder of the Equity Shares; or to make such allotment of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to allot the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode, there is no need to make a separate nomination with us. Nominations registered with respective depository participant of the applicant would prevail. If the investors require changing the nomination, they are requested to inform their respective depository participant. Minimum Subscription If we do not receive the minimum subscription of 90% of the Issue including devolvement of Underwriters within 60 days from the date of closure of the Issue, the Company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the Company becomes liable to pay the amount, the Company shall pay interest as prescribed under Section 73 of the Companies Act. Further, in accordance with Clause 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the

281

number of prospective allottees to whom the Equity Shares will be Allotted will be not less than 1,000. Arrangement for disposal of odd lot The Equity Shares will be traded in dematerialized form only and therefore the marketable lot is one (1) Equity Share. Hence, there is no possibility of any odd lots. Restriction on transfer of Equity Shares Except for lock-in as detailed in “Capital Structure – Promoters Contribution and Lock-in” beginning on page 23 of this Red Herring Prospectus, and except as provided in the Articles of Association, there are no restrictions on transfers of Equity Shares. Anchor Investors, if any shall be locked in for a period of 1 month from the date of its Allotment. There are no restrictions on transfers of debentures except as provided in the Articles of Association. There are no restrictions on transmission of Equity Shares and on their consolidation/ splitting except as provided in the Articles of Association. Please see “Main Provisions of the Articles of Association” beginning on page 320 of this Red Herring Prospectus

282

ISSUE STRUCTURE Public Issue of [•] Equity Shares of face value of Rs. 10 each for cash at a price of Rs. [•] per Equity Share (including share premium of Rs. [•] per Equity Share) aggregating Rs. [•] lacs, comprising of an Issue of [•] Equity Shares (hereinafter referred to as the “Issue”).

The Issue will constitute [•] % of the total post issue paid-up equity capital of the Company. The Issue is being made through the 100% Book Building Process:

Particulars

Qualified Institutional Bidders# Not more than [•] Equity Shares or Issue less allocation to NonInstitutional Bidders and Retail Individual Bidders Not more than 50% (of which 5% (excluding Anchor Investor Portion) shall be reserved for Mutual Funds) of the Issue less allocation to NonInstitutional Bidders and Retail Individual Bidders

Non-Institutional Bidders Not less than [•] Equity Shares shall be available for allocation

Retail Individual Bidders Not less than [•] Equity Shares shall be available for allocation

Number of Equity Shares*

Percentage of the Issue Size available for allocation

Not less than 15% of the Issue or the Issue less allocation to QIB Bidders and Retail Bidders Individual

Not less than 35% of the Issue or the Issue less allocation to QIB Bidders and NonInstitutional Bidders

Basis of allocation, if respective category is oversubscribed

Proportionate (except for Anchor Investors) as follows:

Proportionate

Proportionate

(a) [•] Equity Shares, constituting 5% of the QIB portion, shall be available for allocation on a proportionate basis to Mutual Funds;

(b) [•] Equity Shares shall be allotted on a proportionate basis to all QIBs including Mutual Funds receiving

283

Particulars

Qualified Institutional Bidders# allocation above as per (a)

Non-Institutional Bidders

Retail Individual Bidders

Minimum Bid

Such number of Equity Shares that the Bid Amount exceeds Rs. 1,00,000 Not exceeding the size of the Issue subject to regulations as applicable to the Bidder Compulsorily dematerialized form in

Such number of Equity Shares that the Bid Amount exceeds Rs. 1,00,000 Not exceeding the size of the Issue

[•] Equity Shares

Maximum Bid

Such number of Equity Shares so as to ensure that the Bid Amount does not exceed Rs. 100,000 Compulsorily dematerialised form in

Mode of Allotment

Compulsorily dematerialized form

in

Bid Lot

[•] Equity Shares and in multiples of [•] Equity Shares. [●] Equity Shares and in multiples of 1 Equity Share thereafter.

[•] Equity Shares and in multiples of [•] Equity Shares. [●] Equity Shares and in multiples of 1 Equity Share thereafter

[•] Equity Shares and in multiples of [•] Equity Shares. [●] Equity Shares and in multiples of 1 Equity Share thereafter. One Equity Share Individuals (including NRIs and HUFs in the name of karta)

Allotment Lot

Trading Lot Who can Apply **

One Equity Share Public financial institutions as defined in Section 4A of the Companies Act, FIIs and Sub-Accounts (other than Sub- Accounts which are foreign corporates or foreign individuals), VCFs, FVCIs, Mutual Funds, multilateral and bilateral financial institutions, scheduled commercial banks, state industrial development corporations, insurance companies registered with the IRDA, provident

One Equity Share Resident Indian individuals, HUF (in the name of Karta), companies, corporate bodies, scientific institutions, societies, trusts and eligible/permitted SubAccounts which are foreign corporates or foreign individuals.

284

Particulars

Qualified Institutional Bidders# funds and pension funds with a minimum corpus of Rs. 250 million, the NIF and insurance funds set up and managed by army, navy or air force of the Union of India, eligible for bidding in this Issue.

Non-Institutional Bidders

Retail Individual Bidders

Terms of Payment

Full Bid bidding##

Amount

on

Full Bid bidding##

Amount

on

Full Bid bidding##

Amount

on

# The

Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor Investors. For further details, please see “Issue Procedure” beginning on page 288 of this Red Herring Prospectus.

## In

case of ASBA Bidders, the SCSB shall be authorised to block such funds in the bank account of the ASBA Bidders that are specified in the ASBA BCAF

*Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in QIBs, NonInstitutional and Retail Individual categories would be allowed to be met with spillover inter-se from any other categories, at the sole discretion of our Company, BRLMs and subject to applicable provisions of SEBI Regulations.

** In case the Bid Cum Application Form is submitted in joint names, the investors should ensure that the demat account is also held in the same joint names and in the same sequence in which they appear in the Bid Cum Application Form.

The number of prospective Allottees of Equity Shares in this Issue shall not be less than 1,000.

285

Withdrawal of the Issue

The Company, in consultation with the BRLM, reserves the right not to proceed with the Issue at any time after the Bid/Issue Opening Date but before the Allotment, without assigning any reason thereof. In such an event the Company shall issue a public notice in the newspapers, in which the pre-Issue advertisements were published, within two days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. The Company shall also inform the same to stock exchanges on which the Equity Shares are proposed to be listed. In the event that the Company decides not to proceed with the Issue after Bid/ Issue Closing Date and thereafter determines that it will proceed with an initial public offering of its Equity Shares, the Company shall file a fresh draft red herring prospectus with SEBI.

Bidding Period/Issue Period

BID/ISSUE OPENS ON BID/ISSUE CLOSES ON

[●]* [●]**

*Our Company may consider participation by Anchor Investors in terms of the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one day prior to the Bid/ Issue Opening Date. **Our Company may consider closing the Bidding by QIB Bidders 1 Working Day prior to the Bid/Issue Closing Date subject to the Bid/Issue period being for a minimum of 3 Working Days.

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/Issue Period as mentioned above at the bidding centers mentioned on the Bid cum Application Form or, in case of Bids submitted through ASBA, the Designated Branches of the SCSBs except that on the Bid/Issue Closing Date, Bids (excluding the ASBA Bidders) shall be accepted only between 10.00 a.m. and 3 p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. in case of Bids by QIB Bidders, Non-Institutional Bidders where the Bid Amount is in excess of Rs. 1,00,000 and (ii) 5.00 p.m. in case of Bids by Retail Individual Investors which may be extended to such time as may be permitted by BSE and NSE. Due to limitation of the time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 3.00 p.m. (Indian Standard Time) on the Bid/Issue Closing Date. Bidders are requested to note that due to clustering of last day applications, as is typically experienced in public offerings, some Bids may not get uploaded on the last date. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids not uploaded in the book would be rejected. If such Bids are not uploaded, the Issuer, BRLM, Syndicate Member and the SCSBs will not be responsible. Bids will be accepted only on Business Days. Bids by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the NSE and the BSE.

On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading the Bids received by Retail Individual Bidders after taking into account the total number of Bids received up to the closure of timings for acceptance of Bid cum Application Forms and ASBA BCAF as stated herein and reported by the BRLMs to the Stock Exchange within half an hour of such closure. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the

286

details as per physical application form of that Bidder may be taken as the final data for the purpose of allotment.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidders, the Registrar to the Issue shall ask for rectified data from the SCSB.

In case of revision in the Price Band, the Bidding Period shall be extended for three additional Working Days after such revision, subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs and the terminals of the other members of the Syndicate.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidders, the Registrar to the Issue shall ask for rectified data from the SCSB.

In case of revision in the Price Band, the Bidding Period shall be extended for three additional Working Days after such revision, subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs and the terminals of the other members of the Syndicate.

287

ISSUE PROCEDURE This section applies to all Bidders. Please note that all Bidders can participate in the Issue through the ASBA process. ASBA Bidders should note that the ASBA process involves application procedures that are different from the procedure applicable to Bidders other than the ASBA Bidders. Bidders applying through the ASBA process should carefully read the provisions applicable to such applications before making their application through the ASBA process. Please note that all Bidders (other than ASBA Bidders) are required to make payment of the full Bid Amount with the Bid cum Application Form. In case of ASBA Bidders, an amount equivalent to the full Bid Amount will be blocked by the SCSB. It may be noted that pursuant to the SEBI Circular (no. CIR/CFD/DIL/2/2010) dated April 06, 2010 SEBI has decided to extend the ASBA facility to QIBs in all public issues opening on or after May 1, 2010. Book Building Process The Issue is being made through the 100% Book Building Process wherein not more than 50% of the Issue shall be available for allocation to Qualified Institutional Buyers on a proportionate basis out of which (excluding Anchor Investor Portion), 5% shall be available for allocation on a proportionate basis to Mutual Funds only. Upto 30% of the QIB Portion shall be available for allocation to Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocation to domestic Mutual Funds. The remainder shall be available for allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. Further, not less than 15% of the Issue would be available for allocation to NonInstitutional Bidders and not less than 35% of the Issue would be available for allocation to Retail Individual Bidders on a proportionate basis, subject to valid bids being received from them at or above the Issue Price. Allocation to Anchor Investors shall be on a discretionary basis and not on a proportionate basis. All Bidders other than ASBA Bidders are required to submit their Bids through the Syndicate. ASBA Bidders are required to submit their Bids to the SCSBs. Bids by QIBs will only have to be submitted to through the BRLMs or its affiliates. Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The Bid cum Application Forms which do not have the details of the Bidders‟ depository account shall be treated as incomplete and rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. The Equity Shares on Allotment shall be traded only in the dematerialised segment of the Stock Exchanges. Further, pursuant to the notification (no. LAD-NRO/GN/2010-11/03/1104) dated April 13, 2010, SEBI has provided that Anchor Investors shall pay, on application, the same margin amount, as is payable by other Bidders, and the balance, if any, within two days of the Bid/Issue Closing Date. Bid cum Application Form Bidders shall only use the Bid cum Application Form bearing the stamp of a Syndicate Member for making a Bid in terms of this Draft Red Herring Prospectus. The Bidder shall have the option to make a maximum of three Bids in the Bid cum Application Form and such options shall not be considered as multiple Bids. Upon the allocation of Equity Shares, dispatch of the CAN and filing of the Prospectus with the RoC, the Bid cum Application Form shall be considered as the Application Form. Upon completion and submission the Bid cum Application Form to a Syndicate Member, the Bidder is deemed to have authorized us to make the necessary changes in this Draft Red Herring Prospectus and the Bid cum Application Form as would be required for filing the Prospectus with the RoC and as would be required by the RoC after such filing, without prior or subsequent notice of such changes to the Bidder. Note: Please provide your bank account details in the space provided in the application form and applications that do not contain such details shall be rejected. The prescribed colour of the Bid cum Application Form for the various categories is as follows: Category Colour of Bid Application Form cum

288

Resident Indians and Eligible NRIs applying on a non-repatriation basis Eligible NRIs, FIIs or Foreign Venture Capital Funds, registered Multilateral and Bilateral Development Financial Institutions applying on a repatriation basis ASBA Bidders Resident ASBA Bidders Non-resident ASBA Bidders Anchor Investors* * Bid cum Application forms for Anchor Investors shall be made available at the offices of the BRLM. ASBA Bidders shall submit an ASBA Bid cum Application Form to the SCSB authorising blocking of funds that are available in the bank account specified in the ASBA Bid cum Application Form. Only QIBs can participate in the Anchor Investor Portion Who can Bid? 1. Indian nationals resident in India who are not minors, majors, in single or joint names (not more than three); 2. HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of Sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs would be considered at par with those from individuals; 3. Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in Equity Shares; 4. Mutual Funds registered with SEBI; 5. Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI regulations and SEBI regulations, as applicable); 6. Multilateral and bilateral development financial institution; 7. Venture capital funds registered with SEBI; 8. Foreign venture capital investors registered with SEBI subject to compliance with applicable laws, rules, regulations, guidelines and approvals in the Issue; 9. FIIs and sub-accounts registered with SEBI subject to compliance with applicable laws, rules, regulations, guidelines and approvals in the Issue; 10. Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under the Non-Institutional Bidders category; 11. State Industrial Development Corporations; 12. Insurance companies registered with the Insurance Regulatory and Development Authority; 13. Provident funds with a minimum corpus of Rs. 2,500 lakhs and who are authorized under their constitution to invest in Equity Shares; 14. Pension funds a with minimum corpus of Rs. 2,500 lakhs and who are authorized under their constitution to invest in Equity Shares; 15. National Investment Fund 16. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to trusts and who are authorized under their respective constitutions to hold and invest in Equity Shares; 17. Eligible Non-residents including NRIs and FIIs on a repatriation basis or a non-repatriation basis subject to applicable local laws; 18. Scientific and/or industrial research organizations authorized under their constitution to invest in Equity Shares; 19. Any other QIBs permitted to invest, subject to compliance with applicable laws, rules, regulations, guidelines and approvals in the Issue; 20. Insurance funds set up and managed by army, navy or air force of the Union of India. As per the existing regulations, OCBs are not eligible to participate in this Issue. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. Participation by associates of BRLMs and Syndicate Member The BRLMs and the Syndicate Member shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their underwriting obligations. Associates and affiliates of the BRLMs and the Syndicate Member may subscribe for Equity Shares in the Issue, including in the QIB Portion and Non-Institutional

289

Portion as may be applicable to such Bidder, where the allocation is on a proportionate basis. Such bidding and subscription may be on their own account or their clients. The BRLMs and any persons related to the BRLMs, the Promoter and the Promoter Group cannot apply in the Issue under the Anchor Investor Portion. Bids under the Anchor Investor Portion Our Company may, in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in the Issue for up to [●] Equity Shares in accordance with the applicable SEBI Regulations. The QIB Portion shall be reduced in proportion to the allocation under the Anchor Investor category. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. The key terms for participation in the Anchor Investor Portion are as follows: a. b. Anchor Investors shall be QIBs; A Bid by an Anchor Investor must be for a minimum of such number of Equity Shares that the Bid Amount exceeds Rs. 100 million and in multiples of [●] Equity Shares thereafter. Anchor Investors cannot submit a Bid for more than 30% of the QIB Portion. One-third of the Anchor Investor Portion (i.e., [●] Equity Shares) shall be reserved for allocation to Mutual Funds. The minimum number of allotees in the Anchor Investor Portion shall not be less than: (a) two, where the allocation under Anchor Investor Portion is up to Rs. 25,000 lakhs; and (b) five, where the allocation under Anchor Investor Portion is more than Rs. 25,000 lakhs. Anchor Investors shall be allowed to Bid under the Anchor Investor only on the Anchor Investor Bidding Date (i.e., one day prior to the Bid Opening Date). Our Company shall, in consultation with the Book Running Lead Managers, finalise allocation to the Anchor Investors on a discretionary basis, subject to compliance with requirements regarding minimum number of Allottees under the Anchor Investor Portion. Refund on account of rejection of Bids, if any, shall be made on the Anchor Investor Bidding Date. The number of Equity Shares allocated to successful Anchor Investors and the price at which the allocation is made, shall be made available in public domain by the Book Running Lead Managers on or before the Bid Opening Date. Anchor Investors shall pay the Anchor Investor Margin Amount at the time of submission of their Bid. Any difference between the amount payable by the Anchor Investor for Equity Shares allocated and the Anchor Investor Margin Amount, shall be payable by the Anchor Investor within two days of the Bid Closing Date. In case the Issue Price is greater than the Anchor Investor Price, any additional amount being the difference between the Issue Price and Anchor Investor Price shall be payable by the Anchor Investors. In the event the Issue Price is lower than the Anchor Investor Price, the allotment to Anchor Investors shall be at Anchor Investor Price. The Equity Shares allotted in the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment. Neither the Book Running Lead Managers, nor any person related to the Book Running Lead Managers, our Promoters, members of our Promoter Group or Group Companies, shall participate in the Anchor Investor Portion. Bids made by QIBs under both the Anchor Investor Portion and the Net QIB Portion shall not be considered as multiple Bids. The Anchor Investor Margin Amount cannot be utilised towards meeting the Margin Amount requirement towards a Bid in the Net QIB Portion.

c.

d.

e.

f.

g. h.

i.

j.

k.

l.

m.

290

n.

The instruments for payment into the Escrow Account should be drawn in favour of:   In case of Resident Anchor Investors: “Escrow Account – Jain Infra Public Issue – Anchor Investor – R” In case of Non-Resident Anchor Investor: “Escrow Account – Jain Infra Public Issue – Anchor Investor – NR”

Additional details, if any, regarding participation in the Issue under the Anchor Investor Portion shall be disclosed in the advertisement for the Price Band published by our Company, in consultation with the Book Running Lead Managers in a one English language national newspaper and one Hindi language national newspaper and one Bengali language national newspaper atleast two Working Days prior to the Bid Opening Date. Application by Mutual Funds As per the current regulations, the following restrictions are applicable for investments by Mutual Funds: An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Fund Portion. In the event that the demand is greater than [●] Equity Shares, allocation shall be made to Mutual Funds proportionately, to the extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds shall, as part of the aggregate demand by QIBs, be available for allocation proportionately out of the remainder of the QIB Portion, after excluding the allocation in the Mutual Fund Portion. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors. No mutual fund scheme shall invest more than 10% of its net asset value in the equity shares or equity related instruments of any company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any company‟s paid-up share capital carrying voting rights. These limits would have to be adhered to by the mutual funds for investment in the Equity Shares. In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Application by Eligible NRIs Bid cum Application forms have been made available for Eligible NRIs at the Registered Office of the Company, with the members of the Syndicate and the Registrar to the Issue. Eligible NRIs should note that only such applications as are accompanied by payment in free foreign exchange shall be considered for Allotment. The Eligible NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts should use the form meant for Resident Indians and not use the forms meant for reserved category. Application by FIIs As per the current regulations, the following restrictions are applicable for investments by FIIs: The issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid-up capital of the Company. In respect of an FII investing in Equity Shares of the Company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of the Company or 5% of our total issued capital in case such sub-account is a foreign corporate or an individual. As of now, the aggregate FII holding in the Company cannot exceed 24% of the total paid-up capital of the Company. With the

291

approval of the Board of Directors and the shareholders by way of a special resolution, the aggregate FII holding can go up to 100%. However, as of this date no such resolution has been recommended for adoption. A sub account of a FII which is a foreign corporate or foreign individual shall not be considered to be a Qualified Institutional Buyer, as defined under the SEBI Regulations, for this Issue. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995, as amended (the “SEBI FII Regulations”), an FII or its sub-account may issue, deal or hold, offshore derivative instruments (defined under the SEBI FII Regulations as any instrument, by whatever name called, which is issued overseas by an FII against securities held by it that are listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with „know your client‟ norms. An FII or subaccount shall also ensure that no further downstream issue or transfer of any instrument referred to hereinabove is made to any person other than a regulated entity. Associates and affiliates of the underwriters including the BRLMs and the Syndicate Member that are FIIs may issue offshore derivative instruments against Equity Shares Allotted to them in the Issue. Any such offshore derivative instrument does not constitute any obligation of, claim on or an interest in our Company. Application by SEBI registered Venture Capital Funds and Foreign Venture Capital Investors The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000 prescribe investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. Accordingly, the holding by any individual venture capital fund or foreign venture capital investor registered with SEBI should not exceed 25% of the corpus of the venture capital fund/ foreign venture capital investor. However, venture capital funds or foreign venture capital investors may invest not more than 33.33% of their respective investible funds in various prescribed instruments, including in initial public offers of venture capital undertakings. The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead Manager are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their own independent investigations and are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red Herring Prospectus. Maximum and Minimum Bid Size For Retail Individual Bidders: The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, subject to maximum Bid amount of Rs. 1,00,000 In case the maximum Bid amount is more than Rs. 1,00,000 then the same would be considered for allocation under the Non-Institutional Bidders category. The Cut-off option is given only to the Retail Individual Bidders indicating their agreement to bid and purchase at the final Issue Price as determined at the end of the Book Building Process. For Non-Institutional Bidders and QIBs Bidders: The Bid must be for a minimum of such Equity Shares such that the Bid Amount exceeds Rs. 1,00,000 and in multiples of [●] Equity Shares thereafter. A Bid cannot be submitted for more than the size of the Issue. However, the maximum Bid by a QIB should not exceed the investment limits prescribed for them by the regulatory or statutory authorities governing them. Under SEBI Regulations, a QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay the entire Bid Amount upon submission of Bid. In case of revision of bids, the Non Institutional Bidders who are individuals, have to ensure that the Bid Amount is greater than Rs. 1,00,000. In case the Bid Amount reduces to Rs. 1,00,000 or less due to a revision in Bids or revision of the Price Band, the same would be considered for allocation under the Retail portion. Non Institutional Bidders and QIB Bidders are not allowed to Bid at „Cut-Off‟. For Bidders in the Anchor Investor Portion: The Bid must be for a minimum of such number of Equity Shares such that the Bid Amount exceeds Rs. 1,000 lakhs and in multiples of [•] Equity Shares thereafter. Bids by Anchor Investors under the Anchor Investor Portion and the QIB Portion shall not be considered as multiple

292

Bids. A Bid cannot be submitted for more than the Anchor Investor Portion. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/ Issue Period. Information for Bidders 1. The Company and the BRLMs shall declare the Bid/Issue Opening Date and the Bid/Issue Closing Date in the Red Herring Prospectus to be registered with the RoC and also publish the same in two national newspapers (one each in English and Hindi) and in one Bengali newspaper with vide circulation. This advertisement shall be in the prescribed format. 2. The Company will file the Red Herring Prospectus with the ROC at least three days prior to the Bid/ Issue Opening Date. 3. The members of the Syndicate and the SCSBs, as applicable will circulate copies of the Red Herring Prospectus along with the Bid cum Application Form to potential investors. The SCSB shall ensure that the abridged prospectus is made available on its website. 4. Any Bidder (who is eligible to invest in our Equity Shares) who would like to obtain the Red Herring Prospectus and / or the Bid cum Application Form can obtain the same from our Registered Office or from the BRLMs / Syndicate Member. 5. Eligible Bidders who are interested in subscribing the Equity Shares should approach the BRLMs or Syndicate Member or their authorized agent(s) or the SCSBs (as applicable) to register their Bid. Bidders can also approach the Designated Branch of the SCSBs to register their Bids under the ASBA process. 6. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application Forms (other than the ASBA BCAFs) should bear the stamp of the members of the Syndicate otherwise they will be rejected. Bids by ASBA Bidders shall be accepted by the Designated Branches of SCSBs in accordance with the SEBI Regulations and any circulars issued by SEBI in this regard. Method and Process of Bidding a. Our Company and the BRLM, shall decide the Price Band and the minimum Bid lot size for the Issue and the same shall be advertised in one English national daily, one Hindi national daily and one Bengali daily newspaper with wide circulation at least two Working Days prior to the Bid/ Issue Opening Date. The Syndicate and the SCSBs shall accept Bids from the Bidders during the Bidding/Issue Period. b. The Bidding/Issue Period shall be a minimum of three Working Days and not exceeding ten Working Days. In case the Price Band is revised and the Bidding/Issue Period shall be extended by an additional three Working Days, subject to the total Bidding/Issue Period not exceeding ten Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be published in two national newspapers (one each in English and Hindi) and one Bengali newspaper with wide circulation and also by indicating the change on the websites of the BRLMs and at the terminals of the members of the Syndicate. c. Each Bid cum Application Form will give the Bidder the choice to bid for up to three optional prices (for details refer to the paragraph entitled “Bids at Different Price Levels” below) and specify the demand (i.e. the number of Equity Shares bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares bid for by a Bidder at or above the Issue Price will be considered for allocation and the rest of the Bid(s), irrespective of the Bid Price, will become automatically invalid. d. The Bidder cannot Bid on another Bid cum Application Form after his or her Bids on one Bid cum Application Form have been submitted to any member of the Syndicate or the SCSBs. Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate or SCSBs will be treated as multiple Bids and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph titled “Build up of the Book and Revision of Bids”.

293

e. Except in relation to Bids received from the Anchor Investors, the Members of the Syndicate/SCSBs will enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction registration Slip, (TRS), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form. f. The BRLMs shall accept Bids from the Anchor Investors during the Anchor Investor Bid/Issue Period i.e. one Working Day prior to the Bid/ Issue Opening Date. Bids by QIBs under the Anchor Investor Portion and the QIB Portion shall not be considered as multiple Bids. g. During the Bidding/Issue Period, Bidders (other than QIBs) may approach the Syndicate Member to submit their Bid. Every Syndicate Member shall accept Bids from all clients / investors who place orders through them and shall have the right to vet the Bids. Bidders who wish to use the ASBA process should approach the Designated Branches of the SCSBs to register their Bids. h. Along with the Bid cum Application Form, all Bidders (other than ASBA Bidders) will make payment in the manner described under the paragraph titled „Payment Instructions‟ beginning on page 305 of this Draft Red Herring Prospectus. i. Upon receipt of the ASBA BCAF, submitted whether in physical or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the ASBA BCAF, prior to uploading such Bids with the Stock Exchanges. j. If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and shall not upload such Bids with the Stock Exchanges. k. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the ASBA BCAF and will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request. Bids at Different Price Levels The Bidders can Bid at any price within the Price Band, in multiples of Re 1. 1. In accordance with SEBI Regulations, the Company, in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/Issue Period, provided the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the floor price disclosed at least two days prior to the Bid/ Issue Opening Date and the Cap Price will be revised accordingly. 2. The Company in consultation with the BRLMs can finalise the Issue Price within the Price Band in accordance with this clause, without the prior approval of, or intimation, to the Bidders. 3. The Company, in consultation with the BRLM, can finalise the Anchor Investor Issue Price within the Price Band in accordance with this clause, without the prior approval of, or intimation, to the Anchor Investors. 4. Bidders can bid at any price within the Price Band. Bidders have to Bid for the desired number of Equity Shares at a specific price. Retail Individual Bidders applying for a maximum Bid in any of the bidding options not exceeding Rs. 1,00,000 may bid at Cut-off Price. However, bidding at Cut-off Price is prohibited for QIBs and Non-Institutional Bidders and such Bids from QIBs and Non Institutional Bidders shall be rejected. 5.Retail Individual Bidders who Bid at the Cut-off Price agree that they shall purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders bidding at Cut-off Price shall deposit the Bid Amount based on the Cap Price in the respective Escrow Accounts. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders who Bid at Cut-off Price (i.e. the total number of Equity Shares allocated in the Issue multiplied by the Issue Price), the Retail Individual Bidders, who Bid at Cut-off Price, shall receive the refund of the excess amounts from the respective

294

Escrow Accounts/refund account(s). In case of ASBA Bidder bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block amount based on the Cap Price. 6. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had bid at Cut-Off Price could either (i) revise their Bid or (ii) make additional payment based on the cap of the revised Price Band, with the members of the Syndicate or the SCSBs to whom the original Bid was submitted. In case the total amount (i.e. original Bid Amount plus additional payment) exceeds Rs. 1,00,000, the Bid will be considered for allocation under the Non Institutional category in terms of this Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted for the purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cutoff. 7. In case of a downward revision in the Price Band, Retail Individual Bidders who have bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the respective Escrow Accounts/refund account(s) or unblocked by the SCSBs, as applicable. 8. The Company, in consultation with the BRLM, shall decide the minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the range of Rs. 5,000 to Rs. 7,000. Escrow Mechanism For details of the escrow mechanism and payment instructions, please refer to “Issue Procedure – Payment Instructions” on page 305 of this Draft Red Herring Prospectus. Electronic Registration of Bids (a) The members of the Syndicate and the SCSBs will register the Bids using the on-line facilities of the Stock Exchanges. There will be at least one on-line connectivity to each city where a stock exchange is located in India and where the Bids are being accepted. The BRLM, the Company and the Registrar to the Issue are not responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids accepted by the Syndicate Member and the SCSBs, (ii) the Bids uploaded by the Syndicate Member and the SCSBs, (iii) the Bids accepted but not uploaded by the Syndicate Member and the SCSBs or (iv) with respect to ASBA Bids, Bids accepted and uploaded without blocking funds in the ASBA Accounts. However, the members of the Syndicate and / or the SCSBs shall be responsible for any errors in the Bid details uploaded by them. It shall be presumed that for the Bids uploaded by the SCSBs, the Bid Amount has been blocked in the relevant ASBA Account. (b) The Stock Exchanges will offer a screen-based facility for registering Bids for the Issue. This facility will be available on the terminals of the Syndicate Member, their authorized agents and the SCSBs during the Bid/Issue Period. The Syndicate Member and the Designated Branches can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently download the off-line data file into the on-line facilities for book building on a regular basis. On the Bid/Issue Closing Date, the Syndicate Member and the Designated Branches shall upload the Bids till such time as may be permitted by the Stock Exchanges. (c) The aggregate demand and price for Bids registered on the electronic facilities of NSE and BSE will be downloaded on a regular basis, consolidated and displayed on-line at all bidding centers. A graphical representation of the consolidated demand and price would be made available at the bidding centers and the websites of the Stock Exchanges during the Bidding/Issue Period along with category wise details. (d) At the time of registering each Bid, the Syndicate Member shall enter the following details of the Bidder in the on- line system: • Name of the Bidder(s): Bidders should ensure that the name given in the Bid cum Application Form is exactly the same as the name in which the Depositary Account is held. In case the Bid cum Application Form is submitted in joint names, Bidders should ensure that the Depository Account is also held in the same joint names and are in the same sequence in which they appear in the Bid cum Application Form; • Investor Category such as Individual, Corporate, NRI, FII or Mutual Fund;

295

• Numbers of Equity Shares Bid for; • Bid price; • Bid cum Application Form number; • Depository Participant Identification Number and Client Identification Number of the Demat Account of the Bidder; and • PAN, except for Bids on behalf of the Central and State Governments, residents of the state of Sikkim and officials appointed by the courts With respect to ASBA Bids, at the time of registering each Bid, the Designated Branches of the SCSBs shall enter the following information pertaining to the Bidder into the electronic bidding system: • Name of the Bidder(s). • Application Number. • PAN (of First Bidder if more than one Bidder) • Investor Category and Sub-Category: Retail Individual HUF Non-institutional -Individual - corporate - other QIBs - Mutual Funds - Financial Institutions - Insurance companies - Foreign Institutional - Mutual Funds - Financial Institutions - Insurance companies

• Employee/shareholder (if reservation) • Demat ID • Beneficiary Account Number • Quantity • Price • Bank Account Number (e) A system generated TRS will be given to the Bidder as a proof of the registration of each of the bidding options. It is the Bidder‟s responsibility to request and obtain the TRS from the members of the Syndicate or the Designated Branches of the SCSBs. The registration of the Bid by the Syndicate Member or the Designated Braches of the SCSBs does not guarantee that the Equity Shares shall be allocated either by the Syndicate Member or the Company. (f) Such TRS will be non-negotiable and by itself will not create any obligation of any kind. (g) In case of QIB Bidders, the members of the Syndicate can reject the Bids at the time of accepting the Bid provided that the reason for such rejection is provided in writing. In case of Bids under the NonInstitutional Portion and Bids under the Retail Individual Portion would not be rejected except on the technical grounds listed in this Draft Red Herring Prospectus. The SCSB shall have no right to reject Bids except on technical grounds. (h) It is to be distinctly understood that the permission given by the Stock Exchanges to use their network and software of the Online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by the Company and the BRLMs are cleared or approved by the NSE and the BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, our Promoters, our management or any scheme or project of our Company. (i) Only Bids that are uploaded on the online IPO system of the Stock Exchanges shall be considered for allocation/ Allotment. Members of the Syndicate will be given up to one day after the Bid/Issue Closing Date to verify DP ID and Client ID uploaded in the online IPO system during the Bidding/Issue Period after which the data will be sent to the Registrar for reconciliation and Allotment of Equity Shares. In case of discrepancy of data between the BSE or the NSE and the members of the Syndicate or the Designated

296

Branches, the decision of the Company, in consultation with the BRLMs and the Registrar, shall be final and binding on all concerned. If the Syndicate Member finds any discrepancy in the DP name, DP ID and the client ID, the Syndicate Member will correct the same and the send the data to the Registrar for reconciliation and Allotment of Equity Shares. (j) Details of Bids in the Anchor Investor Portion will not be registered on the on-line facilities of electronic facilities of BSE and NSE. Anchor Investors cannot use the ASBA process and should approach the BRLMs to submit their Bids. Build Up of the Book and Revision of Bids (a) Bids registered by various Bidders through the members of the Syndicate and SCSBs shall be electronically transmitted to the BSE or NSE mainframe on a regular basis. (b) The book gets built up at various price levels. This information will be available with the BRLMs on a regular basis at the end of the Bid/Issue Period. (c) During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or her Bid within the price band using the printed Revision Form, which is a part of the Bid cum Application Form. (d) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision Form. Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details of all the options in his or her Bid cum Application Form or earlier Revision Form. For example, if a Bidder has bid for three options in the Bid cum Application Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options that are not being changed, in the Revision Form. Incomplete or inaccurate Revision Forms will not be accepted by the members of the Syndicate and the Designated Branches of the SCSBs. (e) The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) of the Bid, the Bidders will have to use the services of the same members of the Syndicate or the SCSB through whom the Bidder had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof. (f) In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had Bid at Cut-off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised Price Band (such that the total amount i.e., original Bid Amount plus additional payment does not exceed Rs. 1,00,000 if the Bidder wants to continue to Bid at Cut-off Price), with the members of the Syndicate to whom the original Bid was submitted. In case the total amount (i.e., original Bid Amount plus additional payment) exceeds Rs. 1,00,000, the Bid will be considered for allocation under the NonInstitutional Portion in terms of the Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-off Price. (g) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders, who have bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow Account. (h) The Company in consultation with the BRLM, shall decide the minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the range of Rs. 5,000 to Rs. 7,000. (i)Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of this Draft Red Herring Prospectus. With respect to the ASBA Bids, if revision of the Bids results in an incremental amount, the relevant SCSB shall block the additional Bid amount. In case of Bids, other than ASBA Bids, the members of the Syndicate shall collect the payment in the form of cheque or demand draft if any, to be paid on account of upward revision of the Bid at the time of one or

297

more revisions. In such cases, the members of the Syndicate will revise the earlier Bid details with the revised Bid and provide the cheque or demand draft number of the new payment instrument in the electronic book. The Registrar will reconcile the Bid data and consider the revised Bid data for preparing the Basis of Allotment. (j) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the Syndicate Member. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of his or her having revised the previous Bid. (k) In case of discrepancy of data between BSE or NSE and the Syndicate Member, the decision of the BRLMs based on physical records of Bid cum Application Forms shall be final and binding to all concerned. (i)The Syndicate Members may modify selected fields in the Bid details already uploaded upto one day post the Bid/Issue Closing Period. Price Discovery and Allocation After the Bid/Issue Closing Date, the BRLMs will analyze the demand generated at various price levels and discuss pricing strategy with our Company. Our Company, in consultation with BRLM, shall finalise the Issue Price, the number of Equity Shares to be allotted and the allocation to successful Bidders. (a) Not more than 50% of the Issue (including 5% specifically reserved for Mutual Funds) would be available for allocation on a proportionate basis after consultation with Designated Stock Exchange, subject to valid Bids being received at or above the Issue Price. Upto 30% of the QIB Portion shall be available for allocation to Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocation to domestic Mutual Funds. (b) Not less than 15% and 35% of the Issue, would be available for allocation on a proportionate basis to NonInstitutional Bidders and Retail Individual Bidders, respectively, in consultation with Designated Stock Exchange, subject to valid Bids being received at or above the Issue Price. (c) Undersubscription, if any, in any category would be allowed to be met with spill over from any of the other categories at the discretion of our Company in consultation with the BRLM. However, if the aggregate demand by Mutual Funds is less than [•] Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders. In the event that the aggregate demand in the QIB Portion has not been met, under-subscription, if any, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company, in consultation with the BRLM. (d) Under-subscription in the Anchor Investor Portion would be met with a spill-over from the QIB Portion. If one-third of the Anchor Investor Portion, available for allocation to domestic Mutual Funds, is not subscribed, the same shall be met by a spill over from the Anchor Investor Portion or the QIB Portion, if the Anchor Investor Portion is undersubscribed. (e) Allocation to Eligible NRIs or FIIs or Foreign Venture Capital Fund registered with SEBI, Multilateral and Bilateral Development Financial Institutions applying on repatriation basis will be subject to the terms and conditions stipulated by RBI. (f) Our Company reserves the right to cancel the Issue any time after the Bid/Issue Closing Date but before Allotment without assigning any reasons whatsoever. (g) In terms of SEBI Regulations, QIB Bidders shall not be allowed to withdraw their Bid after the Bid/ Issue Closing Date. (h) The Basis of Allotment details shall be put up on the website of the Registrar to the Issue.

Signing of Underwriting Agreement and RoC Filing

298

(a) The Company, the BRLMs and the Syndicate Member shall enter into an Underwriting Agreement on finalization of the Issue Price and allocation(s) to the Bidders. (b) After signing the Underwriting Agreement, the Company and the Book Running Lead Manager would update and file the updated Red Herring Prospectus with RoC, which then would be termed the „Prospectus‟. The Prospectus will contain details of the Issue Price, Issue Size, underwriting arrangements and will be complete in all material respects. Filing of the Prospectus with the ROC We will file a copy of the Prospectus with the RoC in terms of Section 56, Section 60 and Section 60B of the Companies Act. Pre-Issue Advertisement Subject to Section 66 of the Companies Act, the Company shall, after registering the Red Herring Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in one English language national daily newspaper, one Hindi language national daily newspaper and one Bengali language daily newspaper, each with wide circulation. Advertisement regarding Issue Price and Prospectus A statutory advertisement will be issued by our Company after the filing of the Prospectus with the RoC. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the Issue Price. Any material updates between the Red Herring Prospectus and the Prospectus will be included in such statutory advertisement. Issuance of Confirmation of Allocation Note (“CAN”) (a) Upon approval of basis of allocation by the Designated Stock Exchange, the Registrar to the Issue shall send to the members of the Syndicate a list of their Bidders who have been allocated Equity Shares in the Issue. The approval of the basis of allocation by the Designated Stock Exchange for QIB Bidders (including Anchor Investors) may be done simultaneously with or prior to the approval of the basis of allocation for the Retail and Non-Institutional Bidders. However, Bidders should note that our Company shall ensure that the date of Allotment of the Equity Shares to all Bidders in this Issue shall be done on the same date. (b) The Registrar to the Issue will then dispatch the CAN to the Bidders who have been allocated Equity Shares in the Issue. The dispatch of CAN shall be deemed a valid, binding and irrevocable contract for the Bidder to pay the entire Issue Price for the Allotment to such Bidder. (c) The Issuance of CAN is subject to “Notice to Anchor Investors - Allotment Reconciliation and Revised CANs” as set forth below. With respect to ASBA Bidders 1. Upon approval of the „Basis of Allocation‟ by the Designated Stock Exchange, the Registrar to the Issue shall send a list of the ASBA Bidders who have been allocated Equity Shares in the Issue to the Controlling Branches along with: (i) (ii) (iii) (iv) The number of Equity Shares to be allotted against each successful ASBA Form; The amount to be transferred from the ASBA Account to the Public Issue Account, for each successful ASBA Form; The date by which the funds referred to in sub-para (ii) above, shall be transferred to the Public Issue Account; and The details of rejected ASBA Forms, if any, along with reasons for rejection and details of withdrawn (except in case of QIB bidding through an ASBA Form) or unsuccessful ASBA Forms, if any, to enable SCSBs to unblock the respective ASBA Accounts. ASBA Bidders should note that our Company shall ensure that the instructions by our Company

299

for demat credit of the Equity Shares to all investors in this Issue shall be given on the same date; and

2. The ASBA Bidders shall directly receive the CANs from the Registrar to the Issue. The dispatch of a
CAN to an ASBA Bidder shall be deemed a valid, binding and irrevocable contract with the ASBA Bidder.

Notice to Anchor Investors: Allotment Reconciliation and Revised CANs A physical book will be prepared by the Registrar on the basis of the Bid cum Application Forms received from Anchor Investors. Based on the physical book and at the discretion of the Company and the BRLMs , select Anchor Investors may be sent a CAN, within two Working Days of the Anchor Investor Bid/ Issue Period, indicating the number of Equity Shares that may be allocated to them. This provisional CAN and the final allocation is subject to the physical application being valid in all respect along with receipt of stipulated documents, the Issue Price being finalised at a price not higher than the Anchor Investor Issue Price and Allotment by the Board of Directors. In the event that the Issue Price is higher than the Anchor Investor Issue Price, a revised CAN will be sent to Anchor Investors. The price of Equity Shares in such revised CAN shall be different from that specified in the earlier CAN. Anchor Investors should note that they shall be required to pay additional amounts, being the difference between the Issue Price and the Anchor Investor Issue Price, as indicated in the revised CAN within two Working Days after the Bid/ Issue Closing Date. Any revised CAN, if issued, will supersede in entirety the earlier CAN. Notice to QIBs: Allotment Reconciliation After the Bid Closing Date, an electronic book will be prepared by the Registrar to the Issue on the basis of Bids uploaded on the BSE or NSE system. This shall be followed by a physical book prepared by the Registrar to the Issue on the basis of the Bid cum Application Forms received. Based on the electronic book, QIBs bidding in the Net QIB Portion will be sent a CAN, indicating the number of Equity Shares that may be allocated to them. This CAN is subject, inter alia, to approval of the final „Basis of Allocation‟ by the Designated Stock Exchange. Subject to SEBI Regulations, certain Bids/applications may be rejected due to technical reasons, nonreceipt/ availability of funds, cancellation of cheques, cheque bouncing, incorrect details, etc., and these rejected applications will be reflected in the reconciliation of the book prepared by the Registrar to the Issue and the „Basis of Allocation‟ as approved by the Designated Stock Exchange. As a result, one or more revised CAN(s) may be sent to QIBs bidding in the Net QIB Portion and the allocation of Equity Shares in such revised CAN(s) may be different from that specified in the earlier CAN(s). QIBs bidding in the Net QIB Portion should note that they may be required to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN(s), for any increased allocation of Equity Shares. The CAN will constitute the valid, binding and irrevocable contract, subject only to the issue of revised CAN(s), for such QIBs to pay the entire Issue Price for all the Equity Shares allocated to such QIBs. The revised CAN(s), if issued, will supersede in entirety, the earlier CAN(s). Designated Date and Allotment of Equity Shares 1. Our Company will ensure that (i) Allotment of Equity Shares; and (ii) credit to the successful Bidder‟s depositary account will be completed within 10 (ten) Working Days of the Bid/Issue Closing Date. 2. As per SEBI Regulations, Equity Shares will be issued and Allotment shall be made only in the dematerialised form to the Allottees. Allottees will have the option to re-materialise the Equity Shares, if they so desire, in the manner stated in the Depositories Act. Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be Allotted to them pursuant to this Issue. Letters of Allotment or refund orders or instructions to the SCSBs We shall give credit to the beneficiary account with Depository Participants within 10 (ten) Working Days from the Bid/Issue Closing Date. Applicants residing at 68 centres where clearing houses are managed by the RBI, will get refunds through NECS (subject to availability of information for crediting the refund through NECS) except where applicant is otherwise disclosed as eligible to get refunds through Direct Credit, NEFT or RTGS. In case of other applicants, we shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500 by “Under

300

Certificate of Posting”, and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed post only at the sole or First Bidders sole risk within 11 (eleven) Working Days of the Bid/ Issue Closing Date and adequate funds for the purpose shall be made available to the Registrar by us. In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA BCAFs for withdrawn, rejected or unsuccessful or partially successful ASBA Bids within 11 (eleven) Working Days of the Bid/Issue Closing Date. In accordance with the requirements of the Stock Exchanges and SEBI Regulations, we undertake that: • Allotment shall be made only in dematerialised form within 10 (ten) Working Days from the Bid/Issue Closing Date; • Despatch of refund orders shall be done within 11 (eleven) Working Days from the Bid/Issue Closing Date; and • We shall pay interest at 15% per annum (for any delay beyond the 11 working-day time period as mentioned above), if Allotment is not made, refund orders are not despatched and/or demat credits are not made to Bidders within the 11 working-day time prescribed above, provided that the beneficiary particulars relating to such Bidders as given by the Bidders is valid at the time of the upload of the demat credit. We will provide adequate funds required for despatch of refund orders or Allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Bank(s) and payable at par at places where Bids are received. The bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

General Instructions Do‟s: a) Check if you are eligible to apply; b) Read all the instructions carefully and complete the Bid cum Application Form; c)Ensure that the details about Depository Participant and Beneficiary Account are correct as Allotment of Equity Shares will be in the dematerialized form only; d) Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a member of the Syndicate or with respect to ASBA Bidders ensure that your Bid is submitted at a Designated Branch of the SCSB where the ASBA Bidders or the person whose bank account will be utilised by the ASBA Bidder for bidding has a bank account; e) With respect to ASBA Bids ensure that the ASBA BCAF is signed by the account holder in case the applicant is not the account holder. Ensure that you have mentioned the correct bank account number in the ASBA BCAF; f) Ensure that you have requested for and receive a TRS for all your Bid options; g) Ensure that you have funds equal to the Bid Amount in your bank account maintained with the SCSB before submitting the ASBA BCAF to the respective Designated Branch of the SCSB; h) Instruct your respective banks to not release the funds blocked in the bank account under the ASBA process; i) Ensure that the full Bid Amount is paid for the Bids submitted to the members of the Syndicate and funds equivalent to the Bid Amount are blocked in case of any Bids submitted though the SCSBs; j)Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and obtain a revised TRS; k) Ensure that the Bid is within the Price Band; l) Ensure that you mention your PAN allotted under the I.T. Act with the Bid cum Application Form, except for Bids on behalf of the Central and State Governments, residents of the state of Sikkim and officials appointed by the courts; m) Ensure that the Demographic Details (as defined hereinbelow) are updated, true and correct in all respects. n) Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case the Bid cum Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Bid cum Application Form. Don‟ts:

301

a) Do not Bid for lower than the minimum Bid size; b) Do not Bid/ revise Bid price to less than the lower end of the Price Band or higher than the higher end of the Price Band; c) Do not Bid on another Bid cum Application Form after you have submitted a Bid to the member of the Syndicate or the SCSB; d) Do not pay the Bid amount in cash, by money order or by postal order; e) Do not provide your GIR number instead of your PAN number. f) Do not send Bid cum Application Forms by post; instead submit the same to members of the Syndicate or the SCSBs, as applicable; g) Do not Bid at cut-off price (for QIBs and Non-Institutional Bidders); h) Do not Bid for a Bid Amount exceeding Rs. 1,00,000 (for Bids by Retail Individual Bidders); i) Do not fill up the Bid cum Application Form such that the Equity Shares bid for exceeds the Issue size and/ or investment limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations; and j) Do not submit Bid accompanied with Stock invest. Instructions for completing the Bid cum Application Form Bidders can obtain Bid cum Application Forms and / or Revision Forms from the BRLMs or Syndicate Member. Bids and Revisions of Bids Bids and revisions of Bids must be: (a) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable. (b) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein, in the Bid cum Application Form or in the Revision Form. Incomplete Bid cum Application Forms or Revision Forms are liable to be rejected. Bidders should note that the members of the Syndicate and / or the SCSBs (as appropriate) will not be liable for errors in data entry due to incomplete or illegible Bid cum Application Forms or Revision Forms. (c) Information provided by the Bidders will be uploaded in the online IPO system by the members of the Syndicate and SCSBs, as the case may be, and the electronic data will be used to make allocation/Allotment. Please ensure that the details are correct are legible. (d) The Bids from the Retail Individual Bidders must be for a minimum of [●] Equity Shares and in multiples of [●] thereafter subject to a maximum Bid amount of Rs. 1,00,000. (e) For Non-institutional and QIB Bidders, Bids must be for a minimum Bid Amount of Rs. 1,00,000 and in multiples of [●] Equity Shares thereafter. All Individual Bidders whose maximum bid amount exceeds Rs. 1,00,000 would be considered under this category. Bids cannot be made for more than the Issue Size. Bidders are advised to ensure that a single Bid from them should not exceed the investment limits or maximum number of Equity Shares that can be held by them under the applicable laws or regulations. (f) For Anchor Investors, Bids must be for a minimum of such number of Equity Shares that the Bid Amount exceeds or equal to Rs. 1,000 lakhs and in multiples of [•] Equity Shares thereafter. (g) In single name or in joint names (not more than three and in the same order as their Depository Participant details). (h) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal. Bidder‟s Depository Account and Bank Account Details Bidders should note that on the basis of PAN of the Sole/First Bidder, Depository Participant‟s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository the demographic details including category, age, address, Bidders bank account details, MICR code and occupation (hereinafter referred to as „Demographic Details‟). These Bank Account details would be used for giving refunds (including through physical refund warrants, direct credit, NECS, NEFT and RTGS) to the Bidders. Hence, Bidders are advised to immediately update their Bank Account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in

302

despatch/ credit of refunds to Bidders at the Bidders sole risk and neither the BRLMs or the Company shall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their Depository Account details in the Bid cum Application Form. IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT‟S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM. These Demographic Details would be used for all correspondence with the Bidders including mailing of the CANs/Allocation Advice and making refunds as per the modes disclosed and the Demographic Details given by Bidders in the Bid cum Application Form would not be used for these purposes by the Registrar. Hence, Bidders are advised to update their Demographic Details as provided to their Depository Participants and ensure that they are true and correct. By signing the Bid cum Application Form, Bidder would have deemed to authorize the depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. In case of Bidders receiving refunds through electronic transfer of funds, delivery of refund orders/ allocation advice/CANs may get delayed if the same once sent to the address obtained from the depositories are returned undelivered. In such an event, the address and other details given by the Bidder in the Bid cum Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the Bidders sole risk and neither the Company, the Registrar, Escrow Collection Bank(s) nor the BRLMs shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. In case no corresponding record is available with the Depositories that matches three parameters, namely, PAN of the sole/first Bidders, the Depository Participant‟s identity (DP ID) and the beneficiary‟s identity, then such Bids are liable to be rejected. Bids under Power of Attorney In case of Bids (including ASBA Bids) made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, registered societies, FIIs, Mutual Funds, insurance companies and provident funds with minimum corpus of Rs. 2500 lakhs (subject to applicable law) and pension funds with a minimum corpus of Rs. 2500 lakhs a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum and articles of association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, the Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason. In addition to the above, certain additional documents are required to be submitted by the following entities: (a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. (b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and Development Authority must be lodged along with the Bid cum Application Form. (c) With respect to Bids made by provident funds with a minimum corpus of Rs. 2500 lakhs (subject to applicable law) and pension funds with a minimum corpus of Rs. 2500 lakhs, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be lodged along with the Bid cum Application Form. The Company, in its absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and conditions that the Company and the BRLMs may deem fit. The Company in our absolute discretion, reserve the right to permit the holder of the power of attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of the refund order/CANs/allocation advice, the Demographic Details given on the Bid cum Application Form

303

should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar shall use Demographic Details as given in the Bid cum Application Form instead of those obtained from the depositories. Bids by Non-Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on a repatriation basis. Bids and revision to Bids must be made in the following manner: 1. On the Bid cum Application Form or the Revision Form, as applicable ([•] in colour), and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein. 2. In a single name or joint names (not more than three and in the same order as their Depositary Participant Details). 3. Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Bids by Eligible NRIs for a Bid Amount of up to Rs. 1,00,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount of more than Rs. 1,00,000 would be considered under NonInstitutional Portion for the purposes of allocation. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and / or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid cum Application Form. The Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. As per the existing policy of the Government of India, OCBs are not permitted to participate in the Issue. There is no reservation for Eligible NRIs and FIIs and all Bidders will be treated on the same basis with other categories for the purpose of allocation. Payment Instructions Escrow Mechanism for Bidders other than ASBA Bidders Our Company and the BRLMs shall open Escrow Accounts with one or more Escrow Collection Banks in whose favor the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of the Bid. Cheques or demand drafts received for the full Bid amount from Bidders in a certain category would be deposited in the Escrow Account. The Escrow Collection Banks will act in terms of the Red Herring Prospectus and an Escrow Agreement to be entered into amongst the Company, the BRLM, Escrow Bankers and Registrar to the Issue. The monies in the Escrow Account shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Banks shall transfer the monies from the Escrow Account to the Issue Account with the Bankers to the Issue as per the terms of the Escrow Agreement. Payments of refunds to the Bidders shall also be made from the Escrow Account as per the terms of the Escrow Agreement and the Red Herring Prospectus. The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between the Escrow Collection Bank(s), our Company, Registrar to the Issue and BRLMs to facilitate collection from the Bidders. Payment mechanism for ASBA Bidders The ASBA Bidders shall specify the bank account number in the ASBA BCAF and the SCSB shall block an amount equivalent to the Bid Amount in the bank account specified in the ASBA BCAF. The SCSB shall keep the Bid Amount in the relevant bank account blocked until withdrawal/ rejection of the ASBA Bid or receipt of instructions from the Registrar to unblock the Bid Amount. In the event of withdrawal or rejection of ASBA

304

BCAF or for unsuccessful ASBA BCAFs, the Registrar shall give instructions to the SCSB to unblock the application money in the relevant bank account within one day of receipt of such instruction. The Bid Amount shall remain blocked in the ASBA Account until finalisation of the Basis of Allotment in the Issue and consequent transfer of the Bid Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the ASBA Bid, as the case may be. Payment into Escrow Account for Bidders other than ASBA Bidders: 1. QIB, Non-Institutional Bidders and Retail Individual Bidders shall, with the submission of the Bid cum Application Form, draw a payment instrument for the Bid Amount in favour of the Escrow Account and submit the same to the members of the Syndicate. 2. Anchor Investors would be required to pay the Bid Amount at the time of submission of the application form through RTGS mechanism. In the event of Issue Price being higher than the price at which allocation is made to Anchor Investors, the Anchor Investors shall be required to pay such additional amount to the extent of shortfall between the price at which allocation is made to them and the Issue Price. If the Issue Price is lower than the price at which allocation is made to Anchor Investors, the amount in excess of the Issue Price paid by Anchor Investors shall not be refunded to them. 3. The payment instruments for payment into the Escrow Account should be drawn in favor of: a. In case of QIBs: "Escrow Account – Jain Infra Public Issue - QIB - R"; b. In case of Resident Anchor Investors: “Jain Infra Public Issue – Escrow Account – Anchor Investor R”; c. In case of Non-Resident Anchor Investor: “Jain Infra Public Issue – Escrow Account – Anchor Investor - NR” d. In case of non-resident QIB Bidders: “Escrow Account – Jain Infra Public Issue - QIB - NR”; e. In case of Resident Retail and Non Institutional Bidders: “Escrow Account – Jain Infra - Public Issue R”; f. In case of Non Resident Retail and Non Institutional Bidders: “Escrow Account – Jain Infra - Public Issue - NR”; 4. In case of bids by NRIs applying on a repatriation basis, the payments must be made through Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in the Non-Resident External (NRE) Accounts or the Foreign Currency Non-Resident Accounts (FCNR), maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of Non-Resident Ordinary (NRO). Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to the NRE Account or the Foreign Currency Non- Resident Account. 5. In case of Bids by NRIs applying on non-repatriation basis, the payments must be made through Indian Rupee Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance or out of a Non-Resident Ordinary (NRO) Account of a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR or NRO Account. 6. In case of Bids by FIIs, the payment should be made out of funds held in Special Rupee Account along with documentary evidence in support of the remittance. Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to Special Rupee Account. 7. Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excess amount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares allocated, will be refunded to the Bidder from the Refund Accounts. 8. The monies deposited in the Escrow Account will be held for the benefit of the Bidders till the Designated Date.

305

9. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the Escrow Account as per the terms of the Escrow Agreement into the Public Issue Account with the Banker to the Issue. 10. No later than 11 working days from the Bid/Issue Closing Date, the Refund Bank shall also refund all amounts payable to unsuccessful Bidders and also the excess amount paid on Bidding, if any, after adjusting for allocation to the Successful Bidders Payments should be made by cheque, or a demand draft drawn on any bank (including a Co-operative bank), which is situated at, and is a member of or submember of the bankers‟ clearing house located at the center where the Bid cum Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ stock invest/money orders/ postal orders will not be accepted. Payment by Stock invest In terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.001/2003-04 dated November 5, 2003, the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of bid money has been withdrawn. Hence, payment through stockinvest would not be accepted in this Issue. No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision Form. However, the collection center of the members of the Syndicate will acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder. Payment by cash/ / money order Payment through cash/ / money order shall not be accepted in this Issue. Submission of Bid cum Application Form All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. With respect to ASBA Bidders, the ASBA BCAF or the ASBA Revision Form shall be submitted to the Designated Branches of the SCSBs. No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision Form. However, the collection centre of the members of the Syndicate will acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder. Other Instructions Joint Bids in the case of Individuals Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in favor of the Bidder whose name appears first in the Bid cum Application Form or Revision Form („First Bidder‟). All communications will be addressed to the First Bidder and will be dispatched to his or her address. Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. The Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications are given below: • All applications will be checked for common PAN and Bids with common PAN will be identified as multiple unless they are from mutual funds for different schemes / plans or from portfolio managers registered as such with SEBI seeking to invest under different schemes / plans.

306

•In case of a Mutual Fund/ a SEBI registered port folio managers, a separate Bid can be made in respect of each scheme of the Mutual Funds/ scheme and such Bids in respect of more than one scheme will not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. Bids by QIBs under the Anchor Investor Portion and QIB Portion (excluding Anchor Investor Portion) will not be considered as multiple Bids. Permanent Account Number (“PAN”) The Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her PAN allotted under the I.T. Act. Applications without this information and documents will be considered incomplete and are liable to be rejected. It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground. This requirement is not applicable to Bids received on behalf of the Central and State Governments, from residents of the state of Sikkim and from officials appointed by the courts Right to Reject Bids In case of QIB Bidders, our Company, in consultation with the BRLMs may reject Bids provided that the reasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders and Retail Individual Bidders who Bid, the Company has a right to reject Bids on technical grounds. Consequent refunds shall be made by RTGS/NEFT/NES/Direct Credit / cheque or pay order or draft and will be sent to the Bidder‟s address at the Bidder‟s risk. With respect to ASBA Bids, the Designated Branches of the SCSBs shall have the right to reject ASBA Bids if at the time of blocking the Bid Amount in the Bidder‟s bank account, the respective Designated Branch ascertains that sufficient funds are not available in the Bidder‟s bank account maintained with the SCSB. Subsequent to the acceptance of the ASBA Bid by the SCSB, the Company would have a right to reject the ASBA Bids only on technical grounds. Grounds for Technical Rejections Bidders are advised to note that Bids are liable to be rejected among others on the following technical grounds: 1 Amount paid doesn‟t tally with the highest number of Equity Shares Bid for. With respect to ASBA Bids, the amounts mentioned in the ASBA BCAF does not tally with the amount payable for the value of the Equity Shares Bid for; In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as such shall be entitled to apply; Bids by Persons not competent to contract under the Indian Contract Act, 1872, including minors, insane persons; PAN number not stated and GIR number given instead of PAN number, except for Bids on behalf of the Central and State Governments, residents of the state of Sikkim and officials appointed by the courts; Bids by persons who are not eligible to acquire Equity Shares in terms of any rules, regulations and guidelines. Bids or revisions thereof by QIB Bidders by non-institutional Bidders uploaded after 4:00pm on the Bids / Offer Closing prices. Bids for lower number of Equity Shares than specified for that category of investors; Bids at a price less than lower end of the Price Band; Bids at a price more than the higher end of the Price Band; Bids at cut-off price by Non-Institutional and QIB Bidders;

2

3

4

5

6

7 8 9 10

307

11 12 13 14

Bids for number of Equity Shares which are not in multiples of [●]; Category not ticked; Multiple bids as defined in this Draft Red Herring Prospectus; In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted; Bids accompanied by Stock invest/ money order/postal order/cash; Signature of sole and / or joint bidders missing. With respect to ASBA Bids, the Bid cum Application form not being signed by the account holders, if the account holder is different from the Bidder; Bid cum Application Form does not have the stamp of the BRLMs or Syndicate Member; ASBA Bid cum Application Form does not have the stamp of the SCSB; Bids by QIBs not submitted through the BRLMs or their affiliates or in case of ASBA Bids for QIBs, not intimated to the BRLM; Bid cum Application Form does not have Bidder‟s depository account details; In case no corresponding record is available with the Depository that matches three parameters: PAN of the sole name of the Bidder, Depository Participant‟s identity (DP ID) and beneficiary‟s account number; Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the Bid cum Application Form, Bid/Issue Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the Red Herring Prospectus and the Bid cum Application Form; With respect to ASBA Bids, inadequate funds in the bank account to block the Bid Amount specified in the ASBA BCAF at the time of blocking such Bid Amount in the bank account; Bids for amounts greater than the maximum permissible amounts prescribed by the regulations. For further details, please refer to the paragraph titled „Issue Procedure - Maximum and Minimum Bid Size‟ beginning on page 293 of this Draft Red Herring Prospectus; Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow Collection Banks; Bids by U.S. Persons (as defined in Regulation S) other than entities in the United States (as defined in Regulation S) that are „qualified institutional buyers‟ as defined in Rule 144A of the U.S. Securities Act; Bids by any person outside India if not in compliance with applicable foreign and Indian Laws; Bids not uploaded on the terminals of the Stock Exchanges; Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other regulatory authority; Bids by OCBs; In case the DP ID, client ID and PAN mentioned in the Bid Cum Application Form and entered into the electronic bidding system of the Stock Exchanges by the members of the Syndicate do not match with the DP ID, client ID and PAN available in the records with the depositaries. Non-submissions bank account details in the space provided in the application form.

15 16

17 18 19

20 21

22

23

24

25

26

27 28 29

30 31

32

308

33 34

Age of the First /Sole Bidder not given; and Application on plain paper.

Basis of Allotment or Allocation For Retail Individual Bidders 1 Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together to determine the total demand under this category. The allotment to all the successful Retail Individual Bidders will be made at the Issue Price. The Issue less allotment to Non-Institutional and QIB Bidders shall be available for allotment to Retail Individual Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the Issue Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids. If the aggregate demand in this category is greater than [•] Equity Shares at or above the Issue Price, the allotment shall be made on a proportionate basis not more than [•] Equity Shares. For the method of proportionate basis of allotment, refer below.

2

3

4

For Non-Institutional Bidders 1 Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the total demand under this category. The allotment to all successful Non-Institutional Bidders will be made at the Issue Price. The Issue Size less allotment to QIBs and Retail Portion shall be available for allotment to NonInstitutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the Issue Price, full allotment shall be made to Non-Institutional Bidders to the extent of their demand. In case the aggregate demand in this category is greater than [•] Equity Shares at or above the Issue Price, allotment shall be made on a proportionate basis not less than [] Equity Shares. For the method of proportionate basis of allotment refer below.

2

3

4

For Qualified Institutional Bidders (excluding the Anchor Investor Portion) 1 Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to determine the total demand under this portion. The Allotment to all the QIB Bidders will be made at the Issue Price. The QIB Portion shall be available for allotment to QIB Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. Allotment shall be undertaken in the following manner: (a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be determined as follows: (i) In the event that Mutual Fund Bids exceeds 5% of the QIB Portion (excluding the Anchor Investor Portion), allocation to Mutual Funds shall be done on a proportionate basis for up to 5% of the QIB Portion (excluding the Anchor Investor Portion).

2

3

309

(ii)

In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion (excluding the Anchor Investor Portion) then all Mutual Funds shall get full allotment to the extent of valid bids received above the Issue Price. Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for allotment to all QIB Bidders as set out in (b) below;

(iii)

(b)

In the second instance Allotment to all QIBs shall be determined as follows: (i) In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Issue Price shall be allotted Equity Shares on a proportionate basis for up to 95% of the QIB Portion. Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis along with other QIB Bidders. Under-subscription below 5% of the QIB Portion (excluding the Anchor Investor Portion), if any, from Mutual Funds, would be included for allocation to the remaining QIB Bidders on a proportionate basis.

(ii)

(iii)

The aggregate allotment available for allocation to QIB Bidders shall not be more than [•] Equity Shares. For Anchor Investor Portion 1 Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at the discretion of the Company, in consultation with the BRLM, subject to compliance with the following requirements: (a) (b) not more than 30% of the QIB Portion will be allocated to Anchor Investors; 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; allocation to Anchor Investors shall be on a discretionary basis and subject to a minimum number of two Anchor Investors for allocation upto Rs. 25,000 lakhs and minimum number of five Anchor Investors for allocation more than Rs. 25,000 lakhs.

(c)

2

The number of Equity Shares Allotted to Anchor Investors and the Anchor Investor Issue Price, shall be made available in the public domain by the BRLMs before the Bid/ Issue Opening Date by intimating the Stock Exchanges.

Method of proportionate basis of allotment in this Issue In the event of the Issue being over-subscribed, we shall finalise the basis of allotment in consultation with the Designated Stock Exchange. The Executive Director (or any other senior official nominated by them) of the Designated Stock Exchange along with the BRLMs and the Registrar to the Issue shall be responsible for ensuring that the Basis of Allotment is finalised in a fair and proper manner. The allotment shall be made in marketable lots, on a proportionate basis as explained below: 1. 2. Bidders will be categorised according to the number of Equity Shares applied for; The total number of Equity Shares to be allotted to each category as a whole shall be arrived at on a proportionate basis, which is the total number of Equity Shares applied for in that category (number of Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio;

310

3.

Number of Equity Shares to be Allotted to the successful Bidders will be arrived at on a proportionate basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio. In all Bids where the proportionate Allotment is less than [●] Equity Shares per Bidder, the allotment shall be made as follows: i. ii. Each successful Bidder shall be allotted a minimum of [●] Equity Shares; and The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a manner such that the total number of Equity Shares allotted in that category is equal to the number of Equity Shares calculated in accordance with (b) above.

4.

5.

If the proportionate allotment to a Bidder is a number that is more than [●] but is not a multiple of one (which is the marketable lot), the number in excess of the multiple of one would be rounded off to the higher multiple of one if that number is 0.5 or higher. If that number is lower than 0.5, it would be rounded off to the lower multiple of one. All Bidders in such categories would be Allotted Equity Shares arrived at after such rounding off. If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares allotted to the Bidders in that category, the remaining Equity Shares available for allotment shall be first adjusted against any other category, where the allotted shares are not sufficient for proportionate allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising Bidders applying for minimum number of Equity Shares. Subject to valid Bids being received, allocation of Equity Shares to Anchor Investors shall be at the sole discretion of the Company, in consultation with the BRLM.

6.

7.

Illustration of Allotment to QIBs and Mutual Funds (“MF”) A. Sr. No. 1. 2. 3. 4. Issue Details Particulars Issue size Allocation to QIB (50%) Anchor Investor Portion Portion available to QIBs other than Anchor Investors [(2) minus (3)] Of which: a. Allocation to MF (5%) b. Balance for all QIBs including MFs No. of QIB applicants No. of shares applied for Issue details 2,000 lacs Equity Shares 1,000 lacs Equity Shares 300 lacs Equity Shares 700 lacs Equity Shares

3 4

35 lacs Equity Shares 665 lacs Equity Shares 10 5,000 lacs Equity Shares

B.Details of QIB Bids Sr. No. 1 2 3 4 5 6 7 8 9 Type of QIB bidders# A1 A2 A3 A4 A5 MF1 MF2 MF3 MF4 No. of Equity Shares bid for (in lacs) 500 200 1,300 500 500 400 400 800 200

311

Sr. No. 10

Type of QIB bidders# No. of Equity Shares bid for (in lacs) MF5 200 Total 5,000 # A1-A5: (QIB bidders other than MFs), MF1-MF5 (QIB bidders which are Mutual Funds)

C.Details of Allotment to QIB Bidders/ Applicants Type of QIB bidders (I) A1 A2 A3 A4 A5 MF1 MF2 MF3 MF4 MF5 Equity Shares bid for (in million) (II) 500 200 1,300 500 500 400 400 800 200 200 5,000 Allocation of 35 lacs Equity Shares to MF proportionately (please see note 2 below) (III) 0 0 0 0 0 7 7 14 3.5 3.5 35 (Number of Equity Shares in lacs) Allocation of balance 665 lacs Aggregate Equity Shares to QIBs allocation to proportionately (please see MFs note 4 below) (IV) (V) 670 268 174.1 67 67 52.6 52.6 105.3 26.3 26.3 665 0 0 0 0 0 59.6 59.6 119.3 29.8 29.8 298.2

Please note: 1.The illustration presumes compliance with the requirements specified in this Draft Red Herring Prospectus in the section titled “Issue Structure” beginning on page 283 of this Draft Red Herring Prospectus. 2.Out of 700 lacs Equity Shares allocated to QIBs, 35 lacs (i.e. 5%) will be allocated on proportionate basis among five Mutual Fund applicants who applied for 2,000 lacs Equity Shares in QIB category. 3.The balance 665 lacs Equity Shares (i.e. 70-3.5 (available for MFs)) will be allocated on proportionate basis among 10 QIB applicants who applied for 5,000 lacs Equity Shares (including five MF applicants who applied for 2,000 lacs Equity Shares). 4.The figures in the fourth column entitled “Allocation of balance 665 lacs Equity Shares to QIBs proportionately” in the above illustration are arrived as under:   For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in column II) X 66.5 / 496.5. For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of the table above) less Equity Shares allotted ( i.e., column III of the table above)] X 79.80 / 495.80.

The numerator and denominator for arriving at allocation of 840 lacs Equity Shares to the 10 QIBs are reduced by 42 lacs Equity Shares, which have already been allotted to Mutual Funds in the manner specified in column III of the table above. Equity Shares in Dematerialized Form with NSDL or CDSL As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall be allotted only in a dematerialized form, (i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, two agreements have been signed among us, the respective Depositories and the Registrar to the Issue: a. a tripartite agreement dated 4 March 2008 with NSDL, our Company and Registrar to the Issue;

312

b.

a tripartite agreement dated 17 January 2008 with CDSL, our Company and Registrar to the Issue.

All bidders can seek Allotment only in dematerialized mode. Bids from any investor without relevant details of his or her depository account are liable to be rejected. (a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the Depository Participants of either NSDL or CDSL prior to making the Bid. The Bidder must necessarily fill in the details (including the Beneficiary Account Number and Depository Participant‟s Identification number) appearing in the Bid cum Application Form or Revision Form. Equity Shares allotted to a successful Bidder will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the Bidder Names in the Bid cum Application Form or Revision Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository. Non-transferable allotment advice will be directly sent to the Bidder by the Registrar to this Issue. Refunds will be made directly by the Registrar to the Issue as per the modes disclosed. If incomplete or incorrect details are given under the heading „Request for Equity Shares in electronic form‟ in the Bid cum Application Form or Revision Form, it is liable to be rejected. The Bidder is responsible for the correctness of his or her demographic details given in the Bid cum Application Form vis-à-vis those with his or her Depository Participant. It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and CDSL. All the Stock Exchanges where our Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL. The trading of the Equity Shares of the Company would be in dematerialized form only for all investors.

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Communications All future communications in connection with Bids made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Bidder, Bid cum Application Form number, number of Equity Shares applied for, date, bank and branch where the Bid was submitted and cheque, number and issuing bank thereof. Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of allotted Equity Shares in the respective beneficiary accounts, refund orders etc. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the Companies Act, which is reproduced below: “Any person who: (a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein; or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name,

(b)

shall be punishable with imprisonment for a term which may extend to five years”.

313

PAYMENT OF REFUND Bidders other than ASBA Bidders must note that on the basis of the names of the Bidders, Depository Participant‟s name, DP ID, Beneficiary Account number provided by them in the Bid cum Application Form, the Registrar to the Issue will obtain, from the Depositories, the Bidders‟ bank account details, including the nine digit Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf. Hence Bidders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in dispatch of refund order or refunds through electronic transfer of funds, as applicable, and any such delay shall be at the Bidders‟ sole risk and neither the Company, the Registrar to the Issue, Escrow Collection Bank(s), Bankers to the Issue nor the BRLMs shall be liable to compensate the Bidders for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. Mode of making refunds The payment of refund, if any, for Bidders other than ASBA Bidders would be done through various modes in the following order of preference: 1.ECS – Payment of refund would be done through ECS for applicants having an account at any of the centres where such facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the centres where such facility is made available, except where the applicant, being eligible, opts to receive refund through direct credit or RTGS. 2.Direct Credit – Applicants having bank accounts with the Refund Bank (s), as mentioned in the Bid cum Application Form, shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company. 3.RTGS – Applicants having a bank account at any of the centres where such facility is available and whose refund amount exceeds Rs. 10.00 lacs, has the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the Bid cum Application Form. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company. Charges, if any, levied by the applicant‟s bank receiving the credit would be borne by the applicant. 4.NEFT – Payment of refund shall be undertaken through NEFT wherever the applicants‟ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in the sections. For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be dispatched under certificate of posting for value up to Rs. 1,500 and through Speed Post/ Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Disposal of Applications and Application Moneys

314

Our Company shall give credit of Equity Share allotted to the beneficiary account with Depository Participants within 10 (eleven) working days of the Bid Closing Date / Issue Closing Date. Applicants residing at 68 centers where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through ECS only (subject to availability of all information for crediting the refund through ECS) except where applicants are otherwise disclosed as eligible to get refunds through Direct Credit, NEFT or RTGS. In case of other applicants, our Company shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500 by "Under Certificate of Posting", and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed post, except for Bidders who have opted to receive refunds through the Direct Credit, NEFT, RTGS or ECS facility. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within 11 working days of closure of Issue. Our Company shall ensure dispatch of refund orders, if any, by "Under Certificate of Posting" or registered post or speed post or Direct Credit, NEFT, RTGS or ECS, as applicable, only at the sole or First Bidder's sole risk within 11 working days of the Bid Closing Date/Issue Closing Date, and adequate funds for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the Issue by the Issuer. Our Company shall ensure dispatch of allotment advice, refund orders and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the allotment to the Stock Exchanges within 1 (one) working day of date of Allotment. Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within 4 (four) working days after the finalisation of the basis of allotment. In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI Regulations we further undertake that: 1. allotment of Equity Shares shall be made only in dematerialised form within 10 (ten) working days of the Bid /Issue Closing Date; dispatch of refund orders, except for Bidders who can receive refunds through Direct Credit, NEFT, RTGS or ECS, shall be done within 11 (eleven) working days from the Bid/Issue Closing Date would be ensured; instructions to SCSBs to unblock the funds in the relevant ASBA Account for withdrawn rejected or unsuccessful Bids shall be made within 10 (ten) working days of the Bid/Issue Closing Date shall be ensured; and We shall pay interest at 15% p.a. if the allotment letters/ refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner through Direct Credit, NEFT, RTGS or ECS, the refund instructions have not been given to the clearing system in the disclosed manner within 8 (eight) days, as per Section 73 of the Companies Act, post the 10 th working day from the Bid/Issue Closing Date or if instructions to SCSBs to unblock funds in the ASBA Accounts are not given within 11 working days of the Bid/Issue Closing Date, as the case may be and as stated above.

2.

3.

4.

The Registrar to the Issue and our Company shall file the confirmation of demat credit of Equity Shares and refund dispatch with the stock exchanges within 11 working days of the Bid/Issue Closing Date. Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by us, as an Escrow Collection Bank and payable at par at places where Bids are received, except for Bidders who have opted to receive refunds through the Direct Credit, NEFT, RTGS or ECS facility. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders Interest in case of delay in dispatch of Allotment Letters or Refund Orders/ instruction to SCSB by the Registrar The Company agrees that the Allotment of Equity Shares in the Issue shall be made not later than 10 working days of the Bid/ Issue Closing Date. The Company further agrees that it shall pay interest at the rate of 15% p.a. if the allotment letters or refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given in the disclosed manner within 11 working days from the Bid/ Issue Closing Date or instructions to SCSBs to unblock funds in the ASBA Accounts shall be given within 11 working days of the Bid/Issue Closing Date, as the case may be.

315

The Company will provide adequate funds required for dispatch of refund orders or allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by the Company as a Refund Bank and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Undertaking by the Company We undertake as follows: 1. 2. that the complaints received in respect of this Issue shall be attended to expeditiously and satisfactorily; that all steps will be taken for the completion of the necessary formalities for listing and commencement of trading at all the stock exchanges where the Equity Shares are proposed to be listed within 12 (twelve) working days of the Bid/Issue Closing Date; that the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by registered post or speed post shall be made available to the Registrar to the Issue by us; That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 11 working days of the Bid/ Issue Closing Date, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; Instructions to SCSBs to unblock funds in the ASBA Accounts shall be given within 10 working day of the Bid/Issue Closing Date That the certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within specified time; That no further issue of Equity Shares shall be made till the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, undersubscription etc.; and That adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to consider them similar to non-ASBA applications while finalizing the Basis of Allotment.

3.

4.

5.

6.

7.

8.

Withdrawal of the Issue The Company, in consultation with the BRLM, reserves the right not to proceed with the Issue anytime after the Bid/Issue Opening Date but before the Allotment of Equity Shares. In such an event the Company would issue a public notice in the newspapers, in which the pre-Issue advertisements were published, within two days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. The Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. Any further issue of Equity Shares by the Company shall be in compliance with applicable laws. If our Company withdraws the Issue after the closure of bidding, our Company shall be required to file a fresh draft red herring prospectus with SEBI. Utilization of the Issue proceeds The Board of Directors of our Company certifies that: (a)all monies received out of the Issue shall be transferred to a separate Bank Account other than the bank account referred to in sub-section (3) of Section 73 of the Companies Act; (b)details of all monies utilized out of this Issue referred above shall be disclosed under an appropriate separate

316

head in the balance sheet of the Company indicating the purpose for which such unutilized monies have been invested; and (c)details of all unutilized monies out of this Issue, if any, shall be disclosed under an appropriate separate head in the balance sheet of our Company indicating the form in which such unutilized monies have been invested.

317

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy of the GoI, as notified through press notes and press releases issued from time to time, and FEMA and circulars and notifications issue thereunder. While the Industrial Policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures and reporting requirements for making such investment. The government bodies responsible for granting foreign investment approvals are the Foreign Investment Promotion Board of the Government of India (“FIPB”) and the RBI

Investment by Non-Resident Indians A variety of special facilities for making investments in India in shares of Indian companies is available to individuals of Indian nationality or origin residing outside India (“NRIs”). These facilities permit NRIs to make portfolio investments in shares and other securities of Indian companies on a basis not generally available to foreign investors. Under the portfolio investment scheme, NRIs are permitted to purchase and sell equity shares of a company through a registered broker on the stock exchanges. NRIs collectively should not own more than 10% of the post-offer paid up capital of the company. However, this limit may be increased to 24% if the shareholders of the company pass a special resolution to that effect. No single NRI may own more than 5% of the post-offer paid up capital of the company. NRI investment in foreign exchange is now fully repatriable whereas investments made in Indian Rupees through rupee accounts remain non-repatriable. As per the RBI Exchange Control Department Circular No. ADP (DIR Series) 13 dated November 29, 2001, OCBs are not permitted to invest under the portfolio investment scheme in India. However, OCBs would continue to be eligible for making foreign direct investment under FEMA and the regulations thereunder as per notification no. FEMA 20/20000 RB dated May 3, 2000. Also, OCBs can sell their existing shareholdings through a registered broker on the stock exchanges. Investment by Foreign Institutional Investors Foreign Institutional Investors (“FIIs”) including institutions such as pension funds, investment trusts, asset management companies, nominee companies and incorporated, institutional portfolio managers can invest in all the securities traded on the primary and secondary markets in India. FIIs are required to obtain an initial registration from SEBI and a general permission from the RBI to engage in transactions regulated under FEMA. FIIs must also comply with the provisions of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time. The initial registration and the RBI‟s general permission together enable the registered FII to buy (subject to the ownership restrictions discussed below) and sell freely securities issued by Indian companies, to realize capital gains or investments made through the initial amount invested in India, to subscribe or renounce rights issues for shares, to appoint a domestic custodian for custody of investments held and to repatriate the capital, capital gains, dividends, income received by way of interest and any compensation received towards a sale or renunciation of rights issues of shares. Ownership restrictions of FIIs Under the portfolio investment scheme, the overall issue of shares to FIIs on a repatriation basis should not exceed 24% of post-issue paid-up capital of a company. However, the limit of 24% can be raised up to the permitted sectoral cap for that company if the approval of the board of directors and the shareholders of the company is obtained. The offer of shares to a single FII should not exceed 10% of the post-issue paid-up capital of the company. In respect of an FII investing in shares of a company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of that company. Under the SEBI Takeover Regulations, upon the acquisition of more than 5.0% of the outstanding shares or voting rights of a listed public Indian

318

company, a purchaser is required to notify the company of such acquisition, and the company and the purchaser are required to notify all the stock exchanges on which the shares of such company are listed. Upon the acquisition of 15.0% or more of such shares or voting rights or a change in control of the company, the purchaser is required to make an open offer to the other shareholders offering to purchase at least 20.0% of all the outstanding shares of the company at a minimum offer price as determined pursuant to the SEBI Takeover Regulations. The above information is given for the benefit of the Bidders and neither the Company nor the BRLM are liable for any modifications that may be made after the date of this Red Herring Prospectus.

319

SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

ARTICLE NO.

PARTICULARS

DETAILS

SHARE CAPITAL 3. Share Capital The Authorised Share Capital of the Company is Rs.60,00,00,000 divided into 6,00,00,000 shares of Rs.10/- each with power to increase, reduce, consolidate, divide, sub-divide any or all of its Share Capital and attach thereto such preferential, modified or special rights as may be determined, cancel and convert of all or any of its paid-up capital into stock and reconvert that stock into paid-up shares of any denomination as may be decided upon by the Company. The Company in the General Meeting may from time to time by a Special resolution increase the capital by creation of new shares, such increase be of such aggregate amount and to be divided into shares of such amount as the Resolution shall prescribe. The new shares shall be issued on such terms and conditions and with such rights and privileges annexed thereto as the resolution shall prescribe, and in particular such shares may be issued with a preferential or qualified right to dividend and in distribution of assets of the company and with a right of voting in general meetings of the Company in conformity with Sections 87 and 88 of the Act. Whenever the Capital of the company has been increased under the provisions of this Article, the Directors shall comply with the provisions of Section 97 of the Act. Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the company for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provision of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the company in the conduct of its business and any shares which may so be allotted may be issued as fully up shares and if so issued, shall be deemed to be fully paid shares. Provided that option or right to call of shares shall not be given to any person or persons without the sanction of the company in the General Meeting. Where at the time after the expiry of two years from the formation of the company or at any time after the expiry of one year from the allotment of shares in the company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the company by allotment of further shares either out of the un-issued capital or out of the increased share capital then: a) Such further shares shall be offered to the persons who at the date of the offer, are holders of the equity shares of the company, in proportion, as near as circumstances admit, to the capital paid up on those shares at the date. Such offer shall be made by a notice specifying the number of shares offered and limiting a time not less than fifteen days from the date of the offer and the offer if not accepted, will be deemed to have been declined. The offer aforesaid shall be deemed to include a right exercisable by

4.

Shares at disposal Directors

the of

4.1

Further Shares

issue

of

b)

c)

320

ARTICLE NO.

PARTICULARS

DETAILS the person concerned to renounce the shares offered to them in favour of any other person and the notice referred to in sub clause (b) hereof shall contain a statement of this right. After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose them off in such manner as they think most beneficial to the company

d)

4.2

Notwithstanding anything contained in sub-clause (1) thereof, the further shares aforesaid may be offered to any persons (whether or not those persons include the persons referred to in clause (a) of sub-clause (1) hereof in any manner whatsoever. a) b) If a special resolution to that effect is passed by the company in General Meeting, or Where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll as the case may be) in favour of the proposal contained in the resolution moved in general meeting (including the casting vote, if any, of the Chairman) by the members who, being entitled to do so, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in this behalf that the proposal is most beneficial to the company.

4.3

Nothing in sub-clause (c) of (1) hereof shall be deemed ; a) b) To extend the time within which the offer should be accepted; or To authorise any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation.

4.4

Nothing in this Article shall apply to the increase of the subscribed capital of the company caused by the exercise of an option attached to the debenture issued or loans raised by the company : a) b) To convert such debentures or loans into shares in the company To subscribe for shares in the company.

Provided that the terms of issue of such debentures or the terms of such loans include a term providing for such option and such terms : a) Either has been approved by the Central Government before the issue of the debentures or the raising of the loans or is in conformity with Rules, if any, made by that Government in this behalf; and In the case of debentures or loans or other than debentures issued to or loans obtained from Government or any institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by the company in General Meeting before the issue of the debentures or raising of the loans.

b)

5. 6.

c) Return of allotment Issue of shares with

As regards all allotments made from time to time the Company shall duly comply with Section 75 of the Act. Subject to the provision of the Act and other applicable provisions of law,

321

ARTICLE NO.

PARTICULARS differential rights

DETAILS the Company may issue shares, either equity or any other kind with nonvoting rights or otherwise or with differential rights as to dividend and the resolution(s) authorizing such issues shall prescribe the terms and governing such issues. With the previous authority of the Company in general meeting and the sanction of the Court / Company Law Tribunal and upon otherwise complying with Section 79 of the Act the Board may issue at a discount shares of a class already issued. (1) Subject to the provisions of this section, a company limited by shares may, if so authorized by its articles, issue preference shares which are, or at the option of the company are to be liable, to be redeemed : Provided that (a) no such shares shall be redeemed except out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption; (b) no such shares shall be redeemed unless they are fully paid; (c) the premium, if any, payable on redemption shall have been provided for out of the profits of the company or out of the company's security premium account, before the shares are redeemed; (d) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called the capital redemption reserve account, a sum equal to the nominal amount of the shares redeemed; and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the capital redemption reserve account were paid-up share capital of the company..” The company may issue/convert/redeem the Preference shares including Cumulative Convertible Preference Shares and Cumulative Preference Shares to and in accordance with Section 80 of the Act. (1) Subject to the provisions of this section, a company limited by shares may, if so authorized by its articles, issue preference shares which are, or at the option of the company are to be liable, to be redeemed : Provided that (a) no such shares shall be redeemed except out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption; (b) no such shares shall be redeemed unless they are fully paid; (c) the premium, if any, payable on redemption shall have been provided for out of the profits of the company or out of the company's security premium account, before the shares are redeemed; (d) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called the capital redemption reserve account, a sum equal to the nominal amount of the shares redeemed; and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the capital redemption reserve account were paid-up share capital of the company. The company may issue/convert/redeem the Preference shares including Cumulative Convertible Preference Shares and Cumulative Preference Shares to and in accordance with Section 80 of the Act: (1) A limited company having a share capital, may, if so authorised by its articles, alter the conditions of its memorandum as follows, that is to say, it

7.

Shares discount

at

a

8.

Redeemable Preference Shares

322

ARTICLE NO.

PARTICULARS

DETAILS may (a) increase its share capital by such amount as it thinks expedient by issuing new shares; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c) convert all or any of its fully paid up shares into stock, and reconvert that stock into fully paid up shares of any denomination; (d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; (e) Cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled. The shareholder‟s rights attached to the shares of any class maybe varied with the consent of the Shareholders may be varied from time to time subject to the provisions of Sections 106 and 107 of the Act. The Company shall keep the Register of Members and the Register of debenture Holders in accordance with Section 150 and 152 of the Act. Upon issuance of shares and debentures the Company is authorized to keep subject to Section 157 and 158 of the Act in any State or country outside India a Branch Register of Members resident in that State or country. The Company shall cause to be kept an Index of Members and an Index of Debenture Holders in accordance with Sections 151 and 152 of the Act. The Company shall purchase its own shares and other specified securities subject to the provisions of Section 77-A (2) and 77-B out of its free reserves or securities premium account or proceeds of any shares or other specified securities. Provided that no buy-back of any kind of shares or other securities shall be made out of proceeds of an earlier issue of the shares or same kind of other specified securities. Each share in the share capital shall be distinguished by its appropriate number in accordance with Section 83 of the Act. Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished. Provided that nothing in Section 83 of the Act shall apply to the shares held with the Depository. Except as ordered by the Court of competent jurisdiction or as required by Law, the company shall be entitled to treat the persons whose name appears on the register of members as the holder of any share or where the name appears as the beneficial owner of shares in the records of the Depository, as the absolute owner thereof and accordingly shall not be bound to recognize any benami trust or equitable, contingent future or partial interest in any shares(except only as is by these articles otherwise expressly provided)or any right in respect of a shar