DRAFT RED HERRING PROSPECTUS

Dated September 29, 2014

Please read section 32 of the Companies Act, 2013
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
Book Built Issue


MEP INFRASTRUCTURE DEVELOPERS LIMITED

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

Registered Office and Corporate Office: A 412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai 400 072
Contact Person: Shridhar Phadke, Company Secretary and Compliance Officer
Tel: (91 22) 6120 4800; Fax: (91 22) 6120 4804 Email: cs@mepinfra.com; Website: www.mepinfra.com
Corporate Identity Number: U45200MH2002PLC136779
Promoters of our Company: Dattatray P. Mhaiskar, Jayant D. Mhaiskar and Ideal Toll & Infrastructure Private Limited
PUBLIC ISSUE OF [] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (THE EQUITY SHARES) OF MEP INFRASTRUCTURE DEVELOPERS LIMITED
(OUR COMPANY OR THE ISSUER) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY
SHARE) AGGREGATING UP TO ` 3,600 MILLION (THE ISSUE). THE ISSUE WILL CONSTITUTE []% OF THE POST-ISSUE PAID-UP EQUITY SHARE
CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN
CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (THE BRLMS) AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR
TO THE BID/ISSUE OPENING DATE.
In case of any revisions in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the
Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the
BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE, and together with the BSE referred to as the Stock Exchanges), by issuing a press release, and
also by indicating the change on the website of the BRLMs and the terminals of the Syndicate Members.
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR), this is an Issue for at least 25% of the post-Issue capital of our
Company. The Issue is being made through the Book Building Process wherein at least 75% of the Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers
(QIBs), provided that our Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 5% of the QIB Portion (excluding the Anchor
Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a
proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the
Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Issue shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI Regulations), subject to valid Bids being received at or
above the Issue Price. All potential investors, other than Anchor Investors, may participate in this Issue through an Application Supported by Blocked Amount (ASBA) process
providing details of the bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs). QIBs (except Anchor Investors) and Non-Institutional Bidders are
mandatorily required to utilise the ASBA process to participate in this Issue. For details, see the section Issue Procedure on page 498.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 each. The
Floor Price is [] times the face value and the Cap Price is [] times the face value. The Issue Price (determined and justified by our Company, in consultation with the BRLMs as
stated under the section Basis for Issue Price on page 102) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No
assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL 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 entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must
rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the
Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the
investors is invited to the section Risk Factors on page 17.
ISSUERS ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our
Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects
and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this
Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received an in-principle approval from each of BSE
and NSE for the listing of the Equity Shares pursuant to the letters dated [] and [], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [].
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE









IDFC Securities Limited
Naman Chambers
C-32, G Block
Bandra Kurla Complex
Bandra (East)
Mumbai 400 051
Tel : (91 22) 6622 2500
Fax : (91 22) 6622 2501
Email : mep.ipo@idfc.com
Investor Grievance Email:
investorgrievance@idfc.com
Website: www.idfccapital.com
Contact Person: Akshay Bhandari
SEBI Registration No.:
MB/INM000011336
Inga Capital Private Limited
Naman Midtown, A Wing, 21st
Floor, Kakasaheb Gadgil Marg
Near India Bulls Finance Centre
Elphistone Road
Mumbai 400 012
Tel: (91 22) 4031 3489
Fax: (91 22) 2498 2956
Email: mep.ipo@ingacapital.com
Investor Grievance Email:
investors@ingacapital.com
Website: www.ingacapital.com
Contact Person: Kunal Thakkar /
Gaurav Mittal
SEBI Registration Number:
INM000010924
IDBI Capital Market Services
Limited
3
rd
Floor, Mafatlal Centre,
Nariman Point
Mumbai 400 021
Tel: (91 22) 4322 1212
Fax: (91 22) 2285 0785
Email: mep.ipo@idbicapital.com
Investor Grievance Email:
redressal@idbicapital.com
Website: www.idbicapital.com
Contact Person: Sumit Singh/
Gaurav Kumar
SEBI Registration Number:
INM000010866
Link Intime India Private
Limited
C-13, Pannalal Silk Mills
Compound, L.B.S. Marg
Bhandup (West)
Mumbai 400 078
Maharashtra, India
Tel: (91 22) 6171 5400
Fax: (91 22) 2596 0329
E-mail: mep.ipo@linkintime.co.in
Website: www.linkintime.co.in
Contact Person: Sachin Achar
SEBI Registration No.:
INR000004058
BID/ ISSUE PROGRAMME
(1) (2)

BID/ISSUE OPENS ON: []
(2)
BID/ISSUE CLOSES ON: []
(2)
(1) Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor Bid/ Issue
Period shall be one Working Day prior to the Bid/ Issue Opening Date.
(2) Our Company may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with
the SEBI Regulations.

TABLE OF CONTENTS

SECTION I: GENERAL .............................................................................................................................. 3
DEFINITIONS AND ABBREVIATIONS .................................................................................................. 3
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................. 14
FORWARD-LOOKING STATEMENTS ................................................................................................. 16
SECTION II: RISK FACTORS ................................................................................................................. 17
SECTION III: INTRODUCTION ............................................................................................................. 48
SUMMARY OF INDUSTRY .................................................................................................................... 48
SUMMARY OF OUR BUSINESS ............................................................................................................ 55
SUMMARY FINANCIAL INFORMATION ............................................................................................ 62
THE ISSUE ............................................................................................................................................... 70
GENERAL INFORMATION .................................................................................................................... 71
CAPITAL STRUCTURE .......................................................................................................................... 81
OBJECTS OF THE ISSUE ........................................................................................................................ 94
BASIS FOR ISSUE PRICE ..................................................................................................................... 102
STATEMENT OF TAX BENEFITS ....................................................................................................... 105
SECTION IV: ABOUT OUR COMPANY .............................................................................................. 117
INDUSTRY OVERVIEW ....................................................................................................................... 117
OUR BUSINESS ..................................................................................................................................... 145
DESCRIPTION OF CERTAIN KEY CONTRACTS .............................................................................. 179
REGULATIONS AND POLICIES ......................................................................................................... 205
HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 209
SUBSIDIARIES ...................................................................................................................................... 213
MANAGEMENT .................................................................................................................................... 221
PROMOTERS AND PROMOTER GROUP ........................................................................................... 240
GROUP COMPANIES ............................................................................................................................ 245
RELATED PARTY TRANSACTIONS .................................................................................................. 254
DIVIDEND POLICY .............................................................................................................................. 255
SECTION V: FINANCIAL INFORMATION ........................................................................................ 256
FINANCIAL STATEMENTS ................................................................................................................. 256
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS .................................................................................................................................. 402
FINANCIAL INDEBTEDNESS ............................................................................................................. 430
SECTION VI: LEGAL AND OTHER INFORMATION ...................................................................... 457
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .............................................. 457
GOVERNMENT AND OTHER APPROVALS ...................................................................................... 469
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 478
SECTION VII: ISSUE INFORMATION ................................................................................................ 490
TERMS OF THE ISSUE ......................................................................................................................... 490
ISSUE STRUCTURE .............................................................................................................................. 493
ISSUE PROCEDURE ............................................................................................................................. 498
SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ........................... 550
SECTION IX: OTHER INFORMATION .............................................................................................. 559
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................. 559
DECLARATION ..................................................................................................................................... 561

3
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context
otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act or
regulation shall be to such legislation, act or regulation as amended from time to time. In the section Main
Provisions of the Articles of Association on page 550, defined terms have the meaning given to such terms in
the Articles of Association.
General Terms
Term Description
our Company, the
Company or the Issuer
MEP Infrastructure Developers Limited, a company incorporated under the
Companies Act, 1956 and having its Registered Office at A 412, boomerang,
Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai 400
072
We, our, us or Group Unless the context otherwise indicates or implies, refers to our Company
together with its Subsidiaries

Company Related Terms
Term Description
Articles / Articles of
Association
Articles of association of our Company, as amended from time to time
Baramati Project The project for construction of the four lane Sakhali bridge on Karha River in
Baramati and maintenance of, and collection of toll for, the Ring Road and the
bridges in Baramati, Maharashtra awarded by MSRDC for a period of 19
years and four months from October 25, 2010 and operated by BTPL
Board / Board of Directors Board of directors of our Company or a duly constituted committee thereof
BTPL Baramati Tollways Private Limited
Chennai Bypass Project The project for maintenance of, and collection of toll for, the Chennai Bypass
section in Tamil Nadu awarded by NHAI for a period of nine years from May
14, 2013 and operated by MEP CB
Corporate Promoter The corporate promoter of our Company, namely ITIPL. For details, see the
section Promoters and Promoter Group on page 240
Director(s) Director(s) on the Board of Directors of our Company
Equity Shares Equity shares of our Company of face value of ` 10 each fully paid-up
Group Companies Companies, firms and ventures promoted by our Promoters, irrespective of
whether such entities are covered under Section 370(1)(B) of the Companies
Act, 1956 or not and includes those companies, firms and ventures disclosed
in the section Group Companies beginning on page 245
Hyderabad-Bangalore Project The project for maintenance of, and collection of toll, for the Hyderabad
Bangalore section of the National Highway No. 7 in Andhra Pradesh awarded
by NHAI for a period of nine years from May 16, 2013 and operated by MEP
HB
IEPL Ideal Energy Project Limited
IRDP Solapur Project The project for collection of toll at four toll plazas located at Solapur Hotgi
Road, Solapur Barshi Road, Solapur Degaon Mangalweda Road and
Solapur Akkalkot Road together with maintenance of toll plazas and
maintenance of property and equipment provided by MSRDC in Solapur,
Maharashtra awarded by MSRDC for a period of 156 weeks from January 2,
2013 and operated by MEP Solapur
ITIPL Ideal Toll & Infrastructure Private Limited
Joint Statutory Auditors Joint statutory auditors of our Company, namely B S R and Co., Chartered
Accountants and Parikh Joshi & Kothare, Chartered Accountants

4
Term Description
Kalyan Shilphata Project The project for collection of toll at two toll plazas located at Katai and Gove
on the Bhiwandi Kalyan Shilphata section of State Highway No. 40 in
Maharashtra awarded by MSRDC for a period of 156 weeks from September
27, 2013 and operated by our Company
Key Management Personnel /
KMPs
Key management personnel disclosed in the section Management on page
221
Kini Tasawade Project The project for collection of toll at two toll plazas located near Kini and
Tasawade on the National Highway No. 4 in Maharashtra awarded by
MSRDC for a period of 104 weeks from May 29, 2014 and operated by
RTIPL
Long Term Project A project operated by our Company or any of its Subsidiaries with an initial
contractual term in excess of one year. A project with an initial contractual
period of one year or less will not be considered a long term project even if its
term has subsequently been extended to more than one year. See also Short
Term Project.
Madurai-Kanyakumari Project The project for maintenance of, and collection of toll for, the Madurai-
Tirunelveli-Panagudi-Kanyakumari section of the National Highway No. 7 in
Tamil Nadu awarded by NHAI for a period of nine years from September 22,
2013 and operated by RTRPL
Mahua Hindaun Karauli
Project
The project for toll collection activities at two toll plazas located near
Phulwada and near Gazipur in the Mahua Hindaun Karauli road corridor
in Rajasthan awarded by RSRDC for a period of 21 months from January 24,
2013 and operated by our Company
Memorandum of Association Memorandum of association of our Company, as amended from time to time
MEP CB MEP Chennai Bypass Toll Road Private Limited
MEP Hamirpur MEP Hamirpur Bus Terminal Private Limited
MEP HB MEP Hyderabad Bangalore Toll Road Private Limited
MEP Nagzari MEP Nagzari Toll Road Private Limited
MEP RGSL MEP RGSL Toll Bridge Private Limited
MEP Solapur MEP IRDP Solapur Toll Road Private Limited
MEP Una MEP Una Bus Terminal Private Limited
MEPIDPL MEP Infrastructure Developers Private Limited
MHSPL MEP Highway Solutions Private Limited
MIPL MEP Infrastructure Private Limited
MTPL MEP Tormato Private Limited
Mumbai Entry Points The five entry points to Mumbai located at (i) Vashi on the SionPanvel
Highway; (ii) Dahisar on the Western Express Highway corridor; (iii) Mulund
on the Eastern Express Highway corridor; (iv) Mulund on the Lal Bahadur
Shashtri Marg corridor; and (v) Airoli on the Airoli Bridge corridor
Mumbai Entry Points Contract The contract dated November 19, 2010 entered into between our Company,
ITIPL, MIPL and MSRDC in respect of the Mumbai Entry Points Project
Mumbai Entry Points Project The project for operation and maintenance of, and collection of toll at, the
Mumbai Entry Points along with 27 flyovers and certain allied structures on
the SionPanvel Highway, the Western Express Highway corridor, the
Eastern Express Highway corridor, the Lal Bahadur Shashtri Marg corridor
and the Airoli Bridge corridor in Mumbai, Maharashtra awarded by MSRDC
for a period of 16 years from November 20, 2010 and operated by MIPL
Phalodi-Ramji Project The project for collection of toll at four toll plazas in the Phalodi Pachpadra
Ramji Ki Gol road corridor located at Kolu Pabuji village, Kelan Kot
village, Bhooka Bhagat Singh village and Naya Nagar village together with
maintenance of toll plazas and infrastructure facilities provided by RIDCOR
in Rajasthan, awarded by RIDCOR for a period of five years from September
17, 2010 and operated by RVPL
Promoters Promoters of our Company, namely Dattatray P. Mhaiskar, Jayant D.

5
Term Description
Mhaiskar and ITIPL. For details, see the section Promoters and Promoter
Group on page 240
Promoter Group Persons and entities constituting the promoter group of our Company in terms
of Regulation 2(1)(zb) of the SEBI Regulations and as disclosed in the section
Promoters and Promoter Group on page 240

The Promoter Group of our Company does not include Virendra D. Mhaiskar;
son of Dattatray P. Mhaiskar and brother of Jayant D. Mhaiskar, our
individual Promoters, or any entity in which Virendra D. Mhaiskar may have
an interest; since Virendra D. Mhaiskar has refused to provide any
information pertaining to himself or such entities.
Rajiv Gandhi Salai Project /
ITEL Project
Project for appointment as service agency for collection of toll at five toll
plazas located at the Rajiv Gandhi Salai in Chennai, Tamil Nadu awarded by
ITEL for a period of three years from March 8, 2014 and operated by our
Company
Registered Office / Corporate
Office
The registered and corporate office of our Company, which is located at A
412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri
(East), Mumbai 400 072
Registrar of Companies/RoC Registrar of Companies, Maharashtra at Mumbai
Restated Consolidated
Financial Information
Restated consolidated financial information of assets and liabilities as at
March 31, 2014, 2013, 2012, 2011 and 2010 and statement of profit and loss
and cash flows for each of the years ended March 31, 2014, 2013, 2012, 2011
and 2010 for our Company and its Subsidiaries read alongwith all the notes
thereto and beginning on page 327
Restated Financial
Information
Collectively, the Restated Consolidated Financial Information and the
Restated Standalone Financial Information
Restated Standalone Financial
Information
Restated standalone financial Information of assets and liabilities as at March
31, 2014, 2013, 2012, 2011 and 2010 and statement of profit and loss and
cash flows for each of the years ended March 31, 2014, 2013, 2012, 2011 and
2010 for our Company read alongwith all the notes thereto and beginning on
page 256
RGSL Project The project for maintenance of, and collection of toll at the toll plaza at
Bandra for, the Rajiv Gandhi Sea Link in Mumbai, Maharashtra awarded by
MSRDC for a period of 156 weeks commencing from February 6, 2014 and
operated by MEP RGSL
RTBPL Rideema Toll Bridge Private Limited
RTIPL Raima Toll & Infrastructure Private Limited
RTPL Rideema Toll Private Limited
RTRPL Raima Toll Road Private Limited
RVPL Raima Ventures Private Limited
Shareholders Shareholders of our Company
Short Term Project A project operated by our Company or any of its Subsidiaries with an initial
contractual term of one year or less. A project with an initial contractual term
of one year or less is considered to be a Short Term Project even if its term
has subsequently been extended to more than one year. See also Long Term
Project.
Subsidiaries Subsidiaries of our Company namely, MIPL, RVPL, MEP Hamirpur, MEP
Una, RTPL, BTPL, RTBPL, MEP Nagzari, MEP Solapur, RTRPL, MEP HB,
MEP CB, MHSPL, MEP RGSL, RTIPL and MTPL. For details, see the
section Subsidiaries on page 213
Vidyasagar Setu Project The project for collection of toll at the toll plaza located at the Vidyasagar
Setu in West Bengal awarded by HRBC for a period of five years from
September 1, 2013 and operated by RTBPL


6
Issue Related Terms
Term Description
Allot/Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares
pursuant to the Issue to successful Bidders
Allottee A successful Bidder to whom the Equity Shares are Allotted
Allotment Advice Note or advice or intimation of Allotment sent to each successful Bidder after
the Basis of Allotment has been approved by the Designated Stock Exchange
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion,
with a minimum Bid of ` 100 million
Anchor Investor Bid/ Issue
Period
The day, one Working Day prior to the Bid/Issue Opening Date, on which
Bids by Anchor Investors shall be submitted
Anchor Investor Issue Price Final price at which the Equity Shares will be issued and Allotted to Anchor
Investors in terms of the Red Herring Prospectus and the Prospectus, which
price will be equal to or higher than the Issue Price, but not higher than the
Cap Price. The Anchor Investor Issue Price will be decided by our Company
in consultation with the BRLMs
Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company, in
consultation with the BRLMs, to Anchor Investors on a discretionary basis.
One-third of the Anchor Investor Portion shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investors Issue Price
Application Supported by
Blocked Amount/ASBA
The process of submitting the Bid cum Application Form, whether physical or
electronic, used by Bidders, other than Anchor Investors, to make a Bid
authorising a SCSB to block the Bid Amount in the ASBA Account. ASBA is
mandatory for QIBs (other than Anchor Investors) and the Non-Institutional
Bidders participating in the Issue
ASBA Account An account maintained with an SCSB and specified in the Bid cum
Application Form submitted by ASBA Bidders for blocking the Bid Amount
mentioned in the Bid cum Application Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder Any Bidder (other than Anchor Investors) in this Issue who intends to submit a
Bid through the ASBA process
Banker(s) to the Issue/Escrow
Collection Bank(s)
Banks which are clearing members and registered with SEBI as bankers to an
issue and with whom the Escrow Account will be opened, in this case being
[]
Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under
the Issue and which is described in the section Issue Procedure on page 498
Bid An indication to make an offer during the Bid/Issue Period by a Bidder (other
than Anchor Investor) pursuant to submission of the Bid cum Application
Form, or during the Anchor Investor Bid/Issue Period by Anchor Investors, to
subscribe to the Equity Shares of our Company at a price within the Price
Band, including all revisions and modifications thereto as permitted under the
SEBI Regulations in terms of the Red Herring Prospectus and the Bid cum
Application Form
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application
Form and payable by the Bidder/blocked in the ASBA Account on submission
of a Bid in the Issue.
Bid cum Application Form The form used by a Bidder, including an ASBA Bidder, to make a Bid and
which will be considered as an application for Allotment in terms of the Red
Herring Prospectus and the Prospectus
Bid/ Issue Closing Date Except in relation to Bids received from Anchor Investors, the date after which
the Syndicate, the Designated Branches and the Registered Brokers will not
accept any Bids for the Issue, which shall be notified in two national daily
newspapers, one each in English and Hindi and in one regional language, each

7
Term Description
with wide circulation
Our Company may, in consultation with the BRLMs, consider closing the
Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing
Date in accordance with the SEBI Regulations.
Bid/ Issue Opening Date Except in relation to Bids received from the Anchor Investors, the date on
which the Syndicate, the Designated Branches and the Registered Brokers
shall start accepting Bids for the Issue, which shall be notified in two national
daily newspapers, one each in English and Hindi and in one regional language,
each with wide circulation
Bid/ Issue Period Except in relation to Anchor Investors, the period between the Bid/Issue
Opening Date and the Bid/Issue Closing Date, inclusive of both days, during
which prospective Bidders can submit their Bids, including any revisions
thereof
Bid Lot []
Bidder(s) Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form
Book Building Process The book building process, as provided in Schedule XI of the SEBI
Regulations, in terms of which this Issue is being made
Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the
Bid cum Application Forms to a Registered Broker. The details of such Broker
Centres, along with the names and contact details of the Registered Broker are
available on the respective website of the Stock Exchanges.
BRLMs/Book Running Lead
Managers
The book running lead managers to the Issue, being IDFC Securities, Inga and
IDBI Capital
CAN / Confirmation of
Allocation Note
Notice or intimation of allocation of the Equity Shares sent to Anchor
Investors, who have been allocated the Equity Shares, after the Anchor
Investor Bid/Issue Period
Cap Price The higher end of the Price Band, subject to any revision thereto, above which
the Issue Price will not be finalised and above which no Bids will be accepted
Compliance Officer The company secretary who has been appointed as compliance officer of our
Company
Controlling Branches Such branches of SCSBs which coordinate Bids under the Issue with the
BRLMs, the Registrar and the Stock Exchanges, a list of which is available on
the website of SEBI at http://www.sebi.gov.in
Cut-off Price The Issue Price, finalised by our Company in consultation with BRLMs. Only
Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non-Institutional Bidders are not entitled to
Bid at the Cut-off Price
Designated Branches Such branches of the SCSBs which shall collect Bid cum Application Forms
used by ASBA Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in
Designated Date The date on which the Escrow Collection Banks transfer funds from the
Escrow Accounts and instructions are issued to the SCSBs for tranfer of funds
from the ASBA Accounts, to the Public Issue Account(s) or the Refund
Account, as the case may be, in terms of the Red Herring Prospectus
Designated Stock Exchange []
Draft Red Herring Prospectus
or DRHP
This draft red herring prospectus dated September 29, 2014 issued in
accordance with the SEBI Regulations, which does not contain complete
particulars of the price at which the Equity Shares will be Allotted
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an
offer or invitation under the Issue and in relation to whom the Bid cum
Application Form and the Red Herring Prospectus constitutes an invitation to
subscribe to the Equity Shares
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an

8
Term Description
offer or invitation under the Issue and in relation to whom the Bid cum
Application Form and the Red Herring Prospectus constitutes an invitation to
subscribe to the Equity Shares offered thereby and who have opened demat
accounts with SEBI registered qualified depository participants
Engagement Letters The engagement letters dated August 22, 2014 between our Company, IDFC
Securities and Inga, and dated May 2, 2014 between our Company and IDBI
Capital
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the
Bidders (excluding the ASBA Bidders) will issue cheques or demand drafts in
respect of the Bid Amount when submitting a Bid
Escrow Agreement Agreement to be entered into between our Company, the Registrar to the Issue,
the BRLMs, the Syndicate Members, the Escrow Collection Bank(s) and the
Refund Bank(s) for collection of the Bid Amounts and where applicable,
refunds of the amounts collected to the Bidders (excluding the ASBA Bidders)
on the terms and conditions thereof
Equity Listing Agreement Listing agreement to be entered into by our Company with the Stock
Exchanges
First Bidder The Bidder whose name appears first in the Bid cum Application Form or
Revision Form
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above
which the Issue Price will be finalised and below which no Bids will be
accepted
IDBI Capital IDBI Capital Market Services Limited
IDFC Securities IDFC Securities Limited
Inga Inga Capital Private Limited
Issue Public issue of [] Equity Shares for cash at a price of ` [] each, aggregating
up to ` 3,600 million, pursuant to the terms of the Red Herring Prospectus
Issue Agreement The agreement dated September 29, 2014 between our Company and the
BRLMs, pursuant to which certain arrangements are agreed to in relation to
the Issue Issue Price The final price at which the Equity Shares will be Allotted in terms of the Red
Herring Prospectus. The Issue Price will be decided by our Company in
consultation with BRLMs on the Pricing Date. Unless otherwise stated or the
context otherwise implies, the term Issue Price refers to the Issue Price
applicable to investors other than Anchor Investors
Issue Proceeds The proceeds of the Issue available to our Company. For further information
about use of Issue Proceeds, see the section Objects of the Issue on page 94
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [] Equity
Shares which shall be available for allocation to Mutual Funds only
Net Proceeds Proceeds of the Issue less the Issue expenses. For further information about the
Issue expenses, see the section Objects of the Issue on page 94
Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid
for Equity Shares for an amount more than ` 200,000 (but not including NRIs
other than Eligible NRIs)
Non-Institutional Portion The portion of the Issue being not more than 15% of the Issue, or [] Equity
Shares which shall be available for allocation on a proportionate basis to Non-
Institutional Bidders, subject to valid Bids being received at or above the Issue
Price
Price Band Price Band of a minimum price of ` [] per Equity Share (Floor Price) and the
maximum price of ` [] per Equity Share (Cap Price), including any revisions
thereof. The Price Band and the minimum Bid Lot size for the Issue will be
decided by our Company in consultation with the BRLMs and advertised, at
least five Working Days prior to the Bid/Issue Opening Date, in [] edition of
English national newspaper [], [] edition of Hindi national newspaper [],
and [] edition of regional language newspaper [], each with wide

9
Term Description
circulation.
Pricing Date The date on which our Company, in consultation with the BRLMs, will
finalise the Issue Price
Prospectus The Prospectus to be filed with the RoC in accordance with section 26 of the
Companies Act, 2013 containing, inter alia, the Issue Price that is determined
at the end of the Book Building Process, the size of the Issue and certain other
information
Public Issue Account(s) Account(s) opened with the Bankers to the Issue to receive monies from the
Escrow Account(s) and to which funds shall be tranferred by the SCSBs from
the ASBA Account, on or after the Designated Date
QIB Category / QIB Portion The portion of the Issue (including the Anchor Investor Portion) amounting to
at least 75% of the Issue consisting of [] Equity Shares which shall be
Allotted to QIBs (including Anchor Investors) on a proportionate basis
Qualified Foreign Investors or
QFIs
Non-resident investors, other than SEBI registered FIIs or sub-accounts or
SEBI registered FVCIs, who meet know your client requirements prescribed
by SEBI and are resident in a country which is (i) a member of Financial
Action Task Force or a member of a group which is a member of Financial
Action Task Force; and (ii) a signatory to the International Organisation of
Securities Commissions Multilateral Memorandum of Understanding or a
signatory of a bilateral memorandum of understanding with SEBI.

Provided that such non-resident investor shall not be resident in a country
which is listed in the public statements issued by Financial Action Task Force
from time to time on: (i) jurisdictions having a strategic Anti-Money
Laundering/Combating the Financing of Terrorism deficiencies to which
counter measures apply; (ii) jurisdictions that have not made sufficient
progress in addressing the deficiencies or have not committed to an action plan
developed with the Financial Action Task Force to address the deficiencies
Qualified Institutional Buyers
or QIBs
Qualified institutional buyers as defined under Regulation 2(1)(zd) of the
SEBI Regulations
Red Herring Prospectus or
RHP
The red herring prospectus to be issued by our Company in accordance with
section 32 of the Companies Act, 2013 and the provisions of the SEBI
Regulations, which will not have complete particulars of the price at which the
Equity Shares will be offered. The Red Herring Prospectus will be registered
with the RoC at least three days before the Bid/Issue Opening Date and will
become the Prospectus upon filing with the RoC after the Pricing Date
Refund Account(s) The account opened with the Refund Bank(s), from which refunds, if any, of
the whole or part of the Bid Amount (excluding refunds to ASBA Bidders)
shall be made
Refund Bank(s) []
Refunds through electronic
transfer of funds
Refunds through NECS, Direct Credit, RTGS or NEFT, as applicable
Registered Brokers Stock brokers registered with the stock exchanges having nationwide
terminals, other than the members of the Syndicate
Registrar to the
Issue/Registrar
Registrar to the Issue, in this case being Link Intime India Private Limited
Retail Individual Bidder(s) Individual Bidders who have Bid for Equity Shares for an amount not more
than ` 200,000 in any of the bidding options in the Issue (including HUFs
applying through their Karta and Eligible NRIs)
Retail Portion The portion of the Issue being not more than 10% of the Issue, or [] Equity
Shares which shall be available for allocation to Retail Individual Bidder(s) in
accordance with SEBI Regulations subject to valid Bids being received at or
above the Issue Price
Revision Form Form used by the Bidders, including ASBA Bidders, to modify the quantity of

10
Term Description
the Equity Shares or the Bid Amount in any of their Bid cum Application
Forms or any previous Revision Form(s). Kindly note that QIB Bidders and
Non-Institutional Bidders are not allowed to withdraw or lower their Bid (in
terms of number of Equity Shares or the Bid Amount) at any stage
Self Certified Syndicate
Bank(s) or SCSB(s)
The banks registered with SEBI, offering services in relation to ASBA, a list
of which is available on the website of SEBI at http://www.sebi.gov.in
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms
from ASBA Bidders, a list of which is available at the website of the SEBI
(www.sebi.gov.in) and updated from time to time
Stock Exchanges BSE and NSE
Syndicate Agreement The agreement to be entered into amongst the BRLMs, the Syndicate
Members and our Company in relation to the collection of Bids in this Issue
(excluding Bids from Bidders applying through the ASBA process or Bids
submitted to the Registered Brokers at the Broking Centres)
Syndicate Members []
Syndicate/ members of the
Syndicate
BRLMs and Syndicate Members
TRS/Transaction Registration
Slip
The slip or document issued by the Syndicate, or the SCSB (only on demand),
as the case may be, to the Bidder as proof of registration of the Bid
Underwriters BRLMs and Syndicate Members
Underwriting Agreement The agreement amongst the Underwriters and our Company to be entered into
on or about the Pricing Date
Working Days Any day, other than Saturdays and Sundays, on which commercial banks in
Mumbai are open for business, provided however, for the purpose of the time
period between the Bid/Issue Closing Date and listing of the Equity Shares on
the Stock Exchanges, Working Days shall mean all days excluding Sundays
and bank holidays in Mumbai in accordance with the SEBI circular no.
CIR/CFD/DIL/3/2010 dated April 22, 2010

Technical/Industry Related Terms/Abbreviations
Term Description
AVECL Ahmedabad Vadodara Expressways Company Limited
BOOT Build, Own, Operate and Transfer
BOT Build, Operate and Transfer
BTLO Build-Transfer-Lease-Operate
BRO Border Roads Organisation
CRF Central Road Fund
DBFOT Design, Build, Finance, Operate and Transfer
DIPP Department of Industrial Policy and Promotion
EPC Engineering, Procurement and Construction
ETC Electronic Toll Collection
HPBSMDA Himachal Pradesh Bus Stand Management and Development Authority
HRBC Hooghly River Bridge Commissioners
ITEL IT Expressway Limited
MJPRCL Mumbai JNPT Port Road Company Limited
MoRTH Ministry of Road Transport and Highways
MSRDC Maharashtra State Road Development Corporation Limited
NHAI National Highways Authority of India
NHDP National Highway Development Programme
O&M Operation and Maintenance services
OMT Operate, Maintain and Transfer
PMGSY Pradhan Mantri Gram Sadak Yojna

11
Term Description
POS Point of Sale
PPP Public Private Partnership
PWD Public Works Department
RFID Radio Frequency Identification
RIDCOR Road Infrastructure Development Company of Rajasthan Limited
RSRDC Rajasthan State Road Development & Construction Corporation Limited
VGF Viability Gap Funding


Conventional Terms/ Abbreviations
Term Description
AGM Annual general meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as amended
AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of
India
BSE BSE Limited
CAGR Compounded annual growth rate
Category I Foreign Portfolio
Investors
FPIs who are registered as Category I foreign portfolio investors under the
SEBI FPI Regulations
Category II Foreign Portfolio
Investors
FPIs who are registered as Category II foreign portfolio investors under the
SEBI FPI Regulations
Category III Foreign Portfolio
Investors
FPIs who are registered as Category III foreign portfolio investors under the
SEBI FPI Regulations
CBDT Central Board of Direct Taxes
CDSL Central Depository Services (India) Limited
CESTAT Central Excise & Service Tax Appellate Tribunal
CIN Corporate identity number
Client ID Client identification number of the Bidders beneficiary account
Companies Act Companies Act, 1956 (without reference to the provisions thereof that have
ceased to have effect upon notification of the Notified Sections) and the
Notified Sections
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director identification number
DP ID Depository participants identification
DP/Depository Participant A depository participant as defined under the Depositories Act
EBITDA Earnings before interest, tax, depreciation and amortisation
EGM Extraordinary general meeting
EPS Earnings per share
FCNR Foreign currency non-resident
FDI Foreign direct investment
FEMA

Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder and amendments thereto
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000, as amended
FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations
FPI(s) A foreign portfolio investor as defined under the SEBI FPI Regulations
Financial
Year/Fiscal/FY/Fiscal Year
The period of 12 months ending March 31 of that particular year
FIPB Foreign Investment Promotion Board

12
Term Description
FVCI Foreign venture capital investors as defined and registered with SEBI under
the Securities and Exchange Board of India (Foreign Venture Capital
Investors) Regulations, 2000
GDP Gross domestic product
GIR General index register
GoI/Government Government of India
HUF Hindu undivided family
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
Income Tax Act/ I.T. Act The Income Tax Act, 1961
Indian GAAP Generally Accepted Accounting Principles in India
IPO Initial public offering
LLP Act Limited Liability Partnership Act, 2008
MICR Magnetic ink character recognition
Mutual Funds A mutual fund registered with SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated
November 23, 2005 of the GoI, published in the Gazette of India
NAV Net asset value
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
Notified Sections The sections of the Companies Act, 2013 that have been notified as having
come into effect prior to the date of this Draft Red Herring Prospectus
NR / Non-Resident A person resident outside India, as defined under the FEMA and includes an
NRI, FIIs, FPIs, QFIs and FVCIs
NRE Account Non resident external account
NRI A person resident outside India, who is a citizen of India or a person of Indian
origin, and shall have the meaning ascribed to such term in the Foreign
Exchange Management (Deposit) Regulations, 2000
NRO Account Non resident ordinary account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB / Overseas Corporate
Body
A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission
granted to OCBs under FEMA
p.a. Per annum
P/E Ratio Price/earnings ratio
PAN Permanent account number
PAT Profit after tax
RBI Reserve Bank of India
RoNW Return on net worth
`/Rs./Rupees Indian Rupees
RTGS Real time gross settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)

13
Term Description
Regulations, 1995
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000
SEBI Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996
SICA Sick Industrial Companies (Special Provisions) Act, 1985
SPV Special Purpose Vehicle
State Government The government of a State in India
UK United Kingdom
ULIP Unit Linked Insurance Plan
U.S. / United States / USA United States of America
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
USD / US$ United States Dollars
VCFs Venture capital funds as defined in and registered with SEBI under the SEBI
VCF Regulations or the SEBI AIF Regulations, as the case may be


14
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
All references to India contained in this Draft Red Herring Prospectus are to the Republic of India and all
references to the U.S., USA or the United States are to the United States of America.
Financial Data
Unless stated otherwise, financial data included in this Draft Red Herring Prospectus is derived from the
restated standalone and consolidated financial information of our Company as of and for the years ended March
31, 2010, 2011, 2012, 2013 and 2014 and the related notes, schedules and annexures thereto included elsewhere
in the Draft Red Herring Prospectus, prepared in accordance with Indian GAAP and the Companies Act, 1956
and / or Companies Act, 2013 and restated in accordance with the SEBI Regulations. In this Draft Red Herring
Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off.
Our Companys financial year commences on April 1 and ends on March 31 of the next year, so all references
to a particular financial year, unless stated otherwise, are to the 12 months period ended on March 31 of that
year.
There are significant differences between Indian GAAP, U.S. GAAP and IFRS. The reconciliation of the
financial information to IFRS or U.S. GAAP financial information has not been provided. Our Company has
not attempted to explain those differences or quantify their impact on the financial data included in this Draft
Red Herring Prospectus, and it is urged that you consult your own advisors regarding such differences and their
impact on our Companys financial data. Accordingly, the degree to which the financial information included in
this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the readers
level of familiarity with Indian accounting practices, Indian GAAP, the Companies Act, 1956 and / or
Companies Act, 2013 and the SEBI Regulations. Any reliance by persons not familiar with Indian accounting
practices, Indian GAAP, the Companies Act, the SEBI Regulations on the financial disclosures presented in this
Draft Red Herring Prospectus should accordingly be limited.
Unless otherwise indicated, any percentage amounts, as set forth in this Draft Red Herring Prospectus, including
in the sections Risk Factors, Our Business, Managements Discussion and Analysis of Financial Condition
and Results of Operations on pages 17, 145 and 402 respectively, have been calculated on the basis of the
restated consolidated and standalone financial information prepared in accordance with Indian GAAP and the
Companies Act, 1956 and restated in accordance with the SEBI Regulations.
Currency and Units of Presentation
All references to:
` or Rupees are to Indian Rupees, the official currency of the Republic of India; and
US$ or USD are to United States Dollars, the official currency of the United States of America.
Our Company has presented certain numerical information in this Draft Red Herring Prospectus in million
units. One million represents 1,000,000 and one billion represents 1,000,000,000.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus have been obtained
or derived from publicly available information as well as industry publications and sources. Further,
information pertaining to toll collection market and OMT market for road projects have been derived from a
report titled Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection Market for Road Projects in
India dated June 2014, by CRISIL Limited (CRISIL Research) (the CRISIL Report).
Industry publications generally state that information contained in those publications has been obtained from
sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability
cannot be assured. Accordingly, no investment decision should be made on the basis of such information.

15
Although we believe that industry data used in this Draft Red Herring Prospectus is reliable, it has not been
independently verified by the BRLMs or our Company. Such data involves risks, uncertainties and numerous
assumptions and is subject to change based on various factors, including those discussed in the section Risk
Factors on page 17. Accordingly, investment decisions should not be based solely on such information.
The extent to which market and industry data used in this Draft Red Herring Prospectus is meaningful depends
on the readers familiarity with and understanding of methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which business of our Company is conducted, and
methodologies and assumptions may vary widely among different industry sources.
Definitions
For definitions, see the section Definitions and Abbreviations on page 3. In the section Main Provisions of
the Articles of Association on page 550, defined terms have the meaning given to such terms in the Articles of
Association.

16
FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain forward-looking statements. These forward-looking
statements generally can be identified by words or phrases such as aim, anticipate, believe, expect,
estimate, intend, objective, plan, project, will, will continue, will pursue or other words or
phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also
forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions
about us that could cause actual results to differ materially from those contemplated by the relevant forward-
looking statement.
Certain important factors that could cause actual results to differ materially from our expectations include, but
are not limited to, the following:
ability to accurately forecast traffic volumes for our projects;
Dependence on road projects undertaken or awarded by government entities or other entities funded by
the Government of India;
Dependence on Mumbai Entry Points Project;
Ability to obtain new contracts;
Ability to successfully implement new technologies in tolling as well as maintainence activities;
Ability to obtain third party debts for our projects; and
Ability to generate revenue to cover increase in interest rate and operating and maintainence costs.
For further discussion on factors that could cause actual results to differ from expectations, see the sections
Risk Factors, Our Business and Managements Discussion and Analysis of Financial Condition and
Results of Operations on pages 17, 145 and 402, respectively. By their nature, certain market risk disclosures
are only estimates and could be materially different from what actually occurs in the future. As a result, actual
gains or losses could materially differ from those that have been estimated.
Forward-looking statements reflect current views as of the date of this Draft Red Herring Prospectus and are not
a guarantee of future performance. These statements are based on the managements beliefs and assumptions,
which in turn are based on currently available information. Although we believe the assumptions upon which
these forward-looking statements are based are reasonable, any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our
Company, the Directors, the BRLMs nor any of their respective affiliates have any obligation to update or
otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not come to fruition. Our Company will ensure that
the investors in India are informed of material developments until the time of the grant of listing and trading
permission by the Stock Exchanges.

17
SECTION II: RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. Investors should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before
making an investment in the Equity Shares. The risks and uncertainties described in this section are not the only
risks that we currently face. Additional risks and uncertainties not currently known to us or that are currently
believed to be immaterial may also have an adverse impact on our business, results of operations and financial
condition. If any of the following risks, or other risks that are not currently known or are currently deemed
immaterial, actually occur, our business, results of operations and financial condition could be materially and
adversely affected and the price of our Equity Shares could decline, causing the investors to lose part or all of
the value of their investment in the Equity Shares. The financial and other related implications of the risk
factors, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are
certain risk factors where the financial impact is not quantifiable and, therefore, cannot be disclosed in such
risk factors.

This Draft Red Herring Prospectus also contains forward-looking statements that involve risks and
uncertainties. Our Companys actual results could differ materially from those anticipated in these forward-
looking statements as a result of certain factors, including the considerations described below and elsewhere in
this Draft Red Herring Prospectus. See the section Forward-Looking Statements on page 16. To obtain a
complete understanding, prospective investors should read this section in conjunction with the sections Our
Business and Managements Discussion and Analysis of Financial Condition and Results of Operations on
pages 145 and 402, respectively, as well as the other financial and statistical information contained in this
Draft Red Herring Prospectus. Unless otherwise stated, financial information in this section is derived from our
Restated Consolidated Financial Information included in section Financial Statements on page 256. In
making an investment decision, prospective investors must rely on their own examination of our Company and
the terms of the Issue including the merits and the risks involved.

Internal Risk Factors:

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

A public interest litigation has been filed in the High Court of Bombay by Ketan Tirodkar against
MSRDC and MEP RGSL as the project operator for the RGSL Project, in connection with a suicide
incident that took place at RGSL, alleging that the infrastructure and security measures at RGSL are
inadequate to prevent suicide incidents. The Petitioner has prayed, inter alia, that: (i) MEP RGSL be
directed to undertake efforts to remedy the same; (ii) MEP RGSL and MSRDC be directed to pay
compensation to the Government for failing to install sufficient security and surveillance infrastructure;
and (iii) the Ministry of Home Affairs, Government of Manaharashtra be directed to register a first
information report into the criminal negligence on the part of MEP RGSL and MSRDC that led threat to
the security and safety of the common man and the city of Mumbai. MEP RGSL has filed an application
before the High Court of Bombay seeking quashing of the public interest litigation so far as it relates to
MEP RGSL.

An adverse outcome in the abovementioned proceedings could have an adverse effect on our reputation
and may affect our future business, prospects, financial condition and results of operations. We cannot
assure you that these proceedings will be decided in favour of MEP RGSL. For further details, see the
section Outstanding Litigation and Material Developments Litigation involving our Subsidiaries
MEP RGSL Litigation against MEP RGSL Public Interest Litigation on page 465.

2. We derive a substantial portion of our revenue from the Mumbai Entry Points Project. Termination
of, or reduction in revenue from, the Mumbai Entry Points Project could have a material adverse
effect on our business, results of operation and financial condition.

A significant portion of our total revenue on a consolidated basis is generated from the Mumbai Entry
Points Project, in terms of which we undertake the maintenance of and collection of toll at, the five
Mumbai Entry Points, pursuant to a contract dated November 19, 2010 with MSRDC (the Mumbai

18
Entry Points Contract). The term of the Mumbai Entry Points Contract is for a period of 16 years from
November 20, 2010. For Fiscal 2014, Fiscal 2013 and Fiscal 2012, the Mumbai Entry Points Project
contributed 28.46%, 26.14% and 29.46%, respectively, of our total revenue on a consolidated basis.

We have made an upfront payment of ` 21,000 million to MSRDC for the Mumbai Entry Points Project
in 2010. In terms of the Mumbai Entry Points Contract, MSRDC has the right to terminate the Mumbai
Entry Points Contract in the event of any material breach or default on our part in complying with the
terms and conditions of the Mumbai Entry Points Contract, including any default on our obligations
under the financing agreements for the loans availed for the Mumbai Entry Points Project. Further,
MSRDC may also terminate the Mumbai Entry Points Contract upon occurrence of any force majeure
events in accordance with the provisions of the Mumbai Entry Points Contract. Further, in terms of the
substitution agreement amongst MSRDC, MIPL and certain lenders of MIPL (the MIPL Lenders), the
MIPL Lenders have a right to substitute MIPL with another contractor for the Mumbai Entry Points
Project, with the approval of MSRDC, on the occurrence of any material breach on MIPLs part to
comply with the terms of the Mumbai Entry Points Contract or any material default on MIPLs part to
make payments under the financing documents for the Mumbai Entry Points Project.

Whilst we are entitled to receive compensation from MSRDC in the event of an early termination, there
is no assurance that we would be able to recover the amounts invested by us entirely. An early
termination of the Mumbai Entry Points Contract by MSRDC would materially adversely affect our
business, results of operations and financial condition. For details regarding the Mumbai Entry Points
Contract, see the section Description of Certain Key Contracts on page 179.

Further, the revenue that we generate from the Mumbai Entry Points Project may reduce on account of
different factors including fall in traffic volume. Any substantial reduction in the revenue from the
Mumbai Entry Points Project would have an adverse impact on our business, results of operation and
financial condition.

3. Our business is substantially dependent on our ability to accurately forecast traffic volumes for our
projects. Any material decrease in the actual traffic volume as compared to our forecasted traffic
volume could have a material adverse effect on our cash flows, results of operations and financial
condition.

When preparing our tender for a toll collection or OMT project, we need to forecast the traffic volume
for the road in order to estimate our expected revenue over the period of the contract and to arrive at the
bid amount. In such instances, if the traffic volume is less than our forecasted traffic volume, the revenue
from such toll collection or OMT project may be lesser than expected and may lead to losses or lower
than expected profits on such contract. Whilst we have an experienced traffic survey team which has
conducted surveys on various national highways, state highways, expressways, bypasses and bridges,
forecasting of traffic volumes cannot be made with certainty and we cannot assure you that our forecasts
will be accurate. Traffic volumes may be affected by various external factors beyond our control,
including:

toll rates;
fuel prices in India;
the affordability of automobiles;
location of the toll road projects;
the quality, convenience and travel time on alternate routes outside our network;
cost, convenience and availability of alternate means of transportation, including rail networks
and air transport;

19
the level of commercial, industrial and residential development in areas served by our
projects;
growth of the Indian economy;
adverse weather conditions; and
seasonal holidays.
Traffic volumes are also influenced by the convenience and extent of a toll roads connections with other
parts of the local and national highway and toll road network. There can be no assurance that future
changes affecting the road network in India, through road additions and closures or through other traffic
diversions or redirections, or the development of other means of transportation, such as air or rail
transport, will not adversely affect traffic volume on our toll roads. In the event that we experience a
significant decrease in traffic volumes on our toll roads, we will experience a decrease in our revenues,
profitability, cash flows, financial condition and the results of operations all of which may be materially
and adversely affected.

Further, a substantial majority of our contracts do not contain any restrictions on the Government from
building or upgrading competing roads and such roads may not necessarily be subject to payment of toll.
While our OMT contracts with NHAI have non-compete provisions with respect to roads to be
constructed by the NHAI and any other government instrumentality for the term of the contract, these
restrictions fall away if the traffic on the road exceeds pre-specified limits in any year. For further
details, see the section Description of Certain Key Contracts on page 179. Competing road(s) or other
alternative modes of travel may have a significant adverse impact on the toll revenues of the relevant
road(s).

4. Our business is substantially dependent on road projects in I ndia undertaken or awarded by
governmental authorities and other entities funded by the Government of I ndia or State Governments
and we derive almost all of our revenues from contracts with a limited number of government entities.
Any adverse changes in the Central or State Government policies may lead to our contracts being
foreclosed, terminated, restructured or renegotiated.

Our business is substantially dependent on road projects in India undertaken or awarded by
governmental authorities and other entities funded by the Government of India or State Governments.
We currently derive almost all of our revenues from contracts with a limited number of government
entities. These include NHAI, MSRDC, RIDCOR, RSRDC, MJPRCL and HRBC. During Fiscal 2014,
Fiscal 2013 and Fiscal 2012, revenue earned from contracts with NHAI and MSRDC jointly accounted
for 82.35%, 86.37% and 85.32%, respectively, of our total revenue on a consolidated basis. There can be
no assurance that the Government of India or the State Governments will continue to place emphasis on
the road infrastructure sector. In the event of any adverse change in budgetary allocations for
infrastructure development or a downturn in available work in the road infrastructure sector or de-
notification of toll collection resulting from any change in government policies or priorities, our business
prospects and our financial performance, may be adversely affected.

The contracts with Government entities may be subject to extensive internal processes, policy changes,
Government or external budgetary allocation and insufficiency of funds which may lead to lower number
of contracts available for bidding or increase in the time gap between invitation for bids and award of the
contract. So long as Government entities are responsible for awarding contracts to us and are a critical
party to the development and ongoing operations of our projects, our business is directly and
significantly dependent on projects awarded by them. With reference to projects where our bids have
been successful, there may be delays in award of the projects and/or notification of appointed dates,
which may result in us having to retain resources which remain unallocated, thereby adversely affecting
our financial condition and results of operations.
Any adverse changes in the Government of India or State Government policies may lead to our contracts

20
being foreclosed or terminated. For example, the Maharashtra Government recently closed down 44 toll
plazas in Maharashtra awarded to various toll contractors under privatization projects which included
one of our Long Term Projects for collection of toll at Nagzari for a period of 156 weeks until September
2015. There is no assurance that the Government will not close down any more toll plazas in the future.
In the event that the Central or any State Government closes down toll plazas belonging to any of our
projects, there can be no assurance that we will recover the costs incurred in undertaking the project,
including payments made to the respective authority, which may lead to an adverse effect on our
business, prospects, cash flows and financial condition. Adverse changes in Government policies may
also lead to our contracts being restructured or renegotiated, resulting in, amongst others, change in the
scope of our work under such contracts. We cannot assure you that we would be able to recover the cost
associated with undertaking any such additional work which was not contemplated at the time of
entering into the contracts. Further, adverse changes in the Government of India or State Government
policies may also materially and adversely affect our financing, capital expenditure, revenues,
development, cash flows or operations relating to our existing projects as well as our ability to
participate in competitive bidding or bilateral negotiations for our future projects.
Additionally, we may be restricted in our ability to, among other things, increase toll rates, sell our
interests to third parties, contract with certain customers or assign our rights or obligations under our
contracts to any person. These restrictions may limit our flexibility in operating our business, which
could have an adverse effect on our business, prospects, results of operations, cash flows and financial
condition.
5. We are presently in breach of certain covenants in some of our financing agreements and any
material adverse action taken by the lenders in connection with such breaches may have a material
adverse effect on our business, results of operation and financial condition.

We are presently in breach of certain covenants under some of our financing agreements. These include
payment delays for amounts due, delays or defaults in sending information and reports to lenders, failure
to maintain certain financial covenants, failure to create security as per the financing documents,
undertaking certain activities (such as investments, by way of equity or debt, in our Subsidiaries and
allotment of Equity Shares to our Corporate Promoter, ITIPL) without the prior consent of the lenders
and failure to undertake certain activities required under our financing agreements (for instance,
constitution of certain committees). The breach of such covenants, in most instances (whether upon a
service of notice by the lender or otherwise), constitutes an event of default under the relevant facilities
and entitles the respective lenders to enforce remedies under the terms of the respective financing
agreements.

We have not currently applied to our lenders for waivers in respect to these breaches. We cannot assure
you that such lenders will not seek to enforce their rights in respect of any breaches under the financing
agreements. Further, such breaches and relevant actions by the respective lenders could also trigger
enforcement action by other lenders pursuant to cross-default provisions under certain of our financing
agreements.

If the obligations under any of our financing agreements are accelerated, we may have to dedicate a
substantial portion of our cash flow from operations to make payments under the financing documents,
thereby reducing the availability of cash for our operations. In addition, the lenders and/or the security
trustees may enforce their respective security interest in certain of our assets. Further, during the period
in which we are in default, we may face difficulties in raising further loans. Any future inability to
comply with the covenants under our financing agreements or to obtain the necessary consents required
thereunder may lead to termination of our credit facilities, levy of penal interest, acceleration of all
amounts due under such financing agreements and enforcement of any security provided. Any of these
circumstances would have an adverse effect our business, results of operation and financial condition.




21
6. I ncrease in toll rates is governed by the terms of the respective contracts. We do not have the right to
increase toll rates that are charged at our projects and we cannot assure that such increases would be
sufficient to meet increased costs associated with such project.

The toll rates that we are permitted to charge with respect to a project is governed by the terms of the
contract for the project and is subject to escalation over the life of the project based on a mechanism set
forth in the contract or on notifications issued by the competent authority. For our OMT projects with
NHAI, annual revision in toll rates is linked to variation in the Wholesale Price Index, which makes it
difficult to predict the total estimated tolling revenue from the project. For our Mumbai Entry Points
Project and the Phalodi Ramji Project, the increases in toll rates are pre-fixed. Further, for our Short
Term projects as well as the Phalodi Ramji Project, the Solapur IRDP Project and the Vidyasagar Setu
Project, an increase in the toll rates would result in a proportionate increase in the amount payable by us
to the authorities. If the increases in tolls do not keep pace with increases in costs of materials and labour
for maintaining and operating the project or increases in interest rates payable on the loan or loans for the
project, it could have a material adverse effect on our results of operations and financial condition.

7. All our current contracts are awarded to us by government or government backed entities and may be
terminated upon the occurrence of any force majeure events or in the event of any default on part of
either party. We may not receive any compensation on account of any such termination or the amount
of compensation we receive may be less than our expected profit from the contract or the value of the
loan we have taken for the project. We are also required to indemnify such authorities under the
terms of our contracts.

All our current contracts are awarded to us by governments or government-backed entities. One of the
standard conditions in contracts awarded by governments or government-backed entities is that the
contract is liable to be terminated upon occurrence of force majeure events including act of God, war,
flood, earthquake, epidemic and certain other political events such as change in law, expropriation of
rights of the contractor or unauthorised revocation of license and permits required to perform the
obligations under the contract. Furthermore, we may be subject to loss of revenue and profit on account
of any force majeure events affecting our projects. For instance, we have incurred loss of revenue from
Hyderabad Bangalore Project on account of agitation in Seemandhra/Telengana region and have incurred
loss of revenue from the Madurai Kanyakumari Project on account of a temporary injunction from High
Court of Madras on collection of toll from certain vehicles. Whilst we have made claims against NHAI,
there is no assurance that we will receive such compensation claimed, or that the amount of
compensation we receive will be adequate to compensate the loss of revenue incurred by us.

In addition, authorities retain certain rights to terminate the contract prior to the expiration of the contract
period in the event of any failure on our part to comply with the terms and conditions of the contract. We
may not be entitled to any compensation at all for such early termination of contract by the authority on
account of our breach of the terms and conditions of the contract. Additionally, while we have a right to
terminate the contract in case of certain defaults on part of the authority as prescribed under the
respective contract, for some of our contracts, we are not entitled to any termination payment on account
of the authoritys default. Further, even in cases where we are entitled to termination payment, upon
termination due to an event of default by the authority, there is no assurance that the compensation
amount we may receive will be sufficient to cover operation and maintenance costs already incurred by
us in respect of the projects. Furthermore, any such early termination would result in us not being able to
earn the profit that we had estimated at the commencement of the project.

We have made upfront payments to the authorities under some of our contracts and there is no assurance
that we would be able to recover the entire upfront payment made by us in the event of an early
termination of the contract by the relevant authority on account of our breach of the terms and conditions
of the contract. For instance, in case of our Mumbai Entry Points Contract, we are entitled to 90% of the
debt due less insurance cover, in the event of a breach of the terms of the contract by us.

Further, under some of our OMT contracts, we are liable for any defects in the project even after the
termination of the contract. For instance, in terms of the contract dated October 25, 2010 with MSRDC

22
for the Baramati Project, we are liable for all defects and deficiencies in the project for a period of three
years after termination of the contract. Any liability arising from such defects and deficiencies may force
us to incur additional expenditure which may impact our profitability. Further, for some of our projects,
lenders have a right to substitute us with another contractor, with the approval of the authority, on the
occurrence of any material breach on our part to comply with the terms of contract for the project or any
material default on our part to make payments under the financing documents, which is not cured within
the specified cure period.

Whilst we may receive payments for early termination on account of force majeure events, the amount
received may be less than the amount of profit we would have made had we retained the right to operate
the project until the end of the contract period. The amount of compensation we receive may also be less
than the outstanding loan on the project. Additionally, we are required to indemnify such authorities for
any loss caused to them due to our act or omissions, or those of our sub-contractors. Therefore, the
termination of a contract prior to the expiration of the contract period by the authority or the enforcement
of the indemnity provided by us may have a material adverse effect on our results of operations and
financial condition. Such early termination, on account of breach of contract or an event of default by us,
may also have adverse effects on our brand value and credibility which may impact our ability to bid for
and be awarded future contracts and may result in us being blacklisted by the authorities and being
prohibited from bidding for future contracts.

8. We may be subject to penalties in case we do not comply with the terms of our contracts and in certain
cases our rights to collect toll under the contract may be suspended by the authority.

In terms of the contracts awarded to us for our projects, we are subject to penalties, including penal
interest, in the event of a failure on our part to perform our obligations or comply with the terms of such
contracts including charging tolls at a rate above the rates prescribed in the contract or delay in making
payment of installments to the authority or non performance of any maintenance or repair work or failure
to fulfill conditions precedent. The amount of penalty is governed by the terms of the contract and in
certain cases the quantum of penalty is calculated based on the amount involved in the breach. Further,
the authority has the right to encash the performance security submitted by us in the event of a failure on
our part to comply with the terms of the contract and we are required to replenish the performance
security in such cases. Under some of our contracts, the authority also has the right to terminate the
contract together with forfeiture of performance security, in the event of a failure on our part to rectify
any default within the specified period. We have been subject to penalties (including payment of penal
interest) in the past for failure to comply with the terms of our project contracts. We have received a
letter dated September 15, 2014 from NHAI claiming a penalty of ` 155.52 million for delay in
commencement of operation of the Madurai Kanyakumari Project. We have also received a letter dated
September 19, 2014 from NHAI claiming a penalty of ` 19.76 million claiming delay in compliance with
various provisions of our concession agreement with NHAI for the Hyderabad Bangalore Project. Whilst
we believe, and have claimed so in our responses to NHAI for both the aforementioned letters, that the
delay in commencement of operation and compliance with other conditions is due to delays made by
NHAI, there is no assurance that we would not have to pay the penalty claimed by NHAI. Further, there
can be no assurance that we will not be subject to such other penalties in the future. Any significant
penalty being imposed on us in the future may affect the profits that we earn from our projects and may
have a material adverse effect on our results of operations, financial condition and reputation.

Further, under the contracts for our OMT projects with NHAI, NHAI has the right to suspend our right to
collect toll for a period of up to 120 days in the event of any default on our part. We will not be entitled
to collect any toll as a consequence of the suspension which will affect our revenue from the project
during such suspension period. Further, if the cause of suspension is not rectified and the suspension has
not been removed by the end of the 120 day period, the contract is deemed to be terminated by mutual
agreement. In the event of any such suspension of rights by NHAI or any consequent termination of our
contract, our results of operations, financial condition and reputation may be adversely affected.



23
9. We may be unable to obtain adequate compensation and may face loss of revenue and profit on
account of non-fulfillment of obligations by authorities under project contracts.

In terms of the contracts that we enter into with various authorities for our projects, the authorities are
required to fulfill certain obligations including providing support to us in carrying out the activities
contemplated under the project contracts. For example, under our OMT contracts with NHAI, NHAI has
the obligation, inter alia, to maintain the highway before it is handed over to ensure safe operation and to
ensure that no government instrumentality constructs any alternate or competing roads to the highway
that has been awarded to us for collection of toll under the project. Any failure on the part of the
authorities to fulfill their obligations may result in loss of our revenue and profit generated from the
project. Whilst we are entitled to compensation in case of breach or non-fulfillment of obligations by the
authority, there is no assurance that we will be able to receive such compensation in a timely manner, or
that such compensation will be adequate to cover the loss of revenue incurred by us. For example, our
Subsidiary, MEP CB incurred loss of revenue during Fiscal 2014 due to non-fulfillment by NHAI of its
obligations under the MEP CB Concession Agreement. MEP CB has claimed a sum of ` 643.40 million
as compensation from NHAI on account of loss of revenue. Further, we have filed a writ petition against
NHAI and others before the High Court of Delhi in relation to validity of the fee notification for the
Chennai Bypass Project and non-fulfillment by NHAI of its obligations under the MEP CB Concession
Agreement. Pursuant to the order dated June 11, 2014 passed by the High Court of Delhi, NHAI issued a
letter dated August 4, 2014 permitting MEP CB to construct five additional toll booths on the Chennai
Bypass section. The High Court of Madras issued an interim injunction against setting up of the five
additional toll plazas on the Chennai Bypass section, vide order dated August 11, 2014 pursuant to a writ
petition filed against the letter issued by NHAI. For further details please see the section Outstanding
Litigation and Material Developments MEP CB Litigation against MEP CB on page 463. However,
at the subsequent meeting of the 3CGM Amicable Settlement Committee of NHAI held on August 26,
2014, it has been agreed that MEP CB shall be permitted to set up additional toll booths at five locations
to prevent toll evasion and that MEP CB can adjust the loss in revenue, as assessed by an independent
engineer, against the outstanding concession fee payable to NHAI. However, in the event that the loss of
revenue as assessed by the independent engineer is higher than the outstanding concession fee payable to
NHAI, it has been agreed that MEP CB shall forego such loss in revenue. For further details, see the
section Outstanding Litigation and Material Developments MEP CB Litigation by MEP CB on
page 463. There is no assurance that the assessment by the independent engineer would be completed in
a timely manner. Further, in the event that the loss in revenue, as assessed by the independent engineer is
higher than the outstanding concession fee payable to NHAI, we would not be able to recover our loss
fully. Any non-fulfillment of obligations by the authorities in the future resulting in a loss of revenue
would have adverse effects on our results of operations and financial condition.

10. We have a substantial amount of indebtedness, which requires significant cash flows to service such
debts and will continue to have substantial indebtedness and debt service obligations following the
I ssue. Certain restrictive covenants in relation to this indebtedness limit our ability to operate freely
and our inability to meet our obligations could adversely affect our business and results of operations.

As of August 31, 2014, our Company had a total secured indebtedness (including interest, liquidated
damages and other charges but excluding interest accrued but not due) of ` 32,416.06 million (fund
based) and 3,930.11 million (non fund based) on a consolidated basis and ` 2,106.21 million (fund
based) and 1,880.23 million (non fund based) on a standalone basis. For details, see the section
Financial Indebtedness on page 430. We may incur additional indebtedness in the future.

Our contracts may require us to make substantial upfront payments and/or provide bank guarantees to
the relevant authorities. We intend to finance a substantial majority of the upfront payments with third
party debt. There can be no assurance that third party debt would be available to us when we require the
same. Further, our ability to meet our debt service obligations and repay our outstanding borrowings will
depend primarily on the revenues generated by our business. We cannot assure you that we will generate
sufficient revenues to service existing or proposed borrowings or fund other liquidity needs. Increasing
our level of indebtedness also has important consequences to us such as:


24
increasing our vulnerability to general adverse economic, industry and competitive conditions;

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

limiting our ability to borrow additional funds.

Our financing agreements contain certain restrictive covenants and events of default that limit our ability
to undertake certain types of transactions, which may adversely affect our business and financial
condition. Further, we provide bank guarantees to secure obligations under the respective contracts for
our projects. If we are unable to provide sufficient collateral to secure the bank guarantees or
performance bonds, our ability to enter into new contracts could be limited. We may not be able to
continue obtaining new bank guarantees and performance bonds in sufficient quantities to match our
business requirements. Many of our financing agreements also include various conditions and covenants
that require us to obtain lender consents prior to carrying out certain activities or entering into certain
transactions. These financing agreements also require us to maintain certain financial ratios. Covenants
under our financing agreements include restrictions on:

alteration of our capital structure in any manner;

formulation of any scheme of amalgamation or reconstruction;

creating a lien beyond a specified limit over our equity interest in the entities that are operating our
projects or on hypothecated assets or any part thereof;

making certain restricted payments (including declaration of dividend for any year except out of profits
for the year and after meeting the banks obligations);

prepaying any indebtedness prior to its maturity date;

making capital expenditure, unless certain conditions are satisfied;

incurring additional indebtedness;

undertaking any guarantee obligations on behalf of any other person;

undertaking sale or other disposition of assets;

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

undertaking change or expansion in scope of business; and

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

Further, under the terms of certain financing agreements entered into by us or our subsidiaries, pledge
has been created, in favour of the lenders, over all existing and future assets of the respective entities that
are operating the projects for which financing has been availed. Such pledge may be invoked by the
lenders in the event of defaults under the respective financing agreements.

Failure to meet the conditions listed above or obtain consents from lenders as may be required, could
have significant consequences for our business. Further, our future borrowings with respect to our
projects may contain similar restrictive provisions. Most of our financing arrangements are secured by
our movable and immovable assets. Our accounts receivables are subject to charges created in favour of
specific secured lenders. Further, certain shares held by our Company in its Subsidiaries are pledged
with the lenders in terms of our financing agreements. Some of our financing agreements stipulate
creation of escrow account to which our revenue from the relevant project is deposited with defined

25
outflows from such escrow account. The amounts deposited in the escrow account can be appropriated
only in accordance with the relevant escrow agreement which restricts our ability to utilise the revenue
from such projects in the manner we desire.

In the event we are required to refinance any part of our debt upon or prior to maturity, there can be no
assurance that we would be able to obtain such refinancing for debt on commercially reasonable terms,
or at all. Additionally, if we fail to meet our debt service obligations, covenants or approvals to
undertake certain transactions provided under the financing agreements, the relevant lenders could
declare us in default under the terms of our agreements, accelerate the maturity of our obligations,
terminate existing credit facilities, take over the financed project and/or trigger cross-defaults under
certain of our other financing agreements. We cannot assure you that, in the event of any such
acceleration or cross-default, we will have sufficient resources to repay these borrowings. Further, if we
default on our obligations under our financing agreements, then the relevant authority granting us the
project also, in certain instances, has the option to terminate the contract without paying us any
compensation and we may have to make arrangements to repay the outstanding debt to our lenders. Our
failure to meet our obligations under the debt financing agreements could have an adverse effect on our
business and results of operations. For further details, see the section Financial Indebtedness on page
430.

11. I n terms of certain financing arrangements entered into by our Company and Subsidiaries, we require
consents from the lenders for undertaking certain corporate actions, including for undertaking
activities in relation to the I ssue, all of which have not been obtained as on date. Any failure to obtain
such consents will result in a default under the terms of the relevant financing documents.

Our Company and Subsidiaries have availed loans pursuant to various financing agreements entered into
with the lenders. In terms of these financing documents, our Company and our Subsidiaries are required
to obtain consents from the lenders for certain actions, including, inter alia, undertking the Issue, making
investments in our Subsidiaries for prepaying loans including those proposed to be prepaid from the Net
Proceeds. Whilst we have applied to the lenders for consent to prepay the loans mentioned in the section
Object of the Issue, our Company has yet not obtained consents from: (i) Allahabad Bank for investing
the Net Proceeds into MIPL for the purpose of prepaying the loans availed by MIPL; and (ii) Canara
Bank for prepaying the loan availed by MIPL from Canara Bank which is proposed to be prepaid by
utilising the Net Proceeds.

Additionally, our Company has allotted 11,494,250 Equity Shares to ITIPL, our Corporate Promoter, on
May 28, 2014. Our Company has made applications to four lenders whose consent was required to
undertake such allotment, in terms of the respective financing documents. However, our Company is yet
to receive consents from three of the lenders to whom such applications were made.

There is no assurance that we will be able to obtain the outstanding consents, as mentioned above, in a
timely manner or at all. Failure to obtain any of the required lender consents may constitute a breach of
the terms of the relevant financing documents. Any default under the financing documents may enable
the relevant lender to cancel any outstanding commitments, accelerate the repayment and enforce their
security interests. If our obligations under any of the financing documents are accelerated, our financial
condition and operations could materially and adversely be affected.

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

Substantially all of our indebtedness is on a floating interest rate basis and our projects, involving
substantial upfront payments, involve a substantial debt component. Accordingly, the profitability of our
projects is affected by, among other things, the prevailing interest rates. Changes in prevailing interest
rates affect our interest expense in respect of our borrowings and our interest income in respect of our
interest on short term deposits with banks. Most of our current debt facilities carry interest at floating
rates with the provision for periodic reset of interest rate spread. For Fiscal 2014, Fiscal 2013 and Fiscal

26
2012, payment on account of finance cost amounted to 30.62%, 28.92% and 33.13%, respectively, of the
total revenue of our Company on a consolidated basis.

From March 31, 2011 to March 31, 2012, 2013 and 2014, the repo rate prescribed by the RBI increased
from 6.75% to 8.50%, 7.50% and 8.00%, respectively. (Source: www.rbi.org.in)

A further increase in interest rates (or the current high interest rate environment not changing) may have
an adverse effect on our results of operations and financial condition. While we could consider re-
financing the loan or hedging interest rate risks in appropriate cases, there can be no assurance that we
will be able to do so on commercially reasonable terms, that our counterparties will perform their
obligations, or that these agreements, if entered into, will protect us adequately against interest rate risks.
Further, if such arrangements do not protect us adequately against interest rate risks, they would result in
higher costs.

13. Our J oint Statutory Auditors have included certain statements in relation to matters specified in the
Companies (Auditors Report) Order, 2003, in the annexure to the audit report on our Restated
Standalone Financial I nformation.

In connection with the audits of our financial information, our Auditors have noted certain statements
with respect to certain matters specified in the Companies (Auditors Report) Order, 2003, as amended, in
the annexures to their audit reports for Fiscal 2014, Fiscal 2013, Fiscal 2012, Fiscal 2011 and Fiscal
2010. Such statements note that there were instances of (i) delays in payment of wealth tax during Fiscal
2012, 2011 and 2010; (ii) slight delays in depositing provident fund, employees state insurance, income
tax and sales tax dues and major delays in depositing works contract tax and interest on delayed payment
of TDS during Fiscal 2013 and Fiscal 2014; (iii) delay in certain required prepayment of loans during
Fiscal 2013; and (iv) delay in repayment of principal dues to certain lenders during Fiscal 2014. For
details of certain statements / comments that do not require any adjustment in the Restated Standalone
Financial Information, see the section Financial Statements - Annexure IVB (Clause 5) on page 264. If
any such qualifications/reservations or observations are included in the auditors report for our financial
information in the future, the trading price of the Equity Shares may be adversely affected.

14. We have over 3,700 employees and over 1,100 individuals employed on contract basis. We are subject
to risks relating to employee retention and management, especially those operating our toll plazas.

We are dependent on our large workforce for the operation of our projects and as of August 31, 2014, we
had 3,798 employees, of which 3,518 employees were engaged as toll operational staff. We currently
have operations in nine states and a culturally diverse workforce, which creates challenges in employee
retention and management. The rate of attrition of our toll operational staff has historically been high
owing to various factors beyond our control, including a comparatively more comfortable working
environment at other work places such as shopping malls and logistics parks. We, however, have
historically faced very low attrition at middle and top management levels. In this context, at levels facing
high attrition, we employ various options to retain employees such as increasing salary levels. In
addition, we use contract labour from time to time to for ancillary services at different toll plazas. For
instance, as of August 31, 2014, we had 1,132 individuals employed on contract basis, who have been
hired through various agencies. If the attrition rate increases substantially in the future and if we are
unable to maintain our workforce at the minimum required levels, our ability to operate our projects may
be adversely affected and will be in breach of our contractual obligations. Further, if we are forced to
materially increase our compensation levels to retain such workforce, it may lead to material additional
costs, leading to an adverse impact on our profitability, results of operations and financial condition.

15. Our results of operations could be adversely affected by strikes, work stoppages or increased wage
demands by employees, as well as due to unavailability of a sufficient pool of contract labour.

Our employees are currently not represented by any labour union. Whilst we have not faced any strikes
or material work stoppages in the past and consider our current labour relations to be satisfactory, there
can be no assurance that future disruptions will not be experienced due to disputes or other problems

27
with our work force, which may adversely affect our business and results of operations. We use contract
labour from time to time to for ancillary services at different toll plazas and as of August 31, 2014, we
had 1,132 individuals employed on contract basis, who have been hired through various agencies. If
sufficient pool of contract labour is not available, our business and results of operations may be
adversely affected.

16. Failure to achieve financial closure within a stipulated period of time for our future OMT projects
would attract penalty and may also lead to termination of the contract.

The terms of our contracts for our OMT projects, require us to achieve financial closure for the projects
within a stipulated period from the date of signing of the contract or the date of the letter of acceptance,
as the case may be. If we are unable to achieve financial closure within the stipulated period, then the
contract contemplates payment of damages to the relevant entity. For instance, the entire bid security
amount paid by us may be appropriated as damages by the relevant entity, in the event of our failure to
achieve financial closure within the specified time. The contracts for our OMT projects also provide that
in the event the financial closure is not achieved within the stipulated date or the extended date, the
contract shall be deemed to have been terminated by mutual consent of the parties. The contracts that we
may enter into in future may have similar or more stringent terms. We cannot assure you that we will be
able to achieve financial closure in time or at all for our future projects. Any delay in achieving financial
closure could result in us having to pay damages as per the terms of the contract or the contract being
terminated in accordance with its terms, thereby adversely affecting our financial condition, cash flows
and results of operations.
17. Failure to provide performance security may result in forfeiture of bid security or earnest money
deposit and termination of the relevant tolling contract thereby affecting our results of our operations,
financial condition and our prospects.

We are required to deliver a performance security to the authority in terms of the contract entered into
with the authority and are also required to ensure that the performance security is valid and enforceable
until the expiry of the contract or until we remedy any defects during the defects liability period or until
such other period as is stipulated under the relevant contract. If we are not able to provide/extend the
performance security within the stipulated period with respect to the project, then the relevant contract
may be terminated and the bid security or the earnest money deposit provided can be encashed, which
could have a material adverse effect on our prospects. It may also result in us being blacklisted by the
authority affecting our ability to bid for future tenders or secure future contracts with the authority.
Further, the authority has the right to encash the performance security submitted by us in the event of a
failure on our part to comply with the terms of the contract and we are required to replenish the
performance security in such cases. Any failure on our part to replenish the performance security within
the stipulated period may result in the contract being terminated which could have a material adverse
effect on our business and results of operations.

18. Most of our long-term projects are held through our Subsidiaries and are subject to restrictions (with
respect to disposition of shares held by us in such Subsidiaries which are implementing the projects),
and we are liable for acts done by such Subsidiaries until such projects achieve their commercial
operation date.

Our Long Term projects; except the ITEL Project, Kalyan-Shilphata Project and Mahua-Hindaun-
Karauli Project; are held through our Subsidiaries. For details, see the section Our Business on page
145. Such Long Term projects held through our Subsidiaries, which are also our material projects,
contributed 57.36%, 29.79% and 33.29% of our total revenue on a consolidated basis for Fiscal 2014,
Fiscal 2013 and Fiscal 2012, respectively. Under the terms of the contracts for our OMT projects with
NHAI, we are required to retain (along with other consortium members) 51% of the share capital of the
Subsidiary operating the project, for the contract period and any change of control over such Subsidiary
(which, under the OMT contracts with NHAI, includes transfer of legal/beneficial ownership or control
over 15% of the equity of such entity) requires the prior approval of the authority concerned. Our
Company has entered into a share purchase agreement dated November 29, 2013 with IEPL and MEP

28
HB for purchase of 4,790 equity shares, constituting 47.90% of MEP HB from IEPL. MEP HB has made
an application dated August 20, 2013 to NHAI for such transfer and this consent has not been received
as on the date of this Draft Red Herring Prospectus. MEP CB has also made an application dated
September 21, 2013 to NHAI for transfer of 4,900 shares from our Company to MEP Toll Gates Private
Limited and this consent has not been received as on the date of this Draft Red Herring Prospectus.
Under the Mumbai Entry Points Contract, our Company is required to hold a minimum of 26% of the
share capital of MIPL during the contract period. Such restrictions may adversely affect our ability to
raise funds, if necessary, by selling a substantial stake or effecting change of control in any of our
projects. Any delay or failure to obtain approval of the authority may result in a delay in execution of our
growth plans and may in turn have an adverse effect on our business.

Further, under the terms of the OMT contracts with NHAI, our Company (as a member of the
consortium which was awarded the bid) is liable for all acts of such subsidiary until the commercial
operation date for that project is achieved. Furthermore, under the contract for the Solapur toll collection
project, while the rights and benefits accorded to our Company have been assigned to the relevant
Subsidiary undertaking the project, our Company continues to be responsible to MSRDC for all the
liabilities under the contract. In the event of insolvency and consequent winding up of any such
Subsidiary, our Companys claims to the assets of such Subsidiary, as a shareholder, would remain
subordinated to claims of lenders or other creditors. Similarly, if any liability for any acts of our
Subsidiary crystallizes upon us, it could have a material adverse effect on our results of operations,
financial condition and cash flows.

19. We derive substantial portion of our total revenue on a consolidated basis from Short Term projects
which are terminable unilaterally by the authorities without assigning any reason.

Out of the 23 ongoing toll collection projects operated by us, 16 are Short Term Projects. A substantial
portion of our total revenue on a consolidated basis is derived from our Short Term projects which
accounted for 37.52%, 67.70% and 60.83% of our total revenue on a consolidated basis for Fiscal 2014,
2013 and 2012, respectively. All our Short Term Projects are terminable by the authorities without
assigning any reason. There is no assurance that we would receive any compensation on account of such
early unilateral termination of these short term contracts or that the compensation so received shall be
sufficient to cover the cost incurred or to fulfill any debt obligation for such project. Any such early
termination may result in us losing the cost incurred by us for operating such projects and may lead to
losses or lower than expected profits on such contracts.

Further, there is no assurance that we will be able to obtain re-award of these Short Term projects upon
expiry of the contract period. Failure to obtain re-award of the Short Term projects could adversely
affect our business and financial condition.

20. Our Companys ability to pay dividends in the future will depend on our future earnings, financial
condition, cash flows and capital expenditure and there is no assurance that our Company will be able
to pay dividends in the future.

Our Company has not declared any dividends in the last five years. For details of our Companys
dividend policy, see the section Dividend Policy on page 255. Our Companys ability to pay dividends
in the future will depend on various factors including our earnings, financial condition and capital
requirements and that of our Subsidiaries and the dividends they distribute to us. Our business model
involves substantial upfront (or periodic) payments to statutory authorities towards bids awarded to us
and some capital expenditure (to the extent required for operation and maintenance purposes under our
OMT contracts and expenses of setting up tolling booths) and the recovery of the same (specially for
long term contracts) is spread over a number of years. There is no assurance that we would have
sufficient profitability and cash flow to pay dividends to the Shareholders. Additionally, our Companys
ability to pay dividends is also restricted under certain financing arrangements. For details, see the
section Financial Indebtedness on page 430. There is no assurance that our Company will, or will have
the ability to, declare and pay any dividend in the near or medium term and our future dividend policy

29
will depend on our capital requirements and financing arrangements in respect of our projects, financial
condition and results of operations.

Further, our Companys ability to pay dividend will depend on dividend payout and other distributions
from Subsidiaries. Any restriction on the Subsidiaries ability to make dividend pay outs or other
distributions may adversely affect our results of operations.

21. We face significant competition and if we fail to compete effectively it will have an adverse effect on
our prospects.

We operate in a competitive environment. Some of our competitors may have greater financial resources
than us. Further, some of our competitors may be bigger than us in business volume and may have
greater financial capacity than us which enables them to undertake larger projects or to obtain better
financing arrangements. Whilst we believe that we have sufficient track record and experience in
undertaking toll management and OMT projects, there can be no assurance that we can continue to
effectively compete with our competitors in the future. Any failure to compete effectively may have an
adverse effect on our future earnings, business, financial condition and results of operations. For more
information concerning our competitors, see the section Our Business - Competition on page 177.

22. The Promoter Group of our Company does not include Virendra D. Mhaiskar, son of Dattatray P.
Mhaiskar and brother of J ayant D. Mhaiskar, our individual Promoters, or any entity in which
Virendra D. Mhaiskar may have an interest.

The Promoter Group of our Company does not include Virendra D. Mhaiskar, son of Dattatray P.
Mhaiskar and brother of Jayant D. Mhaiskar, our individual Promoters, or any entity in which Virendra
D. Mhaiskar may have an interest. Our Promoter, Jayant D. Mhaiskar has disassociated from the
businesses of Virendra D. Mhaiskar. However, there are no formal disassociation arrangements between
Jayant D. Mhaiskar and Virendra D. Mhaiskar. Further to the disassociation, Virendra D. Mhaiskar and
any entity in which Virendra D. Mhaiskar may have an interest are not included in the Promoter Group
of our Company since Virendra D. Mhaiskar has refused to provide any information pertaining to
himself or any such entities.

23. We have no prior experience in bidding for and executing projects in joint venture with third parties
(other than members of our Promoter Group). We cannot assure that we would be able to successfully
bid for and execute such projects in joint venture with third parties.

For the purposes of meeting pre-qualification criteria, obtaining local expertise or other business
considerations, we may need to enter into joint ventures, consortiums or other similar arrangements with
third parties (not forming part of our Promoter Group). These arrangements normally provide for joint
and several responsibility and liability of all joint venture partners for the implementation of the project
and the success of these joint ventures depends significantly on satisfactory performance by the joint
venture partner(s) and fulfillment of their obligations. If a joint venture partner fails to perform its
obligations satisfactorily, we may be required to incur additional expenditure to ensure the adequate
performance and delivery of the contracted services or make payments on behalf of the joint venture
partner(s), which could adversely affect the profitability of the contract. We have no prior experience in
bidding for and executing projects in joint venture with third parties (other than members of our
Promoter Group) and may face difficulties in executing such projects. We may also be subject to liability
claims for the work performed by the joint venture partner(s). Further, we and the joint venture partners
may not agree on courses of action in respect of the project, which could cause delay or additional costs
in its execution. Lenders to such projects may also seek joint and several guarantees of all joint venture
partners for repayment of dues from the relevant SPV. Any of the above factors could have a material
adverse effect on our business, results of operations or financial condition.

We would also need the co-operation and consent of the joint venture partner(s) in connection with the
operations of any project to be executed in a joint venture, which may not always be forthcoming and we

30
may not be successful at managing such relationships. Any such disputes with the joint venture partners
could have a material adverse effect on our business, results of operations or financial condition.

24. Leakage of tolls collected at our projects may adversely affect our revenues and earnings.

Collection of tolls at our projects is primarily and significantly dependent on the integrity of toll
collection systems. If toll collection is not properly monitored, leakage may reduce our toll revenue. The
toll revenue may be reduced through non-payment of toll by users, fraud or technical faults in our
systems. We have, in the past, faced certain instances of minor leakage of tolls collected. Whilst we
believe we have an efficient toll collection and remittance system in place, any significant failure by us
to control leakage in toll collection systems, could have a material adverse effect on our business, results
of operations and financial condition.

25. We are required to meet specifications and standards of operation and maintenance in relation to our
OMT projects. We may be subject to increase in operation and maintenance costs to comply with such
specifications and standards, which may adversely affect our business, financial condition, cash flows
and results of operations.

The contracts for our OMT projects specify certain operation and maintenance standards and
specifications to be met by us while undertaking our operation and maintenance activities. The cost of
carrying out operation and maintenance activities for all our projects was 64.63%, 64.00% and 58.76%
of our total revenue on a consolidated basis for Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively.
These specifications and standards require us to incur operation and maintenance costs on a regular
basis. The operation and maintenance costs depend on various factors and may increase on account of
factors beyond our control such as:

unanticipated increases in material and labour costs;
the standards of maintenance or road safety applicable to our projects prescribed by the relevant
regulatory authorities;
we being required to restore our projects in the event of any landslides, floods, road subsidence,
other natural disasters, accidents or other events causing structural damage or compromising
safety; or
higher axle loading, traffic volume or environmental stress leading to more extensive or more
frequent heavy repairs or maintenance costs. The cost of major repairs may be substantial and
repairs may adversely affect traffic flows.
An increase in operation and maintenance expenses beyond the amounts budgeted by us at the time of
bidding may have a material adverse effect upon the profitability of that project and may materially
affect our results of operations and financial condition. Any failure to meet quality standards may expose
us to the risk of penalties during the contract period when our obligations are secured by performance
guarantees.

26. Our ability to negotiate standard form of Government contracts may be limited and we may be
required to accept unusual or onerous provisions in such contracts, which may affect the efficient
execution and profitability of our projects.

Counterparts to all our project contracts are Government authorities and our ability to negotiate the terms
of contracts with Central and State Government authorities is limited and we may be required to accept
unusual or onerous provisions in such contracts in order to be engaged to execute such projects. For
example, the terms laying out our obligations as well as tolling rates for our projects are determined by
the Government entities and we are not permitted to amend such terms or tolling rates. The toll rates set
by Government entities depend on various factors such as inflation rate, nature/category of vehicles that
use the roads that make up our projects, tollable length of normal stretch, length and cost of bypasses,

31
cost of permanent bridge or tunnel, structures. We cannot assure that the tolling rates set would be
sufficient to recover our costs. Additionally, our ability to receive compensation on account of
termination by the Government entities is limited. Further, under our OMT contracts with NHAI, NHAI
has the right to change the scope of work to include additional work which was not contemplated at the
time of execution of the contract. Additionally, all our Short Term Projects and some of our Long Term
Projects for collection of toll provide the Government authority with a right to terminate the contract
unilaterally without assigning any reason. These onerous conditions in the Government contracts may
affect the efficient execution of these projects and may have adverse effects on our profitability. For
further details of contracts for our projects, see the section Description of Certain Key Contracts on
page 179.

27. Our insurance coverage may not adequately protect us against all material hazards.

We are insured against a majority of the risks associated with our business, such as loss of money in
transit and loss due to fire, flood, theft, riots, landslide, storm, impacts from vehicles and other accidents
caused to operational roads, toll plazas and toll booths forming part of a project. We have also obtained
add-on insurance covers for some of our projects for loss or damage resulting from earthquakes and acts
of terrorism. Further, we have also obtained insurance policies to cover workmen compensation for
certain category of employees. For our OMT projects, we have obtained general public liability/ special
contingency liability insurance policies, which provide us with indemnity against liability to pay
damages to third party claims for bodily injury or damage to property caused by an accident. Under
certain of our contracts, we are required to obtain insurance for the project undertaken by us. While we
believe that the insurance coverage which we maintain would be reasonably adequate to cover the
normal risks associated with the operation of our business, there can be no assurance that any claim
under the insurance policies maintained by us will be honoured fully, in part or on time, or that we have
taken out sufficient insurance to cover all material losses. Further, proceeds of any insurance claim may
be insufficient to cover the re-building costs on account of inflation and other factors. To the extent that
we suffer damage or losses for which we are unable to obtain insurance, or which fall out of or exceeds
our insurance coverage, such loss would have to be borne by us and our financial condition and results of
operations may be adversely affected.

28. All projects we operate have been awarded primarily through competitive bidding process. Our bids
may not always be accepted. Our prospects would be materially and adversely affected if we fail to
obtain new contracts.

As a part of our business, we bid for projects on an ongoing basis. Projects are awarded following
competitive bidding processes and satisfaction of prescribed pre-qualification criteria. While service
quality, technological capacity and performance, health and safety records and personnel, as well as
reputation and experience and sufficiency of financial resources are important considerations in authority
decisions, there can be no assurance that we would be able to meet such qualification criteria,
particularly for larger projects, whether independently or together with other joint venture partners (if
any).
Further, once the prospective bidders satisfy the pre-qualification requirements of the tender, the project
is usually awarded based on the quote by the prospective bidder. We spend considerable time and
resources in the preparation and submission of bids. We cannot assure you that we would bid where we
have been prequalified to submit a bid or that our bids, when submitted or if already submitted, would be
accepted.
If we are not able to pre-qualify in our own right to bid for larger projects, we may be required to partner
and collaborate with other companies in bids for such projects. If we are unable to partner with other
companies or lack the credentials to be the partner-of-choice for other companies, we may lose the
opportunity to bid for large toll collection and OMT projects, which could affect our growth plans.
Additionally, the Government conducted tender processes may be subject to change in qualification
criteria, unexpected delays and uncertainties. There can be no assurance that the projects for which we

32
bid will be tendered within a reasonable time, or at all. In the event that new projects which have been
announced and which we plan to bid for are not put up for tender within the announced timeframe, or
qualification criteria are modified such that we are unable to qualify, our business, prospects, financial
condition, cash flows and results of operations could be materially and adversely affected.
The growth of our business mainly depends on our ability to obtain new contracts in OMT and toll
collection businesses. We are not in a position to predict whether and when we will be awarded a new
contract. Our future results of operations and cash flows can fluctuate materially depending on the timing
of contract awards.
Further, all our ongoing projects have been awarded to us for a definite term and the relevant authorities
may float tenders for such projects after expiry of the current term. There is no assurance that we will be
awarded such projects at the end of the tender process.
29. Our revenues typically tend to fluctuate on a seasonal basis which may adversely affect our financial
performance.

Traffic volumes and consequently our revenues, typically register a decrease during monsoon on account
of a decrease in number of persons travelling by road and a reduction in the cargo traffic. Additionally,
heavy or unseasonal rains or other adverse weather conditions could adversely affect tolling operations at
any of our projects, forcing us to temporarily suspend road availability and/or toll collection. Our
maintenance expenses (in OMT contracts) also tend to be higher during monsoons, on account of
additional expenses on road maintenance. Such fluctuations may impact comparison of our reported
quarterly financial performance across quarters upon the listing of our Equity Shares.

30. Traffic saturation may occur on certain of our toll roads and an inability to resolve this problem could
adversely affect the results of our operations.

Toll roads that are part of the projects operated by us may experience high traffic levels and congestion
at certain times of the day or on certain days of the week. Although we may consider possible solutions
and take appropriate steps in order to ease traffic flow and reduce congestion on such roads, there can be
no assurance that the saturation problems will be resolved under conditions that are economically
satisfactory to us. This could also lead to user dissatisfaction and could potentially reduce the traffic
volume which may adversely affect our business, financial condition and results of operations. Further,
under some of our contracts, we are required to ensure that no vehicle has to wait for more than a
specified period of time at the toll collection booth. Our inability to take appropriate steps to ease traffic
flow and reduce congestion in the event of a traffic saturation problem, may therefore result in a breach
of such contract giving a right to the authority to terminate the contract, which may adversely affect our
business, financial condition and results of operations.

31. We sub-contract part of the work in our OMT contracts to third parties. We would be liable for any
delay or default by such sub-contractor. Sub-contracting of maintenance activities requires prior
approval from the authorities and failure to obtain such approvals would result in a breach of the
terms of the project contracts.

We sub-contract part of the work in our OMT contracts to contractors, including third parties. Currently,
the maintenance activities under our OMT projects with NHAI and the RGSL Project have been sub-
contracted to MHSPL and further, by MHSPL to A N Enterprises Infrastructure Services Private
Limited. Further, the maintenance activities under our Mumbai Entry Points Contract have been sub-
contracted to our Company and further, by our Company to A N Enterprises Infrastructure Services
Private Limited. Any selection or replacement of a sub-contractor for maintenance activities under our
OMT contracts with NHAI, requires prior approval of NHAI. Whilst we had applied to NHAI for its
approval prior to sub-contracting the activities to MHSPL, MHSPL has commenced carrying out such
activities pending receipt of the approvals. There is no assurance that we will receive the approval from
NHAI and in the absence of such approval, sub-contracting of maintenance activities to MHSPL would
not be in compliance with the provisions of our OMT contracts with NHAI and may result in termination

33
of the OMT contracts in the event it results in a material adverse effect on NHAI. Additionally, we are
liable to the authorities for any acts or omissions of our sub-contractors to the same extent as our own
acts and omissions and to indemnify them for any loss caused to them in this regard. We are also liable
for any breach or non compliance by the sub-contractor of any terms of OMT contracts. Whilst we are
indemnified by the sub-contractors for any loss or damages caused to us on account of their acts or
omissions, there is no assurance that the amounts that we recover from such sub contractors would cover
the actual loss or damage incurred by us, including any penalties imposed by NHAI. Imposition of such
costs and non-recovery from sub-contractors could have a material adverse effect on our business, results
of operations and financial condition.

32. Tolling operations as well as OMT contracts involve increasing use of technology. I f we are unable to
successfully implement new technologies, we may be unable to compete effectively, which may lead to
higher costs and loss of business.

Our business requires us to keep pace with technological advancements and we believe tolling operations
as well as operation and maintenance activities will require increased use of technology, to save time and
decrease costs. Our future success depends in part on our ability to respond to technological
advancements and emerging standards and practices on a cost-effective and timely basis, both in tolling
operations as well as in operation and maintenance activities in our OMT contracts. Our failure to
successfully adopt such technologies in a cost effective and a timely manner could increase our costs (in
comparison to our competitors who may be able to successfully implement such technologies) and lead
to us bidding at lower margins/loss of bidding opportunities vis--vis such competitors. Additionally,
government authorities may require adherence with certain technologies in the execution of projects and
we cannot assure that we would be able to implement the same in a timely manner, or at all. Further,
some of our contracts require us to upgrade the tolling facilities with the latest technology as suggested
by the authority and our inability to meet with such requirements would result in a breach of term of the
contract. Further, implementation of such technology may not be cost effective, thereby negatively
impacting our profitability. Any of the above events may adversely affect our business, results of
operations, financial condition as well as our prospects.

33. We are substantially dependent on our I T systems and any disruptions in our I T systems could
materially affect our operations.

We are substantially dependent on our IT systems for our day-to-day operations, including those at our
toll plazas. We use a mix of semi-automated and fully automated toll collection system at our toll booths
to collect and store traffic and payment data and use security systems and equipment at our toll booths
including video and image capturing equipment to minimize cash pilferage. We also deploy infrared
based toll revenue audit systems at some of our projects and undertake video-based monitoring of the
operations at the projects through a centralised control room at our head office. Any disruptions in the IT
systems in the future could adversely affect the functioning of our toll plazas resulting in vehicles having
to wait longer at the toll plazas and may impact recovery of toll at the plazas which use electronic toll
collection systems, for the period of such disruption, adversely affecting our business for such period.

34. We may face local opposition or politically supported protests against collection of tolls at our projects
which may have an adverse impact on our business, cash flows and results of operations.

Multiple toll road projects being set up along with rising fuel prices may lead to public resistance to
paying toll charges on our road projects, which may have an adverse impact on our business, cash flows
and results of operations. Specifically, we may face local oppositions or politically supported protests
against collection of tolls at our projects. We have in the past experienced such oppositions at our toll
plazas including certain toll plazas in our Mumbai Entry Point project and the RGSL Project. Further, we
may also face oppositions against any increase in the existing toll rates for our projects. Such oppositions
and protests could result in disruption of operations at our projects and there can be no assurance that
disruptions will not be experienced in the future due to local oppositions against toll collection or
increase in the existing toll rates, which may adversely affect our business and results of operations.


34
35. Projects awarded to us may be subject to litigation by unsuccessful bidders. We may be required to
incur substantial expenses in defending such litigation and there is no assurance that we would
prevail in litigation.

Projects awarded to us in the recent past have been subject to litigation by unsuccessful bidders. While
we have been successful in such litigation in the past resulting in the projects being granted to us, there is
no assurance that we would prevail in any such legal proceedings going forward. Legal proceedings may
result in delay in award of the projects and/or notification of appointed dates, for the bids where we have
been successful, which may result in our having to retain resources which remain unallocated, thereby
affecting our results of operations. Further, we may be required to incur substantial expenditure and
spend considerable time and resources in defending such legal proceedings. Losses in any such
proceedings may lead to termination of a contract awarded to us, which could have a material adverse
effect on our future revenues and profits.

36. We have no prior experience in developing land and we may not be able to successfully develop the
land leased to BTPL pursuant to the concession agreement for the Baramati Project. Further, we are
required to share the excess revenue generated, if any, from the leased plot with MSRDC.

BTPL has been granted a plot admeasuring 8 hectares 42R in Baramati on lease (the Leased Premises),
by MSRDC through a lease deed dated May 10, 2012 (the Lease Deed), pursuant to the concession
agreement dated October 25, 2010 between BTPL and MSRDC for the Baramati Project. BTPL has the
right to use the Leased Premises for commercial purposes including the right to build, manage and
operate any building or any permanent structures. The lease is for a period of 93 years from the date of
the Lease Deed and is valid for an initial period of 30 years to be renewed for a further term of 30 years
which will thereafter be renewed for the remaining term of 33 years. Successful utilisation of the land
depends on various factors including identifying suitable commercial purpose, receipt of necessary
permits and approvals and timely completion of construction. We have no prior experience in land
development and there is no assurance that we will be able to successfully exploit the Leased Premises
or at all. Any failure or delay in successful commercial utilisation of the Leased Premises may have an
adverse effect on our financial condition.

Further, in terms of the Lease Deed, in the event that the revenue generated from the Leased Premises is
in excess of the revenue projected at the time of making the bid, we are required to the share the excess
revenue generated from the Leased Premises with MSRDC.

37. We may have to incur losses for the Baramati Project in the event the termination is not accepted by
the authority.

Our Subsidiary BTPL has signed a concession agreement for the Baramati Project awarded by MSRDC
(the BTPL Concession Agreement). BTPL has issued notices to MSRDC terminating the Baramati
Project and demanding termination payment from MSRDC on account of delay caused by MSRDC in
handing over possession of land for development amounting to failure to fulfil certain key conditions
precedent under the BTPL Concession Agreement. However, MSRDC has not yet accepted the
termination notices and accordingly the termination process has not been completed. MSRDC and the
Public Works Department, Maharashtra (the PWD), have sought an undertaking from BTPL to return
any amount paid to BTPL in excess of the amount determined by MSRDC and that neither the PWD nor
MSRDC shall be responsible for the repayment of any loan availed by BTPL on the basis of the land to
be transferred to BTPL for development in relation to the Baramati Project. BTPL is continuing to
operate the BTPL Project currently, pending completion of the termination process. Whilst BTPL has a
right to terminate the BTPL Concession Agreement in the event of non-fulfilment of obligations by
MSRDC, there is no assurance that BTPL will be able to enforce its rights under the BTPL Concession
Agreement. In the event that BTPL is unable to enforce its termination rights, it may be required to
complete the project as per the terms of the BTPL Concession Agreement signed in October 2010 and
may have to incur losses, on account of non-realisation of expected income from development of land.
There is no assurance that BTPL will be able to recover the losses from the toll that they are entitled to
under the BTPL Concession Agreement.

35

In the event that BTPL decides not to continue with the project there is no assurance that it will be
successful in recovering the termination payments from MSRDC that it is entitled to under the BTPL
Concession Agreement.

38. Our inability to obtain, renew or maintain the statutory and regulatory permits and approvals required
to operate our business could have a material adverse effect on our business.

We require certain statutory and regulatory permits and approvals for our business. Additionally, we may
need to apply for further approvals in the future including renewal of approvals that may expire from
time to time. Further, we are also required to obtain various approvals for the purpose of operating our
projects. There can be no assurance that the relevant authorities will issue such permits or approvals in
the timeframe anticipated by us or at all. For instance, we have not made applications for labour license
for the Dankuni and Palsit toll plazas and the Vidyasagar Setu Project due to non-receipt of the requisite
forms from NHAI and HRBC, respectively, to be submitted to the relevant licensing officers for these
projects. Our applications for labour licenses for the Dankuni and Palsit toll plazas were rejected by
NHAI due to, inter alia, non-submission of the correct Form V which we are yet to receive from NHAI.
Failure by us to renew, maintain or obtain the required permits or approvals at the requisite time may
result in the interruption of our operations and may have an adverse effect on our business, financial
condition and results of operations. Further, we cannot assure that the approvals, licenses, registrations
and permits issued to us would not be suspended or revoked in the event of non-compliance or alleged
non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Any failure to
renew the approvals that have expired or apply for and obtain the required approvals, licenses,
registrations or permits, or any suspension or revocation of any of the approvals, licenses, registrations
and permits that have been or may be issued to us, may impede our operations. For details, see the
section Government and Other Approvals on page 469.

39. We depend on our senior management and Key Management Personnel for our business and future
growth. I f we are unable to attract or retain key executives or Key Management Personnel, our
operations may be adversely affected.

Our business and future growth is substantially dependent on the continued services and performance of
our key executives, senior management and skilled personnel. In particular, our Promoter and the Vice
Chairman and Managing Director, Jayant D. Mhaiskar, our Executive Director, Murzash Manekshana
and our senior management are critical to the overall management of our Company. Their inputs and
experience are also valuable for the development of our business and operations and the strategic
directions taken by our Company. While the attrition rates for our senior management are not significant,
any of them may choose to terminate their employment with us at any time. We cannot assure you that
we will be able to retain these employees or find adequate replacements in a timely manner, or at all. The
specialized experience we require can be difficult and time-consuming to acquire and/or develop and, as
a result, such skilled personnel are often in short supply. In terms of our OMT contracts with NHAI, we
are required to employ qualified and trained employees for operating the project. We may require a long
period of time to hire and train replacement personnel when skilled personnel terminate their
employment with our Company. Our ability to compete effectively depends on our ability to attract new
and skilled employees and to retain and motivate our existing employees. We may be required to
increase our levels of employee compensation more rapidly than in the past to remain competitive in
attracting skilled employees that our business requires. If we do not succeed in attracting well-qualified
employees or retaining or motivating existing employees, our business and prospects for growth could be
adversely affected.

40. Our Company will continue to be controlled by our Promoters and Promoter Group after the I ssue.
There is no assurance that our Promoters and Promoter Group will take actions that are in the best
interest of our Company or that of the other Shareholders.

Currently, our Promoters and Promoter Group own an aggregate of 97.17% of the outstanding Equity
Shares. After completion of the Issue, our Promoters and Promoter Group will continue to hold [] % of

36
issued, subscribed and paid up equity share capital of our Company, which will allow them to control the
outcome of the matters submitted to the Shareholders for approval. Our Promoters and Promoter Group
will have the ability to exercise control over our Company and certain matters which include election of
directors, declaration of dividend, business strategy and policies and approval of significant corporate
transactions such as mergers, consolidations, asset acquisitions and sales and business combinations. The
extent of their shareholding in our Company may also delay, prevent or deter a change in control, even if
such a transaction is beneficial to the other Shareholders. It may deprive other Shareholders of an
opportunity to receive a premium for their Equity Shares as part of a sale of our Company and may
reduce the price of the Equity Shares. The interests of our Promoters and Promoter Group as the
controlling Shareholders could also conflict with the interest of our Company or the interests of other
Shareholders. We cannot assure you that our Promoters and Promoter Group will act to resolve any
conflicts of interest in favour of our Company or that they will take actions that are in the best interest of
our Company or that of the other Shareholders. These actions may be taken even if they are opposed by
the other Shareholders, including those who have subscribed to Equity Shares in this Issue. See the
section Promoters and Promoter Group on page 240 for more details of our Promoters and Promoter
Group.

41. Conflicts of interest may arise out of common business objects shared by our Company, our corporate
Promoter and certain of our Group Companies which may affect our business, results of operations
and financial conditions.

The main objects clause of the memorandum of association of our corporate Promoter, ITIPL and some
of our Group Companies and Promoter Group entities namely, A. J. Tolls Private Limited, MEP Toll
Gates Private Limited, VCR Toll Services Private Limited, D.S. Enterprises, Anuya Enterprises,
Rideema Enterprises, Virendra Builders and JAN Transport permits them to undertake road projects.
Some of the Directors are also directors of ITIPL and our Promoter Group and Group Companies. Whilst
ITIPL and the aforementioned Promoter Group entities and Group Companies have executed non-
compete undertakings, they shall not be involved in any business which competes with that of our
Company, there is no assurance that ITIPL, and such Promoter Group Entities and Group Companies
will not breach the terms of such non-compete undertakings. In the event of any breach of the non-
compete undertakings by ITIPL or any of the aforementioned Promoter Group entities and Group
Companies, our business, results of operations and financial condition may be adversely affected.

42. There are outstanding litigation against our Company, our Subsidiaries, our Directors, our Promoters
and our Group Companies. Any adverse outcome in any of these proceedings may adversely affect our
profitability and reputation and may have a material adverse effect on our financial condition and
results of operations.

There are certain outstanding legal proceedings involving our Company, our Subsidiaries, our Directors,
our Promoters and Group Companies. These proceedings are pending at different levels of adjudication
before various courts, tribunals, authorities, enquiry officers and appellate tribunals. The brief details of
such outstanding litigation are as follows:

Litigation against our Company:

Nature of the cases No. of cases outstanding Amount involved
(in ` million)
Public interest litigation Three* -
Civil proceedings One 0.61
Income tax proceedings One** -
Service tax proceedings One 817.12
Notices
- Service tax Five -
- Income tax Nine 1,110,280
* Includes the public interest litigation filed by Srinivas Anant Ghanekar against our Company, MIPL and
ITIPL.

37
** Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,
A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar.

Litigation against our Subsidiaries:

Nature of the cases No. of cases outstanding Amount involved
(In ` million)
Public interest litigation One* -
Writ petitions Six -
Income tax proceedings One** -
Notices
- Service tax Two -
- Income tax 18 1,449,520
* Includes the public interest litigation filed by Srinivas Anant Ghanekar against our Company, MIPL and
ITIPL.
** Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,
A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar.

Litigation against our Directors:

Nature of the cases No. of cases outstanding Amount involved
(In ` million)
Income tax proceedings One* -
Notices
- Income tax Two 2,241,279
* Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,
A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar.

Litigation against our Promoters:

Nature of the cases No. of cases outstanding Amount involved
(In ` million)
Public interest litigation One* -
Income tax One** -
* Includes the public interest litigation filed by Srinivas Anant Ghanekar against our Company, MIPL and
ITIPL.
** Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,
A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar.

Litigation against our Group Companies:

Nature of the cases No. of cases outstanding Amount involved
(In ` million)
Civil proceedings One -
Income tax proceedings One* -
* Includes writ petition filed by the Commissioner of Income Tax against our Company, MIPL, BTPL, RVPL,
A.J. Tolls Private Limited, Jayant D. Mhiaskar and Dattatray P. Mhaiskar

For further details, see the section Outstanding Litigation and Material Developments on page 457.

We cannot assure you that these legal proceedings will be decided in favour of our Company, its
Subsidiaries, the Directors, Promoters or Group Companies, as the case may be, or that no further
liability will arise out of these proceedings. Further, such legal proceedings could divert management
time and attention and consume financial resources. Any adverse outcome in any of these proceedings
may adversely affect our profitability and reputation and may have a material adverse effect on our
financial condition and results of operations.

38
43. We have not registered the trademarks used by us for our business and our inability to obtain or
maintain these registrations may adversely affect our competitive business position. Our inability to
protect or use our intellectual property rights may adversely affect our business.
We have not registered the trademarks used by us for our business, including the name of our Company
and our logo . We have made applications for registration of trademark in relation to our
Company, including our Companys logo and seven other logos. For further details, see the section Our
Business Intellectual Property on page 177. However, these registrations have not yet been granted as
on the date of this Draft Red Herring Prospectus. In the absence of such protection, we may not be able
to prevent infringement of our trademark and a passing off action may not provide sufficient protection
until such time that this registration is granted.

The logo is also used by some of our Group Companies, namely MEP Toll Gates Private
Limited; MEP Infracon Private Limited and MEP Roads & Bridges Private Limited as well as our
Subsidiaries without any express arrangement of our Company with such Subsidiaries and Group
Companies. Any misuse of our brand name or logo by these Subsidiaries or Group Companies could
adversely affect our reputation which could in turn adversely affect our financial performance and the
market price of the Equity Shares.

If any of our unregistered trademarks are registered in favor of a third party, we may not be able to claim
registered ownership of such trademarks and consequently, we may be unable to seek remedies for
infringement of those trademarks by third parties other than relief against passing off by other entities.
Our inability to obtain or maintain these registrations may adversely affect our competitive business
position. This may affect our brand value and consequently our business.
44. We have entered into and will continue to enter into, related party transactions. There is no assurance
that our future related party transactions would be on terms favourable to us when compared to
similar transactions with unrelated or third parties.

We have entered into transactions with several related parties, including our Promoters, Subsidiaries and
Group Companies. For more information regarding our related party transactions, see the section
Related Party Transactions on page 254. Related party transactions may involve conflicts of interests
which may be detrimental to our Company. We cannot assure you that related party transactions could
not have been made on more favourable terms with unrelated parties. For example, our Subsidiary,
MIPL has provided an unsecured loan amounting to ` 3,750 million to one of our Promoters, ITIPL. In
the event that ITIPL is unable to repay the loan, MIPL will not have recourse to any security to enforce
the debt owed by ITIPL and MIPL may not be able to recover outstanding amounts under the loan.
Further, there is no assurance that our related party transactions in future would be on terms favourable
to us when compared to similar transactions with unrelated or third parties or that our related party
transactions, individually or in the aggregate, will not have an adverse effect on our financial condition.

45. We may not be able to successfully pursue our growth strategies, or manage our growth which may
adversely affect our prospects.

Our growth strategies inter alia involve focus on longer-term tolling and OMT contracts, acquisition of
OMT/toll collection rights on operational roads constructed by third parties, developing specialized
experience in maintenance of road infrastructure for our OMT projects and focus on technology to
reduce dependence on manpower and improve operational efficiency. For details, see the section Our
Business Our Strategies on page 149. We cannot assure that we would be able to successfully pursue
our growth strategies, or that pursuing these strategies will provide us the anticipated benefits in terms of
growth and profitability. Further, we may be unable to develop adequate systems, infrastructure and
technologies, devote sufficient financial resources or develop and attract talent (whether in-house or
lateral) to manage our growth. Our inability to pursue these strategies successfully or at all, or an
inability to manage our growth, may adversely affect our prospects.


39
46. Our contingent liabilities could adversely affect our results of operations, cash flows and financial
condition.

As of March 31, 2014, March 31, 2013 and March 31, 2012, we had contingent liabilities (that had not
been provided for), in the following amounts, as disclosed in our Restated Consolidated Financial
Information:

(in ` million)
Particulars As at
March 31, 2014 March 31, 2013 March 31, 2012
Interest on late payments to
MSRDC
6.80 6.80 6.80
Claims made against the
Company not acknowledged as
debts by the Company
861.45 - -
Bank guarantees 3,213.31 2,922.23 1,484.45
Corporate guarantees given 35,050.30 31,392.91 30,863.91
Total 39,131.86 34,321.94 32,355.16

If any of aforementioned contingent liabilities materialise, it could have a material adverse effect on our
results of operations, cash flows and financial condition. For further details, see the section titled
Financial Statements on page 256.

47. Our Company proposes to utilize majority of the Net Proceeds to repay/prepay certain loans availed by
our Subsidiary, MI PL, and accordingly, the utilization of Net Proceeds will not result in creation of
any tangible assets.

Our Company intends to use approximately 80% of the Net Proceeds for the purposes of repayment/ pre-
payment, in full or part, of certain loans availed by our Subsidiary, MIPL. The details of the loans
identified to be repaid/prepaid using the Net Proceeds have been disclosed in the section Objects of the
Issue on page 94 (Identified Loans). However, the repayment/prepayment of the Identified Loans
are subject to various factors including, (i) any conditions attached to the loans restricting our ability to
prepay the loans and time taken to fulfill such requirements, (ii) receipt of consents for prepayment or
waiver from any conditions attached to such prepayment from our respective lenders; and (iii) terms and
conditions of such consents and waivers.

Further, the lenders while providing their consents for prepayment or repayment of the loans, have
imposed certain restrictions on our Company as well as MIPL. For example, (i) our Company is required
to hold at least 70% shareholding in MIPL; and (ii) MIPL and our Company shall ensure utilisation of at
least 75% of the Net Proceeds to repay / prepay debt of senior lenders of MIPL. Any failure on our part
to comply with these conditions may result in breach of the respective loan agreements. For further
details, see the section Objects of the Issue on page 94. The Net Proceeds will not result in creation of
any tangible assets as they are proposed to be utilized for repayment or pre-payment of certain loans
availed by MIPL.

However, the actual mode of such deployment of Net Proceeds into MIPL, whether equity or debt, has
not been finalized as on the date of this Draft Red Herring Prospectus.


48. The deployment of funds for the Objects of the I ssue is at the discretion of our Board and the funding
plan has not been appraised by any bank or financial institutions and the use of Net Proceeds is not
subject to monitoring by any independent agency.

We intend to use the Net Proceeds of the Issue for the purposes described in the section Objects of the
Issue on page 94. Subject to this section, our management will have broad discretion to use the Net

40
Proceeds. The funding plans are in accordance with our managements own estimates and have not been
appraised by any bank/financial institution. Further, the utilization of Net Proceeds is not subject to
monitoring by any independent agency. Our Company may have to revise its management estimates
from time to time and consequently its requirements may change. Further, pending utilisation of the Net
Proceeds towards the Objects of the Issue, our Company will have significant flexibility to temporarily
invest Net Proceeds in interest/ dividend bearing liquid debt instruments including investments in debt
mutual funds and other financial products, such as principal protected funds, listed debt instruments,
rated debentures or deposits with banks/ other entities. Further, the lenders while providing their
consents for prepayment or repayment of the loans, have imposed certain restrictions on our Company as
well as MIPL. For details, see Our Company proposes to utilize majority of the Net Proceeds to
repay/prepay certain loans availed by our Subsidiary, MIPL, and accordingly, the utilization of Net
Proceeds will not result in creation of any tangible assets. on page 40.

The utilisation of the Net Proceeds by our Company is not subject to monitoring by any independent
agency. Accordingly, we cannot assure you that the use of the Net Proceeds for the purpose identified by
our management will result in actual growth of our business, increased profitability, or an increase in the
value of your investment.

49. Our Company, I TI PL and certain Group Companies have unsecured loans that may be recalled by the
lenders at any time.

Our Company, ITIPL and certain Group Companies have availed unsecured loans which may be recalled
by their respective lenders at any time. In the event that any lender seeks the accelerated repayment of
any such loan, it may have a material adverse effect on the business, cash flows and financial condition
of the entity against which repayment is sought.

50. Certain of our Group Companies have incurred losses in the preceding fiscal year.

Certain of our Group Companies have incurred losses during the financial year immediately preceding
the date of this Draft Red Herring Prospectus. The details of profits (or losses) after tax of these
companies in the preceding three years are provided in the section Group Companies Loss Making
Group Companies on page 254. There is no assurance that these or any of our other Group Companies
will not incur losses in future periods or that there will not be an adverse effect on our Companys
reputation or business as a result of such losses.

51. We had negative cash flow from investing activities and financing activities during Fiscal 2014.

During Fiscal 2014, our Company had a negative cash flow from investing activities of ` 221.01 million,
on a standalone basis and ` 478.27 million, on a consolidated basis. Our Company also had a negative
cash flow from financing activities of ` 3,965.04 million on a consolidated basis during Fiscal 2014. The
negative cash flow from investing activities was primarily due to purchase of fixed assets, fixed deposits
and investment in Subsidiaries partially offset by redemption of certain fixed deposits and the negative
cash flow from financing activities was primarily due to repayment of borrowings, finance cost paid and
share application money paid. For details, see Financial Statements on page 256. However, our
Company generated cash from its operating activities of ` 90.74 million and ` 4,695.69 million on a
standalone and consolidated basis, respectively, and generated cash from its financing activities of `
138.02 million on a standalone basis. We cannot assure you that our Company would not experience
negative cash flow from our activities in the future.

52. We have been incurring losses and we cannot assure you that we will be able to make dividend
payments in the future.

We have been incurring losses on a consolidated basis in the recent past. For the financial years 2014,
2013, 2012, 2011 and 2010 our restated loss for the year was ` 1,175.36 million, ` 624.82 million, `
551.07 million, ` 852.83 million and ` 12.71 million, respectively. For further details, see the sections
Financial Statements Restated Consolidated Summary Statement of Profit and Losses and

41
Managements Discussion and Analysis of Financial Condition and Results of Operations on pages
333 and 402, respectively. We cannot assure you that we will not incur any losses in the future. In
addition, our future ability to pay dividends will depend upon a number of factors, including our results
of operations, earnings, capital requirements and surplus, general financial conditions, contractual
restrictions and applicable Indian and foreign legal restrictions.

53. Our net worth on a consolidated basis has decreased substantially and any further diminution of our
net worth may adversely impact our growth and prospects.

There has been a decrease in our consolidated net worth in the recent past. As of March 31, 2014, our
consolidated net worth was ` (821.22) million. For further details, see the section Financial Statements
on page 256. Whilst the decrease in our net worth is mainly on account of amortisation of upfront
payments made to the authorities, there is no assurance that our net worth will not erode further or that it
will improve in the near future. Any further diminution in our net worth may adversely impact our
growth and future prospects. For further details, see the sections Financial Statements Annexure
XVIII- Restated Consolidated Statement of Accounting Ratios on page 387.

54. Any variation in the utilisation of the Net Proceeds as disclosed in the Draft Red Herring Prospectus
would be subject to certain compliance requirements, including prior Shareholders approval.

We propose to utilise the Net Proceeds for repayment / prepayment, in part or in full, of certain loans
availed by MIPL, one of our Subsidiaries. For further details of the proposed objects of the Issue, see the
section Objects of the Issue on page 94. At this stage, we cannot determine with any certainty if we
would require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of
competitive environment, business conditions, economic conditions or other factors beyond our control.
In accordance with Section 27 of the Companies Act, 2013, we cannot undertake any variation in the
utilisation of the Net Proceeds as disclosed in the Red Herring Prospectus without obtaining the
Shareholders approval through a special resolution. In the event of any such circumstances that require
us to undertake variation in the disclosed utilisation of the Net Proceeds, we may not be able to obtain
the Shareholders approval in a timely manner, or at all. Any delay or inability in obtaining such
Shareholders approval may adversely affect our business or operations. Further, we are required to
comply with certain restrictions imposed by our lenders as part of their consent for prepayment of loans
from Net Proceeds with respect to the utilisation of the Issue Proceeds. For details, see Our Company
proposes to utilize majority of the Net Proceeds to repay/prepay certain loans availed by our Subsidiary,
MIPL on page 40.

Further, our Promoters or controlling shareholders would be required to provide an exit opportunity to
the Shareholders who do not agree with our proposal to change the objects of the Issue, at a price and
manner as may be prescribed by SEBI. SEBI has not yet prescribed any regulations in this regard and
such regulations may contain onerous obligations. Additionally, the requirement on Promoters or
controlling shareholders to provide an exit opportunity to such dissenting Shareholders may deter the
Promoters or controlling shareholders from agreeing to the variation of the proposed utilisation of the
Net Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that
the Promoters or the controlling shareholders of our Company will have adequate resources at their
disposal at all times to enable them to provide an exit opportunity at the price which may be prescribed
by SEBI.

In light of these factors, we may not be able to undertake variation of objects of the Issue to use any
unutilized proceeds of the Issue, if any, even if such variation is in the interest of our Company. This
may restrict our Companys ability to respond to any change in our business or financial condition by re-
deploying the unutilised portion of Net Proceeds, if any, which may adversely affect our business and
results of operations.

55. We have issued Equity Shares during the last one year at a price that may be lower than the I ssue
Price.


42
We have issued Equity Shares during the last 12 months preceding the date of this Draft Red Herring
Prospectus at a price that may be lower than the Issue Price as detailed in the following table:

Sr.
No.
Name of person /
entity
Date of issue No. of Equity
Shares issued
Issue price
(in ` per
Equity Share)
Reason
1. ITIPL May 28, 2014 11,494,250 21.75 Allotment to
our Corporate
Promoter

Further, the Private Placement, if undertaken by our Company, may be at a price lower than the Issue
Price.

External Risk Factors:

56. Our failure to successfully adopt new accounting standards when required under I ndian law could
have a material adverse effect on our stock price.

Our Company may be required to prepare our annual and interim financial information under the new
Indian accounting standards that the Ministry of Corporate Affairs has announced which will be
implemented in phases. As there is lack of clarity on the adoption of and convergence with the new
Indian accounting standards, we have not determined with any degree of certainty the impact that such
adoption will have on our financial reporting. There can be no assurance that our financial condition,
results of operations, cash flows or changes in shareholders equity will not appear materially worse
under the new Indian accounting standards than under current Indian GAAP. As we transition to
reporting under the new Indian accounting standards, we may encounter difficulties in the ongoing
process of implementing and enhancing our management information systems. Moreover, there is likely
to be increasing competition for the small number of IFRS experienced accounting personnel as the new
Indian accounting standards have been derived from IFRS. There can be no assurance that our adoption
of new Indian accounting standards will not adversely affect our reported results of operations or
financial condition. Any failure to successfully adopt new Indian accounting standards when required
under Indian law could have a material adverse effect on our stock price.

57. Significant increases in the price or shortages in supply of crude oil could adversely affect the volume
of traffic at the projects operated by us and the I ndian economy in general, including the
infrastructure sector, which could have a material adverse effect on our business and results of
operations.

India imports a significant majority of its requirements of crude oil. Crude oil prices are volatile and are
subject to a number of factors, including the level of global production and political factors, such as war
and other conflicts, particularly in the Middle East, where a substantial proportion of the worlds oil
reserves are located. Any significant increase in the price of or shortages in the supply of crude oil could
adversely affect the volume of traffic at the projects operated by us and adversely affect the Indian
economy in general, including the infrastructure sector, which could have a material adverse effect on
our business and results of operations.




58. Our business and activities may be regulated by the Competition Act, 2002.

The Competition Act, 2002, as amended (the Competition Act), was enacted for the purpose of
preventing practices having an adverse effect on competition in India and has mandated the Competition
Commission of India (the CCI) to regulate such practices. Under the Competition Act, any
arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an
appreciable adverse effect on competition in India is void and may result in substantial penalties. Any

43
agreement among competitors which directly or indirectly determines purchase or sale prices, directly or
indirectly results in bid rigging or collusive bidding, limits or controls production, supply, markets,
technical development, investment or the provision of services, or shares the market or source of
production or provision of services in any manner, including by way of allocation of geographical area
or types of goods or services or number of customers in the relevant market or any other similar way, is
presumed to have an appreciable adverse effect on competition in the relevant market in India and shall
be void. The Competition Act also prohibits the abuse of dominant position by any enterprise. Further, if
it is proved that any contravention committed by a company took place with the consent or connivance
or is attributable to any neglect on the part of, any director, manager, secretary or other officer of such
company, that person shall be guilty of the contravention and may be punished. It is unclear as to how
the Competition Act and the CCI will affect the business environment in India.

59. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax
laws and regulations, may adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by unfavourable changes in or
interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and
our business. See the section Regulations and Policies on page 205 for details of the laws currently
applicable to us.

There can be no assurance that the Government may not implement new regulations and policies which
will require us to obtain approvals and licenses from the Government and other regulatory bodies or
impose onerous requirements and conditions on our operations. Any such changes and the related
uncertainties with respect to the implementation of the new regulations may have a material adverse
effect on our business, financial condition and results of operations. In addition, we may have to incur
capital expenditures to comply with the requirements of any new regulations, which may also materially
harm our results of operations. Any unfavourable changes to the laws and regulations applicable to us
could also subject us to additional liabilities.

The application of various Indian tax laws, rules and regulations to our services, currently or in the
future, is subject to interpretation by the applicable taxation authorities. If such tax laws, rules and
regulations are amended, new adverse laws, rules or regulations are adopted or current laws are
interpreted adversely to our interests, the results could increase our tax payments (prospectively or
retrospectively) and/or subject us to penalties. For instance, we are currently subject to claims from the
service tax department with respect to levy of service tax on toll collected by us. For details, see the
section Outstanding Litigation and Material Developments on page 457. In case service tax is held to
be leviable on us, we may not be able to recover the same from the relevant authorities and it may
adversely affect the profitability of our projects and have a material adverse effect on our results of
operations and financial condition. Further, changes in capital gains tax or tax on capital market
transactions or sale of shares could affect investor returns. As a result, any such changes or
interpretations could have an adverse effect on our business and financial performance.

60. The Companies Act, 2013 has effected significant changes to the existing I ndian company law
framework, which may subject us to higher compliance requirements and increase our compliance
costs.

A majority of the provisions and rules under the Companies Act, 2013 have recently been notified and
have come into effect from the date of their respective notifications, resulting in the corresponding
provisions of the Companies Act, 1956 ceasing to have effect. The Companies Act, 2013 has brought
into effect significant changes to the Indian company law framework, such as in the provisions related to
issue of capital, disclosures, corporate governance norms, audit matters and related party transactions.
Further, the Companies Act, 2013 has also introduced additional requirements which do not have
corresponding equivalents under the Companies Act, 1956, including the introduction of a provision
allowing the initiation of class action suits in India against companies by shareholders or depositors, a
restriction on investment by an Indian company through more than two layers of subsidiary investment
companies (subject to certain permitted exceptions) and prohibitions on advances to directors. Further,

44
companies meeting certain financial thresholds are also required to constitute a committee of the board
of directors for corporate social responsibility activities and ensure that at least 2% of the average net
profits of the company during three immediately preceding financial years are utilized for corporate
social responsibility activities. The Companies Act, 2013 imposes greater monetary and other liability on
our Company, Directors and officers in default, for any non-compliance. To ensure compliance with the
requirements of the Companies Act, 2013, we may need to allocate additional resources, which may
increase our regulatory compliance costs and divert management attention.

The Companies Act, 2013 introduced certain additional requirements which do not have corresponding
equivalents under the Companies Act, 1956. Accordingly, we may face challenges in interpreting and
complying with such provisions due to limited jurisprudence on them. In the event, our interpretation of
such provisions of the Companies Act, 2013 differs from, or contradicts with, any judicial
pronouncements or clarifications issued by the Government in the future, we may face regulatory actions
or we may be required to undertake remedial steps. Additionally, some of the provisions of the
Companies Act, 2013 overlap with other existing laws and regulations (such as the corporate governance
norms and insider trading regulations). We may face difficulties in complying with any such overlapping
requirements. Further, we cannot currently determine the impact of provisions of the Companies Act,
2013 which are yet to come in force. Any increase in our compliance requirements or in our compliance
costs may have an adverse effect on our business and results of operations.

61. The Equity Shares have never been publicly traded and the I ssue may not result in an active or liquid
market for the Equity Shares. Further, the price of the Equity Shares may be volatile and you may be
unable to resell your Equity Shares at or above the I ssue Price, or at all.

Prior to the Issue, there has been no public market for the Equity Shares and an active trading market on
the Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market
for the Equity Shares. The Issue Price of the Equity Shares is proposed to be determined through a book-
building process and may not be indicative of the market price of the Equity Shares at the time of
commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity
Shares may be subject to significant fluctuations in response to, among other factors, variations in our
operating results, market conditions specific to the industry we operate in, developments relating to India
and volatility in the Stock Exchanges and securities markets elsewhere in the world.

62. Any future issuance of Equity Shares may dilute your shareholdings and sales of the Equity Shares by
our Promoters or other major shareholders may adversely affect the trading price of the Equity
Shares.

Any future equity issuances by our Company may lead to the dilution of investors shareholdings in our
Company. In addition, any sales of substantial amounts of the Equity Shares in the public market after
the completion of the Issue, including by our Promoters or other major shareholders, or the perception
that such sales could occur, could adversely affect the market price of the Equity Shares and could
materially impair future ability of our Company to raise capital through offerings of the Equity Shares.
Our Promoters currently hold an aggregate of 96.32% of the outstanding Equity Shares. After the
completion of the Issue, our Promoters will continue to hold []% of the outstanding Equity Shares. We
cannot predict the effect, if any, that the sale of the Equity Shares held by our Promoters or other major
shareholders or the availability of these Equity Shares for future sale will have on the market price of the
Equity Shares.

63. We cannot assure you that the Equity Shares will be listed on the Stock Exchanges in a timely manner
or at all, which may restrict your ability to dispose of the Equity Shares.

In accordance applicable law and practice, permission for listing of the Equity Shares will not be granted
by the Stock Exchanges until after the Equity Shares offered in the Issue have been Allotted. In addition,
we are required to deliver the Red Herring Prospectus and the Prospectus to the RoC for registration
under the applicable provisions of the Companies Act and the SEBI Regulations. We cannot assure you

45
that the RoC will register the Red Herring Prospectus or the Prospectus in a timely manner, or at all.
Such approval will require all other relevant documents authorising the issuance of the Equity Shares to
be submitted. There could be a failure or delay in listing the Equity Shares on the Stock Exchanges. Any
failure or delay in obtaining such approval would restrict your ability to dispose of your Equity Shares.

64. There are restrictions on daily movements in the price of the Equity Shares, which may adversely
affect your ability to sell, or the price at which you can sell, Equity Shares at a particular point in
time.

Subsequent to listing, we will be subject to a daily circuit breaker imposed on listed companies by stock
exchanges in India which does not allow transactions beyond certain volatility in the price of the Equity
Shares. This circuit breaker operates independently of the index-based market-wide circuit breakers
generally imposed by SEBI on the stock exchanges. The percentage limit on our circuit breaker is set by
the stock exchanges based on the historical volatility in the price and trading volume of the Equity
Shares. The stock exchanges are not required to inform us of the percentage limit of the circuit breaker
from time to time and may change it without our knowledge. This circuit breaker would effectively limit
the upward and downward movements in the price of the Equity Shares. As a result of this circuit
breaker, there can be no assurance regarding your ability to sell the Equity Shares or the price at which
you may be able to sell your Equity Shares.

65. Political instability or a change in economic liberalization and deregulation policies could seriously
harm business and economic conditions in I ndia generally and our business in particular.

The Government has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of the Equity Shares may be affected by
interest rates, changes in Government policy, taxation, social and civil unrest and other political,
economic or other developments in or affecting India. The Government has in recent years sought to
implement economic reforms and the current government has implemented policies and undertaken
initiatives that continue the economic liberalization policies pursued by previous governments. There can
be no assurance that liberalization policies will continue in the future. The rate of economic liberalization
could change and specific laws and policies affecting the road infrastructure sector, foreign investment
and other matters affecting investment in our securities could change as well. A newly elected
government (as a result of the upcoming general elections) may announce new policies or withdraw
existing benefits, which may be applicable to our industry. Any significant change in such liberalization
and deregulation policies could adversely affect business and economic conditions in India, generally
and our business, prospects, financial condition and results of operations, in particular.

66. Foreign investors are subject to foreign investment restrictions under I ndian law, which may
adversely affect the market price of the Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain restrictions) if they comply with the
pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares is not in
compliance with such pricing guidelines or reporting requirements, or falls under any of the prescribed
exceptions, the prior approval of the RBI will be required. Additionally, shareholders who seek to
convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that
foreign currency from India will require a no-objection/tax clearance certificate from the Indian income
tax authorities or a competent chartered accountant. We cannot assure you that any required approval
from the RBI or any other government agency can be obtained in a timely manner or on any particular
terms or at all. Because of possible delays in obtaining requisite approvals, investors in the Equity Shares
may be prevented from realizing gains during periods of price increase or limiting losses during periods
of price decline.

67. Terrorist attacks, civil unrests and other acts of violence in I ndia and around in the world could
adversely affect the financial markets, our business, results of operations, financial condition and
cash flows.

46

Terrorist attacks, civil unrests and other acts of violence or war in India and around in the world may
adversely affect worldwide financial markets, our business, results of operations, financial condition and
cash flows. India has, from time to time, experienced instances of civil unrest and political tensions and
hostilities among neighbouring countries. Political tensions could create a perception that an investment
in Indian companies involves higher degrees of risk and on our business and price of the Equity Shares.

68. Natural calamities could have a negative effect on the I ndian economy and cause our business to
suffer.

India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past
few years. The extent and severity of these natural disasters determines their effect on the Indian
economy. The erratic progress of a monsoon would also adversely affect sowing operations for certain
crops. Further prolonged spells of below normal rainfall or other natural calamities in the future could
have a negative effect on the Indian economy, adversely affecting our business and the price of the
Equity Shares.

Prominent Notes

1. Our Company was incorporated as MEP Toll Road Private Limited on August 8, 2002, at Mumbai,
Maharashtra as a private limited company under the Companies Act. The name of our Company was
changed from MEP Toll Road Private Limited to MEP Infrastructure Developers Private Limited
pursuant to a special resolution passed by our shareholders at an EGM held on November 24, 2011. The
fresh certificate of incorporation consequent upon change of name was granted by the Registrar of
Companies, Mumbai, to our Company on November 28, 2011. Thereafter, our Company was converted
into a public limited company pursuant to an extraordinary general meeting held on August 19, 2014 and
consequently, the name of our Company was changed to MEP Infrastructure Developers Limited. The
fresh certificate of incorporation consequent upon change of name was granted by the Registrar of
Companies, Mumbai, to our Company on September 8, 2014. For details of change in name and the
Registered Office of our Company, see the section History and Certain Corporate Matters on page
209.

2. Public Issue of [] Equity Shares for cash at a price of ` [] per Equity Share (including a premium of `
[] per Equity Share) aggregating up to ` 3,600 million. The Issue will constitute []% of the fully
diluted post-Issue paid-up equity share capital of our Company.

3. As of March 31, 2014, our Companys net worth was ` (821.22) million as per the Restated
Consolidated Financial Information and ` 2,175.05 million as per the Restated Standalone Financial
Information.

4. As of March 31, 2014, the net asset value per Equity Share was ` (8.21) as per the Restated Consolidated
Financial Information and ` 21.75 as per the Restated Standalone Financial Information.

5. The average cost of acquisition of Equity Shares by our Promoters is as follows:

Name of the Promoter Average cost of acquisition of Equity Shares
Dattatray P. Mhaiskar ` 10 per Equity Share
Jayant D. Mhaiskar ` 10 per Equity Share
ITIPL ` 11.67 per Equity Share

For further details, see the section Capital Structure on page 81.

6. Except as stated in the section Related Party Transactions on page 254, none of the Group Companies
have any business or other interest in our Company.

7. For details of related party transactions entered into by our Company with the Group Companies and

47
Subsidiaries during the last financial year, the nature of transactions and the cumulative value of
transactions, see the section Related Party Transactions on page 254.

8. There has been no financing arrangement whereby our Promoter Group, directors of ITIPL, the Directors
and their relatives have financed the purchase by any other person of securities of our Company other
than in normal course of the business of the financing entity during the period of six months immediately
preceding the date of this Draft Red Herring Prospectus.

9. Investors may contact the BRLMs for complaints, information or clarifications pertaining to the Issue.




48
SECTION III: INTRODUCTION
SUMMARY OF INDUSTRY
Overview of the Indian Economy

From 2003-04 to 2013-14, real GDP of India increased at a CAGR of 7.5 per cent to ` 57 trillion in 2013-14
from ` 28 trillion in 2003-04. The services sector continued to be the largest contributor to the countrys GDP at
60 per cent in 2013-14, while the share of agriculture & allied services and industry was 14 per cent and 26 per
cent, respectively. Indias GDP growth hit a decadal low in 2012-13, at 4.5 per cent on account of poor
performance of manufacturing, agriculture and services sectors. The performance stabilized at those levels in
2013-14 with an uptick to clock 4.7 per cent.

The agriculture sector grew at a faster rate of about 4.0 per cent in 2013-14 compared to 1.4 per cent in
the previous year due to better monsoons

Services sector continued its stable performance with 6.5 per cent growth in 2013-14 as against 6.2 per
cent in the previous fiscal

Q1FY15 GDP grew by 5.7 per cent ; agriculture sector grew by 3.8 per cent; industrial sector grew by
4.2 per cent and services sector grew by 6.8 per cent (Source: Central Statistical Office)

World GDP growth averaged 2.9 per cent for the past five years and increased by about 3.0 per cent in 2013.
The growth was largely led by emerging markets and developing economies, which grew at 4.7 per cent in
2013. Indias GDP growth has outpaced the growth of world GDP primarily driven by strong domestic demand
and better investment climate.

Indias forex reserves increased to USD 303.7 billion in 2013-14 from USD 199.2 billion in 2006-07,
registering a CAGR of about 6.2 per cent. WPI inflation, after remaining persistently high during 2010-11 and
2011-12, has shown signs of moderation since December 2011 and currently stands at 6 per cent for 2013-14.
Increase in Urbanisation and Consumption
The population of India registered an annual growth of 1.6 per cent from 2001 to 2011 and decadal growth of
about 18 per cent. Urban population as of 2011 was 377 million, an annual growth of 2.8 per cent and rural
population stood at 833 million at an annual growth rate of 1.1 per cent. Urbanisation levels have increased
from 28 per cent in 2001 to about 31 per cent in 2011.
The consumption expenditure in India grew to ` 41.3 trillion in 2012-13 from ` 20.1 trillion in 2001-02,
registering an coumpounded annual growth rate of about 6.8 per cent.

Investments in the Indian Infrastructure Sector
Infrastructure investments envisaged in XII five year plan (2012-2017) increase by 2.6 times to ` 51.5 trillion
The policies of the Indian government seek to encourage investments in the domestic infrastructure from both
local and foreign private players. FDI inflows in construction (infrastructure) activities from April 2000 to June
2013 stood at USD 2,198.77 million according to Department of Industrial Policy and Promotion (DIPP). In
order to increase FDI inflows to further boost investments and to enhance infrastructure, the Indian Government
has introduced significant policy reforms. Infrastructure industry includes roads, power, railways, urban
infrastructure, irrigation and others. Road sector is one of the key contributors in the overall investments
undertaken in the infrastructure industry.
In the Eleventh five year plan (i.e. 2007-08 to 2011-12), the actual investments in the infrastructure sector
reached ` 19.5 trillion as against budgeted investment of ` 20.6 trillion (95 per cent achievement level). The key
drivers were increased focus of central government on improving the infrastructure, in lieu of which several
programmes were undertaken by the government. The construction spend on infrastructure projects is expected

49
to amount to ` 51.5 trillion over the next five years from the current level of ` 19.5 trillion (actual investments),
with 47 per cent contribution by private participation and 53 per cent by the central and state governments.
Within Infrastructure, Electricity is estimated to be the largest contributor, followed by Roads and
Telecommunications.

Key proposals of the Union Budget 2014-15 and initiatives taken for infrastructure development
Roads: ` 143.89 billion provided towards PMGSY, and ` 378.8 billion for national highways (NHAI)
and state roads. Also, ` 5 billion shall be set aside by NHAI for project preparation for select
expressways in parallel to the development of industrial corridors. (Source: FY14-15 Union Budget
Speech made by the Finance Minister in front of Parliament on July 10, 2014)

Urban infra & irrigation: ` 70.6 billion for developing smart cities, ` 36 billion under National Rural
Drinking Water Programme, ` 10 billion for a new irrigation scheme, namely, Pradhan Mantri Krishi
Sinchayee Yojana, ` 20.37 billion for cleaning up of River Ganga and ` 1 billion viability gap funding
for metro rail projects in Lucknow and Ahmedabad. (Source: FY14-15 Union Budget Speech)

Railways: Plan to introduce bullet train on the Mumbai-Ahmedabad sector, a diamond quadrilateral for
high speed trains, and exploring foreign direct investment in railway projects. (Source: FY14-15
Railway Budget, Indian Railways)

Ports: Sixteen new port projects to be awarded this year, development of inland waterway project, and
special economic zones at Kandla and JNPT ports. (Source: FY14-15 Union Budget Speech)

Corpus for Pooled Municipal Debt Obligation Facility has been increased by 10 fold to fund urban
infrastructure projects. (Source: FY14-15 Union Budget Speech)

Other measures: Proposal to set up an institution called 3P India with a corpus of ` 5 billion to ensure
quick dispute redressal for PPP projects. (Source: FY14-15 Union Budget Speech)

Overview of the Road Sector in India
India has the second largest road network in the world, aggregating 4.7 million km; however quality of roads
has not been at par with others. In terms of quality, only half of Indias road network is surfaced.

Roads constitute the most common mode of transportation and account for about 85 per cent of passenger
traffic and around 60 per cent of the freight traffic in the country. In India, National Highways, with a length
close to 79,000 km, constitute a mere 2 per cent of the road network but carry about 40 per cent of the total road
traffic. On the other hand, state roads and major district roads are the secondary system of road that carry
another 60 per cent of traffic and account for 98 per cent of road length.

National Highways

Over the last decade, the overall National Highways length (completed) has increased from around 500 km in
2001-02 to the current levels of 22,277 km (as of March 31, 2014). In the last four years, the overall
implementation levels have increased from 2,485 km in 2008-09 to 3,350 km in 2012-13. During 2008-09 to
2012-13, investments on National Highways have registered a CAGR of about 16.2 per cent and increased to `
295 billion in 2012-13 from ` 162 billion in 2008-09.

Awarding of National Highway projects have picked up pace from 2008-09 onwards wherein it was 1,872 km
to about 7,283 km in 2011-12, increasing at a CAGR of about 57 per cent primarily driven by increasing
projects awarded on BOT basis (post introduction of MCA agreement). However, it dipped significantly to a
low of 1,933 km in 2012-13, impacted by the weak financial position of players, delays in project clearances
and low estimated traffic density for many stretches on offer. Length constructed/upgraded has increased to
3,350 km in 2012-13 from that of 2,458 km in 2008-09, increasing at a CAGR of 8 per cent.


50
Key factors driving growth of investment in roads and highways
Economic growth: Freight traffic has grown at a CAGR of 6.8 per cent from 2008-09 to 2013-14 in line with
the economic growth of 6.7 per cent during the same period. Freight traffic (in BTKM) growth is set to revive to
5-7 per cent in 2014-15, up from the 3.5 per cent growth seen in 2013-14, following an expected improvement
in the macroeconomic environment. Roads continue to dominate freight traffic with its share in overall freight
movement rising steadily to 63 per cent in 2013-14 from 58 per cent in 2008-09 due to healthy growth in non-
bulk traffic and capacity constraints in railways.

Road freight traffic gaining preference: Capacity constraints in the railways had led to the share of roads in
the primary freight pie increasing from an estimated 58 per cent (in BTKM) in 2008-09 to around 63 per cent in
2013-14. Road freight transport augmented at 8.5 per cent CAGR during 2008-09 to 2013-14 as against a 6.8
per cent CAGR in overall primary freight traffic. From 2012-13 to 2017-18, road freight traffic is expected to
expand by 7-9 per cent CAGR, which is higher than the growth in overall primary freight demand. Growth in
road freight traffic will be largely driven by growth in non-bulk traffic and development of road infrastructure.
Roads remain the preferred mode of transport for non-bulk traffic

Increasing vehicular and passenger traffic: Growth in vehicular and passenger traffic have both outpaced
increase in total road network in the past.While number of vehicles increased at around 10.3 per cent between
2001 and 2008, passengers travelling by road increased at 6.4 per cent CAGR. On the other hand, the total road
network increased at just 2.6 per cent during the same period. This increase in vehicular and passenger traffic is
expected to put pressure on existing road network and hence necessitating road development. Since 1950-51,
the passenger traffic for railways has come down from 85 per cent to 23 per cent while passenger traffic for
roads has consistently grown from 29 per cent to 77 per cent for the same period.

Increasing government thrust: There are various initiatives that have been undertaken by the Government of
India (GoI) namely Highway Development Programme (NHDP), Pradhan Mantri Gram Sadak Yojna (PMGSY)
and Central Road Fund Act (2000), and other initiatives like viability gap funding, tax benefit etc.

Policy initiatives undertaken by the government

NHDP: The NHDP encompasses building, upgradation, rehabilitation and broadening of existing
National Highways. The programme is executed by the National Highways Authority of India (NHAI),
in coordination with the Public Works Department (PWD) of the various states. The NHAI also
collaborates with the Border Roads Organisation (BRO) for development of certain stretches.

PPP: PPP is expected to be the preferred mode for execution of future phases of NHDP. The
government has devised appropriate policy mechanisms to encourage private sector participation in the
sector.

VGF (Viability Gap Funding): The government will provide grants or viability gap funding (VGF) in
the case of BOT-toll projects that are not financially viable.

Diversification of funding by introduction of CRF: Central Road Fund is a dedicated fund created
by the central government from collection of cess on petrol and diesel. For 2012-13, an allocation of `
194 billion has been earmarked under CRF.

Finance Ministry has suggested to banks to consider 80 per cent of land acquisition while granting
disbursements instead of the current 100 per cent norms.

PPP loans secured status: As per recent RBI directive, loans for PPP projects can be considered as
secured subject to fulfilment of certain conditions like escrow for toll, right of substitution for
lenders, compulsory buyout by project authority in case of termination by lenders etc.

As per the Environment Ministry notification issued in August 2013, highway development projects
involving widening of roads, which are up to 100 km, need not take environment clearance.

51

Current Status and Overview of NHDP
The NHDP encompasses building, up gradation, rehabilitation and broadening of existing National Highways.
The programme is executed by the National Highways Authority of India (NHAI), in coordination with the
Public Works Department (PWD) of the various states. NHAI also collaborates with the Border Roads
Organisation (BRO) for development of certain stretches. Out of the total length of 50,230 km under NHDP,
about 44 per cent has been completed as on March 31, 2014. About 24 per cent of the total length is currently
under implementation and the rest is yet to be awarded. The total cost incurred on NHDP projects stands at `
2,139 billion, as of January 31, 2014.

Private Public Partnership (PPP) framework and models in operation
For broad-based and sustainable growth, the government recognizes the need to engage with the private sector
through PPP framework in order to achieve certain objectives as stated below:
Harness private sector efficiencies in asset creation, maintenance and service delivery.
Provide focus on life cycle approach for development of a project, involving asset creation and
maintenance over its life cycle;
Create opportunities to bring in innovation and technological improvements.
Enable affordable and improved services to the users in a responsible and sustainable manner.

The following are a few models in operation:

i. BOT (Build-operate-transfer)

These contracts are typically public private partnership (PPP) agreements, whereby a government agency
provides the private player, rights to build, operate and maintain a facility on public land for a fixed period,
after which assets are transferred back to the public authority. Funding for the project is arranged by the
concessionaire, through a mix of equity and debt from banks and other financial institutions.

ii. EPC (Engineering, Procurement and construction)

EPC contracts are fixed price contracts where the client provides conceptual information about the project.
Technical parameters, based on desired output, are specified in the contract. The contractor undertakes the
responsibility of designing the project, either through an in-house design team or by appointing consultants.
Unlike item rate and LSTK contracts, the contractor is allowed to innovate on the design of the project.
Based on these designs, the contractor draws up cost estimates and accordingly bids for the project.

iii. Toll collection

Toll collection concept as a separate business model evolved in 2009. Under this model, authority invites
bid from private players for collection of roads constructed under EPC and BOT (Annuity). It is a short
duration project, typically of 12 months. The private player with the highest bid is awarded the project. The
user fee is pre-determined by the contracting authority. Right to collect user fee during the concession
period lies with the private player, while contract of this category involves negligible to minimal
construction and maintenance of the road.

iv. OMT (Operate, Maintain and Transfer)

Operate, Maintain and Transfer concept was introduced with an objective to assure road users of adequate
quality and safety. An OMT project consists of combined contracts for right to collect toll apart from
operation and maintenance of the stretch. This model provides consistent revenues to NHAI on the one
hand and Just-in-Time (JIT) maintenance of the project on the other hand. It includes performance based
maintenance, periodic maintenance, routine maintenance (minor repairs, cleaning of carriageways,

52
shoulders, cross drainage structures etc.), road property management and incident management. In this type
of arrangement, toll collection rights are given to private operator.

New Tolling Policy
Central government is authorised to levy a fee (toll) under section 7 of the National Highways Act, 1956 for
public funded project and under section 8-A of the said act, for private investment project. The government can
levy fee on all sections of National Highways (irrespective of 4 lane or 2 lanes), tunnels, bypass and on bridges
with specific cost criteria.

Toll Collection Business Model

Scope of toll collection contract

The primary purpose of a toll collection contract is to provide private players with the opportunity to toll
highways, construction work of which has already been completed. As part of this agreement, maintenance of
the highway does not come under the purview of the concessionaire unlike the arrangement for BOT and OMT,
where road operation and maintenance are an integral part of the contract.

Concession period

Toll collection contract is typically of a short duration, which in case of NHAI, ranges from 3-12 months for
roads constructed under EPC model and 24 months for roads constructed under BOT Annuity model. In case of
state authorities, concession period typically extends from 12-36 months.

Toll Collection Projects under NHAI

In 2009, NHAI handed over the toll collection process to private companies. Under this model, bids were
invited for select toll plazas and the private toll collection agency was selected on the best revenue share deal
offered to the concerned authority. (These private players are specialist toll management companies).

As witnessed in 2012-13, the year 2013-14 saw majority of the bids for toll projects being invited by NHAI.
Around 98-102 projects were invited to bid for by NHAI which was a significant jump from 84-88 the previous
year. State authorities invited bids for 35-40 projects in 2011-12, which further increased to 50-55 in 2012-13.
As of 2013-14, around 6,800 km of National Highways constructed on EPC and BOT Annuity basis are tolled
under the toll collection model.

Toll Collection Projects under State Authorities

States like Maharashtra, Haryana, Rajasthan, Odisha, Gujarat, Tamil Nadu and Karnataka have adopted the
tolling model.

OMT Business Model
In the past, both state and National Highways have attracted significant investments for their development.
Stretches that were developed under public private (PPP) model are currently being maintained to the desired
performance standards by the concessionaire. However, stretches that were developed by the utilisation of
public funds need to be maintained at adequate service levels by the respective national or state authority.
Repair and maintenance work on these public funded stretches is being carried out annually as per availability
of funds, extent of damage etc., to keep these highways suitable for public use.

Concession Period

The concession period is identified on project specific basis but typically, for NHAI projects, it is 9 years
(although a few 6-year contracts have also been awarded), after which the concessionaire has to transfer the
project stretch back to the government authority. The concession period is linked to periodic maintenance cycle

53
of the project highway and is almost equal to the life of renewal work i.e. concession period is chosen such that
an OMT contract ends before the necessity to upgrade the project stretch from 2 lane to 4 lane or 4 lane to 6
lane etc. arises.

Risk sharing under OMT contract

The commercial and technical risks associated with operation and maintenance such as traffic risk, toll
collection risk and financing risk are typically allocated to the concessionaire whereas political risk is allocated
to the government authority, as it can handle it better. Construction risk is relatively lower for OMT projects
when compared to BOT / EPC projects.

OMT projects have financial liabilities, principally towards road development agencies, unlike capital-intensive
DBFOT (toll) projects, where financial liabilities of the project are towards both road development agencies and
lenders.

Key drivers of the OMT business model

The OMT Model, apart from bridging the significant gap of lack of funds available for operation and
maintenance of roads (highways) in India, also provides certain other advantages, which have been listed
below:

Under OMT contracts, the efficiency of the private sector in toll collection and O&M is leveraged.
This typically leads to a decrease in costs as well as increase in revenues - owing to a reduction in
leakage of toll.

Under an OMT contract, a concessionaire is awarded O&M and tolling of a project stretch, for a
typical duration of 9 years. This significantly reduces the administrative efforts of the awarding
agency, as earlier the authorities (NHAI, state agencies etc.) used to hire two separate agencies every
year, one for tolling and the other for O&M of a project stretch. (standalone tolling or O&M contracts
are typically for a smaller contract period of around 1 year).

All OMT projects that have been awarded till date have resulted in the premium (concession fee) being
shared by the concessionaire with the awarding authority (NHAI / state authority). Revenue generated
through premium sharing can be used for development of other road corridors.

The OMT market will primarily be driven by:

A number of BOT players exiting their current projects resulting in the new buyer to contract the
projects on OMT basis.

Rising penetration of OMT stretches in state highways, especially in the states of Karnataka, Bihar,
and Madhya Pradesh.

Key Players in the Tolling Market

Based on a sample of 241 NHAI toll projects (for which financial bids have been opened/awarded) in 2011-12,
2012-13 and 2013-14, each of the 3 players has bid for a substantial number of projects.

MEPIDPL bid for 50-55 per cent of the projects;
Eagle Infra bid for 20-25 per cent of the projects;
Konark Infra bid for 15-20 per cent of the projects;

As inferred from the above points, MEPIDPL is a leading player in the business of toll collection based on the
total number of projects bid for and won by the company in 2011-12, 2012-13 and 2013-14. At the next level,
Eagle Infra and then Konark Infrastructure are other major players in the toll collection business.

54

Key Players in the OMT Market


Note: Above list is based on projects awarded by NHAI till June 2014; Lane km refers to total project length
into the number of lanes of the highway section.

Considering the various factors such as number of projects, estimated project cost, length of projects, number of
lane kilometres maintained by a player under OMT projects, MEPIDPL is the leading player in the OMT field.
Based on the the same parameters, SMS Infrastructure, PATH and DRAIPL are the other key players in the
OMT segment.

Based on information presented in the above sections, MEPIDPL is a leading player in India across OMT and
toll collection segments combined

55
SUMMARY OF OUR BUSINESS

Overview

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India
presence. We focus on pure toll collection projects as well as OMT projects, which involve maintenance
obligations in addition to toll collection on operational roads (including highways) constructed by third parties.
According to the report on Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection market for
Road Projects in India dated June 2014 by CRISIL Research (the CRISIL Report), we are the leading player
in OMT as well as toll collection in India based on the number of projects operated and quality of project
stretches.

We commenced our business with collection of toll at the five Mumbai Entry Points in December 2002, which
we undertook for a period of eight years till November 19, 2010 pursuant to a contract with MSRDC (and
subsequent extensions thereof). As of the date of this Draft Red Herring Prospectus, we have completed 68
projects, with an aggregate of 122 toll plazas and 783 lanes, and have an overall experience of over 12 years in
this business across 12 states in India. Some of the significant toll collection projects completed by us include:
(i) project for collection of toll at five Mumbai Entry Points where we currently operate an OMT contract
pursuant to a re-award; (ii) project for collection of toll at Chalthan toll plaza, Gujarat; (iii) project for collection
of toll at the toll plazas located at Ahmedabad, AUDA Ring Road, Nadiad, Anand and Vadodara on the
Ahmedabad Vadodara Expressway, Gujarat; (iv) project for collection of toll for the Rajiv Gandhi Sea Link,
Mumbai, Maharashtra; (v) project for collection of toll at Chirle toll plaza and Karanjade toll plaza,
Maharashtra; and (vi) project for collection of toll at the toll plazas on Hanumangarh Kishangarh road,
Rajasthan. For details of our completed projects, see Our Business Our Projects Completed Projects on
page 150.

Our projects are awarded to us through competitive bidding process (electronic bidding in some cases) and after
satisfaction of various prescribed pre-qualification criteria. Tenders for our projects are submitted on the basis
of traffic volume and revenue forecasting undertaken by us through in house surveys. We generate revenue
from toll collection and OMT projects through collection of toll from commuters. Our toll collection and OMT
projects have been awarded to us by statutory corporations or government companies primarily being NHAI,
MSRDC, RSRDC, RIDCOR, MJPRCL and HRBC.

We currently operate 23 toll collection projects with an aggregate of 40 toll plazas, five OMT projects covering
2,530.04 lane kilometres with an aggregate of 15 toll plazas and one BOT project covering 42.02 lane
kilometres with five toll plazas. These ongoing projects are located across nine states in India.

Our portfolio of ongoing toll collection projects includes both Long Term (of an initial term in excess of one
year) and Short Term (of an initial term of one year or lesser) projects. Our Long Term toll collection projects
are the Phalodi Ramji Project in Rajasthan for a period of five years until September 2015, IRDP Solapur
Project in Maharashtra for a period of 156 weeks until December 2015, the Vidyasagar Setu Project in West
Bengal for a period of five years until August 2018, the ITEL Project in Tamil Nadu for a period of three years
until March 2017, the Kalyan-Shilphata Project in Maharashtra for a period of 156 weeks until September 2016,
the Kini Tasawade Project in Maharashtra for a period of 104 weeks until May 2016 and the Mahua Hindaun
Karauli Project in Rajasthan for a period of 21 months until October 2014. We also operate 16 Short Term toll
collection projects. For further details of our ongoing projects, see Our Business Our Projects on page 151
below.

Our ongoing OMT projects include the Mumbai Entry Points Project, which is our largest OMT project on the
basis of revenue, under which we undertake the operation and maintenance of, and toll collection at, the five
Mumbai Entry Points and the maintenance of 27 flyovers and certain allied structures in Mumbai for a period of
16 years until 2026. We also operate the RGSL Project with the right to collect toll for and maintain, the RGSL
in Mumbai for a period of 156 weeks until 2017. We have been undertaking collection of toll at the RGSL since
its opening in 2009 pursuant to Short Term contracts and have now been awarded a new OMT contract, in
January 2014. We also operate the Madurai-Kanyakumari Project, the Hyderabad-Bangalore Project and the

56
Chennai Bypass Project, which are all OMT projects - with the right to collect toll at, and maintain, the road
forming part of such projects for a period of nine years until 2022. Additionally, we also operate a BOT project,
being the Baramati Project under which we constructed the four-lane Sakhali bridge on Karha River in Baramati
and are currently entitled to undertake maintenance of, and collection of toll at, the roads and bridges in
Baramati for a period of 19 years and four months until 2030. We have issued a termination notice dated May
27, 2014 to MSRDC for terminating the Baramati Project and subsequently a letter dated July 28, 2014 seeking
termination payments under the concession agreement for the Baramati Project. However, the termination has
not taken effect and we continue to operate the Baramati Project as on date.

We make use of advanced technology for the operation of our projects which helps in improving operational
efficiency and ensuring transparency in the process of toll collection. In August 2012, we launched an electronic
toll collection (ETC) system based on RFID technology which was implemented at the toll plaza in RGSL,
Mumbai. In addition to the RGSL toll plaza, the RFID technology based ETC system has been implemented at
the toll plaza at the Vidyasagar Setu Project and at four toll plazas forming part of the Mumbai Entry Points
Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai Entry
Points Project. As of August 31, 2014 we had over 22,000 customers enrolled in the RFID technology based
ETC system at our projects. Further, we also use weight based tolling system for our OMT contracts with NHAI
with the help of devices that are designed to capture and record axle weights and gross vehicle weights as
vehicles drive over a measurement site.

Our total revenue on a consolidated basis increased from ` 3,291.29 million in Fiscal 2010 to ` 12,401.34
million in Fiscal 2014, representing a CAGR of 39.32%. Our consolidated EBITDA increased from ` 62.95
million in Fiscal 2010 to ` 3,629.63 million in Fiscal 2014, representing a CAGR of 175.56%. During the last
five Fiscal Years, we have earned aggregate revenue of ` 43,357.39 million from our projects as against
aggregate payment of ` 27,629.45 million paid to the authorities in respect of such projects.

Our Strengths

Established and leading player in the toll management industry with proven track record

We are an established and leading toll operator in India with an overall experience of over 12 years in the
business. (Source: CRISIL Report). As of the date of this Draft Red Herring Prospectus, we have completed 68
projects, with an aggregate of 122 toll plazas and 783 lanes, across 12 states in India. We also currently have 23
ongoing toll collection projects with an aggregate of 40 toll plazas, five ongoing OMT projects covering
2,530.04 lane kilometres with an aggregate of 15 toll plazas and one ongoing BOT project covering 42.02 lane
kilometres with five toll plazas, spanning nine states in India. We undertook toll collection at the five Mumbai
Entry Points from December 2002 until November 2008 pursuant to a contract with MSRDC and subsequent
extensions thereof until November 2010, and currently operate the Mumbai Entry Points Project, which is our
first OMT contract. Further, we have been undertaking collection of toll at the Rajiv Gandhi Sea Link, Mumbai
since its opening in 2009. We have also been operating the Phalodi Ramji Project, one of our Long Term toll
collection projects since September 2010. We currently operate, and have in the past operated, several toll
plazas at the same time in different states in India. We believe that our ability to manage multiple projects
across different geographies provides us with a significant advantage to efficiently manage our growth and
expansion.

Early mover advantage

We benefit from an early mover advantage being one of the first few companies focusing on pure toll collection
having started our business in December 2002 by collecting toll at the five Mumbai Entry Points. We believe
that our experience and expertise in toll management gives us an advantage while bidding for new toll
collection contracts, in capitalising on new opportunities available in the market and evolving with new formats
of toll collection contracts. For instance, we have expanded our business in the last few years to include Long
Term toll collection and OMT projects. According to the CRISIL Report, we are a leading player in the OMT
sector on the basis of the number of OMT projects operated and the number of lane kilometers maintained
under OMT projects. We believe that our success ratio is a result of our experience and expertise in the business
and the industry. Further, we believe that our experience of having operated a number of toll collection projects

57
over the last 12 years provides us with significant advantage when tenders for these projects are floated for re-
bidding by the authorities. We have in the past been re-awarded many projects which were operated by us
previously, including, inter alia, the project for collection of toll at Chirle and Karanjade in Maharashtra and
project for collection of toll at the toll plazas on Ahmedabad Vadodara Expressway in Gujarat. In 2010, we
were awarded the Mumbai Entry Points Project on an OMT basis after having previously undertaken collection
of toll at the five Mumbai Entry Points from December 1, 2002 till November 19, 2010. Further, in 2014, we
were awarded the RGSL Project on an OMT basis after having undertaken collection of toll at the RGSL since
its opening in 2009.

I ntegrated structure with in-house capabilities to undertake most of the activities related to our projects
including traffic study expertise and revenue forecasting capabilities

We undertake most of the activities related to our toll collection as well as OMT projects in-house, including
tendering for the project, conducting traffic survey, forecasting revenue, achieving financial closure and
collection of toll. This helps us in reducing our reliance on sub-contractors and third parties and decreases our
costs. We, however, use sub-contractors from time to time for the maintenance activities part of our OMT
projects.

Our in-house business development team prepares tendering documents for all our bids. Our ability to tender
appropriately for our projects depends significantly on the assessment of the future traffic patterns and the
amount of toll to be collected. We have developed an in-house traffic survey team, which has dual
responsibility of conducting pre-bidding traffic surveys as well as monitoring loss in revenue on account of non-
paying vehicles for ongoing projects. As of August 31, 2014, we had 29 members in our traffic survey team.
Our traffic survey team has conducted surveys on national highways, state highways, expressways, bypasses
and bridges in various states in India. Our traffic survey team is headed by Dinesh Padalkar who has an
experience of over 14 years in conducting and supervising traffic surveys. Projections of revenue are based on
factors such as trends in traffic counts, terms and conditions of request for proposal, fee notification and
amendments, survey data and historical information, if available. The final revenue model is thereafter
discussed and finalized by the senior management for the purpose of bidding. We believe our in-house traffic
study and revenue forecasting capacity and expertise strengthens our ability to evaluate new projects and tender
effectively for toll collection and OMT contracts.

Further, for our OMT projects, we undertake engineering study which includes carrying out road condition and
inventory survey of the project roads, identifying portions subject to frequent damage, inspection of major and
minor structures on the project roads which involve maintenance requirements and preparation of maintenance
expenditure. The engineering study is undertaken by our in-house experts with the help of third party
engineering consultancy service providers who are engaged primarily for the purpose of undertaking studies
regarding road condition, inspection of structures and preparing maintenance expenditure.

Our finance and operations team co-ordinates activities relating to achieving financial closure for each project
including by way of obtaining fund based as well as non-fund based loan facilities from banks/financial
institutions.

We have a mix of own employees as well as individuals on contract basis to enable us to undertake our tolling
operations. As of August 31, 2014, we had 3,518 employees engaged as toll operational staff, to carry out
various functions relating to toll collection and had 1,132 individuals on contract basis for providing non-toll
collection related services such as security at different toll plazas. We believe that our integrated structure
enables us to bid for our projects efficiently and to complete the projects on a profitable basis.

Use of advanced technology for toll collection

We make use of advanced technology for collection of toll which helps in improving our operational efficiency
and ensuring transparency in the process of toll collection.

As part of the prepaid mode of toll collection, we use smart cards as well as RFID technology based tags that
are mounted on the windshield. These enable faster traffic clearance at the toll plazas. The RFID technology

58
based ETC system senses the tag mounted on the windshield of the users vehicle and deducts the toll fee from
the prepaid amount as per the toll fee notification of the project. We have implemented an RFID technology
based ETC system at the RGSL toll plaza in Mumbai, the Vidyasagar Setu Project and at four toll plazas
forming part of the Mumbai Entry Points Project. We are in the process of implementing the same at the
remaining one toll plaza of the Mumbai Entry Points Project. We also have the smart card based ETC system
which enables the users to make payments through prepaid smart cards at some of our projects including, the
Mumbai Entry Points Project, Chennai Bypass Project, Hyderabad-Bangalore Project, Madurai-Kanyakumari
Project, RGSL Project, the Dankuni toll plaza in West Bengal and the Kalyan-Shilphata Project. ETC systems
reduce cash management resulting in revenue enhancement as well as improved transparency in the amount of
toll collected. ETC systems also help in reducing the clearing time for vehicles at the toll stations thereby
improving operational efficiency.

Payments at the toll plazas, both electronic as well cash payment, are processed through a semi-automated or a
fully-automated toll collection system, depending on complexity of the project and the infrastructure provided
by the government authority. Both these systems collect and store traffic and payment data, thereby reducing
the need for manual operation. A semi-automated system consists of revenue collection software desktop,
barrier gate, smart cards and monitoring cameras and a fully automated system includes equipments such as
vehicle counting classifier, vehicle audit system, communication channels and traffic control equipment in
addition to all the components of a semi-automated system.

For the purpose of identifying categories of vehicles and to charge an appropriate toll rate, the automatic vehicle
identification based in-road/infrared sensors are also used. We also use weigh-in-motion technology for projects
where weight based toll collection is mandated. Our weight based tolling systems are integrated with the fully
automatic toll collection system for enhanced revenue controls.

We have set up a centralized control room at our Mumbai head office that consolidates cameras at the toll
plazas to enable video based monitoring of the toll operations, throughout the day.

Use of advanced technology in the process of toll collection helps us in reducing our dependence on manpower
and ensures better clearing time at the toll booths and transparency in the toll collection process. For further
details, see Our Business Information Technology on page 175 below.

Business model which does not involve construction or gestation related risks

We follow an asset light business model by focusing on pure toll collection as well as OMT projects on
operational roads constructed by third parties. We acquire the right to collect toll on operational roads pursuant
to contracts entered into with various authorities. We generate our revenue through collection of toll from
commuters, under projects acquired by forecasting the traffic volume based on in-house surveys. We do not
undertake construction of road projects, thereby avoiding risks associated with construction and gestation of
projects. We believe that the asset light nature of our business model enables us to bid for more projects and
expand our business without the risks associated with road construction.

Experienced Promoters and senior management

We have a senior management with extensive experience in the road infrastructure sector. Our Promoter and the
Chairman of our Company, Dattatray P. Mhaiskar has 47 years of experience in construction and infrastructure
industry. Our Promoter and the Vice Chairman and Managing Director of our Company, Jayant D. Mhaiskar
has 17 years of experience in relation to road infrastructure projects. Murzash Manekshana, the Executive
Director of our Company, who also manages our day-to-day operations, has over 21 years of experience in
areas of fund raising, investment management, risk management, strategic planning and business development.
We also benefit from our experienced Key Management Personnel who handle various departments of our
Company and our business. The chief tolling officer of our Company, Uttam Pawar has over 24 years of
experience in the tolling business and our chief operating officers, Subodh Garud and Sameer Apte have 18 and
14 years of experience, respectively, in tolling operations. For further details, see the section Management on
page 221.


59
We have faced low attrition in our Key Management Personnel in the last three years.

We leverage the understanding and the experience of our senior management in successfully managing our
operations which has facilitated the growth of our business.

Diversified project portfolio across different states in I ndia, with an increasing mix of Long Term contracts

We have a diverse project portfolio of toll collection as well as OMT projects spanning across nine states in
India, being Andhra Pradesh, Gujarat, Karnataka, Maharashtra, Odisha, Rajasthan, Tamil Nadu, Uttar Pradesh
and West Bengal. Since the commencement of our business in 2002, we have operated toll collection projects
across 12 states in India. The geographic diversity of our project portfolio plays a significant role in developing
our experience and expertise including our ability to evaluate and bid effectively for new projects.

Further, a majority of our OMT projects are located in major cities of India or on the road connecting major
metropolitan cities in India. The Mumbai Entry Points Project, which is our largest OMT project based on
revenue, and the RGSL Project are located in Mumbai. Further, the Chennai Bypass Project is located in
Chennai, the Hyderabad-Bangalore Project is on National Highway No. 7 which connects the cities of
Bangalore and Hyderabad and the Madurai-Kanyakumari Project is on National Highway No. 7 connecting the
cities of Madurai and Kanyakumari.

Our ongoing project portfolio is a combination of Short Term and Long Term projects, with 16 Short Term toll
collection projects, seven Long Term toll collection projects, five OMT projects and one BOT project. All of
our ongoing Long Term projects which involve both toll collection projects as well as OMT projects, have been
awarded to us (or acquired by us) since 2010. Further, for our OMT projects with NHAI, we have non-compete
provisions with respect to roads to be constructed by the NHAI and any other government instrumentality for
the period of the contract. However, these restrictions fall away if the traffic on the road exceeds pre-specified
limits in any year.

We believe that our diverse project portfolio provides us with an advantage in capitalising on new opportunities
available in the sector. Further, diversification helps us in restricting our reliance on any specific region and
strengthens our business by reducing the impact, on our business, of any force majeure event in any particular
region.

Ability to achieve financial closure for projects

As of the date of this Draft Red Herring Prospectus, we have completed 68 projects with an aggregate of 122
toll plazas and 783 lanes. Commercial operation of a project is typically commenced only upon achieving
financial closure and our ability to achieve financial closure for our projects is demonstrated by the number of
projects completed by us over the past years.

We finance the payments to be made to the authorities for our projects by way of fund based as well as non-
fund based loan facilities from banks/financial institutions. Our ability to obtain adequate financing for our
projects provides us with increased availability of funds for our business development and other expansion
activities. We have, in the past, been able to obtain third party debt for our projects in a timely manner. As of
August 31, 2014, we had an outstanding borrowing of ` 32,416.06 on a consolidated basis under various loan
facilities availed from 13 banks/financial institutions. For details of financing arrangements obtained for our
projects, see the section Financial Indebtedness on page 430.

Our Strategies

Focus on Long Term Projects and reduce dependency on Short Term Projects

Our portfolio of ongoing projects includes 16 Short Term projects awarded by NHAI, MJPRCL and RIDCOR.
We intend to reduce our dependence on Short Term contracts in the future and focus on Long Term Projects.
Our Mumbai Entry Points Project, which is our first and the largest OMT project on the basis of revenue, was
awarded to us in 2010 and is operational until 2026. Further, in line with this strategy, during Fiscal 2014 we

60
commenced operating (i) three OMT projects awarded to us by NHAI, each with a term of nine years, (ii) one
OMT project awarded to us by MSRDC with a term of 156 weeks; (iii) one Long Term toll collection project
awarded to us by MSRDC, with a term of 156 weeks; (iv) one Long Term toll collection project awarded to us
by HRBC, with a term of five years, and (v) one Long Term toll collection project awarded to us by ITEL, with
a term of three years. For Fiscal 2012, contribution from Short Term Projects and Long Term Projects to our
total revenue was 60.83% and 34.20%, respectively. For Fiscal 2014, contribution from Short Term Projects
and Long Term Projects to our total revenue was 37.52% and 59.07%, respectively.

Long Term contracts provide us with a steady and predictable revenue stream as compared to Short Term
contracts. While we intend to continue to bid for Short Term contracts on an ongoing basis, we believe that
Long Term contracts will be the driving factor for the growth and expansion of our business in the future.


Focus on acquisition of operational roads constructed by third parties

We intend to acquire, on an opportunistic basis, the OMT and/or toll collection rights from third parties for the
roads constructed by them which are fully operationalised with a well established traffic. We intend to acquire
such maintenance and/or toll collection rights either individually or jointly with other parties subject to
availability of projects on terms that are favourable to us. Through such acquisitions, we intend to become a
concessionaire without undertaking construction of such projects. We do not intend to undertake projects
involving substantial construction of roads, thereby avoiding risks and costs associated with construction. We
will continue to bid for various tenders for toll collection and OMT projects invited by government authorities
and private parties.

In addition, we have also recently incorporated a subsidiary, MEP Tormato Private Limited, to provide
specialized OMT services for projects of third parties.


Further develop specialized in-house capabilities in maintenance of road infrastructure

We intend to further develop specialized in-house capabilities in maintenance activities for the road
infrastructure. We believe that such specialized in-house experience in maintenance activities would prove to be
advantageous while bidding for and executing OMT contracts. We have incorporated our Subsidiary, MEP
Highway Solutions Private Limited in November 2012 to focus on maintenance activities for roads, and we
intend to undertake maintenance activities under our OMT projects with NHAI and MSRDC through this
Subsidiary. We believe that further developing specialized in-house capabilities in maintenance activities would
reduce dependence on sub-contractors, thereby avoiding risks and minimizing costs associated with sub-
contracting.

Enhance usage of information technology, to reduce dependence on manpower, improve operational
efficiency and enhance revenue

Operating toll booths has historically been a labour-intensive business, since it involves 24 hour operations,
need for quick vehicle clearance (requiring multiple attendants at each booth) and substantial cash management.
We are exploring options to reduce our dependence on manpower in our tolling operations, specially through
use of technologies at our toll booths such as RFID (at certain toll booths), video/image capturing equipment,
automatic vehicle identification based on in-road/infrared sensors and weigh-in-motion technology where
weight-based toll collection is mandated. For instance, we have implemented the RFID based ETC system at the
toll plaza for the RGSL Project in Mumbai and at four toll plazas forming part of the Mumbai Entry Points
Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai Entry
Points Project. Further, NHAI has recently promoted Indian Highways Management Company Limited
(IHMCL) which proposes to establish nationwide RFID based ETC system together with central clearing
house services, under which all toll plazas in India that are under NHAIs jurisdiction will have dedicated RFID
based ETC lanes under a centralised toll collection system. Pursuant to this project, we are required to establish
RFID based ETC system at the toll plazas forming part of our OMT projects with NHAI. ETC systems reduce
cash management thereby minimising revenue leakage and improving transparency in the amount of toll

61
collected. ETC systems also help in reducing the clearing time for vehicles at the toll stations thereby improving
operational efficiency. We intend to expand the usage of information technology to our toll plazas that are
currently being operated manually to improve operational efficiency and ensure better transparency in the
process of toll collection.

For details, see Information Technology on page 175 below.

62
SUMMARY FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from:

a. The Restated Consolidated Financial Information of our Company, prepared in accordance with Indian
GAAP and the Companies Act, 1956 and restated in accordance with the SEBI Regulations as of and for
the year ended March 31, 2010, 2011, 2012, 2013 and 2014; and

b. The Restated Standalone Financial Information of our Company, prepared in accordance with Indian
GAAP and the Companies Act, 1956 and restated in accordance with the SEBI Regulations as of and for
the years ended March 31, 2010, 2011, 2012, 2013 and 2014.

The Restated Financial Information referred to above are presented under the section Financial Statements
on page 256. The summary financial information presented below should be read in conjunction with the
Restated Financial Information, the notes thereto and the sections Financial Statements and Managements
Discussion and Analysis of Financial Condition and Results of Operations on pages 256 and 402,
respectively.

Standalone Summary Financial Information of Restated Assets and Liabilities of our Company

(in ` million)
Particulars As at
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010

Equity & Liabilities

(1) Shareholder's funds
(a) Share capital 1,000.00 1,000.00 1,000.00 112.50 112.50
(b) Reserves and surplus 1,175.05 1,131.98 967.08 786.17 862.23

(2) Non-current liabilities
(a) Long-term borrowing 283.57 722.00 1,261.50 10.71 -
(b) Deferred tax liabilities - - - 0.78 -
(c) Long term provisions 9.67 10.37 7.97 5.52 2.14

(3) Current liabilities
(a) Short-term borrowing 1,063.79 132.95 2,021.13 440.41 1,131.67
(b) Trade payables 299.05 170.92 162.14 59.49 8.40
(c) Other current liabilities 928.49 1,029.78 3,852.92 7,684.66 180.65
(d) Short-term provisions 2.55 2.70 1.77 1.09 0.79

Total 4,762.17 4,200.70 9,274.51 9,101.33 2,298.38

Assets

(4) Non-current assets
(a) Fixed assets 148.77 115.78 96.30 40.26 17.00
(b) Non-current investments 708.75 318.09 287.54 377.34 0.45
(c) Deferred tax assets (net) 9.92 12.18 2.07 - 1.16
(d) Long-term loans and
advances
1,609.87 1,873.82 2,070.83 1,617.74 54.12
(e) Other non-current assets 38.96 47.01 36.17 26.94 -

(5) Current assets
(a) Current investments - - - - 2.00
(b) Trade receivables 232.17 260.83 33.57 269.09 285.22
(c) Cash and bank balances 275.96 291.43 454.81 367.67 203.25

63
Particulars As at
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
(d) Short-term loans and
advances
1,656.18 1,272.27 6,291.62 6,401.39 1,734.28
(e) Other current assets 81.59 9.29 1.60 0.90 0.90
Total 4,762.17 4,200.70 9,274.51 9,101.33 2,298.38

Note:
The above statement should be read with the notes to restated standalone summary Statements of Assets and
Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B and IV C.

Standalone Summary Financial Information of Restated Profit and Loss of our Company

(in ` million)
Particulars For the year ended
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010

A Income
Revenue from operations
Toll and octroi collection 4,832.55 8,921.43 7,017.01 3,295.68 3,283.13
Other operating revenue 34.15 195.40 214.36 156.50 -
Other income 116.54 15.18 517.16 97.37 8.16
Total 4,983.24 9,132.01 7,748.53 3,549.55 3,291.29

B Expenses
Operating and maintenance
expenses
4,315.93 7,984.67 6,429.91 3,136.63 3,126.64
Employee benefits 178.53 400.99 304.71 132.59 59.55
Depreciation 26.25 17.70 13.23 5.06 4.68
Finance costs 267.91 280.86 539.32 185.48 53.38
Other expenses 127.11 192.73 164.57 78.37 42.11
Total 4,915.73 8,876.95 7,451.74 3,538.13 3,286.36
Restated profit before tax 67.51 255.06 296.79 11.42 4.93

C Tax expense
Current tax 22.18 100.27 118.73 85.55 15.93
Deferred tax charge/(credit) 2.26 (10.11) (2.85) 1.93 0.24
Total tax expense 24.44 90.16 115.88 87.48 16.17
Restated profit / (loss) for
the years (A - B - C)
43.07 164.90 180.91 (76.06) (11.24)

Note:
The above statement should be read with the notes to restated standalone summary of Statements of Assets and
Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B and IV C.

Standalone Summary Financial Information of Restated Cash Flows of our Company

(in ` million)
Particulars For the year ended
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
A. Cash flows from operating
activities

Profit before taxation (as restated) 67.51 255.06 296.79 11.42 4.93
Non cash adjustments to

64
Particulars For the year ended
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
reconcile profit before tax to net
cash flows
Depreciation 26.25 17.70 13.23 5.06 4.68
Interest income (114.31) (13.25) (516.74) (96.69) (8.14)
Dividend income (0.02) - - (0.68) -
Loss on fixed assets written off 3.05 1.08 0.96 - -
Provision for wealth tax 0.28 0.03 0.12 0.10 0.11
Profit on sale of mutual fund - - (0.28) - -
Finance cost 267.91 280.86 539.32 185.48 53.38
Provisions no longer required
written back
(1.64) - - - -
Operating profit before working
capital changes (as restated)
249.03 541.48 333.40 104.69 54.96
Adjustments for movements in
working capital

(Increase)/ Decrease in loans and
advances
(267.90) 5,165.33 (382.24) (6,932.07) (907.73)
(Increase)/ Decrease in trade
receivables
28.66 (227.26) 239.81 15.65 (230.83)
Increase/ (Decrease) in trade
payables
128.68 (51.20) 212.64 794.53 (41.55)
Increase/ (Decrease) in provisions (1.47) 3.29 3.02 3.57 0.46
Increase/ (Decrease) in other
current liabilities
(13.30) (2,919.95) (2,739.99) 2,787.37 10.40
Cash flows from operations 123.70 2,511.69 (2,333.36) (3,226.26) (1,114.29)
Income taxes paid (net of refunds) (32.96) (98.18) (118.68) (130.45) (85.27)
Net cash generated from /(used
in) operating activities (A)
90.74 2,413.51 (2,452.04) (3,356.71) (1,199.56)

B. Cash flows from investing
actvities

Purchase of tangible fixed assets (70.18) (39.39) (73.96) (28.31) (2.45)
Proceeds from sale of fixed assets 7.86 - 3.70 - -
Proceeds from sale of investments 30.00 - 1,500.28 2.00 132.82
Purchase of investments - - (1,500.00) - -
Purchase of fixed deposits (265.39) (150.30) (138.35) (506.83) (79.73)
Redemption / maturity of fixed
deposits
296.77 93.14 198.25 437.31 60.00
Investment in subsidiaries and
enterprises over which significant
influence is exercised by key
managerial personnel
(262.00) (30.54) - (376.88) (0.08)
Sale of investment in subsidiaries
and enterprises over which
significant influence is exercised by
key managerial personnel
- - 89.80 - -
Dividend received on mutual fund 0.02 - - 0.68 -
Interest received 41.91 9.06 510.57 96.69 7.52
Net cash (used in) / generated
from investing activities (B)
(221.01) (118.03) 590.29 (375.34) 118.08

C. Cash flows from financing
activities

Proceeds from issue of shares - - 887.50 - -
Proceeds from borrowings 1,496.83 1,152.77 7,759.75 4,853.52 1,191.60
Repayment of borrowings (1,104.64) (3,382.29) (6,045.83) (851.61) -
Finance cost paid (254.17) (272.15) (588.77) (148.91) (40.32)

65
Particulars For the year ended
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
Net cash (used in)/generated
from financing activities ( C)
138.02 (2,501.67) 2,012.65 3,853.00 1,151.28
Net (decrease) / increase in cash
and cash equivalents ( A + B + C
)
7.75 (206.19) 150.90 120.95 69.80
Cash and cash equivalents,
beginning of the year
180.26 386.45 235.55 114.60 44.80
Total Cash and cash equivalents,
end of the year
188.01 180.26 386.45 235.55 114.60

Notes:
1)
Components of cash and cash
equivalents
For the year ended
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
Cash on hand 124.78 119.93 257.21 136.58 103.78
Balance with banks
- Current accounts 61.05 60.33 129.24 98.97 10.82
-in bank accounts 2.18 - - - -

Total 188.01 180.26 386.45 235.55 114.60

2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.
3) The Cash Flow Statements has been prepared under the indirect method as set out in Accounting Standard
- 3 ('AS-3') on cash flow statements prescribed in Companies (Accounting Standard) Rules, 2006


66
Consolidated Summary Financial Information of Restated Assets and Liabilities of our Company

(in ` million)
Particulars As at
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010


Equity & Liabilities
(1) Shareholder's funds
(a) Share capital 1,000.00 1,000.00 1,000.00 112.50 112.50
(b) Reserves and surplus (1,821.22) (1,167.96) (543.14) 7.93 860.76

(2) Share application money - 453.38 453.38 - -

(3) Minority Interest 8.59 0.01 0.01 53.71 -

(4) Non-current liabilities
(a) Long-term borrowings 28,662.62 29,128.01 29,863.62 26,422.39 -
(b) Deferred tax liabilities - - - 49.34 -
(c) Long-term provisions 14.57 11.50 8.57 5.52 2.14
(d) Other long-term liabilities 1,566.00 1.83 - - -

(5) Current liabilities
(a) Short-term borrowings 1,386.78 388.42 448.79 1,260.92 1,131.67
(b) Trade payables 1,464.99 222.07 241.07 93.31 8.40
(c) Other current liabilities 3,115.41 2,842.91 1,675.02 5,487.75 180.65
(d) Short-term provisions 3.41 2.72 1.78 1.09 0.79

Total 35,401.15 32,882.89 33,149.10 33,494.46 2,296.91

Assets
(6) Non-current assets
(a) Fixed assets 23,751.39 21,512.20 22,073.55 22,543.31 16.99
(b) Non-current investments 6.27 30.42 0.37 940.37 0.37
(c) Deferred tax assets (net) 755.99 490.75 122.60 - 1.15
(d) Long-term loans and advances 7,520.39 7,027.34 2,660.14 2,135.31 52.65
(e) Other non-current assets 219.46 263.47 753.08 755.54 -


(7) Current assets
(a) Current investments 0.01 0.01 27.79 3.57 2.00
(b) Trade receivables 287.47 384.02 44.87 284.97 285.22
(c) Cash and bank balances 1,622.62 1,538.95 823.82 607.82 203.34
(d) Short-term loans and advances 916.94 1,578.92 6,519.20 6,205.60 1,734.29
(e) Other current assets 320.61 56.81 123.68 17.97 0.90
Total 35,401.15 32,882.89 33,149.10 33,494.46 2,296.91

Note
The above statement should be read with the notes on adjustments for restated consolidated summary
Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies as
appearing in Annexure IV A, IV B & IV C.



67
Consolidated Summary Financial Information of Restated Profit and Loss of our Company

(in ` million)
Particulars For the years ended
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
A Income
Revenue from operations 11,979.05 12,800.27 10,801.12 4,493.82 3,283.13
Other income 422.29 220.38 564.90 141.98 8.16
Total revenue 12,401.34 13,020.65 11,366.02 4,635.80 3,291.29

B Expenses
Operating and maintenance
expenses
8,015.33 8,332.87 6,678.96 3,214.87 3,126.64
Employee benefits 498.58 525.21 412.87 153.81 59.56
Depreciation, amortisation and
impairment
1,264.30 989.66 946.87 386.62 4.68
Finance costs 3,797.08 3,765.04 3,765.88 1,298.62 53.36
Other expenses 257.80 293.66 219.39 351.41 42.14
Total expenses 13,833.09 13,906.43 12,023.97 5,405.33 3,286.38

Restated (loss) / profit before tax (1,431.75) (885.79) (657.95) (769.53) 4.91

Tax expense
Current tax 30.13 107.27 118.73 85.99 17.40
Deferred tax (credit)/charge (265.24) (368.18) (171.92) 50.08 0.24
Restated (loss)/profit before
minority interest
(1,196.64) (624.88) (604.77) (905.60) (12.73)

(Profit)/loss attributable to Minority
Shareholders
(8.53) 0.06 53.70 52.77 0.02
Pre-acquisition profit/loss
adjustment
29.81 - - - -

Restated loss for the year (1,175.36) (624.82) (551.07) (852.83) (12.71)


Note
The above statement should be read with the notes on adjustments for restated consolidated summary
Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies as
appearing in Annexure IV A, IV B & IV C.



68
Consolidated Summary Financial Information of Restated Cash Flows of our Company

(in ` million)
Particulars For the year ended
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
A. Cash flows from operating activities
Restated (loss)/ profit before tax (1,431.75) (885.79) (657.95) (769.53) 4.91
Non cash adjustments to reconcile
profit before tax to net cash flows

Depreciation, amortisation and
impairment
1,264.30 989.66 946.87 386.62 4.68
Interest income (247.70) (205.96) (563.10) (140.94) (8.14)
Loss on fixed assets written off 3.05 1.08 0.96 - -
Provision for wealth tax 0.28 0.04 0.12 0.10 0.11
Profit on sale of mutual fund (0.02) (0.26) (1.22) - -
Finance cost 3,797.08 3,765.04 3,765.88 1,298.62 53.36
Dividend income (0.10) (0.86) (0.43) (0.97) -
Preliminary expenses written off - 0.04 2.32 0.46 -
Provisions no longer required written
back
(1.67) - - - -
Write back of sundry creditors - (0.10) - - -
Operating profit before working
capital changes
3,383.47 3,662.89 3,493.45 774.36 54.92

Adjustments for movements in
working capital

(Increase)/ Decrease in loans and
advances
10.13 415.94 (824.76) (6,346.45) (882.50)
(Increase)/ Decrease in trade receivables 96.55 (339.15) 240.10 6.69 (230.51)
Increase/ (Decrease) in trade payables 1,246.49 40.49 147.63 36.23 (66.80)
Increase/ (Decrease) in provisions 6.61 3.84 3.61 3.57 0.46
Increase/ (Decrease) in other current
liabilities
142.47 528.26 129.57 214.73 10.40
(Increase)/ Decrease in other current
assets
(103.94) - 4.73 1.82 -
Cash flows from operations 4,781.78 4,312.27 3,194.33 (5,309.05) (1,114.03)
Income taxes (paid)/refunded

(86.09) 0.89 (132.23) (241.69) (85.27)
Net cash generated from /(used in)
operating activities (A)
4,695.69 4,313.16 3,062.10 (5,550.74) (1,199.30)

B. Cash flows from investing activities
Purchase of fixed assets (160.13) (430.55) (481.75) (36.99) (2.45)
Proceeds from sale of fixed assets 1.60 - 3.70 - -
Purchase of intangible assets (567.03) - - (22,808.54) -
Purchase of non-current investments (106.05) (0.05) - (940.00) -
Sale of non-current investments 30.00 - 940.00 - -
Purchase of current investments - - - (3.57) -
Purchase of mutual funds - (549.50) (2,379.62) - -
Proceeds from sale of mutual funds 101.22 577.55 2,356.61 2.00 -
Purchase of fixed deposits (1,151.50) (543.21) (327.65) (1,324.43) (80.01)
Redemption / maturity of fixed deposits 1,302.67 315.64 248.25 437.31 60.00
Proceeds from investment in enterprises
over which significant influence is
exercised by key managerial personnel
- - - - 132.82
Investment in enterprises over which
significant influence is exercised by key
managerial personnel
(1.00) (30.00) - (11.52) -
Dividend received on mutual fund/shares 0.10 0.86 0.43 0.97 -

69
Particulars For the year ended
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
Interest received 71.85 273.79 460.30 111.98 7.52
Net cash generated from /(used in)
investing activities (B)
(478.27) (385.47) 820.27 (24,572.79) 117.88

C. Cash flows from financing activities
Share application money received/(paid) (1,244.36) - 453.38 - -
Proceeds from issue of shares - 0.06 887.50 50.64 0.02
Proceeds from borrowings 3,838.07 7,570.84 11,719.65 32,872.53 1,191.60
Repayment of borrowings (3,054.26) (8,183.80) (12,971.20) (1,406.82) -
Preliminary / share issue expenses paid - (0.04) (7.05) (4.10) -
Finance cost paid (3,504.49) (3,315.82) (3,827.52) (1,128.31) (40.31)
Net cash generated from/(used in)
financing activities ( C)
(3,965.04) (3,928.76) (3,745.24) 30,383.94 1,151.31

Net (decrease)/increase in cash and
cash equivalents ( A + B + C )
252.38 (1.08) 137.13 260.41 69.89
Cash and cash equivalents at the
beginning of the year
511.75 512.83 375.70 114.69 44.80
Cash and cash equivalents acquired
during purchase of subsidiaries
- - - 0.60 -
Total cash and cash equivalents at the
end of the year
764.13 511.75 512.83 375.70 114.69

Notes
Components of cash and cash
equivalents
For the year ended
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010

Cash on hand 446.89 418.53 357.28 157.69 103.87
Balance with banks
- Current accounts 315.06 93.22 155.55 218.01 10.82
Deposits with banks (with original
maturity of 3 months or less)
2.18 - - - -
Total 764.13 511.75 512.83 375.70 114.69

1) The above statement should be read with the notes on adjustments for restated consolidated summary
Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies
as appearing in Annexure IV A, IV B & IV C.
2) The cash flow statements has been prepared under the indirect method as set out in Accounting Standard -
3 ('AS-3') on cash flow statements prescribed in Companies (Accounting Standard) Rules, 2006.

70
THE ISSUE
The following table summarizes the Issue details:


Issue [] Equity Shares aggregating up to ` 3,600 million

Of which
A) QIB Portion
(1)(2)
At least [] Equity Shares
Of which
Anchor Investor Portion [] Equity Shares
Balance available for allocation to QIBs
other than Anchor Investors (assuming
Anchor Investor Portion is fully
subscribed)
[] Equity Shares
Of which:
Available for allocation to Mutual Funds
only (5% of the QIB Portion (excluding
the Anchor Investor Portion))
[] Equity Shares
Balance of QIB Portion for all QIBs
including Mutual Funds
[] Equity Shares

B) Non-Institutional Portion
(2)
Not more than [] Equity Shares
C) Retail Portion
(2)
Not more than [] Equity Shares

Pre and post Issue Equity Shares
(3)

Equity Shares outstanding prior to the
Issue
111,494,250 Equity Shares

Equity Shares outstanding after the Issue [] Equity Shares

Use of Issue Proceeds by our Company See the section Objects of the Issue on page 94 for
information about the use of the proceeds from the Issue.

Allocation to investors in all categories, except the Retail Portion and the Anchor Investor Portion, if any, shall
be made on a proportionate basis.

(1) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis. One-third of the Anchor Investor Portion shall be reserved for allocation to domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors. For
further details, see the section Issue Procedure on page 498.

(2) Under-subscription, if any, in any category, except in the QIB category, would be allowed to be met with spill over from any other
category or combination of categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock
Exchange. At least 75% of the Issue shall be Allotted to QIBs, and in the event that at least 75% of the Issue cannot be Allotted to
QIBs, the entire application money shall be refunded forthwith.

(3) Our Company may, in consultation with the BRLMs, issue and allot up to 12.40 million Equity Shares for an amount not exceeding `
990 million through a private placement to one or more persons prior to filing of the Red Herring Prospectus with RoC at a price as
the Board may determine in accordance with the Companies Act, the SEBI Regulations and other applicable laws. (Private
Placement).

71
GENERAL INFORMATION
Our Company was incorporated as MEP Toll Road Private Limited on August 8, 2002, at Mumbai, Maharashtra
as a private limited company under the Companies Act, 1956. The name of our Company was changed from
MEP Toll Road Private Limited to MEP Infrastructure Developers Private Limited on November 28, 2011. Our
Company was converted into public limited company pursuant to approval of the shareholders in an EGM held
on August 19, 2014 and consequently the name of our Company was changed to MEP Infrastructure
Developers Limited and a fresh certificate of incorporation consequent upon conversion to public limited
company was granted on September 8, 2014. For details of changes in the name and registered office of our
Company, see the section History and Certain Corporate Matters on page 209.

Registered Office and Corporate Office of our Company

A 412, boomerang
Chandivali Farm Road
Near Chandivali Studio
Andheri (East)
Mumbai 400 072
Tel: (91 22) 6120 4800
Fax: (91 22) 6120 4804
Corporate identity number: U45200MH2002PLC136779
Registration Number: 136779
Email: cs@mepinfra.com
Website: www.mepinfra.com

Address of the RoC

Our Company is registered with the Registrar of Companies, Maharashtra, situated at the following address:

The Registrar of Companies, Maharashtra
100, Everest
Marine Drive
Mumbai 400 002

Board of Directors

The Board of our Company comprises the following:

Name Designation DIN Address
Dattatray P.
Mhaiskar

Chairman, NonIndependent and
NonExecutive Director
00309942 Manisha Safalya, M. G. Road,
Vishnu Nagar, Dombivali (West),
District Thane 421 202
Jayant D. Mhaiskar Vice Chairman and Managing
Director
00716351 IRB Complex, Chandivali Farm,
Chandivali Village, Andheri East,
Mumbai 400 072
Anuya J. Mhaiskar NonIndependent and Non
Executive Director
00707650 IRB Complex, Chandivali Farm,
Chandivali Village, Andheri East,
Mumbai 400 072
Murzash
Manekshana
Executive Director 00207311 301, Odyssey II, Hiranandani
Gardens, Powai, Mumbai 400 076
Deepak Chitnis Independent Director 01077724 402, Jagannath, Subhash Cross
Road, M.V. Pandaloskar Marg, Vile
Parle (East), Mumbai 400 057
Khimji Pandav Independent Director 01070944 House 7, Park View Co-op Housing
Society, Park Avenue, Sector 17,
Nerul Navi Mumbai 400 706

72
Name Designation DIN Address
Vijay Agarwal Independent Director 00058548 301, S.S. Sadan, New Jyoti Wing,
Gulmohar Cross Road No.6, JVPD
Scheme, Mumbai 400 049
Preeti Trivedi Independent Director 00179479 3-A, Nirmal Building, Gulmohar
Cross Road No. 5, J.V.P.D. Scheme,
Juhu, Mumbai 400 049

For further details of the Directors, see the section Management on page 221.

Company Secretary and Compliance Officer

Shridhar Phadke
A 412, boomerang
Chandivali Farm Road
Near Chandivali Studio
Andheri (East)
Mumbai 400 072
Tel: (91 22) 6120 4800
Fax: (91 22) 6620 4804
Email: cs@mepinfra.com
Website: www.mepinfra.com

Investors can contact the Compliance Officer, the Book Running Lead Managers or the Registrar to the
Issue in case of any pre-Issue or post-Issue related problems, such as non-receipt of letters of Allotment,
credit of Allotted Equity Shares in the respective beneficiary account and refund orders.

Chief Financial Officer

M. Sankaranarayanan
A 412, boomerang
Chandivali Farm Road
Near Chandivali Studio
Andheri (East)
Mumbai 400 072
Tel: (91 22) 6120 4800
Fax: (91 22) 6620 4804
Email: cfo@mepinfra.com
Website: www.mepinfra.com

Investors may contact the BRLMs for any complaint pertaining to the Issue. All grievances relating to the Issue
may be addressed to the Registrar to the Issue, giving full details such as name, address of the applicant, number
of Equity Shares applied for, amount paid on application and the bank branch or collection centre where the
application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the
relevant SCSB and the Syndicate Members at the Specified Locations with whom the Bid cum Application
Form was submitted. In addition to the information indicated above, the ASBA Bidder should also specify the
Designated Branch or the collection centre of the SCSB or the address of the centre of the Syndicate Member at
the Specified Locations where the Bid cum Application Form was submitted by the ASBA Bidder.

Further, with respect to the Bid cum Application Forms submitted with the Registered Brokers, the investor
shall also enclose the acknowledgment from the Registered Broker in addition to the documents/information
mentioned hereinabove.



73
Book Running Lead Managers

IDFC Securities Limited
Naman Chambers
C-32, G Block
Bandra Kurla Complex
Bandra (East), Mumbai 400 051
Tel : (91 22) 6622 2500
Fax : (91 22) 6622 2501
Email : mep.ipo@idfc.com
Investor Grievance
Email: investorgrievance@idfc.com
Website: www.idfccapital.com
Contact Person: Akshay Bhandari
SEBI Registration No.: MB/INM000011336
Inga Capital Private Limited
Naman Midtown, A Wing, 21st Floor
Kakasaheb Gadgil Marg
Near India Bulls Finance Centre
Elphinstone Road
Mumbai 400 012
Tel: (91 22) 4031 3489
Fax: (91 22) 2498 2956
Email: mep.ipo@ingacapital.com
Investor Grievance Email: investors@ingacapital.com
Website: www.ingacapital.com
Contact Person: Kunal Thakkar / Gauarav Mittal
SEBI Registration Number: INM000010924


IDBI Capital Market Services Limited
3
rd
Floor, Mafatlal Centre
Nariman Point
Mumbai 400 021
Tel: (91 22) 4322 1212
Fax: (91 22) 2285 0785
Email: mep.ipo@idbicapital.com
Investor Grievance Email:
redressal@idbicapital.com
Website: www.idbicapital.com
Contact Person: Sumit Singh/ Gaurav Kumar
SEBI Registration Number: INM000010866



Syndicate Members
[]

Legal Counsel to our Company as to Indian law

Amarchand & Mangaldas & Suresh A. Shroff & Co.
Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg, Lower Parel
Mumbai 400 013
Tel: (91 22) 2496 4455
Fax: (91 22) 2496 3666


Legal Counsel to the Underwriters as to Indian law

Luthra & Luthra Law Offices
Indiabulls Finance Center
Tower 2 Unit A2, 20th Floor
Elphinstone Road, Senapati Bapat Marg
Mumbai 400 013
Tel: (91 22) 6630 3600
Fax: (91 22) 6630 3700
9
th
floor, Ashoka Estate
Barakhamba Road
New Delhi 110 001
Tel:(91 11) 4121 5100
Fax: (91 11) 2372 3909




74
Joint Statutory Auditors to our Company

B S R and Co., Chartered Accountants*
5
th
Floor, Lodha Excelus
Apollo Mills Compound
N.M. Joshi Marg, Mahalaxmi
Mumbai 400 011
Tel: (91 22) 3989 6000
Fax: (91 22) 3090 1550
Email: vijaymathur@bsraffiliates.com
Firm Registration No.: 128510W
*Peer review certificate of B S R and Co. dated
June 2, 2013 is valid for a period of three years
Parikh Joshi & Kothare, Chartered Accountants **
49/2341, MHB Colony
Gandhi Nagar
Bandra (East)
Mumbai 400 051
Tel: (91 22) 2645 1439
Fax: (91 22) 4348 4241
Email: pjkbandra@yahoo.co.in
Firm Registration No.: 107547W
**Peer review certificate of Parikh Joshi & Kothare
dated July 20, 2010 was valid for a period of four years.
Parikh Joshi & Kothare is subject to an ongoing peer
review process by the peer review board of the ICAI.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received consent from the Joint Statutory Auditors to include their respective names as an
expert under Section 26 of the Companies Act, 2013 in this Draft Red Herring Prospectus in relation to their
reports dated September 19, 2014 on the Restated Financial Information, the Restated Financial Information and
the statement of tax benefits dated September 15, 2014. Such consent has not been withdrawn as of the date of
this Draft Red Herring Prospectus.

Registrar to the Issue

Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound L.B.S. Marg
Bhandup (West)
Mumbai - 400078
Maharashtra, India
Tel: (91 22) 6171 5400
Fax: (91 22) 2596 0329
E-mail: mep.ipo@linkintime.co.in
Website: www.linkintime.co.in
Contact Person: Sachin Achar
SEBI Registration No.: INR000004058

Bankers to the Issue and Escrow Collection Banks

[]

Refund Bank

[]

Self Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the
website of SEBI at http://www.sebi.gov.in. For details of the Designated Branches of the SCSBs which shall
collect Bid cum Application Forms, please refer to the above-mentioned link.




75
Bankers to our Company

Bank of India
Mumbai Large Corporate Branch
Oriental Building, Ground Floor
364, D. N. Road, Fort
Mumbai 400 001
Tel: (91 22) 6187 0401 / 6187 0402 / 6187 0410
Fax: (91 22) 2288 4474
Email: Mumbai.Lcbb@bankofindia.co.in
Website: www.bankofindia.co.in
Contact Person: S. Ramani

Canara Bank
Specialised Prime Corporate Branch
20
th
floor, Maker Tower F
85 Cuffe Parade
Mumbai 400 005
Tel: (91 22) 2215 6011
Fax: (91 22) 2215 6021
Email: cb2630@canarabank.com
Website: www.canarabank.com
Contact Person: S. Srimathy

Dombivli Nagari Sahakari Bank Limited
Amar Matru Shakti Co-operative Housing Society
Mahatma Gandhi Road, Vishnu Nagar Branch
Dombivli (West) 421 202
Tel: (91 0251) 2483 654 / 2489 598
Mobile: 09870599673
Fax: (91 0251) 2489 598
Email: vishnunagar@dnsb.co.in
Website: www.dnsbank.in
Contact Person: R. Vedamurthi

The Kalyan Janata Sahakari Bank Limited
Niharika
Near Ice Factory
Opposite Railway Station
Kalyan (West) 421 301
Tel: (91 251) 2316 641 / 2315 995
Fax: (91 251) 2311 615 / 2310 183
Email: muchavan@kalyanjanata.in
Website: www.kalyanjanata.in
Contact Person: Manisha U. Chavan

IDBI Bank
IDBI Tower
WTC Complex
Cuffe Parade
Mumbai 400 005
Tel: (91 22) 6655 3473
Fax: (91 22) 2218 4699
Email: vinod.kumar@idbi.co.in
Website: www.idbi.com
Contact Person: Vinod Kumar

Allahabad Bank
Industrial Finance Branch
Allahabad Bank Building
2
nd
Floor, 37, Mumbai Samachar Marg
Fort, Mumbai 400 023
Tel: (91 22) 2270 2747 / 46 / 45
Fax: (91 22) 2270 2735 / 33
Email: br.mumifb@allahabadbank.in
Website: www.allahabadbank.in
Contact Person: Jitendra Onkar


Monitoring Agency

There is no requirement to appoint a monitoring agency for the Issue, as the Issue is for an amount less than `
5,000 million.

Responsibilities of the BRLMs

The following table sets forth the inter-se allocation of responsibilities of various activities among the BRLMs
for in this Issue:

Sr.
No.
Activity Responsibility Co-ordinator
1. Capital structuring, positioning strategy and due diligence of the
Company including its operations/ management/business
plans/legal etc.
IDFC Securities,
Inga, IDBI
Capital
IDFC Securities
2. Drafting and designing of the Draft Red Herring Prospectus
including a memorandum containing salient features of the
Prospectus. The BRLMs shall ensure compliance with stipulated
requirements and completion of prescribed formalities with
Stock Exchanges, SEBI including finalization of the Prospectus
IDFC Securities,
Inga, IDBI
Capital
IDFC Securities

76
Sr.
No.
Activity Responsibility Co-ordinator
3. Drafting and approval of all statutory advertisements IDFC Securities,
Inga, IDBI
Capital
IDFC Securities
4. Drafting and approving of all publicity material other than
statutory advertisements as mentioned above, including corporate
advertisements, brochures etc.
IDFC Securities,
Inga, IDBI
Capital
IDBI Capital
5. Appointment of advertising agency and Bankers to the Issue and
coordinating their respective Agreements
IDFC Securities,
Inga, IDBI
Capital
Inga
6. Appointment of Registrar to the Issue, Printers, Grading and
Monitoring Agency; International Legal Counsel, etc if
applicable and coordinating their respective Agreements
IDFC Securities,
Inga, IDBI
Capital
Inga
7. International institutional marketing strategy, including
finalising the list and allocation of investors for one to
one meetings,
finalizing the International road show schedule and
investor meeting schedules,
preparation of road show presentation and FAQs.
IDFC Securities,
Inga, IDBI
Capital
IDFC Securities
8. Domestic institutional marketing strategy including,
finalization of the list and division of investors for one
to one meetings,
institutional allocation
finalizing the list and division of investors for one to
one meetings, and finalizing investor meeting
schedules.
IDFC
Securities, Inga,
IDBI Capital
Inga
9. Retail and Non-institutional marketing which will cover,
inter alia,
formulating marketing strategies,
preparation of publicity budget,
finalizing media and public relations strategy,
finalizing centre for holding conferences for press and
brokers,
distribution of publicity and Issue material
deciding on the quantum of Issue material including
forms, the Prospectus and, and finalizing collection
centres.
IDFC Securities,
Inga, IDBI
Capital
Inga
10. Finalization of pricing in consultation with the Company and
managing the book.
IDFC Securities,
Inga, IDBI
Capital
IDFC Securities
11. Co-ordination with Stock Exchanges for Book Building
software, bidding terminals and mock trading.
IDFC Securities,
Inga, IDBI
Capital
IDBI Capital
12. The post Bidding & post Issue activities, including management
of escrow accounts, co-ordination of non-institutional allocation
(including Anchor Investor Portion), intimation of allocation and
dispatch of refunds to Bidders etc. The post Issue activities for
the Issue involving essential follow up steps, which include
follow-up with bankers to the Issue and Self Certified Syndicate
Banks to get quick estimates of collection and advising the
Company about the closure of the Issue, based on correct figures,
finalisation of the basis of allotment or weeding out of multiple
applications, listing of instruments, the finalization of trading and
dealing of instruments and demat delivery of Equity Shares, with
IDFC Securities,
Inga, IDBI
Capital
IDBI Capital

77
Sr.
No.
Activity Responsibility Co-ordinator
the various agencies connected with the work such as the
Registrar to the Issue, Escrow Collection Banks and the bank(s)
handling refund business. The merchant banker shall be
responsible for ensuring that these agencies fulfil their functions
and enable it to discharge this responsibility through suitable
agreements with the Company.
13. Filing of FC-GPR / RBI reportings IDBI Capital

Credit Rating

As this is an Issue of Equity Shares, there is no credit rating for this Issue.

Trustees

As this is an Issue of Equity Shares, the appointment of trustees is not required.

Appraising Entity

None of the objects of the Issue for which the Net Proceeds will be utilized have been appraised.

Registered Brokers

In terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, Bidders can submit Bid cum
Application Forms using the stock broker network of the Stock Exchanges, i.e., through Registered Brokers at
the Broker Centres.

The list of the Registered Brokers, including details such as postal address, telephone number and e-mail
address, is provided on the websites of the BSE and the NSE at
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively.

Book Building Process

In terms of Rule 19(2)(b)(i) of the SCRR, this is an Issue for at least 25% of the post-Issue paid-up equity share
capital of our Company. The book building, in the context of the Issue, refers to the process of collection of
Bids on the basis of the Red Herring Prospectus within the Price Band, which will be decided by our Company,
in consultation with the BRLMs, and advertised at least five Working Days prior to the Bid/Issue Opening Date.
The Issue Price is finalised after the Bid/Issue Closing Date. The principal parties involved in the Book
Building Process are:

our Company;
the BRLMs;
the Syndicate Members ;
the SCSBs;
the Registrar to the Issue;
the Registered Brokers; and
the Escrow Collection Banks.

The Issue is being made through the Book Building Process wherein at least 75% of the Issue shall be Allotted
on a proportionate basis to QIB Bidders, provided that our Company may allocate up to 60% of the QIB Portion
to Anchor Investors on a discretionary basis. 5% of the QIB Portion (excluding the Anchor Investor Portion)
shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB
Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor

78
Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not
more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional
Bidders and not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price. Under-
subscription if any, in any category, except in the QIB category, would be allowed to be met with spill over
from any other category or a combination of categories at the discretion of our Company, in consultation with
BRLMs and the Designated Stock Exchange. Provided that at least 75% of the Issue shall be Allotted to QIBs
and in the event at least 75% of the Issue cannot be Allotted to QIBs, the entire application money shall be
refunded forthwith.

QIBs (excluding Anchor Investors) and Non-Institutional Bidders can participate in the Issue only
through the ASBA process and Retail Individual Bidders have the option to participate through the
ASBA process. Anchor Investors are not permitted to participate through the ASBA process.

In accordance with the SEBI Regulations, QIBs and Non-Institutional Bidders are not allowed to
withdraw or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at
any stage. Retail Individual Bidders can revise their Bids during the Bid/Issue Period and withdraw their
Bids until finalisation of the Basis of Allotment. Further, Anchor Investors cannot withdraw their Bids
after the Anchor Investor Bid/ Issue Period. For further details, see the section Issue Procedure on
page 498.

Our Company will comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this
Issue. In this regard, our Company has appointed the BRLMs to manage the Issue and procure subscriptions to
the Issue.

The process of Book Building under the SEBI Regulations is subject to change from time to time and the
investors are advised to make their own judgment about investment through this process prior to making
a Bid or application in the Issue.

Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely
for illustrative purposes and is not specific to the Issue; it also excludes bidding by Anchor Investors or under
the ASBA process.)

Bidders can bid at any price within the price band. For instance, assume a price band of ` 20.00 to ` 24.00 per
share, issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the
table below. A graphical representation of the consolidated demand and price would be made available at the
bidding centres during the bidding period. The illustrative book below shows the demand for the shares of the
issuer company at various prices and is collated from bids received from various investors.

Bid Quantity Bid Amount (`) Cumulative Quantity Subscription
500 24.00 500 16.67%
1,000 23.00 1,500 50.00%
1,500 22.00 3,000 100.00%
2,000 21.00 5,000 166.67%
2,500 20.00 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to
issue the desired number of shares is the price at which the book cuts off, i.e., ` 22.00 in the above example.
The issuer, in consultation with the book running lead manager(s), will finalise the issue price at or below such
cut-off price, i.e., at or below ` 22.00. All bids at or above this issue price and cut-off bids are valid bids and are
considered for allocation in the respective categories.

Steps to be taken by the Bidders for Bidding:

1. Check eligibility for making a Bid (see the section Issue Procedure Who Can Bid? on page 499);


79
2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid
cum Application Form;

3. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their
PAN for transacting in the securities market; and (ii) Bids by persons resident in the state of Sikkim,
who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for
transacting in the securities market, for Bids of all values, ensure that you have mentioned your PAN
allotted under the Income Tax Act in the Bid cum Application Form. In accordance with the SEBI
Regulations, the PAN would be the sole identification number for participants transacting in the
securities market, irrespective of the amount of transaction:

4. Ensure that the Bid cum Application Form is duly completed as per instructions given in this Draft Red
Herring Prospectus and in the Bid cum Application Form;

5. Bids by QIBs (except Anchor Investors) and Non Institutional Bidders shall be submitted only through
the ASBA process;

6. Bids by non-ASBA Bidders will have to be submitted to the Syndicate (or their authorised agents) at
the bidding centers or the Registered Brokers at the Broker Centers; and

7. Bids by ASBA Bidders will have to be submitted to the Designated Branches or the Syndicate in the
Specified Locations or the Registered Brokers in physical form. It may also be submitted in electronic
form to the Designated Branches of the SCSBs only. ASBA Bidders should ensure that their bank
accounts have adequate credit balance at the time of submission to the SCSBs to ensure that the Bid
cum Application Form is not rejected.

8. Ensure the correctness of your demographic details such as the address, the bank account details for
printing on refund orders and occupation given in the Bid cum Application Form, with the details
recorded with your Depository Participant;

9. Ensure the correctness of your PAN, DP ID and beneficiary account number given in the Bid cum
Application Form. Based on these parameters, the Registrar to the Issue will obtain details of the
Bidders from the Depositories including the Bidders name, bank account number etc.

10. Bidders can submit their Bids through ASBA either by submitting Bid cum Application Forms to (i)
the Syndicate at any of the Specified Locations, or the Registered Brokers, or (ii) the SCSBs with
whom the ASBA Account is maintained. Bids by ASBA Bidders to the SCSBs through physical
ASBA will only be submitted at the Designated Branches. For further details see the section Issue
Procedure on page 498. ASBA Bidders should ensure that the specified bank accounts have adequate
credit balance at the time of submission of the Bid cum Application Form to the Syndicate, the
Registered Brokers, or SCSB to ensure that their Bid is not rejected.

Underwriting Agreement

After the determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the
Prospectus with the RoC and our Company will enter into an Underwriting Agreement with the Underwriters
for the Equity Shares proposed to be offered through the Issue. It is proposed that pursuant to the terms of the
Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event that
the Syndicate Members do not fulfil their underwriting obligations. The Underwriting Agreement is dated [].
Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are several and are
subject to certain conditions specified therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.

80

Name and Address of the Underwriters along
with the telephone number, fax number and
e-mail address of the Underwriter
Indicated Number of Equity
Shares to be Underwritten
Amount
Underwritten
(in ` million)
[] [] []

In the opinion of the Board of Directors (based on certificates provided by the Underwriters), the resources of
the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The abovementioned Underwriters are registered with SEBI under Section 12(1) of the SEBI
Act or registered as brokers with the Stock Exchange(s). The Board of Directors / Committee of Directors, at its
meeting held on [], has accepted and entered into the Underwriting Agreement mentioned above on behalf of
our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment.

Notwithstanding the above table, the BRLMs and the Syndicate Members shall be responsible for ensuring
payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in
payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement,
will also be required to procure/subscribe to the Equity Shares to the extent of the defaulted amount.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the final approval of the RoC
after the Prospectus is filed with the RoC.



81
CAPITAL STRUCTURE
The equity share capital of our Company as at the date of this Draft Red Herring Prospectus is set forth below:

(In `, except share data)
Aggregate Value at
Face Value
Aggregate Value at
Issue Price
A AUTHORISED SHARE CAPITAL


200,000,000 Equity Shares 2,000,000,000
Total 2,000,000,000

B ISSUED, SUBSCRIBED AND PAID-UP SHARE
CAPITAL BEFORE THE ISSUE

111,494,250 Equity Shares 1,114,942,500

C PRESENT ISSUE IN TERMS OF THIS DRAFT
RED HERRING PROSPECTUS

[] Equity Shares
(1)(2)
[] []

D SHARE PREMIUM ACCOUNT
Before the Issue 135,057,437.50
After the Issue []

E PAID-UP CAPITAL AFTER THE ISSUE
[] Equity Shares []
(1) The Issue has been authorized by the Board of Directors and the Shareholders, pursuant to their resolutions dated
September 9, 2014 and September 15, 2014, respectively.
(2) For details of allocation to different categories of investors, see the section The Issue on page 70.

Our Company may, in consultation with the BRLMs, issue and allot up to 12.40 million Equity Shares for an
amount not exceeding ` 990 million through a private placement to one or more persons prior to filing of the
Red Herring Prospectus with RoC at a price as the Board may determine in accordance with the Companies
Act, the SEBI Regulations and other applicable laws. (Private Placement).

Changes in the Authorised Capital

(i) The initial authorised share capital of ` 10,000,000 divided into 500,000 Equity Shares and 500,000
preference shares of ` 10 each was increased to ` 112,500,000 divided into 1,000,000 Equity Shares and
10,250,000 preference shares of ` 10 each pursuant to a resolution passed by the Shareholders on
November 18, 2002.

(ii) The authorized share capital of ` 112,500,000 divided into 1,000,000 Equity Shares and 10,250,000
preference shares of ` 10 each was increased to ` 500,000,000 divided into 39,750,000 Equity Shares
and 10,250,000 preference shares of ` 10 each pursuant to a resolution passed by the Shareholders on
June 7, 2006.

(iii) The authorised share capital of ` 500,000,000 divided into 39,750,000 Equity Shares and 10,250,000
preference shares of ` 10 each was reclassified as ` 500,000,000 divided into 50,000,000 Equity Shares
pursuant to a resolution passed by the Shareholders on December 16, 2011.

(iv) The authorised share capital of ` 500,000,000 divided into 50,000,000 Equity Shares was increased to `
1,000,000,000 divided into 100,000,000 Equity Shares pursuant to a resolution passed by the
Shareholders on December 16, 2011.


82
(v) The authorised share capital of ` 1,000,000,000 divided into 100,000,000 Equity Shares was increased to
` 1,050,000,000 divided into 105,000,000 Equity Shares pursuant to a resolution passed by the
Shareholders on March 23, 2013.

(vi) The authorised share capital of ` 1,050,000,000 divided into 105,000,000 Equity Shares was increased to
` 1,500,000,000 divided into 150,000,000 Equity Shares pursuant to a resolution passed by the
Shareholders on August 16, 2013.

(vii) The authorised share capital of ` 1,500,000,000 divided into 150,000,000 Equity Shares was increased to
` 2,000,000,000 divided into 200,000,000 Equity Shares pursuant to a resolution passed by the
Shareholders on May 26, 2014.

Notes to the Capital Structure

1. Share Capital History of our Company

(a) The history of the equity share capital and share premium account of our Company is detailed in the
following table:

Date of
Allotment
No. of
Equity
Shares
Allotted
Face
Value
(`)
Issue Price
per Equity
Share (`)
Considerati
on

Cumulative
No. of
Equity
Shares
Cumulative
paid-up
Equity Share
Capital (`)
Cumulative
Share Premium
(`)
At
incorporation
10,000 10 10 Cash 10,000 100,000 Nil
December 2,
2002
990,000 10 10 Cash 1,000,000 10,000,000 Nil
August 4,
2007
10,250,000 10 10 Cash 11,250,000 112,500,000 Nil
June 15, 2011 15,000,000 10 10 Cash 26,250,000 262,500,000 Nil
December 29,
2011
73,750,000 10 10 Cash 100,000,000 1,000,000,000 Nil
May 28, 2014 11,494,250 10 21.75 Cash 111,494,250 1,114,942,500 135,057,437.50

Our Company had issued 10,250,000 preference shares to Ideal Road Builders Private Limited on December 2,
2002, of which 9,225,000 preference shares were transferred to Jayant D. Mhaiskar on June 8, 2006. All the
preference shares were redeemed on August 4, 2007. As of the date of this Draft Red Herring Prospectus, our
Company does not have any preference share capital.

(b) As of the date of this Draft Red Herring Prospectus, our Company has not allotted any Equity Shares for
consideration other than cash.

(c) The details of allotment of Equity Shares made in the preceding two years have been disclosed in Note
1(a) above.














83
2. History of the Equity Share Capital held by the Promoters

(a) Details of the build up of the Promoters shareholding in our Company:

Date of
Transactio
n
Nature of
Transaction
No. of Equity
Shares
Nature
of
Consid
eration
Face
Value
(`)
Issue
/
Acq
uisiti
on/S
ale
Pric
e per
Equi
ty
Shar
e (`)
Total
Consideratio
n/Proceeds
from Sale
(`)
Percenta
ge of the
pre-
Issue
Capital
(%)
Percenta
ge of the
post-
Issue
Capital
(%)
Source of
funds
Dattatray P. Mhaiskar
At
incorporati
on
Subscription
to MoA
3,400

Cash 10 10 34,000 Negligibl
e
[] Income from
business
December
29, 2011
Allotment 25,218,780
(1)
Cash 10 10 252,187,800 22.62 [] Proceeds from
sale of
investments
Total 25,222,180 22.62
Jayant D. Mhaiskar
At
incorporati
on
Subscription
to MoA
3,300

Cash 10 10 33,000 Negligibl
e
[] Income from
business
June 8,
2006
Purchase 891,000 Cash 10 10 8,910,000 0.80 [] Income from
business
August 4,
2007
Allotment 9,225,000 Cash 10 10 92,250,000 8.27 [] Redemption
of preference
shares
August 8,
2007
Sale (10,116,000) Cash 10 10 (101,160,000) (9.07) [] -
June 15,
2011
Allotment 11,000,000 Cash 10 10 110,000,000 9.87 [] Loan from
Anjali
Hardikar
(3)

(Repaid on
September 21,
2013)
December
29, 2011
Allotment 11,227,920
(2)
Cash 10 10 112,279,200 10.07 [] Proceeds
received from
repayment of
loan given by
Jayant D.
Mhaiskar to
ITIPL
Total 22,231,220 19.94
ITIPL
August 8,
2007
Purchase 10,116,000 Cash 10 10 101,160,000 9.07 [] Equity
contribution
received from
Jayant D.
Mhaiskar and
A.J. Tolls
Private
Limited for
purpose of
acquiring
shares of
ITIPL
June 15,
2011
Allotment 4,000,000 Cash 10 10 40,000,000 3.59 [] Loan from
Anjali
Hardikar
(Repaid on
October 19,
2011)

84
Date of
Transactio
n
Nature of
Transaction
No. of Equity
Shares
Nature
of
Consid
eration
Face
Value
(`)
Issue
/
Acq
uisiti
on/S
ale
Pric
e per
Equi
ty
Shar
e (`)
Total
Consideratio
n/Proceeds
from Sale
(`)
Percenta
ge of the
pre-
Issue
Capital
(%)
Percenta
ge of the
post-
Issue
Capital
(%)
Source of
funds
December
29, 2011
Allotment 37,303,300 Cash 10 10 373,033,000 33.46 [] Proceeds from
sale of equity
shares of IRB
Infrastructure
Developers
Limited
May 28,
2014
Allotment 11,494,250 Cash 10 21.7
5
249,999,938 10.31 [] Loan from
Suraksha
Realty
Limited
(4)

(Repaid on
September 26,
2014)
September
26, 2014
Sale (2,973,143) Cash 10 21.7
5
(64,665,860) (2.67) [] -
Total 59,940,407 53.76
(1) Jointly held with Sudha D. Mhaiskar.
(2) Jointly held with Anuya J. Mhaiskar.
(3) Address: A-3, Vibhavari Apartments, Sahavas Society, Paranjape Scheme, Karve Nagar, Pune 411 052.
(4) Address: 3, Narayan Building, 23, L N Road, Dadar (East), Mumbai 400 014.

All the Equity Shares held by the Promoters were fully paid-up on the respective dates of acquisition of such
Equity Shares. None of the Equity Shares held by the Promoters are pledged. In terms of the Loan agreement
dated September 8, 2014 entered into with IDBI Bank Limited for a rupee term loan of ` 1,750 million, ITIPL
has provided a non disposal undertaking of 30% of the issued and paid up pre-Issue Equity Share capital of our
Company which shall be converted in to pledge after the end of one year from the date of the agreement, at the
option of the lender.

(b) Details of Promoters contribution and Lock-in:

Pursuant to Regulation 36(a) of the SEBI Regulations, an aggregate of 20% of the fully diluted post-Issue
equity share capital of our Company held by our Promoters shall be considered as minimum Promoters
contribution and locked-in for a period of three years from the date of Allotment.

The details of the Equity Shares held by the Promoters, which will be subject to lock-in for a period of three
years from the date of Allotment are given below:

Date of
Transaction and
when made fully
paid-up
Nature of
Transaction
No. of Equity
Shares
Face Value
(`)
Issue/acquisition
price per Equity
Share (`)
Percentage of
post-Issue paid-
up capital
Dattatray P. Mhaiskar
[] [] [] [] [] []
Jayant D. Mhaiskar
[] [] [] [] [] []
ITIPL
[] [] [] [] [] []
Total [] []


85
The minimum Promoters contribution has been brought to the extent of not less than the specified minimum lot
and from the persons defined as Promoters under the SEBI Regulations.

The Equity Shares constituting minimum Promoters contribution in the Issue, which shall be locked-in for a
period of three years commencing from the date of Allotment, are eligible for computation of Promoters
contribution, in terms of Regulation 33 of the SEBI Regulations. In this regard, our Company confirms the
following:

(i) The Equity Shares offered for the Promoters contribution (a) have not been acquired in the last three
years for consideration other than cash and revaluation of assets or capitalisation of intangible assets;
or (b) bonus shares out of revaluation reserves or unrealised profits of our Company or issued against
Equity Shares which are otherwise ineligible for computation of the Promoters contribution;

(ii) Our Promoters have given undertakings to the effect that they shall not sell, transfer or dispose of, in
any manner, the Equity Shares forming part of the minimum Promoters contribution from the date of
filing this Draft Red Herring Prospectus with SEBI till the date of commencement of lock-in in
accordance with SEBI Regulations;

(iii) Promoters contribution does not include any Equity Shares acquired during the preceding one year at
a price lower than the price at which the Equity Shares are being offered to the public in the Issue;

(iv) Our Company has not been formed by the conversion of a partnership firm into a company; and

(v) The Equity Shares held by our Promoters and offered for Promoters contribution are not subject to
any pledge.

(c) Details of pre-Issue equity share capital locked-in for one year:

In addition to the 20% of the post-Issue shareholding of our Company held by the Promoters and locked in for
three years as specified above, the entire pre-Issue equity share capital including any Equity Shares allotted
pursuant to the Private Placement, will be locked-in for a period of one year from the date of Allotment.

(d) Other requirements in respect of lock-in:

The Equity Shares held by a Promoter may be transferred to another Promoter or an entity belonging to the
Promoter Group or to a new promoter or a person in control of our Company, subject to continuation of the
lock-in of such Equity Shares in the hands of the transferees for the remaining period and compliance with the
SEBI Takeover Regulations, as applicable.

For such time that the Equity Shares under the promoters contribution are locked in as per the SEBI
Regulations, the promoters contribution can be pledged only with a scheduled commercial bank or public
financial institution as collateral security for loans granted by such banks or financial institutions, in the event
the loan has been granted by such banks or financial institutions for the purpose of financing one or more of the
objects of this Issue and pledge of such Equity Shares is one of the terms of sanction of loan.

The Equity Shares held by persons other than the Promoters prior to the Issue, may be transferred to any other
person holding Equity Shares which are locked-in along with the Equity Shares proposed to be transferred,
subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance
with the SEBI Takeover Regulations, as applicable.

The Equity Shares held by the Promoter which are locked-in for a period of one year from the date of Allotment
in the Issue can be pledged with any scheduled commercial bank or public financial institution as collateral
security for loans granted by such bank or financial institution, provided that the pledge of the Equity Shares is
one of the terms of sanction of the loan.

The Equity Shares which are subject to lock-in shall carry the inscription non-transferable and the non-

86
transferability details shall be informed to the depositories. The details of lock-in shall also be provided to the
Stock Exchanges, where the shares are to be listed, before the listing of the Equity Shares.

(e) Lock-in of Equity Shares to be issued, if any, to the Anchor Investors

Any Equity Shares allotted under the Anchor Investor Portion shall be locked-in for a period of 30 days from
the date of Allotment of Equity Shares in the Issue.

3. Shareholding Pattern of our Company

(i) The table below presents the shareholding pattern of Equity Shares before the proposed Issue, and as
adjusted for the Issue:

Category
code
Category of
shareholder
Number
of
sharehol
ders
Pre-Issue Post-Issue Shares Pledged or
otherwise
encumbered
Total number of
shares

Number of
shares held in
dematerialise
d form

Total shareholding as a
percentage of total
number of shares
Total number
of shares

Number of
shares held in
dematerialise
d form

Total shareholding
as a percentage of
total number of
shares
As a
percentage
of (A+B)
As a
percentage
of (A+B+C)
As a
percenta
ge of
(A+B)
As a
percentag
e of
(A+B+C)
Number
of
shares
As a
percentage
(A) Promoter and
Promoter
Group

(1) Indian
(a) Individuals/
Hindu
Undivided
Family
5 48,400,700 47,453,400 43.41 43.41
[] [] [] [] - -
(b) Central
Government/
State
Government(s)
- - - - -
[] [] [] [] - -
(c) Bodies
Corporate
1 59,940,407 59,940,407 53.76 53.76
[] [] [] [] - -
(d) Financial
Institutions/
Banks
- - - - -
[] [] [] [] - -
(e) Any Other
(specify)
- - - - -
[] [] [] [] - -
Sub-Total
(A)(1)
6 108,341,107 107,393,807 97.17 97.17
[] [] [] [] - -
(2) Foreign


(a) Individuals
(Non-Resident
Individuals/
Foreign
Individuals)
- - - - -
[] [] [] [] - -
(b) Bodies
Corporate
- - - - -
[] [] [] [] - -
(c) Institutions
- - - - -
[] [] [] [] - -
(d) Qualified
Foreign
Investor
- - - - -
[] [] [] [] - -
(e) Any Other
(specify)
- - - - -
[] [] [] [] - -
Sub-Total
(A)(2)
0 0 0 0 0
[] [] [] [] - -
Total
Shareholding
of Promoter
and Promoter
Group (A)=
(A)(1)+(A)(2)
6 108,341,107 107,393,807 97.17 97.17
[] [] [] [] - -
(B) Public
shareholding


(1) Institutions


(a) Mutual Funds/
UTI
- - - - -
[] [] [] [] - -
(b) Financial
Institutions/
Banks
- - - - -
[] [] [] [] - -

87
Category
code
Category of
shareholder
Number
of
sharehol
ders
Pre-Issue Post-Issue Shares Pledged or
otherwise
encumbered
Total number of
shares

Number of
shares held in
dematerialise
d form

Total shareholding as a
percentage of total
number of shares
Total number
of shares

Number of
shares held in
dematerialise
d form

Total shareholding
as a percentage of
total number of
shares
As a
percentage
of (A+B)
As a
percentage
of (A+B+C)
As a
percenta
ge of
(A+B)
As a
percentag
e of
(A+B+C)
Number
of
shares
As a
percentage
(c) Central
Government/
State
Government(s)
- - - - -
[] [] [] [] - -
(d) Venture
Capital Funds
- - - - -
[] [] [] [] - -
(e) Insurance
Companies
- - - - -
[] [] [] [] - -
(f) Foreign
Institutional
Investors
- - - - -
[] [] [] [] - -
(g) Foreign
Venture
Capital
Investors
- - - - -
[] [] [] [] - -
(h) Qualified
Foreign
Investor
- - - - -
[] [] [] [] - -
(i) Others:
- - - - -
[] [] [] [] - -
Private equity
- - - - -
[] [] [] [] - -
Investment
Fund
- - - - -
[] [] [] [] - -
Sub-Total
(B)(1)
0 0 0 0 0
[] [] [] [] - -
(2) Non-
institutions

- -
(a) Bodies
Corporate
- - - - -
[] [] [] [] - -
(b) Individuals
15 3,153,143 2,973,143 2.83 2.83
[] [] [] [] - -
(i) Individual
shareholders
holding
nominal share
capital up to `
0.1 million.
- - - - -
[] [] [] [] - -
(ii) Individual
shareholders
holding
nominal share
capital in
excess of ` 0.1
million
- - - - -
[] [] [] [] - -
(c) Qualified
Foreign
Investor
- - - - -
[] [] [] [] - -
(d) Any Other
(specify)
- - - - -
[] [] [] [] - -
Sub-Total
(B)(2)
15 3,153,143 2,973,143 2.83 2.83
[] [] [] [] - -
Total
(B)=
(B)(1)+(B)(2)
15 3,153,143 2,973,143 2.83 2.83
[] [] [] [] - -
TOTAL
(A)+(B)
21 111,494,250 110,366,950 100.00 100.00
[] [] [] [] - -
(C) Shares held
by Custodians
and against
which
Depository
Receipts have
been issued
- - - - -
[] [] [] [] - -
(1) Promoter and
Promoter
Group
0 0 0 0.00 0.00
[] [] [] [] - -
(2) Public 0 0 0 0.00 0.00 [] [] [] [] - -
TOTAL
(A)+(B)+(C)
21 111,494,250 110,366,950 100.00 100.00
[] [] [] [] - -
(D) Public
pursuant to
the Issue
- - - - -
[] [] [] [] - -
GRAND
TOTAL
(A)+(B)+(C)+
21 111,494,250 110,366,950 100.00 100.00
[] [] [] [] - -

88
Category
code
Category of
shareholder
Number
of
sharehol
ders
Pre-Issue Post-Issue Shares Pledged or
otherwise
encumbered
Total number of
shares

Number of
shares held in
dematerialise
d form

Total shareholding as a
percentage of total
number of shares
Total number
of shares

Number of
shares held in
dematerialise
d form

Total shareholding
as a percentage of
total number of
shares
As a
percentage
of (A+B)
As a
percentage
of (A+B+C)
As a
percenta
ge of
(A+B)
As a
percentag
e of
(A+B+C)
Number
of
shares
As a
percentage
(D)

4. As on the date of this Draft Red Herring Prospectus, other than Murzash Manekshana who holds
2,973,143 Equity Shares constituting 2.67% of the equity share capital of our Company, there is no
public shareholder holding more than 1% of the pre-Issue share capital of our Company.

5. The list of top 10 shareholders of our Company and the number of Equity Shares held by them is
as under:

(a) As of the date of the Draft Red Herring Prospectus:

Sr. No. Name of the
Shareholder
Pre-Issue Post-Issue
Number of the
Equity Shares
held
Percentage
(%)
Number of the
Equity Shares
held
Percentage
(%)
1. ITIPL 59,940,407 53.76 [] []
2. Dattatray P. Mhaiskar 25,222,180
(1)
22.62 [] []
3. Jayant D. Mhaiskar 22,231,220
(2)
19.94 [] []
4. Murzash Manekshana 2,973,143 2.67 [] []
5. Anuya J. Mhaiskar 947,300 0.85 [] []
6. Subodh Garud 25,000 0.02 [] []
7. Uttam Pawar 25,000 0.02 [] []
8. Sameer Apte 25,000 0.02 [] []
9. Shridhar Phadke 20,000 0.02 [] []
10. M. Sankaranarayanan 18,000 0.02 [] []
Total 111,409,250 99.94 [] []
(1) Including 25, 218,780 Equity Shares held jointly with Sudha D. Mhaiskar.
(2) Including 11,227,920 Equity Shares held jointly with Anuya J. Mhaiskar.


(b) As of 10 days prior to the date of the Draft Red Herring Prospectus:

Sr. No. Name of the
Shareholder
Pre-Issue Post-Issue
Number of the
Equity Shares
held
Percentage
(%)
Number of the
Equity Shares
held
Percentage
(%)
1. ITIPL 62,913,550 56.43 [] []
2. Dattatray P. Mhaiskar 25,222,180
(1)
22.62 [] []
3. Jayant D. Mhaiskar 22,231,220
(2)
19.94 [] []
4. Anuya J. Mhaiskar 1,127,300
(3)
1.01 [] []
Total 111,494,250 100.00 []
(1) Including 25, 218,780 Equity Shares held jointly with Sudha D. Mhaiskar.
(2) Including 11,227,920 Equity Shares held jointly with Anuya J. Mhaiskar.
(3) Including 180,000 Equity Shares held jointly with Jayant D. Mhaiskar.

(c) As of two years prior to the date of the Draft Red Herring Prospectus:

Sr. No. Name of the Pre-Issue Post-Issue

89
Shareholder Number of the
Equity Shares
held
Percentage
(%)
Number of the
Equity Shares
held
Percentage
(%)
1. ITIPL 51,419,300 51.42 [] []
2. Dattatray P. Mhaiskar 25,222,180
(1)
25.22 [] []
3. Jayant D. Mhaiskar 22,231,220
(2)
22.24 [] []
4. Ideal Road Builders Private
Limited
1,124,000 1.12 [] []
5. Virendra D. Mhaiskar 3,300 0.00 [] []
Total 100,000,000 100.00 []
(1) Including 25, 218,780 Equity Shares held jointly with Sudha D. Mhaiskar.
(2) Including 11,227,920 Equity Shares held jointly with Anuya J. Mhaiskar.

6. Our Company, the Directors and the BRLMs have not entered into any buy-back and/or standby
arrangements for purchase of Equity Shares from any person.

7. Our Company has not issued any Equity Shares under any employee stock option scheme or employee
stock purchase scheme.

8. Except as stated below, our Company has not issued any Equity Shares at a price which may be lower
than the Issue price during a period of one year preceding the date of this Draft Red Herring Prospectus:

Sr.
No.
Name of
Person/Entity
Date of
Issue
No. Of Equity
Shares
Issue price
per Equity
Share (`)
Total
Consideration
Paid (`)
Reason
1. ITIPL May 28, 2014 11,494,250 21.75 249,999,938 Allotment to
our Corporate
Promoter

9. Except as stated below, none of the Promoter, Promoter Group or the Directors have purchased or
subscribed to any securities of our Company within three years immediately preceding the date of this
Draft Red Herring Prospectus, which in aggregate is equal to or greater than 1% of pre-Issue capital of
our Company:

Sr.
No.
Name of the
Shareholder
Promoter/
Promoter
Group/
Director
Date Nature of
transaction
No. of Equity
Shares
purchased/
subscribed
% of
pre-Issue
paid up
capital
1. Jayant D. Mhaiskar Promoter December
29, 2011
Allotment 11,227,920
(1)
10.07
Total 11,227,920 10.07

2. ITIPL Promoter December
29, 2011
Allotment 37,303,300 33.46
3. ITIPL Promoter May 28, 2014 Allotment 11,494,250 10.31
Total 48,797,550 43.77

4. Dattatray P. Mhaiskar Promoter December
29, 2011
Allotment 25,218,780
(2)
22.62
Total 25,218,780 22.62

5. Anuya J. Mhaiskar Promoter
Group
September
12, 2014
Purchase 1,127,300 1.01
Total 1,127,300 1.01

90
Sr.
No.
Name of the
Shareholder
Promoter/
Promoter
Group/
Director
Date Nature of
transaction
No. of Equity
Shares
purchased/
subscribed
% of
pre-Issue
paid up
capital
6. Murzash Manekshana Executive
Director
September
26, 2014
Purchase 2,973,143 2.67
Total 2,973,143 2.67
(1) Jointly held with Anuya J. Mhaiskar.
(2) Jointly held with Sudha D. Mhaiskar.

10. Except as stated below, none of the Promoter, Promoter Group or the Directors have sold any securities
of our Company within three years immediately preceding the date of this Draft Red Herring Prospectus,
which in aggregate is equal to or greater than 1% of pre-Issue capital of our Company:

Sr.
No.
Name of the
Shareholder
Promoter/
Promoter
Group/
Director
Date Nature of
transaction
No. of
Equity
Shares
purchased/
subscribed
% of
pre-Issue
paid up
capital
1. ITIPL Promoter September 26,
2014
Sale 2,973,143 2.67
Total 2,973,143 2.67

11. The aggregate shareholding of the Promoter Group in our Company, as of the date of this Draft Red
Herring Prospectus, is 108,341,107 Equity Shares constituting 97.17% of the paid-up capital of our
Company. The aggregate shareholding of the directors of ITIPL, in our Company, as of the date of this
Draft Red Herring Prospectus, is 48,400,700 Equity Shares constituting 43.41% of the paid-up capital of
our Company.

12. Except as stated below, none of the Promoter Group, the Directors, directors of ITIPL, the Directors and
their immediate relatives have purchased or sold any Equity Shares during a period of six months
preceding the date of this Draft Red Herring Prospectus:

Name of
seller /
purchaser
Date of
transacti
on
Nature
of
transacti
on
No. of
Equity
Shares
Nature
of
conside
ration
Face
Value (`)
Issue /
acquisiti
on / sale
price per
Equity
Share
(`)
Total
Cons
idera
tion/
Proc
eeds
from
Sale
(in `
milli
on)
Percen
tage of
the
pre-
Issue
Capita
l
(%)
Percen
tage of
the
post-
Issue
Capita
l (%)
Anuya J.
Mhaiskar
Septemb
er 12,
2014
Transfer
to joint
holding
of Anuya
J.
Mhaiskar
with
Jayant D.
Mhaiskar
180,000 - 10 - - 0.16 []
Anuya J.
Mhaiskar
(1)

Septemb
er 22,
Sale 180,000

Cash 10 21.75 3.92 0.16 []

91
Name of
seller /
purchaser
Date of
transacti
on
Nature
of
transacti
on
No. of
Equity
Shares
Nature
of
conside
ration
Face
Value (`)
Issue /
acquisiti
on / sale
price per
Equity
Share
(`)
Total
Cons
idera
tion/
Proc
eeds
from
Sale
(in `
milli
on)
Percen
tage of
the
pre-
Issue
Capita
l
(%)
Percen
tage of
the
post-
Issue
Capita
l (%)
2014
ITIPL Septemb
er 26,
2014
Sale 2,973,143 Cash 10 21.75 64.67 2.67 []
Murzash
Maneksha
na
Septemb
er 26,
2014
Purchase 2,973,143 Cash 10 21.75 64.67 2.67 []
(1) Held jointly with Jayant D. Mhaiskar.

13. Except as stated below, none of the Promoter Group, the directors of ITIPL, the Directors and their
relatives have purchased or sold any securities of the Subsidiaries during a period of six months
preceding the date of this Draft Red Herring Prospectus:

Name of
Seller/Purc
haser
Date of
Transactio
n
Natur
e of
Trans
action
No. of
Equity
Shares
Nature
of
Conside
ration
Face
Value
(`)
Issue/
Acquisition/S
ale Price per
Equity Share
(`)
Total
Consideration
/Proceeds
from Sale
(` million)
MIPL
ITIPL June 18,
2014
Sale 2,925,000 Cash 10 10 29.25
MEP Tormato
Jayant D.
Mhaiskar
September
8, 2014

Sale 9,999 Cash 10 10 0.10
Anuya J.
Mhaiskar
September
8, 2014
Sale 1 Cash 10 10 Negligible
RTIPL
Jayant D.
Mhaiskar
April 12,
2014
Sale 4,990 Cash 10 10 0.05
Anuya J.
Mhaiskar
April 12,
2014
Sale 5,000 Cash 10 10 0.05

14. Proceeds received by our Promoters from sale of shares of our Company and Subsidiaries

The table below sets forth details of proceeds received by our Promoters from sale of shares of our Subsidiaries:

Name of the Promoter Name of Subsidiary Total no. of shares sold Total Proceeds received
ITIPL
MIPL 5,061,498 50,614,980
RTPL 414,600 4,146,000
RVPL 6,540 65,400


MIPL 999 9,990
RVPL 5,000 50,000

92
Name of the Promoter Name of Subsidiary Total no. of shares sold Total Proceeds received

Jayant D. Mhaiskar
MEP Hamirpur 4,900 49,000
MEP Una 4,900 49,000
RTPL 567,000 310,000
RTRPL 4,990 499,000
MHSPL 4,900 49,000
MEP RGSL 4,900 49,000
RTIPL 4,990 499,000
MEP Tormato 9,999 99,990

For details of proceeds received by our Promoters from sale of shares of our Company, please see the section
Capital Structure History of the Equity Share Capital held by the Promoters Details of the build up of the
Promoters shareholding in our Company on page 83.

15. Our Company has not issued any Equity Shares out of revaluation reserves.

16. Our Company has not issued any Equity Shares pursuant to any scheme approved under the sections
391-394 of the Companies Act, 1956 .

17. The BRLMs or their respective associates do not hold any Equity Shares in our Company, as of the date
of this Draft Red Herring Prospectus. The BRLMs and their respective affiliates are engaged, and in the
future, may engage in transactions with and perform services for our Company and our Subsidiaries in
the ordinary course of business, including lending transactions, commercial banking and investment
banking transactions with our Company and our Subsidiaries, for which they may receive customary
consideration.

18. An oversubscription to the extent of 10% of the Issue can be retained for the purposes of rounding off to
the nearer multiple of minimum allotment lot.

19. All Equity Shares offered through the Issue will be fully paid up at the time of Allotment, failing which
no Allotment shall be made.

20. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments
convertible into the Equity Shares.

21. The Promoter Group, the Directors, relatives of the Directors or directors of ITIPL have not financed the
purchase by any other person of securities of our Company during the six months preceding the date of
this Draft Red Herring Prospectus.

22. Except for the Private Placement, there will be no further issue of Equity Shares, whether by way of
issue of bonus shares, preferential allotment, rights issue or in any other manner during the period
commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares
have been listed.

23. Our Company presently does not intend or propose to alter the capital structure for a period of six
months from the Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity
Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable,
directly or indirectly for Equity Shares) whether on a preferential basis or issue of bonus or rights or
further public issue of specified securities or qualified institutions placement or otherwise. However, if
our Company enters into acquisitions, joint ventures or other arrangements, our Company may, subject
to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as
currency for acquisitions or participation in such joint ventures.

24. Our Company shall Allot at least 75% of the Issue to QIBs on a proportionate basis, provided that our
Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 5% of

93
the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate
basis to Mutual Funds only and the remaining QIB Portion shall be available for allocation on a
proportionate basis to the QIB Bidders (other than Anchor Investors) including Mutual Funds subject to
valid Bids being received at or above the Issue Price. Further, not more than 15% of the Issue will be
available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of
the Issue will be available for allocation to Retail Individual Bidders in accordance with the SEBI
Regulations, subject to valid Bids being received from them at or above the Issue Price. Under-
subscription, if any, in any category, except in the QIB category, would be allowed to be met with spill
over from any other category or a combination of categories at the discretion of our Company, in
consultation with the BRLMs and the Designated Stock Exchange. At least 75% of the Issue shall be
Allotted to QIBs, and in the event that at least 75% of the Issue cannot be Allotted to QIBs, the entire
application money shall be refunded forthwith.

25. As of the date of this Draft Red Herring Prospectus, the total number of holders of the Equity Shares is
21.

26. Our Company has not raised any bridge loans against the Issue Proceeds.

27. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our
Company shall comply with such disclosure and accounting norms as may be specified by SEBI from
time to time.


94
OBJECTS OF THE ISSUE

The objects of the Issue are:

1. Repayment / pre-payment, in full or part, of certain loans availed by our Subsidiary, MIPL; and
2. General corporate purposes.

The main objects set out in the Memorandum of Association enable us to undertake our existing activities. The
loans availed by MIPL which are proposed to be repaid / pre-paid, in full or part, from Net Proceeds of the
Issue, are for activities carried out as enabled by the objects clause of the memorandum of association of MIPL.

Requirement of Funds

The details of the Net Proceeds are set forth in the following table:

(in ` million)
Sr.
No.
Description Estimated Amount
1. Gross proceeds of the Issue
(1)
[]
2. Less: Issue expenses

[]
3. Net Proceeds []
(1)
To be finalized upon determination

of the Issue Price.

Means of Finance

Our Company proposes to meet the entire requirement of funds for the proposed objects of the Issue from the
Net Proceeds. Accordingly, our Company confirms that there is no requirement to make firm arrangements of
finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to
be raised from the Issue.

Utilization of Net Proceeds

The details of utilisation of Net Proceeds will be in accordance with the table set forth below:

(in ` million)
Sr.
No.
Particulars Estimated Amount to be utilised
1. Repayment / pre-payment, in full or in part, of certain loans
availed by our Subsidiary, MIPL
2,912.01
2. General corporate purposes []
Total []

Schedule of Deployment

Our Company proposes to deploy the entire Net Proceeds towards the objects as described herein during
Financial Year 2015. However, if the Net Proceeds are not completely utilised for the objects stated above by
Financial Year 2015 due to factors including (i) any conditions attached to the borrowings restricting our ability
to prepay the borrowings and time taken to fulfil, or obtain waivers for fulfilment of, such requirements, (iii)
terms and conditions of consents and waivers received from lenders for prepayment, (iv) levy of any
prepayment penalties and the quantum thereof, (v) timely completion of the Issue; and (vi) other commercial
considerations; the same would be utilised (in part or full) in Financial Year 2016.

The funds deployment described herein is based on management estimates and current circumstances of our
business. The funds deployment described herein has not been appraised by any bank or financial institution.
We may have to revise our funding requirements and deployment on account of variety of factors such as our

95
financial condition, business and strategy, including external factors which may not be within the control of our
management. This may entail rescheduling and revising the planned funding requirements and deployment and
increasing or decreasing the funding requirements from the planned funding requirements at the discretion of
our management. For further details, see the section Risk Factors The deployment of funds for the Objects of
the Issue is at the discretion of our Board and the funding plan has not been appraised by any bank or financial
institutions and the use of Net Proceeds is not subject to monitoring by any independent agency on page 40.

Details of the Objects of the Issue

The details in relation to objects of the Issue are set forth herein below.

1. Repayment / pre-payment, in full or part, of certain loans availed by our Subsidiary, MIPL

Our Company and some of our Subsidiaries have entered into financing arrangements with various banks/
financial institutions. These arrangements include secured loans from banks / financial institutions. For details
of our debt financing arrangements, see the section Financial Indebtedness on page 430.

Our Company proposes to utilize an estimated amount of ` 2,912.01 million from the Net Proceeds towards
repayment / pre-payment, of certain loans availed by our Subsidiary, MIPL. We believe that such repayment /
prepayment will help reduce our outstanding indebtedness and debt servicing costs on a consolidated basis and
enable utilization of our accruals for further investment in business growth and expansion. In addition, we
believe that this would improve our leverage capacity and thereby improve our ability to raise further resources
in the future to fund our potential business development opportunities and plans to grow and expand our
business in the coming years.




96
The following table provides details of the loans availed by MIPL, which are proposed to be repaid or prepaid, in full or in part, from the Net Proceeds:

Sr.
No.
Name of Lender,
nature of
borrowing and
details of
documentation
Purpose Amount
sanctioned
(1)

Amount
outstanding as on
August 31,
2014
(1)(2)

Amount
proposed to be
prepaid out of
the Net
Proceeds
(1)(3)

Rate of Interest
(per annum)
Repayment Date
/ Schedule
Prepayment
Penalty
(in ` million)
1. IDFC Limited

Rupee loan
agreement dated
September 27,
2010 read with the
First amendment
agreement to the
loan agreement
dated March 8,
2013 and
Accession Deed
cum Amendment
Agreement to the
rupee loan
Agreement dated
March 8, 2013
Part financing of
the project
involving
securitisation of
five Mumbai Entry
Points along with
maintenance of
flyovers and allied
structures
9,210 (fund
based)
13,456.52 1,411.59 IDFC benchmark
rate plus spread
of 1.90%
(benchmark rate
is 3 year IDFC
Benchmark
Rate)
To be repaid in
312 unequal
fortnightly
instalments
commencing from
October 1, 2011
1% of the amount
prepaid on
prepayment on
any date other
than as specified
in the rupee loan
agreement
2. IDFC Limited

Rupee loan
agreement dated
January 25, 2011
and sanction letter
dated January 21,
2011


For investment in
various
infrastructure
initiatives of the
group, capital
expenditure,
general corporate
purposes, among
others
4,000 (fund
based)
IDFC benchmark
rate spread of
2.50%
To be repaid in
324 structured
fortnightly
instalments
commencing from
October 1, 2011
1% of the amount
prepaid on
prepayment on
any date other
than as specified
in the rupee loan
agreement
3. India Infrastructure
Finance Company
Limited

Takeout agreement
dated March 8,
2013 read with
Part financing of
the project
involving
securitisation of
five Mumbai Entry
Points along with
maintenance of
4,000 (fund
based)
4,106.67 430.79 IIFCL
benchmark rate
plus spread of
1.00%
(benchmark rate
set by IIFCL
from time to
To be repaid in
109 unequal
monthly
instalments
commencing from
October 2012
1% of the amount
prepaid on
prepayment on
any date other
than as specified
in the takeout
agreement

97
Sr.
No.
Name of Lender,
nature of
borrowing and
details of
documentation
Purpose Amount
sanctioned
(1)

Amount
outstanding as on
August 31,
2014
(1)(2)

Amount
proposed to be
prepaid out of
the Net
Proceeds
(1)(3)

Rate of Interest
(per annum)
Repayment Date
/ Schedule
Prepayment
Penalty
(in ` million)
Accession Deed
cum Amendment
Agreement to the
rupee loan
Agreement dated
March 8, 2013 and
sanction letter
dated September
12, 2012
flyovers and allied
structures
time)
4. Canara Bank

Rupee Loan
agreement dated
September 27,
2010 read with
Deed of
Assignment and
Transfer dated
April 19, 2011 and
read with
Accession Deed
cum Amendment
Agreement to the
rupee loan
Agreement dated
March 8, 2013
Part financing of
the project
involving
securitisation of
five Mumbai entry
points along with
maintenance of
flyovers and allied
structures
5,000 (fund
based)
5,094.60 534.42 IDFC
Benchmark rate
plus spread of
1.90%
(benchmark rate
is 3 year IDFC
Benchmark
Rate)
To be repaid in
312 unequal
fortnightly
instalments
commencing from
October 1, 2011
1% of the amount
prepaid on
prepayment on
any date other
than as specified
in the rupee loan
agreement
5. HDFC Bank
Limited

Rupee Loan
agreement dated
September 27,
2010 read with
Deed of
Assignment and
Transfer dated
October 25, 2010
Part financing of
the project
involving
securitisation of
five Mumbai entry
points along with
maintenance of
flyovers and allied
structures
3,000 (fund
based)
3,080.96 323.19 Benchmark rate
plus spread of
1.90%
(benchmark rate
is 3 year IDFC
Benchmark
Rate)
To be repaid in
312 unequal
fortnightly
instalments
commencing from
October 1, 2011
1% of the amount
prepaid on
prepayment on
any date other
than as specified
in the rupee loan
agreement

98
Sr.
No.
Name of Lender,
nature of
borrowing and
details of
documentation
Purpose Amount
sanctioned
(1)

Amount
outstanding as on
August 31,
2014
(1)(2)

Amount
proposed to be
prepaid out of
the Net
Proceeds
(1)(3)

Rate of Interest
(per annum)
Repayment Date
/ Schedule
Prepayment
Penalty
(in ` million)
and read with
Accession Deed
cum Amendment
Agreement to the
rupee loan
Agreement dated
March 8, 2013
6. L&T Infrastructure
Limited

Facility Agreement
dated July 2, 2011
and sanction letter
dated June 29,
2011
For funding
infrastructure
activities within the
group
2,000 (fund
based)
2,021.14 212.02 L&T Infra prime
lending rate
minus 2.75%
payable monthly
Repayable in
structured
monthly
instalments
commencing from
July 1, 2012 and
ending in June
2025 after a
moratorium period
of 12 months
1% of the amount
prepaid on
prepayment on
any date other
than as specified
in the facility
agreement
Total 27,210 27,759.89 2,912.01
(1) The amount outstanding as of August 31, 2014 has been certified by Parikh Joshi & Kothare, Chartered Accountants, one of the Joint Statutory Auditors of our Company, through its certificate
dated September 20, 2014.Further, Parikh Joshi & Kothare, Chartered Accountants have also certified that MIPL has utilised the loans for the purposes for which the loans were availed.
(2) Includes interest, liquidated damages and other charges but excludes interest accrued but not due as on August 31, 2014.
(3) The amount of Net Proceeds proposed to be utilized for repayment / prepayment of each the aforementioned loans availed by MIPL will be calculated based on the amount outstanding under each
of the loans as on the actual date of repayment / prepayment, subject to (i) any conditions attached to the borrowings, (ii) terms and conditions of consents and waivers received from lenders for
prepayment.

99
We may choose not to prepay the loans from the Net Proceeds to the extent specified above, in the event of a
shortfall of the Net Proceeds.

The abovementioned loans availed by MIPL stipulate levy of prepayment penalties, which are applicable if
repayment / pre-payment is made on dates other than those specified in the relevant documents. We will take
such provisions into consideration while deciding the loans to be repaid and / or pre-paid from the Net
Proceeds. Payment of such pre-payment penalty, if any, shall be made out of the Net Proceeds of the Issue. In
the event the Net Proceeds of the Issue are not sufficient for the said payment of pre-payment penalty, such
payment shall be made from the internal accruals of our Company and / or MIPL.

Further, the lenders while providing their consents for prepayment or repayment of the loans, have imposed
certain restrictions on our Company as well as MIPL. For example, (i) our Company is required to hold at least
70% shareholding in MIPL; (ii) MIPL and our Company shall ensure utilisation of at least 75% of the Net
Proceeds to repay / prepay debt of senior lenders of MIPL, i.e. IDFC Limited, IIFCL Canara Bank and HDFC
Limited (the Senior Lenders) on a proportionate basis; and (iii) the prepayment of the loan availed by MIPL
from L&T shall be made in proportion to the aggregate outstanding loan amount of the Senior Lenders being
prepaid / repaid from the Issue proceeds.

The amount of Net Proceeds proposed to be utilized for repayment / prepayment of each the aforementioned
loans availed by MIPL will be calculated based on the amount outstanding under each of the loans as on the
actual date of repayment / prepayment, subject to (i) any conditions attached to the borrowings, (ii) terms and
conditions of consents and waivers received from lenders for prepayment. The repayment / prepayment to the
Senior Lenders shall be made on a proportionate basis without any additional benefit to any of the Senior
Lenders.

Our Company shall be deploying the Net Proceeds in MIPL, for the purpose of repayment / pre-payment of the
aforementioned loans, in the form of debt or equity or in any other manner as may be mutually decided. The
actual mode of such deployment has not been finalized as on the date of this Draft Red Herring Prospectus. For
further details see the section Risk Factors - Our Company proposes to utilize majority of the Net Proceeds to
repay/prepay certain loans availed by our Subsidiary, MIPL, and accordingly, the utilization of Net Proceeds
will not result in creation of any tangible assets on page 39.

2. General Corporate Purposes

Our Company proposes to deploy the balance Net Proceeds aggregating ` [] million towards general corporate
purposes, subject to such utilization not exceeding 25% of the Net Proceeds, in compliance with the SEBI
Regulations, including but not limited to strategic initiatives, partnerships and joint ventures, meeting
exigencies which our Company may face in the ordinary course of business, meeting expenses incurred in the
ordinary course of business and any other purpose as may be approved by the Board or a duly appointed
committee from time to time, subject to compliance with the necessary provisions of the Companies Act. Our
Companys management, in accordance with the policies of the Board, will have flexibility in utilising any
surplus amounts.

3. Issue Expenses

The total expenses of the Issue are estimated to be approximately ` [] million. The Issue expenses consist of
underwriting fees, selling commission, fees payable to the BRLMs, legal counsels, Bankers to the Issue
including processing fee to the SCSBs for processing ASBA Bid cum Application Forms procured by the
Syndicate Members and submitted to the SCSBs and Registrar to the Issue, printing and stationery expenses,
advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity
Shares on the Stock Exchanges. The break-up for the Issue expenses is as follows:

Activity Estimated
expenses
(1)

(in ` million)
As a % of the
total estimated
Issue expenses
(1)

As a % of the total
Issue size
(1)

BRLMs fees and commissions (including [] [] []

100
Activity Estimated
expenses
(1)

(in ` million)
As a % of the
total estimated
Issue expenses
(1)

As a % of the total
Issue size
(1)

underwriting commission, brokerage and
selling commission)
Commission/processing fee for SCSBs and
Bankers to the Issue
[] [] []
Brokerage and selling commission for
Registered Brokers
[] [] []
Registrar to the Issue [] [] []
Other advisors to the Issue [] [] []
Others
- Listing fees, SEBI filing fees, bookbuilding
software fees
[] [] []
- Printing and stationary [] [] []
- Advertising and marketing expenses [] [] []
- Miscellaneous [] [] []
Total estimated Issue expenses [] [] []
(1)
Amounts will be finalized at the time of filing the Prospectus and on determination of Issue Price and other details.

Interim use of proceeds

Our Company, in accordance with the policies established by the Board from time to time, will have flexibility
to deploy the Net Proceeds. Pending utilization for the purposes described above, our Company will have
significant flexibility to temporarily invest the Net Proceeds in interest/ dividend bearing liquid debt instruments
including investments in debt mutual funds and other financial products, such as principal protected funds,
listed debt instruments, rated debentures or deposits with banks/ other entities. In accordance with section 27 of
the Companies Act, 2013, our Company confirms that it shall not use the Net Proceeds for any investment in
the equity markets.

Bridge Financing Facilities

Our Company has not raised any bridge loans from any bank or financial institution as on the date of the Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

Monitoring of Utilisation of Funds

Since the proceeds from the Issue are less than ` 5,000 million, in terms of Regulation 16 of the SEBI
Regulations, our Company is not required to appoint a monitoring agency for the purposes of this Issue. Our
Board will monitor the utilisation of the proceeds of the Issue. We will disclose the utilisation of the proceeds of
the Issue under a separate head along with details, for all such proceeds of the Issue that have not been utilised.
We will indicate investments, if any, of unutilised proceeds of the Issue in the balance sheet of our Company for
the relevant fiscal years subsequent to the listing. For further details see the section Risk Factors The
deployment of funds for the Objects of the Issue is at the discretion of our Board and the funding plan has not
been appraised by any bank or financial institutions and the use of Net Proceeds is not subject to monitoring by
any independent agency on page 39.

Pursuant to clause 49 of the Equity Listing Agreement, our Company shall on a quarterly basis disclose to the
Audit Committee of the Board of Directors the uses and applications of the Issue Proceeds. On an annual basis,
our Company shall prepare a statement of funds utilised for purposes other than those stated in this Draft Red
Herring Prospectus and place it before the Audit Committee of the Board of Directors. Such disclosure shall be
made only until such time that all the Issue Proceeds have been utilised in full. The statement shall be certified
by the statutory auditor of our Company. Furthermore, in accordance with clause 43A of the Equity Listing
Agreement, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement including
material deviations, if any, in the utilisation of the proceeds of the Issue from the objects of the Issue as stated
above. This information will also be published in newspapers simultaneously with the interim or annual
financial results, after placing the same before the Audit Committee of the Board of Directors.

101

Variation in Objects

In accordance with Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not vary the
objects of the Issue without our Company being authorised to do so by the Shareholders by way of a special
resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of
such special resolution (Postal Ballot Notice) shall specify the prescribed details as required under the
Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the
newspapers, one in English and one in the vernacular language of the jurisdiction where the Registered Office is
situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such
shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as may be
prescribed by SEBI, in this regard.

Appraising Entity

None of the objects of the Issue for which the Net Proceeds will be utilized have been appraised.

Other Confirmations

No part of the proceeds of the Issue will be paid by us to the Promoters and Promoter Group, Group Companies,
the Directors, associates or Key Management Personnel, except in the normal course of business and in
compliance with applicable law.

102
BASIS FOR ISSUE PRICE

The Issue Price will be determined by our Company in consultation with the BRLMs, on the basis of
assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis
of quantitative and qualitative factors as described below. The face value of the Equity Shares is ` 10 each and
the Issue Price is [] times the face value at the lower end of the Price Band and [] times the face value at the
higher end of the Price Band. Investors should also refer to the sections Our Business, Risk Factors and
Financial Statements on pages 145, 17 and 256, respectively, to have an informed view before making an
investment decision.

Qualitative Factors

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India
presence. We focus on pure toll collection projects as well as OMT projects, which involve operation and
maintenance obligations in addition to toll collection on operational roads (including highways) constructed by
third parties. We believe the following are our strengths:

Established and leading player in the toll management industry with proven track record;
Early mover advantage;
Integrated structure with in-house capabilities to undertake most of the activities related to our projects
including traffic study expertise and revenue forecasting capabilities;
Use of advanced technology for toll collection;
Business model which does not involve construction or gestation related risks;
Experienced Promoters and senior management;
Diversified project portfolio across different states in India, with an increasing mix of Long Term
contracts; and
Ability to achieve financial closure for projects.
For further details, see the section Our Business - Our Strengths on page 145.

Quantitative Factors

The information presented below relating to our Company is based on the Restated Financial Information
prepared in accordance with Indian GAAP and the Companies Act, 1956 and restated in accordance with the
SEBI Regulations. For details, see the section Financial Statements on page 256.

Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:

1. Earnings Per Share (EPS)
As per our Restated Standalone Financial Information:

Year Ended Basic EPS (in `) Diluted EPS (in `) Weight
March 31, 2012 4.30 4.30 1
March 31, 2013 1.65 1.65 2
March 31, 2014 0.43 0.43 3
Weighted Average 1.48 1.48


103
As per our Restated Consolidated Financial Information:

Year Ended Basic EPS (in `) Diluted EPS (in `) Weight
March 31, 2012 -13.08 * 1
March 31, 2013 -6.25 * 2
March 31, 2014 -11.75 -11.75 3
Weighted Average -10.14 NA
*Diluted EPS are not calculated for the years where results would be anti-dilutive

Notes:
Basic and diluted earnings per share are computed in accordance with Accounting Standard 20 'Earnings per Share' notified accounting standard by
Companies (Accounting Standards) Rules, 2006 (as amended).

2. Price/Earning (P/E) ratio in relation to Price Band of ` [] to ` [] per Equity Share:
Particulars P/E at the lower end of Price
Band (no. of times)
P/E at the higher end of
Price Band (no. of times)
Based on basic EPS as per the Restated
Standalone Financial Information for
FY 2014
[] []
Based on basic EPS as per the Restated
Consolidated Financial Information for
FY 2014
[] []
Based on diluted EPS as per the
Restated Standalone Financial
Information for FY 2014
[] []
Based on diluted EPS as per the
Restated Consolidated Financial
Information for FY 2014
[] []

Industry PE ratio

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-
India presence. We focus on pure toll collection projects as well as OMT projects. There are no listed
entities similar to our line of business and comparable to our scale of operations.

3. Average Return on Net Worth (RoNW)
As per Restated Standalone Financial Information:
Particulars RoNW % Weight
Year ended March 31, 2012 9.20% 1
Year ended March 31, 2013 7.73% 2
Year ended March 31, 2014 1.98% 3
Weighted Average 5.10%

As per Restated Consolidated Financial Information:
Particulars RoNW % Weight
Year ended March 31, 2012 -120.62% 1
Year ended March 31, 2013 -372.01% 2
Year ended March 31, 2014 -143.12% 3
Weighted Average -215.67%





104
4. Minimum RoNW after the Issue needed to maintain Pre-Issue basic and diluted EPS for the year
ended March 31, 2014:
Particulars At Floor Price At Cap Price
To maintain pre-Issue basic EPS


Standalone Standalone Financial Information []% []%
Restated Consolidated Financial Information []% []%

To maintain pre-Issue diluted EPS
Restated Standalone Financial Information []% []%
Restated Consolidated Financial Information []% []%

5. Net Asset Value per Equity Share of face value of ` 10 each
(i) Net asset value per Equity Share as on March 31, 2014 as per Restated Standalone Financial
Information is

` 21.75
(ii) Net asset value per Equity Share as on March 31, 2014 as per Restated Consolidated Financial
Information is

` (8.21)
(iii) After the Issue as per Restated Standalone Financial Information:
a. At the Floor Price: ` []
b. At the Cap Price: ` []
(iv) After the Issue as per Restated Consolidated Financial Information:
a. At the Floor Price: ` []
b. At the Cap Price: ` []
(v) Issue Price: ` []
6. Comparison with Listed Industry Peers
We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India
presence. We focus on pure toll collection projects as well as OMT projects. There are no listed entities similar
to our line of business and comparable to our scale of operations.

The Issue Price of ` [] has been determined by our Company, in consultation with the BRLMs, on the basis of
assessment of market demand from investors for Equity Shares through the Book Building Process and, is
justified in view of the above qualitative and quantitative parameters. Investors should read the above
mentioned information along with Risk Factors and Financial Statements on pages 17 and 256,
respectively, to have a more informed view.





105
STATEMENT OF TAX BENEFITS

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS

To,
The Board of Directors,
MEP Infrastructure Developers Limited
(Formerly known as MEP Infrastructure Developers Private Limited)
412, Boomerang,
Chandivali Farm Road,
Near Chandivali Studio,
Andheri (East),
Mumbai-400072
India

Sub: Proposed initial public offering of equity shares (the Issue) of MEP Infrastructure Developers
Limited (the Company)

We report that the enclosed statement, states the possible direct tax benefits available to the Company and to its
shareholders under the Income-tax Act, 1961 and Wealth-tax Act, 1957, presently in force in India. Several of
these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the
relevant provisions of the statute. Hence, the ability of the Company or its shareholders to derive the tax
benefits is dependent upon their fulfilling such conditions, which based on business imperatives the Company
faces in the future, the Company may or may not choose to fulfill.

The benefits discussed in the enclosed annexure are not exhaustive. This statement is only intended to provide
general information to the investors and is neither designed nor intended to be a substitute for professional tax
advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is
advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the Issue. Neither we are suggesting nor advising the investor to invest money based on this
statement.

The amendments in Finance Act 2014 have been incorporated to the extent relevant in the enclosed Annexure.

We do not express any opinion or provide any assurance as to whether:

i) the Company or its shareholders will continue to obtain these benefits in future; or
ii) the conditions prescribed for availing the benefits have been/would be met with.

Our views are based on the existing provisions of law and its interpretations, which are subject to change or
modification by subsequent legislative, regulatory, administrative, or judicial decisions. Any such changes,
which could also be retroactive, could have an effect on the validity of our views stated herein. We assume no
obligation to update this statement on any events subsequent to its issue, which may have a material effect on
the discussions herein.

The Direct Tax Code (proposed to replace the Income Tax Act, 1961 and Wealth Tax Act, 1957) may undergo
changes by the time it is actually introduced and hence, at the moment, it is unclear when will it come into
effect and what effect the proposed Direct Tax Code would have on the Company and the investors. We have
accordingly made no comment on impact of the proposed Direct Tax Code.

Our views expressed herein are based on facts/ assumptions indicated to us, our understanding of the law and
interpretation thereof; and hence are not binding on any authority or court. Accordingly, no assurance is given
that a position contrary to that expressed herein will not be asserted by any authority and ultimately sustained by
an appellate authority or a Court of law.


106
We hereby give consent to include this statement of tax benefits in the draft red herring prospectus, red herring
prospectus, the prospectus and in any other material used in connection with the Issue.

Sincerely,

For B S R and Co
Chartered Accountants
Firms Registration No: 128510W


For Parikh Joshi & Kothare
Chartered Accountants
Firms Registration 107547W

Vijay Mathur
Partner
Membership No. 046476
Tejas Parikh
Partner
Membership No. 123215

Place: Mumbai
Date: September 15, 2014





107
ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO MEP
INFRASTRUCTURE DEVELOPERS LIMITED AND ITS SHAREHOLDERS

Outlined below are the possible benefits available to MEP Infrastructure Developers Limited (the Company) and
its shareholders under the current direct tax laws in India

A. General benefits to the Company under the Income Tax Act, 1961 (the Act)

The following tax benefits are generally available to the Company, subject to satisfaction of conditions as
prescribed under the Act.

1. Business income
a. Depreciation

Depreciation can be claimed on specified tangible and intangible assets owned and used for the purpose of
business as per provisions of Section 32 of the Act.

b. Unabsorbed depreciation

Unabsorbed depreciation, if any, for an assessment year can be carried forward and set off against any
source of income in subsequent years as per provisions of Section 32 of the Act.

c. Business Expenditure
As per section 37(1) of the Act, any expenditure incurred by the Company for the purpose of business which
are not in the nature of capital or personal are allowable.

As per amendment by Finance (No. 2) Act 2014, any expenditure incurred by the Company on activities
relating to CSR referred to in section 135 of the Companies Act, 2013 shall not be deemed to be an
expenditure incurred for the purpose of business. Accordingly, such expenditure will not be allowed as
deduction.

d. Business losses

Business losses, if any, for an assessment year can be carried forward and set off against business profits for
eight subsequent years.

e. Minimum Alternate Tax (MAT) credit

If the total tax payable as computed under the normal provisions of the Act is less than 18.5 percent of
the book profit as computed under the provisions of section 115JB, tax is payable as MAT at the rate of
18.5 percent (plus applicable surcharge and education cess) on the book profit as computed in
accordance with the provisions of section 115JB of the Act.
As per provisions of Section 115JAA of the Act, credit can be claimed for MAT paid for any assessment
year commencing on or after April 1, 2006 against normal income-tax payable in subsequent assessment
years.
MAT credit is claimable to the extent of difference between the tax payable as per the normal provisions
of the Act and the tax payable under Section 115JB for the assessment year. MAT credit is available for
set-off up to ten years succeeding the assessment year in which the credit arises.

f. Income from investment in units of Mutual funds
As per section 10(35) of the Act, the income received in respect of the units of a Mutual Fund specified
under clause (23D) of section 10 of the Act shall be exempt from tax.

g. Tax holiday under section 80IA of the Act

108
Section 80IA of the Act provides for deduction of 100 percent of the profits for a period of 10
consecutive years, in case of an enterprise engaged in the business of developing or operating and
maintaining or developing, operating and maintaining an infrastructure facility and fulfils the following
conditions:
- The enterprise is owned by a company registered in India or by a consortium of such companies;
- It has entered into agreement with the Central Government or a State Government or a local
authority or any other statutory body for developing or operating and maintaining or developing,
operating and maintaining a new infrastructure facility;
- It has started or starts operating and maintaining the infrastructure facility on or after 1 April 1995.
Infrastructure facility has been inter alia defined to include road including toll road, bridge, rail system,
highway project, water supply project, port, airport, inland waterway etc.
The assessee is eligible to claim the deduction subject to satisfaction of certain conditions as laid down
under section 80 IA of the Act for a period of any ten consecutive assessment years out of fifteen years
from the year in which the assessee develops and begins to operate the infrastructure facility.
In view of the above provisions of the Act, certain agreement entered by subsidiaries of the Company
for operating and maintaining or developing, operating and maintaining an infrastructure are eligible to
claim deduction under section 80-IA of the Act subject to fulfilment of the above stipulated conditions.

2. Dividends

As per section 10(34) of the Act, income by way of dividend referred to in section 115O of the Act
received shall be exempt from tax.
Income received in respect of mutual funds specified under section 10(23D) of the Act shall be exempt
from tax under section 10(35) of the Act, subject to such income not arising from transfer of units in
such mutual funds.
As per the provisions of Section 115BBD of the Act, dividend received from a specified foreign
company (in which the Company has shareholding of 26 percent or more) would be taxable at the
concessional rate of 15 percent on gross basis (plus applicable surcharge and education cess).

3. Tax on distributed profits of domestic companies

As per section 115O of the Act, every domestic company is liable to pay Dividend Distribution Tax
(DDT) on the amount of dividend distributed by it at the rate of 15 percent (plus a surcharge and
education cess and secondary and higher education cess)
As per sub-section (1A) of section 115O, while computing the DDT liability, the amount of dividend
received by the domestic company from its subsidiary shall be reduced from the amount of dividend
distributed / paid by it. This is subject to the condition that the subsidiary company has paid DDT on the
dividend distributed by it. Further, the same amount of dividend shall not be taken into account for
reduction more than once.
As per sub-section (1B), inserted by Finance (No.2) Act 2014 for the purpose of computing DDT, the
amount of dividend must be grossed up at the rate of 15 percent for applying DDT.
In addition, as per amendment made by Finance Act, 2013 with effect from 1 June 2013, dividend
received from specified foreign subsidiary company shall also be eligible for set off against dividend
distributed by the Indian company while computing its DDT liability.

4. Capital gains

a. Taxability of capital gains

Profits and gains from transfer of capital assets are chargeable to capital gains tax.
Capital assets may be categorized into short term capital assets and long term capital assets based on
their nature and period of holding.

109
Listed securities or units of UTI or zero coupon bonds are considered as long term capital assets if they
are held for period exceeding 12 months. These assets are short term capital assets if held for 12 months
or less.
As per amendment by Finance (No. 2) Act 2014, units of equity oriented mutual funds shall be
considered as long term capital asset if held for period exceeding 12 months.
As per amendment by Finance Act 2014, unlisted shares or units of Mutual funds specified under
section 10(23D) of the Act are to be considered as long term capital assets if they are held for period
exceeding 36 months. These assets shall be regarded short term capital assets if held for 36 months or
less.
Assets, other than those mentioned above, are considered as long term capital assets, if they are held for
more than 36 months, otherwise they are treated as Short term capital assets.
Capital gains arising on transfer of long term capital assets are considered as Long Term Capital
Gains. Capital gains arising on transfer of short term capital assets are considered as Short Term
Capital Gains
As per provisions of section 47(xvii) of the Act inserted by Finance (No. 2) Act 2014, any transfer of
shares of a Special Purpose Vehicle (SPV) to a business trust in exchange of units allotted by that trust
to the transferor is exempt from Capital Gains Tax.
As per provisions of section 56(2)(ix) inserted by Finance (No. 2) Act 2014, advance received and
forfeited in relation to a transfer of capital asset shall be taxable under the head Income from Other
Sources and shall not be reduced from the cost of written down value or the fair market value, as the
case may be, in computing the cost of acquisition of such capital asset.

Long Term Capital Gains (LTCG)

- LTCG arising on transfer of equity shares of a company or units of an equity oriented fund [which
has been set up under a scheme of a mutual fund specified under Section 10(23D)] is exempt from
tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to
securities transaction tax (STT) and subject to fulfillment of conditions specified in that section.
- As per amendment by Finance (No. 2) Act 2014, LTCG arising on transfer of unit of business trust
is also exempt as per provisions of section 10(38) of the Act, provided the transaction is
chargeable to STT and subject to fulfilment of conditions specified in that section.
- Income by way of LTCG, which is exempt under Section 10(38) of the Act, shall be taken into
account while determining book profits in accordance with provisions of Section 115JB of the
Act.
- As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than
bonds and debentures (excluding capital indexed bonds issued by the Government) and
depreciable assets, is to be computed by deducting the indexed cost of acquisition and indexed
cost of improvement from the full value of consideration.
- As per provisions of Section 112(1) of the Act, LTCG which are not exempt under Section 10(38)
of the Act are subject to tax at the rate of 20 percent (plus applicable surcharge and education
cess). However, as per the proviso to section 112(1) of the Act as amended by the Finance (No. 2)
Act 2014, if the tax on LTCG resulting on transfer of listed securities (other than a unit) or zero
coupon bond, calculated at the rate of 20 percent with indexation benefit exceeds the tax on LTCG
computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to
tax at concessional rate of 10 percent (plus applicable surcharge and education cess).As per
provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a
year is allowed to be set-off only against long term capital gains. Balance loss, if any, can be
carried forward and set-off only against long term capital gains arising during subsequent eight
assessment years.

Short Term Capital Gains (STCG)

- As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of
equity oriented mutual fund are subject to tax at the rate of 15 percent (plus applicable surcharge

110
and education cess) provided the transaction is chargeable to STT. No deduction under Chapter
VIA is allowed from such income.
- As per amendment by Finance (No. 2) Act 2014, STCG arising on sale of unit of business trust are
also subject to tax at the rate of 15 percent (plus applicable surcharge and education cess) provided
the transaction is chargeable to STT. No deduction under Chapter VIA is allowed from such
income. Further, STCG arising from transfer of units of business trust which were acquired in
consideration of a transfer as referred to in the section 47(xvii) of the Act, shall not be eligible for
the concessional rate of 15 percent as per section 111A of the Act.
- STCG arising on sale of equity shares or units of equity oriented mutual fund where such
transaction is not chargeable to STT shall be taxable at the rate of 30 percent (plus applicable
surcharge and education cess).
- STCG arising on any asset not specified above shall be taxable at 30 percent (plus applicable
surcharge and education cess).
- As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising
during a year is allowed to be set-off against short - term as well as long term capital gains.
Balance loss, if any, can be carried forward and set-off against capital gains whether long term or
short term arising during subsequent eight assessment years.

b. Exemption of capital gains from income tax

Under Section 54EC of the Act, capital gains arising from transfer of long term capital assets
[other than those exempt u/s 10(38)] shall be exempt from tax, subject to the conditions and to the
extent specified therein, if the capital gain is invested within a period of six months from the date
of transfer in bonds redeemable after three years and issued by -:
- National Highway Authority of India (NHAI) constituted under Section 3 of National Highway
Authority of India Act, 1988; and
- Rural Electrification Corporation Limited (REC), a company formed and registered under the
Companies Act, 1956.
Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis.
As per amendment by Finance (No. 2) Act 2014, the investment in the aforesaid bonds during the
financial year in which the original asset or assets are transferred and in the subsequent financial
year cannot exceed Rs 5,000,000.
Where the new bonds acquired and exempt under section 54EC of the Act are transferred or
converted into money within three years from the date of their acquisition, the amount so exempted
shall be taxable as capital gains in the year of transfer / conversion.
The characterization of the gain / losses, arising from sale / transfer of shares as business income or
capital gains would depend on the nature of holding and various other factors.
c. Securities Transaction Tax (STT)
As per provisions of section 36(1)(xv) of the Act, STT paid in respect of taxable securities
transactions entered into in the course of business is allowed as a deduction if the income arising
from such taxable securities transactions is included in the income computed under the head Profit
and gains of business or profession. Where such deduction is claimed, no further deduction in
respect of the said amount is allowed while determining the income chargeable to tax as capital
gains.

B. Benefits to the members / shareholders of the Company under the Act

Resident members/shareholder

a. Dividends exempt under section 10(34) of the Act

Under section 10(34) of the Act, income earned by way of dividend (interim or final) from a
domestic company referred to in section 115O of the Act is exempt from income tax in the hands
of the shareholders.


111
b. Capital gains

i. Taxability of capital gains

Profits and gains from transfer of capital assets are chargeable to capital gains tax.
Capital assets may be categorized into short term capital assets and long term capital assets based
on their nature and period of holding.
Listed securities or units of UTI or zero coupon bonds are considered as long term capital assets if
they are held for period exceeding 12 months. These assets are short term capital assets if held for
12 months or less.
As per amendment by Finance (No. 2) Act 2014, units of an equity oriented mutual funds shall be
considered as long term capital asset if held for period exceeding 12 months.
As per amendment by Finance (No. 2) Act 2014, unlisted shares or units of Mutual funds specified
under section 10(23D) of the Act are to be considered as long term capital assets if they are held
for period exceeding 36 months. These assets shall be regarded as short term capital assets if held
for 36 months or less.
Assets, other than those mentioned above, are considered as long term capital assets, if they are
held for more than 36 months, otherwise they are treated as Short term capital assets.
Capital gains arising on transfer of long term capital assets are considered as Long Term Capital
Gains. Capital gains arising on transfer of short term capital assets are considered as Short Term
Capital Gains,
As per provisions of section 47(xvii) of the Act inserted by Finance (No. 2) Act 2014, any transfer
of shares of a Special Purpose Vehicle (SPV) to a business trust in exchange of units allotted by
that trust to the transferor is exempt from Capital Gains Tax.
As per provisions of section 56(2)(ix) inserted by Finance (No. 2) Act 2014, advance received and
forfeited in relation to a transfer of capital asset shall be taxable under the head Income from Other
Sources and shall not be reduced from the cost of written down value or the fair market value, as
the case may be, in computing the cost of acquisition of such capital asset.

Long Term Capital Gains (LTCG)

- LTCG arising on transfer of equity shares of a company or units of an equity oriented fund [which
has been set up under a scheme of a mutual fund specified under Section 10(23D)] is exempt from
tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to
securities transaction tax (STT) and subject to fulfillment of conditions specified in that section.
- As per amendment by Finance (No. 2) Act 2014, LTCG arising on transfer of unit of business trust
is also exempt as per provisions of section 10(38) of the Act, provided the transaction is
chargeable to STT and subject to fulfilment of conditions specified in that section.
- Income by way of LTCG, which is exempt under Section 10(38) of the Act, shall be taken into
account while determining book profits in accordance with provisions of Section 115JB of the
Act.
- As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than
bonds and debentures (excluding capital indexed bonds issued by the Government) and
depreciable assets, is to be computed by deducting the indexed cost of acquisition and indexed
cost of improvement from the full value of consideration.
- As per provisions of Section 112(1) of the Act, LTCG which are not exempt under Section 10(38)
of the Act are subject to tax at the rate of 20 percent (plus applicable surcharge and education
cess). However, as per the proviso to section 112(1) of the Act as amended by the Finance (No.2 )
Act 2014, if the tax on LTCG resulting on transfer of listed securities (other than a unit) or zero
coupon bond, calculated at the rate of 20 percent with indexation benefit exceeds the tax on LTCG
computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to
tax at concessional rate of 10 percent (plus applicable surcharge and education cess).As per
provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a
year is allowed to be set-off only against long term capital gains. Balance loss, if any, can be

112
carried forward and set-off only against long term capital gains arising during subsequent eight
assessment years.

Short Term Capital Gains (STCG)

- As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of
equity oriented mutual fund are subject to tax at the rate of 15 percent (plus applicable
surcharge and education cess) provided the transaction is chargeable to STT. No deduction
under Chapter VIA is allowed from such income.
- As per amendment by Finance (No. 2) Act 2014, STCG arising on sale of unit of business trust
are also subject to tax at the rate of 15 percent (plus applicable surcharge and education cess)
provided the transaction is chargeable to STT. No deduction under Chapter VIA is allowed
from such income. Further, STCG arising on transfer of units of business trust which were
acquired in consideration of a transfer as referred to in the section 47(xvii) of the Act, shall not
be eligible for the concessional rate of 15 percent as per section 111A of the Act. STCG arising
on sale of equity shares or units of equity oriented mutual fund where such transaction is not
chargeable to STT shall be taxable at progressive slab rate (plus applicable surcharge and
education cess).
- STCG, arising on any asset not specified above shall be taxable at 30 percent (plus applicable
surcharge and education cess)
- As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising
during a year is allowed to be set-off against short term as well as long - term capital gains.
Balance loss, if any, can be carried forward and set-off against capital gains whether long term
or short term arising during subsequent eight assessment years.

ii. Exemption of capital gains arising from income tax

As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset
are exempt from capital gains tax if such capital gains is invested within a period of six months
after the date of such transfer in specified bonds issued by NHAI and REC and subject to the
conditions specified therein.
Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis.
As per amendment by Finance (No. 2) Act 2014, the investment in the aforesaid bonds during the
financial year in which the original asset or assets are transferred and in the subsequent financial
year cannot exceed Rs 5,000,000.
Where the new bonds acquired and exempt under section 54EC of the Act are transferred or
converted into money within three years from the date of their acquisition, the amount so exempted
shall be taxable as capital gains in the year of transfer / conversion.
The characterization of the gain / losses, arising from sale / transfer of shares as business income or
capital gains would depend on the nature of holding and various other factors.
In addition to the same, some benefits are also available to a resident shareholder being an
individual or Hindu Undivided Family (HUF).
As per provisions of Section 54F of the Act as amended by the Finance (No. 2) Act 2014, LTCG
arising from transfer of shares shall be exempt from tax if the net consideration from such transfer
is utilized within a period of one year before, or two years after the date of transfer, for purchase of
one new residential house in India, or for construction of one residential house in India within three
years from the date of transfer and subject to conditions and to the extent specified therein.
As per provisions of Section 56(2)(vii), (viia) of the Act and subject to exception provided in
respective proviso therein, where an individual or HUF, a firm or company (not being a company
in which public are substantially interested) receives shares and securities without consideration or
for a consideration which is less than the aggregate fair market value of the shares and securities by
an amount exceeding fifty thousand rupees, the excess of fair market value of such shares and
securities over the said consideration is chargeable to tax under the head income from other
sources.


113
Non-resident members/shareholders

a. Dividends exempt under section 10(34) of the Act
Under section 10(34) of the Act, income earned by way of dividend (interim or final) from a
domestic company referred to in section 115O of the Act is exempt from income tax in the hands
of the shareholders.
b. Capital gains
The benefits available to resident shareholders are also available to non-resident shareholders
except in case of taxability of long term capitals gains, other than capital gains exempt under
section 10(38) of the Act.
As per the provisions of section 112(1)(c) of the Act, long term capital gains arising in the hands of
a non-resident shall be chargeable to tax as follows
- Long terms capital gains arising from transfer of unlisted securities shall be taxable at
the rate of 10 percent (plus applicable surcharge and education cess), without
indexation and without giving effect to the first proviso to section 48
- In other cases, capital gains shall be taxable at the rate of 20 percent (plus applicable
surcharge and education cess)
As per the first proviso to section 48 of the Act, in case of non-residents, who have made
investments in shares of an Indian company in foreign currency, capital gains shall be computed in
the same foreign currency in which shares were originally acquired by the non-resident. The rates
of exchange that need to be adopted for the purposes of currency conversion are also prescribed
under the Act. However, in such case, no Inflation linked adjustment (indexation) shall be made to
the cost of acquisition and cost of improvement of the shares purchased in foreign currency.

c. Beneficial rate of withholding on payment of interest to non-residents

As per provisions of section 194LC as amended by the Finance (No. 2) Act 2014, concessional rate
of withholding tax at 5 percent would apply on interest paid by an Indian company on monies
borrowed by the Indian company in foreign currency from a source outside India:
- under a loan agreement in respect of monies borrowed by it at any time on or after the
1 July 2012 but before 1 July 2017; or
- by way of issue of long-term infrastructure bonds at any time on or after 1 July 2012
but before 1 October 2014; or
- by way of issue of any long-term bond including long-term infrastructure bond at any
time on or after 1 October 2014 but before 1 July 2017,

d. Tax treaty benefits

As per provisions of Section 90 (2) of the Act, non-resident shareholders can opt to be taxed in
India as per the provisions of the Act or the double taxation avoidance agreement entered into by
the Government of India with the country of residence of the non-resident shareholder, whichever
is more beneficial. It needs to be noted that a non-resident is required to hold a valid tax residency
certificate and provide necessary additional information as may be prescribed to claim benefits
under the applicable tax treaty.

e. Special scheme for Non-Resident Indian (NRI) where shares have been subscribed in convertible
foreign exchange - Option of taxation under Chapter XII-A of the Act:

- NRI means a citizen of India or a person of Indian origin who is not a resident. A person is
deemed to be of Indian origin if he, or either of his parents or any of his grandparents, were
born in undivided India. NRI being shareholders of an Indian company, have the option under
section 115I of the Act, of being governed by the provisions of Chapter XII-A of the Act,
which inter-alia entitles them to the following benefits in respect of income from shares of an
Indian company acquired, purchased or subscribed to in convertible foreign exchange.

114
- As per provisions of Section 115E of the Act, LTCG arising to a NRI from transfer of specified
foreign exchange assets being shares of an Indian company which are acquired / purchased /
subscribed by NRI in convertible foreign exchange shall be taxable at the rate of 10 percent
(plus applicable surcharge and education cess).
- As per provisions of Section 115E of the Act, income (other than dividend which is exempt
under Section 10(34)) from investments and LTCG (other than gain exempt under Section
10(38)) from assets (other than specified foreign exchange assets) arising to a NRI shall be
taxable at the rate of 20 percent (plus applicable surcharge and education cess). No deduction
is allowed from such income in respect of any expenditure or allowance or deductions under
Chapter VI-A of the Act.
- As per provisions of Section 115F of the Act, LTCG arising to a NRI on transfer of a foreign
exchange asset is exempt from tax if the net consideration from such transfer is invested in the
specified assets or savings certificates within six months from the date of such transfer, subject
to the extent and conditions specified in that section.
- As per provisions of Section 115G of the Act, where the total income of a NRI consists only of
income / LTCG from such foreign exchange asset / specified asset and tax thereon has been
deducted at source in accordance with the Act, the NRI is not required to file a return of
income.

C. Benefits available to Foreign Institutional Investors (FIIs) under the Act

a. Dividends exempt under section 10(34) of the Act

Under section 10(34) of the Act, income earned by way of dividend (interim or final) from a
domestic company referred to in section 115O of the Act is exempt from income tax in the hands
of the shareholders.

b. Characterization of income in case of FIIs

As per amendment by the Finance (No. 2) Act 2014, under section 2(14) of the Act, any
securities held by FII in accordance with the regulations made under the Securities and Exchange
Board of Income Act, 1992 would be treated as capital asset and any income arising on transfer
of such security would be in the nature of capital gain.

c. Long term capital gains exempt under section 10(38) of the Act

LTCG arising on sale of equity shares of a company subjected to STT is exempt from tax as per
provisions of Section 10(38) of the Act.

d. Capital gains

As per provisions of Section 115AD of the Act, income (other than income by way of dividends
referred to Section 115-O) received in respect of securities (other than units referred to in
Section 115AB) shall be taxable at the rate of 20 percent (plus applicable surcharge and
education cess). No deduction is allowed from such income in respect of any expenditure or
allowance or deductions under Chapter VI-A of the Act.
As per provisions of Section 115AD of the Act, capital gains arising from transfer of securities
shall be taxable as follows:

Nature of income Rate of Tax ( percent)
LTCG on securities not subjected to STT 10
STCG on securities subjected to STT 15
STCG on securities not subjected to STT 30


115
For corporate FIIs, the tax rates mentioned above stands increased by applicable surcharge and
education cess. The benefit of exemption under Section 54EC of the Act mentioned above in case
of the Company is also available to FIIs.

e. Tax Treaty benefits
As per provisions of Section 90(2) of the Act, FIIs can opt to be taxed in India as per the provisions
of the Act or the Double Taxation Avoidance Agreement (Tax Treaty) between India and the
country of residence of the FII, whichever is more beneficial. It needs to be noted that a non-
resident is required to hold a valid tax residency certificate and provide necessary additional
information as may be prescribed to claim benefits under the applicable tax treaty.

f. Withholding tax

As per sub-section (2) of section 196D, no tax is to be deducted by the payer in respect of any
income, by way of capital gains arising from transfer of securities payable to FIIs
As per section 194LD of the Act, tax is to be deducted by the payer at 5 percent in respect of
interest paid to FIIs, if the interest is paid between 1 June 2013 to 1 June 2015 in respect of
investment made by FIIs in a rupee denominated bond of an Indian company or a government
security.
In respect of non-residents, the tax rates and consequent taxation mentioned above will be further
subject to any benefits available under the Tax Treaty, if any, between India and the country in
which the FII has fiscal domicile.

D. Benefits available to Mutual Funds under the Act

a. Dividend income
Dividend income, if any, from the investment of mutual funds in shares of a domestic Company
will be exempt from tax under section 10(34) read with section 115O of the Act.
As per provisions of Section 10(23D) of the Act, any income of mutual funds registered under the
Securities and Exchange Board of India, Act, 1992 or Regulations made there under, mutual funds
set up by public sector banks or public financial institutions and mutual funds authorized by the
Reserve Bank of India, is exempt from income-tax, subject to the prescribed conditions.

E. Wealth Tax Act, 1957

Wealth tax is chargeable on prescribed assets. As per provisions of Section 2(m) of the Wealth Tax
Act, 1957, debts owed in relation to the assets which are chargeable to wealth tax can be reduced
while determining the net taxable wealth.
Shares in a company, held by a shareholder are not treated as an asset within the meaning of
Section 2(ea) of the Wealth Tax Act, 1957 and hence, wealth tax is not applicable on shares held in
a company.

Note:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first name
holder where the shares are held by joint holders. Accordingly, any change or amendment in the
laws/regulation, including provisions of proposed Direct Tax Code, which when implemented would
impact the same.

2. The general tax benefits are subject to several conditions and eligibility criteria which need to be
examined for precise tax implications.

3. The above statement of possible direct tax benefits sets out the provisions of law in summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase,
ownership and disposal of equity shares.


116
4. In respect of non-residents, the tax rates and the consequent taxation mentioned above will be further
subject to any benefits available under the relevant Double Taxation Avoidance Agreement, if any,
between India and the country in which the non-resident has fiscal domicile.

5. In view of the individual nature of tax consequences, investors are advised to consult their tax advisors
with respect to specific tax implications arising out of their participation in the issue.

117
SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless noted otherwise, the information in this section is derived from the Assessment of Operate-Maintain-
Transfer (OMT) and Toll Collection Market for Road Projects in I ndia(Report) dated June, 2014, by CRISIL
Limited (CRISIL Research).

CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this
Report based on the information obtained by CRISIL from sources which it considers reliable (Data). However,
CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible
for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a
recommendation to invest / disinvest in any company covered in the Report. CRISIL especially states that it has
no financial liability whatsoever to the subscribers/ users/ transmitters/ distributors of this Report. CRISIL
Research operates independently of, and does not have access to information obtained by CRISILs Ratings
Division / CRISIL Risk and Infrastructure Solutions Limited (CRIS), which may, in their regular operations,
obtain information of a confidential nature. The views expressed in its Report are that of CRISIL Research and
not of CRISILs Ratings Division / CRIS. No part of this Report may be published / reproduced in any form
without CRISILs prior written approval.

Overview of the Indian Economy

From 2003-04 to 2013-14, real GDP of India increased at a CAGR of 7.5 per cent to Rs 57 trillion in 2013-14
from Rs 28 trillion in 2003-04. The services sector continued to be the largest contributor to the countrys GDP
at 60 per cent in 2013-14, while the share of agriculture & allied services and industry was 14 per cent and 26
per cent, respectively. Indias GDP growth hit a decadal low in 2012-13, at 4.5 per cent on account of poor
performance of manufacturing, agriculture and services sectors. The performance stabilized at those levels in
2013-14 with an uptick to clock 4.7 per cent.

The agriculture sector grew at a faster rate of about 4.0 per cent in 2013-14 compared to 1.4 per cent in
the previous year due to better monsoons
Services sector continued its stable performance with 6.5 per cent growth in 2013-14 as against 6.2 per
cent in the previous fiscal
Q1FY15 GDP grew by 5.7 per cent ; agriculture sector grew by 3.8 per cent; industrial sector grew by
4.2 per cent and services sector grew by 6.8 per cent (Source: Central Statistical Office)

Real GDP growth in India

Note: World GDP growth calculation is based on calendar year while that of India is on the basis of financial
year
Source: Central Statistical Organisation, CRISIL Research

118
World GDP growth averaged 2.9 per cent for the past five years and increased by about 3.0 per cent in 2013.
The growth was largely led by emerging markets and developing economies, which grew at 4.7 per cent in
2013. Indias GDP growth has outpaced the growth of world GDP primarily driven by strong domestic demand
and better investment climate.
Forex Reserves and WPI in India

Source: RBI, Ministry of Commerce and Industry, CRISIL Research

Indias forex reserves increased to USD 303.7 billion in 2013-14 from USD 199.2 billion in 2006-07,
registering a CAGR of about 6.2 per cent. WPI inflation, after remaining persistently high during 2010-11 and
2011-12, has shown signs of moderation since December 2011 and currently stands at 6 per cent for 2013-14.
Increase in Urbanisation and Consumption
The population of India registered an annual growth of 1.6 per cent from 2001 to 2011 and decadal growth of
about 18 per cent. Urban population as of 2011 was 377 million, an annual growth of 2.8 per cent and rural
population stood at 833 million at an annual growth rate of 1.1 per cent. Urbanisation levels have increased
from 28 per cent in 2001 to about 31 per cent in 2011.
The consumption expenditure in India grew to Rs 41.3 trillion in 2012-13 from Rs 20.1 trillion in 2001-02,
registering an coumpounded annual growth rate of about 6.8 per cent.
Consumption expenditure growth

Note: * CSO Provisional estimates
Source: Census, CRISIL Research




119
Investments in the Indian Infrastructure Sector
Infrastructure investments envisaged in XII five year plan (2012-2017) increase by 2.6 times to Rs 51.5 trillion
The policies of the Indian government seek to encourage investments in the domestic infrastructure from both
local and foreign private players. FDI inflows in construction (infrastructure) activities from April 2000 to June
2013 stood at USD 2,198.77 million according to Department of Industrial Policy and Promotion (DIPP). In
order to increase FDI inflows to further boost investments and to enhance infrastructure, the Indian Government
has introduced significant policy reforms. Infrastructure industry includes roads, power, railways, urban
infrastructure, irrigation and others. Road sector is one of the key contributors in the overall investments
undertaken in the infrastructure industry.
In the Eleventh five year plan (i.e. 2007-08 to 2011-12), the actual investments in the infrastructure sector
reached Rs 19.5 trillion as against budgeted investment of Rs 20.6 trillion (95 per cent achievement level). The
key drivers were increased focus of central government on improving the infrastructure, in lieu of which several
programmes were undertaken by the government. The construction spend on infrastructure projects is expected
to amount to Rs 51.5 trillion over the next five years from the current level of Rs 19.5 trillion (actual
investments), with 47 per cent contribution by private participation and 53 per cent by the central and state
governments. Within Infrastructure, Electricity is estimated to be the largest contributor, followed by Roads and
Telecommunications.
Construction spends in infrastructure segment (XI and XII five year plan)

Others include irrigation, water supply and sanitation, storage, oil and gas pipelines
Source: High level committee on Financing Infrastructure, CRISIL Research

Key proposals of the Union Budget 2014-15 and initiatives taken for infrastructure development
Roads: ` 143.89 billion provided towards PMGSY, and ` 378.8 billion for national highways (NHAI)
and state roads. Also, ` 5 billion shall be set aside by NHAI for project preparation for select
expressways in parallel to the development of industrial corridors. (Source: FY14-15 Union Budget
Speech made by the Finance Minister in front of Parliament on July 10, 2014)

Urban infra & irrigation: ` 70.6 billion for developing smart cities, ` 36 billion under National Rural
Drinking Water Programme, ` 10 billion for a new irrigation scheme, namely, Pradhan Mantri Krishi
Sinchayee Yojana, ` 20.37 billion for cleaning up of River Ganga and ` 1 billion viability gap funding
for metro rail projects in Lucknow and Ahmedabad. (Source: FY14-15 Union Budget Speech)


120
Railways: Plan to introduce bullet train on the Mumbai-Ahmedabad sector, a diamond quadrilateral for
high speed trains, and exploring foreign direct investment in railway projects. (Source: FY14-15
Railway Budget, Indian Railways)

Ports: Sixteen new port projects to be awarded this year, development of inland waterway project, and
special economic zones at Kandla and JNPT ports. (Source: FY14-15 Union Budget Speech)

Corpus for Pooled Municipal Debt Obligation Facility has been increased by 10 fold to fund urban
infrastructure projects. (Source: FY14-15 Union Budget Speech)

Other measures: Proposal to set up an institution called 3P India with a corpus of ` 5 billion to ensure
quick dispute redressal for PPP projects. (Source: FY14-15 Union Budget Speech)

Roads
The investments in roads in the XI five year plan were Rs 3.6 trillion (115 per cent of the budget estimates) as
against the envisaged investment of Rs 3.1 trillion. Roads investment accounted for about 19 per cent of the
overall infrastructure investments during the same period. It was largely driven by the governments thrust to
the sector, by encouraging PPP, speedy implementation of NHDP and the recent changes in the amenable policy
environment. The continued thrust on improving rural roads and state roads network by the various state
governments have also supported the growth. Investments in roads is expected to increase to Rs 9.2 trillion in
XII five year plan as against Rs 3.1 trillion (actual) in XI five year plan (2.9 times increase).
Overview of the Road Sector in India
India has the second largest road network in the world, aggregating 4.7 million km; however quality of roads
has not been at par with others. In terms of quality, only half of Indias road network is surfaced.
Global comparison of road infrastructure


121
Source: World Road Statistics(2008), CRISIL Research

Roads constitute the most common mode of transportation and account for about 85 per cent of passenger
traffic and around 60 per cent of the freight traffic in the country. In India, National Highways, with a length
close to 79,000 km, constitute a mere 2 per cent of the road network but carry about 40 per cent of the total road
traffic. On the other hand, state roads and major district roads are the secondary system of road that carry
another 60 per cent of traffic and account for 98 per cent of road length.
In the decreasing order of the volume of traffic movement, road network in India can be divided into the
following categories:
Road network in India as in 2012-13

Source: CRISIL Research

National Highways
Over the last decade, the overall National Highways length (completed) has increased from around 500 km in
2001-02 to the current levels of 22,277 km (as of March 31, 2014). In the last four years, the overall
implementation levels have increased from 2,485 km in 2008-09 to 3,350 km in 2012-13.
Summary of investments in National Highways

Source: CRISIL Research

During 2008-09 to 2012-13, investments on National Highways have registered a CAGR of about 16.2 per cent
and increased to Rs 295 billion in 2012-13 from Rs 162 billion in 2008-09.
Awarding of National Highway projects have picked up pace from 2008-09 onwards wherein it was 1,872 km
to about 7,283 km in 2011-12, increasing at a CAGR of about 57 per cent primarily driven by increasing
projects awarded on BOT basis (post introduction of MCA agreement). However, it dipped significantly to a
low of 1,933 km in 2012-13, impacted by the weak financial position of players, delays in project clearances
and low estimated traffic density for many stretches on offer. Length constructed/upgraded has increased to
3,350 km in 2012-13 from that of 2,458 km in 2008-09, increasing at a CAGR of 8 per cent.




122
Year wise break up of total length awarded Length upgraded / constructed


Source: CRISIL Research

Government has in the past undertaken several initiatives for developing National Highways. Development of
NHDP programme, providing for viability gap funding, introduction of PPP model etc. are a few of the major
initiatives.
Key factors driving growth of investment in roads and highways
Economic growth: Freight traffic has grown at a CAGR of 6.8 per cent from 2008-09 to 2013-14 in
line with the economic growth of 6.7 per cent during the same period. Freight traffic (in BTKM)
growth is set to revive to 5-7 per cent in 2014-15, up from the 3.5 per cent growth seen in 2013-14,
following an expected improvement in the macroeconomic environment. Roads continue to dominate
freight traffic with its share in overall freight movement rising steadily to 63 per cent in 2013-14 from
58 per cent in 2008-09 due to healthy growth in non-bulk traffic and capacity constraints in railways.

Moderate growth in GDP, Freight demand


Source: CRISIL Research

Road freight traffic gaining preference: Capacity constraints in the railways had led to the share of
roads in the primary freight pie increasing from an estimated 58 per cent (in BTKM) in 2008-09 to
around 63 per cent in 2013-14. Road freight transport augmented at 8.5 per cent CAGR during 2008-
09 to 2013-14 as against a 6.8 per cent CAGR in overall primary freight traffic. From 2012-13 to 2017-
18, road freight traffic is expected to expand by 7-9 per cent CAGR, which is higher than the growth in
overall primary freight demand. Growth in road freight traffic will be largely driven by growth in non-
bulk traffic and development of road infrastructure. Roads remain the preferred mode of transport for
non-bulk traffic.

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Proportion of freight traffic across modes of transport
FY09E FY14E

Note: E Estimates
Source: CRISIL Research

Increasing vehicular and passenger traffic: Growth in vehicular and passenger traffic have both
outpaced increase in total road network in the past.While number of vehicles increased at around 10.3
per cent between 2001 and 2008, passengers travelling by road increased at 6.4 per cent CAGR. On the
other hand, the total road network increased at just 2.6 per cent during the same period. This increase
in vehicular and passenger traffic is expected to put pressure on existing road network and hence
necessitating road development. Since 1950-51, the passenger traffic for railways has come down from
85 per cent to 23 per cent while passenger traffic for roads has consistently grown from 29 per cent to
77 per cent for the same period.

Passenger traffic: Roads vs Railways


Source: Working Group Report on Road Transport for Eleventh Five-Year Plan, CRISIL Research

Vehicular growth which was robust till 2011-12 has tapered in past two years
Domestic passenger car sales increased from 1.22 million units in 2008-09 to 1.78 million units in
2013-14 at a CAGR of 7.9 per cent. From 1.22 million units in 2008-09, the domestic passenger car
sales increased at a CAGR of 18.5 per cent to 2 million in 2011-12. However, from 2011-12 to 2013-
14, domestic passenger car sales has seen a degrowth of 6.6 per cent primarily due to increased
macroeconomic uncertainty, weak consumer sentiments, lower disposable incomes due to high
inflation, rigidity in auto lending rates and high petrol prices.


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Commercial vehicles showed robust growth at a CAGR of 28 per cent from 385,000 units in 2008-09
to 809,000 units in 2011-12. However just like the domestic passenger car sales, commercial vehicle
sales too showed a degrowth from 2011-12 to 2013-14 (at a CAGR of 13 per cent).

Increasing government thrust: There are various initiatives that have been undertaken by the
Government of India (GoI) namely Highway Development Programme (NHDP), Pradhan Mantri
Gram Sadak Yojna (PMGSY) and Central Road Fund Act (2000), and other initiatives like viability
gap funding, tax benefit etc.

Increased private participation: Model Concession Agreement governing the private participation in
road sector got amended in August 2009, as a result of which investment in roads has become
favourable for the private sector, hence resulting in private sector share to increase to about 26 per cent
of the overall funding pie.

Policy initiatives undertaken by the government

NHDP: The NHDP encompasses building, upgradation, rehabilitation and broadening of existing
National Highways. The programme is executed by the National Highways Authority of India (NHAI),
in coordination with the Public Works Department (PWD) of the various states. The NHAI also
collaborates with the Border Roads Organisation (BRO) for development of certain stretches.

PPP: PPP is expected to be the preferred mode for execution of future phases of NHDP. The
government has devised appropriate policy mechanisms to encourage private sector participation in the
sector.

VGF (Viability Gap Funding): The government will provide grants or viability gap funding (VGF) in
the case of BOT-toll projects that are not financially viable.

Diversification of funding by introduction of CRF: Central Road Fund is a dedicated fund created
by the central government from collection of cess on petrol and diesel. For 2012-13, an allocation of
Rs 194 billion has been earmarked under CRF.

Finance Ministry has suggested to banks to consider 80 per cent of land acquisition while granting
disbursements instead of the current 100 per cent norms.

PPP loans secured status: As per recent RBI directive, loans for PPP projects can be considered as
secured subject to fulfilment of certain conditions like escrow for toll, right of substitution for
lenders, compulsory buyout by project authority in case of termination by lenders etc.

As per the Environment Ministry notification issued in August 2013, highway development projects
involving widening of roads, which are up to 100 km, need not take environment clearance.
Current Status and Overview of NHDP
The NHDP encompasses building, up gradation, rehabilitation and broadening of existing National Highways.
The programme is executed by the National Highways Authority of India (NHAI), in coordination with the
Public Works Department (PWD) of the various states. NHAI also collaborates with the Border Roads
Organisation (BRO) for development of certain stretches. The NHDP is being implemented in seven phases.



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NHDP Phases

Source: CRISIL Research

Out of the total length of 50,230 km under NHDP, about 44 per cent has been completed as on March 31, 2014.
About 24 per cent of the total length is currently under implementation and the rest is yet to be awarded. The
total cost incurred on NHDP projects stands at Rs 2,139 billion, as of January 31, 2014.

NHDP Status (as on March 31, 2014)


*Cost as on January 31, 2014
Note: For the purpose of analysis, the entire length of the North South & East West (NSEW) corridor has been
taken under Phase II and the entire length of Port Connectivity and Others National Highways along with the
Golden Quadrilateral has been taken under Phase I.
Source: NHAI, CRISIL Research

Financing of National Highways
Road projects in India have largely been financed through public funds. State and rural roads are mainly funded
by the government, while there is significant private sector participation in national highway projects.
Funding of NHDP is done by NHAI through:
Government budgetary support
Dedicated accruals under Central Road Fund (CRF)
Multilateral agency borrowings or lending by international institutions: World Bank, Asian
Development Bank (ADB), JBIC

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Private financing under PPP
Market borrowings in the form of NHAI bonds
Others: Toll revenue and premium

Summary of Key State Level Parameters
Summary: Macro economic parameters

Source: MoSPI, CRISIL Research

Of the aforementioned states, Gujarat, Bihar and Maharashtra have exhibited higher economic growth
of 10.3 per cent, 10.0 per cent and 9.9 per cent, respectively (against the countrys growth of 8.5 per
cent).











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State roads: Government capital expenditure

Note:
i. Budget estimates are initial planned expenditure. Revised estimates are calculated after budget
estimates while Accounts are the actual final expenditure. All values in INR billion.
ii. *: Represents overall transport expenditure
Source: RBI, CRISIL Research




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Private Public Partnership (PPP) framework and models in operation
For broad-based and sustainable growth, the government recognizes the need to engage with the private sector
through PPP framework in order to achieve certain objectives as stated below:
Harness private sector efficiencies in asset creation, maintenance and service delivery.
Provide focus on life cycle approach for development of a project, involving asset creation and
maintenance over its life cycle;
Create opportunities to bring in innovation and technological improvements.
Enable affordable and improved services to the users in a responsible and sustainable manner.

The following are a few models in operation:
v. BOT (Build-operate-transfer)
vi. EPC (Engineering, Procurement and construction)
vii. Toll collection
viii. OMT (Operate, Maintain and Transfer)
Toll collection and OMT are indirect forms of PPP model as it involves partnership between a public and
private entity.

Note: Development risk refers to construction risk related to developing the road project.
Source: CRISIL Research

i. BOT (Build-operate-transfer): These contracts are typically public private partnership (PPP)
agreements, whereby a government agency provides the private player, rights to build, operate and
maintain a facility on public land for a fixed period, after which assets are transferred back to the public
authority. Funding for the project is arranged by the concessionaire, through a mix of equity and debt from
banks and other financial institutions. The concessionaire charges a user fee from the users of the project/
facility. The concessionaire may either transfer the entire user fee collected, to the authority or may retain
the entire amount as revenue. BOT contracts are therefore classified as:
BOT annuity-based

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BOT toll-based
Variations of BOT contracts:
Build-Own-Operate-Transfer (BOOT)
Build-Transfer-Lease-Operate (BTLO)
Build-operate-own (BOO)

ii. EPC (Engineering, Procurement and Construction): EPC contracts are fixed price contracts where the
client provides conceptual information about the project. Technical parameters, based on desired output,
are specified in the contract. The contractor undertakes the responsibility of designing the project, either
through an in-house design team or by appointing consultants. Unlike item rate and LSTK contracts, the
contractor is allowed to innovate on the design of the project. Based on these designs, the contractor draws
up cost estimates and accordingly bids for the project.

iii. Toll Collection: Toll collection concept as a separate business model evolved in 2009. Under this model,
authority invites bid from private players for collection of roads constructed under EPC and BOT
(Annuity). It is a short duration project, typically of 12 months. The private player with the highest bid is
awarded the project. The user fee is pre-determined by the contracting authority. Right to collect user fee
during the concession period lies with the private player, while contract of this category involves
negligible to minimal construction and maintenance of the road.

Along with NHAI, state authorities and municipal bodies, developers are also outsourcing toll collection to
private players in order to recognise revenues upfront. Toll management companies recover its
investments and make profits from toll receipts. The typical bidding process adopted by NHAI and State
Authorities is A two-stage process for the selection of the bidder and for the award of work. The Technical
Bid consists of the bid documents along with the company profile indicating its capability experience and
the Financial Bid contains the amount quoted by the bidder.

iv. OMT (Operate, Maintain & Transfer): Operate, Maintain and Transfer concept was introduced with an
objective to assure road users of adequate quality and safety. An OMT project consists of combined
contracts for right to collect toll apart from operation and maintenance of the stretch.

Scope of work for OMT contracts as defined under Model Concession Agreement (MCA) includes the
following:

Operation and maintenance of the National Highway section
Tolling of the section
Construction of project facilities such as toll plaza, street lighting, medical aid post, traffic aid
posts, bus shelters, etc.
Any major maintenance works (may be necessary in some cases)

This model provides consistent revenues to NHAI on the one hand and Just-in-Time (JIT) maintenance of
the project on the other hand. It includes performance based maintenance, periodic maintenance, routine
maintenance (minor repairs, cleaning of carriageways, shoulders, cross drainage structures etc.), road
property management and incident management. In this type of arrangement, toll collection rights are
given to private operator. Road development agencies are looking forward to generating revenues by way
of awarding OMT contracts. Such revenue is planned to be used for the upgrade of other roads, and/or for
maintenance of roads with low volume traffic. OMT projects provide opportunity for firms from the
private sector who are not willing to take up construction risk and cannot bring in large investments, but
can take traffic risk.
From a developer perspective, OMT projects offer an opportunity to synergise existing projects by taking
up OMT contracts on the same corridor. From an investor perspective, such projects are equivalent to

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design, build, finance, operate and transfer (DBFOT) toll-based concessions in terms of traffic risk but
without construction risk. Investments in such projects would carry benefits similar to investments in
DBFOT (toll) projects during the operations period. However, OMT projects have financial liabilities,
principally towards Road Development Agencies, unlike capital-intensive DBFOT (toll) projects, where
financial liabilities of the project are towards Road Development Agencies as well as towards lenders. On
the other hand, the ticket size of OMT projects is smaller, so a pool of such projects is required to attract
larger investors. The creation of such a pool of projects has other advantages such as the traffic risk is
hedged. The short concession period in OMT projects (5 to 10 years), is another factor that might attract
private equity funds to such schemes.


Electronic toll collection is a strategic focus area for the regulatory and the administrative bodies involved in the
process of toll collection. Electronic toll collection presents several advantages in terms of limiting toll
leakages, reducing waiting time for vehicles and improving the overall traffic flow at the toll plazas. In future,
this may result in significant change to the operating procedures relating to toll collection followed in each of
the above PPP models.

New Tolling Policy
Central government is authorised to levy a fee (toll) under section 7 of the National Highways Act, 1956 for
public funded project and under section 8-A of the said act, for private investment project. The government can
levy fee on all sections of National Highways (irrespective of 4 lane or 2 lanes), tunnels, bypass and on bridges
with specific cost criteria.
The National Highway Fee (determination of rates and collection) Rules, 2008 further provides:
Details of base rate per km for projects involving conversion from 2 lanes to 4 or more lanes.
Schedule of fee for the bridges/ bypass/ tunnel based on the cost criteria.
Rates of fee for two lane National Highways with additional investment of Rs 10 million per km or
more on improvement.
Methodology for revision of rates.
Mode of collection.
List of exempted vehicles.
Discounts to local and frequent users.

Toll rates for 4-lane National Highways

Toll charges are based on the rates notified by the government. Fee for use of a section of National Highways of
4(four) or more lanes for the base year 2007-2008 shall be the product of the length of such section multiplied
by the rates specified hereunder:

Source: Press Information Bureau,CRISIL Research


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Basis for revision of rates will be:
To be revised every year effective from 1st April as per the following rules:
o Increase of 3 per cent without compounding.
o 40 per cent of the increase in the Wholesale Price Index (WPI).

Other features in the new tolling policy include the following:
Uniform rates for public and private funded projects.
Fee for a permanent bridge, bypass or tunnel costing Rs 0.1 billion or more will be determined
separately and that of NH length will be calculated separately.
Two-lane roads with cost per km more than Rs 0.25 billion will be tollable.

In 2013 and 2014, some amendments were made to the National Highway Fee (determination of rates and
collection) Rules 2008:

In case of a section of a four-lane highway which has been taken up for upgradation to six-laning, the
increase in rate of fee shall be limited to seventy-five per cent of the fee as specified as revised as per
applicable rules calculated on and from the date of commencement of the work relating to upgradation,
till the date of completion of the project according to the agreement entered into with the
concessionaire without any annual revision. No user fee shall be levied for the delayed period between
the date of completion as per the agreement entered into with the concessionaire and the date of actual
completion of the project. For the purposes of this rule, any provisional completion of the project shall
not be treated as completion of the project.
The rate of fee for use of an expressway shall be 1.25 times the rate specified in applicable rule.
In case of private investment projects, the rate of fee shall be as specified under applicable rule or such
lower rates as concessionaire may determine by giving public notice to the users, specifying in all or
any category of vehicles.
The rate of fee for use of standalone structure as well as structure forming part of a linear
highway/expressway, shall be calculated by converting the length of structure into an equivalent length
of highway/expressway by multiplying by a factor of ten. Provided that structure of 60 meters of
length or less, on a linear highway/expressway will be considered as a part of normal length of
highway/expressway for calculation of fee.
The rate of fee for use of a section of a national highway, having two-lanes with paved shoulders and
above but below four-lane on which substantial improvement has been made by widening carriageway
by three meters or more shall be sixty per cent of the rate of fee specified under applicable rule.
Without prejudice to the liability of the driver or owner or a person in charge of a mechanical vehicle
under any law for the time being in force, a mechanical vehicle which is loaded in excess of
permissible load specified for its category under applicable rule, shall not be permitted to use the
National Highway or crossing the toll plaza until the excess load has been removed from such
mechanical vehicle. The driver or owner or a person in charge of a mechanical vehicle shall be liable to
pay fee, for entering the overloaded vehicle on the national highway to the toll collecting agency, equal
to ten times of the fee applicable to such category of mechanical vehicles under applicable rule

Toll Collection Business Model

Scope of toll collection contract
The primary purpose of a toll collection contract is to provide private players with the opportunity to toll
highways, construction work of which has already been completed. As part of this agreement, maintenance of
the highway does not come under the purview of the concessionaire unlike the arrangement for BOT and OMT,
where road operation and maintenance are an integral part of the contract. Scope of toll collection contract
includes:

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Right to collect toll on the respective stretch of road.
To upgrade/provide necessary facilities required to facilitate toll collection (such as making necessary
arrangements for power to ensure the proper functioning of the toll plaza including office equipment
installation, maintenance and running all electric equipment, generator and bearing all the expenses
during the entire period of the contract).
Concession period
Toll collection contract is typically of a short duration, which in case of NHAI, ranges from 3-12 months for
roads constructed under EPC model and 24 months for roads constructed under BOT Annuity model. In case of
state authorities, concession period typically extends from 12-36 months.

Key drivers of the Toll Collection business model

Revenues collected upfront by the authorities are employed for better execution of other ongoing
projects. Also, reported pilferage of around 20 per cent in the earlier model is avoided, thus increasing
the revenues for the authorities.
Specialist toll management companies can leverage on their expertise and systems to maximise the
revenues by ensuring better traffic management and reducing waiting time.
Not a highly capital intensive business model as it involves minimal to negligible work for the stretch
(in comparison to OMT, BOT).

Toll Collection Projects under NHAI

In 2009, NHAI handed over the toll collection process to private companies. Under this model, bids were
invited for select toll plazas and the private toll collection agency was selected on the best revenue share deal
offered to the concerned authority. (These private players are specialist toll management companies).

As witnessed in 2012-13, the year 2013-14 saw majority of the bids for toll projects being invited by NHAI.
Around 98-102 projects were invited to bid for by NHAI which was a significant jump from 84-88 the previous
year. State authorities invited bids for 35-40 projects in 2011-12, which further increased to 50-55 in 2012-13.
As of 2013-14, around 6,800 km of National Highways constructed on EPC and BOT Annuity basis are tolled
under the toll collection model.

Summary of toll collection projects bid out by NHAI from 2010-11 till 2013-14


Source: CRISIL Research













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Toll Collection in terms of length & number of projects Toll Collection (Annual Potential Collection)


Source: CRISIL Research, NHAI website

Toll Collection Projects under State Authorities

States like Maharashtra, Haryana, Rajasthan, Odisha, Gujarat, Tamil Nadu and Karnataka have adopted the
tolling model.

Summary of toll collection projects for which bids were invited by key state authorities from 2011-12 till 2013-
14


MSRDC: Maharashtra State Road Development Corporation
HSRDC: Haryana State Road & Bridges Development Corporation
RSRDC: Rajasthan State Road Development and Construction Corporation
RIDCOR: Road Infrastructure Development Company of Rajasthan
OBCC: Odisha Bridge & Construction Corporation Limited
KRDC: Karnataka Road Development Corporation
TNRDC: Tamil nadu Road Development Company Limited
GSRICL: Gujarat Road and Infrastructure Company Limited
Note: States authorities like MSRDC and RSRDC typically provide potential collection for a period of 2-3
years; the same has been estimated at annual level and represented in aforementioned table. Length of a toll
project is estimated to be 50 km for which information is not available in public domain (in order to arrive at
overall state level information). Projects mentioned in the aforementioned table are on standalone bids basis
Source: Industry, CRISIL Research





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Outlook for the Toll Collection Model for NHAI

NHAI initiated the process of awarding projects on tolling towards the end of 2009-10 and as of 2013-14
around 6,800 km of National Highways constructed under EPC and BOT Annuity are under tolling. CRISIL
Research expects it to increase 1.3 times over the next five years and touch 9,000 km by 2017-18, primarily
driven by a number of to be awarded projects to be implemented on EPC/Cash contract basis. The total number
of toll collection projects are expected to increase from around 120 projects currently to 145-150 by 2017-18
(assuming an average length of 80 km for NHAI toll collection project).

In value terms, the tolling market through NHAI is expected to increase by 1.7 times from Rs 37 billion in
2013-14 to Rs 62 billion by 2017-18.

Outlook for the Toll Collection Model for State projects

As of March 2013, states of Maharashtra, Haryana, Rajasthan and Odisha had around 4,500 km (84-86 projects)
of state highway stretches for which bids have been invited for tolling. The estimated annual potential collection
for these tolling projects was Rs 5.4 billion. More projects were invited for bidding in 2013-14. The total
number of projects increased from around 85 to 102 by end of 2013-14, while the total length invited for
bidding till March 2014 increased to 5,350 km. The total estimated annual potential collection from all projects
invited till March 2014 is around Rs 9.4 billion.

As per CRISIL Researchs discussion with state officials, the total stretch under toll collection model (for which
bids will be invited) is expected to increase 1.5 times from around 5,350 km in 2013-14 to around 7,900 km by
2017-18. The total number of toll collection projects (on bids invited basis) are expected to increase from
around 102 (in 2013-14) to 140-145 projects in 2017-18 (assuming an average length of 50 km for state
authority toll collection project for which project length is not available in the public domain).

In value terms, the tolling market through State Highways is expected to grow from Rs 9.4 billion in 2013-14 to
Rs 19.7 billion by 2017-18.

Outlook of Overall Toll Collection Market Size


Source: CRISIL Research Estimates




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Toll Collection Market Opportunity from NHAI and key states


Notes:
i. Length of toll collection projects for key states for 2013 -14 and 2017-18 is based on the projects
for which bids were / are expected to be invited by the key state authorities
ii. Assumed a 5 per cent increase in estimated project cost per year
Source: CRISIL Research Estimates

Tolling market is expected to increase by 1.4 times from the current 12,150 km to around 16,900 km by 2017-
18.
The market will primarily be driven by:
Rising penetration of tolling stretches in state highways, especially for the states of Karnataka,
Rajasthan, and Haryana.
A number of stretches being awarded by NHAI on tolling basis (for new projects under
implementation or to be awarded under cash basis).

Number of projects bid out by NHAI on tolling basis are expected to increase from the current 120 (number of
projects that are currently tolled) to 145-150 by 2017-18. Also, state highway authorities are expected to bid out
140-145 projects on toll basis by 2017-18 from the current around 102 projects.

OMT Business Model
In the past, both state and National Highways have attracted significant investments for their development.
Stretches that were developed under public private (PPP) model are currently being maintained to the desired
performance standards by the concessionaire. However, stretches that were developed by the utilisation of
public funds need to be maintained at adequate service levels by the respective national or state authority.
Repair and maintenance work on these public funded stretches is being carried out annually as per availability
of funds, extent of damage etc., to keep these highways suitable for public use. However, in the past, repair and
maintenance of roads has not received the attention it requires, primarily due to the lack of funds, which has
been made available for Operation & Maintenance (O&M) activities. For National Highways, over 2004-05 to
2011-12, the actual allocation of funds for repair and maintenance was less than 50 per cent of the estimated

136
requirement. This has resulted in available funds being allocated over a large number of National Highway
projects as well as insufficient allocation of funds to the state for repair and maintenance of state highways.
The new concept - OMT (Operate, Maintain and Transfer) model was introduced by NHAI in 2009 for select
existing and near completion four-lane National Highways. Earlier, the tasks of user fee (toll) collection and
maintenance of highways were entrusted with tolling agents / operators and sub-contractors, respectively. These
tasks were integrated under the OMT concessions.

Details of estimated fund requirements for maintenance & repair of National Highways & actual allocation


Source: Press Information Bureau- GoI, MoRTH
Scope of work for an OMT project includes the following:
Operation and maintenance of the project section.
Toll collection.
Construction of project facilities such as toll plaza, street lighting etc.
Any major maintenance works (as may be necessary in some cases).
Concession Period

The concession period is identified on project specific basis but typically, for NHAI projects, it is 9 years
(although a few 6-year contracts have also been awarded), after which the concessionaire has to transfer the
project stretch back to the government authority. The concession period is linked to periodic maintenance cycle
of the project highway and is almost equal to the life of renewal work i.e. concession period is chosen such that
an OMT contract ends before the necessity to upgrade the project stretch from 2 lane to 4 lane or 4 lane to 6
lane etc. arises.

Risk sharing under OMT contract

The commercial and technical risks associated with operation and maintenance such as traffic risk, toll
collection risk and financing risk are typically allocated to the concessionaire whereas political risk is allocated
to the government authority, as it can handle it better. Construction risk is relatively lower for OMT projects
when compared to BOT / EPC projects.

OMT projects have financial liabilities, principally towards road development agencies, unlike capital-intensive
DBFOT (toll) projects, where financial liabilities of the project are towards both road development agencies and
lenders.



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Risk sharing mechanism under OMT contracts


Source:CRISIL Research

Key drivers of the OMT business model

The OMT Model, apart from bridging the significant gap of lack of funds available for operation and
maintenance of roads (highways) in India, also provides certain other advantages, which have been listed
below:

Under OMT contracts, the efficiency of the private sector in toll collection and O&M is leveraged.
This typically leads to a decrease in costs as well as increase in revenues - owing to a reduction in
leakage of toll.
Under an OMT contract, a concessionaire is awarded O&M and tolling of a project stretch, for a
typical duration of 9 years. This significantly reduces the administrative efforts of the awarding
agency, as earlier the authorities (NHAI, state agencies etc.) used to hire two separate agencies every
year, one for tolling and the other for O&M of a project stretch. (standalone tolling or O&M contracts
are typically for a smaller contract period of around 1 year).
All OMT projects that have been awarded till date have resulted in the premium (concession fee) being
shared by the concessionaire with the awarding authority (NHAI / state authority). Revenue generated
through premium sharing can be used for development of other road corridors.

Prerequisite to an OMT contract

Under the Model Concession Agreement (MCA) for OMT, it is envisaged that before the start of the
concession period of an OMT contract, the project stretch being awarded should be amenable to tolling
and all major construction works should have been completed. However, the project stretch may
require construction of facilities such as toll plazas, truck by-lanes, truck shelters, weigh scales etc.,
which typically should not hold up tolling.

OMT Projects under NHAI


Note: All details are on awarded basis
Source: CRISIL Research





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List of OMT projects awarded by NHAI during Phase 2 (2011-12 to 2013-14)


Note: Total length for OMT projects has been assumed to be around 1400 kms and estimated project cost at
around Rs 7.4 billion
Source: NHAI, CRISIL Research

List of OMT projects of NHAI for which RFQ has been invited in 2013-14


Note:
i. Estimated project cost for these projects have not been provided in the latest RFQ document
ii. Except for O&M of Guwahati Daboka section, O&M Borkhedi Wadenar section and O&M of Chandikhole
Paradip section which are new invites, all others have been reinvited for bidding in 2013-14 (earlier bids
for these projects were invited in 2011-12 and 2012-13)
Source: CRISIL Research




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OMT Projects under State Authorities

As of 2013-14, four states in India, viz, Maharashtra, Madhya Pradesh, Bihar and Karnataka, have adopted the
OMT model.

Summary of OMT projects for MSRDC for which bids were invited


MSRDC : Maharashtra State Road Development Corporation
Source: CRISIL Research
Summary of OMT projects for which bids were invited other than MSRDC

*Estimated costs for projects invited for bids in February 2014 is not available.
MPRDC: Madhya Pradesh State Road Development Corporation
KRDC: Karnataka Road Development Corporation Limited
BSRDC: Bihar State Road & Bridges Development Corporation
Note: No bids were invited by MPRDC, KRDC, and BSRDC prior to 2012-13
Source: CRISIL Research

Outlook for the OMT Model for NHAI

Overall OMT/Toll Collection Market

As of 2013-14, around 17,300 km of road projects have been provided under the OMT and tolling modes
(around 5,150 km under OMT and 12,150 km under tolling) by NHAI and State Authorities. While NHAI
accounts for almost 53 per cent of the total current market awarded on OMT and tolling basis, state authorities /
road development corporations constitute the rest 47 per cent.

NHAI

NHAI initiated the process of awarding projects under OMT basis towards the end of 2009-10 and has awarded
around 2,360 km on OMT till 2013-14. Based on CRISIL Researchs interactions with NHAI, they expect
2,200-2,400 km to be further added on OMT basis over the next four years (i.e. during 2014-15 to 2017-18).
This would result in the total stretch under OMT model to almost double from the current 2,360 km to around
4,700 km by 2017-18. The total projects on OMT are expected to increase from the current 14 projects to 30-32
projects (assuming an average length of 145-155 km for NHAI OMT project).


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In terms of the market opportunity in value terms, CRISIL Research expects the OMT market through NHAI to
increase 2.3 times from the current Rs 11 billion to Rs 25 billion by 2017-18. Market in value terms indicates
the estimated project cost.

Outlook for the OMT Model on State Highway Projects

CRISIL Research expects the total stretch under OMT model (for which bids will be invited) on State Highway
Projects to increase 1.9 times from around 2,790 km in 2013-14 to around 5,300 km by 2017-18. The total
number of OMT projects (on bids invited basis) are expected to increase from 34 projects in 2013-14 to 55-60
projects in 2017-18 (assuming an average length of 90-100 km for state authority OMT project).

In terms of the market opportunity in value terms, CRISIL Research expects the OMT market through State
Highways to increase around 2.6 times from Rs 12.8 billion in 2013-14 (excluding the cost of 11 projects
invited for bidding by Madhya Pradesh) to Rs 32.9 billion by 2017-18. Market opportunity in value terms
indicates the estimated project cost.

Outlook of Overall OMT Market Size

Note: Length of OMT for key states for 2013-14 and 2017-18 is based on the projects for which bids were / are
expected to be invited by the key state authorities. NHAI details are based on awarded data. Market opportunity
in value terms has been presented in terms of estimated project cost as provided by the authority at the bidding
stage.
Source: CRISIL Research Estimates


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OMT Market Opportunity from NHAI and key states (combined)

Note: Market potential of OMT for key states for 2013-14 and 2017-18 is based on the projects for which bids
were / are expected to be invited by the key state authorities. Estimated project cost for 2013-14 does not reflect
the cost for 11 projects invited for bidding by Madhya Pradesh in 2013 - 14. The average project cost and
annual potential collection has been increased at 5 per cent annually to account for inflation.
Source: CRISIL Research Estimates

The OMT market will primarily be driven by:

A number of BOT players exiting their current projects resulting in the new buyer to contract the
projects on OMT basis.
Rising penetration of OMT stretches in state highways, especially in the states of Karnataka, Bihar,
and Madhya Pradesh.
Number of projects bid out by NHAI on OMT mode are expected to increase from the current 14 to around 30-
32 by 2017-18. Also, state highway authorities are expected to bid out 55-60 projects on OMT basis by 2017-18
from the current 34 projects.



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Competitive Assessment in Toll Collection and OMT

Toll Collection



MEPIDPL: MEP Infrastructure Developers Private Limited
Note:
i. Regional presence is based on projects for which the company has submitted financial bids in 2011-12,
2012-13, and 2013-14 (also includes executed projects as mentioned above) with a sample size of 241
NHAI projects.
ii. This is based on a sample size of 120 projects with APC-annual potential collection of more than Rs
200 million.
Source: Company websites, Industry, CRISIL Research



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Key Players in the Tolling Market

Based on a sample of 241 NHAI toll projects (for which financial bids have been opened/awarded) in 2011-12,
2012-13 and 2013-14, each of the 3 players has bid for a substantial number of projects.

MEPIDPL bid for 50-55 per cent of the projects
Eagle Infra bid for 20-25 per cent of the projects
Konark Infra bid for 15-20 per cent of the projects

As inferred from the above points, MEPIDPL is a leading player in the business of toll collection based on the
total number of projects bid for and won by the company in 2011-12, 2012-13 and 2013-14. At the next level,
Eagle Infra and then Konark Infrastructure are other major players in the toll collection business.

OMT


PATH: Prakash Asphalting & Toll Highways (India) Limited
DRAIPL: Dinesh Chandra Agarwal Infracon Pvt Ltd
BVSR: B.V. Subba Reddy Constructions
Note: *Lane km refers to the multiplication result of the total main carriage way length (exclusive of service
and slip road) with the number of lanes of the highway section
Source: Company websites, Industry, CRISIL Research


144

Key Players in the OMT Market


Note: Above list is based on projects awarded by NHAI till June 2014; Lane km refers to total project length
into the number of lanes of the highway section.
Source: CRISIL Research

Considering the various factors such as number of projects, estimated project cost, length of projects, number of
lane kilometres maintained by a player under OMT projects, MEPIDPL is the leading player in the OMT field.
Based on the the same parameters, SMS Infrastructure, PATH and DRAIPL are the other key players in the
OMT segment.

Based on information presented in the above sections, MEPIDPL is a leading player in India across OMT and
toll collection segments combined.




145
OUR BUSINESS
Overview

We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India
presence. We focus on pure toll collection projects as well as OMT projects, which involve maintenance
obligations in addition to toll collection on operational roads (including highways) constructed by third parties.
According to the report on Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection market for
Road Projects in India dated June 2014 by CRISIL Research (the CRISIL Report), we are the leading player
in OMT as well as toll collection in India based on the number of projects operated and quality of project
stretches.

We commenced our business with collection of toll at the five Mumbai Entry Points in December 2002, which
we undertook for a period of eight years till November 2008 pursuant to a contract with MSRDC (and
subsequent extensions thereof until November 2010). As of the date of this Draft Red Herring Prospectus, we
have completed 68 projects, with an aggregate of 122 toll plazas and 783 lanes, and have an overall experience
of over 12 years in this business across 12 states in India. Some of the significant toll collection projects
completed by us include: (i) project for collection of toll at five Mumbai Entry Points where we currently
operate an OMT contract pursuant to a re-award; (ii) project for collection of toll at Chalthan toll plaza, Gujarat;
(iii) project for collection of toll at the toll plazas located at Ahmedabad, AUDA Ring Road, Nadiad, Anand and
Vadodara on the Ahmedabad Vadodara Expressway, Gujarat; (iv) project for collection of toll for the Rajiv
Gandhi Sea Link, Mumbai, Maharashtra; (v) project for collection of toll at Chirle toll plaza and Karanjade toll
plaza, Maharashtra; and (vi) project for collection of toll at the toll plazas on Hanumangarh Kishangarh road,
Rajasthan. For details of our completed projects, see Our Projects Completed Projects on page 150.

Our projects are awarded to us through competitive bidding process (electronic bidding in some cases) and after
satisfaction of various prescribed pre-qualification criteria. Tenders for our projects are submitted on the basis
of traffic volume and revenue forecasting undertaken by us through in house surveys. We generate revenue
from toll collection and OMT projects through collection of toll from commuters. Our toll collection and OMT
projects have been awarded to us by statutory corporations or government companies primarily being NHAI,
MSRDC, RSRDC, RIDCOR, MJPRCL and HRBC.

We currently operate 23 toll collection projects with an aggregate of 40 toll plazas, five OMT projects covering
2,530.04 lane kilometres with an aggregate of 15 toll plazas and one BOT project covering 42.02 lane
kilometres with five toll plazas. These ongoing projects are located across nine states in India.

Our portfolio of ongoing toll collection projects includes both Long Term (of an initial term in excess of one
year) and Short Term (of an initial term of one year or lesser) projects. Our Long Term toll collection projects
are the Phalodi Ramji Project in Rajasthan for a period of five years until September 2015, IRDP Solapur
Project in Maharashtra for a period of 156 weeks until December 2015, the Vidyasagar Setu Project in West
Bengal for a period of five years until August 2018, the ITEL Project in Tamil Nadu for a period of three years
until March 2017, the Kalyan-Shilphata Project in Maharashtra for a period of 156 weeks until September 2016,
the Kini Tasawade Project in Maharashtra for a period of 104 weeks until May 2016 and the Mahua Hindaun
Karauli Project in Rajasthan for a period of 21 months until October 2014. We also operate 16 Short Term toll
collection projects. For further details of our ongoing projects, see Our Projects on page 150 below.

Our ongoing OMT projects include the Mumbai Entry Points Project, which is our largest OMT project on the
basis of revenue, under which we undertake the operation and maintenance of, and toll collection at, the five
Mumbai Entry Points and the maintenance of 27 flyovers and certain allied structures in Mumbai for a period of
16 years until 2026. We also operate the RGSL Project with the right to collect toll for and maintain, the RGSL
in Mumbai for a period of 156 weeks until 2017. We have been undertaking collection of toll at the RGSL since
its opening in 2009 pursuant to Short Term contracts and have now been awarded a new OMT contract, in
January 2014. We also operate the Madurai-Kanyakumari Project, the Hyderabad-Bangalore Project and the
Chennai Bypass Project, which are all OMT projects - with the right to collect toll at, and maintain, the road
forming part of such projects for a period of nine years until 2022. Additionally, we also operate a BOT project,
being the Baramati Project under which we constructed the four-lane Sakhali bridge on Karha River in Baramati

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and are currently entitled to undertake maintenance of, and collection of toll at, the roads and bridges in
Baramati for a period of 19 years and four months until 2030. We have issued a termination notice dated May
27, 2014 to MSRDC for terminating the Baramati Project and subsequently a letter dated July 28, 2014 seeking
termination payments under the concession agreement for the Baramati Project. However, the termination has
not taken effect and we continue to operate the Baramati Project as on date.

We make use of advanced technology for the operation of our projects which helps in improving operational
efficiency and ensuring transparency in the process of toll collection. In August 2012, we launched an electronic
toll collection (ETC) system based on RFID technology which was implemented at the toll plaza in RGSL,
Mumbai. In addition to the RGSL toll plaza, the RFID technology based ETC system has been implemented at
four toll plazas forming part of the Mumbai Entry Points Project. We are in the process of implementing the
same at the remaining one toll plaza of the Mumbai Entry Points Project. As of August 31, 2014 we had over
22,000 customers enrolled in the RFID technology based ETC system at our projects. Further, we also use
weight based tolling system for our OMT contracts with NHAI with the help of devices that are designed to
capture and record axle weights and gross vehicle weights as vehicles drive over a measurement site.

Our total revenue on a consolidated basis increased from ` 3,291.29 million in Fiscal 2010 to ` 12,401.34
million in Fiscal 2014, representing a CAGR of 39.32%. Our consolidated EBITDA increased from ` 62.95
million in Fiscal 2010 to ` 3,629.63 million in Fiscal 2014, representing a CAGR of 175.56%. During the last
five Fiscal Years, we have earned aggregate revenue of ` 43,357.39 million from our projects as against
aggregate payment of ` 27,629.45 million paid to the authorities in respect of such projects.

Our Strengths

Established and leading player in the toll management industry with proven track record

We are an established and leading toll operator in India with an overall experience of over 12 years in the
business. (Source: CRISIL Report). As of the date of this Draft Red Herring Prospectus, we have completed 68
projects, with an aggregate of 122 toll plazas and 783 lanes, across 12 states in India. We also currently have 23
ongoing toll collection projects with an aggregate of 40 toll plazas, five ongoing OMT projects covering
2,530.04 lane kilometres with an aggregate of 15 toll plazas and one ongoing BOT project covering 42.02 lane
kilometres with five toll plazas, spanning nine states in India. We undertook toll collection at the five Mumbai
Entry Points from December 2002 until November 2008 pursuant to a contract with MSRDC and subsequent
extensions thereof until November 2010, and currently operate the Mumbai Entry Points Project, which is our
first OMT contract. Further, we have been undertaking collection of toll at the Rajiv Gandhi Sea Link, Mumbai
since its opening in 2009. We have also been operating the Phalodi Ramji Project, one of our Long Term toll
collection projects since September 2010. We currently operate, and have in the past operated, several toll
plazas at the same time in different states in India. We believe that our ability to manage multiple projects
across different geographies provides us with a significant advantage to efficiently manage our growth and
expansion.

Early mover advantage

We benefit from an early mover advantage being one of the first few companies focusing on pure toll collection
having started our business in December 2002 by collecting toll at the five Mumbai Entry Points. We believe
that our experience and expertise in toll management gives us an advantage while bidding for new toll
collection contracts, in capitalising on new opportunities available in the market and evolving with new formats
of toll collection contracts. For instance, we have expanded our business in the last few years to include Long
Term toll collection and OMT projects. According to the CRISIL Report, we are a leading player in the OMT
sector on the basis of the number of OMT projects operated and the number of lane kilometers maintained
under OMT projects. We believe that our success ratio is a result of our experience and expertise in the business
and the industry. Further, we believe that our experience of having operated a number of toll collection projects
over the last 12 years provides us with significant advantage when tenders for these projects are floated for re-
bidding by the authorities. We have in the past been re-awarded many projects which were operated by us
previously, including, inter alia, the project for collection of toll at Chirle and Karanjade in Maharashtra and
project for collection of toll at the toll plazas on Ahmedabad Vadodara Expressway in Gujarat. In 2010, we

147
were awarded the Mumbai Entry Points Project on an OMT basis after having previously undertaken collection
of toll at the five Mumbai Entry Points from December 1, 2002 till November 19, 2010. Further, in 2014, we
were awarded the RGSL Project on an OMT basis after having undertaken collection of toll at the RGSL since
its opening in 2009.

I ntegrated structure with in-house capabilities to undertake most of the activities related to our projects
including traffic study expertise and revenue forecasting capabilities

We undertake most of the activities related to our toll collection as well as OMT projects in-house, including
tendering for the project, conducting traffic survey, forecasting revenue, achieving financial closure and
collection of toll. This helps us in reducing our reliance on sub-contractors and third parties and decreases our
costs. We, however, use sub-contractors from time to time for the maintenance activities part of our OMT
projects.

Our in-house business development team prepares tendering documents for all our bids. Our ability to tender
appropriately for our projects depends significantly on the assessment of the future traffic patterns and the
amount of toll to be collected. We have developed an in-house traffic survey team, which has dual
responsibility of conducting pre-bidding traffic surveys as well as monitoring loss in revenue on account of non-
paying vehicles for ongoing projects. As of August 31, 2014, we had 29 members in our traffic survey team.
Our traffic survey team has conducted surveys on national highways, state highways, expressways, bypasses
and bridges in various states in India. Our traffic survey team is headed by Dinesh Padalkar who has an
experience of over 14 years in conducting and supervising traffic surveys. Projections of revenue are based on
factors such as trends in traffic counts, terms and conditions of request for proposal, fee notification and
amendments, survey data and historical information, if available. The final revenue model is thereafter
discussed and finalized by the senior management for the purpose of bidding. We believe our in-house traffic
study and revenue forecasting capacity and expertise strengthens our ability to evaluate new projects and tender
effectively for toll collection and OMT contracts.

Further, for our OMT projects, we undertake engineering study which includes carrying out road condition and
inventory survey of the project roads, identifying portions subject to frequent damage, inspection of major and
minor structures on the project roads which involve maintenance requirements and preparation of maintenance
expenditure. The engineering study is undertaken by our in-house experts with the help of third party
engineering consultancy service providers who are engaged primarily for the purpose of undertaking studies
regarding road condition, inspection of structures and preparing maintenance expenditure.

Our finance and operations team co-ordinates activities relating to achieving financial closure for each project
including by way of obtaining fund based as well as non-fund based loan facilities from banks/financial
institutions.

We have a mix of own employees as well as individuals on contract basis to enable us to undertake our tolling
operations. As of August 31, 2014, we had 3,518 employees engaged as toll operational staff, to carry out
various functions relating to toll collection and had 1,132 individuals on contract basis for providing non-toll
collection related services such as security at different toll plazas. We believe that our integrated structure
enables us to bid for our projects efficiently and to complete the projects on a profitable basis.

Use of advanced technology for toll collection

We make use of advanced technology for collection of toll which helps in improving our operational efficiency
and ensuring transparency in the process of toll collection.

As part of the prepaid mode of toll collection, we use smart cards as well as RFID technology based tags that
are mounted on the windshield. These enable faster traffic clearance at the toll plazas. The RFID technology
based ETC system senses the tag mounted on the windshield of the users vehicle and deducts the toll fee from
the prepaid amount as per the toll fee notification of the project. We have implemented an RFID technology
based ETC system at the RGSL toll plaza in Mumbai and at four toll plazas forming part of the Mumbai Entry
Points Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai

148
Entry Points Project. We also have the smart card based ETC system which enables the users to make payments
through prepaid smart cards at some of our projects including, the Mumbai Entry Points Project, Chennai
Bypass Project, Hyderabad-Bangalore Project, Madurai-Kanyakumari Project, RGSL Project, the Dankuni toll
plaza in West Bengal and the Kalyan-Shilphata Project. ETC systems reduce cash management resulting in
revenue enhancement as well as improved transparency in the amount of toll collected. ETC systems also help
in reducing the clearing time for vehicles at the toll stations thereby improving operational efficiency.

Payments at the toll plazas, both electronic as well cash payment, are processed through a semi-automated or a
fully-automated toll collection system, depending on complexity of the project and the infrastructure provided
by the government authority. Both these systems collect and store traffic and payment data, thereby reducing
the need for manual operation. A semi-automated system consists of revenue collection software desktop,
barrier gate, smart cards and monitoring cameras and a fully automated system includes equipments such as
vehicle counting classifier, vehicle audit system, communication channels and traffic control equipment in
addition to all the components of a semi-automated system.

For the purpose of identifying categories of vehicles and to charge an appropriate toll rate, the automatic vehicle
identification based in-road/infrared sensors are also used. We also use weigh-in-motion technology for projects
where weight based toll collection is mandated. Our weight based tolling systems are integrated with the fully
automatic toll collection system for enhanced revenue controls.

We have set up a centralized control room at our Mumbai head office that consolidates cameras at the toll
plazas to enable video based monitoring of the toll operations, throughout the day.

Use of advanced technology in the process of toll collection helps us in reducing our dependence on manpower
and ensures better clearing time at the toll booths and transparency in the toll collection process. For further
details, see Information Technology on page 175 below.

Business model which does not involve construction or gestation related risks

We follow an asset light business model by focusing on pure toll collection as well as OMT projects on
operational roads constructed by third parties. We acquire the right to collect toll on operational roads pursuant
to contracts entered into with various authorities. We generate our revenue through collection of toll from
commuters, under projects acquired by forecasting the traffic volume based on in-house surveys. We do not
undertake construction of road projects, thereby avoiding risks associated with construction and gestation of
projects. We believe that the asset light nature of our business model enables us to bid for more projects and
expand our business without the risks associated with road construction.

Experienced Promoters and senior management

We have a senior management with extensive experience in the road infrastructure sector. Our Promoter and the
Chairman of our Company, Dattatray P. Mhaiskar has 47 years of experience in construction and infrastructure
industry. Our Promoter and the Vice Chairman and Managing Director of our Company, Jayant D. Mhaiskar
has 17 years of experience in relation to road infrastructure projects. Murzash Manekshana, the Executive
Director of our Company, who also manages our day-to-day operations, has over 21 years of experience in
areas of fund raising, investment management, risk management, strategic planning and business development.
We also benefit from our experienced Key Management Personnel who handle various departments of our
Company and our business. The chief tolling officer of our Company, Uttam Pawar has over 24 years of
experience in the tolling business and our chief operating officers, Subodh Garud and Sameer Apte have 18 and
14 years of experience, respectively, in tolling operations. For further details, see the section Management on
page 221.

We have faced low attrition in our Key Management Personnel in the last three years.

We leverage the understanding and the experience of our senior management in successfully managing our
operations which has facilitated the growth of our business.


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Diversified project portfolio across different states in I ndia, with an increasing mix of Long Term contracts

We have a diverse project portfolio of toll collection as well as OMT projects spanning across nine states in
India, being Andhra Pradesh, Gujarat, Karnataka, Maharashtra, Odisha, Rajasthan, Tamil Nadu, Uttar Pradesh,
and West Bengal. Since the commencement of our business in 2002, we have operated toll collection projects
across 12 states in India. The geographic diversity of our project portfolio plays a significant role in developing
our experience and expertise including our ability to evaluate and bid effectively for new projects.

Further, a majority of our OMT projects are located in major cities of India or on the road connecting major
metropolitan cities in India. The Mumbai Entry Points Project, which is our largest OMT project based on
revenue, and the RGSL Project are located in Mumbai. Further, the Chennai Bypass Project is located in
Chennai, the Hyderabad-Bangalore Project is on National Highway No. 7 which connects the cities of
Bangalore and Hyderabad and the Madurai-Kanyakumari Project is on National Highway No.7 connecting the
cities of Madurai and Kanyakumari.

Our ongoing project portfolio is a combination of Short Term and Long Term projects, with 16 Short Term toll
collection projects, seven Long Term toll collection projects, five OMT projects and one BOT project. All of
our ongoing Long Term projects which involve both toll collection projects as well as OMT projects, have been
awarded to us (or acquired by us) since 2010. Further, for our OMT projects with NHAI, we have non-compete
provisions with respect to roads to be constructed by the NHAI and any other government instrumentality for
the period of the contract. However, these restrictions fall away if the traffic on the road exceeds pre-specified
limits in any year.

We believe that our diverse project portfolio provides us with an advantage in capitalising on new opportunities
available in the sector. Further, diversification helps us in restricting our reliance on any specific region and
strengthens our business by reducing the impact, on our business, of any force majeure event in any particular
region.

Ability to achieve financial closure for projects

As of the date of this Draft Red Herring Prospectus, we have completed 68 projects with an aggregate of 122
toll plazas and 783 lanes. Commercial operation of a project is typically commenced only upon achieving
financial closure and our ability to achieve financial closure for our projects is demonstrated by the number of
projects completed by us over the past years.

We finance the payments to be made to the authorities for our projects by way of fund based as well as non-
fund based loan facilities from banks/financial institutions. Our ability to obtain adequate financing for our
projects provides us with increased availability of funds for our business development and other expansion
activities. We have, in the past, been able to obtain third party debt for our projects in a timely manner. As of
August 31, 2014, we had an outstanding borrowing of ` 32,416.06 on a consolidated basis under various loan
facilities availed from 13 banks/financial institutions. For details of financing arrangements obtained for our
projects, see the section Financial Indebtedness on page 430.

Our Strategies

Focus on Long Term Projects and reduce dependency on Short Term Projects

Our portfolio of ongoing projects includes 16 Short Term projects awarded by NHAI, MJPRCL and RIDCOR.
We intend to reduce our dependence on Short Term contracts in the future and focus on Long Term Projects.
Our Mumbai Entry Points Project, which is our first and the largest OMT project on the basis of revenue, was
awarded to us in 2010 and is operational until 2026. Further, in line with this strategy, during Fiscal 2014 we
commenced operating (i) three OMT projects awarded to us by NHAI, each with a term of nine years, (ii) one
OMT project awarded to us by MSRDC with a term of 156 weeks; (iii) one Long Term toll collection project
awarded to us by MSRDC, with a term of 156 weeks; (iv) one Long Term toll collection project awarded to us
by HRBC, with a term of five years, and (v) one Long Term toll collection project awarded to us by ITEL, with
a term of three years. For Fiscal 2012, contribution from Short Term Projects and Long Term Projects to our

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total revenue was 60.83% and 34.20%, respectively. For Fiscal 2014, contribution from Short Term Projects
and Long Term Projects to our total revenue was 37.52% and 59.07%, respectively.

Long Term contracts provide us with a steady and predictable revenue stream as compared to Short Term
contracts. While we intend to continue to bid for Short Term contracts on an ongoing basis, we believe that
Long Term contracts will be the driving factor for the growth and expansion of our business in the future.

Focus on acquisition of operational roads constructed by third parties

We intend to acquire, on an opportunistic basis, the OMT and/or toll collection rights from third parties for the
roads constructed by them which are fully operationalised with a well established traffic. We intend to acquire
such maintenance and/or toll collection rights either individually or jointly with other parties subject to
availability of projects on terms that are favourable to us. Through such acquisitions, we intend to become a
concessionaire without undertaking construction of such projects. We do not intend to undertake projects
involving substantial construction of roads, thereby avoiding risks and costs associated with construction. We
will continue to bid for various tenders for toll collection and OMT projects invited by government authorities
and private parties.

In addition, we have also recently incorporated a subsidiary, MEP Tormato Private Limited, to provide
specialized OMT services for projects of third parties.

Further develop specialized in-house capabilities in maintenance of road infrastructure

We intend to further develop specialized in-house capabilities in maintenance activities for the road
infrastructure. We believe that such specialized in-house experience in maintenance activities would prove to be
advantageous while bidding for and executing OMT contracts. We have incorporated our Subsidiary, MEP
Highway Solutions Private Limited in November 2012 to focus on maintenance activities for roads, and we
intend to undertake maintenance activities under our OMT projects with NHAI and MSRDC through this
Subsidiary. We believe that further developing specialized in-house capabilities in maintenance activities would
reduce dependence on sub-contractors, thereby avoiding risks and minimizing costs associated with sub-
contracting.

Enhance usage of information technology, to reduce dependence on manpower, improve operational
efficiency and enhance revenue

Operating toll booths has historically been a labour-intensive business, since it involves 24 hour operations,
need for quick vehicle clearance (requiring multiple attendants at each booth) and substantial cash management.
We are exploring options to reduce our dependence on manpower in our tolling operations, specially through
use of technologies at our toll booths such as RFID (at certain toll booths), video/image capturing equipment,
automatic vehicle identification based on in-road/infrared sensors and weigh-in-motion technology where
weight-based toll collection is mandated. For instance, we have implemented the RFID based ETC system at the
toll plaza for the RGSL Project in Mumbai and at four toll plazas forming part of the Mumbai Entry Points
Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai Entry
Points Project. Further, NHAI has recently promoted Indian Highways Management Company Limited
(IHMCL) which proposes to establish nationwide RFID based ETC system together with central clearing
house services, under which all toll plazas in India that are under NHAIs jurisdiction would have dedicated
RFID based ETC lanes, under a centralised toll collection system. Pursuant to this project, we are required to
establish RFID based ETC system at the toll plazas forming part of our OMT projects with NHAI. ETC systems
reduce cash management thereby minimising revenue leakage and improving transparency in the amount of toll
collected. ETC systems also help in reducing the clearing time for vehicles at the toll stations thereby improving
operational efficiency. We intend to expand the usage of information technology to our toll plazas that are
currently being operated manually to improve operational efficiency and ensure better transparency in the
process of toll collection.

For details, see Information Technology on page 175 below.


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Our Projects

Completed projects

As of the date of this Draft Red Herring Prospectus, we have completed 68 projects which includes 67 toll
collection projects and one octroi collection project. The details of our completed projects are set forth in the
table below:

Sr. No. Project Nature of project Client Period of contract Number of
lanes
1. Toll stations for Mumbai Entry
Points, Maharashtra**
Toll collection MSRDC December 1, 2002 to
November 30, 2008

Extended up to November 19,
2010
50
2. Chalthan toll plaza, Gujarat Toll collection NHAI January 1, 2006 to July 31,
2006

Extended up to August 31,
2006
8
3. Tadali toll plaza, Maharashtra Toll collection and
routine
maintenance
MSRDC December 28, 2007 to
December 23, 2010

Extended up to June 4, 2011
4
4. Dhoregaon toll station,
Maharashtra
Toll collection MSRDC September 7, 2008 to
September 5, 2009

Foreclosed on February 27,
2009 due to handing over to a
BOT contractor
4
5. Toll plazas at Jetpur Gondal Rajkot
Section of NH 8B, Gujarat
Toll collection Western
Gujarat
Expressway
Limited
January 16, 2009 to January
15, 2010

Extended up to February 15,
2010
16
6. Rajiv Gandhi Sea Link, Mumbai,
Maharashtra*
Toll collection MSRDC July 6, 2009 to July 4, 2010

Extended up to September 27,
2010
16
7. Rajiv Gandhi Sea Link,
Maharashtra*
Toll collection and
maintenance of
sea link
MSRDC September 28, 2010 to March
27, 2011

Extended up to February 5,
2014
16
8. Toll stations at Watur Phata,
Kolha, Dhamoda and Ughadi,
Maharashtra

Toll collection MSRDC December 23, 2010 to
December 19, 2012

Foreclosed on March 31, 2011
pursuant to instructions of
MSRDC
8
9. Srinagar toll plaza, Haryana Toll collection NHAI December 28, 2010 to
December 27, 2011

Extended up to October 15,
2012
12
10. Mahuvan toll plaza, Haryana Toll collection NHAI December 28, 2010 to
December 27, 2011

Extended up to October 15,
2012
14
11. Toll plazas at Ahmedabad, AUDA
Ring Road, Nadiad, Anand and
Vadodara, Gujarat

Toll collection AVECL December 29, 2010 to
December 28, 2011

Extended up to January 20,
2012
42
12. Bagepalli toll plaza, Karnataka Toll collection NHAI January 12, 2011 to January 8

152
Sr. No. Project Nature of project Client Period of contract Number of
lanes
11, 2012

Extended up to March 9, 2012
13. Sriperumpudur toll plaza, Tamil
Nadu
Toll collection NHAI January 15, 2011 to January
14, 2012

Extended up to May 23, 2012
10
14. Boothakudi toll plaza, Tamil Nadu Toll collection NHAI January 15, 2011 to January
14, 2012

Extended up to March 21, 2012
10
15. Vanagaram toll plaza, Tamil
Nadu**
Toll collection NHAI January 16, 2011 to January
15, 2012

Extended up to May 23, 2012
8
16. Paranur toll plaza, Tamil Nadu Toll collection NHAI January 24, 2011 to January
23, 2012

Extended up to May 31, 2012
12
17. Guilalu toll plaza, Karnataka

Toll collection NHAI February 3, 2011 to February
2, 2012

Foreclosed on June 4, 2011
pursuant to instructions of
NHAI
12
18. Karjeevanahalli toll plaza,
Karnataka

Toll collection NHAI February 3, 2011 to February
2, 2012

Foreclosed on June 4, 2011
pursuant to instructions of
NHAI
10
19. Aganampudi toll plaza, Andhra
Pradesh
Toll collection NHAI February 23, 2011 to February
22, 2012

Extended up to March 17, 2012
6
20. Chittampati toll plaza, Andhra
Pradesh
Toll collection NHAI February 28, 2011 to February
27, 2012

Extended up to May 7, 2012
10
21. Toll plaza at Chennasamudram,
Tamil Nadu
Toll collection NHAI March 4, 2011 to March 3,
2012

Extended up to September 17,
2012
10
22. Chilakapalem toll plaza, Andhra
Pradesh
Toll collection NHAI April 9, 2011 to April 8, 2012

Extended up to May 26, 2012
6
23. Nathavalasa toll plaza, Andhra
Pradesh
Toll collection NHAI April 9, 2011 to April 8, 2012

Extended up to May 31, 2012
8
24. Bolapalli toll plaza, Andhra
Pradesh

Toll collection NHAI April 12, 2011 to April 11,
2012

Foreclosed on November 20,
2011 pursuant to instructions
of NHAI
10
25. Tangutur toll plaza, Andhra
Pradesh

Toll collection NHAI April 14, 2011 to April 13,
2012

Foreclosed on November 20,
2011 pursuant to instructions
of NHAI
10
26. Toll plazas at Alwar-Sikandra
section, Rajasthan*
Toll collection RIDCOR April 16, 2011 to April 15,
2012
12
27. Tadali toll plaza, Maharashtra Toll collection MSRDC June 5, 2011 to December 1,
2012
4

153
Sr. No. Project Nature of project Client Period of contract Number of
lanes

Extended up to February 24,
2013
28. Dhule octroi collection,
Maharashtra
Octroi collection Dhule
Municipal
Corporation
August 27, 2011 to August 26,
2012
20
29. Joya toll plaza, Uttar Pradesh Toll collection NHAI September 20, 2011 to
September 19, 2012

Extended up to October 9,
2012
4
30. Sikandra toll plaza, Uttar Pradesh Toll collection NHAI September 23, 2011 to
September 22, 2012

Extended up to September 28,
2012
4
31. Panikholi toll plaza, Odisha* Toll collection NHAI September 29, 2011 to
September 28, 2012

Extended up to March 25, 2013
8
32. Laxmannatha toll plaza, Odisha Toll collection NHAI December 18, 2011 to
December 17, 2012

Extended up to December 31,
2012
6
33. Dastan toll plaza, Maharashtra* Toll collection MJPRCL December 22, 2011 to
December 22, 2012

Extended up to February 22,
2013
10
34. Sergarh toll plaza, Odisha Toll collection NHAI January 16, 2012 to January
15, 2013

Extended up to March 3, 2013
6
35. Toll plazas at Ahmedabad, AUDA
Ring Road, Nadiad, Anand and
Vadodara, Gujarat

Toll collection AVECL January 21, 2012 to April 19,
2012

Extended up to November 30,
2012
42
36. Athur toll plaza, Tamil Nadu* Toll collection NHAI March 16, 2012 to March 16,
2013
10
37. Paduna toll plaza, Rajasthan* Toll collection NHAI March 29, 2012 to March 28,
2013
10
38. Khemana toll plaza, Gujarat Toll collection NHAI April 1, 2012 to March 31,
2013

Extended up to April 1, 2013
8
39. Srirampur Toll plaza, Odisha Toll collection Paradip Port
Road
Company
Limited
April 1, 2012 to March 31,
2013

Extended up to May 31, 2013
10
40. Vishakhapatanam Port
Connectivity Toll Plaza near
Panchavati colony and secondary
toll plaza near Gosthani gate of
Navy, Andhra Pradesh
Toll collection NHAI April 9, 2012 to April 8, 2013


Extended up to April 10, 2013
11
41. Kelapur toll plaza, Maharashtra Toll collection NHAI April 30, 2012 to April 29,
2013
4
42. Pippalwada toll plaza, Andhra
Pradesh
Toll collection NHAI May 9, 2012 to May 8, 2013

Extended up to May 20, 2013
6
43. Chirle toll plaza and Karanjade toll
plaza, Maharashtra*
Toll collection MJPRCL May 28, 2012 to May 27, 2013

Extended up to July 16, 2013
20
44. Nathavalasa toll plaza, Andhra
Pradesh
Toll collection NHAI June 1, 2012 to May 31, 2013 8

154
Sr. No. Project Nature of project Client Period of contract Number of
lanes
45. Paranur toll plaza, Tamil Nadu Toll collection NHAI June 1, 2012 to May 31, 2013 12
46. Bankapur Toll Plaza, Karnataka* Toll collection NHAI June 1, 2012 to May 31, 2013

Extended up to January 2, 2014
10
47. Toll plazas at certain locations on
Hanumangarh-Kishangarh road,
Rajasthan
Toll collection RIDCOR July 3, 2012 to March 31, 2013 30
48. Baretha toll plaza, Madhya Pradesh Toll collection NHAI June 12, 2012 to June 11, 2013 6
49. Choundha toll plaza, Madhya
Pradesh
Toll collection NHAI June 13, 2012 to June 12, 2013 6
50. Toll plaza at Chennasamudram,
Tamil Nadu

Toll collection NHAI September 18, 2012 to
September 17, 2013

Foreclosed on June 1, 2013
pursuant to instructions of
NHAI
10
51. Nagzari Project, Maharashtra Toll collection MSRDC September 29, 2012 to
September 26, 2015

Foreclosed on June 30, 2014
pursuant to instructions of
MSRDC
2
52. Joya toll plaza, Uttar Pradesh Toll collection NHAI October 10, 2012 to January 7,
2013

Extended up to February 9,
2013
4
53. Amakatadu toll plaza, Andhra
Pradesh**
Toll collection NHAI November 27, 2012 to
February 27, 2013

Extended up to May 15, 2013
12
54. Marur toll plaza, Andhra
Pradesh**
Toll collection NHAI November 27, 2012 to
February 27, 2013

Extended up to May 15, 2013
12
55. Toll plazas at Ahmedabad, AUDA
Ring Road, Nadiad, Anand and
Vadodara, Gujarat

Toll collection AVECL December 1, 2012 to February
28, 2013

Foreclosed on December 31,
2012 pursuant to instructions
of NHAI
42
56. Parsoni Toll Plaza, Bihar Toll collection NHAI December 9, 2012 to
December 9, 2013

Extended up to December 27,
2013
10
57. Dastan Toll Plaza, Maharashtra Toll collection MJPRCL February 22, 2013 to February
21, 2014

Extended upto May 15, 2014
10
58. Dasna Toll Plaza, Uttar Pradesh* Toll collection NHAI March 29, 2013 to March 28,
2014

Extended up to April 30, 2014
6
59. Purwameer Toll Plaza, Uttar
Pradesh

Toll collection NHAI April 1, 2013 to March 31,
2014

Foreclosed on January 6, 2014
4
60. Alwar Bhiwadi, Rajasthan* Toll collection RIDCOR April 3, 2013 to March 31,
2014

Extended up to June 30, 2014
8
61. Lalsot Kota, Rajasthan Toll collection RIDCOR April 6, 2013 to March 31,
2014

Extended upto July 4, 2014
8

155
Sr. No. Project Nature of project Client Period of contract Number of
lanes
62. Chirle Toll Plaza and Karanjade
Toll Plaza, Maharashtra*


Toll collection NHAI July 17, 2013 to July 16, 2014

Extended upto commencement
of operations under the new
contract***
20
63. Toll plaza at Kalyan Shilphata,
Maharashtra*
Toll collection MSRDC June 1, 2013 until finalization
of new tender
8
64. Gaurau Toll Plaza, Uttar Pradesh* Toll collection NHAI July 19, 2013 to July 19, 2014 4
65. Beliyad Toll Plaza, Jharkhand Toll collection NHAI January 27, 2014 to January
27, 2015

Foreclosed on April 4, 2014
due to handing over of toll road
to concessionaire for six-laning
6
66. Tendua Toll Plaza, Uttar Pradesh* Toll collection NHAI April 11, 2014 to July 11, 2014
and further extended
8
67. Pudukkottai Toll Plaza, Tamil
Nadu
Toll collection NHAI May 13, 2014 to May 12, 2015

Pre-mature termination on
August 6, 2014 at our
Companys instance
10
68. Dastan Toll Plaza, Maharashtra Toll collection MJPRCL May 16, 2014 to August 15,
2014 (this project was handed
over to the new contractor on
June 29, 2014)
10
* These toll plazas also form part of our ongoing project list as they have been re-awarded to our Company as tolling projects.
** These toll plazas also form part of our ongoing project list as they have been re-awarded to our Company as OMT projects.
*** The new project commenced operations on August 13, 2014 pursuant to a re-award.

Ongoing projects

We classify our ongoing projects into three types: (i) toll collection projects; (ii) OMT projects; and (iii) BOT
projects. Currently, we operate our toll collection and OMT projects in nine states across India, being Andhra
Pradesh, Gujarat, Karnataka, Maharashtra, Odisha, Rajasthan, Tamil Nadu, Uttar Pradesh and West Bengal. We
also have one BOT project which is being undertaken in Baramati, Maharashtra. The presence of our ongoing
projects in various states is as indicated in the map below:


156

Note: This map is not to scale

The following table sets forth salient details of our Long Term OMT projects, toll collection projects and BOT
projects:

Sr.
No.
Name of the
Project
Name of
Concession
Operator
(Companys
Beneficial
Interest)
Description of
the Project
Number of Toll
Plazas/
Kms/Lanes
Term Client Payment to
Authority
OMT Projects
1. Mumbai Entry
Points Project,
Maharashtra
MEP
Infrastructure
Private Limited
(99.99%)


Maintenance of,
and collection of
toll at, the five
Mumbai Entry
Points along with
27 flyovers and
certain allied
Collection of toll
at five entry
points into
Mumbai
consisting of five
toll plazas at
Airoli, Vashi,
16 years

(from
November
20, 2010 to
November
19, 2026)
MSRDC Upfront
payment of `
21,000 million

157
Sr.
No.
Name of the
Project
Name of
Concession
Operator
(Companys
Beneficial
Interest)
Description of
the Project
Number of Toll
Plazas/
Kms/Lanes
Term Client Payment to
Authority
structures on the
SionPanvel
Highway, the
Western Express
Highway
corridor, the
Eastern Express
Highway
corridor, the Lal
Bahadur Shashtri
Marg corridor
and the Airoli
Bridge corridor.

Dahisar, Mulund
on Lal Bahadur
Shastri Marg and
Mulund on
Eastern Express
Highway
2. Madurai-
Kanyakumari
Project, Tamil
Nadu
Raima Toll Road
Private Limited
(99.99%)
Maintenance of,
and collection of
toll at, the
Madurai-
Tirunelveli-
Panagudi-
Kanyakumari
section of the
National
Highway No. 7
Collection of toll
at four toll plazas
at Kappallur,
Salaipudur,
Nanguneri and
Eturvattam on
the Madurai
Kanyakumari
section.

The Madurai
Kanyakumari
section of the
National
Highway No. 7
is a 243.17 km
long, four-lane
carriageway in
Tamil Nadu.
Nine years

(from
September
22, 2013 to
September
22, 2022)
NHAI ` 1,108.70
million for the
first year of the
concession
period to be
paid in 12 equal
monthly
instalments.

The annual
payment
amount will be
increased at the
rate of 10.00%
every year as
compared to the
preceding year
3. Hyderabad-
Bangalore
Project, Andhra
Pradesh
MEP Hyderabad
Bangalore Toll
Road Private
Limited
(51.00%)
Maintenance of,
and collection of
toll at, the
Hyderabad
Bangalore section
of the National
Highway No. 7
Collection of toll
at three toll
plazas at
Amakathadu,
Marur and
Kasepalli on the
Hyderabad
Bangalore
section.

The Hyderabad
Bangalore
section of the
National
Highway No. 7
is a 251.16 km
long four-lane
carriageway in
Andhra Pradesh.
Nine years

(from May
16, 2013 to
May 15,
2022)
NHAI ` 1,059.30
million for the
first year of the
concession
period to be
paid in 12 equal
monthly
instalments.

The annual
payment
amount will be
increased at the
rate of 10.00%
each year as
compared to the
preceding year
4. Chennai Bypass
Project, Tamil
Nadu
MEP Chennai
Bypass Toll
Road Private
Limited
(100.00%)
Maintenance of,
and collection of
toll for the
Chennai Bypass
section.

Collection of toll
at two toll plazas
near Vanagaram
and Surapattu on
the Chennai
Bypass section

The Chennai
Bypass section is
a 32.60 km long,
six-lane
carriageway in
Nine years

(from May
14, 2013 to
May 14,
2022)
NHAI ` 1,530 million
for the first year
of the
concession
period to be
paid in 12 equal
monthly
instalments.
The annual
payment
amount will be
increased at the

158
Sr.
No.
Name of the
Project
Name of
Concession
Operator
(Companys
Beneficial
Interest)
Description of
the Project
Number of Toll
Plazas/
Kms/Lanes
Term Client Payment to
Authority
Tamil Nadu.

rate of 10.00%
every year as
compared to the
preceding year
5. RGSL Project,
Maharashtra
MEP RGSL Toll
Bridge Private
Limited
(100.00%)
Maintenance of,
and collection of
toll for, the Rajiv
Gandhi Sea Link
Collection of toll
at the toll plaza
at Bandra for the
Rajiv Gandhi
Sea Link

The Rajiv
Gandhi Sea Link
is a 5 km long,
eight-laned
carriageway in
Mumbai in
Maharashtra
156 weeks

(from
February 6,
2014 to
February 2,
2017)
MSRDC ` 690 million
for the first year
of the RGSL
Contract to be
paid in 12 equal
instalments
along with an
additional one-
time payment
of ` 5 million.
The annual
payment is
subject to
escalation by
10.00% for the
second year and
20.00% for the
third year of the
RGSL Project,
to be paid in 12
equal monthly
instalments for
each year.
BOT Project
1. Baramati Project,
Maharashtra**
Baramati
Tollways Private
Limited
(99.53%)*
Construction of
the four lane
Sakhali bridge on
Karha River in
Baramati and
maintenance of,
and collection of
toll for the Ring
Road and the
bridges in
Baramati.

Collection of toll
at five toll plazas
at Morgaon,
Neergaon, Patas,
Bhigawan and
Indapur
19 years
and four
months

(from
October 25,
2010 to
February
24, 2030)
MSRDC and
Baramati
Municipal
Council
Upfront
payment of `
650 million
paid in four
unequal
instalments ***
Toll Collection Projects
1. Phalodi-Ramji
Project,
Rajasthan
Raima Ventures
Private Limited
(99.99%)

Toll collection
activities together
with maintenance
of toll plazas and
infrastructural
facilities
provided by
RIDCOR
Collection of toll
at four toll plazas
in the Phalodi
Pachpadra
Ramji Ki Gol
road corridor
located at Kolu
Pabuji village,
Kelan Kot
village, Bhooka
Bhagat Singh
village and Naya
Nagar village
Five years

(from
September
17, 2010 to
September
16, 2015)
RIDCOR ` 2,035.07
million,
consisting an
upfront
payment of `
1,500 million
and payment of
` 535.07
million in 60
monthly
instalments
2. IRDP Solapur
Project,
Maharashtra
MEP IRDP
Solapur Toll
Road Private
Limited
(99.98%)
Toll collection
activities together
with maintenance
of toll plazas and
maintenance of
property and
equipment
provided by
MSRDC
Collection of toll
at four toll plazas
located at
Solapur Hotgi
Road, Solapur
Barshi Road,
Solapur
Degaon
Mangalweda
156 weeks

(from
January 2,
2013 to
December
30, 2015)
MSRDC ` 208 million to
be paid in three
equal annual
instalments

159
Sr.
No.
Name of the
Project
Name of
Concession
Operator
(Companys
Beneficial
Interest)
Description of
the Project
Number of Toll
Plazas/
Kms/Lanes
Term Client Payment to
Authority
road and Solapur
Akkalkot toll
station
3. Vidyasagar Setu
Project, West
Bengal
Rideema Toll
Bridge Private
Limited
(99.99%)
Toll collection
activities
Collection of toll
at toll plaza
located at the
Vidyasagar Setu
Five years

(from
September
1, 2013 and
ending on
August 31,
2018)
HRBC ` 2,610 million
in five equal
annual
instalments
consisting of an
upfront
payment of `
522 million and
payment of
remaining
amount in four
equal
instalments
annually in
advance
4. Rajiv Gandhi
Salai Project,
Tamil Nadu
Company Toll collection
service
Collection of toll
at five toll plazas
located at Rajiv
Gandhi Salai
Three years

(from
March 8,
2014 to
March 7,
2017)
ITEL -****
5. Mahua -
Hindaun
Karauli Project,
Rajasthan
Company Toll collection
activities together
with maintenance
of toll plazas
Collection of toll
at two toll plazas
located near
Phulwada and
near Gazipur on
the Mahua
Hindaun
Karauli road
corridor
21 months

(from
January 24,
2013 and
ending on
October 23,
2014)
RSRDC ` 146.83
million of
which 17.50%
is required to
paid before
commencement
of toll
collection and
remaining to be
paid in 20
monthly
instalments
commencing on
January 24,
2013
6. Kini Tasawade
Project,
Maharashtra
Raima Toll
&Infrastructure
Private Limited
(99.99%)
Toll collection Collection of toll
at toll plaza near
Kini (km
634.500) and
Tasawade (km
694.000) on
National
Highway No. 4
104 weeks

(from May
29, 2014 to
May 26,
2016)
MSRDC ` 2,270.70
million to be
paid in upfront
monthly
instalments
7. Kalyan Shilphata
Project,
Maharashtra
Company Toll collection Collection of toll
at two toll plazas
located at Katai
and Gove on the
Bhiwandi
Kalyan
Shilphata section
(from km 0.000
to km 21.060) of
the State
Highway No. 40
156 weeks

(from
September
27, 2013 to
September
23, 2016)
MSRDC ` 633.60
million to be
paid in upfront
monthly
instalments
* Our Company holds 99.54% of the equity share capital of Rideema Toll Private Limited which in turn holds 99.99% of the equity share
capital of BTPL
** BTPL has issued notices to MSRDC for termination of the Baramati Project and seeking termination payments under the agreement for
the Baramati Project. However, the termination has not taken effect as on date.

160
*** The consideration paid towards acquisition of BTPL was ` 10.10 million.
**** Our Company is entitled to ` 14.62 million for the first year, subject to escalation at the rate of 5.00% per annum during each
subsequent year, for a period of two years.

A. OMT projects

We operate five OMT projects in Maharashtra, Tamil Nadu and Andhra Pradesh. We operate all our ongoing
OMT projects through our Subsidiaries. The details of our ongoing OMT projects are set forth below:

1. Mumbai Entry Points Project

Description

MSRDC has completed construction of a major part of 55 flyovers in Mumbai. In order to recover cost of
construction of the flyovers, MSRDC had been given the right to collect toll at the five Mumbai entry points. In
light of the same, MSRDC proposed to take upfront payment for repayment of the loan taken for the
construction of the 55 flyovers project by securitization of five Mumbai entry points on the SionPanvel
Highway, the Western Express Highway corridor, the Eastern Express Highway corridor, the Lal Bahadur
Shashtri Marg corridor and the Airoli Bridge corridor. Under the Mumbai Entry Points Project, we undertake
maintenance of, and collection of toll at, the Mumbai Entry Points along with maintenance of 27 flyovers and
certain allied structures.

Prior to the award of the Mumbai Entry Points Project, our Company undertook collection of toll at the five
Mumbai Entry Points from December 1, 2002 until November 19, 2010 pursuant to a contract with MSRDC
and subsequent extension thereof.

Project Operator

The Mumbai Entry Points Project is operated by our Subsidiary, MIPL, pursuant to a contract dated November
19, 2010 (the Mumbai Entry Points Contract) with MSRDC. Our Company holds 99.99% of the equity share
capital of MIPL.

MIPL has entered into a maintenance agreement dated September 8, 2014 with our Company pursuant to which,
our Company will undertake maintenance and road repairing activities for the Mumbai Entry Points Project for
an aggregate consideration of ` 8,430 million. The term of this maintenance agreement is until November 19,
2026. Our Company has further sub-contracted the maintenance activities to A N Infrastructure Services Private
Limited (A N Enterprises) pursuant to a maintenance agreement dated September 8, 2014 with a term until
November 19, 2026 for an aggregate consideration of ` 3,120 million. Additionally, in terms of this
maintenance agreement, our Company will pay ` 1,750 million to A N Enterprises as mobilisation advance.
Further, MIPL has entered into a construction agreement dated December 2, 2013 with MEP HS pursuant to
which MEP HS will undertake capacity augmentation at Mulund and Vashi which includes construction of
additional lanes and toll plazas at estimated cost of ` 200 million. In terms of the construction agreement, MIPL
will pay ` 52.50 million to MEP HS as mobilisation advance.

Key Terms of the Contract

The Mumbai Entry Points Project has been granted to MIPL for a period of sixteen years commencing on
November 20, 2010 and ending on November 19, 2026. In terms of the Mumbai Entry Points Contract, the
scope of work for Mumbai Entry Points Project consists of: (i) operation and maintenance of five Mumbai
Entry Points along with 27 flyovers and certain allied structures such as bridges, underpasses, foot over-bridges,
cross drainage works, pavements on the SionPanvel Highway, Western Express Highway corridor, Eastern
Express Highway corridor, Lal Bahadur Shashtri Marg corridor and Airoli Bridge corridor; (ii) collection of toll
at all five Mumbai Entry Points; and (iii) capacity augmentation at Mulund and Vashi which includes
construction of additional lanes and toll plazas at Mulund and Vashi. For further details of the Mumbai Entry
Points Contract, see the section Description of Certain Key Contracts Contract Agreement dated November
19, 2010 between our Company, ITIPL, MIPL and MSRDC on page 179.

161

Payment to Authority

An upfront amount of ` 21,000 million was paid to MSRDC towards securitisation of the Mumbai Entry Points
Project. Further, in terms the Mumbai Entry Points Contract, if after five years from the commencement date,
the revenue generated from toll collection is more than the revenue projected by MIPL, the excess revenue shall
be shared with MSRDC as per the formula specified in the Mumbai Entry Points Contract.

Debt Financing

MIPL has been sanctioned a bank guarantee facility of ` 375.70 million by Canara Bank for the purpose of
furnishing six performance bank guarantees to MSRDC towards performance obligations under the Mumbai
Entry Points Project. The bank guarantee facility is valid for a period of 19 years from September 2010.

MIPL has availed a loan of ` 21,210.00 million from IDFC Limited, HDFC Limited, Canara Bank and India
Infrastructure Finance Company Limited for securitisation of and for carrying out maintenance activities in
relation to the Mumbai Entry Points Project. The loan is repayable in 312 unequal fortnightly instalments
commencing from October 1, 2011 for IDFC Limited, HDFC Limited and Canara Bank and in 109 unequal
monthly instalments commencing from October 2013 for India Infrastructure Finance Company Limited. As of
August 31, 2014, the amount outstanding under the loan was ` 21,662.21 million.

For further details, see the section Financial Indebtedness on page 430.

2. Madurai-Kanyakumari Project, Tamil Nadu

Description

National Highway No. 7 is a major national highway that runs through the states of Uttar Pradesh, Madhya
Pradesh, Maharashtra, Andhra Pradesh, Karnataka and Tamil Nadu. The total length of National Highway No. 7
is approximately 2,369 kilometres and connects cities such as Varanasi, Jabalpur, Nagpur, Hyderabad,
Bangalore, Madurai and Kanyakumari. The Madurai-Tirunelveli-Panagudi-Kanyakumari section of the
National Highway No. 7 is a 243.17 km long, four-lane carriageway in Tamil Nadu. Madurai Kanyakumari
Project, we undertake maintenance of, and collection of toll at, the Madurai-Tirunelveli-Panagudi-Kanyakumari
section of the National Highway No. 7. We collect toll at four toll plazas situated at Kappallur, Salaipudur,
Nanguneri and Eturvattam on the Madurai Kanyakumari section.

Project Operator

The Madurai-Kanyakumari Project is operated by our Subsidiary, RTRPL pursuant to a concession agreement
dated April 10, 2013 with NHAI (the RTRPL Concession Agreement). Our Company holds 99.99% of the
equity share capital of RTRPL.

RTRPL has entered into a maintenance agreement dated September 17, 2013 with MHSPL pursuant to which
MHSPL will undertake maintenance and road repairing activities for the Madurai-Kanyakumari Project for an
aggregate consideration of ` 2,710 million. The term of this maintenance agreement is until September 21,
2022. Further, MHSPL has entered into a maintenance agreement dated September 18, 2013 with A N
Enterprises pursuant to which MHSPL has sub-contracted to A N Enterprises the maintenance and road
repairing activities for the Madurai-Kanyakumari Project at estimated cost of ` 2,400 million. Additionally, in
terms of this maintenance agreement, MHSPL is required to pay to A N Enterprises 40% of the estimated
contract price as a mobilisation advance. The term of the maintenance agreement is until September 21, 2022.

Key Terms of the Concession

The Madurai Kanyakumari Project has been granted to RTRPL for a period of nine years, commencing on
September 22, 2013 and ending on September 22, 2022. In terms of the RTRPL Concession Agreement,
RTRPL shall provide toll collection and management facilities, routine and periodic maintenance facilities

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including road surface overlays, rectify defects and deficiencies and replace and maintain certain facilities
specified in the RTRPL Concession Agreement and has been granted a sole and exclusive right to collect toll
charges from users of the Madurai Kanyakumari section. For further details of the RTRPL Concession
Agreement, see the section Description of Certain Key Contracts Concession Agreement dated April 10,
2013 between NHAI and RTRPL on page 181.

Payment to the Authority

The amount payable to NHAI for the Madurai Kanyakumari Project is ` 1,108.70 million for the first year of
the concession period, as adjusted on account of incomplete stretches on the Madurai Kanyakumari section.
The contractual amount payable to NHAI in terms of the RTRPL Concession Agreement will be increased at
the rate of 10.00% every year as compared to the preceding year. In terms of the RTRPL Concession
Agreement, the contract amount for a particular year is payable to NHAI in 12 equal monthly instalments.

Debt Financing

RTRPL has availed a bank guarantee of ` 648 million from IDBI Bank Limited for furnishing performance
security for the Madurai Kanyakumari Project. RTRPL has further received sanction for a rupee term loan of
` 157 million from IDBI Bank Limited for financing the Madurai Kanyakumari Project. The loan is repayable
in 28 unequal monthly instalments starting after a moratorium period of three months from the commercial
operation date. As of August 31, 2014, the total amount outstanding under the loan was ` 109.46 million.

For further details, see the section Financial Indebtedness on page 430.

3. Hyderabad-Bangalore Project, Andhra Pradesh

Description

Under the Hyderabad-Bangalore Project, we undertake maintenance of, and collection of toll at, the
HyderabadBangalore section of the National Highway No. 7. The HyderabadBangalore section of the
National Highway No. 7 is a 251.16 km long four-lane carriageway which passes through the districts of
Kurnool and Anantapur in Andhra Pradesh. Various cement manufacturing factories, fertilizer plants, rice mills
and limestone mining industries are located in Kurnool and Anantapur. We collect toll at three toll plazas
situated at Amakathadu, Marur and Kasepalli on the Hyderabad-Bangalore section of the National Highway No.
7.

Project Operator

The Hyderabad-Bangalore Project is being undertaken by our Subsidiary, MEP HB pursuant to a concession
agreement dated December 18, 2012 (the MEP HB Concession Agreement) with NHAI. Our Company holds
51.00% of the equity share capital of MEP HB.

MEP HB has entered into a maintenance agreement dated September 16, 2013 with, MHSPL pursuant to which
MHSPL will undertake maintenance and road repairing activities for the Hyderabad-Bangalore Project for an
aggregate consideration of ` 2,360 million. The term of this maintenance agreement is until May 15, 2022.
Further, MHSPL has entered into a maintenance agreement dated September 17, 2013 with A N Enterprises
Infrastructure Services Private Limited, pursuant to which, MHSPL has sub-contracted to A N Enterprises
Infrastructure Services Private Limited the maintenance and road repairing activities for the Hyderabad-
Bangalore Project at estimated cost of ` 2,100 million. Additionally, in terms of this maintenance agreement,
MHSPL is required to pay to A N Enterprises 40% of the estimated contract price as a mobilisation advance.
The term of the maintenance agreement is until May 15, 2022.

Key Terms of the Concession

The Hyderabad Bangalore Project has been granted to MEP HB for a term of nine years, commencing on May
16, 2013 and ending on May 15, 2022. Under the MEP HB Concession Agreement, MEP HB is required to

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provide toll collection and management facilities, routine and periodic maintenance facilities including road
surface overlays, rectify defects and deficiencies and replace and maintain certain facilities specified in the
MEP HB Concession Agreement. MEP HB has been granted the right to collect toll at the Hyderabad
Bangalore section of the National Highway No. 7. For further details of the MEP HB Concession Agreement,
see the section Description of Certain Key Contracts Concession Agreement dated December 18, 2012
between NHAI and MEP HB on page 184.

Payment to the Authority

The amount payable to NHAI for the Hyderabad Bangalore Project is ` 1,059.30 million for the first year of
the concession period, which will be increased at the rate of 10.00% each year as compared to the preceding
year. The amount to be paid to NHAI for each year is payable in 12 equal monthly instalments as per the MEP
HB Concession Agreement.

Debt Financing

MEP HB has availed a loan of ` 350 million and a bank guarantee of ` 486 million from Allahabad Bank
Limited to finance operation and maintenance activities for the Hyderabad Bangalore Project and to assure
payment of balance amount of MEP HBs obligations as per the MEP HB Concession Agreement. The loan is
repayable in 16 unequal quarterly instalments with first instalment commencing from the quarter following the
first quarter of disbursement. As of August 31, 2014, the amount outstanding under the loan was ` 318.89
million.

For further details, see the section Financial Indebtedness on page 430.

4. Chennai Bypass Project, Tamil Nadu

Description

Under the Chennai Bypass Project, we undertake maintenance of, and collection of toll for, the Chennai Bypass
section which is a 32.60 km long, six-lane carriageway in Tamil Nadu that links National Highway No. 45,
National Highway No. 4, National Highway No. 205 and National Highway No. 5. The Chennai Bypass section
was constructed to decongest the traffic in the city of Chennai. The vehicles coming from the southern districts
of Tamil Nadu can reach National Highway No. 45, National Highway No. 4, National Highway No. 205 and
National Highway No. 5 without entering the city of Chennai. The Chennai Bypass section provides
connectivity to the two ports of Chennai the Chennai port and Ennore port. We undertake toll collection at
two toll plazas as part of the Chennai Bypass Project. The toll plazas are situated near Vanagaram and Ambattur
villages in the Chennai Bypass section.

MEP CB had filed a writ petition before the Delhi High Court seeking revision in toll rates and permission to
set up additional toll booths to prevent toll evasion. Pursuant to this writ petition and the meetings of the
executive committee of NHAI and the 3CGM Amicable Settlement Committee of NHAI, it has been agreed,
inter alia, that MEP CB would be permitted to set up additional toll booths at five locations, subject to certain
conditions. Thereafter, NHAI has, vide its letter dated August 4, 2014, permitted MEP CB to construct five
additional toll booths on the Chennai Bypass section. A public interest litigation has been filed before the
Madras High Court seeking quashing of this letter from NHAI. For further details, see the section Outstanding
Litigation and Material Developments Litigation involving MEP CB Litigation against MEP CB on page
463.

Project Operator

The Chennai Bypass Project is operated by our Subsidiary, MEP CB pursuant to a concession agreement dated
January 14, 2013 with NHAI (the MEP CB Concession Agreement). Our Company holds 100.00% of the
equity share capital of MEP CB. We have made an application dated September 21, 2013 to NHAI for transfer
of 4,900 shares of MEP CB held by our Company to MEP Toll Gates Private Limited.


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MEP CB has entered into a maintenance agreement dated August 16, 2013 with MHSPL pursuant to which
MHSPL will undertake maintenance and road repairing activities for the Chennai Bypass Project for an
aggregate consideration of ` 1,450 million. The term of this maintenance agreement is until May 13, 2022.
Further, MHSPL has entered into a maintenance agreement dated August 17, 2013 with A N Enterprises
Infrastructure Services Private Limited, pursuant to which MHSPL has sub-contracted to A N Enterprises
Infrastructure Services Private Limited the maintenance and road repairing activities for the Chennai Bypass
Project at estimated cost of ` 1,300 million. Additionally, in terms of this maintenance agreement, MHSPL is
required to pay to A N Enterprises 40% of the estimated contract price as a mobilisation advance. The term of
the maintenance agreement is until May 13, 2022.

Key Terms of the Concession

The Chennai Bypass Project has been granted to MEP CB for a period of nine years, commencing on May 14,
2013 and ending on May 14, 2022. In terms of the MEP CB Concession Agreement, MEP CB shall provide toll
collection and management facilities, routine and periodic maintenance facilities including road surface
overlays, rectify defects and deficiencies and replace and maintain certain facilities specified in the MEP CB
Concession Agreement, and has been granted a sole and exclusive right to collect toll charges from users of the
Chennai Bypass corridor. For further details of the MEP CB Concession Agreement, see the section
Description of Certain Key Contracts Concession Agreement dated January 14, 2013 between NHAI and
MEP CB on page 186.

Payment to the Authority

The amount payable to NHAI for the Chennai Bypass Project is ` 1,530 million for the first year of the
concession period, which will be increased at the rate of 10.00% every year as compared to the preceding year.
In terms of the MEP CB Concession Agreement, the contract amount for a particular year is payable to NHAI in
12 equal monthly instalments.

Debt Financing

MEP CB has availed a bank guarantee of ` 594 million from IDBI Bank Limited for furnishing performance
security for the Chennai Bypass Project. The bank guarantee will remain in force for a period of 36 months
from February 6, 2013. MEP CB has also availed a loan of ` 100 million from IDBI Bank Limited for part
financing the construction of new toll plaza, augmentation of existing toll plaza, various road, furniture for the
Chennai Bypass Project. This loan is repayable in 28 monthly instalments commencing after a moratorium of 3
months from the commercial operation date. As of August 31, 2014, the amount outstanding under this loan was
` 38.58 million.

For further details, see the section Financial Indebtedness on page 430.

5. RGSL Project, Maharashtra

Description

Under the RGSL Project, we undertake maintenance of, and collection of toll for, the RGSL which comprises of
two cable stayed bridges along with approaches with an eight lane divided carriageway having a total length of
5.00 km including approaches. The RGSL links Bandra in the Western Suburbs of Mumbai with Worli in South
Mumbai. The bridge is a part of the western freeway and provides a fast moving outlet from the island city to
the western suburbs in Mumbai.

Prior to the award of the RGSL Project, our Company undertook collection of toll at the RGSL toll plaza from
July 6, 2009 to February 5, 2014 pursuant to Short Term contracts with MSRDC and subsequent extensions
thereof.




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Project Operator

The RGSL Project is operated by our Subsidiary, MEP RGSL, pursuant to a contract dated January 29, 2014
(the RGSL Contract) with MSRDC. Our Company holds 100.00% of the equity share capital of MEP RGSL.

MEP RGSL has entered into a maintenance agreement dated January 29, 2014 with MEP HS pursuant to which
MEP HS will undertake maintenance activities for the RGSL Project for an aggregate consideration of ` 119.60
million. The term of this maintenance agreement is until January 28, 2017.

Key Terms of the Contract

The RGSL Project has been granted to MEP RGSL for a period of 156 weeks commencing on February 6, 2014
to February 2, 2017. In terms of the RGSL Contract, the scope of work for RGSL Project consists of: (i)
maintenance of the RGSL Project; and (ii) collection of toll in terms of the RGSL Contract. For further details
of the RGSL Contract, see the section Description of Certain Key Contracts Contract Agreement dated
January 29, 2014 between our Company, MEP RGSL and MSRDC on page 189.

Payment to Authority

In terms of the RGSL Contract, MEP RGSL is required to pay to MSRDC, for the first year of the RGSL
Contract, an upfront amount of ` 690 million in 12 equal monthly instalments, along with an additional one-
time payment of ` 5.00 million. The annual payment for the remaining Concession Period is subject to
escalation by 10.00% for the second year and 20.00% for the third year of the RGSL Project, to be paid in 12
equal monthly instalments for each year. Further, in terms the RGSL Contract, if the revenue generated from
toll collection is more than the revenue projected by MEP RGSL, the excess revenue shall be shared with
MSRDC as per the formula specified in the RGSL Contract.

Debt Financing

MEP RGSL has availed a loan of ` 190 million from Jankalyan Sahakari Bank Limited for payment of security
deposit and upfront charges to MSRDC against toll collection rights for the RGSL Project. This loan is
repayable in 33 unequal instalments commencing from June 2014 after a moratorium period of three months.
As of August 31, 2014, the amount outstanding under the loan was ` 186.58 million.

For further details, see the section Financial Indebtedness on page 430.

B. BOT Project

We currently operate one BOT project in Baramati, Maharashtra. The details of our ongoing BOT project are
set forth below:

Baramati Project, Maharashtra

Description

Under the Baramati Project, we undertake maintenance of, and collection of toll for, the Ring Road and bridges
in Baramati on a BOT basis. Baramati is a significant road junction of State Highway No. 10, State Highway
No. 66, State Highway No. 68 and Main District Road No. 65 in Maharashtra and has witnessed growth in
traffic as a result of population growth and increasing commercial activities. The construction of the four lane
Sakhali bridge on Karha River was completed by us in June 2012. We currently undertake toll collection
activities at five toll plazas situated at Morgaon, Neergaon, Patas, Bhigawan and Indapur in the Baramati
Project.





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Project Operator

The Baramati Project is being undertaken by our Subsidiary, BTPL pursuant to a concession agreement dated
October 25, 2010 with MSRDC (the BTPL Concession Agreement). BTPL has issued notices to MSRDC for
terminating the Baramati Project on account of delay in handing over the land for development by MSRDC and
has also sought termination payments under the BTPL Concession Agreement. However, the termination has
not yet taken effect and BTPL is continuing to operate the Baramati Project as on date. Our Company holds
99.54% of the equity share capital of Rideema Toll Private Limited which in turn holds 99.99% of the equity
share capital of BTPL. Rideema Toll Private Limited acquired 98.00% of the equity share capital of BTPL from
Pratibha Industries Limited and Kakade Infrastructure Private Limited pursuant to a share purchase agreement
dated January 20, 2011.

Key Terms of the Concession

The Baramati Project has been granted to BTPL for a term of 19 years and four months, commencing on
October 25, 2010 and ending on February 24, 2030. In terms of the BTPL Concession Agreement, BTPL is
required to provide toll collection and management facilities, routine and periodic maintenance facilities, rectify
defects and deficiencies and replace and maintain certain facilities specified in the BTPL Concession
Agreement including Ring Road and the bridges in Baramati and has the right to collect toll charges for the
above period. For further details of the BTPL Concession Agreement, see the section Description of Certain
Key Contracts Concession Agreement dated October 25, 2010 between MSRDC, Baramati Municipal Council
and BTPL on page 191.

Payment to the Authority, and towards acquisition

The total payment to MSRDC for the Baramati Project is ` 650 million and a concession fee of ` 100 to be paid
annually during the currency of the BTPL Concession Agreement. The amount of ` 650 million has been paid
to MSRDC by us in four unequal instalments. The consideration paid towards acquisition of BTPL was ` 10.10
million.

Debt Financing

BTPL has received a sanction for a loan of ` 594.10 million from Bank of Baroda to finance the Baramati
Project. The loan is repayable in 39 unequal quarterly instalments commencing in fiscal 2012 and ending in
2021. As of August 31, 2014, the amount outstanding under the loan was ` 553.83 million.

For further details, see the section Financial Indebtedness on page 430.

C. Toll collection projects

We operate 23 toll collection projects in various states including Maharashtra, Gujarat, Uttar Pradesh,
Karnataka, and Rajasthan. Out of the 23 toll collection projects that we operate, seven are Long Term Projects
and 16 are Short Term Projects.

Long Term toll collection projects

The details of our ongoing Long Term toll collection projects are set forth below:

1. Phalodi-Ramji Project, Rajasthan

Description

The Phalodi Pachpadra Ramji Ki Gol road project is one of the highway projects undertaken by RIDCOR in
Rajasthan. Under the Phalodi-Ramji Project, we undertake collection of toll at four toll plazas in the Phalodi
Pachpadra Ramji Ki Gol road corridor located at Kolu Pabuji village, Kelan Kot village, Bhooka Bhagat
Singh village and Naya Nagar village. The Phalodi Pachpadra Ramji Ki Gol road corridor is a 290 km long

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corridor that passes through Jodhpur and Barmer districts and connects to Kandla port in Gujarat. The bid
document for this project refers to this corridor as the shortest route from Kandla port to other states like
Punjab, Haryana, Himachal Pradesh and Jammu and Kashmir.

Project Operator

The Phalodi-Ramji Project is being undertaken by our Subsidiary, RVPL pursuant to a letter of license dated
September 16, 2010 (the RVPL Letter of License) with RIDCOR. Our Company holds 99.99% of the equity
share capital of RVPL.

Key Terms of the License

The Phalodi Ramji Project has been granted to RVPL for a term of five years, commencing on September 17,
2010 and ending on September 16, 2015. Under the RVPL Letter of License, RVPL is responsible for traffic
management at the toll plazas and for maintaining the toll plazas, including road portions of the plaza. For
further details of the RVPL Letter of License, see the section Description of Certain Key Contracts Letter of
License dated September 16, 2010 between our Company, RVPL and RIDCOR on page 193.

Payment to the Authority

The total payment to RIDCOR for this project is ` 2,035.07 million, out of which ` 1,500 million was paid to
RIDCOR as an upfront payment and the remaining amount is required to be paid in 60 monthly instalments in
accordance with the RVPL Letter of License.

Debt Financing

RVPL has availed a loan of ` 1,500 million from IDFC Limited for making upfront payment to RIDCOR
towards tolling rights on the Phalodi-Ramji Project. This loan is repayable in 112 unequal fortnightly
instalments commencing from November 15, 2010. As of August 31, 2014, the amount outstanding under the
loan was ` 447.41 million.

For further details, see the section Financial Indebtedness on page 430.

2. IRDP Solapur Project, Maharashtra

Description

The Solapur road project is one of the highway projects initiated by MSRDC in Maharashtra. Solapur lies on
the border of Maharashtra and Karnataka. Solapur is known for its textile industries and is an important junction
falling on routes to various religious places such as Pandharpur, Gangapur, Akkalkot and Tulzapur. Under the
IRDP Solapur Project, we undertake collection of toll at four toll plazas located at Solapur Hotgi Road,
Solapur Barshi Road, Solapur Degaon Mangalweda Road and Solapur Akkalkot Road.

Project Operator

The IRDP Solapur Project is operated by our Subsidiary, MEP Solapur, pursuant to a contract agreement dated
January 1, 2013 with MSRDC (the IRDP Contract). Our Company holds 99.98% of the equity share capital of
MEP Solapur.

Key Terms of the Contract

The IRDP Solapur Project has been granted to MEP Solapur for a period of 156 weeks commencing on January
2, 2013 and ending on December 30, 2015. Under the IRDP Contract, MEP Solapur is responsible for
maintaining the toll plazas, including road portions of the plaza. For further details, see the section Description
of Certain Key Contracts Contract Agreement dated January 1, 2013 between our Company, MEP Solapur
and MSRDC on page 195.

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Payment to the Authority

The total payment to MSRDC for the IRDP Solapur Project is ` 208 million, to be paid in three equal annual
instalments.

Debt Financing

MEP Solapur has availed a loan of ` 63.75 million from Dombivli Nagari Sahakari Bank Limited for financing
the IRDP Solapur Project. This loan is repayable in 12 equated monthly instalments commencing from the
month of the disbursement of the loan. As of August 31, 2014, the amount outstanding under the loan was `
30.02 million.

For further details, see the section Financial Indebtedness on page 430.

3. Vidyasagar Setu Project, West Bengal

Description

Under the Vidyasagar Setu Project, we undertake collection of toll at the 18 lane toll plaza at Vidyasagar Setu.
Vidyasagar Setu (commonly known as the Second Hooghly Bridge), is a bridge over the Hooghly River in West
Bengal. It links the city of Howrah to Kolkata.

Project Operator

The Vidyasagar Setu Project is operated by our Subsidiary, RTBPL, pursuant to a tripartite agreement dated
January 24, 2014 between our Company, RTBPL and HRBC (the VS Tripartite Agreement). Our Company
and HRBC have entered into an agreement dated January 24, 2014 (the Vidyasagar Setu Agreement) and our
Company has in turn executed an inter-se agreement dated January 24, 2014 with RTBPL (the VS Inter-se
Agreement, and together with the Vidyasagar Setu Agreement and the VS Tripartite Agreement, the
Vidyasagar Setu Agreements). Our Company holds 99.99% of the equity share capital of RTBPL.

Key Terms of the Contract

The Vidyasagar Setu Project has been granted to RTBPL a period of five years commencing on September 1,
2013 and ending on August 31, 2018. In terms of the Vidyasagar Setu Agreements, RTBPL is entitled to collect
the toll from vehicles seeking entry or exit through the toll site at the Vidyasagar Setu on National Highway no.
117 and for handling, operation, maintenance, renewing and renovation, upgrading of existing electronically
operated toll collection system. For further details, see the section Description of Certain Key Contracts
Agreement dated January 24, 2014 between our Company, RTBPL and HRBC on page 198.

Payment to the Authority

The total payment to HRBC for the Vidyasagar Setu Project is ` 2,610 million, to be paid in five equal
instalments over a period of five years out of which ` 522 million was paid to HRBC as an upfront payment and
the remaining amount is required to be paid in four equal instalments annually in advance.

Debt Financing

RTBPL has availed a term loan of ` 400 million and a bank guarantee of ` 1,566 million from Allahabad Bank
for financing part of the yearly upfront payment to be made to HRBC for the Vidyasagar Setu Project, to meet
the cost of upgradation of the toll collection system and assuring payment of balance amount to HRBC by
RTBPL under the Vidyasagar Setu Agreements. The term loan is repayable from the third tranche in 12 equal
monthly instalments commencing from the month of disbursement. As of August 31, 2014, the amount
outstanding under the loan was ` 67.71 million. The bank guarantee is valid for 63 months from September
2013 till November 2018.

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For further details, see the section Financial Indebtedness on page 430.

4. Rajiv Gandhi Salai Project, Tamil Nadu

Description

Rajiv Gandhi Salai, previously known as the IT corridor, is an important road in Chennai, housing major IT and
BPO companies and educational institutions, extending from Madhya Kailash Temple Junction to Siruseri, in
Chennai. Under the ITEL Project, we have been appointed as service agency for toll collection at Rajiv Gandhi
Salai, Chennai, Tamil Nadu.

Project Operator

The ITEL Project is operated by our Company pursuant to a contract agreement dated March 4, 2014 with IT
Expressway Limited (the ITEL Contract).

Key Terms of the Contract

The ITEL Project has been granted to our Company for a term of three years, commencing on March 8, 2014
and ending on March 7, 2017. Under the ITEL Contract, our Company provides toll collection service for the
toll plazas located at Rajiv Gandhi Salai in Chennai. For further details of the ITEL Contract, see the section
Description of Certain Key Contracts Agreement dated March 4, 2014 between our Company and ITEL on
page 197.

Payment under the contract

Our Company is entitled to a contract price of approximately ` 14.62 million for the first year under the ITEL
Contract. This contract price is subject to escalation at the rate of 5.00% per annum during each subsequent
year, during the term of the ITEL Contract.

Debt Financing

Our Company has not availed any loan for the ITEL Project.

5. Mahua Hindaun Karauli Project, Rajasthan

Description

The Mahua Hindaun Karauli Project is one of the highway projects undertaken by RSRDC in Rajasthan.
Under the Mahua Hindaun Karauli Project, we undertake toll collection activities at two toll plazas in the
Mahua Hindaun Karauli road corridor located near Phulwada and near Gazipur. The Mahua Hindaun
Karauli road corridor is an approximately 165 km long corridor that connects the semi urban centres of the
region which include Hindaun City, Gazipur and Gangapur. It also provides connectivity to NH 11 and NH
11B. The Mahua side connects to Jaipur and Bharatpur, major business and tourist centres of India.

Project Operator

The Mahua Hindaun Karauli Project is being undertaken by our Company pursuant to an agreement dated
January 11, 2013 with RSRDC (the Mahua Hindaun Karauli Agreement).

Key Terms of the Agreement

The Mahua Hindaun Karauli Project has been granted to our Company for a term of 21 months,
commencing on January 24, 2013 and ending on October 23, 2014. Under the Mahua Hindaun Karauli
Agreement, our Company is entitled to collect toll at the toll plazas and is responsible for maintaining the toll

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plazas. For further details of the Mahua Hindaun Karauli Agreement, see the section Description of Certain
Key Contracts Agreement for collection of toll dated January 11, 2013 between our Company and RSRDC
on page 200.

Payment to the Authority

The total payment to RSRDC for Mahua Hindaun Karauli Project is ` 146. 83 million. Out of the total
payment, an amount of ` 25.69 million constituting 17.50% has been paid to RSRDC before the start of toll
collection and the remaining is payable in 20 monthly instalments starting on January 24, 2013.

Debt Financing

Our Company had availed a loan of ` 53.82 million from TJSB Sahakari Bank Limited to part finance the
payment to be made to RSRDC towards toll collection for the Mahua Hindaun Karauli Project. As of
August 31, 2014, the loan has been repaid.

6. Kini Tasawade Project, Maharashtra

Description

The Satara Kolhapur section of the National Highway no. 4 has been given by NHAI to MSRDC for
implementation of four-laning, construction of flyovers, bridges, etc. which will reduce traffic congestion at
various towns and junctions on the section. Under the Kini Tasawade Project, we undertake collection of toll at
two toll plazas located near Kini and Tasawade, which are located at the Satara Kolhapur section of the
National Highway no. 4.

Project Operator

The Kini Tasawade Project is operated by our Subsidiary, RTIPL, pursuant to a contract agreement dated
September 5, 2014 with MSRDC (the Kini Tasawade Contract). Our Company holds 99.99% of the equity
share capital of RTIPL.

Key Terms of the Contract

The Kini Tasawade Project has been granted to RTIPL for a period of 104 weeks commencing on May 29, 2014
and ending on May 26, 2016. Under the Kini Tasawade Contract, RTIPL is responsible for maintaining the toll
plazas, including road portions of the plaza. For further details, see the section Description of Certain Key
Contracts Contract Agreement dated September 5, 2014 between our Company, RTIPL and MSRDC on
page 201.

Payment to the Authority

The total payment to MSRDC for the Kini Tasawade Project is ` 2,270.70 million, to be paid in upfront
monthly instalments. Further, in terms the Kini Tasawade Contract, if the revenue generated from toll collection
is more than the income projected by RTIPL, the excess revenue shall be shared with MSRDC as per the
formula specified in the Kini Tasawade Contract.

Debt Financing

RTIPL has availed a term loan of ` 260 million and a bank guarantee of ` 220.80 million from Bank of India to
fund the cost of the Kini Tasawade Project. ` 85 million of the term loan is repayable in first 21 months by
way of unequal monthly instalments after initial moratorium of 1 month out of the surplus generated from
revenue and ` 175 million, which has been advanced for the purpose of funding the cost of the project, is
repayable at the end of 30 months or on receipt of security deposit from MSRDC, whichever is earlier from the
date of first drawdown. As of August 31, 2014, the amount outstanding under the loan was ` 261.55 million.
The bank guarantee is valid for a period of two years.

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For further details, see the section Financial Indebtedness on page 430.

7. Kalyan Shilphata Project, Maharashtra

Description

The Bhiwandi Kalyan Shilphata Road is one of the major links connecting the Mumbai Pune Highway
(National Highway No. 4) at Shilphata and the Mumbai - Nashik Highway (National Highway No. 3) at
Bhiwandi in Maharashtra. Under the Kalyan Shilphata Project, our Company undertakes collection of toll at
two toll plazas located at Katai and Gove on the Bhiwandi Kalyan Shilphata section on State Highway No.
40. The Bhiwandi Kalyan Shilphata road corridor is an approximately 21.06 km long corridor that connects
cities / towns of Kalyan, Dombivali and Bhiwandi.

Project Operator

The Kalyan Shilphata Project is operated by our Company pursuant to as agreement dated September 26, 2013
with MSRDC (the Kalyan Shilphata Contract).

Key Terms of the Contract

The Kalyan Shilphata Project has been granted to our Company for a period of 156 weeks commencing on
September 27, 2013 and ending on September 23, 2016. Under the Kalyan Shilphata Contract, our Company is
entitled to collect toll at the toll plazas situated at Katai and Gove. Under the Kalyan Shilphata Contract, our
Company is also responsible for maintaining the toll plazas. For further details of the Kalyan Shilphata
Contract, see the section Description of Certain Key Contracts Contract Agreement dated September 26,
2013 between our Company and MSRDC on page 203.

Payment to the Authority

The total payment to MSRDC for Kalyan Shilphata Project is ` 633.60 million. Further, in terms the Kalyan
Shilphata Contract, if the revenue generated from toll collection is more than the revenue projected by our
Company, the excess revenue shall be shared with MSRDC as per the formula specified in the Kayan Shilphata
Contract.

Debt Financing

Our Company has availed a loan of ` 95.00 million from Kalyan Janata Sahakari Bank Limited which has been
utilised to finance the Kalyan Shilphata Project. This loan is repayable in 35 unequal monthly instalments
commencing after one month from the date of first disbursement. As of August 31, 2014, the amount
outstanding under the loan was ` 75.85 million. For further details, see the section Financial Indebtedness on
page 430.

Short Term toll collection projects

The details of our ongoing Short Term toll collection projects are set forth in the table below:

Sr. No. Name of the Project Term Client Description of the
Project
Payment to
Authority
1. Bankapur Toll Plaza,
Karnataka
January 3, 2014 to
January 2, 2015
NHAI Collection of toll at
Bankapur toll plaza for
the Gabur Devgiri
section (from km
404.000 to km 340.000)
of the National Highway
No. 4

` 340.20 million to
be paid in weekly
instalments of
approximately `
6.52 million per
week
2. Brijghat Toll Plaza, Uttar January 4, 2014 to NHAI Collection of toll at ` 294.30 million to

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Sr. No. Name of the Project Term Client Description of the
Project
Payment to
Authority
Pradesh January 3, 2015 Brijghat toll plaza for
the Hapur
Garmuketeswar section
(from km 58.000 to km
93.000) of the National
Highway No. 24
be paid in weekly
instalments of `
5.64 million
3. Usaka / Chamari (Usaka)
Toll Plaza, Uttar Pradesh
January 28, 2014 to
January 27, 2015
NHAI Collection of toll at
Usaka / Chamari
(Usaka) for the section
(from km 220.000 to km
260.713) on the National
Highway No. 25 and the
Bara Orai section
(from km 421.000 to km
449.000) on National
Highway No. 25 & 2
` 406.80 million to
be paid in weekly
instalments of `
7.80 million
4. Tundla Toll Plaza, Uttar
Pradesh
March 19, 2014 to March
18, 2015
NHAI Collection of toll at
Tundla toll plaza for the
Tundla Makhanpur
section (from km
219.000 to km 250.500)
of National Highway
No. 2
` 450.00 million to
be paid in weekly
instalments of `
8.63 million
5. Dankuni Toll Plaza, West
Bengal
March 19, 2014 to March
19, 2015
NHAI Collection of toll at
Dankuni toll plaza for
the Palsit Dankuni
section (from km
587.853 to km 651.602)
of National Highway
No. 2
` 650.70 million to
be paid in weekly
instalments of `
12.48 million
6. Athur Toll Plaza, Tamil
Nadu
March 24, 2014 to March
23, 2015
NHAI Collection of toll at
Athur toll plaza for the
Tambaram
Tindivanam section
(from km 74.500 to km
121.000) of National
Highway No. 45
` 450.00 million to
be paid in weekly
instalments of `
8.63 million
7. Palsit Toll Plaza, West
Bengal
March 24, 2014 to March
24, 2015
NHAI Collection of toll at
Palsit toll plaza for the
Budbud Palsit section
(from km 525.853 to km
587.853) of National
Highway No. 2
` 666.00 million to
be paid in weekly
instalments of `
12.77 million
8. Panikholi Toll Plaza,
Odisha
March 25, 2014 to March
25, 2015
NHAI Collection of toll at
Panikholi toll plaza for
the Bhadrak Chetia
section (from new
chainage 191.698 (from
km 53.124 to km
123.124 (new chainage
km 227.000 to km
157.000)) of National
Highway No. 5
` 346.50 million to
be paid in weekly
instalments of `
6.65 million
9. Paduna Toll Plaza,
Rajasthan
April 5, 2014 to April 4,
2015
NHAI Collection of toll at
Paduna toll plaza for the
Udaipur Kherwada
section (from km
278.000 to km 348.000)
of National Highway
No. 8
` 567.00 million to
be paid in equal
weekly instalments
10. Tendua Toll Plaza, Uttar
Pradesh

July 22, 2014 to October
22, 2014

NHAI Collection of toll at
Tendua toll plaza for the
Gorakhpur Bypass
section (from km
251.700 to km 279.800)
of National Highway
No. 28
` 0.77million to be
paid daily

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Sr. No. Name of the Project Term Client Description of the
Project
Payment to
Authority
11. Dasna Toll Plaza, Uttar
Pradesh
May 1, 2014 to April 30,
2015
NHAI Collection of toll at the
Dasna toll plaza for the
Ghaziabad Hapur
section (from km 27.640
to km 48.6384) and the
Hapur bypass section
(from km 48.63864 to
km 60.000) of the
National Highway No.
24

` 175.50 million to
be paid in weekly
instalments of
approximately `
3.37 million
12. Alwar Bhiwadi, Rajasthan July 1, 2014 to March 31,
2015
RIDCOR Collection of toll for the
Alwar Bhiwadi section
(from km 140.000 to km
180.000) and at Tijara
and Bhiwadi (for km
180.000 to km 225.000)
of the State Highway
No. 25
` 254.12 million
13. Chirle Toll Plaza and
Karanjade Toll Plaza,
Maharashtra

August 13, 2014 to
November 12, 2014

MJPRCL Collection of toll at toll
plazas near Chirle
village and Karanjade
village for the section
(from km 5.000 to km
26.987 and from km
0.000 to km 4.440) of
National Highway No.
4B and section (from km
106.000 to km 109.500)
of National Highway
No. 4
` 1.94 million to
be paid daily
14. Alwar Sikandra, Rajasthan July 18, 2014 to March
31, 2015

RIDCOR Collection of toll at
Banganga bridge for the
section (from km 0 to
km 20) and at Mahwa
Khurd village for the
section (from km 20 to
km 77) of the Alwar
Sikandra section
` 117.96 million
(i.e. ` 0.46 million
daily)
15. Gaurau Toll Plaza, Uttar
Pradesh
July 22, 2014 to July 22,
2015
NHAI Collection of toll at
Gaurau toll plaza for the
Shikonabad Etawah &
Etawah Bypass section
(from km. 250.500 to
km 321.100) of National
Highway No. 2
` 504.00 million to
be paid in weekly
instalments of `
9.67 million
16. Surajbari Toll Plaza,
Gujarat
September 21, 2014 to
September 20, 2015
NHAI Collection of toll at
Surajbari toll plaza for
the Garamore
Samakhiyali section
(from km 254.537 to km
307.034) of National
Highway No. 8A in
Gujarat.
` 617.40 million

Business Development

We procure and enter into contracts primarily through the process of competitive bidding. Our business
development team tracks newspaper reports as well as the official websites of various authorities and
government project tender aggregators where details of potential projects are typically listed. Subsequently, the
prospective tenders are sourced from the relevant issuing authorities such as NHAI, state public works
departments and road development corporations. We also source project tenders from private entities involved
in BOT projects who are looking to sublet the toll collection and maintenance activities for their balance
concession periods.


174
The business development team reviews the request for proposal and request for qualification documents and
prepares list of queries for the pre-bid meeting, if any. The tender documents procured are initially evaluated by
the heads of business development, survey, finance and operations departments who determine whether a
particular project should be pursued based on review of various parameters including the projects scale of size
and scope of work, potential profitability, geographic location, etc. Upon obtaining the initial internal clearance
to proceed with the bid, the business development team also mobilises the accounts, legal and human resources
departments in order to obtain various bid related inputs and documents required for preparation of technical
and financial bids. This mainly includes detailed traffic and revenue estimation studies and maintenance
activities studies, which are conducted by both in-house and/or external teams, A detailed bid presentation is
made to the Vice Chairman and Managing Director of our Company, Jayant D. Mhaiskar and Murzash
Manekshana, the Executive Director of our Company, who take the final decision on the bids to be made.
Necessary documents as well as fees and earnest money deposit, as required, are submitted in accordance with
the prescribed bidding procedure.

If the contract is awarded to us, all necessary steps are taken for procurement of letter of acceptance and
execution of various agreements. In case the contract is not awarded, application for refund of earnest money
deposit is made.

Upon receipt of the letter of acceptance, the business development team co-ordinates with the finance
department for arranging the performance security required to be paid for the project and with the legal and
secretarial departments for the execution of the contract. Simultaneously, the operations and human resource
departments are mobilised to commence the successfully bid projects in an efficient and timely manner.

Traffic Survey Methodology and Revenue Forecasting

We have in-house experience in the areas of traffic survey and prediction of traffic volumes and patterns across
different locations. We have an experienced traffic survey department consisting of 29 members as of August
31, 2014. Our traffic survey team has conducted surveys on various national highways, state highways,
expressways, tolling projects, bypasses and bridges in various states in India where we have projects.

Our traffic survey department identifies key parameters including the location, permissions and approvals
required, schedule and resources in respect of each survey prior to commencement of the actual survey.
Standardized survey forms and information sheets are used for collection of all ancillary and secondary data
relevant for traffic survey, project feasibility and revenue forecasting. This information collected include
information regarding toll plazas, lanes/booths, project infrastructure, surrounding villages and towns, business
and professions of local population, agricultural products, seasonality impacts and possible revenue leakages.
There are survey managers present at all survey locations to monitor the entire survey activity who conduct
random checks at regular intervals to ensure the accuracy of the survey. The survey forms are collected by the
survey managers on an hourly basis, thus avoiding any potential to normalize or alter any survey data. The
survey data is reviewed by a team at our head office and is validated for revenue forecasting.

The Average Daily Traffic (ADT) of various identified vehicle categories is derived from the survey data and
is used as a basis for revenue forecasting. Projections of revenue are prepared based on factors such as trends in
traffic counts, terms and conditions of request for proposal, fee notification and amendments, survey data,
possible seasonal variations, photographs, maps, geographical location and historical information, if available.

Toll rates, if not prescribed by the authority, are calculated based on formulas provided in the government
notifications and applied to revenue projections. The final revenue model is thereafter discussed and finalized
by the senior management for the purpose of bidding.

Toll Operation and Collection Process

Toll Operation Process:

Toll plazas primarily comprise of toll booths, a point of sale (POS) counter where monthly passes, discount
coupons, ETC tags and journey based cards are issued and an administrative office which supports and controls

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the collection activities. Every toll plaza is governed by the toll rates prescribed for different vehicle classes
under the respective contract and compliance with the specified toll rates is monitored by the manager deployed
at the toll plaza. The toll plazas are typically operated in shifts, taking into account factors like specific project
requirements (if any), operational convenience and employee satisfaction.

Bio-metric verification is used for recording staff attendance and toll booths are allocated through an employee
resource planning software. Available modes of payment typically include single journey ticket, return journey
ticket, daily and monthly passes, and journey based coupons / cards, any of which can be selected by the users.
The systems used for toll collection include: (i) a semi automatic toll collection system wherein the toll operator
ensures that the receipt generated pertains to the right class of vehicle; (ii) an automated vehicle classification
system which identifies the class of the vehicles with the help of sensors; (iii) an electronic toll collection
system which is a fully automated RFID technology based toll collection system; and (iv) a smart card based
electronic toll collection system. For details, see Information Technology below.

Collection Process:

The supervisor collects cash from each toll booth every three hours. At the end of the shift, the toll operator
declares the last cash in hand as well as coupons collected and cancellation details, if any, at the administrative
office. The person in-charge of the shift enters all details provided and generates a shift master report. At the
end of his shift, the person in-charge of the shift also prepares a sale report of the POS counter as well as a final
cash slip detailing booth wise intermediate and final collection.

At the toll plazas in Mumbai, cash collected is transported in the presence of appropriate security and insurance
to the cash office, where it is counted and verified against the final cash slip. At the toll plazas at other
locations, cash is either deposited by toll officials in the bank or directly collected by the bank.

Information Technology

We have partnered with various technology and software providers and have installed modern technologies and
deployed newer tools across various projects.

Toll Management Systems:

Payments at the toll plazas, both electronic as well cash payment, are processed through a semi-automated or a
fully-automated toll collection system, depending on complexity of the project and the infrastructure provided
by the government authority. We have installed toll management systems at all of our toll collection projects
and five OMT projects. Both these systems collect and store traffic and payment data, thereby reducing the need
for manual operation. A semi-automated system consists of revenue collection software desktop, barrier gate,
smart cards and monitoring cameras and a fully automated system includes equipments such as vehicle counting
classifier, vehicle audit system, communication channels and traffic control equipment in addition to all the
components of a semi-automated system.We also have established security systems and equipment at our toll
booths including modern video and image capturing equipment to minimize cash pilferage.

RFID Technology Based Electronic Toll Collection System and Smart Cards:

We have established an RFID technology based electronic toll collection system (ETC) at the RGSL toll
plaza in Mumbai, the Vidyasagar Setu Project and at four toll plazas forming part of the Mumbai Entry Points
Project. We are in the process of implementing the same at the remaining one toll plaza of the Mumbai Entry
Points Project. As of August 31, 2014, we had over 22,000 customers enrolled in the RFID based ETC system
at our projects. The RFID technology based ETC system senses the tag mounted on the windshield of the users
vehicle and deducts the toll fee from the prepaid amount as per the toll fee notification of the project. The RFID
tag cannot be tampered with and comes with self-destructive properties which ensure that the tag becomes
unusable in the event of any attempt to tamper the same. The benefits of RFID technology based ETC include
reduced transaction time and cashless payment.


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We also have the smart card based ETC system which enables the users to make payments through prepaid
smart cards at some of our projects including, the Mumbai Entry Points Project, Chennai Bypass Project,
Hyderabad-Bangalore Project, Madurai-Kanyakumari Project, RGSL Project, the Dankuni toll plaza in West
Bengal and the Kalyan-Shilphata Project.

ETC systems reduce cash management resulting in revenue enhancement as well as improved transparency in
the amount of toll collected. ETC systems also help in reducing the clearing time for vehicles at the toll stations
thereby improving operational efficiency.

Vehicle Identification Systems:

We make use of video and image capturing equipment and automatic vehicle identification based on in-
road/infrared sensors for identifying the categories of vehicles for the purpose of determining the applicable toll
rate. We deploy infrared based toll revenue audit systems at some of our projects, including toll plazas for the
Mumbai Entry Points Project and the RGSL toll plaza and undertake video-based monitoring of the operations
at the projects through a centralised control room at our head office.

Weight Based Tolling Systems:

We use weight based tolling system for our OMT contracts with NHAI with the help of weighing in motion
devices that are designed to capture and record axle weights and gross vehicle weights as vehicles drive over a
measurement site. Weighing in motion systems do not require the vehicle to stop and are capable of measuring
vehicles that are travelling at a reduced or normal traffic speed, thereby improving the efficiency of the
weighing process.

Systems for Back Office Management and Support Functions:

We also have enterprise resource planning solutions for back office management and support functions. We
currently use Microsoft Project as tool to track and review activities in highway maintenance. We are also
evaluating options for, and in discussions with, certain service providers with respect to implementing newer
systems for highway management.

Employees

We believe that a team of committed and motivated employees is a key competitive advantage and will benefit
us in our future growth and expansion. As of August 31, 2014, we had 3,798 employees, of which 3,518
employees were engaged as toll operational staff, and the balance 280 employees include employees at our head
office and those engaged in toll management and operation and maintenance activities for our OMT and BOT
projects. 1,651 employees were on the rolls of our Company, and the balance were employed by our
Subsidiaries. Further, as of August 31, 2014, we also had 1,132 individuals on contract basis working at
different toll plazas, who had been hired through various agencies.

Our recruitment policy aims at enriching our talent pool by acquiring skill and functional expertise. This policy
is implemented through training and induction for new employees as well as leadership training programmes for
certain categories of employees undertaken by our training department.

We conduct appraisals for employees who have completed a period of at least six months of employment with
us and award promotions to candidates based on such appraisals. We also provide loans as well as medical re-
imbursements to certain employees in accordance with our policies.

None of our employees are part of any trade union. We believe that we have a satisfactory working relationship
with our employees and we have not experienced any significant labour disputes in the past.





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Competition

Since all of our projects are awarded through competitive bidding process, the competition for each contract
depends upon the parties who would pre-qualify to bid for such projects. We are subject to intense competition,
both in relation to toll management and OMT contracts. For toll management, in addition to certain large-scale
players having a national presence, we compete with local players who also bid for toll contracts. For OMT
projects, we compete with those bidders who have achieved BOT or OMT pre-qualification of the relevant
authority. For details, see the section Industry Overview Competitive Assessment in Toll Collection and
Omt on page 142.

Insurance

Our Company has obtained standard fire and special perils insurance policies for most of our projects to cover
risks including loss or damage from fire, flood, theft, riots, landslide, storm, impacts from vehicles and other
accidents, caused to operational roads, toll plazas and toll booths forming part of a project. We have also
obtained add-on insurance covers for some of our projects for loss or damage resulting from earthquakes and
acts of terrorism. Further, we have obtained money insurance for all of our projects which cover risk of loss of
money at the project premises as well as risk of loss of money during transit. We have also obtained employee
compensation insurance policies for certain categories of our employees including Companys clerical and
supervisory staff, employees engaged in collection of toll and sub-contractors staff.

We also have general public liability insurance policies for all our OMT projects and our BOT project at
Baramati, which provide us with indemnity against legal liability to pay damages to third parties claims for
bodily injury or damage to property caused by an accident.

The insurance policies are usually renewable in accordance with normal industry practice and are subject to
terms, conditions and warranties specified in the policies.

Intellectual Property

We have applied for registration of trademarks for the name as well as logo of our Company under various
classes on September 26, 2013. We have also applied for registration of trademarks for the logos of our
Company as well as six of our Subsidiaries, being RTRPL, RTBPL, RVPL, BTPL, MIPL and RTPL, under
various classes on October 10, 2013. These applications are currently pending. For details, see the section Risk
Factors We have not registered the trademarks used by us for our business and our inability to obtain or
maintain these registrations may adversely affect our competitive business position on page 38.

Property

We own our Registered Office premises situated at A412, boomerang, Chandivali Farm Road, Near Chandivali
Studio, Andheri (East), Mumbai 400 072.

Pursuant to the BTPL Concession Agreement, BTPL has entered into a lease deed dated May 10, 2012 with
MSRDC (the Lease Deed) under which, BTPL has been granted a plot admeasuring 8 hectares 42 R in
Baramati (the Leased Premises), which form part of the Baramati Project, for a period of 93 years from the
date of the Lease Deed. The Lease Deed is valid for an initial period of 30 years to be renewed for a further
term of 30 years which will thereafter be renewed for the remaining term of 33 years. In terms of the Lease
Deed, BTPL has the right to use the Leased Premises for commercial purposes including the right to build,
manage and operate any building or any permanent structures on the Leased Premises. BTPL is required to pay
a rent of Re. 1 per square meter per year to MSRDC for the Leased Premises. BTPL has issued notices to
MSRDC terminating the Baramati Project on account of delay caused by MSRDC in handing over possession
of the Leased Premises. However, MSRDC has not yet accepted the termination notices and accordingly the
termination process has not been completed. For further details, see the section Risk Factors We may have to
incur losses for the Baramati Project in the event the termination is not accepted by the authority on page 34.


178
We also occupy properties on leave and license basis at some of our project locations for providing residential
accommodation to our employees from time to time. These leave and license arrangements are typically for a
period of one year.






179
DESCRIPTION OF CERTAIN KEY CONTRACTS
The following is a summary of certain key contracts entered into by us in relation to our business. The
descriptions of the agreements are not, nor do they purport to be complete summaries of all terms or terms
customarily found in such agreements.

A. OMT projects

Mumbai Entry Points Project

1. Contract Agreement dated November 19, 2010 between our Company, ITIPL, MIPL and MSRDC

Our Company, ITIPL, MIPL and MSRDC have entered into a contract agreement dated November 19, 2010
(the Mumbai Entry Points Contract) in connection with the securitization of the five Mumbai Entry Points on
the Sion-Panvel Highway, the Western Express Highway corridor, the Eastern Express Highway corridor, the
Lal Bahadur Shashtri Marg corridor and the Airoli Bridge corridor (the Mumbai Entry Points). Under the
Mumbai Entry Points Contract, MIPL is responsible for:

a) operation and maintenance of five Mumbai Entry Points along with 27 flyovers and certain allied
structures such as bridges, underpasses, foot over-bridges, cross drainage works and pavements on the
SionPanvel Highway, Western Express Highway corridor, Eastern Express Highway corridor, Lal
Bahadur Shashtri Marg corridor and Airoli Bridge corridor in Mumbai;

b) collection of toll at all five Mumbai Entry Points;

c) capacity augmentation at Mulund and Vashi which includes construction of additional lanes and toll
plazas at Mulund and construction of a staggered toll plaza at Vashi; and

d) landscaping and beautification of space below the existing flyover.

The term of the Mumbai Entry Points Contract is for a period of 16 years commencing on November 20, 2010
(the Concession Period).

Obligations of MIPL

In terms of the Mumbai Entry Points Contract, an amount of ` 21,000 million has been paid by MIPL towards
securitisation of the Mumbai Entry Points Project as a non-refundable upfront payment. If after five years from
the commencement date, the revenue generated from toll collection is more than the revenue projected by
MIPL, the excess revenue shall be shared in equal proportion with MSRDC.

MIPL has provided an upfront money performance security by way of a bank guarantee of ` 375 million which
is valid for a period of five years. Further, MIPL has also provided bank guarantee of ` 250 million as operation
and maintenance performance security which is valid for the duration of the Concession Period and two years
thereafter. MIPL has also provided a bank guarantee for ` 12.50 million per corridor totalling to ` 62.50 million
as security for performance of maintenance activities. The bank guarantee amount shall be increased by 15.00%
every three years till the end of the Concession Period. MIPL has provided performance security in the form of
a demand draft of ` 70 million, with an annual increase of 7.00%, for maintenance activities which is valid till
the end of the Concession Period.

In terms of the Mumbai Entry Points Contract, MIPL is also required to make certain payments such as:

a) Annual upfront payment to MSRDC for fees to independent engineer as mutually decided by MSRDC
and MIPL;

b) Annual upfront payment of ` 1.20 million to MSRDC for undertaking supervision activities, which is
subject to an annual increase of 10.00% till the end of Concession Period;

180

c) One time upfront payment of ` 5 million to MSRDC for undertaking beautification / landscaping work
paid at the time of issuance of the commencement order; and

d) One time upfront payment of ` 10 million to MSRDC for undertaking feasibility study and other
studies paid at the time of issuance of the commencement order.

MIPL has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Mumbai Entry
Points projects, ensure that the performance security is valid and enforceable at all times during the Concession
Period, maintain insurance cover during the operating period, indemnify MSRDC against any and all suits,
claims, proceedings, actions for any loss, damage, cost and expense of whatever kind and nature arising out of
breach by MIPL of any of its obligations under the Mumbai Entry Points Contract and against all losses and
claims in respect of death of or injury to any person or loss of or damage to any property which have arisen out
of OMT activities and to upgrade the tolling facilities as suggested by MSRDC.

In terms of the Mumbai Entry Points Contract, MIPL is required to maintain an escrow account wherein all
loans availed by MIPL from financial institutions and toll collected by MIPL shall be exclusively deposited.
The amount kept in the escrow account shall be appropriated on a monthly basis for, inter-alia, payment of all
taxes due and payable by MIPL, provision of debt service payments, operation and maintenance expenses and
amounts due to MSRDC.

MIPL can sub-contract any part of the work with the prior approval of the independent engineer appointed by
MSRDC, and shall be liable for acts of its sub-contractors. In terms of the Mumbai Entry Points Contract, our
Company and ITIPL were required to hold a minimum of 51.00% of the subscribed and paid up equity share
capital of MIPL till the amount of ` 21,000 million was paid, which amount has already been paid by way of
upfront payment. MIPL shall ensure that our Company holds a minimum of 26.00% of subscribed and paid up
equity share capital of MIPL during the Concession Period. Further, prior approval of MSRDC is required for
undertaking/permitting any change in ownership, including any material variation in the proportion of the
equity holding of either our Company or ITIPL during the Concession Period.

Toll rate

MIPL is entitled to collect toll till November 19, 2026 as per the rates mentioned in the notification (no. PSP-
2002/CR-155/Roads-9) dated September 27, 2002 issued by the Government of Maharashtra, which provides
for a pre-fixed increase in toll rates.

Liquidated damages and penalties

The Mumbai Entry Points Contract requires MIPL to pay liquidated damages at the rates specified in the
Mumbai Entry Points Contract for its failure in performing maintenance activities (such as maintenance and
cleaning of flyovers, bridges, underpasses, foot over bridges), undertaking structural repairs and replacement of
structures, landscaping and beautification activities. The liquidated damages prescribed for these activities range
from ` 1,000 per day to ` 25,000 per day. Further, MIPL is also required to pay liquidated damages for delay in
completion of various milestones set in the Mumbai Entry Points Contract ranging from ` 200,000 per week to
` 1,000,000 per week. In terms of the Mumbai Entry Points Contract, MSRDC has the right to encash the
performance security and appropriate the proceeds thereof as damages for any default of MIPL. Under the
Mumbai Entry Points Contract, the defect liability period for all routine and periodic maintenance work is five
years, 10 years for replacement of expansion joints and 20 years for replacement of bearings. MSRDC is
entitled to extend the defect liability period up to a maximum of two years, if the project facilities cannot be
used for their intended purpose by reason of any defect or damage.

In the event MIPL commits fraud in collection of toll it has to pay a penalty of 100 times the excess amount
chargedsubject to a minimum of ` 10,000 for the first instance of the fraud and MIPL shall be required to pay
300 times the extra amount charged subject to a minimum of ` 30,000 for any subsequent instances of such
fraud.


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Events of default

Under the Mumbai Entry Points Contract, the events of default of MIPL, inter alia, include:

a) failure of MIPL to achieve completion of all necessary works, up-gradation of the project facilities
for use of traffic within the time stipulated under the Mumbai Entry Points Contract;

b) default under any of the financing documents and the lender has recalled its financial assistance and
demanded payment of the outstanding amounts under the financing documents;

c) delay in payment to MSRDC exceeding 90 days; and

d) any material breach of the Mumbai Entry Points Contract.

Termination

Upon the occurrence of any event of default, MSRDC has the right to terminate the Mumbai Entry Points
Contract by delivering a notice to MIPL if the default is not cured within the applicable cure period. MIPL also
has the right to terminate the Mumbai Entry Points Contract for any default of MSRDC as specified in the
Mumbai Entry Points Contract. No termination will be valid without notice to the lenders. If the Mumbai Entry
Points Contract is terminated on account of MIPLs default during the operation period, MSRDC shall pay to
MIPL an amount equal to 90.00% of the debt due less insurance cover. To the extent that any insurance claim
forming part of the insurance cover is not admitted or paid then 80.00% of such unpaid claims will be included
in the computation of debt due.

The Mumbai Entry Points Contract may also be terminated by either party by giving a written notice to that
effect to the other party, in case a force majeure event persists for a period of more than 120 days. Upon
termination of the Mumbai Entry Points Contract for a force majeure event, MSRDC shall pay to MIPL the
costs incurred by MIPL for the construction, operation and maintenance of the project facilities.

Madurai Kanyakumari Project

2. Concession Agreement dated April 10, 2013 between NHAI and RTRPL

NHAI and RTRPL have entered into a concession agreement dated April 10, 2013 (the RTRPL Concession
Agreement). Under the RTRPL Concession Agreement, RTRPL has been granted a sole and exclusive right to
collect toll charges from users of the Madurai Tirunelveli Panagudi Kanyakumari section from km 0 to km
243.17 of National Highway No. 7, which is a 243.17 km long, four-lane carriageway in the State of Tamil
Nadu. Under the RTRPL Concession Agreement, RTRPL shall provide toll collection and management
facilities, conduct routine and periodic maintenance activities including overlay on carriageway and service
road, rectifications of defects and deficiencies and replacement and maintenance of the facilities. The term of
the RTRPL Agreement is for a period of nine years commencing on September 22, 2013 and ending on
September 22, 2022 (the Concession Period).

Obligations of RTRPL

In terms of the RTRPL Concession Agreement, RTRPL shall pay NHAI an amount of ` 1,108.70 million for
the first year of the Concession Period. The yearly payment to be made to NHAI under the RTRPL Concession
Agreement will be increased by 10.00% every year as compared to the yearly payment made to NHAI for the
preceding year. In terms of the RTRPL Concession Agreement, the amount payable to NHAI for a particular
year shall be paid in 12 equal monthly instalments. Further, RTRPL has also provided an irrevocable and
unconditional bank guarantee of ` 648 million as performance security which shall remain in force during the
Concession Period.

RTRPL has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Madurai -
Kanyakumari project, ensure that the performance security is valid and enforceable at all times during the

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Concession Period, ensure compliance with all applicable laws, maintain insurance cover during the Concession
Period as required under applicable laws and as may be necessary or prudent as per industry standards and
indemnify NHAI against any and all suits, claims, proceedings, actions and demands from third parties for any
loss, damage, cost and expense of whatever kind and nature arising out of breach by RTRPL of any of its
obligations under the RTRPL Concession Agreement and against all losses and claims arising out of failure of
RTRPL to comply with applicable laws or non-payment of taxes required to be paid by RTRPL.

In terms of the RTRPL Concession Agreement, RTRPL is required to maintain an escrow account wherein all
loans availed by RTRPL from financial institutions, all monies received from insurance claims and
shareholders, toll collected by RTRPL, all fees and any other revenues including proceeds of any rentals,
deposits, capital receipts, insurance claims, all payments by NHAI made after deduction of any outstanding
concession fee and termination payments received by RTRPL shall be deposited. The amount kept in the
escrow account shall be appropriated on a monthly basis for, inter-alia, payment of all taxes due and payable by
RTRPL, provision of debt service payments, operation and maintenance expenses, amounts due to NHAI and
payments relating to construction of the facilities. An amount equal to the performance security shall be
retained in the escrow account for a period of 90 days after termination of the RTRPL Concession Agreement
for meeting the liabilities for defects and deficiencies, if any, as per terms of the RTRPL Concession
Agreement, after termination thereof.

RTRPL can sub-contract any part of the work with the prior approval of NHAI, and shall be liable for acts of its
sub-contractors. Further, in terms of the RTRPL Concession Agreement, RTRPL shall ensure that our Company
holds a minimum of 51.00% of subscribed and paid up equity share capital of RTRPL during the Concession
Period. Further, prior approval of NHAI is required for undertaking/permitting any change in ownership of
RTRPL during the Concession Period (which includes transfer of legal or beneficial ownership of 15.00% or
more of the total equity of RTRPL and acquisition of any control directly or indirectly of the board of RTRPL
by any person). RTRPL has represented that it has the financial standing and capacity to undertake the project
in accordance with the terms of the RTRPL Concession Agreement.

In terms of the RTRPL Concession Agreement, NHAI is under an obligation to procure that neither NHAI
itself, nor any other government instrumentality shall construct an alternate road as provided for in the RTRPL
Concession Agreement, during the Concession Period unless, the average traffic in any year exceeds 90.00% of
the designed capacity as per the RTRPL Concession Agreement. NHAI shall be liable for payment of
compensation to RTRPL upon breach of this obligation as per terms of the RTRPL Concession Agreement, in
addition to termination payment, if any.

Toll Rate

RTRPL is entitled to collect toll as per the rates mentioned in the notification (NHAI/13013/749/Co/13-14/GC-
Madurai (0.000-243.170) OMT/50592) dated March 28, 2014, applicable upto March 31, 2015. The toll rates
are subject to revision annually by government notifications thereof.

Liquidated damages and penalties

In terms of the RTRPL Concession Agreement, any delay in fulfilment of the conditions precedent by RTRPL
shall entitle NHAI to damages calculated at the rate of 0.10% of the performance security for each days delay
until fulfilment of such conditions precedent, subject to a maximum of 20.00% of the performance security.
Further, if RTRPL fails to construct project facilities within the stipulated time, NHAI shall be entitled to
damages calculated at the rate of 0.10% of the performance security for each days delay until such project
facility has been constructed. In terms of the RTRPL Concession Agreement, NHAI is entitled to encash the
performance security and appropriate proceeds thereof as damages for any default of RTRPL. If RTRPL fails to
achieve the commercial operation date within the stipulated time, it shall pay damages to NHAI at the rate of
0.20% of the performance security for each days delay. Further, in the event of failure of RTRPL to rectify
defects or deficiencies as per the maintenance requirements in the RTRPL Concession Agreement, NHAI shall
be entitled to damages calculated for each day of delay until breach is cured, at the higher of (a) 0.50% of the
average daily fee; (b) 0.10% of the cost of such repair.


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Events of default

Under the RTRPL Concession Agreement, the events of default of RTRPL, inter alia, include:

a) failure of RTRPL to complete the project facilities within the stipulated time period;

b) failure of RTRPL to replenish the performance security within the stipulated time after NHAI has
encashed the performance security for any default;

c) failure to cure the default after encashment of the performance security by NHAI and replenishment of
the same by RTRPL;

d) failure of RTRPL to make payments to NHAI within the specified time period;

e) breach of maintenance or safety requirements under the RTRPL Concession Agreement; and

f) any event of default under the project agreements has occurred which has not been remedied within the
applicable cure period.

Termination

Upon the occurrence of any event of default of RTRPL, NHAI has the right to terminate the RTRPL
Concession Agreement by delivering a notice to RTRPL if the default is not cured within a cure period of 60
days. In the event termination is triggered due to an event of default of RTRPL during the Concession Period,
NHAI shall pay RTRPL an amount equal to 50.00% of the debt due. Upon occurrence of an event of default of
RTRPL, NHAI is also (alternatively) entitled to suspend all rights of RTRPL under the RTRPL Concession
Agreement, including the right of RTRPL to collect toll and other revenues pursuant thereto, for a period of up
to 120 days from the date of issue of notice of suspension by NHAI to RTRPL, extendable by a maximum
period of 90 days. In the event that the suspension is not revoked by NHAI with the above period, the RTRPL
Concession Agreement shall be deemed to have been terminated by mutual agreement. If any project facility is
not completed by RTRPL within 150 days from the stipulated time as per the RTRPL Concession Agreement,
NHAI shall be entitled to terminate the RTRPL Concession Agreement.

RTRPL has a right to terminate the RTRPL Concession Agreement if there is an event of default of NHAI, as
specified in the RTRPL Concession Agreement, and the same is not cured within a cure period of 90 days.
Further if the termination is triggered due to an event of default by NHAI, RTRPL will be entitled to receive a
compensation amount equal to total debt due plus an amount to be calculated based on the average daily toll
collection, calculated in the manner specified in the RTRPL Concession Agreement.

The RTRPL Concession Agreement may also be terminated by either party by giving a written notice to that
effect to the other party, in case a force majeure event persists for a period of 120 days or more within a
continuous period of 365 days.

Under the RTRPL Concession Agreement, RTRPL is also entitled to certain termination payments on the
occurrence of a force majeure event. The payments which the RTRPL is entitled to, depend on the nature of the
force majeure event. Under the RTRPL Concession Agreement, force majeure is categorized into non-political
event, indirect political event and political event. If the termination is on account of a non-political event,
RTRPL is entitled to 50.00% of the debt due less insurance cover. If the termination is on account of an indirect
political event, RTRPL is entitled to an amount equal to the debt due. If the termination is on account of a
political event, RTRPL is entitled to an amount equal to total debt due plus an amount to be calculated based on
the average daily toll collection, calculated in the manner specified in the RTRPL Concession Agreement.

RTRPL shall procure that the project agreements entitle NHAI to step into such agreements in its sole
discretion, in substitution of RTRPL, in the event of termination or suspension of the RTRPL Concession
Agreement.


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The RTRPL Concession Agreement provides that RTRPL shall be responsible for remedying all defects, at its
own cost within a period of 60 days after the termination of the RTRPL Concession Agreement.

Hyderabad Bangalore Project

3. Concession Agreement dated December 18, 2012 between NHAI and MEP HB

NHAI and MEP HB have entered into a concession agreement dated December 18, 2012 (the MEP HB
Concession Agreement). Under the MEP HB Concession Agreement, MEP HB has been granted a sole and
exclusive right to collect toll charges from users of the Hyderabad - Bangalore section of National Highway No.
7 in Andhra Pradesh, which is a 251.16 km long, four-lane carriageway which passes through the districts of
Kurnool and Anantapur in the State of Andhra Pradesh. Under the MEP HB Concession Agreement, MEP HB
shall provide toll collection and management facilities, conduct routine and periodic maintenance activities
including overlay on carriageway and service road, rectifications of defects and deficiencies and replacement
and maintenance of the facilities. The term of the MEP HB Agreement is for a period of nine years commencing
on May 16, 2013 and ending on May 15, 2022 (the Concession Period).

Obligations of MEP HB

In terms of the MEP HB Concession Agreement, MEP HB shall pay NHAI an amount of ` 1,059.30 million for
the first year of the Concession Period. The yearly payment to be made to NHAI under the MEP HB
Concession Agreement will be increased by 10.00% every year as compared to the yearly payment made to
NHAI for the preceding year. In terms of the MEP HB Concession Agreement the amount payable to NHAI for
a particular year shall be paid in 12 equal monthly instalments. Further, MEP HB has also provided an
irrevocable and unconditional bank guarantee of ` 486 million as performance security which shall remain in
force during the Concession Period.

MEP HB has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Hyderabad -
Bangalore Project, ensure that the performance security is valid and enforceable at all times during the
Concession Period, ensure compliance with all applicable laws, maintain insurance cover during the Concession
Period as required under applicable laws and as may be necessary or prudent as per industry standards and
indemnify NHAI against any and all suits, claims, proceedings, actions and demands from third parties for any
loss, damage, cost and expense of whatever kind and nature arising out of breach by MEP HB of any of its
obligations under the MEP HB Concession Agreement and against all losses and claims arising out of any
failure of MEP HB to comply with applicable laws or non-payment of taxes required to be paid by MEP HB.

In terms of the MEP HB Concession Agreement, MEP HB is required to maintain an escrow account wherein
all loans availed by MEP HB from financial institutions, all monies received from insurance claims and
shareholders, toll collected by MEP HB, all fees and any other revenues including proceeds of any rentals,
deposits, capital receipts, insurance claims, all payments made by NHAI after deduction of any outstanding
concession fee and termination payments received by MEP HB, all payments by NHAI made after deduction of
any outstanding concession fee shall be deposited. The amount kept in the escrow account shall be appropriated
on a monthly basis for, inter-alia, payment of all taxes due and payable by MEP HB, provision of debt service
payments, operation and maintenance expenses, amounts due to NHAI and payments relating to construction of
the facilities. An amount equal to the performance security shall be retained in the escrow account for a period
of 90 days after termination of the MEP HB Concession Agreement for meeting the liabilities for defects and
deficiencies, if any, as per terms of the MEP HB Concession Agreement, after termination thereof.

MEP HB can sub-contract any part of the work with the prior approval of NHAI, and shall be liable for acts of
its sub-contractors. In terms of the MEP HB Concession Agreement, our Company and IEPL, as members of
the consortium, have undertaken that any O&M sub-contractor, so appointed shall subscribe to and hold at least
10.00% of the subscribed and paid up equity share capital of MEP HB. Currently, the maintenance activities
under the MEP HB Concession Agreement have been sub-contracted to MHSPL. Whilst we have applied to
NHAI for its approval prior to sub-contracting the maintenance and construction activities to MHSPL, MHSPL
has commenced carrying out the maintenance activities pending receipt of the approval. For further details, see
the section Risk Factors We sub-contract part of the work in our OMT contracts to third parties. We would

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be liable for any delay or default by such sub-contractor. Sub-contracting of maintenance activities requires
prior approval from the authorities and failure to obtain such approvals would result in a breach of the terms of
the project contracts on page 32. Further, in terms of the MEP HB Concession Agreement, MEP HB shall
ensure that our Company and IEPL hold a minimum of 51.00% of subscribed and paid up equity share capital
of MEP HB during the Concession Period. Further, prior approval of NHAI is required for
undertaking/permitting any change in ownership of MEP HB during the Concession Period (which includes
transfer of legal or beneficial ownership of 15.00% or more of the total equity of MEP HB and acquisition of
any control directly or indirectly of the board of MEP HB by any person). MEP HB has represented that it has
the financial standing and capacity to undertake the project in accordance with the terms of the MEP HB
Concession Agreement.

In terms of the MEP HB Concession Agreement, NHAI is under an obligation to procure that neither NHAI
itself, nor any other government instrumentality shall construct an alternate road as provided for in the MEP HB
Concession Agreement, during the Concession Period, unless the average traffic in any year exceeds 90.00% of
the designed capacity as per the MEP HB Concession Agreement. NHAI shall be liable for payment of
compensation to MEP HB upon breach of this obligation as per terms of the MEP HB Concession Agreement,
in addition to termination payment, if any.

Toll Rate

MEP HB is entitled to collect toll as per the rates mentioned in the notification (NHAI/PIU-ATO/11013/1/14-
OMT-TOLL/1021) dated March 31, 2014, applicable upto March 31, 2015. The toll rates are subject to revision
annually by government notifications thereof.

Liquidated damages and penalties

In terms of the MEP HB Concession Agreement, any delay in fulfilment of the conditions precedent by MEP
HB shall entitle NHAI to damages calculated at the rate of 0.10% of the performance security for each days
delay until fulfilment of such conditions precedent, subject to a maximum of 20.00% of the performance
security. Further, if MEP HB fails to construct project facilities within the stipulated time, NHAI shall be
entitled to damages calculated at the rate of 0.10% of the performance security for each days delay until such
project facility has been constructed. In terms of the MEP HB Concession Agreement, NHAI is entitled to
encash the performance security and appropriate proceeds thereof as damages for any default of MEP HB. If
MEP HB fails to achieve the commercial operation date within the stipulated time, it shall pay damages to
NHAI at the rate of 0.20% of the performance security for each days delay. Further, in the event of failure of
MEP HB to rectify defects or deficiencies as per the maintenance requirements in the HB Concession
Agreement, NHAI shall be entitled to damages calculated for each day of delay until breach is cured, at the
higher of (a) 0.50% of the average daily fee; (b) 0.10% of the cost of such repair.

Events of default

Under the MEP HB Concession Agreement, the events of default of MEP HB, inter alia, include:

a) failure of MEP HB to complete the project facilities within the stipulated time period;

b) failure of MEP HB to replenish the performance security within the stipulated time after NHAI has
encashed the performance security for any default;

c) failure to cure the default after encashment of the performance security by NHAI and replenishment
of the same by MEP HB;

d) failure of MEP HB to make payments to NHAI within the specified time period;

e) breach of maintenance or safety requirements under the MEP HB Concession Agreement; and


186
f) any event of default under the project agreements has occurred which has not been remedied within
the applicable cure period.

Termination

Upon the occurrence of any event of default of MEP HB, NHAI has the right to terminate the MEP HB
Concession Agreement by delivering a notice to MEP HB if the default is not cured within a cure period of 60
days. In the event termination is triggered due to an event of default of MEP HB during the Concession Period,
NHAI shall pay MEP HB an amount equal to 50.00% of the debt due. Upon occurrence of an event of default of
MEP HB, NHAI is also (alternatively) entitled to suspend all rights of MEP HB under the MEP HB Concession
Agreement, including the right of MEP HB to collect toll and other revenues pursuant thereto, for a period of up
to 120 days from the date of issue of notice of suspension by NHAI to MEP HB, extendable by a maximum
period of 90 days. In the event that the suspension is not revoked by NHAI with the above period, the MEP HB
Concession Agreement shall be deemed to have been terminated by mutual agreement. If any project facility is
not completed by MEP HB within 150 days from the stipulated time as per the HB Concession Agreement,
NHAI shall be entitled to terminate the MEP HB Concession Agreement.

MEP HB has a right to terminate the MEP HB Concession Agreement if there is an event of default of NHAI,
as specified in the MEP HB Concession Agreement, and the same is not cured within a cure period of 90 days.
Further if the termination is triggered due to an event of default by NHAI, MEP HB will be entitled to receive a
compensation amount equal to total debt due plus an amount to be calculated, based on the average daily toll
collection, calculated in the manner specified in the MEP HB Concession Agreement.

The MEP HB Concession Agreement may also be terminated by either party by giving a written notice to that
effect to the other party, in case a force majeure event persists for a period of 120 days or more within a
continuous period of 365 days.

Under the MEP HB Concession Agreement, MEP HB is also entitled to certain termination payments on the
occurrence of a force majeure event. The payments which the MEP HB is entitled to, depends on the nature of
the force majeure event. Under the MEP HB Concession Agreement, force majeure is categorized into non-
political event, indirect political event and political event. If the termination is on account of a non-political
event, MEP HB is entitled to 50.00% of the debt due less insurance cover. If the termination is on account of an
indirect political event, MEP HB is entitled to an amount equal to the debt due. If the termination is on account
of a political event, MEP HB is entitled to an amount equal to total debt due plus an amount to be calculated,
based on the average daily toll collection, calculated in the manner specified in the MEP HB Concession
Agreement.

MEP HB shall procure that the project agreements entitle NHAI to step into such agreements in its sole
discretion, in substitution of MEP HB, in the event of termination or suspension of the MEP HB Concession
Agreement.

The MEP HB Concession Agreement provides that MEP HB shall be responsible for remedying all defects, at
its own cost within a period of 60 days after the termination of the MEP HB Concession Agreement.

Chennai Bypass Project

4. Concession Agreement dated January 14, 2013 between NHAI and MEP CB

NHAI and MEP CB have entered into a concession agreement dated January 14, 2013 (the MEP CB
Concession Agreement). Under the MEP CB Concession Agreement, MEP CB has been granted a sole and
exclusive right to collect toll charges from users of the Chennai Bypass which is a 32.60 km long, six-lane
carriageway in the State of Tamil Nadu, connecting National Highway No. 45, National Highway No. 4,
National Highway No. 205 and National Highway No. 5. Under the MEP CB Concession Agreement, MEP CB
shall provide toll collection and management facilities, conduct routine and periodic maintenance activities
including overlay on carriageway and service road, rectifications of defects and deficiencies and replacement

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and maintenance of the facilities. The term of the MEP CB Agreement is for a period of nine years commencing
on May 14, 2013 and ending on May 14, 2022 (the Concession Period).

Obligations of MEP CB

In terms of the MEP CB Concession Agreement, MEP CB shall pay NHAI an amount of ` 1,530 million for the
first year of the Concession Period. The yearly payment to be made to NHAI under the MEP CB Concession
Agreement will be increased by 10.00% every year as compared to the yearly payment made to NHAI for the
preceding year. In terms of the MEP CB Concession Agreement, the amount payable to NHAI for a particular
year shall be paid in 12 equal monthly instalments. Further, MEP CB has also provided an irrevocable and
unconditional bank guarantee of ` 594 million as performance security which shall remain in force for the
Concession Period.

MEP CB has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Chennai
Bypass Project, ensure that the performance security is valid and enforceable at all times during the Concession
Period, ensure compliance with all applicable laws, maintain insurance cover during the Concession Period as
required under applicable laws and as may be necessary as per industry standards and indemnify NHAI against
any and all suits, claims, proceedings, actions and demands from third parties for any loss, damage, cost and
expense of whatever kind and nature arising out of breach by MEP CB of any of its obligations under the MEP
CB Concession Agreement and against all losses and claims arising out of any failure of MEP CB to comply
with applicable laws or non-payment of taxes required to be paid by MEP CB.

In terms of the MEP CB Concession Agreement, MEP CB is required to maintain an escrow account wherein
all loans availed by MEP CB from financial institutions, all monies received from insurance claims and
shareholders, toll collected by MEP CB, all fees and any other revenues including proceeds of any rentals,
deposits, capital receipts, insurance claims, all payments made by NHAI after deduction of any outstanding
concession fee and termination payments received by MEP CB shall be deposited. The amount kept in the
escrow account shall be appropriated on a monthly basis for, inter-alia, payment of all taxes due and payable by
MEP CB, provision of debt service payments, operation and maintenance expenses, amounts due to NHAI and
payments relating to construction of the facilities. An amount equal to the performance security shall be
retained in the escrow account for a period of 90 days after termination of the MEP CB Concession Agreement
for meeting the liabilities for defects and deficiencies, if any, as per terms of the MEP CB Concession
Agreement, after termination thereof.

MEP CB can sub-contract any part of the work with the prior approval of NHAI, and shall be liable for acts of
its sub-contractors. Further, in terms of the MEP CB Concession Agreement, MEP CB shall ensure that our
Company holds a minimum of 51.00% of subscribed and paid up equity share capital of MEP CB during the
Concession Period. Further, prior approval of NHAI is required for undertaking/permitting any change in
ownership of MEP CB during Concession Period (which includes transfer of legal or beneficial ownership of
15.00% or more of the total equity of MEP CB and acquisition of any control directly or indirectly of the board
of MEP CB by any person). MEP CB has represented that it has the financial standing and capacity to undertake
the project in accordance with the terms of the MEP CB Concession Agreement.

In terms of the MEP CB Concession Agreement, NHAI is under an obligation to procure that neither NHAI
itself, nor any other government instrumentality shall construct an alternate road as provided for in the MEP CB
Concession Agreement, during the Concession Period, unless the average traffic in any year exceeds 90.00% of
the designed capacity as per the MEP CB Concession Agreement. NHAI shall be liable for payment of
compensation to MEP CB upon breach of this obligation as per terms of the MEP CB Concession Agreement,
in addition to termination payment, if any.

Toll Rate

MEP CB is entitled to collect toll as per the rates mentioned in the notification (NHAI/13-14/CO/GC/Chennai
Bypass (OMT)/50674) dated March 31, 2014, applicable upto March 31, 2015. The toll rates are subject to
revision annually by government notifications thereof.


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Liquidated damages and penalties

In terms of the MEP CB Concession Agreement, any delay in fulfilment of the conditions precedent by MEP
CB shall entitle NHAI to damages calculated at the rate of 0.10% of the performance security for each days
delay until fulfilment of such conditions precedent, subject to a maximum of 20.00% of the performance
security. Further, if MEP CB fails to construct project facilities within the stipulated time, NHAI shall be
entitled to damages calculated at the rate of 0.10% of the performance security for each days delay until such
project facility has been constructed. In terms of the MEP CB Concession Agreement, NHAI is entitled to
encash the performance security as damages for any default of MEP CB. If MEP CB fails to achieve the
commercial operation date within the stipulated time, it shall pay damages to NHAI at the rate of 0.20% of the
performance security for each days delay. Further, in the event of failure of MEP CB to rectify defects or
deficiencies as per the maintenance requirements in the CB Concession Agreement, NHAI shall be entitled to
damages calculated for each day of delay until breach is cured, at the higher of (a) 0.50% of the average daily
fee; (b) 0.10% of the cost of such repair.

Events of default

Under the MEP CB Concession Agreement, the events of default of MEP CB, inter alia, include:

a) failure of MEP CB to complete the project facilities within the stipulated time period;

b) failure of MEP CB to replenish the performance security within the stipulated time after NHAI has
encashed the performance security for any default;

c) failure to cure the default after encashment of the performance security by NHAI and replenishment
of the same by MEP CB;

d) failure of MEP CB to make payments to NHAI within the specified time period;

e) breach of maintenance or safety requirements under the MEP CB Concession Agreement; and

f) any event of default under the project agreements has occurred which has not been remedied within
the applicable cure period.

Termination

Upon the occurrence of any event of default of MEP CB, NHAI has the right to terminate the MEP CB
Concession Agreement by delivering a notice to MEP CB if the default is not cured within a cure period of 60
days. In the event termination is triggered due to an event of default of MEP CB during the concession period,
NHAI shall pay MEP CB an amount equal to 50.00% of the debt due. Upon occurrence of an event of default of
MEP CB, NHAI is also (alternatively) entitled to suspend all rights of MEP CB under the MEP CB Concession
Agreement, including the right of MEP CB to collect toll and other revenues pursuant thereto, for a period of up
to 120 days from the date of issue of notice of suspension by NHAI to MEP CB, extendable by a maximum
period of 90 days. In the event that the suspension is not revoked by NHAI with the above period, the MEP CB
Concession Agreement shall be deemed to have been terminated by mutual agreement. If any project facility is
not completed by MEP CB within 150 days from the stipulated time as per the CB Concession Agreement,
NHAI shall be entitled to terminate the MEP CB Concession Agreement.

MEP CB has a right to terminate the MEP CB Concession Agreement if there is an event of default of NHAI, as
specified in the MEP CB Concession Agreement and the same is not cured within a cure period of 90 days.
Further if the termination is triggered due to an event of default by NHAI, MEP CB will be entitled to receive a
compensation amount equal to total debt due plus an amount to be calculated based on the average daily toll
collection calculated in the manner specified in the MEP CB Concession Agreement.


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The MEP CB Concession Agreement may also be terminated by either party by giving a written notice to that
effect to the other party, in case a force majeure event persists for a period of 120 days or more within a
continuous period of 365 days.

Under the MEP CB Concession Agreement, MEP CB is also entitled to certain termination payments on the
occurrence of a force majeure event. The payments which the MEP CB is entitled to, depends on the nature of
the force majeure event. Under the MEP CB Concession Agreement, force majeure is categorized into non-
political event, indirect political event and political event. If the termination is on account of a non-political
event, MEP CB is entitled to 50.00% of the debt due less insurance cover. If the termination is on account of an
indirect political event, MEP CB is entitled to an amount equal to the debt due. If the termination is on account
of a political event, MEP CB is entitled to an amount equal to total debt due plus an amount to be calculated
based on the average daily toll collection calculated in the manner specified in the MEP CB Concession
Agreement.

MEP CB shall procure that the project agreements entitle NHAI to step into such agreements in its sole
discretion, in substitution of MEP CB, in the event of termination or suspension of the MEP CB Concession
Agreement.

The MEP CB Concession Agreement provides that MEP CB shall be responsible for remedying all defects, at
its own cost within a period of 60 days after the termination of the MEP CB Concession Agreement.

RGSL Project

5. Agreement dated January 29, 2014 between our Company, MEP RGSL and MSRDC

Our Company, MEP RGSL and MSRDC have entered into an agreement dated January 29, 2014 (the RGSL
Contract). Under the RGSL Contract, MEP RGSL has been granted an exclusive right and license to operate
and maintain and collect toll charges from users of the Rajiv Gandhi Sea Link, Mumbai (RGSL) (the RGSL
Project) which comprises of two cable stayed bridges along with approaches with a sixteen-lane divided
carriageway having a total length of 5.00 km including approaches, connecting Bandra in the western suburbs
of Mumbai with Worli in South Mumbai. Under the RGSL Contract, MEP RGSL shall provide toll collection
and management facilities, conduct maintenance activities for the sea link, toll plazas, control room and traffic
aid posts, landscaping, including rectifications of defects and deficiencies and maintenance of the facilities. The
term of the RGSL Contract is 156 weeks commencing on February 6, 2014 and ending on February 1, 2017 (the
Concession Period).

Obligations of MEP RGSL

In terms of the RGSL Contract, MEP RGSL is required to pay to MSRDC, for the first year of the RGSL
Contract, an upfront amount of ` 690 million alongwith an additional one-time payment of ` 5.00 million in 12
equal installments. The annual payment for the remaining Concession Period is subject to escalation by 10.00%
for the second year and 20.00% for the third year of the RGSL Project, to be paid in 12 equal monthly
installments for each year. MEP RGSL has also paid to MSRDC an amount of ` 25 million in advance towards
fees of the independent engineer. Further, in terms the RGSL Contract, if the revenue generated from toll
collection is more than the revenue projected by MEP RGSL, the excess revenue shall be shared with MSRDC
as per the formula specified in the RGSL Contract.

MEP RGSL has provided as performance security a bank guarantee of ` 3,900 million to MSRDC which is
valid upto February 3, 2015.

MEP RGSL has an obligation to, inter-alia, obtain various approvals for the purpose of operating the RGSL
Project, ensure that the performance security is valid and enforceable at all times during the Concession Period,
maintain insurance cover during the Concession Period, operate and maintain a minimum of two ETC lanes, to
upgrade the tolling facilities with the latest technology as suggested by MSRDC and comply with all applicable
laws, indemnify MSRDC against any and all suits, claims, proceedings, actions and demands from third parties
for any loss, damage, cost and expense arising out of a breach by MEP RGSL of any of its obligations under the

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RGSL Contract and against all losses and claims in respect of death of or injury to any person or loss of or
damage to any property which have arisen out of its obligations under the RGSL Contract. MEP RGSL is also
obligated to indemnify MSRDC against losses arising out of or with repect to failure on the part of MEP RGSL
to comply with applicable laws and applicable permits, payments required to be made by MEP RGSL in respect
of income or other taxes and non-payment of amounts due as a result of materials or services furnished to MEP
RGSL.

Under the terms of the RGSL Contract, MEP RGSL is required to remit to MSRDC all revenue collected in
excess of the amount paid under the RGSL Contract after deducting 10.00% towards contractors profit and toll
collection and administration charges.

Toll rate

MEP RGSL is entitled to collect toll until March 31, 2015 at the rates mentioned in the notification (no.
PAMUSA.2008/C.R.86/Road-6) dated March 28, 2012 issued by the Government of Maharashtra, which are
liable for revision by notification to be issued by the Government of Maharashtra.

Liquidated damages and penalties

In terms of the RGSL Contract, in case of a delay in payment of installments to MSRDC, MEP RGSL is liable
to pay an interest of 18.00% per annum for the period covering the actual period of non-payment until the date
of recovery. The RGSL Contract also requires MEP RGSL to pay liquidated damages for overcharging the
amount of toll that MEP RGSL is entitled to collect at the rate of 100 times of the toll for the first instance of
overcharging subject to a minimum of ` 10,000 and at the rate of 300 times of the toll for the second instance
subject to a minimum of ` 25,000. In the event that MEP RGSL fails to repair or rectify any defect or
deficiency as prescribed under the RGSL Contract, MEP RGSL shall be liable to pay as damages, for each day
of delay until the breach is cured, the higher of (i) 0.50% of the average daily fee; or (ii) 0.10% of the estimated
cost of such repair or rectification.

If MEP RGSL is found non-cooperative towards the traffic survey consultancy work and resists to the
conducting of traffic survey by threatening the traffic survey personnel, MEP RGSL shall be liable to pay a fine
of 5.00% of the amount payable under the RGSL Contract to MSRDC.

Events of default

The events of default of MEP RGSL under the RGSL Contract include, inter alia:

a) (i) voluntary or involuntary insolvency, bankruptcy or dissolution of MEP RGSL; (ii) appointment of
a receiver, administrator, trustee or liquidator over any substantial assets of MEP RGSL; (iii) any
steps taken to enforce any security interest over a substantial part of the assets of MEP RGSL; or (iv)
default under any of the financing documents of MEP RGSL resulting in the lender recalling its
financial assistance and demanding payment of the outstanding amounts under the financing
documents.

b) (i) failure of MEP RGSL to comply with instructions of MSRDC; (ii) failure of MEP RGSL to
comply with terms and conditions of the RGSL Contract; (iii) MEP RGSL repudiating the RGSL
Contract; (iii) persistent or flagrant neglect, even after warnings, on the part of MEP RGSL to
comply with obligations under the RGSL Contract; (iv) non-courteous or rude behaviors with users;
or (v) failure to remit installments due to MRSDC at the due dates.

Termination

Upon the occurrence of any event of default, MSRDC has the right to terminate the RGSL Contract by
delivering a notice to MEP RGSL without releasing MEP RGSL from any of its rights or obligations under the
RGSL Contract. MEP RGSL has the right to surrender the RGSL Contract by giving 60 days notice to MSRDC
as specified in the RGSL Contract. The RGSL Contract shall also be terminated in the event that MEP RGSL is

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found overcharging toll for the third time and MEP RGSL s hall be banned from participating in any future
tenders floated by MSRDC.

Upon termination of the RGSL Contract due to an event of default as specified in clause a) above, MEP RGSL
shall not be entitled to any refund of payments already made to MSRDC and the performance security shall be
forfeited by way of encashment of the bank guarantee provided by MEP RGSL.

Upon termination of the RGSL Contract due to an event of default as specified in clause b) above, the
performance security shall be forfeited by way of encashment of the bank guarantee provided by MEP RGSL
and MSRDC shall carry out the balance work under the RGSL Contract at the risk and cost of MEP RGSL.
MSRDC shall refund the amount of upfront payments attributable to the balance Concession Period for which a
new contractor is appointed, after adjusting the losses in the toll collection and payments due to the lenders, if
any. Such payments shall be made at the end of the Concession Period.

Upon closure of the RGSL Project due to a force majeure event, MEP RGSL shall be entitled to rebate equal to
amount being paid by MEP RGSL to MSRDC, proportionate to the number of days for which the project is
closed.

B. BOT Projects

Baramati Project

1. Concession Agreement dated October 25, 2010 between MSRDC, Baramati Municipal Council and
BTPL

MSRDC, Baramati Municipal Council and BTPL have entered into a concession agreement dated October 25,
2010 (the BTPL Concession Agreement). Under the BTPL Concession Agreement, BTPL shall design, build,
finance, operate and maintain the four lane Sakhali bridge on Karha River and provide maintenance of, and
collection of toll for, the Ring Road and certain bridges in Baramati in Maharashtra. The BTPL Concession
Agreement is for a period of 19 years and four months commencing on October 25, 2010 and ending on
February 24, 2030 (the Concession Period). In terms of the BTPL Concession Agreement, in addition to the
right to collect toll, BTPL shall be entitled to leasehold rights, for a period of 99 years, for commercial
exploitation of certain lands admeasuring to 8.4 hectares.

BTPL has issued notices to MSRDC terminating the Baramati Project on account of delay in handing over
possession of the land for development amounting to failure to fulfil certain key conditions precedent under the
BTPL Concession Agreement as well as demanding termination payment from MSRDC. However, the
termination has not yet taken effect and BTPL is continuing to operate the Baramati Project as on date.

Obligations of BTPL

In terms of the BTPL Concession Agreement, BTPL has paid an amount of ` 650 million to MSRDC in four
unequal instalments. BTPL is also required to pay an amount of ` 1.2 million towards administrative expenses
for each year of the Concession Period and an annual concession fee of ` 100. Further, BTPL has also provided
an irrevocable and unconditional bank guarantee of ` 15 million as performance security for construction
activities and an irrevocable and unconditional bank guarantee of ` 7.5 million as performance security for
operation and maintenance activities which shall remain in force for the Concession Period. Under the BTPL
Concession Agreement, 100.00% of the construction performance security shall be released by MSRDC upon
BTPL having completed construction activities. The operation and maintenance performance security shall be
released at the end of 12 months after the Concession Period.

BTPL has an obligation to, inter-alia, obtain various approvals for the purpose of operating the Baramati
Project, ensure that the performance security is valid and enforceable at all times during the Concession Period,
maintain insurance cover during the Concession Period and indemnify MSRDC against any and all suits,
claims, proceedings, actions and demands from third parties for any loss, damage, cost and expense of whatever
kind and nature arising out of breach by BTPL of any of its obligations under the BTPL Concession Agreement

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and against all losses and claims arising out of any failure of BTPL to comply with applicable laws, non-
payment of amounts due as a result of materials or services furnished to BTPL and non-payment of taxes
required to be paid by BTPL.

Further, BTPL is required to maintain an escrow account wherein all loans availed by BTPL from financial
institutions, all fee and other revenue from the project including all monies received from insurance claims and
all payments by MSRDC shall be deposited. The amount kept in the escrow account shall be appropriated on a
monthly basis for, inter-alia, payment of all taxes due and payable by BTPL, outstanding concession fees, debt
due to the lenders and interest, liquidated damages to MSRDC and incurred or accrued operation and
maintenance expenses.

BTPL can sub-contract any part of the work with the prior approval of MSRDC, and shall be liable for acts of
its sub-contractors. Further, in terms of the BTPL Concession Agreement, BTPL shall ensure that our Company
holds a minimum of 51.00% of subscribed and paid up equity share capital of BTPL during the Concession
Period. Further, prior approval of MSRDC is required for undertaking/permitting any change in ownership of
BTPL during Concession Period. BTPL has represented that it has the financial standing and capacity to
undertake the project in accordance with the terms of the BTPL Concession Agreement.

Toll Rate

BTPL is entitled to collect toll as per the rates mentioned in the notification (no. PSP. 2002/CR-146/Road-8)
dated June 29, 2009, as amended from time to time by the Government of Maharashtra. The toll rates are
subject to revision by government notifications thereof.

Liquidated damages and penalties

If BTPL fails to rectify any maintenance defects or deficiency within the stipulated time, MSRDC shall be
entitled to damages calculated at the higher of either ` 25,000 per day or a rate of 0.10% of the cost of repair
and rectification for each days delay until such defect has been cured. MSRDC is entitled to encash the
performance security in lieu of the aforementioned damages payable by BTPL under the BTPL Concession
Agreement. Further, in case BTPL fails to maintain or repair the project as per maintenance requirements,
MSRDC shall be entitled to recover costs of such repair as well as 20.00% of the cost incurred as damages.

Events of default

Under the BTPL Concession Agreement, the events of default of BTPL, inter alia, include:

a) failure of BTPL to complete the project facilities within the stipulated time period;

b) failure of BTPL to replenish the performance security within the stipulated time after MSRDC has
encashed the performance security for any default;

c) failure of BTPL to make payments to MSRDC within the specified time period;

d) breach of maintenance requirements under the BTPL Concession Agreement; and

e) any event of default under the project agreements has occurred which has not been remedied
within the applicable cure period.

Termination

Upon the occurrence of any event of default, the MSRDC has the right to terminate the BTPL Concession
Agreement by delivering a notice to BTPL if the default is not cured within a cure period of 60 days. In the
event termination is triggered due to an event of default of BTPL during the concession period, MSRDC shall
pay BTPL an amount equal to 90.00% of the debt due less insurance cover. To the extent that any insurance

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claim forming part of the insurance cover is not admitted and paid then 80.00% of such unpaid claims will be
included in the computation of debt due.

Upon occurrence of an event of default of RTRPL, MSRDC is also (alternatively) entitled to suspend all rights
of BTPL under the BTPL Concession Agreement, including the right of BTPL to collect toll and other revenues
pursuant thereto, for a period of up to 120 days from the date of issue of notice of suspension by NHAI to
RTRPL, extendable by a maximum period of 60 days. In the event that the suspension is not revoked by
MSRDC with the above period, the BTPL Concession Agreement shall be deemed to have been terminated by
mutual agreement.

BTPL has a right to terminate the BTPL Concession Agreement if there is an event of default of MSRDC and
the same is not cured within a cure period of 90 days. Further if the termination triggered due to an event of
default by MSRDC, BTPL will be entitled to receive a compensation amount equal to total debt due plus
150.00% of the equity subscribed and spent on the project, if such termination occurs during three years from
the commencement date and for such terminations occurring in each subsequent year, the aforementioned
compensation amount will be adjusted to reflect the changes in the Wholesale Price Index during such year and
such adjusted amount will further be reduced by 7.50% every year.

The BTPL Concession Agreement may also be terminated by either party by giving a written notice to that
effect to the other party, in case a force majeure event persists for a period of 180 days or more within a
continuous period of 365 days.

Under the BTPL Concession Agreement, BTPL is also entitled to certain termination payments on the
occurrence of a force majeure event. The payments which BTPL is entitled to, depend on the nature of the force
majeure event. Under the BTPL Concession Agreement, force majeure is categorized into non-political event,
indirect political event and political event. If the termination is on account of a non-political event, BTPL is
entitled to 90.00% of the debt due less insurance cover. If the termination is on account of an indirect political
event, BTPL is entitled to an amount equal to total debt due less insurance cover and 110.00% of the equity
subscribed and spent on the project, if such termination occurs during three years from the commencement date
and for such terminations occurring in each subsequent year, the aforementioned compensation amount will be
adjusted to reflect the changes in the Wholesale Price Index during such year and such adjusted amount will
further be reduced by 7.50% every year. To the extent that any insurance claim forming part of the insurance
cover is not admitted and paid then 80.00% of such unpaid claims will be included in the computation of debt
due. If the termination is on account of a political event, BTPL is entitled to receive compensation equal to debt
due plus 150.00% of the equity subscribed and spent on the project, if such termination occurs during three
years from the commencement date and for such terminations occurring in each subsequent year, the
aforementioned compensation amount will be adjusted to reflect the changes in the Wholesale Price Index
during such year and such adjusted amount will further be reduced by 7.50% every year.

BTPL shall procure that each of the project agreements contain provisions that entitles MSRDC to step into
such agreements in its sole discretion, in substitution of BTPL, in the event of termination or suspension of the
BTPL Concession Agreement.

The BTPL Concession Agreement provides that BTPL shall be responsible for remedying all defects, at its own
cost within a period of three years after the termination of the BTPL Concession Agreement.

C. Toll collection projects

Phalodi Ramji Project

1. Letter of License dated September 16, 2010 between our Company, RVPL and RIDCOR

RIDCOR has executed a letter of license dated September 16, 2010 (the RVPL Letter of License) in favour of
RVPL and our Company for grant of license to RVPL for collection of toll at the toll plazas on the Phalodi
Pachpadra Ramji Ki Gol road corridor for a stretch of 229 km in the State of Rajasthan. Under the RVPL
Letter of License, RVPL is responsible for traffic management and collection of user fee at four toll plazas on

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the Phalodi Pachpadra Ramji Ki Gol road corridor, located at Kolu Pabuji village, Kelan Kot village,
Bhooka Bhagat Singh village and Naya Nagar village and for maintaining the toll plazas. The term of the RVPL
Letter of License is for a period of five years commencing on September 17, 2010 (the License Period).

Obligations of RVPL

In terms of the RVPL Letter of License, RVPL is required to pay an amount of ` 2,035.07 million to RIDCOR
for the Phalodi-Ramji Project, out of which ` 1,500 million has been paid as an upfront payment on September
15, 2010 and the remaining amount is required to be paid in 60 monthly instalments in accordance with the
RVPL Letter of License. RVPL is also required to pay to RIDCOR an amount of ` 50 million as performance
security.

The RVPL Letter of License stipulates certain obligations to be fulfilled by RVPL, being the licensee,
including, among others, obtaining the necessary registrations, obligation of fair and proper collection of toll,
maintenance of vehicle type-wise traffic data, maintenance of toll plazas and surrounding area and management
of traffic. RVPL is required to deploy adequate number of qualified and trained personnel to manage operations,
including, free flow of traffic in or around the toll plaza and shall be liable for acts of such personnel. RVPL is
required to conduct operation, repair and maintenance of infrastructural facilities that may be provided by
RIDCOR for the project.

If the fee collected during the License Period falls short of the amount to be paid to RIDCOR, RVPL shall make
good the shortfall between the actual amount of toll collected and the amount quoted by RVPL in its bid as
accepted by RIDCOR.

RVPL is required to hand over the toll plazas together with all infrastructural facilities on the day following the
completion of the License Period.

Obligations of our Company

In terms of the RVPL Letter of License, our Company has furnished an interest free performance security of `
50 million in the form of a bank guarantee. This performance security has been furnished by our Company for
securing fulfilment of obligations of RVPL and our Company under the RVPL Letter of License and is liable to
be forfeited in case such obligations are not fulfilled and may be utilised in case of any damage or loss caused to
the property of RIDCOR by any act or omission by RVPL. Further, RIDCOR is also entitled to forfeit part or
whole of the performance security in case RVPL fails to perform or observe any of the covenants, conditions or
provisions contained in the RVPL Letter of License.

In terms of the RVPL Letter of License, our Company is under an obligation to indemnify RIDCOR against all
liabilities, damages, expenses, etc. arising from any claims for damages, suits or other proceedings arising out
of any acts or omission or wilful misconduct of RVPL or our Company or any of the contractors, survivors or
personnel of RVPL or our Company.

As per the RVPL Letter of License, our Company has undertaken to fulfil all duties and obligations on behalf of
RVPL to the extent not fulfilled by RVPL under the RVPL Letter of License. Further, our Company shall not
dilute its shareholding in RVPL throughout the License Period without the prior approval of RIDCOR.

Toll rates

RVPL is entitled to charge toll from users of the Phalodi Pachpadra Ramji Ki Gol road pursuant to and in
accordance with the rates specified in the Notification (no. S.O. 144 dated September 3, 2005) issued by the
Government of Rajasthan, as amended from time to time. The toll rates are subject to revision every two years
by government notifications thereof.

As per the RVPL Letter of License, in case there is any change in toll rates by a government order, RVPL is
bound to pay to RIDCOR the difference with the regular instalments from the date of change of rates to be
calculated based on daily traffic volumes for each category of vehicles.

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Liquidated damages and penalties

The RVPL Letter of License requires RVPL to pay penalty for delay in payment of instalments to RIDCOR at
the rate of 0.50% of delayed amount per day beyond the due date for payment. Further, RVPL shall also be
liable to pay penalty for wrongful denial of exemption from or levy of concessional toll charges to eligible users
of an amount equal to 100 times the value of the fee wrongfully charged. RVPL shall also be liable to pay a
penalty to RIDCOR for charging excess fee from users of an amount equal to 100 times the value of the fee
chargeable. RVPL is also liable to pay liquidated damages to RIDCOR for failure to hand over the toll plazas to
RIDCOR, breach in payment of statutory dues to the personnel employed at the toll plazas and non-compliance
with minimum street lighting requirements as stipulated in the RVPL Letter of License.

Events of default

RIDCOR may give a notice of breach under the RVPL Letter of License for events of default which, inter alia,
include:

a) Failure of RVPL to pay instalments to RIDCOR as prescribed in the RVPL Letter of License;

b) Wrong classification of various category of vehicles actually using the facility;

c) Charging excess fee from users;

d) Non-maintenance of toll plazas in good working condition; and

e) Refusal of access to site of work/toll plaza office to any representative of RIDCOR.

Termination

Upon the occurrence of any event of default, which may or may not cause any financial loss to RIDCOR,
RIDCOR has the right to immediately terminate the RVPL Letter of License unilaterally and RIDCOR shall be
entitled to take possession of the toll plazas within 72 hours of such termination. In terms of the RVPL Letter of
License, RIDCOR has a right to revoke the license at anytime without assigning any reasons after serving a
notice. In such cases, RVPL will be entitled to ` 821,467 per day as compensation from RIDCOR for each day
of the remaining License Period. Further, in terms of the RVPL Letter of License in case of revocation of the
license by RIDCOR, the performance security furnished by RVPL will stand forfeited. Further, on the
occurrence of a force majeure event and its continuation for a period of 30 days, RVPL and RIDCOR may
terminate the RVPL Letter of License by way of mutual agreement.

IRDP Solapur Project

2. Contract Agreement dated January 1, 2013 between our Company, MEP Solapur and MSRDC

Our Company, MEP Solapur and MSRDC have entered into a contract agreement dated January 1, 2013 (the
IRDP Contract) in relation to collection of fee at four toll plazas in Solapur in Maharashtra. Further, our
Company has executed an inter-se agreement dated December 26, 2012 with MEP Solapur appointing MEP
Solapur as the SPV to carry out all obligations of our Company under the IRDP Contract Agreement (the Inter-
Se Agreement, and together with the IRDP Contract Agreement, the IRDP Solapur Agreements). Pursuant to
the IRDP Solapur Agreements, MEP Solapur is responsible for collection of toll from specified vehicles at four
toll plazas located at Solapur-Hotgi Road on Major District Road No. 39, Solapur-Barshi Road on State
Highway No. 151, Solapur-Degaon Mangalweda Road on Major State Highway No. 3 and Solapur-Akkalkot
Road on State Highway no. 151 and for maintaining the aforementioned toll plazas. The term of the IRDP
Solapur Agreement is for a period of 156 weeks commencing on January 2, 2013 (the Concession Period).



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Obligations of MEP Solapur

MEP Solapur has been assigned the rights and benefits of the IRDP Contract by our Company and is required to
exercise the rights and benefits assigned to it in accordance with the terms of the IRDP Contract. Accordingly,
in terms of the IRDP Solapur Agreements, MEP Solapur shall pay an aggregate amount of ` 208.00 million to
MSRDC for the project in three yearly instalments each amounting to ` 69.33 million. MEP Solapur is also
required to deposit non-refundable maintenance cost of ` 4.00 million with MSRDC at the start of each year
during the term of the IRDP Contract for maintenance of integrated roads.

Under the IRDP Contract MEP Solapur is required to fulfil certain obligations including, inter alia, effective
and efficient toll collection, making regular payment of instalments to MSRDC, compliance with all applicable
laws, providing all necessary manpower, equipment, security and other arrangements for smooth operation of
toll plazas and maintaining the property and equipment handed over by MSRDC in terms of the IRDP Solapur
Agreements and ensuring that no secret profit or margin is retained during collection of toll.

In terms of the IRDP Contract, MEP Solapur is required to obtain necessary insurance against thefts, dacoits,
fire or other contingencies against loss at toll station or toll collected. MEP Solapur is also required to insure its
workmen and equipments. Further, MEP Solapur is under an obligation to make such necessary and required
arrangements for the toll plazas at the sites as directed by MSRDC for effective and efficient toll collection.
MEP Solapur is also under an obligation to indemnify MSRDC against all costs, damages, expenses, etc. arising
from any claims in respect of death or injury to any person or loss or damage to any property.

Obligations of our Company

In terms of the IRDP Contract, our Company has furnished an interest free performance security of ` 25 million
in the form of a bank guarantee. The performance security is liable to be forfeited in the event that the
obligations of MEP Solapur and our Company under the IRDP Contract are not fulfilled. Further, while the
rights and benefits accorded to our Company under the IRDP Contract have been assigned to MEP Solapur
pursuant to the IRDP Solapur Agreements, our Company continues to be responsible to MSRDC for all the
liabilities under the IRDP Contract. Accordingly, our Company is liable under the IRDP Contract for any non-
compliance by MEP Solapur.

Toll rates

MEP Solapur is entitled to charge toll from users of the abovementioned roads pursuant to and in accordance
with the rates specified in the Notification No. PSP-204/CR-261/ROAD-8 dated January 19, 2010 issued by the
Government of Maharashtra.

In case of a change in toll rate during the subsistence of the IRDP Contract, there shall be a revision in the
amount of consideration to be paid by MEP Solapur to MSRDC.

Liquidated damages and penalties

In terms of the IRDP Solapur Agreements, MEP Solapur is required to pay to MSRDC a penalty of ` 50,000 for
every week of non-compliance of any of its obligations. Further, MEP Solapur is also liable for liquidated
damages, inter alia, for (i) charging excess fee from users, (ii) resistance or non-cooperation of MEP Solapur
for traffic survey consultancy work by MSRDC, (iii) insolvency of MEP Solapur, (iv) compulsory winding up
order being passed against MEP Solapur, or (v) dissatisfaction of MSRDC with the management and/or
performance of our Company or MEP Solapur.

If during the Concession Period the toll collected during any month falls short of the amount of installment to
be paid to MSRDC, our Company shall make good the shortfall.



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Termination

MSRDC has the right to terminate the IRDP Contract in, inter alia, the following circumstances:

(a) In the event of (i) insolvency or bankruptcy of MEP Solapur; (ii) appointment of a receiver,
administrator, trustee or liquidator over any substantial assets of MEP Solapur; or (iii) any default by
MEP Solapur under any of its financing documents resulting in recall of any of the financial assistance.

(b) Failure of MEP Solapur to observe or perform any of its obligations under the IRDP Solapur
Agreements.

(c) By providing a 14 days prior notice in the event of (i) MEP Solapur repudiating the IRDP Contract; or
(ii) any breach by MEP Solapur of the terms of the IRDP Contract; or (iii) failure on the part of MEP
Solapur to remit instalments payable to MSRDC.

(d) If our Company or MEP Solapur fails to replenish the performance security after MSRDC has adjusted
the amount of performance security in full or in part for any default committed under the IRDP
Contract, MSRDC has the right to terminate the IRDP Contract. In the event of such termination,
MSRDC has the right to disqualify MEP Solapur from participating in any tender floated by MSRDC
in respect of toll collection and/or commercial exploitation for a period of two years thereafter.

(e) In the event of MEP Solapur being found to be charging excess fee from users on more than three
occasions, MSRDC shall have the right to terminate the IRDP Contract. In the event of such
termination MSRDC has the right to disqualify MEP Solapur from participating in any tolling bids
floated by MSRDC.

In terms of the IRDP Solapur Agreement, termination of the contract in certain circumstances will result in
forfeiture of the upfront payment and performance security by encahsment of the bank guarantee.

Rajiv Gandhi Salai / ITEL Project

3. Agreement dated March 4, 2014 between our Company and ITEL

Our Company and ITEL have entered into an agreement dated March 4, 2014 (the ITEL Contract) for
appointment of our Company as service agency for collection of toll at five toll plazas at the Rajiv Gandhi Salai
(previously known as IT Corridor) at Chennai, Tamil Nadu, which is an important road in Chennai, housing
major IT and BPO companies and educational institutions, extending from Madhya Kailash Temple Junction to
Siruseri. In terms of the ITEL Contract, our Company is responsible for collection of toll from specified
vehicles at the toll plazas located at Rajiv Gandhi Salai in Chennai (the ITEL Project). The term of the ITEL
Contract is three years commencing from March 8, 2014 (the Contract Period).

Obligations of our Company

In terms of the ITEL Contract, our Company is entitled to a contract price of approximately ` 14.62 million for
the first year of the Contract Period. The contract price is subject to an escalation at the rate of 5.00% per
annum for each subsequent year of the Contract Period. For the performance of the obligations of our Company
under the ITEL Contract, our Company has furnished performance security of ` 0.30 million to ITEL by way of
a bank guarantee valid for 13 months.

Our Company is not permitted to assign the ITEL Contract or any part thereof or any interest or benefit therein
or sub-contract the ITEL Contract without the prior consent of ITEL. In terms of the ITEL Contract, our
Company is required to employ the required personnel for carrying out its obligations under the ITEL Contract,
comply with all applicable laws, carry the risks of loss or damage to physical property, personal injury or death
that may during and in consequence of the ITEL Contract, obtain all necessary insurance against loss or damage
of property, personal injury or death. Our Company is also required to insure workmen and equipments used for
the ITEL Project. Further, our Company is under an obligation to make such necessary arrangements for safety

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of all activities at the toll plazas as well as safety of the users of the road. Our Company is also required to
ensure safe and efficient movement of vehicular traffic and pedestrians.

Toll rates

Our Company is entitled to charge toll from users of the Rajiv Gandhi Salai pursuant to and in accordance with
the rates specified in the Notification (no. G.O.Ms. No. 45) issued by the Government of Tamil Nadu.

Termination

Both our Company and ITEL have the right to terminate the ITEL Contract in case of fundamental breach
caused by the other party. Fundamental breach would include, inter alia, the following circumstances:

a) Bankruptcy or liquidation other than for a reconstruction or amalgamation.

b) Failure of our Company to generate minimum revenue in one quarter resulting in ITEL revoking the
bank guarantee and failure on part of our Company to replace the same during the next quarter.

c) Our Company sub-contracts more than 20.00% of the ITEL Contract in value.

d) Default by our Company in carrying out its obligations under the ITEL Contract.

e) Engagement by our Company in fraudulent or corrupt practices in competing for or executing the ITEL
Contract.

Notwithstanding the above, ITEL may terminate the ITEL Contract at its convenience.

In terms of the ITEL Contract, in case of a termination of the contract on account of failure of our Company to
fulfil conditions under the ITEL Contract, any additional cost incurred by ITEL in completing the ITEL
Contract shall be recovered from our Company.

Vidyasagar Setu Project

4. Agreement dated January 24, 2014 between our Company, RTBPL and HRBC

Our Company and HRBC have entered into an agreement dated January 24, 2014 (the Vidyasagar Setu
Agreement) in relation to collection of fee at the toll plaza at Vidyasagar Setu (the 2
nd
Hooghly Bridge) in
Kolkata in West Bengal. Our Company, RTBPL and HRBC have entered into a tripartite agreement dated
January 24, 2014 (the VS Tripartite Agreement) appointing RTBPL as the SPV to perform the Vidyasagar
Setu Project (as defined below). Our Company has also executed an inter-se agreement dated January 24, 2014
with RTBPL (the VS Inter-se Agreement, and together with the Vidyasagar Setu Agreement and the VS
Tripartite Agreement, the Vidyasagar Setu Agreements) which lays down mutual rights, duties and
obligations of our Company and RTBPL with respect to the Vidyasagar Setu Project. Pursuant to the
Vidyasagar Setu Agreements, RTBPL is responsible for collection of toll from specified vehicles at the toll
plaza located at the Vidyasagar Setu on National Highway no. 117 and for handling, operation, maintenance,
renewing and renovation, upgrading of existing electronically operated toll collection system (the Vidyasagar
Setu Project). The term of the Vidyasar Setu Agreement is five years commencing on September 1, 2013 to
August 31, 2018 (the Concession Period).

Obligations of RTBPL

RTBPL has been approved as the SPV to operate the Vidyasagar Setu Project under the Vidyasagar Setu
Agreement, wherein the liabilities and obligations under the Vidyasagar Setu Agreement have been sub-
contracted to RTBPL and RTBPL is permitted to exercise the rights and benefits granted to our Company under
the VS Inter-se Agreement. Accordingly, in terms of the Vidyasagar Setu Agreements, RTBPL shall pay an

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aggregate amount of ` 2,610 million to HRBC for the project in five equal yearly instalments each amounting to
` 522 million.

Under the Vidyasagar Setu Agreement, RTBPL is required to fulfil various obligations including, inter alia,
efficient toll collection, making necessary arrangements for electricity and lighting at the toll plaza, ensuring
compliance with all applicable laws, providing required information to authorised officers of HRBC for
inspection of records, maintaining electronic, electric equipments and computers handed over by HRBC in
accordance with the provisions of the Vidyasagar Setu Agreements, making provision for security in and around
the toll plaza, ensuring smooth regulation of traffic during toll collection and ensuring that no secret profit or
margin is retained during collection of toll.

In terms of the Vidyasagar Setu Agreements, RTBPL is required to obtain all necessary insurance against thefts,
dacoits, fire or other contingencies against loss at toll station or toll collected. RTBPL is also required to insure
its workmen and equipments. Further, RTBPL is under an obligation to indemnify HRBC against all costs,
damages and expenses arising out of any breach of the Vidyasagar Setu Agreements by RTBPL or arising out of
any claims or proceedings instituted by HRBC or third parties against our Company in connection with the
Vidyasagar Setu Project and against all claims in respect of death or injury to any person or loss or damage to
any property arising out of the toll collection activities.

Obligations of our Company

In terms of the Vidyasagar Setu Agreement, our Company has provided a bank guarantee, valid for 63 months,
to HRBC as security against payment of instalments for the balance four years. On payment of subsequent
instalments every year, an equivalent amount of the bank guarnatee shall be released by HRBC.

Toll rates

RTBPL is entitled to charge toll from users of the abovementioned bridge pursuant to and in accordance with
the rates specified in the Notification No. 2838-WT/11E-52/94pt-II dated August 26, 2008 issued by the
Government of West Bengal.

In case of change in toll rate during subsistence of the Vidyasagar Setu Agreement, there shall be a
corresponding revision in the amount of consideration to be paid by RTBPL to HRBC as per the formula
provided inthe Vidyasagar Setu Agreement.

Termination

HRBC has the right to terminate the Vidyasagar Setu Agreement in, inter alia, the following circumstances:

a) In the event of (i) voluntary or involuntary insolvency, bankruptcy or dissolution of RTBPL; (ii)
appointment of a receiver, administrator, trustee or liquidator over any substantial assets of RTBPL; or
(iii) any steps being taken to enforce any security interest over a substantial part of the assets of
RTBPL.

b) In the event of (i) failure of RTBPL to comply with instructions of HRBC/commissioners or its
authorised officers; (ii) failure of RTBPL to comply with terms and conditions of the Vidyasagar Setu
Agreement; (iii) RTBPL repudiating the Vidyasagar Setu Agreement; (iii) persistent or flagrant
neglect, even after warnings, on the part of RTBPL to comply with obligations under the Vidyasagar
Setu Agreement; or (iv) non-courteous or rude behaviours with users.

c) The Vidyasagar Setu Agreement shall stand terminated if RTBPL or servants of RTBPL are convicted
of any offence under the State of West Bengal Prohibition Act, West Bengal Opium Smoking Act
and/or the Narcotic Drugs and Psychotropic Substances Act, 1985 or in the event of RTBPL or any of
its servants failing to observe any of the provisions of the Vidyasagar Setu Agreement or any of the
terms and conditions governing the Vidyasagar Setu Agreement.


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In terms of the Vidyasagar Setu Agreement, termination of the contract in the above circumstances will result in
forfeiture of the upfront payment made by RTBPL to HRBC and encashment of bank guarantee provided by our
Company to the extent of 2.00% towards liquidated damages. In the event of premature termination of the
Vidyasagar Setu Agreement at the instance of RTBPL, the performance security available with HRBC shall be
liable to be forfeited.

Mahua Hindaun Karauli Project

5. Agreement for collection of toll dated January 11, 2013 between our Company and RSRDC

RSRDC has executed an agreement dated January 11, 2013 (the Mahua Hindaun Karauli Agreement)
with our Company for collection of toll at the toll plazas on the Mahua Hindaun Karauli road for a total
stretch of 65 km in the State of Rajasthan. Under the Mahua Hindaun Karauli Agreement, our Company is
responsible for collection of toll at two toll plazas on the Mahua Hindaun Karauli road corridor, located near
Phulwada and near Gazipur and for maintaining the toll plazas. The term of the Mahua Hindaun Karauli
Agreement is for a period of 21 months commencing on January 24, 2013 and ending on October 23, 2014 (the
Contract Period).

Obligations of our Company

In terms of the Mahua Hindaun Karauli Agreement, the total amount payable by our Company to RSRDC is
` 146.83 million 17.50% of which is required to be deposited with RSRDC before the start of toll collection and
the remaining 82.50% is payable in 20 monthly instalments starting on January 24, 2013 and ending on October
23, 2014 as provided in the Mahua Hindaun Karauli Agreement. Our Company has furnished a bank
guarantee of ` 36.71 million to RSRDC, which is 25.00% of the total amount payable, to be held in deposit as
performance security for performance of the Mahua Hindaun Karauli Project, which shall be released upon
satisfactory completion of the Mahua Hindaun Karauli Agreement after all claims of RSRDC have been
settled. RSRDC is entitled to deduct from the performance security, any instalment amount falling due under
the Mahua Hindaun Karauli Agreement, and our Company is under an obligation to replenish the deducted
amount within 10 days from the date of receipt of notice thereof from RSRDC.

The Mahua Hindaun Karauli Agreement stipulates certain obligations to be fulfilled by our Company, being
the contractor, including, among others, maintenance of toll plazas and surrounding area, ensuring safety in
operation as required, including compliance of the provisions under the safety manual published by the central
water and power commission. Our Company is required to deploy such minimum number of employees to
manage the collection of toll and keep any bridge/road/tunnel forming part of the Mahua Hindaun Karauli
corridor open for traffic at all hours under all reasonable conditions. Our Company is required to abide by all
applicable laws as well as regulations and bye-laws of any local authority, including payment of any fees in
connection therewith. Our Company is not entitled to transfer or sublet any right conferred to our Company
under the Mahua Hindaun Karauli Agreement, without prior approval from RSRDC.

In terms of the Mahua Hindaun Karauli Agreement, our Company is under an obligation to indemnify
RSRDC against all loss or damages, resulting directly or indirectly out of our Company and against claims or
liabilities arising out of violation of any laws or regulations by our Company or its employees.

Toll rates

Our Company is entitled to charge toll from users of the Mahua Hindaun Karauli road pursuant to and in
accordance with the rates specified in the Notification (no. PD/HND/2012-13/961 dated January 21, 2013)
issued by the Government of Rajasthan, as amended from time to time.

As per the Mahua Hindaun Karauli Agreement, if the toll rates are revised by the State Government during
the Contract Period, in comparison to the rates on the basis of which reserve price has been calculated, the bid
amount shall stand revised by the same ratio in which toll rates are enhanced with effect from the date of such
enhancement.


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Liquidated damages and penalties

The Mahua Hindaun Karauli Agreement requires our Company to pay penalty for default in replenishment
of the performance security by our Company at the rate of 18.00% p.a. on the default amount for upto seven
days of such default. Further, in case of non-payment of any instalment payable to RSRDC on the due date of
payment, our Company shall be liable to pay a penalty of a minimum one month interest at the rate of 18.00%
p.a. from the date of default. Our Company is also liable to pay to RSRDC a sum of ` 1,000 per day for each
day of default in case of breach of any of the conditions or provisions of the labour laws and rules and
regulations applicable, subject to a maximum of one per cent of the amount payable to RSRDC under the
contract. Further, our Company is liable to pay RSRDC a sum of ` 1,000 per day for each day of default in case
of failure to comply with the provisions of the safety manual. Our Company shall also be liable to pay penalty
to RSRDC for charging excess fee from users for the first two such instances.

Termination

RSRDC is entitled to withdraw the Mahua Hindaun Karauli Agreement in case of default of our Company
in replenishing the performance security along with interest within seven days of such default, after deduction
of the same by RSRDC. The Mahua Hindaun Karauli Agreement is liable to be terminated at the discretion
of RSRDC in case of non-payment of instalments on their due date, breach or non-observance of any condition
of the Indian Tolls Act, 1851 or the Motor Vehicle Taxation Act, 1951 or of any condition stipulated under the
Mahua Hindaun Karauli Agreement. In case of delay in payment of any instalment to RSRDC along with
default interest exceeding 10 days, RSRDC is entitled to adjust the performance security against the payable
amount after cancelling the Mahua Hindaun Karauli Agreement.

As per terms of the Mahua Hindaun Karauli Agreement, in case our Company is imprisoned, becomes
insolvent, compounds with its creditors, has a receiving order made against it, carries on business under a
receiver for the benefit of the creditors or any of them, goes into liquidation or commences winding up
proceedings for the purpose of amalgamation or reconstruction, RSRDC shall be at liberty to either give the
liquidator or receiver (or other person in whom the contract may become vested) the option of carrying out the
Mahua Hindaun Karauli Agreement or a portion thereof subject to his providing a guarantee for the
performance of the same, or to terminate the Mahua Hindaun Karauli Agreement and take further action for
default of our Company.

In terms of the Mahua Hindaun Karauli Agreement, our Company is also liable to pay liquidated damages to
RSRDC for charging excess toll for the first two instances of such excess charging. In case our Company is still
found charging excess toll, the Mahua Hindaun Karauli Agreement is liable to be rescinded or cancelled
along with forfeiture of deposit provided and any advance payments made to RSRDC and our Company shall
be debarred from participating in any such contracts in the future.

Kini Tasawade Project

6. Contract Agreement dated September 5, 2014 between our Company, RTIPL and MSRDC

Our Company, RTIPL and MSRDC have entered into a contract agreement dated September 5, 2014 (the Kini
Tasawade Contract) in relation to collection of fee at two toll plazas near Kini and Tasawade in Maharashtra.
Pursuant to the Kini Tasawade Contract, RTIPL is responsible for collection of toll from specified vehicles at
two toll plazas located near Kini and Tasawade and for maintaining the aforementioned toll plazas. The term of
the Kini Tasawade Contract is for a period of 104 weeks commencing on May 29, 2014 (the Concession
Period).

Obligations of RTIPL

RTIPL has been assigned the rights and benefits of the Kini Tasawade Contract by our Company and is required
to exercise the rights and benefits assigned to it in accordance with the terms of the Kini Tasawade Contract.
Accordingly, in terms of the Kini Tasawade Contract, RTIPL shall pay an aggregate amount of ` 2,270.70
million to MSRDC for the project in monthly upfront instalments. RTIPL is also required to deposit non-

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refundable maintenance cost of ` 5.00 million with MSRDC at the start of each year during the term of the Kini
Tasawade Contract for maintenance of integrated roads. Further, in terms the Kini Tasawade Contract, if the
revenue generated from toll collection is more than the income projected by RTIPL, the excess revenue shall be
shared with MSRDC as per the formula specified in the Kini Tasawade Contract.

Under the Kini Tasawade Contract, RTIPL is required to fulfil certain obligations including, inter alia, effective
and efficient toll collection, making regular payment of instalments to MSRDC, compliance with all applicable
laws, providing all necessary manpower, equipment, security and other arrangements for smooth operation of
toll plazas and maintaining the property and equipment handed over by MSRDC in terms of the Kini Tasawade
Contract and ensuring that no secret profit or margin is retained during collection of toll.

In terms of the Kini Tasawade Contract, RTIPL is required to obtain necessary insurance against thefts, dacoits,
fire or other contingencies against loss at toll station or toll collected. RTIPL is also required to insure its
workmen and equipments. Further, RTIPL is under an obligation to make such necessary and required
arrangements for the toll plazas at the sites as directed by MSRDC for effective and efficient toll collection.
RTIPL is also under an obligation to indemnify MSRDC against all costs, damages, expenses, etc. arising from
any claims in respect of death or injury to any person or loss or damage to any property.

In terms of the Kini Tasawade Contract, RTIPL has furnished an interest free performance security of ` 203.85
million in the form of a bank guarantee. The performance security is liable to be forfeited in the event that the
obligations of RTIPL under the Kini Tasawade Contract are not fulfilled. Further, RTIPL has also submitted
security deposit of ` 203.85 million in the form of a demand draft in favour of MSRDC. Further, while the
rights and benefits accorded to our Company under the Kini Tasawade Contract have been assigned to RTIPL
pursuant to the Kini Tasawade Contract, our Company continues to be responsible to MSRDC for all the
liabilities under the Kini Tasawade Contract. Accordingly, our Company is liable under the Kini Tasawade
Contract for any non-compliance by RTIPL.

Toll rates

RTIPL is entitled to charge toll from users of the abovementioned roads pursuant to and in accordance with the
rates specified in the Notification No. NHAI/PIU/PUNE/MSRDC Toll/2014/1151 dated April 25, 2014 issued
by NHAI.

In case of a change in toll rate during the subsistence of the Kini Tasawade Contract, there shall be a revision in
the amount of consideration to be paid by RTIPL to MSRDC.

Liquidated damages and penalties

In terms of the Kini Tasawade Contract, RTIPL is required to pay to MSRDC a penalty of ` 50,000 for every
week of non-compliance of any of its obligations. Further, RTIPL is also liable for liquidated damages, inter
alia, for (i) charging excess fee from users, (ii) resistance or non-cooperation of RTIPL for traffic survey
consultancy work by MSRDC, (iii) insolvency of RTIPL, (iv) compulsory winding up order being passed
against RTIPL, or (v) dissatisfaction of MSRDC with the management and/or performance of our Company or
RTIPL.

If during the Concession Period the toll collected during any month falls short of the amount of installment to
be paid to MSRDC, our Company shall make good the shortfall.

Termination

MSRDC has the right to terminate the Kini Tasawade Contract in, inter alia, the following circumstances:

(a) In the event of (i) insolvency or bankruptcy of RTIPL; (ii) appointment of a receiver, administrator,
trustee or liquidator over any substantial assets of RTIPL; or (iii) any default by RTIPL under any of its
financing documents resulting in recall of any of the financial assistance.


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(b) Failure of RTIPL to observe or perform any of its obligations under the Kini Tasawade Contract.

(c) By providing a 14 days prior notice in the event of (i) RTIPL repudiating the Kini Tasawade Contract;
or (ii) any breach by RTIPL of the terms of the Kini Tasawade Contract; or (iii) failure on the part of
RTIPL to remit instalments payable to MSRDC.

(d) If our Company or RTIPL fails to replenish the performance security after MSRDC has adjusted the
amount of performance security in full or in part for any default committed under the Kini Tasawade
Contract, MSRDC has the right to terminate the Kini Tasawade Contract. In the event of such
termination, MSRDC has the right to disqualify RTIPL from participating in any tender floated by
MSRDC in respect of toll collection and/or commercial exploitation for a period of two years
thereafter.

(e) In the event of RTIPL being found to be charging excess fee from users on more than three occasions,
MSRDC shall have the right to terminate the Kini Tasawade Contract. In the event of such termination
MSRDC has the right to disqualify RTIPL from participating in any tolling bids floated by MSRDC.

In terms of the Kini Tasawade Contract, termination of the contract in certain circumstances will result in
forfeiture of the upfront payment and performance security by encahsment of the bank guarantee.

Kalyan Shilphata Project

7. Contract Agreement dated September 26, 2013 between our Company and MSRDC

Our Company and MSRDC have entered into an agreement dated September 26, 2013 (the Kalyan Shilphata
Contract) in relation to collection of toll at two toll plazas on the Bhiwandi Kalyan Shilphata highway in
Maharashtra. Under the Kalyan Shilphata Contract, our Company is responsible for collection of toll from
specified vehicles at two toll plazas located at Katai and Gove on the Bhiwandi Kalyan Shilphata section on
State Highway No. 40. The term of the Kalyan Shilphata Contract is for a period of 156 weeks commencing on
September 27, 2013 and ending on September 23, 2016 (the Contract Period).

Obligations of our Company

In terms of the Kalyan Shilphata Contract, the total amount payable by our Company to MSRDC is ` 633.60
million to be paid in upfront monthly instalments. Our Company has furnished a bank guarantee of ` 170
million to MSRDC, to be held in deposit as performance security for performance of the Kalyan Shilphata
Project, which shall be released upon satisfactory completion of the Kalyan Shilphata Contract. Our Company
is also required to deposit maintenance cost of ` 15 million with MSRDC at the start of each year during the
term of the Kalyan Shilphata Contract for maintenance the toll plazas and roads. Further, in terms the Kalyan
Shilphata Contract, if the revenue generated from toll collection is more than the revenue projected by our
Company, the excess revenue shall be shared with MSRDC as per the formula specified in the Kayan Shilphata
Contract.

Under the Kalyan Shilphata Contract, our Company is required to fulfil certain obligations including, inter alia,
effective and efficient toll collection, making regular payment of instalments to MSRDC, compliance with all
applicable laws, providing all necessary manpower, equipment, security and other arrangements for smooth
operation of toll plazas and maintaining the property and equipment handed over by MSRDC in terms of the
Kalyan Shilphata Contract and ensuring that no secret profit or margin is retained during collection of toll.

In terms of the Kalyan Shilphata Contract, our Company is required to obtain necessary insurance against thefts,
dacoits, fire or other contingencies against loss at toll station or toll collected. Our Company is also required to
insure its workmen and equipments. Further, our Company is under an obligation to make necessary
arrangements for the toll plazas at the sites as directed by MSRDC for effective and efficient toll collection. Our
Company is also under an obligation to indemnify MSRDC against all costs, damages, expenses, etc. arising
from any claims in respect of death or injury to any person or loss or damage to any property.


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Toll rates

Our Company is entitled to collect toll as per the rates mentioned in the notification (PSP-2004/CR-325/Road-
8) dated July 29, 2013, issued by the Government of Maharashtra, applicable upto July 9, 2016.

In case of a change in toll rate during the subsistence of the Kalyan Shilphata Contract, there shall be a revision
in the amount of consideration to be paid by our Company to MSRDC.

Liquidated damages and penalties

As per terms of the Kalyan Shilphata Contract, in case of non-payment of any instalment payable to MSRDC on
the due date of payment, our Company shall be liable to pay interest at the rate of 24.00% p.a. on the amount
unpaid, covering the actual period of non-payment. In terms of the Kalyan Shilphata Contract, our Company is
required to pay to MSRDC a penalty of ` 50,000 for every week of non-compliance of any of its obligations.
Further, we are also liable for liquidated damages, inter alia, for (i) charging excess fee from users, (ii)
resistance or non-cooperation of our Company for traffic survey consultancy work by MSRDC, (iii) insolvency
of our Company, or (iv) compulsory winding up order being passed against our Company, dissatisfaction of
MSRDC with the management and/or performance of our Company.

During the Contract Period, the toll collected during any month falls short of the amount of installment to be
paid to MSRDC, our Company shall make good the shortfall.

Termination

MSRDC has the right to terminate the Kalyan Shilphata Contract in, inter alia, the following circumstances:

(a) In the event of (i) insolvency or bankruptcy of our Company; (ii) appointment of a receiver,
administrator, trustee or liquidator over any substantial assets of our Company; or (iii) any default by
our Company under any of the financing documents for the Kalyan Shilphata Project resulting in recall
of any of the financial assistance.

(b) By providing a 14 days prior notice, in the event of (i) our Company repudiating the Kalyan Shilphata
Contract; or (ii) any breach by our Company of the terms of the Kalyan Shilphata Contract; or (iii)
failure on the part of our Company to remit instalments payable to MSRDC.

(c) If our Company fails to replenish the performance security after MSRDC has adjusted the amount of
performance security in full or in part for any default committed under the Kalyan Shilphata Contract,
MSRDC has the right to terminate the Kalyan Shilphata Contract. In the event of such termination
MSRDC has the right to disqualify our Company from participating in any tender floated by MSRDC
in respect of toll collection and/or commercial exploitation for a period of two years thereafter.

(d) In the event of our Company being found to be charging excess fee from users on more than three
occasions, MSRDC shall have the right to terminate the Kalyan Shilphata Contract. In the event of
such termination MSRDC has the right to disqualify our Company from participating in any tolling
bids floated by MSRDC.

In terms of the Kalyan Shilphata Contract, termination of the contract in certain circumstances will result in
forfeiture of the upfront payment and performance security by encahsment of the bank guarantee.




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REGULATIONS AND POLICIES
The following description is a summary of certain sector specific laws and regulations in India, which are
applicable to us. The information detailed in this section has been obtained from publications available in the
public domain. The regulations set out below may not be exhaustive, and are only intended to provide general
information to the investors and are neither designed nor intended to substitute for professional legal advice.

Key Regulations in relation to the Road Sector

The primary legislations governing the roads sector are the National Highways Act, 1956 (NH Act) and the
National Highways Authority of India Act, 1988 (NHAI Act).

National Highways Act, 1956 (NH Act)

Under the NH Act, the GoI is vested with the power to declare and omit a highway as a national highway and
also to acquire land for this purpose. The GoI may by notification, declare its intention to acquire any land when
it is satisfied that for a public purpose such land is required for the building, maintenance, management or
operation of a national highway. The NH Act prescribes the procedure for the same. Such procedure relates to
declaration of an intention to acquiring, entering and inspecting such land, hearing of objections, declaration
required to be made for the acquisition and the mode of taking possession. The NH Act also provides for
payment of compensation to owners who enjoy easement over such lands.

The GoI is responsible for the development and maintenance of national highways. However, it may direct that
such functions may also be exercised by the State Governments. Further, the GoI has the power to enter into an
agreement with any person for the development and maintenance of a part or whole of the highway. Such
person would have the right to collect and retain fees at such rates as may be notified by the GoI.

National Highway (Collection of Fees by any Person for the Use of Section of National Highways/
Permanent Bridge/ Temporary Bridge on National Highway) Rules, 1997 (the NH Rules)

The NH Rules provide that the GoI may enter into agreements with persons for development and maintenance
of the whole or part of a national highway/permanent bridge/temporary bridge on national highway as it may
decide, pursuant to which such person may be permitted to invest his own funds for the development or
maintenance of a section of National Highway or any permanent bridge/ temporary bridge on a national
highway. Such person is allowed to collect and retain the fees at agreed rates from different categories of
vehicles for an agreed period for the use of the facilities created therein, subject to the terms and conditions of
the agreement and the NH Rules. The rates of fees and the period of collection are decided by the GoI and the
factors taken into account to decide the same include expenditure involved in building; maintenance,
management and operation of the whole or part of such section; interest on the capital invested; reasonable
return, the volume of traffic; and the period of such agreement. An official shall also be nominated so as to
ensure that the fees are collected at the agreed rates.

Once the period of collection of fees by the person is completed, all rights pertaining to the section, permanent
bridge or the temporary bridge on the national highway would be deemed to have been taken over by the GoI.

National Highways Fee (Determination of Rates and Collection) Rules, 2008 (the NH Fee Rules)

Pursuant to the NH Fee Rules, GoI may, by a notification, levy fee for use of any section of a national highway,
permanent bridge, bypass or tunnel forming part of a national highway, as the case may be. However, GoI
may, by notification, exempt any section of a national highway, permanent bridge, bypass or tunnel
constructed through a public funded project.

The collection of fee shall commence within forty five days from the date of completion of the section a
national highway, permanent bridge, bypass or tunnel constructed through a public funded project. In case of a
private investment project, the collection of such fee shall be made in accordance with the terms of the
agreement entered into by the concessionaire. The NH Fee Rules further provides for the base rate of fees

206
applicable for the use of a section of the national highway and applicable to different categories of vehicles. The
various modalities for collection of fee are also outlined in the NH Fee Fules.

The NH Fee Rules was amended in 2010 wherein the rate of fee for use of a bypass forming part of a national
highway constructed with a cost of ` 100 million or more was laid down. Further, the base rate for collection of
fee for use of a section of a national highway was amended and certain exemptions from payment of toll by
vehicles were laid down. The NH Fee Rules as further amended in 2011 wherein the base rate for collection of
fee for use of a section of a national highway constructed after September 11, 1956 but before December 5,
2008 was prescribed, which was further amended in 2013.

Pursuant to amendments to the NH Fee Rules in 2013 and 2014, the Government has prescribed, inter alia,
specific rates for use of expressways, methods of computation of fee rates in cases where there has been an up-
gradation of a four-lane highway and substantial improvement made to a carriageway with minimum of two
alnes and maximum of four lanes and mode of calculating fee rates for private investment projects.

National Highways Authority of I ndia Act, 1988 (the NHAI Act)

The NHAI Act provides for the constitution of an authority for the development, maintenance and management
of National Highways. Pursuant to the same the National Highways Authority of India (NHAI), an
autonomous body, was set up in 1995. Under the NHAI Act, GoI carries out development and maintenance of
the National Highway system through the NHAI. Pursuant to the same the NHAI has the power to enter into
and perform any contract necessary for the discharge of its functions under the NHAI Act. The limit in relation
to the value of the contracts that may be entered into by NHAI is prescribed by GoI. However, such contracts
can exceed the value so specified with the prior approval of the GoI. The NHAI Act provides that the contracts
for acquisition, sale or lease of immovable property cannot exceed a term of thirty days.

NHAIs primary mandate is the time and cost bound implementation of the National Highways Development
Programme (NHDP) through a host of funding options, which include fund assistance from external
multilateral agencies like the World Bank and Asian Development Bank (ADB). The NHAI also strives to
provide road connectivity to major ports. NHAIs role encompasses involving the private sector in financing the
construction, maintenance and operation of the national highways and wayside amenities. The NHAI is also
involved with the improvement, maintenance and augmentation of the existing national highways network and
implementation of road safety measures and environmental management.

The National Highways Authority of India (Amendment) Bill, 2008, was approved by the Cabinet in December
2008. It aims at increasing institutional capacity of NHAI and helping to execute the powers delegated to it. The
government plans to make NHAI a multi-disciplinary professional body with financial management and
contract management expertise. It aims at induction of professionals who in turn will enhance the capacity of
NHAI to take strategic decisions, widen the perspective, bring in best management practices and help in
achieving goals of higher private participation.

I ndian Tolls Act, 1851

Pursuant to the Indian Tolls Act, 1851, the State Governments have been vested with the power to levy tolls at
such rates as they deem fit, to be levied upon any road or bridge, made or repaired at the expense of the Central
or any State Government. The tolls levied under the Indian Tolls Act, 1851, are deemed to be public revenue.
The collection of tolls can be placed under any person as the State Governments deem fit under the said Act and
they are enjoined with the same responsibilities as if they were employed in the collection of land revenue.
Further, all police officers are bound to assist the toll collectors in the implementation of the Indian Tolls Act,
1851. The Indian Tolls Act, 1851 further gives power for recovery of toll and exempts certain catergory of
people from payment of toll.



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Provisions under the Constitution of I ndia and other legislations in relation to collection of toll

Entry 59, List II of Schedule VII read with Article 246 of the Constitution of India vests the states with the
power to levy tolls. Pursuant to the Indian Tolls Act, 1851, the State Governments have been vested with the
power to levy tolls at such rates as they deem fit.

Bombay Motor Vehicles Tax Act, 1958

Bombay Motor Vehicles Tax Act, 1958 (the BMVT Act) vests the Government of Maharashtra with the
power to levy and collect tax on all motor vehicles used or kept for use in the State of Maharashtra at such rates
as may be specified by the Government of Maharashtra by notification, from time to time, but not exceeding the
minimum rates specified under the BMVT Act. Further, in accordance with the provisions of the BMVT Act,
the Government of Maharashtra has the power to levy and collect tolls on motor vehicles and trailers drawn by
such vehicles passing over any bridge or through any tunnel (including the approach road thereto or any section
of road or by-pass, if declared by the Government of Maharashtra as a single entity), situated in a well defined
zone which is constructed, reconstructed, improved or repaired after commencement of the BMVT Act, at the
expense of the Government of Maharashtra or any private entrepreneur or agent appointed by the Government
of Maharashtra for such purpose. In terms of the BMVT Act, the Government of Maharashtra may collect toll
by itself or through its agent. The BMVT Act is applicable to the whole of the state of Maharashtra.

Rajasthan Road Development Act, 2002

The Rajasthan Road Development Act, 2002 (the RRD Act) provides for development of roads, excluding
National Highways, in the state of Rajasthan by the Government of Rajasthan, either by itself or through private
participation by entering into agreements with any person or local body in relation to the development of any
road or any section thereof. Further, under the RRD Act, the Government of Rajasthan has the power to levy
fees by way of, and at rates prescribed by, notification. The RRD Act also gives powers to the person or local
body, entering into an agreement with the State Government, to regulate and control traffic on the road or
section thereof forming part of such agreement. The RRD Act is applicable to the whole of the state of
Rajasthan. Under the RRD Act, the Government of Rajasthan has notified the Rajasthan Road Development
Rules, 2002 (the RRD Rules) to lay down the procedure for formulating road development projects, selection
of investors, awarding of projects and implementation of such projects.

Rajasthan Motor Transport Vehicles Toll Act, 1991

The Rajasthan Motor Transport Vehicles Toll Act, 1991, (the RMTVT Act) vests the Government of
Rajasthan with the power to levy toll on certain motor vehicles entering the State of Rajasthan at rates notified
by the Government of Rajasthan from time to time. Further, as per provisions of the RMTVT Act, the
Government of Rajasthan has the power to prohibit the entry into the State of Rajasthan of a vehicle which is
liable to pay toll, on non-payment of such toll as well as detain or seize such vehicle or any part of it, considered
sufficient for realisation of the toll. Further, the Government of Rajasthan may also, by notification and subject
to conditions, exempt any motor transport vehicle or any class of motor transport vehicles from the payment of
toll. The RMTVT Act is applicable to the whole of the state of Rajasthan. Under the RMTVT Act, the
Government of Rajasthan has notified Rajasthan Motor Transport Vehicles Toll Rules, 1991 which lay down
the manner of levy, payment and collection of toll as prescribed under the RMTVT Act.

Other Laws and Regulations

In addition to the aforementioned material legislations which are applicable to our Company, the other
legislations that apply to the operations of our Company include, inter alia:

The Contract Labour (Regulation and Abolition) Act, 1970;

The Employees Provident Funds and Miscellaneous Provisions Act, 1952

The Payment of Bonus Act, 1965

208

The Payment of Gratuity Act, 1972

The Payment of Wages Act, 1936

Employees Compensation Act, 1923

Inter-state Migrant Workers Act, 1979

The Minimum Wages Act, 1948

The Bombay Shops and Establishment Act, 1948

209
HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as MEP Toll Road Private Limited on August 8, 2002, at Mumbai, Maharashtra
as a private limited company under the Companies Act, 1956. The name of our Company was changed from
MEP Toll Road Private Limited to MEP Infrastructure Developers Private Limited and a fresh certificate of
incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai, to our
Company on November 28, 2011. Subsequently, pursuant to a special resolution passed by our shareholders at
an EGM held on August 19, 2014, the name of our Company was changed from MEP Infrastructure Developers
Private Limited to MEP Infrastructure Developers Limited and a fresh certificate of incorporation consequent
upon change of name was issued by the Registrar of Companies, Mumbai, to our Company on September 8,
2014.

Our Company was incorported on August 8, 2002 with a paid-up capital of ` 100,000. On December 2, 2002,
Ideal Road Builders Private Limited was alloted 990,000 Equity Shares pursuant to which our Company
became a subsidiary of Ideal Road Builders Private Limited. On June 8, 2006, 891,000 Equity Shares held by
Ideal Road Builders Private Limited were transferred to Jayant D. Mhaiskar. The details in this regard have
been disclosed in the section Capital Structure on page 81.

The changes to the name of our Company were undertaken to align the name of our Company with the nature of
business of our Company and upon conversion of our Company from a private limited company to a public
limited company.

Our Company has 21 members as of the date of this Draft Red Herring Prospectus. For more details on the
shareholding pattern, see the section Capital Structure on page 81.

Our Company is not operating under any injunction or restraining order.

For information on our Companys activities, projects, market, growth, technology, managerial competence,
standing with reference to prominent competitors, major suppliers and customers and acquisition of BTPL, see
the sections Our Business, Industry Overview, Managements Discussion and Analysis of Financial
Condition and Results of Operations of our Company and Management on pages 145, 117, 402 and 221,
respectively.
Changes in Registered Office

The details of changes in the Registered Office are set forth below:

Date of change Details of change in the address of Registered Office

January 1, 2007 The Registered Office of our Company was changed from 501, Dattashram, Hindu
Colony, Lane No. 1, Dadar, Mumbai - 400014 to IRB Complex, Chandivali Farm,
Chandivali Village, Andheri (East), Mumbai 400072

October 8, 2010 The Registered Office of our Company was changed from IRB Complex, Chandivali
Farm, Chandivali Village, Andheri (East), Mumbai 400072 to 410, boomerang,
Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai - 400 072

November 27, 2013 The Registered Office of our Company was changed from 410, boomerang,
Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai - 400 072 to
A 412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri (East),
Mumbai - 400 072



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The changes to the Registered Office of our Company were made to ensure greater operational efficiency

The main objects of our Company

The main objects contained in the Memorandum of Association of our Company are as follows:

1. To carry on the business of construction work comprising of civil works, civil engineers, civil contractors
and to undertake projects and contracts for Government and Government Departments or authorities and
undertake either alone and jointly with any other company or persons, works of all distinction like
construction, renovation, repairs, widening, paving, resurfacing of roads, upgrading, strengthening of
roads, flyovers, highways, tunnels or bridges of all types of R. C. C and posttensioned cement concrete
works, reinforced cement concrete works, granting, rockcutting, reclamations, cement gutting,
waterproofing works, painting, decorating and to purchase, acquire, contract, erect, repair and
maintaining of structures, flyovers, tunnels, dams, earth tunnels, towers, reservoirs, drains and culverts,
trenches, embankments, irrigation works, reclamations, land improvement, sewerage and sanitary works.

2. To carry on the business of collection of toll or any services as an agent or enter into arrangement with
Central Government, State Government, Semi Government Bodies, Private Parties or Authorities, whether
Municipal, Local or otherwise or with any institution or company in India or abroad and to procure or
maintain from such Government Authority, person, institution or company, rights of all sorts for
assistance, privileges, charters, contracts, licenses and concessions which the company may think it
desirable and to carry out, exercise and comply therewith.

The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently carried out as well as the activities proposed to be undertaken pursuant to the Objects of the Issue.

Amendments to the Memorandum of Association

Since incorporation, the following changes have been made to the Memorandum of Association:

Date of
shareholders
resolution
Nature of Amendment
November 18,
2002
Amendment to Clause V of the Memorandum of Association to reflect increase in
authorized share capital from ` 10,000,000 divided into 500,000 Equity Shares and
500,000 redeemable preference shares of ` 10 each to ` 112,500,000 divided into
1,000,000 Equity Shares and 10,250,000 preference shares of ` 10 each.

June 7, 2006 Amendment to Clause V of the Memorandum of Association to reflect increase in
authorized share capital from ` 112,500,000 divided into 1,000,000 Equity Shares of ` 10
each and 10,250,000 Preference Shares of ` 10 each to ` 500,000,000 divided into
39,750,000 Equity Shares and 10,250,000 Preference Shares of ` 10 each.

August 8, 2011 Insertion of the following additional objects in the Memorandum of Association under
Other Objects:

39. To construct & maintain Bus Terminal cum commercial complex, workshops for
the buses, Parking Plazas, Multi-level Car Parking on Design Build Operate and Transfer
(DBOT) basis or otherwise.

40. To do the business of manufacturers, buyers, sellers, traders, importers, exporters,
distributors, factors, stockiest, dealers of all kinds of High Security Number plates and to
act as consultants and agents for any Government or any other organization for all kinds
of High Security Registration Plates on Build, Own and Operate (BOO) basis an matters
related and or incidental thereto.


211
Date of
shareholders
resolution
Nature of Amendment
41. To carry on the business of collection of Octroi, Escort Fees or other service charges
as an agent of, and/or, for the purpose, enter into arrangement with Central Government,
State Government, Semi-Government bodies, Private Parties or authorities, whether
Municipal, Local or otherwise or with any institution or Company in India or abroad and
to procure or maintain from such Government Authority, person, institution or Company,
rights of all sorts for assistance, privileges, charters, contracts, licences and concessions
which the Company may think it desirable and to carry out, exercise and comply
therewith.

42. To develop, operate, maintain & modernize Computerised Interstate Check Posts on
Design, Build, Operate and Transfer (DBOT) basis or otherwise.

43. To plan, design, construct, engineering & development, and/or Operations,
Maintenance & Management of 5 Star Hotel Cum Convention Facility through Public
Private Partnership mode on Design, Build, Operate and Transfer (DBOT) basis or
otherwise.

November 24,
2011
Amendment to reflect change in the name of Company from MEP Toll Road Private
Limited to MEP Infrastructure Developers Private Limited.

December 16,
2011
Cancellation of 10,250,000 Preference Shares and re-classification as 10,250,000 Equity
Shares.

December 16,
2011
Amendment to Clause V of the Memorandum of Association to reflect increase in
authorized share capital from ` 500,000,000 divided into 50,000,000 Equity Shares to `
1,000,000,000 divided into 100,000,000 Equity Shares.

March 23, 2013 Amendment to Clause V of the Memorandum of Association to reflect increase in
authorized share capital from 1,000,000,000 divided into 100,000,000 Equity Shares to `
1,050,000,000 divided into 105,000,000 Equity Shares.

August 16, 2013 Amendment to Clause V of the Memorandum of Association to reflect increase in
authorized share capital from ` 1,050,000,000 divided into 105,000,000 Equity Shares to
` 1,500,000,000 divided into 150,000,000 Equity Shares.

May 26, 2014 Amendment to Clause V of the Memorandum of Association to reflect increase in
authorized share capital from ` 1,500,000,000 divided into 150,000,000 Equity Shares to
` 2,000,000,000 divided into 200,000,000 Equity Shares.

August 19, 2014 Amendment to reflect change in the name of Company from MEP Infrastructure
Developers Private Limited to MEP Infrastructure Developers Limited pursuant to
conversion of our Company from private limited company to public limited company and
Clause V of the Memorandum of Association was amended to insert a sub-clause (b) as
mentioned below :

The paid-up capital of the Company shall be minimum of `5,00,000/- (Rupees Five Lakhs
only)




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Major events

The table below sets forth some of the key events in the history of our Group:

Calender Year Event
2002 We started collection of toll at the Mumbai Entry Points
2009 We started collection of toll for the Rajiv Gandhi Sea Link project
2010 We were awarded a toll collection contract in Rajasthan by RIDCOR for a period of five
years
2010 We obtained securitization of ` 21,000 million for the Mumbai Entry Points Project
2010 Our Company started toll collection pursuant to contracts with NHAI across multiple states
in India
2011 We acquired BTPL having a BOT project in Maharashtra for a consideration of ` 10.1
million
2011 - 2012 We crossed ` 10,000 million of toll and octroi collection revenue in a single financial year
(financial year 2011-2012) for the first time
2012 MEP IEPL consortium received award of the OMT project from NHAI, being the
Hyderabad Bangalore Project
2012 We were awarded our first project by NHAI in Rajasthan for toll collection at the Paduna
Toll Plaza
2012 We launched Electronic Toll Collection at the Rajiv Gandhi Sea Link
2013 We entered into a concession agreement with NHAI for the Chennai Bypass Project
2013 We entered into a concession agreement with NHAI for the Madurai Kanyakumari
Project in Tamil Nadu
2013 We were awarded the Vidyasagar Setu Project by HRBC
2014 We were awarded the OMT project for maintenance of, and collection of toll at the toll
plaza at Bandra for, the Rajiv Gandhi Sea Link in Mumbai, Maharashtra by MSRDC

For details in relation to our equity and debt capital raised by us, see the sections Capital Structure and
Financial Indebtedness on pages 81 and 430 respectively.

Subsidiaries

Our Company has 16 Subsidiaries. For details regarding our Subsidiaries, see the section Subsidiaries on page
213.

Acquisition of Business

BTPL was acquired by RTPL pursuant to a share purchase agreement dated January 20, 2011 between RTPL,
BTPL, Pratibha Industries Limited and Kakade Infrastructure Private Limited. For details of the Subsidiaries,
see the section Subsidiaries on page 213.

Holding Company

For details of the holding company, see the section Promoters and Promoter Group on page 240 of this Draft
Red Herring Prospectus.

Financial and Strategic Partners

Our Company does not have any financial or strategic partners.



213
SUBSIDIARIES

Our Company has sixteen Subsidiaries. None of the Subsidiaries have made any public or rights issue in the last
three years nor they have become sick companies under the meaning of SICA or are under winding up.

Unless otherwise specified, all information in this section is as of the date of this Draft Red Herring Prospectus.

Subsidiaries of our Company:

1. Baramati Tollways Private Limited;
2. MEP Chennai Bypass Toll Road Private Limited;
3. MEP Hamirpur Bus Terminal Private Limited;
4. MEP Highway Solutions Private Limited;
5. MEP Hyderabad Bangalore Toll Road Private Limited;
6. MEP Infrastructure Private Limited;
7. MEP IRDP Solapur Toll Road Private Limited;
8. MEP Nagzari Toll Road Private Limited;
9. MEP RGSL Toll Bridge Private Limited;
10. MEP Tormato Private Limited.
11. MEP Una Bus Terminal Private Limited;
12. Raima Toll & Infrastructure Private Limited;
13. Raima Toll Road Private Limited;
14. Raima Ventures Private Limited;
15. Rideema Toll Bridge Private Limited;
16. Rideema Toll Private Limited;

Subsidiaries

1. Baramati Tollways Private Limited (BTPL)

Corporate I nformation

BTPL was incorporated under the Companies Act, 1956 on June 8, 2010, in Mumbai. BTPL is currently
involved in the business of maintenance of, and collection of toll for, the Ring Road and bridges in Baramati on
a BOT basis. For further details, see the section Our Business on page 145.

BTPL was acquired by RTPL pursuant to a share purchase agreement dated January 20, 2011 between RTPL,
BTPL, Pratibha Industries Limited and Kakade Infrastructure Private Limited for a consideration of ` 10.1
million.

The authorised share capital of BTPL is ` 300,000,000 divided into 30,000,000 equity shares of face value ` 10
each and the paid up capital is ` 300,000,000 divided into 30,000,000 equity shares of face value of ` 10 each.

The shareholding pattern of BTPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. Rideema Toll Private Limited 29,999,800 99.99
2. Pratibha Industries Limited 100 Negligible
3. Kakade Infrastructure Private Limited 100 Negligible
Total 30,000,000 100.00




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2. MEP Chennai Bypass Toll Road Private Limited (MEP CB)

Corporate I nformation

MEP CB was incorporated under the Companies Act, 1956 on January 1, 2013, in Mumbai. MEP CB is
currently involved in the business of operation and maintenance of, and collection of toll for the Chennai
Bypass section. For further details, see the section Our Business on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP CB is ` 40,000,000 divided into 4,000,000 equity shares of face value ` 10
each and the paid up capital is ` 40,000,000 divided into 4,000,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP CB is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 3,999,980 100.00
2. Jayant D. Mhaiskar 10 Negligible
3. Anuya J. Mhaiskar 10 Negligible
Total 4,000,000 100.00

3. MEP Hamirpur Bus Terminal Private Limited (MEP Hamirpur)

Corporate I nformation

MEP Hamirpur was incorporated under the Companies Act, 1956 on April 27, 2011, in Mumbai with the object
of carrying out the business of construction, building, operation, etc. as consultant, advisor, administrator,
contractor, sub-contractor / turnkey contractor. MEP Hamirpur is not undertaking any activities currently.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP Hamirpur is ` 9,900,000 divided into 990,000 equity shares of face value `
10 each and the paid up capital is ` 9,550,000 divided into 955,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP Hamirpur is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 954,800 99.98
2. Jayant D. Mhaiskar 100 0.01
3. Anuya J. Mhaiskar 100 0.01
Total 955,000 100.00

4. MEP Highway Solutions Private Limited (MEP HS)

Corporate I nformation

MEP HS was incorporated under the Companies Act, 1956 on November 12, 2012, in Mumbai. MEP HS is
involved in undertaking maintenance and construction activities for the projects awarded to our Company or
other Subsidiaries.



215
Capital Structure and Shareholding Pattern

The authorised share capital of MEP HS is ` 55,000,000 divided into 5,500,000 equity shares of face value ` 10
each and the paid up capital is ` 51,450,000 divided into 5,145,000 equity shares of face value of ` 10 each.
The shareholding pattern of MEP HS is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 5,144,800 99.99
2. Jayant D. Mhaiskar 100 Negligible
3. Anuya J. Mhaiskar 100 Negligible
Total 5,145,000 100.00

5. MEP Hyderabad Bangalore Toll Road Private Limited (MEP HB)

Corporate I nformation

MEP HB was incorporated under the Companies Act, 1956 on November 30, 2012, in Mumbai. MEP HB is
currently involved in the business of operation and maintenance of, and collection of toll at, the Hyderabad
Bangalore section of the National Highway No. 7 in Andhra Pradesh. For further details, see the section Our
Business on page 145. Our Company has entered into a share purcase agreement dated November 29, 2013
with IEPL and MEP HB for the purchase of 4,790 equity shares of MEP HB from IEPL, subject to the consent
from NHAI.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP HB is ` 110,000,000 divided into 11,000,000 equity shares of face value `
10 each and the paid up capital is ` 100,000 divided into 10,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP HB is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 5,100 51.00
2. Ideal Energy Projects Limited 4,890 48.90
3. Jayant D. Mhaiskar 10 0.10
Total 10,000 100.00

6. MEP Infrastructure Private Limited (MIPL)

Corporate I nformation

MIPL was incorporated under the Companies Act, 1956 on January 25, 2010, in Mumbai. MIPL is currently
involved in the business of toll collection along with operation, repairs and maintainence activities of five
Mumbai Entry Points. For further details, see the section Our Business on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of MIPL is ` 1,120,000,000 divided into 112,000,000 equity shares of face value `
10 each and the paid up capital is ` 112,500,000 divided into 11,250,000 equity shares of face value of ` 10
each.



216
The shareholding pattern of MIPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 11,248,998 99.99
2. Ideal Toll & Infrastructure Private Limited 1,000 0.01
3. Dattatray P. Mhaiskar 1 Negligible
4. Jayant D. Mhaiskar 1 Negligible
Total 11,250,000 100.00

7. MEP IRDP Solapur Toll Road Private Limited (MEP Solapur)

Corporate I nformation

MEP Solapur was incorporated under the Companies Act, 1956 on November 12, 2012, in Mumbai. MEP
Solapur is currently involved in the business of collection of toll at four toll plazas located at Solapur Hotgi
road, Solapur Barshi Road, Solapur Degaon Mangalweda road and Solapur Akkalkot toll station at
Solapur. For further details, see the section Our Business on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP Solapur is ` 8,200,000 divided into 820,000 equity shares of face value `
10 each and the paid up capital is ` 8,200,000 divided into 820,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP Solapur is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 819,800 99.98
2. Jayant D. Mhaiskar 100 0.01
3. Anuya J. Mhaiskar 100 0.01
Total 820,000 100.00

8. MEP Nagzari Toll Road Private Limited (MEP Nagzari)

Corporate I nformation

MEP Nagzari was incorporated under the Companies Act, 1956 on November 9, 2012, in Mumbai. The main
object of MEP Nagzari is to carry on the business of collection of toll along with repairs, routine and preventive
maintenance in the infrastructure sector and enter into arrangement with Central Government, State
Government, semi-Government Bodies, private parties or authorities, whether municipal, local or otherwise.
MEP Nagzari is not undertaking any activities currently.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP Nagzari is ` 6,400,000 divided into 640,000 equity shares of face value `
10 each and the paid up capital is ` 6,400,000 divided into 640,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP Nagzari is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 639,800 99.969
2. Jayant D. Mhaiskar 100 0.016
3. Anuya J. Mhaiskar 100 0.016

217
S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
Total 640,000 100.00

9. MEP RGSL Toll Bridge Private Limited (MEP RGSL)

Corporate I nformation

MEP RGSL was incorporated under the Companies Act, 1956 as MEP Projects Private Limited on November
16, 2012, in Mumbai. The name was changed to MEP RGSL Toll Bridge Private Limited on December 18,
2013. MEP RGSL is currently involved in the business of toll collection at the Rajiv Gandhi Sea Link at
Mumbai. For further details, see the section Our Business on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of MEP RGSL is ` 70,000,000 divided into 7,000,000 equity shares of face value `
10 each and the paid up capital is ` 40,000,000 divided into 4,000,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP RGSL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 3,999,800 100.00
2. Jayant D. Mhaiskar 100 Negligible
3. Anuya J. Mhaiskar 100 Negligible
Total 4,000,000 100.00

10. MEP Tormato Private Limited (MTPL)

Corporate I nformation

MTPL was incorporated under the Companies Act, 2013 on September 4, 2014, in Mumbai. MTPL is involved
in the business of operating, maintaining and modernizing toll road projects.

Capital Structure and Shareholding Pattern

The authorised share capital of MTPL is ` 100,000 divided into 10,000 equity shares of face value ` 10 each
and the paid up capital is ` 100,000 divided into 10,000 equity shares of face value of ` 10 each.

The shareholding pattern of MTPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 9,999 99.99
2. Jayant D. Mhaiskar 1 0.01
Total 10,000 100.00

11. MEP Una Bus Terminal Private Limited (MEP Una)

Corporate I nformation

MEP Una was incorporated under the Companies Act, 1956 on November 17, 2011, in Mumbai with the object
of carrying out the business of construction, building, operation, etc. as consultant, advisor, administrator,
contractor, sub-contractor / turnkey contractor. MEP Una is not undertaking any activities currently.


218
Capital Structure and Shareholding Pattern

The authorised share capital of MEP Una is ` 6,500,000 divided into 650,000 equity shares of face value ` 10
each and the paid up capital is ` 6,500,000 divided into 650,000 equity shares of face value of ` 10 each.

The shareholding pattern of MEP Una is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 649,800 99.969
2. Jayant D. Mhaiskar 100 0.015
3. Anuya J. Mhaiskar 100 0.015
Total 650,000 100.00

12. Raima Toll & Infrastructure Private Limited (RTIPL)

Corporate I nformation

RTIPL was incorporated as Raima Manpower and Consultancy Services Private Limited under the Companies
Act, 1956 on January 12, 2011, in Mumbai. Its name was changed to Raima Toll & Infrastructure Private
Limited on September 26, 2014. RTIPL is currently involved in the business of toll collection at Kini Taswade
toll plaza located at the Satara - Kolhapur section of the National Highway no. 4 in Maharashtra. For further
details, see the section Our Business on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of RTIPL is ` 70,000,000 divided into 7,000,000 equity shares of face value ` 10
each and the paid up capital is ` 70,000,000 divided into 7,000,000 equity shares of face value of ` 10 each.

The shareholding pattern of RTIPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 6,999,990 99.99
2. Jayant D. Mhaiskar 10 Negligible
Total 7,000,000 100.00

13. Raima Toll Road Private Limited (RTRPL)

Corporate I nformation

RTRPL was incorporated under the Companies Act, 1956 on November 12, 2012, in Mumbai. RTRPL is
currently involved in the business of operation and maintenance of, and collection of toll at, the Madurai-
Tirunelveli-Panagudi-Kanyakumari section of the National Highway No. 7 in Tamil Nadu. For further details,
see the section Our Business on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of RTRPL is ` 70,000,000 divided into 7,000,000 equity shares of face value ` 10
each and the paid up capital is ` 70,000,000 divided into 7,000,000 equity shares of face value of ` 10 each.



219
The shareholding pattern of RTRPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 6,999,980 99.99
2. Jayant D. Mhaiskar 10 Negligible
3. Anuya J. Mhaiskar 10 Negligible
Total 7,000,000 100.00

14. Raima Ventures Private Limited (RVPL)

Corporate I nformation

RVPL was incorporated under the Companies Act, 1956 on January 27, 2010, in Mumbai. RVPL is currently
involved in the business of toll collection activities at four toll plazas in the Phalodi Pachpadra Ramji Ki Gol
road corridor located at Kolu village, Kelan Kot village, Bhooka Bhagat Singh village and Naya Nagar village
in Rajasthan. For further details, see the section Our Business on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of RVPL is `115,200,000 divided into 11,520,000 equity shares of face value ` 10
each and the paid up capital is ` 115,000,000 divided into 11,500,000 equity shares of face value of ` 10 each.

The shareholding pattern of RVPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 11,498,850 99.99
2. Jayant D. Mhaiskar (Karta of Jayant D.
Mhaiskar HUF)
1,150 0.01
Total 11,500,000 100.00


15. Rideema Toll Bridge Private Limited (RTBPL)

Corporate I nformation

RTBPL was incorporated under the Companies Act, 1956 on November 1, 2012, in Mumbai. RTBPL is
currently involved in the business of toll collection at the eighteen lane toll plaza at Vidyasagar Setu, Kolkata.
For further details, see the section Our Business on page 145.

Capital Structure and Shareholding Pattern

The authorised share capital of RTBPL is ` 27,000,000 divided into 2,700,000 equity shares of face value ` 10
each and the paid up capital is ` 26,800,000 divided into 2,680,000 equity shares of face value of ` 10 each.

The shareholding pattern of RTBPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 2,679,800 99.99
2. Jayant D. Mhaiskar 100 Negligible
3. Anuya J. Mhaiskar 100 Negligible
Total 2,680,000 100.00


220

16. Rideema Toll Private Limited (RTPL)

Corporate I nformation

RTPL was incorporated under the Companies Act, 1956 on December 27, 2004, in Mumbai with the objective
of carrying out the business of toll collection. RTPL holds 99.99% of BTPL, our Subsidiary that undertakes the
Baramati Project.

Capital Structure and Shareholding Pattern

The authorised share capital of RTPL is ` 250,000,000 divided into 2,500,000 equity shares of face value ` 100
each and the paid up capital is ` 250,000,000 divided into 2,500,000 equity shares of face value of ` 100 each.

The shareholding pattern of RTPL is as follows:

S. No Name of the Shareholder No. of equity shares Percentage of total
equity holding (%)
1. MEP Infrastructure Developers Limited 2,488,500 99.54
2. Jayant D. Mhaiskar (Karta of Jayant D.
Mhaiskar HUF)
6,000 0.24
3. Anuya J. Mhaiskar 5,500 0.22
Total 2,500,000 100.00

There are no accumulated profits or losses of the Subsidiaries not accounted for by our Company.

Interest of the Subsidiaries in our Company

The Subsidiaries do not hold any Equity Shares in our Company. For details of the transactions between our
Company and the Subsidiaries, see the section Related Party Transactions on page 254.

The Subsidiaries do not have any business interest in our Company, except as disclosed in the sections Our
Business on page 145 and Related Party Transactions on page 254.

Common Pursuits

Certain Subsidiaries, namely, MIPL, RVPL, RTPL, BTPL, RTBPL, MEP Solapur, RTRPL, MEP HB, MEP
CB, MEP RGSL and RTIPL are engaged in activities similar to that of our Company. The abovementioned
Subsidiaries are special purpose vehicles incorporated to undertake various projects. Our Company will adopt
the necessary procedures and practices as permitted by law to address any conflict situation as and when they
arise.





221
MANAGEMENT

Board of Directors

As per the Articles of Association, our Company is required to have not less than three Directors and not more
than fifteen Directors. As on the date of this Draft Red Herring Prospectus, the Board comprises of eight
Directors.

The following table sets forth details regarding the Board of Directors as of the date of this Draft Red Herring
Prospectus:

Sr.
No.

Name, Fathers / Husbands
Name, Designation, Address,
Occupation, Nationality, Term,
DIN and Date of Appointment
Age
(years)
Other Directorships/Partnerships/Trusteeships
1. Dattatray P. Mhaiskar

Fathers name: Pandurang R.
Mhaiskar

Designation: Chairman, Non
Independent and NonExecutive
Director

Address: Manisha Safalya, M. G.
Road, Vishnu Nagar, Dombivali
(West), Thane 421 202

Occupation: Business

Nationality: Indian

Term: Liable to retire by rotation

DI N: 00309942

Date of Appointment: August 8,
2002

76 Other Directorships

1. Chitpavan Foundation;
2. Global Safety Vision Private Limited;
3. Ideal Energy Projects Limited;
4. Ideal Road Builders Private Limited;
5. Ideal Toll & Infrastructure Private Limited;
6. IEPL Power Trading Company Private Limited
7. IRB Infrastructure Developers Limited;
8. IRB Infrastructure Private Limited;
9. MEP Infrastructure Private Limited;
10. Mhaiskar Infrastructure Private Limited;
11. MMK Toll Road Private Limited;
12. NKT Road and Toll Private Limited;
13. Sagaon Energy Equipment Private Limited; and
14. Thane Ghodbunder Toll Road Private Limited.

Partnerships

Nil

Trusteeships

1. D.P. Mhaiskar Foundation

2. Jayant D. Mhaiskar

Fathers name: Dattatray P.
Mhaiskar

Designation: Vice Chairman and
Managing Director

Address: IRB Complex,
Chandivali Farm, Chandivali
Village, Andheri East, Mumbai
400 072

Occupation: Business

38 Other Directorships

1. Ideal Energy Projects Limited;
2. Ideal Hospitality Private Limited;
3. Ideal Infoware Private Limited;
4. Ideal Road Builders Private Limited;
5. Ideal Toll & Infrastructure Private Limited;
6. MEP Chennai Bypass Toll Road Private Limited;
7. MEP Highway Solutions Private Limited;
8. MEP Hyderabad Bangalore Toll Road Private
Limited;
9. MEP Infrastructure Private Limited;
10. MEP IRDP Solapur Toll Road Private Limited;
11. MEP Nagzari Toll Road Private Limited;
12. MEP RGSL Toll Bridge Private Limited;

222
Sr.
No.

Name, Fathers / Husbands
Name, Designation, Address,
Occupation, Nationality, Term,
DIN and Date of Appointment
Age
(years)
Other Directorships/Partnerships/Trusteeships
Nationality: Indian

Term: Liable to retire by rotation;
appointed as the Vice Chairman
and Managing Director for a
period of five years with effect
from July 1, 2014

DI N: 00716351

Date of Appointment: August 8,
2002

13. MEP Tormato Private Limited;
14. Mhaiskar Infrastructure Private Limited;
15. Mhaiskar Landmarks Private Limited;
16. Raima Toll Road Private Limited;
17. Raima Ventures Private Limited;
18. Rideema Toll Bridge Private Limited; and
19. Rideema Toll Private Limited.

Partnerships

Nil

Trusteeships

1. D.P. Mhaiskar Foundation

3. Anuya J. Mhaiskar

Husbands name: Jayant D.
Mhaiskar

Designation: NonIndependent
and NonExecutive Director

Address: IRB Complex,
Chandivali Farm, Chandivali
Village, Andheri East, Mumbai
400 072

Occupation: Business

Nationality: Indian

Term: Liable to retire by rotation

DI N: 00707650

Date of Appointment: August 19,
2006

36 Other Directorships

1. Baramati Tollways Private Limited;
2. Ideal Brands Private Limited;
3. Ideal Energy Projects Limited;
4. Ideal Hospitality Private Limited;
5. Ideal Toll & Infrastructure Private Limited;
6. Maask Entertainment Private Limited;
7. MEP Chennai Bypass Toll Road Private Limited;
8. MEP Highway Solutions Private Limited;
9. MEP Hyderabad Bangalore Toll Road Private
Limited;
10. MEP Infrastructure Private Limited;
11. MEP IRDP Solapur Toll Road Private Limited;
12. MEP Nagzari Toll Road Private Limited;
13. MEP RGSL Toll Bridge Private Limited;
14. Mhaiskar Landmarks Private Limited;
15. Raima Toll Road Private Limited;
16. Raima Ventures Private Limited;
17. Rideema Toll Bridge Private Limited; and
18. Rideema Toll Private Limited.

Partnerships

Nil

Trusteeships

1. D.P. Mhaiskar Foundation

4. Murzash Manekshana

Fathers name: Sohrab H.
Manekshana

Designation: Executive Director
42 Other Directorships

1. Altamount Capital Management Private Limited;
2. MEP Chennai Bypass Toll Road Private Limited;
3. MEP Highway Solutions Private Limited;
4. MEP Hyderabad Bangalore Toll Road Private

223
Sr.
No.

Name, Fathers / Husbands
Name, Designation, Address,
Occupation, Nationality, Term,
DIN and Date of Appointment
Age
(years)
Other Directorships/Partnerships/Trusteeships

Address: 301, Odyssey II,
Hiranandani Gardens, Powai,
Mumbai 400 076

Occupation: Service

Nationality: Indian

Term: Liable to retire by rotation;
appointed as the Executive
Director for a period of five years
with effect from July 1, 2014

DI N: 00207311

Date of Appointment: November
2, 2012

Limited;
5. MEP Infracon Private Limited;
6. MEP RGSL Toll Bridge Private Limited;
7. MEP Roads & Bridges Private Limited;
8. MEP Toll Gates Private Limited;
9. MEP Tormato Private Limited;
10. Raima Infra Solutions Private Limited;
11. Raima Roads & Bridges Private Limited;
12. Raima Toll Road Private Limited;
13. Rideema Toll Bridge Private Limited; and
14. VCR Toll Services private Limited.

Partnerships

Nil

Trusteeships

Nil

5. Deepak Chitnis

Fathers name: Yeshwant
Balbhim Chitnis

Designation: Independent
Director

Address: 402, Jagannath, Subhash
Cross Road, M.V. Pandaloskar
Marg, Vile Parle (East), Mumbai
400 057

Occupation: Professional

Nationality: Indian

Term: Two years with effect from
September 9, 2014

DI N: 01077724

Date of Appointment: September
9, 2014

56 Other Directorships

1. Satguru Infocorp Services Private Limited; and
2. MEP Infrastructure Private Limited.

Partnerships

1. M/s. Deepak Y. Chitnis & Associates

Trusteeships

1. Shri Deo Sideshwar Shri Kedar Padmavati and
Shri Vitthal Rakhumai Trust
6. Khimji Pandav

Fathers name: Shamji Pandav

Designation: Independent
Director

61 Other Directorships

Nil

Partnerships

Nil

224
Sr.
No.

Name, Fathers / Husbands
Name, Designation, Address,
Occupation, Nationality, Term,
DIN and Date of Appointment
Age
(years)
Other Directorships/Partnerships/Trusteeships
Address: House 7, Park View Co-
op Housing Society, Park Avenue,
Sector 17, Nerul Navi Mumbai
400 706

Occupation: Professional

Nationality: Indian

Term: Two years with effect from
September 9, 2014

DI N: 01070944

Date of Appointment: September
9, 2014


Trusteeships

Nil
7. Vijay Agarwal

Fathers name: Gopi Krishna
Agarwal

Designation: Independent
Director

Address: 301, S.S. Sadan, New
Jyoti Wing, Gulmohar Cross Road
No.6, JVPD Scheme, Mumbai 400
049

Occupation: Professional

Nationality: Indian

Term: Two years with effect from
September 9, 2014

DI N: 00058548

Date of Appointment: September
9, 2014

57 Other Directorships

1. Compuage Infocom Limited;
2. Gujarat Themis Biosyn Limited;
3. Pramerica Trustees Private Limited;
4. Sanskar India Foundation;
5. Sparc Samudaya Nirman Sahayak;
6. Themis Medicare Limited;
7. Tips Industries Limited; and
8. Triveni Sangam Estate Private Limited.

Partnerships

Agarwal Vijay & Associates

Trusteeships

Nil

8. Preeti Trivedi

Fathers name: Chandrakant
Ratilal Trivedi

Designation: Independent
Director

Address: 3-A, Nirmal Building,
Gulmohar Cross Road No. 5,
57 Other Directorships

1. Compuage Infocom Limited

Partnerships

Nil

Trusteeships


225
Sr.
No.

Name, Fathers / Husbands
Name, Designation, Address,
Occupation, Nationality, Term,
DIN and Date of Appointment
Age
(years)
Other Directorships/Partnerships/Trusteeships
J.V.P.D. Scheme, Juhu, Mumbai
400 049

Occupation: Professional

Nationality: Indian

Term: Two years with effect from
September 9, 2014

DI N: 00179479

Date of Appointment: September
9, 2014


Nil

There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity,
pursuant to which any of the Directors was selected as a Director or member of the senior management.

Relationship between the Directors

S.No. Name of the Director Related to Nature of Relationship
1. Dattatray P. Mhaiskar Jayant D. Mhaiskar
Anuya J. Mhaiskar
Son
Daughter-in-law
2. Jayant D. Mhaiskar Anuya J. Mhaiskar
Dattatray P. Mhaiskar
Wife
Father
3. Anuya J. Mhaiskar Jayant D. Mhaiskar
Dattatray P. Mhaiskar
Husband
Father-in-law

Brief Biographies

Dattatray P. Mhaiskar is the Chairman and Non-Executive, Non-Independent Director of our Company. He is
one of the founding Directors and Promoter of our Company. He holds a Diploma in Civil Engineering from Sir
Cursow Wadia Institute of Electrical Technology, Pune. He has over 47 years of experience in Construction and
Infrastructure industry.

Jayant D. Mhaiskar is the Vice Chairman and Managing Director of our Company. He is one of the founding
Directors and Promoter of our Company. He has completed the first year of his Bachelors degree in Commerce
from K. V. Pindharkar college of Arts, Science & Commerce. He has 17 years of experience in the Tolling and
Infrastructure industry.

Anuya J. Mhaiskar a Non-Independent, Non-Executive Director of our Company. She was appointed as a
Director of our Company on August 19, 2006. She holds a Bachelors degree in Arts with major in Philosophy
from Ramnarain Ruia College, University of Mumbai. Anuya J. Mhaiskar has over 15 years of experience in the
field of administration.

Murzash Manekshana is an Executive Director of our Company. He was appointed as an Additional Director
of our Company on November 2, 2012 and was regularised on September 27, 2013. He holds a Bachelors
degree in commerce from University of Mumbai. He is a qualified Chartered Accountant. He has 21 years of
work experience, including key leadership roles across multiple industries. He is currently also a director of

226
Altamount Capital Management Private Limited. Prior to joining our Company, he was associated with Halcyon
Resources & Management Private Limited, Prudential Process Management Services (India) Private Limited,
Ernst & Young and Arthur Andersen & Associates. Murzash Manekshana has experiences in areas of finance &
risk management, investment banking, business fraud & investigation services.

Deepak Chitnis is an Independent Director of our Company. He was appointed as an Independent Director of
our Company on September 9, 2014. He hold a Bachelors degree in science and Masters degree in Law from
Mumbai University. Deepak Chitnis has over 30 years of experience in the field of law.

Khimji Pandav is an Independent Director of our Company. He was appointed as an Independent Director of
our Company on September 9, 2014. He holds a Bachelors degree in Commerce from University of Mumbai
and is a Fellow Chartered Accountant. Prior to joining our Company, he has served as the Deputy General
Manager (Finance) at Maharashtra Electronic Corporation Limited, Director (Finance) at Rural Electrification
Corporation Limited and as a General Manager with Videocon Leasing and Finance Limited. He has also held
the position of Financial Adviser and Chief Accounts Officer at City & Industrial Development Corporation of
Maharashtra Limited and Secretary and Financial Adviser to the Maharashtra State Road Development
Corporation Limited.

Vijay Agarwal is an Independent Director of our Company. He was appointed as an Independent Director of
our Company on September 9, 2014. He holds a Bachelors degree in Commerce from Jodhpur University and
is a Fellow Chartered Accountant. Prior to joining our Company, he was a Partner in R.R. Gupta & Co.,
Chartered Accountants, Mumbai. He is currently a Partner in Agarwal Vijay & Associates, Chartered
Accountants in Mumbai. He has an experience of 30 years in cross-border acquisitions and transactions,
advising in foreign service collaboration arrangements, providing statutory, management and tax audit services
and providing tax advisory services.

Preeti Trivedi is an Independent Director of our Company. She was appointed as an Independent Director of
our Company on September 9, 2014. She holds a Bachelors degree in Commerce from Mumbai University.
She is a Fellow Chartered Accountant. She has an experience of approximately 30 years in management
consulting, corporate finance, corporate restructuring, mergers and amalgamation and advisory services.

Confirmations

None of the Directors is or was a director of any listed company during the last five years preceding the date of
the Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on the BSE or
the NSE, during the term of their directorship in such company.

None of the Directors is or was a director of any listed company which has been or was delisted from any stock
exchange during the term of their directorship in such company.

Terms of Appointment of Executive Directors

The remuneration of the Executive Directors of our Company is pursuant to the terms of appointment contained
below:

1. Jayant D. Mhaiskar

Pursuant to a shareholders resolution dated August 14, 2014, Jayant D. Mhaiskar was appointed as the Vice
Chairman and Managing Director of our Company with effect from July 1, 2014 for a period of five years. The
following are the terms of remuneration of Jayant D. Mhaiskar:

Particulars Remuneration
(1)

Basic Salary ` 12 million p.a.
Commission Nil
Perquisites Nil
Others Provident fund, medical reimbursement, lease travel consession, bonus, gratuity and leave

227
Particulars Remuneration
(1)

encashment in accordance with the rules of Company and subject to provision of respective
statutory enactment.
(1) Jayant D. Mhaiskar is also entitled to an aggregate remuneration of ` 12 million p.a. from MIPL with effect from September 1,
2014.

2. Murzash Manekshana

Pursuant to a shareholders resolution dated August 14, 2014, Murzash Manekshana was appointed as the whole
time Director of our Company with effect from July 1, 2014 for a period of five years. The following are the
terms of remuneration of Murzash Manekshana:

Particulars Remuneration
(1)

Basic Salary ` 12 milllion p.a.
Commission Nil
Perquisites Nil
Others Provident fund, medical reimbursement, lease travel consession, bonus, gratuity and leave
encashment in accordance with the rules of Company and subject to provision of respective
statutory enactment.
(1) Murzash Manekshana is also entitled to a remuneration of ` 12 million p.a. from RTBPL with effect from July 1, 2014.

Payment or benefit to Directors of our Company

The sitting fees/other remuneration paid to the Directors in Fiscal 2014 are as follows:

1. Remuneration to Executive Directors:

The aggregate value of the remuneration paid by our Company to the Executive Directors in Fiscal 2014 is as
follows:

Name of Director Gross Salary (`)
Jayant D. Mhaiskar Nil
Murzash Manekshana 24,000,000

2. Remuneration to Non- Executive Directors:

The details of the sitting fees paid to the Non-Executive Directors in Fiscal 2014 are as follows:

Name of Director Sitting Fees Commission
Dattatray P. Mhaiskar Nil Nil
Anuya J. Mhaiskar Nil Nil
Deepak Chitnis Nil Nil
Khimji Pandav Nil Nil
Vijay Agarwal Nil Nil
Preeti Trivedi Nil Nil

Other than as disclosed in the sections Financial Statements on page 256, none of the beneficiaries of loans,
advances and sundry debtors are related to the Directors of our Company. Further, except statutory benefits
upon termination of their employment in our Company or retirement, no officer of our Company, including the
Directors and the Key Management Personnel, are entitled to any benefits upon termination of employment.

Except Uttam Pawar, who has availed loan of ` 1.2 million from our Company on November 12, 2011, no
Directors or Key Management Personnel of our Company has availed any loan from our Company.


228
Except as disclosed below, no remuneration has been paid, or is payable, to the Directors of our Company by
the Subsidiaries or associate companies of our Company during Fiscal 2014.

Name of Director Name of Subsidiary Remuneration paid (in `)
Jayant D. Mhaiskar RVPL 24,000,000
Note: RTBPL has been paying a remuneration of ` 12 million p.a. to Murzash Mankeshana with effect from July 1, 2014. MIPL has been
paying a remuneration of ` 12 million p.a. to Anuya J. Mhaiskar with effect from July 1, 2014. Anuya J. Mhaiskar is entitled to an
aggregate remuneration of ` 3.6 million p.a. from MIPL with effect from September 1, 2014. RTBPL has paid an aggregate remuneration of
` 6.08 million to Jayant D. Mhaiskar for the three month period from April 1, 2014 to June 30, 2014. Jayant D. Mhaiskar is entitled to an
aggregate remuneration of ` 12 million p.a. from MIPL with effect from September 1, 2014.
Shareholding of Directors
The shareholding of the Directors in our Company as of the date of this Draft Red Herring Prospectus is set
forth below:

Name of Director Number of Equity Shares held
Dattatray P. Mhaiskar 25,222,180
(1)

Jayant D. Mhaiskar 22,231,220
(2)

Anuya J. Mhaiskar 947,300
Murzash Manekshana 2,973,143
Deepak Chitnis Nil
Khimji Pandav Nil
Vijay Agarwal Nil
Preeti Trivedi Nil
(1) Includes 25,218,780 Equity Shares held jointly with Sudha D. Mhaiskar
(2) Includes 11,227,920 Equity Shares held jointly with Anuya J. Mhaiskar

Shareholding of Directors in Subsidiaries and Associate Companies

The shareholding of the Directors in our Subsidiaries is set forth below:

1. Dattatray P. Mhaiskar

Name of the Subsidiary Number of Equity Shares Percentage Shareholding (%)
MIPL 1 0.00

2. Jayant D. Mhaiskar*

Name of the Subsidiary Number of Equity Shares Percentage Shareholding (%)
MIPL 1 0.00
RTBPL 100 0.00
MEP Nagzari 100 0.02
MEP Solapur 100 0.01
RTRPL 10 0.00
MEP HB 10 0.10
MEP CB 10 0.00
MEP HS 100 0.00
MEP Hamirpur 100 0.01
MEP Una 100 0.02
MEP RGSL 100 0.00
MEP Tormato 1 0.01
RTIPL 10 0.10
* Jayant D. Mhaiskar, in his capacity as the karta of Jayant D. Mhaiskar (HUF) holds 1,150 equity shares in RVPL and 6,000 equity shares
in RTPL amounting to 0.01% of RVPLs shareholding and 0.24% of RTPLs shareholding




229
3. Anuya J. Mhaiskar

Name of the Subsidiary Number of Equity Shares Percentage Shareholding (%)
RTPL 5,500 0.22
RTBPL 100 0.00
MEP Nagzari 100 0.02
MEP Solapur 100 0.01
RTRPL 10 0.00
MEP CB 10 0.00
MEP HS 100 0.00
MEP Hamirpur 100 0.01
MEP Una 100 0.02
MEP RGSL 100 0.00

Our Company does not have any associate companies.

Appointment of relatives of Directors to any office or place of profit

Relatives of Directors do not currently hold any office or place of profit in our Company.

Borrowing Powers of Board

In accordance with the Articles of Association, the Board may, from time to time, at its discretion, by a
resolution passed at a meeting of the Board, accept deposits from members either in advance of calls or
otherwise and generally raise or borrow or secure the payment of any sum or sums of money for the purpose of
our Company. Provided however, where the money to be borrowed together with the money already borrowed
(apart from temporary loan obtained from our Company's bankers in the ordinary course of business) exceeds
the aggregate of the paid up capital of our Company and its free reserves (not being reserves set apart for any
specific purpose) the Board shall not borrow such moneys without the consent of our Company in a General
Meeting.

Corporate Governance

The corporate governance provisions of the Equity Listing Agreement to be entered into with the Stock
Exchanges will be applicable to us immediately upon the listing of the Equity Shares with the Stock Exchanges.
We believe we are in compliance with the requirements of the applicable regulations, including the Equity
Listing Agreement with the Stock Exchanges and the SEBI Regulations, in respect of corporate governance
including constitution of the Board and committees thereof. The corporate governance framework is based on
an effective independent Board, separation of the Boards supervisory role from the executive management
team and constitution of the committees of the Board, as required under law. The Equity Listing Agreement has
been amended by SEBI circular dated April 17, 2014. Our Company is also in compliance with new corporate
governance requirements under Clause 49 of the Equity Listing Agreement in relation to the composition of the
Board, constitution of the Audit Committee, the Nomination and Remuneration Committee and the
Stakeholders Relationship Committee which will be effective from October 1, 2014.

Our Companys Board of Directors has been constituted in compliance with the Companies Act and the Equity
Listing Agreement with the Stock Exchanges and in accordance with best practices in corporate governance.
The Board of Directors functions either as a full board or through various committees constituted to oversee
specific operational areas. The executive management provides the Board of Directors detailed reports on its
performance periodically.

Currently the Board has eight Directors, of which the Chairman of the Board is a Non-Executive Director. In
compliance with the requirements of Clause 49 of the Equity Listing Agreement, our Company has two
Executive Directors and six Non-Executive Directors, including four Independent Directors, on the Board.
Further, in compliance with the Equity Listing Agreement, we have a woman director on our Board.

230

As of date of this Draft Red Herring Prospectus, Deepak Chitnis serves as an Independent Director on the Board
of our Company as well as our Subsidiary, MIPL.

Committees of the Board

Audit Committee

The members of the Audit Committee are:

1. Khimji Pandav, Chairman;
2. Jayant D. Mhaiskar; and
3. Vijay Agarwal.

The Audit Committee was constituted by a meeting of the Board of Directors held on September 9, 2014. Our
Company Secretary is a secretary of the Audit Committee. The scope and function of the Audit Committee is in
accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement and
its terms of reference include the following:

1. Overseeing our Companys financial reporting process and disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms
of statutory auditor and the fixation of audit fee;

3. Review and monitor the auditors independence and performance, and effectiveness of audit process

4. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

5. Reviewing, with the management, the annual financial statements and auditors report thereon before
submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement to be included in
the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act,
2013, as amended;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by
management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications in the draft audit report.

6. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;

7. Reviewing, with the management, the statement of uses/ application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than
those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public or rights issue, and making appropriate

231
recommendations to the Board to take up steps in this matter. This also includes monitoring the
use/application of the funds raised through the proposed initial public offer of our Company;

8. Approval or any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Establish a vigil mechanism for directors and employees to report their genuine concerns or grievances

13. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of
the internal control systems;

14. Reviewing the adequacy of internal audit function if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;

15. Discussion with internal auditors on any significant findings and follow up there on;

16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board;

17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;

18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non payment of declared dividends) and creditors;

19. Reviewing the functioning of the whistle blower mechanism;

20. Approval of appointment of chief financial officer or any other person heading the finance function or
discharging that function after assessing the qualifications, experience and background, etc. of the
candidate; and

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The powers of the Audit Committee shall include the power to:

1. To investigate any activity within its terms of reference;

2. To seek information from any employee;

3. To obtain outside legal or other professional advice; and

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the
management;

232

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor.

The Audit Committee is required to meet at least four times in a year under Clause 49 of the Equity Listing
Agreement.

Nomination and Remuneration Committee

The members of the Nomination and Remuneration Committee are:

1. Deepak Chitnis, Chairman;
2. Dattatray P. Mhaiskar;
3. Anuya J. Mhaiskar; and
4. Preeti Trivedi.

The Nomination and Remuneration Committee was constituted by a meeting of the Board of Directors held on
September 9, 2014 and re-constituted on September 18, 2014. The scope and function of the Nomination and
Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013. The terms of
reference of the Remuneration Committee include the following:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial
Personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identify persons who qualify to become directors or who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal and shall
carry out evaluation of every directors performance. Our company shall disclose the remuneration
policy and the evaluation criteria in its Annual report;

5. Analysing, monitoring and reviewing various human resource and compensation matters;

6. Determining our Companys policy on specific remuneration packages for Executive Directors including
pension rights and any compensation payment, and determining remuneration packages of such
directors;

7. Determine compensation levels payable to the senior management personnel and other staff (as deemed
necessary), which shall be market-related, usually consisting of a fixed and variable component;

8. Reviewing and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws,;

9. Framing suitable policies and systems to ensure that there is no violation, by an employee of any
applicable laws in India or overseas, including:

(i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
or


233
(ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices relating to the Securities Market) Regulations, 2003; and

10. Perform such other activities as may be delegated by the Board of Directors and/or are statutorily
prescribed under any law to be attended to by such committee.

Stakeholders Relationship Committee

The members of the Stakeholders Relationship Committee are:

1. Dattatray P. Mhaiskar, Chairman;
2. Jayant D. Mhaiskar; and
3. Murzash Manekshana.

The Shareholders/Investors Grievance Committee was constituted by the Board of Directors at their meeting
held on September 9, 2014. The scope and function of the Stakeholders Relationship Committee is in
accordance with Section 178 of the Companies Act, 2013. This Committee is responsible for the redressal of
shareholder grievances. The terms of reference of the Shareholders/Investors Grievance Committee of our
Company include the following:

1. Redressal of shareholders/investors grievances;

2. Allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

3. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

4. Non-receipt of declared dividends, balance sheets of our Company or any other documents or
information to be sent by our Company to its shareholders; and

5. Carrying out any other function as prescribed under in the Equity Listing Agreement.

Corporate Social Responsibility Committee:

The members of the Corporate Social Responsibility Committee are:

1. Anuya J. Mhaiskar, Chairperson;
2. Murzash Manekshana; and
3. Deepak Chitnis.
The Corporate Social Responsibility Committee was constituted by our Board on September 9, 2014. The scope
and functions of the Corporate Social Responsibility Committee is in accordance with Section 135 of the
Companies Act, 2013. The terms and reference of the Corporate Social Responsibility Committee include the
following:

1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate
the activities to be undertaken by our Company as per the Companies Act, 2013.

2. Review and recommend the amount of expenditure to be incurred on activities to be undertaken by our
Company.

3. Monitor the Corporate Social Responsibility Policy of our Company and its implementation from time to
time; and

4. Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval
of the Board of Directors or as may be directed by the Board of Directors from time to time.


234
Risk Management Committee:

The members of the Risk Management Committee are:

1. Jayant D. Mhaiskar, Chairman;
2. Anuya J. Mhaiskar;
3. Murzash Manekshana;
4. M. Sankaranarayanan; and
5. Dinesh Padalkar.
The Risk Management Committee was constituted by our Board on September 18, 2014 and re-constituted on
September 22, 2014. The terms and reference of the Risk Management Committee include the following:

1. Formulate and recommend to the Board, a risk management policy which shall indicate the activities to
be undertaken by our Company for risk management under various statutory enactments;

2. Review and recommend the measures to be taken for the risk management;

3. To monitor the risk management policy of our Company from time to time; and

4. Any other matter as the Risk Management Committee may deem appropriate after approval of the
Board of Directors or as may be directed by the Board of Directors from time to time.

Interest of Directors

The Independent Directors may be interested to the extent of fees payable to them and/or the commission
payable to them for attending meetings of the Board of Directors or a committee thereof.

Dattatray P. Mhaiskar and Jayant D. Mhaiskar have an interest in the promotion of our Company. The Directors
may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by or
allotted to the companies, firms and trusts, in which they are interested as directors, members, partners, trustees
and promoters, pursuant to this Issue. All of the Directors may also be deemed to be interested to the extent of
any dividend payable to them and other distributions in respect of such Equity Shares, if any.

Our Company has made an advance payment of ` 275 million to our corporate Promoter ITIPL for purchase of
office premises adjacent to our Registered Office and Corporate Office. The conveyance of such premises has
not yet been completed. Our Directors, Jayant D. Mhaiskar and Dattatray P. Mhaiskar are directors of ITIPL.
Other than as stated above, the Directors have no interest in any property acquired or proposed to be acquired
by our Company within the preceding two years from the date of the Draft Red Herring Prospectus. Except as
disclosed in the section Related Party Transactions on page 254, our directors have no interest in any
transaction by our Company for acquisition of land, construction of building or supply of machinery.

Further, some of our Directors are also directors on the boards, or members of certain Promoter Group entities
and may be deemed to be interested to the extent of the payments made by our Company, if any, to these
Promoter Group entities. For the payments that are made by our Company to certain Promoter Group entities,
see the section Related Party Transactions on page 254.

Except as disclosed in the section Related Party Transactions on page 254, the Directors do not have any
other interest in the business of our Company.



235
Changes in Directors of our Company during the last three years

Name Date of Change Nature of Change Reason
Murzash Manekshana November 2, 2012 Appointment Appointment as
Additional Director
Sudha D. Mhaiskar September 3, 2013 Resignation Resignation
Deepak Chitnis September 9, 2014 Appointment Appointment as
Independent Director
Khimji Pandav September 9, 2014 Appointment Appointment as
Independent Director
Vijay Agarwal September 9, 2014 Appointment Appointment as
Independent Director
Preeti Trivedi September 9, 2014 Appointment Appointment as
Independent Director


236
Management Organisation Chart


* Subodh Garud and Sameer Apte are employees of our Subsidiaries MEP HB and MIPL, respectively.

Board
Shridhar
Phadke

Company
Secretary
Sainath Gurav

Chief
Information
Officer
Sameer Apte*

Chief
Operating
Officer
(Corporate)

M.
Sankaranarayanan

Chief Financial
Officer
Arvind Vinze

Head Business
Development
& Corporate
Communications
Subodh Garud*

Chief
Operating
Officer
Uttam Pawar


Chief Tolling
Officer
Vilas Pradhan

President
Human
Resource
Dinesh
Padalkar

Assistant Vice
President Toll
Audit

237
Key Management Personnel

The details of the key management personnel, other than the Executive Directors, as of the date of this Draft
Red Herring Prospectus, are as follows:

Uttam Pawar is the Chief Tolling Officer of the Group and oversees the entire tolling operations of the Group.
He joined our Company on April 7, 2010. He holds a Bachelors degree in Commerce from Shivaji University,
Kolhapur. He has over 24 years of experience in the Tolling business. Prior to joining our Company, he was
associated with Ideal Road Builders Private Limited. The gross compensation paid to him by our Company
during Fiscal 2014 was ` 1,827,168. His term of office expires on June 10, 2025.

Subodh Garud is the Chief Operating Officer of the Group and oversees the tolling operations of the Group.
He joined our Subsidiary, MEP HB on July 1, 2013. He holds a Bachelors degree in Commerce from
University of Mumbai. He has 18 years of experience in toll operations and automization of toll projects. Prior
to joining our Company, he was associated with A.J. Tolls Private Limited, Ideal Road Builders Private Limited
and Dhruv Consultancy. The gross compensation paid to him by MEP HB during Fiscal 2014 was ` 904,980.
His term of office expires on March 23, 2033.

Sameer Apte is the Chief Operating Officer - Corporate of the Group and supervises the financial aspects of the
tolling operations of the Group. He joined our Subsidiary, MIPL on January 1, 2011. He was associated with
our Company from April 2008 to March 2010. He holds a bachelors degree in commerce from University of
Mumbai. He has 14 years of experience in tolling operations. Prior to joining our Subsidiary, he was associated
with Ideal Toll & Infrastructre Private Limited and Ideal Road Builders Private Limited. The gross
compensation paid to him by MIPL during Fiscal 2014 was ` 881,040. His term of office expires on June 11,
2036.

Vilas Pradhan is the President - Human Resources of our Company. He joined our Company on April 1, 2008
and re-joined on January 1, 2012 after resigning in March 2010. He completed his senior school certification
from Maharashtra State Board. He has a total work experience of 47 years, with over 12 years of experience in
human resource development. Prior to joining our Company, he was associated with Ideal Road Builders
Private Limited, Ideal Toll & Infrastructre Private Limited and Rhone Poulenc (India) Private Limited. The
gross compensation paid to him by our Company during Fiscal 2014 was ` 949,584. His term of office expires
on March 5, 2015.

M. Sankaranarayan is the Chief Financial Officer of our Company. He joined our Company on May 13, 2013.
He is a qualified Chartered Accountant and Company Secretary and also holds a diploma in Information
Systems Audit from the ICAI. He is also a fellow member of the ICAI. He has over 15 years of experience in
the field of finance, accounting, audit and taxation. Prior to joining our Company, he was associated with SKS
Ispat and Power Limited, Hotel Leelaventure Limited and was a partner of M. Srinivasan & Associates,
Chartered Accountants, Chennai. The gross compensation paid to him by our Company during Fiscal 2014 was
` 3,420,427. His term of office expires on July 30, 2031.

Sainath Gurav is the Chief Information Officer of the Group and is involved in managing the information
technology portfolio. He joined our Company on January 1, 2012 and re-joined on August 1, 2014 after
resigning in April 2014. He holds a Bachelors degree in Commerce from Mumbai University, Masters degree
in Business Administration from Institute for Technology and Management, and Advance Diploma in Network
Center Computing from NIIT. He has an experience of 13 years. Prior to joining our Company, he was
associated with RSM Astute Consulting Private Limited and Ideal Toll & Infrastructure Private Limited. The
gross compensation paid to him by our Company during Fiscal 2014 was ` 1,905,686. His term of office
expires on January 6, 2038.

Shridhar Phadke is the Company Secretary and designated Compliance Officer of our Company. He joined
our Company on September 20, 2007 and re-joined on August 3, 2011 after resigning in September 2008. He is
a qualified Company Secretary and a member of the Institute of Company Secretaries of India. He holds a
Bachelors degree in Commerce from the University of Mumbai and a Masters degree in Commerce from
University of Pune and a Diploma in Financial Management from Prin L. N. Welingkar Institute of

238
Management Development and Research and personnel management from Welingkars Institute of Management
Development and Research. He has an experience of 14 years. Prior to joining our Company in 2007, he was
associated with J. H. Ranade & Associates and Kshitij Investment Advisory Company Limited. He was also
associated with Ideal Energy Projects Limited for a period of two years. The gross compensation paid to him by
our Company during Fiscal 2014 was ` 1,387,645. His term of office expires on March 8, 2034.

Dinesh Padalkar is the Assistant Vice President, Toll Audit of the Group. He also heads the traffic surveys and
analytic departments for the Group. He joined our Company on August 11, 2002. He holds a Bachelors degree
in Commerce from University of Mumbai. He has over 14 years of experience in audit. Prior to joining our
Company, he was associated with IRB Infrastructure Developers Limited, Yash Jewels and JAN Transport. The
gross compensation paid to him by our Company during Fiscal 2014 was ` 1,096,444. His term of office
expires on August 21, 2036.

Arvind Vinze is the Head of Business Development & Corporate Communications of the Group. He joined our
Company on January 1, 2012. He holds a Bachelors degree in Science from the University of Mumbai, a
masters degree in journalism (communication) from Dr. Harisingh Gaur Vishvavidyalaya and and a Diploma
in Financial Management from the University of Mumbai. He has over 25 years of experience. Prior to joining
our Company, he was associated with Ideal Toll & Infrastructure Private Limited, Mumbai Metro One Private
Limited, Mumbai Doordarshan and Pradeep Metal Treatment Chemicals Private Limited. The gross
compensation paid to him by our Company during Fiscal 2014 was ` 1,545,095. His term of office expires on
July 30, 2022.

None of the Key Management Personnel are related to each other.

All the Key Management Personnel are permanent employees of our Company or our Subsidiaries.

Shareholding of Key Management Personnel

Except as stated below, as of the date of this Draft Red Herring Prospectus, none of the Key Management
Personnel hold any Equity Shares:

Name of Key Management Personnel Number of Equity Shares held
Subodh Garud 25,000
Uttam Pawar 25,000
Sameer Apte 25,000
Shridhar Phadke 20,000
M. Sankaranarayanan 18,000
Dinesh Padalkar 12,000
Arvind Vinze 10,000
Vilas Pradhan 10,000
Sainath Gurav 10,000

Bonus or profit sharing plan of the Key Management Personnel

The Key Management Personnel are entitled to bonuses in accordance with policies of our Company.

Interests of Key Management Personnel

The Key Management Personnel do not have any interest in our Company other than to the extent of the
remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of
expenses incurred by them during the ordinary course of business. The Key Management Personnel may also be
regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by or allotted to the
companies, firms and trusts, in which they are interested as directors, members, partners, trustees and
promoters, pursuant to this Issue. All of the Key Management Personnel may also be deemed to be interested to
the extent of any dividend payable to them and other distributions in respect of such Equity Shares, if any.

239

None of the Key Management Personnel have been paid any consideration of any nature from the Group, other
than their remuneration and use of Company vehicles for official purposes.

Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others,
pursuant to which a Key Management Personnel was selected as member of senior management.

Changes in the Key Management Personnel

The changes in the Key Management Personnel in the last three years are as follows:

Name Designation Date of change Reason for
change
Arvind Vinze Head Business Development
&Corporate Communications
January 1, 2012 Appointment
M.
Sankararanayanan
Chief Financial Officer May 13, 2013 Appointment
Sainath Gurav Chief Information Officer April 7, 2014 Resignation
Sainath Gurav Chief Information Officer August 1, 2014 Appointment

Payment or Benefit to officers of our Company

Our Key Management Personnel and our Directors are entitled to make use of Company vehicles for official
purposes, cellphones as well as reimbursement of cellphone bills. Other than as stated above no non-salary
amount or benefit has been paid or given within the two preceding years, nor is intended to be paid or given to
any of our Companys employees including the Key Management Personnel and the Directors.




240
PROMOTERS AND PROMOTER GROUP

The Promoters of our Company are Dattatray P. Mhaiskar, Jayant D. Mhaiskar, and Ideal Toll & Infrastructure
Private Limited.

Individual Promoters

1. Dattatray P. Mhaiskar


Dattatray P. Mhaiskar, aged 76 years, is the Chairman of our Company.
For further details, see the section Management on page 221.

His driving license number is MH05/20090010441. His voter
identification number is not available.

2. Jayant D. Mhaiskar


Jayant D. Mhaiskar, aged 38 years, is the Vice Chairman and Managing
Director of our Company. For further details, see the section
Management on page 221.

His driving license number and voter identification number are
MH05/1195/C-16087 and HCF7520026, respectively.

Our Company confirms that the PAN, bank account number and passport number of Dattatray P. Mhaiskar and
Jayant D. Mhaiskar shall be submitted to the Stock Exchanges, at the time of filing the Draft Red Herring
Prospectus with them.

Corporate Promoters

Ideal Toll & Infrastructure Private Limited (ITIPL)

Corporate Information

ITIPL was incorporated on July 27, 1998 under the Companies Act, 1956 as JVD Finlease Private Limited.
The name was changed from JVD Finlease Private Limited to JVD Infrastructure Private Limited on July
25, 2006 and was further changed to Ideal Toll & Infrastructure Company Private Limited on February 14,
2007. The name was further changed to Ideal Toll & Infrastructure Private Limited on July 10, 2008. The
registered office of ITIPL is situated at 408-409, boomerang, Chandivali Farm Road, Near Chandivali Studio,
Andheri (East), Mumbai 400 072. The principal business of ITIPL is to undertake construction of road
infrastructure and collection of toll.

Board of Directors

The board of directors of ITIPL comprises of:

1. Dattatray P. Mhaiskar;
2. Jayant D. Mhaiskar;

241
3. Sudha D. Mhaiskar; and
4. Anuya J. Mhaiskar

Promoters of ITIPL

The promoters of ITIPL are:

1. Jayant D. Mhaiskar; and
2. Sudha D. Mhaiskar.

Shareholding Pattern

The shareholding pattern of ITIPL, as of the date of this Draft Red Herring Prospectus, is as follows:

Sr.
No.
Name of shareholder No. of equity shares of `
100 each
Percentage of
shareholding (%)
1. Jayant Dattatray Mhaiskar (Karta of Jayant
D. Mhaiskar HUF)
5,137,650 37.88
2. Jayant D. Mhaiskar 4,983,690 36.74
3. Jayant D. Mhaiskar jointly with Anuya J.
Mhaiskar
2,909,915 21.45
4. Anuya J. Mhaiskar 533,000 3.93
5. Dattatray P. Mhaiskar jointly with Sudha D.
Mhaiskar
100 0.00
6. Anuya J. Mhaiskar jointly with Jayant D.
Mhaiskar
100 0.00
7. Sudha D. Mhaiskar 10 0.00

Changes in the management and control

There has been no change in the control or the management of ITIPL in the three years preceding the date of
this Draft Red Herring Prospectus.

The equity shares of ITIPL are not listed on any stock exchange in India or abroad.

Our Company confirms that the PAN, bank account number and company registration number of ITIPL and the
address of the Registrar of Companies where ITIPL is registered shall be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

Interests of Promoters and Common Pursuits

The Promoters are interested in our Company to the extent that they have promoted our Company and hold
Equity Shares in our Company and dividends declared thereon if any. For details on the shareholding of the
Promoters in our Company, see the section Capital Structure on page 81. The Promoters, who are also
Directors, may be deemed to be interested to the extent of their remuneration/fees and reimbursement of
expenses, payable to them. For further details, see the section Management on page 221.

Further, Dattatray P. Mhaiskar and Jayant D. Mhaiskar are also directors on the boards, or members of certain
Promoter Group entities and may be deemed to be interested to the extent of the payments made by our
Company, if any, to these Promoter Group entities. For the payments that are made by our Company to certain
Promoter Group entities, see the section Related Party Transactions on page 254.

Our Company has made an advance payment of ` 275 million to ITIPL for purchase of office premises adjacent
to our Registered Office and Corporate Office. The conveyance of such premises has not yet been completed.
Other than as stated above and other than as disclosed in the section Related Party Transactions on page 254,

242
our Company has not entered into any contract, agreements or arrangements during the preceding two years
from the date of this Draft Red Herring Prospectus in which the Promoters are directly or indirectly interested
and no payments have been made to the Promoters in respect of the contracts, agreements or arrangements
which are proposed to be made with the Promoters including the properties purchased by our Company other
than in the normal course of business. For the payments that are made by our Company to certain Promoter
Group entities, see the section Related Party Transactions on page 254.

Other than as stated above, the Promoters do not have any interest in any properties acquired by our Company
in the two years preceding the filing of the Draft Red Herring Prospectus, or proposed to be acquired or any
interest in any transactions for the acquisition of land, construction of building or supply of machinery.

Other than as disclosed in the section Group Companies, the Promoters do not have any interest in any
venture that is involved in any activities similar to those conducted by our Company. Our Company will adopt
the necessary procedures and practices as permitted by law to address any conflict situation as and when they
arise. Our Company has entered into non-compete agreements with: (i) our Promoter, ITIPL; (ii) JAN
Transport, D.S. Enterprises, Anuya Enterprises, which are part of our Promoter Group; and (iii) Rideema
Enterprises, A.J. Tolls Private Limited, MEP Toll Gates Privare Limited, VCR Toll Services Private Limited
which are our Group Companies, pursuant to which such entities will not be engaged in any business which
competes with the business activities of our Company, for a specified time.

Payment of benefits to the Promoters

Except as stated in the section Related Party Transactions on page 254, there has been no payment of benefits
to the Promoters or the Promoter Group during the two years preceding the filing of this Draft Red Herring
Prospectus.

Companies with which the Promoters have disassociated in the last three years

The Promoters have not disassociated from any company during the three years preceding the date of the Draft
Red Herring Prospectus.

Confirmations

The Promoters have not been declared wilful defaulter by the RBI or any other governmental authority and
there are no violations of securities laws committed by the Promoters in the past and no proceedings for
violation of securities laws are pending against them.

The Promoter, Promoter Group entities or Group Companies have not been prohibited from accessing or
operating in capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority.

There is no litigation or legal action pending or taken by any ministry, department of the Government or
statutory authority during the last five years preceding the date of the Issue against our Promoters, except as
disclosed under the section Outstanding Litigation and Material Developments on page 457.

Neither ITIPL nor any of our Group Companies has become sick company under the SICA and no application
has been made by any of them to registrar of companies, for striking off their names. Further, no winding-up
proceedings have been initiated against ITIPL.

Neither ITIPL nor any of our Group Companies has become defunct in five years preceding the date of this
Draft Red Herring Prospectus.

Change in control of our Company

There has not been any change in control of our Company in last five years.


243
Promoter Group

In addition to the Promoters named above, the following individuals and entities form a part of the Promoter
Group:

1. Natural persons who are part of the Promoter Group

The natural persons who are part of the Promoter Group (due to their relationship with our Promoters),
other than our Promoters, are as follows:

Name of the Promoter Name of the Relative Relationship with the Promoter
Dattatray P. Mhaiskar Sudha Mhaiskar Spouse
Kamal Patwardhan Sister
Priyamvada Phanse Sister
Neela Behere Sister
Ganesh Gadre Spouses brother
Vaijayanti Joshi Spouses sister
Parshuram Gadre Spouses brother

Jayant D. Mhaiskar Sudha Mhaiskar Mother
Anuya Mhaiskar Spouse
Raima Mhaiskar Daughter
Rideema Mhaiskar Daughter
Vidya Kshirsagar Spouses mother
Soniya Kshirsagar Spouses sister


2. Bodies corporate forming part of the Promoter Group

The bodies corporate forming part of our Promoter Group are as follows:

a. A J Enterprises;
b. A. J. Tolls Private Limited;
c. ANS Transformers & Reactors Private Limited;
d. Anuya Enterprises;
e. D S Enterprises;
f. Digvijay Infratech Private Limited;
g. Global Safety Vision Private Limited;
h. Ideal Brands Private Limited;
i. Ideal Energy Projects Limited;
j. Ideal Hospitality Private Limited;
k. Ideal Infoware Private Limited;
l. IEPL Power Trading Company Private Limited;
m. JAN Transport;
n. JRR Udyog;
o. MAASK Entertainment Private Limited;
p. MEP Infracon Private Limited;
q. MEP Roads & Bridges Private Limited;
r. MEP Toll Gates Private Limited;
s. Mhaiskar Landmarks Private Limited;
t. Raima Infra Solutions Private Limited;
u. Raima Roads & Bridges Private Limited;
v. Rideema Enterprises;
w. Sagaon Energy Equipment Private Limited;
x. Sudha Productions;

244
y. VCR Toll Services Private Limited; and
z. Virendra Builders.

3. Hindu Undivided Families forming part of the Promoter Group

The hindu undivided families forming part of our Promoter Group are as follows:

a. Jayant D. Mhaiskar (HUF).

4. Trusts forming part of the Promoter Group

a. D.P. Mhaiskar Foundation.

The Promoter Group of our Company does not include Virendra D. Mhaiskar; son of Dattatray P. Mhaiskar and
brother of Jayant D. Mhaiskar, our individual Promoters, or any entity in which Virendra D. Mhaiskar may have
an interest; since Virendra D. Mhaiskar has refused to provide any information pertaining to himself or such
entities.

245
GROUP COMPANIES

Unless otherwise specified, all information in this section is as of the date of this Draft Red Herring Prospectus.

Bodies corporate forming part of our Company are as follows:

1. A.J. Tolls Private Limited;
2. Global Safety Vision Private Limited;
3. Ideal Brands Private Limited;
4. Ideal Energy Projects Limited;
5. Ideal Hospitality Private Limited;
6. Ideal Infoware Private Limited;
7. IEPL Power Trading Company Private Limited;
8. MEP Infracon Private Limited;
9. MEP Roads & Bridges Private Limited;
10. MEP Toll Gates Private Limited;
11. Mhaiskar Landmarks Private Limited;
12. Raima Infra Solutions Private Limited;
13. Raima Roads & Bridges Private Limited;
14. VCR Toll Services Private Limited.

Partnership firms forming part of our Group Companies

Nil

Proprietorship firms forming part of our Group Companies

1. D.S. Enterprises;
2. JRR Udyog;
3. Rideema Enterprises; and
4. JAN Transport.

Trusts forming part of our Group Companies

1. D.P. Mhaiskar Foundation

HUFs forming part of our Group Companies

1. Jayant D. Mhaiskar (HUF).

Unless otherwise stated, none of the companies forming part of Group Companies is a sick company and none
of them are under winding up. Further, no equity shares of the Group Companies are listed on any stock
exchange and none of the Group Companies have made any public or rights issue of securities in preceding
three years.

Details of the top five Group Companies:

The top five Group Companies are as follows:

1. D S Enterprises

Corporate I nformation

D.S. Enterprises is engaged in the business of toll collection and road maintenance.


246
I nterest of the Promoters

D.S. Enterprises is a proprietorship firm of Dattatray P. Mhaiskar.

Financial Performance

The brief audited financial results of D.S. Enterprises for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as
follows:

(in ` million)
Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011
Capital (71.81) 206.88 (161.93)
Reserves (excluding revaluation reserves) and
surplus
- - -
Sales/turnover (income, including other income) 465.71 162.15 368.91
Profit after tax 51.85 72.01 107.95

2. Rideema Enterprises

Corporate I nformation

Rideema Enterprises is engaged in the business of collection of toll and road maintenance activities.

I nterest of the Promoters

Rideema Enterprises is a proprietorship concern of Jayant D. Mhaiskar (HUF). Our Promoter Jayant D.
Mhaiskar is the Karta of Jayant P. Mhaiskar (HUF).

Financial Performance

The brief audited financial results of Rideema Enterprises for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are
as follows:

(in ` million)
Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011
Capital (26.29) (27.88) 14.72
Reserves (excluding revaluation reserves) and
surplus
- - -
Sales/turnover (income, including other income) 218.50 223.07 150.38
Profit after tax 1.57 (36.61) (11.07)

3. Global Safety Vision Private Limited (GSVPL)

Corporate I nformation

GSVPL was incorporated under the Companies Act, 1956 on January 11, 2007 in Mumbai. GSVPL is engaged
in the business of manufacture of safety equipments.

I nterest of the Promoters

Our Companys Promoter, Dattatray P. Mhaiskar, holds 40,000 equity shares of ` 10 each, aggregating to
80.00% of the issued and paid-up share capital of GSVPL.



247
Financial Performance

The brief audited financial results of GSVPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)
Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011
Equity capital 0.20 0.20 0.20
Reserves (excluding revaluation reserves) and
surplus
107.08 73.39 43.43
Sales/turnover (income, including other income) 194.40 177.41 206.80
Profit after tax 33.58 30.00 40.95
Earning per share (face value ` 10 each) (Basic) 1,679.09 1,500.21 2,047.51
Earning per share (face value ` 10 each) (Diluted) 1,679.09 1,500.21 2,047.51
Net asset value per share 5,363.91 3,679.38 2,181.48

4. VCR Toll Services Private Limited (VCR Toll)

Corporate I nformation

VCR Toll was incorporated under the Companies Act, 1956 on January 29, 2003 in Mumbai. VCR Toll is
engaged in the business of development, operation and maintainence of infrastructure facilities and operating
the Vadgaon Chakan Road.

I nterest of the Promoters

Our Companys Promoter(s), ITIPL, Dattatray P. Mhaiskar and Jayant D. Mhaiskar, hold 8,666, 23,500 and 250
equity shares of ` 100 each, respectively, aggregating to 8.66%, 23.50% and 0.25%, respectively, of the issued
and paid-up share capital of VCR Toll. Jayant D. Mhaiskar, as the karta of Jayant D. Mhaiskar HUF holds
25,000 equity shares of VCR Toll, aggregating to 25% of the issued and paid-up share capital of VCR Toll.

Financial Performance

The brief audited financial results of VCR Toll for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)
Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011
Equity capital 10.00 10.00 10.00
Reserves (excluding revaluation reserves) and surplus 149.15 121.85 30.55
Sales/turnover (income, including other income) 152.24 168.97 151.99
Profit after tax 93.46 91.30 (9.62)
Earning per share (face value ` 100 each) (Basic) 934.56 912.95 (96.23)
Earning per share (face value ` 100 each) (Diluted) 934.56 912.95 (96.23)
Net asset value per share 1,591.45 1,318.49 403.90

5. A.J. Tolls Private Limited (AJTPL)

Corporate I nformation

AJTPL was incorporated under the Companies Act, 1956 on October 12, 1999 in Mumbai. AJTPL is engaged in
the business of collection of toll and road maintenance activities.

I nterest of the Promoters

Our Companys Promoter(s), ITIPL, holds 1,900,000 equity shares of ` 10 each, aggregating to 99.78% of the
issued and paid-up share capital of AJTPL.

248

Financial Performance

The brief audited financial results of AJTPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)
Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011
Equity capital 190.41 190.41 190.41
Reserves (excluding revaluation reserves) and surplus 26.27 26.22 74.33
Sales/turnover (income, including other income) 119.20 1,173.09 487.42
Profit after tax 0.05 (48.12) 33.51
Earning per share (face value ` 10 each) (Basic) 0.03 (25.27) 17.60
Earning per share (face value ` 10 each) (Diluted) 0.03 (25.27) 17.60
Net asset value per share 113.80 113.77 139.04

Group Companies with negative networth, under winding up or which have become a sick industrial
company

None of the entities forming part of the Group Companies is a sick company under the meaning of SICA and
none of them are under winding up. Further, except as stated below, none of the Group Companies has negative
net worth. The details of the Group Companies with negative net worth are as follows:

1. Ideal Hospitality Private Limited

Corporate I nformation

IHPL was incorporated under the Companies Act, 1956 on November 21, 2008 in Mumbai. IHPL is engaged in
the business of hospitality.

I nterest of the Promoters

Our Companys Promoter(s), ITIPL and Jayant D. Mhaiskar, holds 50,000 and 50,000 equity shares of ` 10
each, aggregating to 5.00% and 5.00% respectively, of the issued and paid-up share capital of IHPL.

Financial Performance

The brief audited financial results of IHPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)
Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011
Equity capital 0.10 0.10 0.10
Reserves (excluding revaluation reserves) and surplus (200.57) (148.71) (86.19)
Sales/turnover (income, including other income) 47.30 44.02 51.97
Profit after tax (51.86) (62.52) (54.85)
Earning per share (face value ` 10 each) (Basic) (5,186.16) (6,252.21) (5,484.67)
Earning per share (face value ` 10 each) (Diluted) (5,186.16) (6,252.21) (5,484.67)
Net asset value per share (20,046.99) (14,860.83) (8,608.62)

2. Ideal Brands Private Limited (IBPL)

Corporate I nformation

IBPL was incorporated under the Companies Act, 1956 on March 31, 2010 in Mumbai. IBPL is engaged in the
retail business.


249
I nterest of the Promoters

Our Companys Promoter, Jayant D. Mhaiskar holds 5,100 equity shares of ` 10 each, aggregating to 51.00% of
the issued and paid-up share capital of IBPL.

Financial Performance

The brief audited financial results of IBPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)
Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011
Equity capital 0.10 0.10 0.10
Reserves (excluding revaluation reserves) and surplus (0.18) (0.17) (0.15)
Sales/turnover (income, including other income) - - -
Profit/(Loss) after tax (0.02) (0.02) (0.15)
Earning per share (face value ` 10 each) (Basic) (1.79) (1.72) (14.81)
Earning per share (face value ` 10 each) (Diluted) (1.79) (1.72) (14.81)
Net asset value per share (8.30) (6.53) (4.81)

3. IEPL Power Trading Company Private Limited (IEPLPTC)

Corporate I nformation

IEPLPTC was incorporated under the Companies Act, 1956 on April 27, 2010 in Mumbai. IEPLPTC is engaged
in the business of transmission and distribution of power.

I nterest of the Promoters

Our Companys Promoters, ITIPL and Dattatray P. Mhaiskar, hold 5,049 and 4,950 equity shares of ` 10 each,
aggregating to 50.49% and 49.50 % respectively of the issued and paid-up share capital of IEPLPTC.

Financial Performance

The brief audited financial results of IEPLPTC for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)
Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011
Equity capital 0.10 0.10 0.10
Reserves (excluding revaluation reserves) and surplus (697.52) (322.34) (65.44)
Sales/turnover (income, including other income) - 0.24 -
Profit/(Loss) after tax (375.18) (256.90) (65.44)
Earning per share (face value ` 10 each) (Basic) (37,517.90) (25,690.05) (7,087.23)
Earning per share (face value ` 10 each) (Diluted) (37,517.90) (25,690.05) (7,087.23)
Net asset value per share (69,741.60) (32,223.69) (6,533.64)

4. Ideal Infoware Private Limited (IIPL)

Corporate I nformation

IIPL was incorporated under the Companies Act, 1956 on June 19, 2001 in Mumbai. IIPL is engaged in the
business of data entry and transaction processing services.

I nterest of the Promoters

Our Companys Promoter, Jayant D. Mhaiskar, holds 2,500 equity shares of ` 100 each, aggregating to 83.33%

250
of the issued and paid-up share capital of IIPL.

Financial Performance

The brief audited financial results of IIPL for the Fiscal 2013, Fiscal 2012 and Fiscal 2011 are as follows:

(in ` million, except EPS and NAV)
Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011
Equity capital 0.30 0.30 0.10
Reserves (excluding revaluation reserves) and surplus (13.21) 1.07 1.22
Sales/turnover (income, including other income) 0.76 0.71 1.05
Profit/(Loss) after tax (14.28) (0.15) 0.12
Earning per share (face value ` 100 each) (Basic) (4,758.33) (49.86) 123.58
Earning per share (face value ` 100 each) (Diluted) (4,758.33) (49.86) 123.58
Net asset value per share (4,301.67) 456.74 1,319.79

Details of other Group Companies

The details of the other Group Companies of our Company are as follows:

1. Ideal Energy Projects Limited (IEPL)

Corporate I nformation

IEPL was incorporated under the Companies Act, 1956 on April 3, 2008 in Mumbai. IEPL is engaged in the
business of setting up of thermal power projects.

I nterest of the Promoters

Our Companys Promoters, ITIPL, Dattatray P. Mhaiskar and Jayant D. Mhaiskar, hold 120,357,390,
292,707,100 and 159,089,130 equity shares of ` 10 each, respectively, aggregating to 19.92%, 48.46% and
26.34%, respectively, of the issued and paid-up share capital of IEPL.

2. MEP Toll Gates Private Limited (MTGPL)

Corporate I nformation

MTGPL was incorporated under the Companies Act, 1956 on November 12, 2012 in Mumbai. MTGPL is
engaged in the business of collection of toll and maintainence of roads and bridges.

I nterest of the Promoters

Our Companys Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%
of the issued and paid-up share capital of MTGPL.

3. MEP Infracon Private Limited (MEP Infracon)

Corporate I nformation

MEP Infracon was incorporated under the Companies Act, 2013 on July 21, 2014 in Mumbai. MEP Infracon is
engaged in the business of providing infrastructure and construction facilities of roads and highways.

I nterest of the Promoters

Our Companys Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%
of the issued and paid-up share capital of MEP Infracon.

251

4. MEP Roads & Bridges Private Limited (MRBPL)

Corporate I nformation

MRBPL was incorporated under the Companies Act, 2013 on July 23, 2014, in Mumbai. MRBPL is engaged in
the business of construction of roads and bridges along with maintainence and allied activities.

I nterest of the Promoters

Our Companys Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%
of the issued and paid-up share capital of MRBPL.

5. Raima Roads & Bridges Private Limited (RRBPL)

Corporate I nformation

RRBPL was incorporated under the Companies Act, 2013 on July 23, 2014, in Mumbai. RRBPL is engaged in
the business of construction of roads and bridges along with maintainence and allied activities.

I nterest of the Promoters

Our Companys Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%
of the issued and paid-up share capital of RRBPL.

6. Raima Infra Solutions Private Limited (RISPL)

Corporate I nformation

RISPL was incorporated under the Companies Act, 2013 on July 24, 2014, in Mumbai. RISPL is engaged in the
business of of providing infrasture development solutions for road and highway projects.

I nterest of the Promoters

Our Companys Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%
of the issued and paid-up share capital of RISPL.

7. Mhaiskar Landmarks Private Limited (MLPL)

Corporate I nformation

MLPL was incorporated under the Companies Act, 2013 on July 24, 2014, in Mumbai. MLPL is engaged in the
business of real estate and infrastructure development.

I nterest of the Promoters

Our Companys Promoter, Jayant D. Mhaiskar, holds 5,000 equity shares of ` 10 each, aggregating to 50.00%
of the issued and paid-up share capital of MLPL.

8. JAN Transport

JAN Transport is a proprietorship firm of Jayant D. Mhaiskar. It is engaged in the business of collection of toll
and undertaking repair activities for roads.



252
9. D.P. Mhaiskar Foundation

D.P Mhaiskar Foundation is a trust registered under the Maharashtra Public Trust Act, 1950 on December 5,
2012 and is engaged in public chartitable activities. Our Promoters, Dattatray P. Mhaiskar and Jayant D.
Mhaiskar are the trustees of D.P. Mhaiskar Foundation.

10. JRR Udyog

Corporate I nformation

JRR Udyog is a proprietorship firm of Jayant D. Mhaiskar. It currently does not undertake any activities.

11. Jayant D. Mhaiskar (HUF)

Jayant D. Mhaiska is a hindu undivided family represented by Jayant D. Mhaiskar as the Karta. The PAN
number of the Jayant D. Mhaiskar (HUF) is AADHJ2810C.

Nature and Extent of Interest of Group Companies

(a) I n the promotion of our Company

None of the Group Companies have any interest in the promotion of our Company.

(b) I n the properties acquired or proposed to be acquired by our Company in the past two years before
filing the Draft Red Herring Prospectus with SEBI

None of the Group Companies is interested in the properties acquired by our Company in the two years
preceding the filing of the Draft Red Herring Prospectus, or proposed to be acquired.

(c) I n transactions for acquisition of land, construction of building and supply of machinery

None of the Group Companies is interested in any transactions for the acquisition of land, construction of
building or supply of machinery.

Common Pursuits amongst the Group Companies with our Company

Except as disclosed in the section Promoters and Promoter Group - Interests of Promoters and Common
Pursuits on page 241, there are no common pursuits amongst any of the Group Companies and our Company.

Related Business Transactions within the Group Companies and Significance on the Financial
Performance of our Company

For details, see the section Related Party Transactions on page 254.

Sale/Purchase with Group Companies and Associate Companies

For details, see the section Related Party Transactions on page 254. Other than as discussed in the section
Related Party Transactions on page 254, there are no sales/purchases between our Company and the Group
Companies, wherein sales/purchase exceed in value aggregate of 10.00% of the totals sales or purchases of our
Company.

Our Company does not have any associate companies.



253
Business Interest of Group Companies and Associate Companies in our Company

One of our Group Companies, Ideal Energy Projects Limited, is a consortium member together with our
Company for the project being undertaken by MEP Hyderabad Bangalore Toll Road Private Limited.

Other than as stated above, none of the Group Companies have any business interest in our Company

Defunct Group Companies

None of the Group Companies remain defunct and no application has been made to the registrar of companies
for striking off the name of any of the Group Companies, during the five years preceding the date of this Draft
Red Herring Prospectus with SEBI. None of the Group Companies fall under the definition of sick companies
under SICA and none of them is under winding up.

Loss making Group Companies

The following table sets forth the details of our Group Companies which have incurred loss as per their last
available audited financial statements and the profit/(loss) made by them in during Fiscal 2013, Fiscal 2012 and
Fiscal 2011:

Name of entity Profit/(loss) (Amount in ` million)
Fiscal 2013 Fiscal 2012 Fiscal 2011
IEPL Power Trading
Company Private Limited
(375.18) (256.90) (65.44)
Ideal Hospitality Private
Limited
(51.86) (62.52) (54.85)
Ideal Infoware Private
Limited
(14.28) (0.15) 0.12
Ideal Energy Projects Limited (0.90) 0.15 (0.08)
Ideal Brands Private Limited (0.02) (0.02) (0.14)
MEP Toll Gates Private
Limited
(0.02) - -
JAN Transport (0.28) 0.44 2.06



254
RELATED PARTY TRANSACTIONS

For details of the related party transactions during the last five financial years, as per the requirement under
Accounting Standard 18 Related Party Disclosures issued by ICAI, see the sections Financial Statements
Restated Standalone Statement Of Related Party Transactions and Financial Statements Restated
Consolidated Statement Of Related Party Transactions on pages 308 and 390, respectively.

255
DIVIDEND POLICY

The declaration and payment of dividends, if any, will be recommended by our Board of Directors and
approved by the shareholders, in their discretion, subject to the provisions of the Articles of Association and the
Companies Act. The dividends, if any, will depend on a number of factors, including but not limited to the
earnings, capital requirements and overall financial position of our Company. Our Company has no formal
dividend policy. Our Company has not declared dividends during the last five Fiscals.





256
SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

The Board of Directors
MEP Infrastructure Developers Limited
(formerly, MEP Infrastructure Developers Private Limited)
A-412, Boomerang,
Chandivli Farm Road,
Near Chandivli Studio,
Mumbai 400 072

Dear Sirs,
1. We have the examined the attached Restated Standalone Financial Information of MEP
Infrastructure Developers Limited (formerly, MEP Infrastructure Developers Private Limited) (the
Company) as approved by the Board of Directors of the Company, prepared in terms of the requirements
of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (the Act) and/or Section 26 of
the Companies Act, 2013 read with The Companies (Prospectus and Allotment of Securities) Rules,
2014, to the extent applicable, read with the general circular 15/2013 dated 13 September 2013 of the
Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013, the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended
from time to time (SEBI Regulations), the Guidance note on Reports in Companys Prospectus
(Revised) issued by the Institute of Chartered Accountants of India (ICAI), to the extent applicable
(Guidance Note) and in terms of our engagement agreed upon with you in accordance with our
engagement letter dated 30 July 2013 and our addendum to the engagement letter dated 20 August
2014 in connection with the proposed issue of equity shares of the Company.

This Restated Standalone Financial Information has been extracted by the Management from the
Companys standalone financial statements, for the years ended 31 March 2014; 31 March 2013; 31
March 2012; 31 March 2011 and 31 March 2010. The audit of the Companys s t a n d a l o n e financial
statements for the years ended 31 March 2012; 31 March 2011 and 31 March 2010 was conducted by
one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants and B S R and Co,
Chartered Accountants have placed reliance on the standalone financial statements audited by them and
the financial report included for these years are based solely on the reports submitted by them.


2. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act and/or
Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of
Securities) Rules, 2014, to the extent applicable, the SEBI Regulations; and the (Revised) Guidance
Note on Reports in Company Prospectus issued by the Institute of Chartered Accountants of India
(ICAI), as amended from time to time; and in terms of our engagement agreed with you, we further
report that:

(a) The Restated Standalone Summary Statement of Assets and Liabilities of the Company as at
31 March 2014; 31 March 2013; 31 March 2012; 31 March 2011 and 31 March 2010 examined
by us, as set out in Annexure I to this report r ead wi t h t he si gni f i cant account i ng
pol i ci es i n Annexur e I VC, are after making adjustments and regroupings as in our
opinion were appropriate and more fully described in Notes on adjustments for standalone
restated financial statements, as restated under Indian GAAP (Refer Annexure IV). For the
financial years ended 31 March 2012; 31 March 2011 and 31 March 2010 reliance has been
placed by B S R and Co, Chartered Accountants on the standalone financial statements audited
by, Parikh Joshi & Kothare, Chartered Accountants, one of the joint auditors.

(b) The Restated Standalone Summary Statement of Profit and Loss of the Company, and the
Restated Standalone Summary Statement of Cash Flows of the Company for the years ended 31
March 2014; 31 March 2013; 31 March 2012; 31 March 2011 and 31 March 2010 examined
by us, as set out in Annexures II and III respectively to this report r ead wi t h t he si gni f i cant

257
accounting policies i n Annexur e I VC, are after making adjustments and regroupings as in
our opinion were appropriate and more fully described in Notes on adjustments for
Standalone restated financial statements, as restated under Indian GAAP (Refer Annexure IV).
For the financial years ended 31 March 2012; 31 March 2011 and 31 March 2010 reliance has
been placed by B S R and Co, Chartered Accountants on the standalone financial statements
audited by, Parikh Joshi & Kothare, Chartered Accountants, one of the joint auditors.

3. Based on the above and also as per the reliance placed on the standalone financial statements audited by
one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants, for the financial years ended
31 March 2012; 31 March 2011 and 31 March 2010, we are of the opinion that the Restated Standalone
Financial Information:

i. have been made after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial period/years to reflect the same accounting treatment as
per the changed accounting policy for all the reporting period/years based on the policies
adopted by the Company as on 31 March 2014;

ii. have been made after incorporating adjustments for the prior period and other material amounts
in the respective financial period/years to which they relate; and

iii. do not contain any extra-ordinary items that need to be disclosed separately in the accounts
and do not contain any qualifications requiring adjustments.

Other remarks/comments in the Auditors report/annexure to the Auditors report on the financial
statements of the Company for the years ended 31 March 2014, 31 March 2013, 31 March 2012, 31
March 2011 and 31 March 2010 which do not require any corrective adjustment in the financial
information are mentioned in Clause 5 Non-adjusting items under Annexure IVB.


4. We have also examined the following Restated Standalone Financial Information of the Company set
out in the Annexures, proposed to be included in the offer documents, prepared by the management and
approved by the Board of Directors on 19 September 2014 for the years ended 31 March 2014; 31
March 2013; 31 March 2012; 31 March 2011 and 31 March 2010. In respect of the financial years
ended 31 March 2012; 31 March 2011and 31 March 2010, these information have been included based
upon the reports submitted by one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants,
and relied upon by us.

i. Restated Standalone Statement of Reserves and Surplus, enclosed as Annexure V
ii. Restated Standalone Statement of Non-Current Investments, enclosed as Annexure VI
iii. Restated Standalone Statement of Current Investments, enclosed as Annexure VII
iv. Restated Standalone Statement of Trade Receivables, enclosed as Annexure VIII
v. Restated Standalone Statement of Long-term Loans and Advances and Other Non-Current Assets,
enclosed as Annexure IX
vi. Restated Standalone Statement of Short-term Loans and Advances and Other Current Assets,
enclosed as Annexure X
vii. Restated Standalone Statement of Long-term borrowings, enclosed as Annexure XI
viii. Restated Standalone Statement of Long-term Provisions, enclosed as Annexure XII
ix. Restated Standalone Statement of Short-term Borrowings, Trade Payables, Other Current
Liabilities and Short-term Provisions, enclosed as Annexure XIII
x. Restated Standalone Statement of Income and Expenses, enclosed as Annexure XIV
xi. Restated Standalone Statement of Other Income, enclosed as Annexure XV
xii. Restated Standalone Statement Contingent Liabilities, enclosed as Annexure XVI
xiii. Restated Standalone Statement of Accounting Ratios, enclosed as Annexure XVII
xiv. Capitalisation Statement, enclosed as Annexure XVIII
xv. Restated Standalone Tax Shelter Statement, enclosed as Annexure XIX
xvi. Restated Standalone Statement of Related Party Transactions, enclosed as Annexure XX
xvii. Restated Standalone Statement of Dividend, enclosed as Annexure XXI


258
5. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us or by other firm of Chartered Accountants, nor should this report be construed as an
opinion on any of the standalone financial statements referred to herein.

6. We have no responsibility to update our report for events and circumstances occurring after the date of
the report.

7. In our opinion, the above financial information contained in Annexures I to XXI accompanying this
report read along with the Significant Accounting Policies, Changes in Significant Accounting Policies
and Notes (Refer Annexure IVC) are prepared after making adjustments and regroupings as considered
appropriate and have been prepared in accordance with Paragraph B, Part II of Schedule II of the Act
and/or Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of
Securities) Rules, 2014, to the extent applicable,; SEBI Regulations and the Guidance Note issued in this
regard by the ICAI, as amended from time to time, and in terms of our engagement as agreed with you.

8. Our report is intended solely for use of the management for inclusion in the offer document in
connection with the proposed issue of equity shares of the Company. Our report should not be used,
referred to or distributed for any other purpose except with our prior consent in writing.


For B S R and Co
Chartered Accountants
Firm Registration No: 128510W




For Parikh Joshi & Kothare
Chartered Accountants
Firm Registration No:
107547W



Vijay Mathur
Partner
Membership No: 046476
Mumbai
19 September 2014
Yatin R. Vyavaharkar
Partner
Membership No: 033915
Mumbai
19 September 2014



259
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure I - Restated Standalone Summary Statement of Assets and Liabilities
(Rs. in millions)
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Equity & Liabilities

(1) Shareholder's funds
(a) Share capital 1,000.00 1,000.00 1,000.00 112.50 112.50
(b) Reserves and surplus 1,175.05 1,131.98 967.08 786.17 862.23

(2) Non-current liabilities
(a) Long-term borrowing 283.57 722.00 1,261.50 10.71 -
(b) Deferred tax liabilities - - - 0.78 -
(c) Long term provisions 9.67 10.37 7.97 5.52 2.14

(3) Current liabilities
(a) Short-term borrowing 1,063.79 132.95 2,021.13 440.41 1,131.67
(b) Trade payables 299.05 170.92 162.14 59.49 8.40
(c) Other current liabilities 928.49 1,029.78 3,852.92 7,684.66 180.65
(d) Short-term provisions 2.55 2.70 1.77 1.09 0.79

Total 4,762.17 4,200.70 9,274.51 9,101.33 2,298.38

Assets

(4) Non-current assets
(a) Fixed assets 148.77 115.78 96.30 40.26 17.00
(b) Non-current
investments
708.75 318.09 287.54 377.34 0.45
(c) Deferred tax assets
(net)
9.92 12.18 2.07 - 1.16
(d) Long-term loans and
advances
1,609.87 1,873.82 2,070.83 1,617.74 54.12
(e) Other non-current
assets
38.96 47.01 36.17 26.94 -

(5) Current assets
(a) Current investments - - - - 2.00
(b) Trade receivables 232.17 260.83 33.57 269.09 285.22
(c) Cash and bank balances 275.96 291.43 454.81 367.67 203.25
(d) Short-term loans and
advances
1,656.18 1,272.27 6,291.62 6,401.39 1,734.28
(e) Other current assets 81.59 9.29 1.60 0.90 0.90
Total 4,762.17 4,200.70 9,274.51 9,101.33 2,298.38

Note:

260
The above statement should be read with the notes to restated standalone summary Statements of Assets and
Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B and IV C.


MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure II - Restated Standalone Summary Statement of Profit and Losses
(Rs. in millions)
Particulars For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

A Income
Revenue from operations
Toll and octroi collection 4,832.55 8,921.43 7,017.01 3,295.68 3,283.13
Other operating revenue 34.15 195.40 214.36 156.50 -
Other income 116.54 15.18 517.16 97.37 8.16
Total 4,983.24 9,132.01 7,748.53 3,549.55 3,291.29

B Expenses
Operating and maintenance expenses 4,315.93 7,984.67 6,429.91 3,136.63 3,126.64
Employee benefits 178.53 400.99 304.71 132.59 59.55
Depreciation 26.25 17.70 13.23 5.06 4.68
Finance costs 267.91 280.86 539.32 185.48 53.38
Other expenses 127.11 192.73 164.57 78.37 42.11
Total 4,915.73 8,876.95 7,451.74 3,538.13 3,286.36
Restated profit before tax 67.51 255.06 296.79 11.42 4.93

C Tax expense
Current tax 22.18 100.27 118.73 85.55 15.93
Deferred tax charge/(credit) 2.26 (10.11) (2.85) 1.93 0.24
Total tax expense 24.44 90.16 115.88 87.48 16.17
Restated profit / (loss) for the years
(A - B - C)
43.07 164.90 180.91 (76.06) (11.24)

Note:
The above statement should be read with the notes to restated standalone summary of Statements of Assets and
Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B and IV C.



261
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure III - Restated Standalone Summary Statement of Cash Flows
(Rs. in millions)
Particulars For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
A. Cash flows from operating activities
Profit before taxation (as restated) 67.51 255.06 296.79 11.42 4.93
Non cash adjustments to reconcile
profit before tax to net cash flows

Depreciation 26.25 17.70 13.23 5.06 4.68
Interest income (114.31) (13.25) (516.74) (96.69) (8.14)
Dividend income (0.02) - - (0.68) -
Loss on fixed assets written off 3.05 1.08 0.96 - -
Provision for wealth tax 0.28 0.03 0.12 0.10 0.11
Profit on sale of mutual fund - - (0.28) - -
Finance cost 267.91 280.86 539.32 185.48 53.38
Provisions no longer required written
back
(1.64) - - - -
Operating profit before working
capital changes (as restated)
249.03 541.48 333.40 104.69 54.96
Adjustments for movements in
working capital

(Increase)/ Decrease in loans and
advances
(267.90) 5,165.33 (382.24) (6,932.07) (907.73)
(Increase)/ Decrease in trade receivables 28.66 (227.26) 239.81 15.65 (230.83)
Increase/ (Decrease) in trade payables 128.68 (51.20) 212.64 794.53 (41.55)
Increase/ (Decrease) in provisions (1.47) 3.29 3.02 3.57 0.46
Increase/ (Decrease) in other current
liabilities
(13.30) (2,919.95) (2,739.99) 2,787.37 10.40
Cash flows from operations 123.70 2,511.69 (2,333.36) (3,226.26) (1,114.29)
Income taxes paid (net of refunds) (32.96) (98.18) (118.68) (130.45) (85.27)
Net cash generated from /(used in)
operating activities (A)
90.74 2,413.51 (2,452.04) (3,356.71) (1,199.56)

B. Cash flows from investing actvities
Purchase of tangible fixed assets (70.18) (39.39) (73.96) (28.31) (2.45)
Proceeds from sale of fixed assets 7.86 - 3.70 - -
Proceeds from sale of investments 30.00 - 1,500.28 2.00 132.82
Purchase of investments - - (1,500.00) - -
Purchase of fixed deposits (265.39) (150.30) (138.35) (506.83) (79.73)
Redemption / maturity of fixed deposits 296.77 93.14 198.25 437.31 60.00
Investment in subsidiaries and enterprises
over which significant influence is
exercised by key managerial personnel
(262.00) (30.54) - (376.88) (0.08)
Sale of investment in subsidiaries and
enterprises over which significant
influence is exercised by key managerial
personnel
- - 89.80 - -
Dividend received on mutual fund 0.02 - - 0.68 -
Interest received 41.91 9.06 510.57 96.69 7.52

262
Particulars For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Net cash (used in) / generated from
investing activities (B)
(221.01) (118.03) 590.29 (375.34) 118.08

C. Cash flows from financing activities
Proceeds from issue of shares - - 887.50 - -
Proceeds from borrowings 1,496.83 1,152.77 7,759.75 4,853.52 1,191.60
Repayment of borrowings (1,104.64) (3,382.29) (6,045.83) (851.61) -
Finance cost paid (254.17) (272.15) (588.77) (148.91) (40.32)
Net cash (used in)/generated from
financing activities ( C)
138.02 (2,501.67) 2,012.65 3,853.00 1,151.28
Net (decrease) / increase in cash and
cash equivalents ( A + B + C )
7.75 (206.19) 150.90 120.95 69.80
Cash and cash equivalents, beginning
of the year
180.26 386.45 235.55 114.60 44.80
Total Cash and cash equivalents, end
of the year
188.01 180.26 386.45 235.55 114.60

Notes:
1)
Components of cash and cash
equivalents
For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Cash on hand 124.78 119.93 257.21 136.58 103.78
Balance with banks
- Current accounts 61.05 60.33 129.24 98.97 10.82
-in bank accounts 2.18 - - - -

Total 188.01 180.26 386.45 235.55 114.60

2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.
3) The Cash Flow Statements has been prepared under the indirect method as set out in Accounting Standard -
3 ('AS-3') on cash flow statements prescribed in Companies (Accounting Standard) Rules, 2006


263
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Notes on adjustments for standalone restated financials statements, as restated under Indian GAAP
Annexure IV A - Notes on Material Adjustments
The summary of results of restatement made in the audited standalone financial statements for the respective
years and its impact on the profit/ (loss) of the Company is as follows
(Rs. in millions)
Particulars For the years ended
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
(A) Net profit as per audited financial
statements
24.49 40.59 209.55 5.66 3.23
Increase/ (decrease) in revenue due to
prior period depreciation on office
premises
- 0.14 (0.03) (0.02) (0.02)
Add /(less): provisions no longer
required written-back
(10.63) (22.63) 2.25 7.85 1.86
Add/(less): gratuity liability - - 6.18 (3.56) (0.46)
Add/(less): prior year expenses /income 9.88 (6.04) (3.84) 0.01 (0.01)
Add/(less):Sundry Balances write off 26.31 - (5.00) - -
(B) Total adjustments 25.56 (28.53) (0.44) 4.28 1.37
(C) Tax excess / (short) provisions (1.64) 145.18 (27.04) (84.55) (15.37)
(D) Deferred tax impact of adjustments (5.34) 7.66 (1.16) (1.45) (0.47)
Restated profit / (loss) for the
years(A+B+C+D)
43.07 164.90 180.91 (76.06) (11.24)

Note
The above statement should be read with the notes to restated standalone summary Statements of Assets and
Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV B & IV C.


264
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Notes on adjustments for standalone restated financials statements, as restated under Indian GAAP
Annexure IVB
1. Presentation and disclosure of financial statements
During the year ended 31 March 2012, the Revised Schedule VI notified under the Act, had become
applicable to the Company, for preparation and presentation of its financial statements. Accordingly,
the Company has prepared the financial statements for the year ended 31 March 2012 onwards in
accordance with Revised Schedule VI of the Act. The adoption of Revised Schedule VI of the Act does
not impact recognition and measurement principles followed for preparation of financial statements.
However, it has significant impact on presentation and disclosures made in the financial statements.
The Company has also reclassified the figures for the years ended 31 March 2011 and 2010 in
accordance with the requirements of Revised Schedule VI of the Act, to the extent possible.
2. Other adjustments
(a) Gratuity
Provisions related to gratuity has been provided for in the restated financial statements for the
financial years ended 31 March 2011 and 2010 as required under 'Accounting Standard 15' on
'Employee Benefits (Revised 2005)'. The provisions are based on the actuarial valuation
report provided by a registered actuary. The provisions were not made in the audited financial
statements for years ended 31 March 2011 and 2010 and accordingly, this adjustment has
been recorded in the restated financial statements of the respective years.
(b) Depreciation
In the audited financial statements for the years ended 31 March 2012, 2011 and 2010,
depreciation was not provided on the office premises. During the year ended 31 March 2013
the Company charged depreciation on the office premises with retrospective effect and this
adjustment has been recorded in the restated financial statements of the respective years.
(c) Provisions no longer required, written-back
During the year ended 31 March 2013 and 2014, the Company had written-back sundry
creditors, provision for compensated absences, wealth tax provision and salaries and wages
outstanding which were no longer required to be paid. The Company, on restatement, has
written back the sundry creditors and salaries and wages in the respective years in which they
were provided for.
(d) Loans and advances written off
During the year ended 31 March 2014, the Company had written off sundry balances of `
26.31 millions. The Company on restatement wrote off the sundry balances in the respective
financial years.
(e) Prior period expenses/income
During the years ended 31 March 2014, 31 March 2013 and 31 March 2010, the Company
had recognised expenses which pertained to the previous years. The Company, on
restatement, has recorded the expenses in the financial statements of the respective years.
(f) Income tax adjustments for earlier years

265
The Company was served a notice under Section 153 A of the Income Tax Act,1961 by the
Income tax department on 9 December 2011. The aforesaid dispute pertaining to earlier years
was settled by the Company with Settlement Commission on 9 July 2013. The Company, on
restatement, has recorded the tax expenses in the financial statements of the respective years.
(g) Bid and performance security, deposits written off
During the year ended 31 March 2014, the Company had written-off loans, bid and
performance security and deposits outstanding which were no longer required to be recovered.
The Company, on restatement, has written off the loans, bid and performance security and
deposits in the respective years in which the items were recorded.
3. Material regroupings
Appropriate adjustments have been made in the restated standalone summary Statements of Assets and
Liabilities, Profits and Losses and Cash flows, wherever required, by reclassification of the
corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the
regroupings as per the audited financials of the Company for the year ended 31 March 2014, prepared
in accordance with Revised Schedule VI, and the requirements of the Securities and Exchange Board
of India (Issue of Capital & Disclosure Requirements) Regulations, 2009 (as amended).
4. Restatement adjustments made in the audited opening balance figures in the net surplus in the
statement of profit and loss for the fiscal 2009
Particulars Rs. In million
(A) Net Surplus in statement of Profit and Loss as at 1 April 2009 as per
audited financial statements
891.53
Adjustments:
Sundry balances W/off (21.31)
Provisions no longer required written back 21.30
Gratuity (2.16)
Depreciation on premises (0.07)
(B) Total adjustments (2.24)
(C) Under-provision from income tax (16.58)
(D) Deferred tax impact on adjustments 0.76
Net surplus in the Statement of Profit and Loss as at 1 April 2009 (as restated) 873.47

5. Non - adjusting items
In addition to the audit opinion on the financial statements, the auditors are required to comment upon
the matters included in the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central
Government of India under sub section (4A) of Section 227 of the Act. Certain statements/comments
included in audit opinion on the financial statements and CARO, which do not require any adjustments
in the restated summary financial information are reproduced below in respect of the financial
statements presented:
(a) Financial year ended 31 March 2014
Clause (ix)(a) of the CARO
According to the information and explanations given to us and, on the basis of our
examination of the records of the Company, the Company is generally regular in depositing
with the appropriate authorities undisputed statutory dues including Provident fund,
Employees State Insurance, Income-tax, Wealth Tax, Sales-tax and other material statutory
dues though there have been slight delays in few cases in depositing Provident Fund,
Employees State Insurance, Income-tax and Sales-tax. However, there are major delays in
few cases in depositing Provident fund though the amounts involved are not material, and

266
there were major delays in few cases in depositing Service tax and Income-tax dues where the
amounts involved are material, and the said amounts have been subsequently deposited. As
explained to us, the Company did not have any dues on account of Investor Education and
Protection Fund. According to the information and explanations given to us, dues on account
of Excise duty, Customs duty and Cess are not applicable to the Company.
According to the information and explanations given to us, no undisputed amounts payable in
respect of Provident fund, Employees State Insurance, Income tax, Service tax and other
material statutory dues were in arrears as at 31 March 2014 for a period of more than six
months from the date they became payable, except in case of the following
Name of
the Statute
Nature of
Dues
Amount (Rs
in millions)
Period to which
the amount
relates
Due Date Date of
Payment
Sales Tax Value
Added Tax
0.15 January 2013 Within 21
days from end
of each month
28
September
2013
The Income
Tax Act,
1961
Tax
Collected at
Source
7.66 Assessment year
2014-15
Within 7 days
from the end
of the month
11 July
2014

According to the information and explanations given to us, there are no dues of Income-tax,
Sales-tax and Wealth Tax which have not been deposited with the appropriate authorities on
account of any dispute. According to the information and explanations given to us, dues on
account of Excise duty, Customs duty and Cess are not applicable to the Company. The
particulars of dues of Service Tax as at 31 March 2014 which has not been deposited are as
follows
Clause (ix)(b) of the CARO
Name of the
Statute
Nature of the
Dues
Amount (Rs in
millions)
Period to
which the
amount
relates
Forum where
dispute is
pending
The Finance
Act, 1944
Service Tax 817.12 2007-08 to
2011-12
Customs,
Excise and
Service Tax
Appellate
Tribunal
(CESTAT
Clause (xi) of the CARO
According to the information and explanations given to us, the Company has not defaulted in
repayment of dues to its banks or to any financial institutions except for repayment of
principal dues ranging from Rs 1.91 million to Rs 375.00 million due to the banks which was
overdue for a period ranging from 1 day to 31 days. The amounts as mentioned above have
been repaid on various dates during the year as well as subsequent to the date of the Balance
Sheet.
(b) Financial year ended 31 March 2013
Clause (ix)(a) of the CARO
According to the information and explanations given to us and, on the basis of our
examination of the records of the Company, the Company is generally regular in depositing
with the appropriate authorities undisputed statutory dues including Provident fund,
Employees State Insurance, Income-tax, Wealth tax, Sales-tax and other material statutory

267
dues though there have been slight delays in few cases in depositing Provident Fund,
Employees State Insurance, Income-tax and Sales- tax dues. However, there are major delays
in few cases in depositing Service tax and Works Contract tax dues though the amounts
involved are not material, and the said amounts have been subsequently paid. As explained to
us, the Company did not have any dues on account of Investor Education and Protection
Fund. According to the information and explanations given to us, dues on account of Excise
duty, Customs duty and Cess are not applicable to the Company.
According to the information and explanations given to us, no undisputed amounts payable in
respect of Provident fund, Employees State Insurance, Service tax, Income-tax, Wealth tax,
Sales-tax and other material statutory dues were in arrears as at 31 March 2013 for a period of
more than six months from the date they became payable, except in case of the following:
Name of
the
Statute
Nature of
Dues
Amount
(Rs in
millions)
Period to
which the
amount
relates
Due Date Date of
Payment
Sales Tax Work
Contract
Tax
0.10 2012 -2013 Within 21
days from end
of each month
22 April 2013
The
Income
Tax Act,
1961
Interest on
delayed
payment of
TDS
1.60 Assessment
year 2012-13
Within 15
days from the
service of the
notice, viz
8 June 2012
23 September
2013 and 25
September
2013

Clause (xi) of the CARO
According to the information and explanations given to us, the Company has not defaulted in
repayment of dues to its bankers or to any financial institutions except for certain required
prepayments of loans due to a bank ranging from Rs 18.00 million to Rs 239.09 million. The
period of delay for the said loans ranges from 77 days to 494 days. Of the above said loans,
the Company has repaid Rs 56.52 million on various dates subsequent to the Balance Sheet
date, and for the balance has mutually agreed the repayment schedule.
(c) Financial year ended 31 March 2012
Clause (vii) of the CARO
In our opinion and according to the information and explanations given to us, the Company
does not have a formal internal audit system.
Clause (ix)(a) of the CARO
According to the records of the Company, statutory dues like, investor education protection
fund, sales tax, service tax, customs duty, excise duty, cess and other statutory dues are not
applicable to the Company, the Company is generally regular in depositing with the
appropriate authorities income tax dues. Further, according to information and explainations
given to us, no undisputed amounts payable in respect of direct taxes is outstanding except for
below, as at the Balance Sheet date for a period of more than six months from the date they
became payable.
Name of the
Statute
Nature of
Dues
Amount
(Rs in
millions)
Period to
which the
amount
relates
Due
Date
Date of Payment

268
Name of the
Statute
Nature of
Dues
Amount
(Rs in
millions)
Period to
which the
amount
relates
Due
Date
Date of Payment
Wealth-Tax Act,
1957
Wealth tax 0.10 Assessment
year 2011-
12
6
months
from
the end
of the
financia
l year.
26 September
2013

(d) Financial year ended 31 March 2011
Clause (vii) of the CARO
In our opinion and according to the information and explainations given to us, the Company
does not have a formal internal audit system.
Clause (ix)(a) of the CARO
According to the records of the Company, statutory dues like, investor education protection
fund, sales tax, service tax, customs duty, excise duty, cess and other statutory dues are not
applicable to the Company, the Company is generally regular in depositing with the
appropriate authorities income tax dues. Further, according to information and explainations
given to us, no undisputed amounts payable in respect of direct taxes is outstanding except for
below, as at the Balance Sheet date for a period of more than six months from the date they
became payable.
Name of the Statute Nature of
Dues
Amount
(Rs in
millions)
Period to
which the
amount
relates
Due
Date
Date of
Payment
Wealth-Tax Act, 1957 Wealth tax 0.04 Assessment
year 2008-
09
6 months
from the
end of
the
financial
year.
28 April 2011
Wealth-Tax Act, 1957 Wealth tax 0.17 Assessment
year 2009-
10
6 months
from the
end of
the
financial
year.
28 April 2011
Wealth-Tax Act, 1957 Wealth tax 0.11 Assessment
year 2010-
11
6 months
from the
end of
the
financial
year.
28 April 2011

(e) Financial year ended 31 March 2010
Clause (vii) of the CARO

269
In our opinion and according to the information and explainations given to us, the Company
does not have a formal internal audit system.
Clause (ix)(a) of the CARO
According to the records of the Company, statutory dues like, investor education protection
fund, sales tax, service tax, customs duty, excise duty, cess and other statutory dues are not
applicable to the Company, the Company is generally regular in depositing with the
appropriate authorities income tax dues. Further, according to information and explainations
given to us, no undisputed amounts payable in respect of direct taxes is outstanding except for
below, as at the Balance Sheet date for a period of more that six months from the date they
became payable.
Name of the Statute Nature of
Dues
Amount
(Rs in
millions)
Period to
which the
amount
relates
Due
Date
Date of
Payment
Wealth-Tax Act, 1957 Wealth tax 0.04 Assessment
year 2008-
09
6 months
from the
end of
the
financial
year.
28 April 2011
Wealth-Tax Act, 1957 Wealth tax 0.17 Assessment
year 2009-
10
6 months
from the
end of
the
financial
year.
28 April 2011



270
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Notes on adjustments for standalone restated financials statements, as restated under Indian GAAP
Annexure IVC : Notes to restated standalone summary Statements of Assets and Liabilities, Profits and
Losses and Cash Flows for the years ended 31 March 2014, 2013, 2012, 2011 and 2010:
1. Company overview
MEP Infrastructure Developers Limited ('MEPIDL' or the Company) was incorporated on 8 August
2002 under the name MEP Toll Road Private Limited under Companies Act, 1956 ('the Act'). The
Company is into the business of collection of toll as per the contract entered with the various
authorities and also in the providing road, repair and maintenance service to its subsidiary.
The Company has undertaken following contracts for toll collection during the year 2013-14
i) Rajasthan State Road Development & Construction Corporation Limited, "RSRDC" at
Gazipur Phulwada.
ii) Maharashtra State Road Development Corporation Limited, "MSRDC" at:
(a) Rajiv Gandhi Sea Link ( for Bandra Worli Sea Link Project) along with
maintenance.
(b) Katai Gove
iii) Road Infrastructure Development Company of Rajasthan Limited, "RIDCOR" at:
(a) Alwar Bhiwadi
(b) Lalsot Kota
National Highways Authority of India, "NHAI" at:
Toll Name
Amakatadu Marur Kelapur
Athur Khemana
Bankapur Marur
Baretha Nathavalasa
Beliyad Palsit
Brijghat Panikoli
Chamari Parinur
Cheena Samudram Parsoni
Chirle Karanjade Pippalwada
Choundha Purwameer
Dankuni Srirampur
Dasna Tundla
Dastan Visakhapatnam Port
Gurau (Semra-Atikabad)

The Company is a subsidiary of Ideal Toll & Infrastructure Private Limited ('the Holding
Company'), a company incorporated in India.
At the extraordinary general meeting of the shareholders held on 28 November, 2011, the
shareholders approved the change of name of the Company from MEP Toll Road Private

271
Limited to MEP Infrastructure Developers Private Limited. Further at the extra-ordinary
general meeting of the shareholders held on 19 August 2014, the shareholders approved the
conversion of the Company from Private limited Company to a Public limited Company, and
approved the change in the name of the Company from MEP Infrastructure Developers
Private Limited to MEP Infrastructure Developers Limited.
2. Basis of preparation
The restated standalone summary Statement of Assets and Liabilities of the Company as at 31 March
2014, 31 March 2013, 2012, 2011, and 2010 and the related restated standalone summary Statement of
Profits and Losses and Cash Flows for the years ended 31 March 2014, 2013, 2012, 2011, and 2010
[herein collectively referred to as (Restated standalone summary statements)] have been compiled by
the management from the audited financial statements for the years ended 31 March 2014, 2013, 2012,
2011, and 2010.
The financial statements are prepared under the historical cost convention, on the accrual basis of
accounting in accordance with the accounting principles generally accepted in India (Indian GAAP)
and comply with the Companies (Accounting Standards) Rules, 2006 issued by the Central
Government and the relevant provisions of the Act to the extent applicable.
These restated standalone summary statements have been prepared to comply in all material respects
with the requirements of Schedule II to the Act and the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2009, as amended (the Regulations).
The financials are presented in Indian rupees, rounded off to nearest millions, with two decimals
except earnings per share data and where mentioned otherwise.
The accounting policies have been consistently applied by the Company and are consistent with those
used in the previous years.
3. Statement of significant accounting policies
3.1 Current/non-current classification
The Revised Schedule VI to the Act requires assets and liabilities to be classified as either Current or
Non-current.
An asset is classified as current when it satisfies any of the following criteria:
(a) it is expected to be realised in, or is intended for sale or consumption in, the entitys normal
operating cycle;
(b) it is expected to be realised within twelve months after the Balance Sheet date; or
(d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a
liability for atleast twelve months after the Balance Sheet date.
All other assets are classified as non-current.
A liability is classified as current when it satisfies any of the following criteria:
(a) it is expected to be settled in, the entitys normal operating cycle;
(b) it is due to be settled within twelve months after the Balance Sheet date; or
(c) the Company does not have an unconditional right to defer settlement of the liability for
atleast twelve months after the Balance Sheet date.

272
All other liabilities are classified as non-current.
All assets and liabilities have been classified as current or non-current as per the Companys normal
operating cycle and other criteria set out above which are in accordance with the Revised Schedule VI
to the Act.
Based on the nature of services and the time between the acquisition of assets for processing and their
realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months
for the purpose of current, non-current classification of assets and liabilities.
3.2 Use of estimates
The preparation of financial statements in conformity with Indian GAAP requires the management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent liabilities on the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Management believes that the estimates made in the
preparation of the financial statements are prudent and reasonable. Actual results could differ from
those estimates. Any revision to accounting estimates is recognised prospectively in current and future
periods.
3.3 Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured.
Toll collection
Revenue from toll collection is recognised on actual collection of revenue and in case of contractual
terms with certain customers the same is recognised on an accrual basis.
Road repair and maintenance- other operating income
Revenue from road repair and maintenance work is recognised upon completion of services as per
contractual terms.
I nterest and dividend income
Interest income is recognised on a time proportion basis taking into account the amount outstanding
and the rate applicable. Dividends are recorded as and when the same is received.
3.4 Fixed assets
Tangible fixed assets
Tangible assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost
comprises of purchase price and any attributable cost such as duties, freight, borrowing costs, erection
and commissioning expenses incurred in bringing the asset to its working condition for its intended
use.
Expenditure incurred on acquisition / construction of fixed assets which are not ready for their
intended use as at the Balance Sheet date are disclosed under capital work -in -progress.
3.5 Depreciation
Depreciation is provided pro-rata to the period of use on the written down value method, at rates
prescribed in Schedule XIV of the Act. Depreciation on addition/deletion of fixed assets during the
year is provided on pro-rata basis from / to the date of addition/deletion. Fixed assets costing up to Rs
5,000 individually are fully depreciated in the year of purchase.

273
3.6 I mpairment
The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of
impairment based on internal/external factors. An impairment loss is recognised wherever the carrying
amount of an asset exceeds its recoverable amount. Recoverable amount is the greater of assets value
in use and net selling price. After impairment if any, depreciation is provided on the revised carrying
amount of the asset over its remaining useful life. Previously recognised impairment loss is increased
or reversed on changes due to internal /external factors.
3.7 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as
part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.
Borrowing costs consists of interest and other cost that an entity incurs in connection with the
borrowing of funds.
3.8 I nvestments
Long term investments are valued at cost, less provision for other than temporary diminution in value,
if any. Current investments are valued at the lower of cost and fair value.
3.9 Employee benefits
i) Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are
classified as short-term employee benefits. Benefits such as salaries, wages, etc. and the
expected cost of ex-gratia are recognized in the period in which the employee renders the
related service.
ii) Post employment benefits
Defined contribution plans
The Company's contribution to defined contribution plans such as Provident Fund, Employee
State Insurance and Maharashtra Labour Welfare Fund are recognised in the Statement of
Profit and Loss on an accrual basis.
Defined benefit plans
Gratuity
The Companys gratuity benefit scheme is a defined benefit plan. The Companys net
obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of
future benefit that employees have earned in return for their service in the current and prior
periods; that benefit is discounted to determine its present value, and the fair value of any plan
assets is deducted.
The present value of the obligation under such defined benefit plan is determined based on
actuarial valuation using the projected unit credit method, which recognizes each period of
service as giving rise to additional unit of employee benefit entitlement and measures each
unit separately to build up the final obligation.
The obligation is measured at the present value of the estimated future cash flows. The
discount rates used for determining the present value of the obligation under defined benefit
plan, are based on the market yields on Government securities as at the Balance Sheet date.
When the calculation results in a benefit to the Company, the recognized asset is limited to the

274
net total of any unrecognized actuarial losses and past service costs and the present value of
any future refunds from the plan or reductions in future contributions to the plan. Actuarial
gains and losses are recognized immediately in the Statement of Profit and Loss.
Other long-term employee benefits
The Company's net obligation is respect of other long-term employment benefits, other than
gratuity, is the amount of future benefits that the employees have earned in return for their
service in the current and prior periods. The obligation is calculated using the projected unit
credit method and is discounted to its present value and the fair value of any related assets is
deducted.
3.10 Operating leases
Assets acquired under leases other than finance leases are classified as operating leases. The total lease
rentals (including scheduled rental increases) in respect of an asset taken on operating lease are
charged to the Statement of Profit and Loss on a straight line basis over the lease term unless another
systematic basis is more representative of the time pattern of the benefit.
3.11 Taxation
I ncome tax and deferred tax
Income tax expense comprises current income tax (i.e. amount of tax for the period determined in
accordance with the income tax law) and deferred tax charge or credit (reflecting the tax effects of
timing differences between accounting income and taxable income for the year) and reversal of timing
differences of earlier years. The deferred tax charge or credit and the corresponding deferred tax
liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted
by the Balance Sheet date. Deferred tax assets are recognized only to the extent there is reasonable
certainty that the assets can be realized in future; however; where there is unabsorbed depreciation or
carried forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual
certainty of realization of such assets. Deferred tax assets are reviewed at each Balance Sheet date and
written down or written up to reflect the amount that is reasonably/virtually certain (as the case may
be) to be realised.
Minimum alternate tax (MAT)
Minimum alternate tax (MAT) credit is recognised as an asset only when, and only to the extent there
is convincing evidence that the Company will pay normal income tax during the specified period for
which the MAT credit can be carried forward or set off against the normal tax liability. MAT credit
entitlement is reviewed at each Balance Sheet date and written down to the extent there is no
convincing evidence to the effect that the Company will pay normal income tax during the specified
period.
3.12 Earning per share (EPS)
Basic earning per share is calculated by dividing the net profit/loss for the year attributable to the
equity share holders by the weighted average number of equity shares outstanding during the period.
Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent
shares outstanding during the period except where the result would be anti dilutive
3.13 Provisions and contingencies
The Company recognises a provision when there is present obligation as a result of a past (or
obligating) event that probably requires an outflow of resources and reliable estimate can be made of
the amount of the obligation. A disclosure for the contingent liability is made when there is a possible
obligation or a present obligation that may, but probably will not, require an outflow of resources.

275
Where there is a possible obligation or a present obligation that the likelihood of outflow of resources
is remote, no provision or disclosure is made.
4 Capital commitments
(Rs. in millions)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Estimated amount of contracts
remaining to be executed on capital
account ( net of advance)
4.45 22.15 2.19 - -

5 Operating lease
The Company has entered into non - cancellable operating lease agreements for premises, which
expires at various dates over the next five years. Rent expenses debited to the Statement of Profit and
Loss is as below:
(Rs. in millions)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Rent expense- non cancellable lease
agreements
0.76 0.69 0.61 - -
Rent expense- others 0.25 0.46 0.44 1.61 0.82
Total 1.01 1.15 1.05 1.61 0.82

The future minimum lease payments in respect of the non cancellable lease agreements as on the year
end is as below:
(Rs. in millions)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Not later than one year 0.09 0.76 0.69 - -
Later than one year but not later
than five years
- 0.09 0.85 - -
Later than five years - - - - -
Total 0.09 0.85 1.54 - -

6 Deferred tax assets (net)
Components of deferred tax assets (net) are as follows:
(Rs. in millions)
Timing Difference on account of As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Deferred tax assets
Excess of depreciation on fixed
assets provided in accounts over
depreciation under income tax law
5.86 2.61 1.51 0.41 1.08
Provision for employee benefits 4.06 4.24 2.92 2.10 0.89
Impact of preliminary expenses (0.18)

276
Timing Difference on account of As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
allowable for tax purpose in 5
annual installments
Advances Written Off/Prior
Period/Provisions no longer
required written back
- 5.33 (2.36) (3.29) (0.63)
Net Deferred tax assets/(liablities) 9.92 12.18 2.07 (0.78) 1.16



6 Auditor's remuneration
(Rs. in millions)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Statutory audit fees 3.19 1.62 0.45 0.34 0.12
3.19 1.62 0.45 0.34 0.12

7 Earnings per share (EPS)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Restated profit
/(loss) after tax
attributable to
equity
shareholders
A 43.07 164.90 180.91 (76.06) (11.24)
Number of
equity shares at
the beginning of
the year
100,000,000 100,000,000 11,250,000 11,250,000 11,250,000
Equity shares
issued during
the period
- - 88,750,000 - -
Number of
equity shares
outstanding at
the end of the
year
100,000,000 100,000,000 100,000,000 11,250,000 11,250,000
Weighted
average number
of equity shares
outstanding
during the
period
B 100,000,000 100,000,000 42,117,486 11,250,000 11,250,000
Basic and
diluted earnings
per equity share
(Rs)
(A / B) 0.43 1.65 4.30 (6.76) (1.00)
Face value per
equity share
(Rs)
10 10 10 10 10


277
8. Due to micro and small suppliers
Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into
force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and
Medium enterprises. On the basis of the information and records available with the Management, there
are no outstanding dues to the Micro, Small and Medium enterprises as defined in the Micro, Small
and Medium Enterprises Development Act, 2006 as set out in following disclosure.
(Rs. in millions)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Principal amount remaining
unpaid to any supplier as at the
year end
0.06 0.53 - - -
Interest due thereon - - - - -
The amount of interest paid by
the buyer as per the Micro
Small and Medium Enterprises
Development Act, 2006
(MSMED Act, 2006)
- - - - -
The amounts of the payments
made to micro and small
suppliers beyond the appointed
day during each accounting
year
- - - - -
The amount of interest due and
payable for the period of delay
in making payment (which
have been paid but beyond the
appointed day during the year)
but without adding the interest
specified under MSMED Act,
2006.
- - - - -
The amount of interest accrued
and remaining unpaid at the end
of each accounting year.
- - - - -
The amount of further interest
remaining due and payable
even in the succeeding years,
until such date when the
interest dues as above are
actually paid to the small
enterprise for the purpose of
disallowance as a deductible
expenditure under the MSMED
Act, 2006.
- - - - -

9. Employee benefits
The disclosures as required as per the revised Accounting Standard 15 are as under:
I) Defined contribution plan
i) Contribution to Provident Fund
ii) Contribution to Employees State Insurance Corporation

278
iii) Contribution to Maharashtra Labour Welfare Fund
The Company has recognised the following amounts in the Statement of Profit and Loss
(Rs. in millions)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
- Contribution
to Provident
Fund
6.35 10.20 9.53 4.89 1.94
- Contribution
to Employees
State
Insurance
Corporation
4.64 9.66 7.48 3.79 1.85
- Maharashtra
Labour
Welfare Fund
0.08 0.16 0.09 0.04 0.01
Total 11.07 20.02 17.10 8.72 3.80

II) Defined benefit plan
Gratuity
The Company has a defined benefit gratuity plan. Every employee who has completed five
years or more of service gets a gratuity on death or resignation or retirement at 15 days salary
(last drawn salary) for each completed year of service. The company during the year provided
the following amounts towards gratuity in the Statement of Profit and Loss.
(Rs. in millions)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Gratuity 3.09 3.40 3.43 3.60 1.29

In accordance with the Accounting Standard 15 (Revised 2005), actuarial valuation has been
done in respect of defined benefit plan of gratuity based on the following assumptions:
(Rs. in millions)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Discount rate 9.30% 7.95% 8.60% 8.45% 7.75%
Salary
escalation rate
6.00% 5.00% 5.00% 5.00% 5.00%
Expected
average
remaining
lives of the
employees
7.57 7.10 8.96 9.13 7.78

(i) Change in present value of obligation

Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Opening present
value of
12.80 9.44 6.18 2.62 2.16

279
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
obligations
Interest cost 1.01 0.94 0.62 0.22 0.17
Current service
cost
2.36 2.19 1.51 0.44 0.35
Past service cost - - - 0.25 -
Benefits paid (0.74) (0.05) (0.19) (0.04) (0.83)
Liabilities
assumed on
acquisition /
(settled on
divestiture)
(3.21) - 0.02 - -
Actuarial losses (0.28) 0.28 1.30 2.69 0.77
Closing present
value of
obligations
11.93 12.80 9.44 6.18 2.62

(ii) Amount recognised in the Balance Sheet
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Closing present
value of
obligations
11.93 12.80 9.44 6.18 2.62
Closing present
value of plan
assets
- - - -
Closing net
liability
recognised
11.93 12.80 9.44 6.18 2.62

Classification into Current / Non-Current
The liability in respect of the plan comprises of the following non current and current portion:
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Current 2.27 2.43 1.47 0.67 0.48
Non current 9.67 10.37 7.97 5.52 2.14
11.94 12.80 9.44 6.19 2.62

iii) Expenses recognised in the Statement of Profit and Loss
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Current service
cost
2.36 2.19 1.51 0.44 0.35
Interest cost on
benefit obligation
1.01 0.94 0.62 0.22 0.17
Net actuarial
(gain)/ loss
recognised in the
current year
(0.28) 0.28 1.30 2.69 0.77
Past Service cost - - - 0.25 -

280
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Expense
recognised in the
Statement of
Profit and Loss*
3.09 3.41 3.43 3.60 1.29

The Estimates of future salary increases, considered in actuarial valuation, take account of
inflation, seniority, promotion and other relevant factors, such as supply and demand in the
employment market.
The Companys liability on account of gratuity is not funded and hence the disclosures
relating to the planned assets are not applicable.
Experience
adjustments
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Defined
benefit
obligation
11.93 12.80 9.44 6.18 2.62
Plan assets - - - - -
(Deficit) (11.93) (12.80) (9.44) (6.18) (2.62)
Experience
adjustment
on plan
liabilities
0.20 (0.12) 1.45 - 0.96
Experience
adjustment
on plan
assets
- - - - -

10. Expenditure in foreign currency (on accrual basis)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Travelling expenses - 0.13 - - -
Business promotion and
advertisement expenses
- 0.94 3.95 - -
Total - 1.07 3.95 - -

11. Segment reporting
The Company is primarily engaged in the business of toll and octroi collection, which is the primary
business segment of the Company. The Company does not have any separate geographical segment
since all its operations are carried out in India. Hence, there are no separate reportable segments, as
required by 'Accounting Standard 17' on 'Segment reporting' as prescribed by the Companies
(Accounting Standards) Rules, 2006 issued by the Central Government, in consultation with the
National Advisory Committee on Accounting Standards.
12. Domestic transfer pricing
The Indian Finance Bill, 2012 had sought to bring in certain class of domestic transactions in the ambit
of the transfer pricing regulations with effect of 1 April 2012. The Company's management is of the
opinion that its domestic transaction are at arm's length so that appropriate legislation will not have an
impact on financial statements, particularly on the amount of tax expense and that of provision for
taxation. The Company does not have any international transactions during the year.

281
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure V : Restated Standalone Statement of Reserves and Surplus
(Rs. in millions)
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Surplus in the Statement of Profit and Loss,
as restated

At the commencement of the period/year 1,131.98 967.08 786.17 862.23 873.47
Add : Restated profit/ (loss) for the year 43.07 164.90 180.91 (76.06) (11.24)
Total 1,175.05 1,131.98 967.08 786.17 862.23

Notes:
1) The figures disclosed above are based on the restated standalone summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV B & IV C.


282
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure VI- Restated standalone Statement of Non-Current Investments
(Rs. in millions)
Particualrs Numbers of shares/units As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
A Trade
Investments

(Valued at
cost)

In equity
shares of
subsidiary
companies

Unquoted,
fully paid up

MEP
Infrastructure
Private
Limited,
equity shares
of Rs 10 each
8,323,99
8
6,187,50
0
6,187,50
0
6,187,50
0
8,000 104.60 61.88 61.88 61.88 0.08
Raima
Ventures
Private
Limited,
equity shares
of Rs 10 each
11,498,8
50
11,498,8
50
11,498,8
50
11,498,8
50
- 114.99 114.99 114.99 114.99 -
Rideema Toll
Private
Limited,
equity shares
of Rs 100
each
2,488,40
0
1,101,00
0
1,101,00
0
1,101,00
0
- 248.84 110.10 110.10 110.10 -
MEP
Hamirpur
Bus Terminal
Private
Limited,
equity shares
of Rs 10 each
954,800 9,800 9,800 - - 9.55 0.10 0.10 - -
MEP Una
Bus Terminal
Private
Limited,
equity shares
of Rs. 10
each
649,800 9,800 9,800 - - 6.50 0.10 0.10 - -
MEP
Chennai
Bypass Toll
3,999,98
0
9,980 - - - 40.00 0.10 - - -

283
Particualrs Numbers of shares/units As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Road Private
Limited,
equity shares
of Rs 10 each
MEP
Hyderabad
Bangalore
Toll Road
Private
Limited,
equity shares
of Rs 10 each
5,100 5,100 - - - 0.05 0.05 - - -
Raima Toll
Road Private
Limited,
equity shares
of Rs 10 each
6,999,98
0
9,980 - - - 70.00 0.10 - - -
MEP Nagzari
Toll Road
Private
Limited,
equity shares
of Rs 10 each
639,800 9,800 - - - 6.40 0.10 - - -
MEP IRDP
Solapur Toll
Road Private
Limited,
equity shares
of Rs 10 each
819,800 9,800 - - - 8.20 0.10 - - -
Rideema Toll
Bridge
Private
Limited,
equity shares
of Rs 10 each
2,679,80
0
9,800 - - - 26.80 0.10 - - -
MEP
Highway
Solutions
Private
Limited,
equity shares
of Rs 10 each
3,144,80
0
- - - - 31.45 - - - -
MEP RGSL
Toll Bridge
Private
Limited,
equity shares
of Rs 10 each
3,999,80
0
- - - - 40.00 - - - -
707.38 287.72 287.17 286.97 0.08

Enterprises

284
Particualrs Numbers of shares/units As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
over which
significant
influence
exercised by
key
managerial
personnel
Unquoted,
fully paid up

Ideal Energy
Projects
Limited,
equity shares
of Rs 10 each
- 3,000,00
0
- 9,000,00
0
- - 30.00 - 90.00 -
A.J Toll
Private
Limited,
equity shares
of Rs 100
each
3,300 3,300 3,300 3,300 3,300 0.33 0.33 0.33 0.33 0.33

B) Others
(Valued at
cost)

Jankalyan
Sahakari
Bank
Limited,
equity shares
of Rs 10 each
4,000 4,000 4,000 4,000 4,000 0.04 0.04 0.04 0.04 0.04
The Kalyan
Janata
Sahakari
Bank
Limited,
equity shares
of Rs 25 each
20,000 - - - - 0.50 - - - -
Thane Janata
Sahakari
Bank
Limited,
equity shares
of Rs 50 each
9,980 - - - - 0.50 - - - -

Total 708.75 318.09 287.54 377.34 0.45

Notes:
1) The figures disclosed above are based on the restated standalone summary Statements of Assets and
Liabilities of the Company.

285
2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


286
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure VII- Restated Standalone Statement of Current Investments
(Rs. in millions)
Particulars Numbers of units As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Non-trade
investments

(valued at
lower of cost
and fair
value)

Investments
in quoted
mutual funds

Principal
Mutual Fund
Growth Plan
200,000 2.00
Total - - - - 200,000 - - - - 2.00

Notes:
1) The figures disclosed above are based on the restated standalone summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


287
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure VIII- Restated Standalone Statement of Trade Receivables (unsecured, considered good)
(Rs in millions)
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Receivable outstanding for a period
exceeding six months from the date they
became due for payment
- 217.70 30.32 107.01 -
Other receivables 232.17 43.13 3.25 162.08 285.22
Total 232.17 260.83 33.57 269.09 285.22

Trade receivables due from related parties are as below: (Rs in millions)
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
from subsidiary company
- MEP Infrastructure Private Limited - - 3.25 - -
- MEP Hyderabad Banglore Private
Limited
4.78 - - - -
- MEP RGSL Toll Bridge Private Limited 2.26 - - - -

from enterprises over which significant
influence exercised by key managerial
personnel

- Jan Transport - - 30.32 - 285.22
- D.S Enterprises 224.18 260.83 - 129.01 -
- Virendra Builders - - - 140.08 -
Total 231.22 260.83 33.57 269.09 285.22

Notes:
1) The figures disclosed above are based on the restated standalone summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


288
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure IX- Restated Standalone Statement of Long-term Loans and Advances and Other Non-
Current Assets (unsecured, considered good)
A. Long term Loans and Advances
(Rs in millions)
Particulars As at As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Non-current portion Current portion
To related parties
Loans and advances [refer
note A(i)]
100.54 244.06 285.97 4.29 2.77 - 11.68 - 2,563.26 401.97
Advance against acquisition
of equity shares [refer note
A(ii),(iii) and (iv)]
1,106.54 1,469.43 1,191.19 - - - - - - -
Capital advances [refer note
A(i)]
275.00 - - - - - - - - -

To parties other than
related parties

Mobilisation advance - - - 1,212.63 - - - - 30.00 -
Loans to employees - 2.86 3.71 2.08 1.58 3.37 2.78 2.37 0.04 0.05
Advance tax and fringe
benefit tax (net of provision
for tax)
95.57 84.78 86.88 86.93 42.03 - - - - -
Balance due from
government authorities
- 0.06 - - - - - - - -
Capital advances - 1.00 1.52 - - - - - - -
Prepaid expenses 26.62 31.12 35.61 0.09 - 17.96 5.78 5.08 3.96 97.20
Performance Security - 35.00 460.44 306.58 7.71 405.84 649.42 656.11 403.26 1,176.82
Other security deposits 5.60 5.51 5.51 5.14 0.03 0.14 0.14 - - -
Total 1,609.87 1,873.82 2,070.83 1,617.74 54.12 427.31 669.80 663.56 3,000.52 1,676.04

A(i) -Loans and advances to related parties
(Rs in millions)
Particulars As at As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Non-current portion Current portion
To holding company
- Ideal Toll &
Infrastructure Private
Limited
- - 70.66 1.12 1.18 - - - - 7.81
-Capital advance to Ideal
Toll & Infrastructure
Private Limited
275.00 - - - - - - - - -
- - - - - - - - - -
To subsidiary
companies

- MEP Infrastructure - - - - - - - - 451.37 -

289
Particulars As at As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Non-current portion Current portion
Private Limited
- MEP Chennai Bypass
Toll Road Private Limited
50.29 87.88 - - - - - - - -
- Rideema Toll Private
Limited
- 20.00 - - - - - - 867.91 -
- MEP Hamirpur Bus
Terminal Private Limited
0.06 - - - - - - - - -
- MEP Una Bus Terminal
Private Limited
0.19 - - - - - - - - -
- Raima Ventures Private
Limited
- - - - - - 11.68 - 1.25 -
To stepdown subsidiary
- Baramati Tollways
Private Limited
- 82.80 24.08 - - - - - - -
- - - - - - - - - -
To enterprises over
which significant
influence exercised by
key managerial
personnel

- A.J. Tolls Private
Limited
50.00 40.18 77.30 0.37 - - - - 894.31 79.36
- Ideal Energy Projects
Limited
- 1.94 - 2.80 1.59 - - - - -
- IEPL Power Trading
Company Private Limited
- - 15.35 - - - - - 234.06 -
- Rideema Enterprises - 11.26 2.82 - - - - - - -
- Jan Transport - - - - - - - - 28.57 -
- Sudha Production - - 0.76 - - - - - - -
- Anuya Enterprises - - - - - - - - - 213.00
- Maask Entertainment
Private Limited
- - 0.98 - - - - - - -
- - - - - - - - -
Key management
personnel

- A J Mhaiskar (Director) - - 92.80 - - - - - 85.79 101.79
- J D Mhaiskar (Director) - - 1.22 - - - - - - -
Total 375.54 244.06 285.97 4.29 2.77 - 11.68 - 2,563.2
6
401.97

A(ii)- Advance against acquisition of the equity shares
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
To subsidiary companies
MEP Infrastructure Private Limited 1,007.50 554.13 554.13 - -
MEP Chennai Bypass Toll Road Private Limited - 38.85 - - -

290
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
MEP Hamirpur Bus Terminal Private Limited - 9.28 8.47 - -
MEP Hyderabad Bangalore Toll Road Private Limited - 80.44 - - -
MEP IRDP Solapur Toll Road Private Limited - 8.68 - - -
MEP Nagzari Toll Road Private Limited - 6.29 - - -
MEP Una Bus Terminal Private Limited - 6.44 6.04 - -
Raima Toll Road Private Limited - 60.00 - - -
Rideema Toll Bridge Private Limited - 26.74 - - -
MEP Highway Solutions Private Limited 20.00 0.01 - - -

Enterprises over which significant influence
exercised by key management personnel

MEP Toll Gates Private Limited 0.02 0.01 - - -
Ideal Hospitality Private Limited 9.00 11.00 - - -
Ideal Energy Projects Limited 0.05 45.00 - - -
MEP RGSL Toll Bridge Private Limited - 0.01 - - -
Total 1,036.56 846.88 568.64 - -

Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
A(iii) - Advance to Ideal Toll &
Infrastructure Private Limited (holding
company) for acquisition of its equity
holding in MEP Infrastructure Private
Limited (subsidiary company)
58.48 611.05 611.05 - -

A(iv) - Advance to Rideema Toll Private
Limited (subsidiary company) for
acquisition of its equity holding in
Baramati Tollways Private Limited (fellow
subsidiary company)
11.50 11.50 11.50 - -

B. Other Non-current Assets
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Fixed deposits with banks with maturity
period more than twelve months from
reporting date
37.89 46.04 31.72 26.94 -
Interest accrued on fixed deposits 1.07 0.97 4.45 - -
Total 38.96 47.01 36.17 26.94 -

Notes:
1) The figures disclosed above are based on the restated standalone summary Statements of Assets and
Liabilities of the Company.

291
2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


292
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure X- Restated Standalone Statement of Short-term Loans and Advances and Other Current
Assets (unsecured, considered good)
A. Short-term Loans and Advances
(Rs in millions)
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
To related parties
Current portion of long term loans and
advances [refer note A (i) of annexure
IX]
- 11.68 - 2,563.26 401.97
Advance consideration for acquisition
of preference shares [refer note A (ii)
below]
200.00 521.08 1,750.00 - -
Other advances [refer note A (i) below] 950.00 1.34 - 1,277.60 -

To parties other than related parties
Current portion of long term loans and
advances (refer current portion in
Annexure IX)
427.30 658.12 663.56 437.27 1,274.06
Advances to Suppliers 0.17 - - - -
Advances recoverable in cash or kind 76.89 59.56 3,874.16 2,123.26 58.25
Advances for authority payment 1.82 20.49 3.90 - -
Total 1,656.18 1,272.27 6,291.62 6,401.39 1,734.28

A (i) Other advances
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
To subsidiary companies
Raima Toll Road Private Limited 91.02 - - - -
Rideema Toll Private Limited 532.22 - - - -
MEP Hyderabad Bangalore Toll Road
Private Limited
152.67 - - - -
Rideema Toll Bridge Private Limited 99.24 - - - -
MEP IRDP Solapur Toll Road Private
Limited
0.43 - - -
MEP Nagzari Toll Road Private
Limited
16.05 0.91 - - -
MEP Infrastructure Private Limited 56.80 - - - -

To enterprises over which significant
influence is exercised by key
managerial personnel
- - - - -
Jan Transport 1,277.60
Ideal Energy Projects Limited 2.00

293
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010

Total 950.00 1.34 - 1,277.60 -

A (ii) - Advance against acquisition of the preference shares
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
To subsidiary companies
Rideema Toll Private Limited - - 400.00 - -
MEP Hamirpur Bus Terminal Private
Limited
- - 100.00 - -
MEP Una Bus Terminal Private
Limited
- - 150.00 - -
To fellow subsidiary
Baramati Tollways Private Limited - 122.14 200.00 - -
To enterprises over which significant
influence is exercised by key
managerial personnel

A.J. Tolls Private Limited - 98.94 600.00 - -
Ideal Hospitality Private Limited 200.00 300.00 300.00 - -
IEPL Power Trading Company
Limited
- - - - -
Total 200.00 521.08 1,750.00 - -

B. Other current assets
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Interest receivable
- accrued on fixed deposits 4.39 5.84 1.60 0.90 0.90
- accrued on loans to related parties 77.20 3.45 - - -
Total 81.59 9.29 1.60 0.90 0.90

Notes:
1) The figures disclosed above are based on the restated standalone summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


294
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XI - Restated Standalone Statement of Long-Term Borrowings
(Rs. in millions)
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Long-term borrowings
Term loans (secured)
From bank:
Non-current portion 61.00 715.10 1,250.02 - -
Current maturities 773.54 954.65 757.32 327.03 149.99
834.54 1,669.75 2,007.34 327.04 149.99
From financial institutions:
Non-current portion - - - - -
Current maturities - - - 4,500.00 -
- - - 4,500.00 -
Less: Current maturities disclosed under the
head "Other current liabilities"
773.54 954.65 757.32 4,827.03 149.99
Total (A) 61.00 715.10 1,250.02 0.01 -

Vehicle loans (secured)
From bank:
Non-current portion 30.54 1.62 0.15 - -
Current maturities 7.83 0.92 0.07 - -
38.37 2.54 0.22 - -
From financial institutions:
Non-current portion 0.30 5.27 11.33 10.70 -
Current maturities 1.06 7.09 7.08 5.43 -
1.36 12.36 18.41 16.13 -
Less: Current maturities disclosed under the
head "Other current liabilities"
8.89 8.00 7.15 5.43 -
Total (B) 30.84 6.90 11.48 10.70 -

Unsecured loans from related parties
from subsidiaries companies:
Non-current portion 191.73 - - - -
Current maturities 80.00
271.73 - - - -
From financial institutions:
Non-current portion - - - - -
Current maturities - - - - -
- - - - -
Less: Current maturities disclosed under the
head "Other current liabilities"
80.00 - - - -
Total (C) 191.73 - - - -

Total (A)+(B)+(C) 283.57 722.00 1,261.50 10.71 -


295
Notes:
1) The figures disclosed above are based on the restated standalone summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.
3) Term Loans:
A) Term loan includes loan from a bank amounting to Rs 749.54 million which is secured by way of first
charge of hypothecation / assignment / security interest on escrow account of the projects financed and
also, by pledge of 500,000 equity shares and negative lien on 250,000 equity shares from IRB
Infrastructure Developers Private Limited held by the promoters of the Company.
Further, the term loan is also secured by corporate guarantee given by Ideal Toll & Infrastructure
Private Limited, the holding company and personal guarantee given by Mr. J.D. Mhaiskar & Mr. D.P.
Mhaiskar, Directors of the Company. The term loan carries an interest rate calculated on base rate of
the bank plus a spread of 300 basis points. The term loan is repayable in two equal installments of Rs
375.00 million from 1 March 2014. Further interest in the event of default in payment will be charged
at base rate of the bank plus a spread of 300 basis points computed from the due dates and shall
become payable upon the footing of compounding interest with monthly rest.
B) Term loan includes a loan from a bank amounting to Rs 85.00 million which is secured by way of
assignment / hypothecation of receivables to be generated from the Toll collection account of the
projects financed. The term loan carries an interest rate of 13% p.a. The term loan is repayable in 35
unequal monthly installments commencing from the date of first disbursement. Prepayment charges
shall be charged @ 1.00% of the prepaid amount and in case of take out finance, it will be @ 2.00% of
the prepaid amount. Penal Interest shall be charged @ 2.00% p.a. for the installment/interest arrears.
4) Vehicle loans
A) Vehicle loans from banks of Rs 38.37 million carrying interest rates ranging from 9.89% - 12.38% p.a.
The loans are repayable in 36 monthly installments along with interest. The loans are secured by way
of hypothecation of the respective vehicles.
B) Vehicle loans include loan from various financial institutions of Rs 1.36 million carrying an interest
rate ranging from 10.83% - 12.34% p.a. The loans are repayable in 35 monthly installments along with
interest. The loans are secured by way of hypothecation of the respective vehicles.
5) Unsecured loans from related parties
A) Unsecured loan from Raima Ventures Private Limited a subsidiary, of Rs 46.13 million was taken on
31 October 2013 and is repayable in three equal installments at the end of the 8th, 9th and 10th years
from the date of disbursement. The loan carries an interest rate of 12.5% p.a.
B) Unsecured loan from MEP RGSL Toll Bridge Private Limited a subsidiary, of Rs 224.48 million was
taken on 24 March 2014 and is repayable in three equal installments at the end of the 8th, 9th and 10th
years from the date of disbursement. The loan carries an interest rate of 9.5% p.a.
C) Interest free unsecured loan from MEP IRDP Solapur Toll Road Private Limited, a subsidiary, of Rs
1.13 million was taken on 2 June 2013 and is repayable in three equal installments at the end of the
8th, 9th and 10th years from the date of disbursement.


296
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XII- Restated Standalone Statement of Long-term Provisions
(Rs in millions)
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Gratuity payable (refer annxure IVC) 9.67 10.37 7.97 5.52 2.14
Total 9.67 10.37 7.97 5.52 2.14

Notes:
1) The figures disclosed above are based on the restated standalone summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


297
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XIII- Restated Standalone Statement of Short-term Borrowings, Trade Payables, Other
Current Liabilities and Short-term Provisions
A. Short Term Borrowings
(Rs. in millions)
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Working capital loans (secured)
from banks - 109.75 59.80 135.61 1,107.25
from financial institutions - - 100.00 120.03 -

Short term loan
- from banks 23.68 - - - -

Loans repayable on demand (Secured)
- from bank 999.46 - - - -

Unsecured loans (refer table A below) 40.65 23.20 1,861.33 184.77 24.42
Total 1,063.79 132.95 2,021.13 440.41 1,131.67

A Unsecured loans due to related parties
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Ideal Toll & Infrastructure Private
Limited (holding company)
40.65 21.90 - 92.30 24.42
From subsidiaries
MEP Infrastructure Private Limited - - 1,835.53 15.23 -
Raima Ventures Private Limited - - - 11.93 -
From enterprises over which
significant influence is exercised by
key managerial personnel

Anuya Enterprises - - 19.79 34.79 -
Jan Transport - - 6.01 30.52 -
Key management person
Jayant Mhaiskar - 1.30 - - -
Total 40.65 23.20 1,861.33 184.77 24.42
Notes:
1. The figures disclosed above are based on the Restated standalone Statement of Assets and
Liabilities of the Company.
2. The above statement should be read with the notes to restated standalone summary Statements of
Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV
C.
3. Term Loans from bank amounting to Rs 23.68 million is secured as below :

298
(a) assignment / hypothecation of receivables to be generated from the Toll collection account of
the projects financed;
(b) Personnel Guarantee given by Mr. J.D. Mhaiskar & Mr. D.P. Mhaiskar, directors of the
Company;
(c) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (Holding
Company);
The term loan carries an interest rate of 2.35% p.a. below the Bank's Prime Lending Rate
subject to minimum of 13% p.a.
The loan is repayable in 12 equal monthly installments from the date of first drawdown.
Penal interest shall be charged @ 2.00 p.a. on non-compliance of terms and prepayment
charges @ 2.00% shall be charged on the outstanding dues in case of takeover by any
financial institution/bank.
4 Loans repayable on demand include an overdraft facility from a bank amounting to Rs 500.00
million which is secured as below:
(a) First charge / hypothecation / assignment of security interest on Escrow account;
(b) Personnel Guarantee given by Mr. J.D. Mhaiskar & Mr. D.P. Mhaiskar, directors of the
Company;
(c) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (Holding
Company);
Loan carries an interest rate calculated on the base rate of the bank plus a spread of 3% p.a.
5. Loans repayable on demand include an overdraft facility from a bank amounting to Rs 499.46
million which is secured as below:
(a) First charge / hypothecation / assignment of security interest on Escrow account;
(b) First charge by way of hypothecation of all the movable assets, present and future, of the
projects financed.
(c) First charge on receivable of the projects financed.
(d) Personnel Guarantee given by Mr. J.D. Mhaiskar, director of the Company;
(e) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (Holding
Company);
Loan carries an interest rate calculated on the base rate of the bank plus a spread of 2.25% p.a.
Penal interest @ 2.00% shall be charged on the overdue amounts.
6. Interest free unsecured loan from Ideal Toll & Infrastructure Private Limited (Holding Company)
of Rs 40.65 million is repayable on demand.
B Trade payables
(Rs. in millions)
Particulars As at

299
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Trade payables towards
goods purchased and
services received

- dues of micro enterprises
and small enterprises (refer
Annexure IV, note 8 )
0.06 0.53 - - -
- other creditors 298.99 170.39 162.14 59.49 8.40
Total 299.05 170.92 162.14 59.49 8.40

C Other current liabilities
Particulars As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Current maturities of long-term
borrowings
862.43 962.65 764.48 4,832.46 149.99
Interest accrued but not due on borrowings 2.91 8.89 0.18 45.96 13.05
Employee benefits expense payable 21.08 26.28 19.50 9.87 2.38
Interest accrued and due 19.68 - - 3.67 -
Statutory dues payable
- Tax deducted at source 2.27 5.25 28.33 32.47 0.57
- Provident fund 0.86 1.45 0.73 1.22 0.36
- ESIC 0.44 0.73 0.22 0.65 0.21
- VAT 0.98 0.09 0.68 - -
- Profession Tax 0.17 0.35 0.32 0.16 0.07
- Tax collected at source - - - - -
- Service tax 0.10 - - - -
Other liabilities 17.57 24.09 3,038.48 2,758.20 14.02
Total 928.49 1,029.78 3,852.92 7,684.66 180.65

D Short term provisions
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Gratuity payable 2.27 2.43 1.47 0.67 0.48
Wealth tax payable 0.28 0.27 0.30 0.42 0.31
Total 2.55 2.70 1.77 1.09 0.79

Notes:
1) The figures disclosed above are based on the Restated standalone Statement of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated standalone summary Statements of
Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV
C.


300
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XIV- Restated Standalone Statement of Income and Expenses
A Revenue from Operations
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010

Toll and Octroi Collection 4,842.29 8,921.43 7,017.01 3,295.68 3,283.13

Other operating revenue
- Road repair and maintenance 24.41 195.40 214.36 156.50 -

Total 4,866.70 9,116.83 7,231.37 3,452.18 3,283.13

B Operating and maintenance expenses
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010

Concession fees to authority 4,198.05 7,714.60 6,149.70 3,027.27 3,100.79
Road repairing and maintenance expenses 22.24 90.61 68.79 54.94 13.79
Maintenance cost paid to authority 2.55 - - - -
Toll, Octroi and site attendant expenses 41.28 90.75 134.01 37.76 8.31
Site Expenses - - - 14.13 3.66
Other operational expenses 51.81 88.71 77.41 2.53 0.09
Total 4,315.93 7,984.67 6,429.91 3,136.63 3,126.64

C Employee Benefits
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010

Salaries, wages and bonus 139.60 331.25 247.35 107.90 50.21
Contribution to provident and other funds 11.07 20.02 17.10 8.72 3.80
Gratuity expenses 3.09 3.40 3.43 3.60 1.29
Staff welfare expenses 24.77 46.32 36.83 12.37 4.25

Total 178.53 400.99 304.71 132.59 59.55


301
D Finance costs
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010

Interest expenses
- from banks 243.00 245.21 110.91 25.89 30.12
- from financial institutions 2.42 4.97 361.06 97.86 12.34
- from others 3.23 - - - -

Other borrowing cost
-Loan foreclosure charge 1.44 - - - 2.01
-Bank guarantee and commission 11.12 18.06 21.46 12.14 2.41
-Processing fees 6.70 12.62 45.89 49.59 6.50

Total 267.91 280.86 539.32 185.48 53.38

D Other expenses
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010

Rates and taxes 1.97 5.89 1.89 3.54 4.07
Director Remunaration 24.00 7.50 - - -
Insurance 2.28 1.66 0.06 0.50 4.12
Legal consultancy and professional fees 18.19 25.22 45.33 9.44 10.62
Travelling expenses 31.33 63.10 50.37 18.62 5.00
Business promotion and advertisement expenses 4.43 24.98 20.03 3.63 3.39
Repairs & Maintenance
- Machinery 5.03 6.65 - - -
- Computers 2.08 6.43 6.06 2.68 0.52
- Others 3.46 3.37 5.09 4.46 3.73
Auditors remuneration 3.19 1.62 0.45 0.34 0.12
Miscellaneous Expenses 31.14 46.31 35.29 35.16 10.54

Total 127.11 192.73 164.57 78.37 42.11

Notes:
1) The figures disclosed above are based on the restated standalone summary Statement of Profit and
Losses.
2) The above statement should be read with the notes to restated standalone summary Statements of
Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV
C.


302
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XV- Restated Standalone Statement of Other Income
(Rs in millions)
Particulars For the years ended
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Recurring
/non-
recurring
Related/Not
related to
business
activity
Interest income
- from fixed deposits 13.01 9.70 9.85 8.04 8.14 Recurring Related
- from loans to related parties 91.21 3.45 231.31 88.65 - Non-
Recurring
Not related
- from loans to parties other
than related parties
0.04 0.10 275.58 - - Non-
Recurring
Not related
- from refund of income tax 10.05 - - - - Non-
Recurring
Not related
Dividend income 0.02 - - 0.68 - Non-
Recurring
Not related
Profit on sale of mutual funds - - 0.28 - - Non-
Recurring
Not related
Provisions no longer required
written back
1.64 - - - - Non-
Recurring
Not related
Miscellaneous income 0.57 1.93 0.14 - 0.02 Non-
Recurring
Not related
Total 116.54 15.18 517.16 97.37 8.16

Notes:
1) The figures disclosed above are based on the restated standalone summary Statement of Profit and Losses.
2) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


303
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XVI : Restated Standalone Statement of Contingent Liabilities
(Rs in millions)
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Interest on late payments to
Maharashtra State Road Development
Corporation Limited
6.80 6.80 6.80 6.80 -
Claims made against the Company not
acknowledged as debts by the
Company
817.12 - - - -
Bank guarantees 1,649.43 2,006.36 1,171.95 784.89 130.31
Corporate guarantees given 35,050.30 31,392.91 30,551.41 1,842.31 231.60
Total 37,523.65 33,406.07 31,730.16 2,634.00 361.91

Note :
The above statement should be read with the notes to restated standalone summary Statements of Assets and
Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


304
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XVII- Restated Standalone Statement of Accounting Ratios
(Rs in millions)
Particulars For the years ended
31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010
Restated net
profit /(loss)
after tax
attributable to
equity share
holders
43.07 164.90 180.91 (76.06) (11.24)
Weighted
number of equity
shares
outstanding
during the
period/year
100,000,000 100,000,000 42,117,486 11,250,000 11,250,000
Basic and diluted
earnings per
share (EPS) (Rs.)
0.43 1.65 4.30 (6.76) (1.00)
Networth 2,175.05 2,131.98 1,967.08 898.67 974.73
Return on net
worth (refer note
2(b ) below) (%)
1.98% 7.73% 9.20% (8.46%) (1.15%)
Net asset value
per equity share
(refer note 2(c)
below)
21.75 21.32 19.67 79.88 86.64
Net tangible
assets (refer note
2(d) below)
2,175.06 2,131.98 1,967.06 898.67 974.73
Monetary assets
(refer note 2(e)
below)
313.85 337.47 486.53 394.62 203.25
Pre tax
operating profits
(refer note 2(f)
below)
218.88 520.75 318.95 99.53 50.15
EBITDA (refer
note 2(g) below)
361.67 553.63 849.34 201.97 62.99

Notes:
1) The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.
2) The ratios have been computed as below:
a) Basic earnings per share (Rs) = Restated net profit /(loss) after tax attributable to equity shareholders /
Weighted number of equity shares outstanding during the year
b) Return on net worth (%) = Restated net profit / (loss) after tax attributable to equity shareholders / Net

305
worth x 100.
c) Restated net asset value per equity share (Rs) = Net worth at at the end of the year / Total number of
equity shares outstanding at the end of the year
d) Restated net tangible assets (Rs) = Current assets + Non-current assets - Current Liabilities - Non-
current liabilities
e) Restated monetary assets (Rs) = Cash and bank balances + Fixed deposits with banks with maturity
period more than twelve months from reporting date
f) Restated Pre-tax operating profits (Rs) = Restated (loss) / profit before tax - Other Income + Finance
costs
g) Restated EBITDA (Rs) = Restated (loss) / profit before tax + Finance costs + Depreciation,
amortisation and impairment
3) The Company does not have any revaluation reserves or extra-ordinary items.
4) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of
the year adjusted by the number of equity shares issued during the year multiplied by the time weighting
factor. The time weighting factor is the number of days for which the specific shares are outstanding as a
proportion of total number of days during the year.
5) Net worth for ratios mentioned in note 1(b) and 1(c) is = Equity share capital + Reserves and surplus
(including surplus in Statement of Profit and Loss)
6) Earnings per share calculations are in accordance with Accounting Standard 20 - Earnings per share,
notified under the Companies (Accounting Standards) Rules 2006, as amended.
7) The figures disclosed above are based on the standalone restated summary Statements of the Company.


306
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XVIII- Capitalisation Statement
Particulars Pre IPO as at 31
March 2014

Debt
Short term debt (A) ( refer annexure XIII) 1,063.79
Long term debt (B) (including current maturities of long-term debt (refer annexure
XI)
1,146.00
Total debt (A+B) 2,209.79

Shareholder's funds
Share capital 1,000.00
Net surplus in the Statement of Profit or Loss 1,175.05
Total Shareholder's funds (C) 2,175.05

Long term debt/equity (B/C) 1.02

Notes
1) The above has been computed on the basis of the restated standalone summary statements of assets and
liabilities of the Company.
2) The Company is proposing to have an initial public offering through offer for sale. Hence, there will be no
change in the shareholder's funds post issue.


307
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XIX -Restated Standalone Tax Shelter Statement
(Rs in millions)
Particulars For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
A Restated profit before tax 67.51 255.06 296.79 11.42 4.93
B Normal tax rate 32.45% 32.45% 32.45% 33.99% 33.99%
Minimum alternative tax rate 20.01% 19.06% 20.01% 15.45% 15.45%
C Tax thereon at the above rate - normal
tax rate
21.90 82.75 96.29 3.88 1.68

D Permanent differences
Expenses disallowed under Income
Tax Act
11.38 7.42 1.35 0.63 0.37
Additions as per Settlement
Commission order
- - 80.07 233.60 45.84
Deduction under section 80IA - - (27.65) (5.64) (4.04)
Other Disallowance 0.01 12.74 7.08 18.33 (0.61)
Total (D) 11.39 20.16 60.86 246.93 41.56
E Timing differences
Difference in book depreciation and
depreciation under Income Tax Act
(0.05) 3.99 2.29 (1.85) 0.67
Expenses allowable on payment basis 5.19 7.21 3.26 3.02 (0.09)
Others (15.68) 22.6 2.7 (7.8) (1.9)
Total (E) (10.54) 33.83 8.30 (6.66) (1.28)
F Net adjustments (D+E) 0.85 53.99 69.16 240.27 40.28
G Tax expense thereon 0.28 17.52 22.44 81.67 13.69
Tax Payable as per MAT - - - - 0.57
H Total tax on profits (C+G) 22.18 100.27 118.73 85.55 15.93
I Interest on tax expenses - - - -

Total current tax on profits 22.18 100.27 118.73 85.55 15.93

Notes:
1. The aforesaid Tax Shelters Statement has been prepared as per the restated standalone summary Statements
of Profits and Losses of the Company.
2. The above statement should be read with the notes to restated standalone summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


308
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XX : Restated Standalone Statement of Related Party Transactions
List of related parties and transactions as per requirements of Accounting Standard - 18, 'Related Party
Disclosures'
A. List of related parties and their relationship
Particulars 31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010
Holding
Company
Ideal Toll &
Infrastructure
Private Limited
Ideal Toll &
Infrastructure
Private Limited
Ideal Toll &
Infrastructure
Private Limited
Ideal Toll &
Infrastructure
Private Limited
Ideal Toll &
Infrastructure
Private Limited
Subsidiaries
MEP
Infrastructure
Private Limited
MEP
Infrastructure
Private Limited
MEP
Infrastructure
Private Limited
MEP
Infrastructure
Private Limited
MEP
Infrastructure
Private Limited
Raima Ventures
Private Limited
Raima Ventures
Private Limited
Raima Ventures
Private Limited
Raima Ventures
Private Limited

Rideema Toll
Private Limited
Rideema Toll
Private Limited
Rideema Toll
Private Limited
Rideema Toll
Private Limited

MEP Una Bus
Terminal Private
Limited
MEP Una Bus
Terminal Private
Limited
MEP Una Bus
Terminal Private
Limited

MEP Hamirpur
Bus Terminal
Private Limited
MEP Hamirpur
Bus Terminal
Private Limited
MEP Hamirpur
Bus Terminal
Private Limited

MEP Nagzari
Toll Road
Private Limited
MEP Nagzari
Toll Road
Private Limited

MEP IRDP
Solapur Toll
Road Private
Limited
MEP IRDP
Solapur Toll
Road Private
Limited

Rideema Toll
Bridge Private
Limited
Rideema Toll
Bridge Private
Limited

Raima Toll
Road Private
Limited
Raima Toll
Road Private
Limited

MEP Hyderabad
Bangalore Toll
Road Private
Limited
MEP Hyderabad
Bangalore Toll
Road Private
Limited

MEP Chennai
Bypass Toll
Road Private
Limited
MEP Chennai
Bypass Toll
Road Private
Limited

MEP RGSL
Toll Bridge
Private Limited
(earstwhile
known as MEP
Projects Private
MEP RGSL
Toll Bridge
Private Limited
(earstwhile
known as MEP
Projects Private


309
Particulars 31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010
Limited)
(earstwhile
known as MEP
Projects Private
Limited)
Limited)
(earstwhile
known as MEP
Projects Private
Limited)
MEP Highway
Solutions
Private Limited

Stepdown
subsidiary
Baramati
Tollways
Private Limited
Baramati
Tollways
Private Limited
Baramati
Tollways
Private Limited
Baramati
Tollways
Private Limited


Key
Managerial
Personnel
Mr.
Jayant.Mhaiskar
Mr.
Jayant.Mhaiskar
Mr.
Jayant.Mhaiskar
Mr.
Jayant.Mhaiskar
Mr.
Jayant.Mhaiskar
Mrs. Anuya
Mhaiskar
Mrs. Anuya
Mhaiskar
Mrs. Anuya
Mhaiskar
Mrs. Anuya
Mhaiskar
Mrs. Anuya
Mhaiskar
Mr. Dattatray
Mhaiskar
Mr. Dattatray
Mhaiskar
Mr. Dattatray
Mhaiskar
Mr. Dattatray
Mhaiskar
Mr. Dattatray
Mhaiskar
Mrs. Sudha
Mhaiskar
Mrs. Sudha
Mhaiskar
Mrs. Sudha
Mhaiskar
Mrs. Sudha
Mhaiskar
Mrs. Sudha
Mhaiskar
Mr. Murzash
Manekshana
Mr. Murzash
Manekshana


Enterprises
over which
significant
influence is
exercised by
key
managerial
personnel
Ideal Infoware
Private Limited
Ideal Infoware
Private Limited
Ideal Infoware
Private Limited

Ideal Infoware
Private Limited

Ideal Infoware
Private Limited

A J Tolls Private
Limited
A J Tolls Private
Limited
A.J.Tolls Private
Limited
A.J.Tolls Private
Limited
A.J.Tolls Private
Limited
Anuya
Enterprises
Anuya
Enterprises
Anuya
Enterprises
Anuya
Enterprises
Anuya
Enterprises
Rideema
Enterprises
Rideema
Enterprises
Rideema
Enterprises.
Rideema
Enterprises.
Rideema
Enterprises.
D.S.Enterprises D.S.Enterprises D.S.Enterprises D.S.Enterprises D.S.Enterprises
Ideal Energy
Projects
Limited.
Ideal Energy
Projects
Limited.
Ideal Energy
Projects
Limited.
Ideal Energy
Projects
Limited.
Ideal Energy
Projects
Limited.
Ideal Hospitality
Private Limited
Ideal Hospitality
Private Limited
Ideal Hospitality
Private Limited
Ideal Hospitality
Private Limited
Ideal Hospitality
Private Limited
Jan Transport Jan Transport Jan Transport Jan Transport Jan Transport
Virendra
Builders
Virendra
Builders
Virendra
Builders
Virendra
Builders
Virendra
Builders
MMK Toll
Road Private
Limited
MMK Toll
Road Private
Limited
MMK Toll
Road Private
Limited
MMK Toll
Road Private
Limited
MMK Toll
Road Private
Limited
NKT Road &
Toll Private
Limited
NKT Road &
Toll Private
Limited
NKT Road &
Toll Private
Limited
NKT Road &
Toll Private
Limited
NKT Road &
Toll Private
Limited
Thane Thane Thane Thane Thane

310
Particulars 31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010
GhodBunder
Toll Road
Private Limited
GhodBunder
Toll Road
Private Limited
GhodBunder
Toll Road
Private Limited
GhodBunder
Toll Road
Private Limited
GhodBunder
Toll Road
Private Limited
Sudha
Productions
Sudha
Productions
Sudha
Productions
Sudha
Productions
Sudha
Productions
Global Safety
Visions Private
Limited
Global Safety
Visions Private
Limited
Global Safety
Visions Private
Limited
Global Safety
Visions Private
Limited
Global Safety
Visions Private
Limited
IDAA
Infrastructure
Private Limited
IDAA
Infrastructure
Private Limited
IDAA
Infrastructure
Private Limited
IDAA
Infrastructure
Private Limited
IDAA
Infrastructure
Private Limited
Ideal Road
Builders Private
Limited.
Ideal Road
Builders Private
Limited.
Ideal Road
Builders Private
Limited.
Ideal Road
Builders Private
Limited.
Ideal Road
Builders Private
Limited.
IRB
Infrastructure
Private Limited
IRB
Infrastructure
Private Limited
IRB
Infrastructure
Private Limited
IRB
Infrastructure
Private Limited
IRB
Infrastructure
Private Limited
VCR Toll
Services Private
Limited
VCR Toll
Services Private
Limited
VCR Toll
Services Private
Limited
VCR Toll
Services Private
Limited
VCR Toll
Services Private
Limited
Ideal Brands
Private Limited
Ideal Brands
Private Limited
Ideal Brands
Private Limited
Ideal Brands
Private Limited
Ideal Brands
Private Limited
IRB
Infrastructure
Developers
Limited
IRB
Infrastructure
Developers
Limited
IRB
Infrastructure
Developers
Limited
IRB
Infrastructure
Developers
Limited
IRB
Infrastructure
Developers
Limited
Mhaiskar
Infrastructure
Private Limited.
Mhaiskar
Infrastructure
Private Limited.
Mhaiskar
Infrastructure
Private Limited.
Mhaiskar
Infrastructure
Private Limited.
Mhaiskar
Infrastructure
Private Limited.
Raima
Manpower &
Consultancy
Services Private
Limited
Jhingo Capital
Management
Private Limited
Modern Road
Makers Private
Limited
Modern Road
Makers Private
Limited
Modern Road
Makers Private
Limited
MEP Toll Gates
Private Limited
Raima
Manpower &
Consultancy
Services Private
Limited
IRB Kolhapur
Integrated Road
Development
Company
Private Limited
IRB Kolhapur
Integrated Road
Development
Company
Private Limited
IRB Kolhapur
Integrated Road
Development
Company
Private Limited
Maask
Entertainment
Private Limited
Rideema
Enterprises
Raima
Manpower &
Consultancy
Services Private
Limited
IRB Surat
Dahisar Tollway
Private Limited
Rideema Toll
Private Limited
IEPL Power
Trading
Company
Private Limited
MEP Toll Gates
Private Limited
IRB Surat
Dahisar Tollway
Private Limited
ATR
Infrastructure
Private Limited
IRB Surat
Dahisar Tollway
Private Limited
Altamount
Capital
Management
Private Limited
Maask
Entertainment
Private Limited
ATR
Infrastructure
Private Limited
Aryan Toll
Road Private
Limited
ATR
Infrastructure
Private Limited
Chitpavan
Foundation
Boogie Ventures
Private Limited
Aryan Toll
Road Private
Aryan
Hospitality
Aryan Toll
Road Private

311
Particulars 31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010
Limited Private Limited Limited
Chitpavan
Foundation
Aryan
Hospitality
Private Limited
Aryan
Instructure
Private Limited
Aryan
Hospitality
Private Limited
IEPL Power
Trading
Company
Private Limited
Aryan
Instructure
Private Limited
Aryan
Instructure
Private Limited
Altamount
Capital
Management
Private Limited
Raima Ventures
Private Limited



312
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XX : Restated standalone Statement of Related Party Transactions
Details of Transactions with Related Parties
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Income from Toll collection
Jan Transport - - - - 1,758.50
Virendra Builders - - - 178.65 -
D.S Enterprise 411.51 260.83 - 165.40 -

Road repairing charges
received

MEP Infrastructure Private
Limited
24.41 197.17 216.40 156.50 -

Expenses incurred on our
behalf

Ideal Toll & Infrastructure
Private Limited
- - - - 0.29
Jan Transport - 2.17 2.34 10.00 0.01
Rideema Enterprise - - - - 0.01
Raima Toll Road Private Limited 10.47 - - - -
MEP Highway Solutions Private
Limited
2.60 - - - -
Raima Manpower &
Consultancy Services Private
Limited
- 0.23 0.50 - -
IRB Infrastructure Developers
Limited
- - 0.02 - 0.21

Reimbursement made
Ideal Toll & Infrastructure
Private Limited
- - - - 0.80
Rideema Enterprise - - - - 1.03
IRB Infrastructure Developers
Limited
- - - 0.04 0.13
A.J.Tolls Private Limited - - - 1.12 -

Expenses incurred on behalf of
(reimbursement)

Ideal Toll & Infrastructure
Private Limited
38.49 0.01 0.38 - 0.06
Ideal Energy Projects Limited 0.69 1.94 0.83 2.21 1.52
IRB Infrastructure Developers
Limited
- - - 0.02 -
Baramati Tollways Private
Limited
10.38 - - - -
A.J.Tolls Private Limited 0.02 0.01 3.01 1.49 -
Jan Transport - - 0.05 - -

313
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
MEP Infrastructure Private
Limited
27.56 0.75 0.01 - -
Rideema Toll Bridge Private
Limited
6.25 - - - -
Rideema Toll Private Limited 0.01 - - - -
Raima Ventures Private Limited 2.85 0.02 - 1.25 -
MEP Hyderabad Bangalore Toll
Road Private Limited
8.19 - - - -
Maask Entertainment Private
Limited.
- 0.01 0.98 - -
MEP Chennai Bypass Toll Road
Private Limited
11.84 1.15 - - -
MEP IRDP Solapur Toll Road
Private Limited
12.14 0.01 - - -
Raima Toll Road Private Limited 0.01 - - - -
MEP Nagzari Toll Road Private
Limited
7.58 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
2.68 - - - -
MEP Una Bus Terminal Private
Limited
0.01 - - - -
VCR Toll Services Private
Limited
1.50 - - - -
Mr. D.P.Mhaiskar - 0.01 - - -

Reimbursement Received
Raima Ventures Private Limited - - 0.37 - -
Ideal Toll & Infrastructure
Private Limited
- - - 0.06 0.31

Loans given
Ideal Toll & Infrastructure
Private Limited
- 38.02 70.29 - 202.82
Anuya Enterprise - - - - 213.00
Jan Transport 25.09 - - 1,287.60 26.57
A.J.Tolls Private Limited 2.84 60.63 829.50 989.64 81.75
Rideema Toll Private Limited 617.11 20.00 2.81 907.77 -
IEPL Power Trading Company
Limited
- 40.58 1,404.59 314.76 -
Raima Ventures Private Limited - - - 3.84 -
MEP Infrastructure Private
Limited
109.10 - - 451.85 -
MEP Chennai Bypass Toll Road
Private Limited
54.21 86.73 - - -
Baramati Tollways Private
Limited
42.14 58.72 24.08 - -
Rideema Enterprise - 10.59 2.83 - -
Rideema Toll Bridge Private
Limited
721.25 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
217.67 - - - -

314
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Raima Toll Road Private Limited 160.31 - - - -
MEP Highway Solutions Private
Limited
35.61 - - - -
MEP Nagzari Toll Road Private
Limited
16.20 - - - -
MEP Solapur IRDP Toll Road
Private Limited
3.30 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
9.50 - - - -
MEP Hamirpur Bus Terminal
Private Limited
0.06 - - - -
MEP Una Bus Terminal Private
Limited
0.19 - - - -
Sudha Production - - 0.76 - -
Mrs. A.J.Mhaiskar - - 7.00 5.96 0.96
Mr. D.P.Mhaiskar - - 21.12 - -

Advances given
Ideal Toll & Infrastructure
Private Limited
275.00 - - - -
A J Tolls Private Limited 50.00 - - - -


Repayments of loans given
Ideal Toll & Infrastructure
Private Limited
- 108.68 - 7.81 201.65
Jan Transport 25.09 - 1,277.60 10.00 111.14
Rideema Toll Private Limited 104.89 - 989.25 39.85 37.98
A.J.Tolls Private Limited 45.83 97.48 1,646.88 174.69 98.61
IEPL Power Trading Company
Limited
- 55.93 1,623.30 80.71 -
Raima Ventures Private Limited - - - 3.84 -
Rideema Toll Bridge Private
Limited
622.01 - - - -
Rideema Enterprise 11.91 1.50 - - -
MEP Chennai Bypass Toll Road
Private Limited
91.71 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
65.24 - - - -
Raima Toll Road Private Limited 69.29 - - - -
Baramati Tollways Private
Limited
124.94 - - - -
MEP Infrastructure Private
Limited
52.30 - - 0.48 -
MEP Highway Solutions Private
Limited
35.61 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
9.50 - - - -
MEP Solapur IRDP Toll Road
Private Limited
3.74 - - - -

315
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
MEP Nagzari Toll Road Private
Limited
0.14 - - - -
Ideal Energy Projects Limited 0.63 - - - -
Anuya Enterprise - - - 213.00 -
Sudha Productions - 0.76 - - -
Mrs. A.J.Mhaiskar - 92.79 - 21.96 426.57
Mr. D.P.Mhaiskar - - 21.12 - -


Loans taken
Ideal Toll & Infrastructure
Private Limited
1,255.95 120.40 167.69 1,635.83 267.78
Ideal Infoware Private Limited - - - - 3.60
MEP Solapur IRDP Toll Road
Private Limited
5.49 - - - -
IEPL Power Trading Company
Private Limited
30.94 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
95.34 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
225.54 - - - -
Jan Transport - 12.78 - 30.52 11.93
Mr. D.P.Mhaiskar - - - - 26.00
Mr. J.D.Mhaiskar 625.09 149.00 2.50 - 15.50
Mrs. Anuya Mhaiskar 0.57 - - - -
Anuya Enterprise - - - 80.79 -
MEP Infrastructure Private
Limited
397.09 28.09 2,052.76 - -
Raima Ventures Private Limited 62.00 - - 11.93 -
Ideal Energy Projects Limited - - - - 36.00

Loans repaid during the year
Ideal Toll & Infrastructure
Private Limited
1,237.20 98.50 259.98 1,567.95 243.36
Anuya Enterprise - 19.79 15.00 46.00 1.65
Ideal Infoware Private Limited - - - - 5.59
Ideal Energy Projects Limited - - - - 36.00
Jan Transport - 18.79 24.51 - 11.93
Rideema Enterprise - - - - 3.78
MEP Solapur IRDP Toll Road
Private Limited
4.36 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
95.34 - - - -
IEPL Power Trading Company
Private Limited
30.94 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
1.06 - - - -
Mr. D.P.Mhaiskar - - - - 26.00
Mrs. Anuya Mhaiskar 0.57
Mr. J.D.Mhaiskar 626.39 151.51 1.28 - 29.44

316
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Raima Ventures Private Limited 15.86 - - - -
MEP Infrastructure Private
Limited
397.09 1,863.62 232.46 1.28 -

Advances received for
purchase of shares

Jan Transport - - 110.10 - -

Equity contribution made
Purchase of shares of MEP
Infrastructure Private Limited
42.73 - - 61.88 -
Purchase of shares of MEP
Hamripur Bus Terminal Private
Limited
9.45 - 0.10 - -
Purchase of shares of MEP Una
Bus Terminal Private Limited
6.40 - 0.10 - -
Purchase of shares of Ideal
Energy Projects Limited
- 30.00 468.76 90.00 -
Purchase of shares of MEP
Chennai Bypass Toll Road
Private Limited
39.90 0.10 - - -
Purchase of shares of MEP
Hyderabad Banglore Toll Road
Private Limited
- 0.05 - - -
Purchase of shares of MEP
Nagzari Toll Road Private
Limited
6.30 0.10 - - -
Purchase of shares of MEP IRDP
Solapur Toll Road Private
Limited
8.10 0.10 - - -
Purchase of shares of Rideema
Toll Bridge Private Limited
26.70 0.10 - - -
Purchase of shares of Raima Toll
Road Private Limited
69.90 0.10 - - -
Purchase of shares of Rideema
Toll Private Limited
138.74 - - - -
Purchase of shares of MEP
Highway Solutions Private
Limited
31.45 - - - -
Purchase of shares of MEP
RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
40.00 - - - -
Purchase of Shares of Raima
Manpower & Consultancy
Services Private Limited
- - 0.10 - -

Investment in shares of Raima
Ventures Private Limited from

Mrs. A.J.Mhaiskar - - - 0.03 -
Mr. J.D.Mhaiskar - - - 0.00 -
Ideal Toll & Infrastructure
Private Limited
- - - 0.07 -

317
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Raima Ventures Private Limited - - - 114.89 -

Investment of shares of
Rideema Toll Private Limited
from

Rideema Toll Private Limited - - - 110.10 -

Equity contribution sold
Jan Transport - - 558.76 - -
Mr. J D Mhaiskar - - 0.05 - -
Mrs. A.J.Mhaiskar - - 0.05 - -

Interest on loans given
Baramati Tollways Private
Limited
12.88 - - - -
Rideema Toll Bridge Private
Limited
20.62 - - - -
Rideema Toll Private Limited 21.88 - 118.54 18.74 -
MEP Infrastructure Private
Limited
0.46 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
13.86 - - - -
MEP Chennai Bypass Toll Road
Private Limited
9.78 - - - -
MEP Nagzari Toll Road Private
Limited
0.28 - - - -
Raima Toll Road Private Limited 10.79 - - - -
A J Tolls Private Limited - 2.79 112.77 19.38 -
Rideema Enterprises 0.66 0.65 - - -
IEPL Power Trading Company
Private Limited
- - - 7.06 -

Interest on loans taken
Raima Ventures Private Limited 2.92 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
0.31 - - - -

Share application money paid
as investments

MEP Infrastructure Private
Limited
453.38 - 102.75 - -
Rideema Toll Private Limited 40.58 - - - -
Ideal Toll & Infrastructure
Private Limited
- - 611.05 - -
Raima Manpower &
Consultancy Services Private
Limited
- - 0.10 - -
Baramati Tollways Private
Limited
- - 200.00 - -
MEP Hamirpur Bus Terminal
Private Limited
0.17 0.81 108.57 - -

318
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
MEP Una Bus Terminal Private
Limited
- 0.40 156.14 - -
A.J.Tolls Private Limited - - 600.00 - -
Rideema Toll Bridge Private
Limited
20.02 26.84 - - -
Raima Toll Road Private Limited 9.90 60.10 411.50 - -
MEP IRDP Solapur Toll Road
Private Limited
0.07 8.78 - - -
MEP Nagzari Toll Road Private
Limited
2.31 6.39 - - -
Ideal Energy Projects Limited 0.05 75.00 468.76 - -
MEP Toll Gates Private Limited 0.01 0.01 - - -
MEP Highway Solutions Private
Limited
131.35 0.01 - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
39.90 - - - -
MEP Projects Private Limited - 0.01 - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
- 80.49 - - -
MEP Chennai Bypass Toll Road
Private Limited
1.05 38.95 - - -
Ideal Hospitality Private Limited - 11.00 300.00 - -

Share Application money paid
as Investments returned back

A.J.Tolls Private Limited 98.94 501.06 - - -
MEP Una Bus Terminal Private
Limited
0.04 150.00 - - -
MEP Hamirpur Bus Terminal
Private Limited
- 100.00 - - -
Rideema Toll Private Limited - 400.00 - - -
Ideal Toll & Infrastructure
Private Limited
552.57 - - - -
MEP Highway Solutions Private
Limited
80.01 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
80.44 - - - -
MEP IRDP Solapur Toll Road
Private Limited
0.65 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
0.01 - - - -
Baramati Tollways Private
Limited
122.14 - - - -
MEP Nagzari Toll Road Private
Limited
2.30 - - - -
Ideal Hospitality Private Limited 102.00 - - - -
Ideal Energy Projects Limited 45.00 - - - -
Rideema Toll Bridge Private
Limited
20.06 - - - -


319
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Advances returned which were
received for Purchase of
Shares

Jan Transport - 110.10 - - -

Advances Taken
MEP Infrastructure Private
Limited
- 50.00 341.40 2,914.27 -
Raima Ventures Private Limited - 55.31 5.00 - -

Repayment of advances taken
MEP Infrastructure Private
Limited
21.27 2,944.31 183.58 156.50 -
Raima Ventures Private Limited 11.68 79.31 3.37 - -

Mobilization advance given
Jan Transport - - - 1,287.60 -

Mobilization advance given
adjusted against bills/repaid

Jan Transport - - 1,277.60 10.00 -


Share application money
received by the company/
Shares alloted

Mr. J.D.Mhaiskar - - 596.06 - -
Mrs. A.J.Mhaiskar - - 1.50 - -
Ideal Toll & Infrastructure
Private Limited
- - 1,534.84 - -
Mr. Dattatray. M. Mhaiskar - - 646.02 - -

Share application money
returned

Mrs. A.J.Mhaiskar - - 1.50 - -
Mr. J.D.Mhaiskar - - 596.06 - -
Mr. Dattatray. M. Mhaiskar - - 646.02 - -
Ideal Toll & Infrastructure
Private Limited
- - 1,534.84 - -

Managerial remuneration
Mr. Murzash Manekshana 24.00 7.50 - - -


Receipt of trade receivables
D S Enterprises 187.33 - - - -




Sale of Fixed Assets

320
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
MEP Nagzari Toll Road Private
Limited
- 0.91 - - -
MEP IRDP Solapur Toll Road
Private Limited
- 0.43 - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
4.78 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
2.26 - - - -

Guarantees given
MEP Solapur IRDP Toll Road
Private Limited
- 63.75 - - -
MEP Nagzari Toll Road Private
Limited

- 83.75 - - -
MEP Chennai Bypass Toll Road
Private Limited
- 694.00 - - -
MEP Infrastructure Private
Limited
- - 2,000.00 - -
Ideal Energy Projects Limited - - 520.00 - -
Raima Toll Road Private Limited 805.00 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
400.00 - - - -
Rideema Toll Bridge Private
Limited
2,488.00 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
836.00 - - - -


Related party balances as at
the year end


Loans given
Ideal Toll & Infrastructure
Private Limited
- 0.01 70.66 - 7.81
Jan Transport - - - 28.57 -
Anuya Enterprise - - - - 213.00
A.J.Tolls Private Limited - 40.18 77.30 894.31 79.36
Ideal Road Builders Private
Limited
- 5.03 5.03 5.03 5.03
Mrs. A.J.Mhaiskar - - 92.79 85.79 101.79
Mr. J.D.Mhaiskar - - 1.22 - -
Rideema Toll Private Limited 532.22 20.00 - 867.91 -
MEP Infrastructure Private
Limited (Quasi capital)
- - - 451.37 -
MEP Infrastructure Private
Limited
56.80 - - 38.14 -
Rideema Enterprise - 11.26 2.82 - -
IEPL Power Trading Company
Limited
- - 15.35 234.06 -

321
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
MEP Nagzari Toll Road Private
Limited
16.05 0.91 - - -
MEP IRDP Solapur Toll Road
Private Limited
- 0.44 - - -
MEP Chennai Bypass Toll Road
Private Limited
50.29 87.88 - - -
Baramati Tollways Private
Limited
- 82.80 24.08 - -
Ideal Energy Projects Limited 2.00 1.94 - 2.80 1.59
Maask Entertainment Private
Limited
- - 0.98 - -
Sudha Production - - 0.76 - -
MEP Hamirpur Bus Terminal
Private Limited
0.06 - - - -
MEP Una Bus Terminal Private
Limited
0.19 - - - -
Raima Toll Road Private Limited 91.02 - - - -
Rideema Toll Bridge Private
Limited
99.24 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
152.66 - - - -

Loans and advances taken
Ideal Toll & Infrastructure
Private Limited
40.65 21.90 - 92.30 24.42
MEP Infrastructure Private
Limited
- - - 15.23 -
Raima Ventures Private Limited - - - 11.93 -
Jan Transport - - 6.01 30.52 -
Ideal Road Builders Private
Limited
- - - 29.70 -
Anuya Enterprise - - 19.79 34.79 -
Mr. J.D.Mhaiskar - 1.30 - - -
MEP Solapur IRDP Toll Road
Private Limited
1.12 - - - -
Raima Ventures Private Limited 46.13 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
224.48 - - - -

Payables for services received
Jan Transport - - - - 0.63
Rideema Enterprise - - - 0.01 0.01
IRB Infrastructure Developers
Limited
- 0.14 0.14 0.12 0.15
Ideal Road Builders Private
Limited
- 0.08 0.08 0.08 0.08
Raima Manpower &
Consultancy Services Private
Limited
- - 0.01 - -



322
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Other current assets
Ideal Toll & Infrastructure
Private Limited
- - - 1.12 1.18
A.J.Tolls Private Limited - - - 0.37 -
Raima Ventures Private Limited - - - 1.25 -

Trade receivables
Virendra Builders - - - 140.08 -
D.S Enterprise 224.18 260.83 - 129.01 -
Jan Transport - 30.32 - 285.22
MEP Hyderabad Bangalore Toll
Road Private Limited
4.78 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
2.26 - - - -
MEP Infrastructure Private
Limited
- - 3.25 - -

Advances taken
Ideal Road Builders Private
Limited
- - - - 29.70
MEP Infrastructure Private
Limited
- 21.27 4,751.11 - -

Advances given to related
party

Raima Ventures Private Limited - 11.68 12.31 - -
Ideal Toll & Infrastructure
Private Limited
275.00 - - - -
A J Tolls Private Limited 50.00 - - - -

Advances recoverable in cash
or kind

Baramati Tollways Private
Limited
9.06 - - - -
Rideema Toll Bridge Private
Limited
3.69 - - - -
MEP Infrastructure Private
Limited
21.35 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
3.96 - - - -
MEP Chennai Bypass Toll Road
Private Limited
10.80 - - - -
MEP Nagzari Toll Road Private
Limited
7.50 - - - -
MEP IRDP Solapur Toll Road
Private Limited
11.64 - - - -
Raima Ventures Private Limited 1.46 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
2.45 - - - -
VCR Toll Services Private 1.48 - - - -

323
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Limited


Non-current investment
MEP Infrastructure Private
Limited
104.60 61.88 61.88 61.88 0.08
A.J.Tolls Private Limited 0.33 0.33 0.33 0.33 0.33
Raima Ventures Private Limited 114.99 114.99 114.99 114.99 -
Rideema Toll Private Limited 248.84 110.10 110.10 110.10 -
Ideal Energy Projects Limited - 30.00 - 90.00 -
MEP Una Bus Terminal Private
Limited
6.50 0.10 0.10 - -
MEP Hamirpur Bus Terminal
Private Limited
9.55 0.10 0.10 - -
MEP Chennai Bypass Toll Road
Private Limited
40.00 0.10 - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
0.05 0.05 - - -
Raima Toll Road Private Limited 70.00 0.10 - - -
MEP Nagzari Toll Road Private
Limited
6.40 0.10 - - -
MEP IRDP Solapur Toll Road
Private Limited
8.20 0.10 - - -
Rideema Toll Bridge Private
Limited
26.80 0.10 - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
40.00 - - - -
MEP Highway Solutions Private
Limited
31.45 - - - -


Advance against acquisition of
equity share

MEP Infrastructure Private
Limited
1,007.50 554.13 554.13 - -
A.J.Tolls Private Limited - 98.94 600.00 - -
Rideema Toll Private Limited 11.50 11.50 411.50 - -
Ideal Energy Projects Limited 0.05 45.00 - - -
Ideal Hospitality Private Limited 209.00 311.00 300.00 - -
MEP Una Bus Terminal Private
Limited
6.44 156.04 - -
MEP Hamirpur Bus Terminal
Private Limited
- 9.28 108.47 - -
Baramati Tollways Private
Limited
- 122.14 200.00 - -
MEP Nagzari Toll Road Private
Limited
- 6.29 - - -
MEP IRDP Solapur Toll Road
Private Limited
- 8.68 - - -
Raima Toll Road Private Limited - 60.00 - - -
MEP Toll Gates Private Limited 0.02 0.01 - - -

324
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
MEP Highway Solutions Private
Limited
20.00 0.01 - - -
MEP Projects Private Limited - 0.01 - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
- 80.44 - - -
MEP Chennai Bypass Toll Road
Private Limited
- 38.85 - - -
Rideema Toll Bridge Private
Limited
- 26.74 - - -
Ideal Toll & Infrastructure
Private Limited
58.48 611.05 611.05 - -


Mobilization advance given
Jan Transport - - - 1,277.60 -


Mobilization advance received
MEP Infrastructure Private
Limited
- - - 2,757.77 -

Managerial remuneration
payable

Mr. Murzash Manekshana 1.07 1.06 - - -

Payables for advance received
for purchase of shares

Jan Transport - - 110.10 - -

Interest receivable on loans
given

A J Tolls Private Limited - 2.79 - - -
Rideema Enterprises - 0.65 - - -
Baramati Tollways Private
Limited
7.54 - - - -
Rideema Toll Bridge Private
Limited
18.56 - - - -
MEP Infrastructure Private
Limited
0.41 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
12.47 - - - -
MEP Chennai Bypass Toll Road
Private Limited
8.80 - - - -
MEP Nagzari Toll Road Private
Limited
0.25 - - - -
Raima Toll Road Private Limited 9.72 - - - -
Rideema Toll Private Limited 19.46 - - - -

Interest payable on loans taken
Raima Ventures Private Limited 2.63 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
0.28 - - - -

325
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
MEP Projects Private Limited)

Other current liabilities
Raima Toll Road Private Limited 11.42 - - - -
MEP Highway Solutions Private
Limited
2.60 - - - -


Guarantees given
A.J.Tolls Private Limited - 242.31 242.31 - -
Raima Ventures Private Limited
For loan
1,500.00 1,500.00 1,500.00 - -
Baramati Tollways Private
Limited
594.10 594.10 594.10 - -
MEP Infrastructure Private
Limited
27,585.70 27,585.70 27,585.70 - -
Ideal Energy Projects Limited - 520.00 520.00 - -
Ideal Toll & Infrastructure
Private Limited
- 109.30 109.30 - -
MEP Solapur IRDP Toll Road
Private Limited
63.75 63.75 - - -
MEP Nagzari Toll Road Private
Limited
83.75 83.75 - - -
MEP Chennai Bypass Toll Road
Private Limited
694.00 694.00 - - -
Raima Toll Road Private Limited 805.00 - - - -
MEP RGSL Toll Bridge Private
Limited (earstwhile known as
MEP Projects Private Limited)
400.00 - - - -
Rideema Toll Bridge Private
Limited
2,488.00 - - - -
MEP Hyderabad Bangalore Toll
Road Private Limited
836.00 - - - -




326
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XXI- Restated Standalone Statement of Dividend
The Company has not paid any dividends in respect of the five years ended 31 March 2014, 2013, 2012, 2011
and 2010.


327
The Board of Directors
MEP Infrastructure Developers Limited
(formerly, MEP Infrastructure Developers Private Limited)
A-412, Boomerang,
Chandivli Farm Road,
Near Chandivli Studio,
Mumbai 400 072

Dear Sirs,
1. We have the examined the attached Restated Consolidated Financial Information of MEP
Infrastructure Developers Limited (formerly, MEP Infrastructure Developers Private Limited) (the
Company and/or the Group) as approved by the Board of Directors of the Company, prepared in terms
of the requirements of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (the Act)
and/or Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of
Securities) Rules, 2014, to the extent applicable, read with the general circular 15/2013 dated 13
September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,
2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2009, as amended from time to time (SEBI Regulations), the Guidance note on Reports
in Companys Prospectus (Revised) issued by the Institute of Chartered Accountants of India (ICAI),
to the extent applicable (Guidance Note) and in terms of our engagement agreed upon with you in
accordance with our engagement letter dated 30 July 2013 and our addendum to the engagement letter
dated 20 August 2014 in connection with the proposed issue of equity shares of the Company.

This Restated Consolidated Financial Information has been extracted by the Management from the
Companys consolidated financial statements, for the years ended 31 March 2014; 31 March 2013; 31
March 2012; 31 March 2011 and 31 March 2010. The audit of the Companys consolidated financial
statements for the years ended 31 March 2012; 31 March 2011 and 31 March 2010 was conducted by
one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants and B S R and Co,
Chartered Accountants have placed reliance on the consolidated financial statements audited by them
and the financial report included for these years are based solely on the reports submitted by them.


2. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act and/or
Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of
Securities) Rules, 2014, to the extent applicable, the SEBI Regulations; and the (Revised) Guidance
Note on Reports in Company Prospectus issued by the Institute of Chartered Accountants of India
(ICAI), as amended from time to time; and in terms of our engagement agreed with you, we further
report that:

(a) The Restated Consolidated Summary Statement of Assets and Liabilities of the Company as at 31
March 2014; 31 March 2013; 31 March 2012; 31 March 2011 and 31 March 2010 examined by
us, as set out in Annexure I to this report read with the significant accounting policies in
Annexure IVC are after making adjustments and regroupings as in our opinion were appropriate
and more fully described in Notes on adjustments for consolidated restated financial statements,
as restated under Indian GAAP (Refer Annexure IV). For the financial years ended 31 March
2012; 31 March 2011 and 31 March 2010 reliance has been placed by B S R and Co, Chartered
Accountants on the consolidated financial statements audited by, Parikh Joshi & Kothare,
Chartered Accountants, one of the joint auditors.

(b) The Restated Consolidated Summary Statement of Profit and Loss of the Company, and the
Restated Consolidated Summary Statement of Cash Flows of the Company for the years ended 31
March 2014; 31 March 2013; 31 March 2012; 31 March 2011 and 31 March 2010 examined by
us, as set out in Annexures II and III respectively to this report read with the significant
accounting policies in Annexure IVC are after making adjustments and regroupings as in our
opinion were appropriate and more fully described in Notes on adjustments for consolidated
restated financial statements, as restated under Indian GAAP (Refer Annexure IV). For the

328
financial years ended 31 March 2012; 31 March 2011 and 31 March 2010 reliance has been
placed by B S R and Co, Chartered Accountants on the consolidated financial statements audited
by, Parikh Joshi & Kothare, Chartered Accountants, one of the joint auditors.

(c) The Restated Consolidated Financial Information, as approved by the Companys Board of
Directors on 19 September 2014, were prepared by the Companys management from the audited
financial statements of the Company and its subsidiaries as at and for the year ended 31 March
2014, 31 March 2013, 31 March 2012, 31 March 2011 and 31 March 2010 which were audited by
the following auditors:

Financial Year Name of the auditor(s)

31 March 2014
MEP Infrastructure Developers Private
Limited (refer Note 1 below)
B S R and Co and Parikh Joshi & Kothare,
Joint Auditors
MEP Infrastructure Private Limited B S R and Co and Parikh Joshi & Kothare,
Joint Auditors
Raima Ventures Private Limited B S R and Co and Parikh Joshi & Kothare,
Joint Auditors
MEP Hamirpur Bus Terminal Private
Limited
Parikh Joshi & Kothare
MEP Una Bus Terminal Private Limited Parikh Joshi & Kothare
Rideema Toll Private Limited Parikh Joshi & Kothare
Baramati Tollways Private Limited Parikh Joshi & Kothare
Rideema Toll Bridge Private Limited Parikh Joshi & Kothare
MEP Nagzari Toll Road Private Limited Parikh Joshi & Kothare
MEP IRDP Solapur Toll Road Private
Limited
Parikh Joshi & Kothare
MEP Hyderabad Bangalore Toll Road
Private Limited
Parikh Joshi & Kothare
Raima Toll Road Private Limited Parikh Joshi & Kothare
MEP Chennai Bypass Toll Road Private
Limited
Parikh Joshi & Kothare
MEP Highway Solutions Private Limited Parikh Joshi & Kothare
MEP RGSL Toll Bridge Private Limited Parikh Joshi & Kothare

31 March 2013
MEP Infrastructure Developers Private
Limited (refer Note 1 below)
B S R and Co and Parikh Joshi & Kothare,
Joint Auditors
MEP Infrastructure Private Limited B S R and Co and Parikh Joshi & Kothare,
Joint Auditors
Raima Ventures Private Limited B S R and Co and Parikh Joshi & Kothare,
Joint Auditors
MEP Hamirpur Bus Terminal Private
Limited
Parikh Joshi & Kothare
MEP Una Bus Terminal Private Limited Parikh Joshi & Kothare
Rideema Toll Private Limited Parikh Joshi & Kothare
Baramati Tollways Private Limited Parikh Joshi & Kothare
Rideema Toll Bridge Private Limited Parikh Joshi & Kothare
MEP Nagzari Toll Road Private Limited Parikh Joshi & Kothare
MEP IRDP Solapur Toll Road Private
Limited
Parikh Joshi & Kothare
MEP Hyderabad Bangalore Toll Road
Private Limited
Parikh Joshi & Kothare

329
Raima Toll Road Private Limited Parikh Joshi & Kothare
MEP Chennai Bypass Toll Road Private
Limited
Parikh Joshi & Kothare

31 March 2012
MEP Infrastructure Developers Private
Limited (refer Note 1 below)
Parikh Joshi & Kothare
MEP Infrastructure Private Limited Parikh Joshi & Kothare
Raima Ventures Private Limited Parikh Joshi & Kothare
MEP Hamirpur Bus Terminal Private
Limited
Parikh Joshi & Kothare
MEP Una Bus Terminal Private Limited Parikh Joshi & Kothare
Rideema Toll Private Limited Parikh Joshi & Kothare
Baramati Tollways Private Limited Parikh Joshi & Kothare

31 March 2011
MEP Toll Road Private Limited
(refer Note 1 below)
Parikh Joshi & Kothare
MEP Infrastructure Private Limited Parikh Joshi & Kothare
Raima Ventures Private Limited Parikh Joshi & Kothare
Rideema Toll Private Limited Parikh Joshi & Kothare
Baramati Tollways Private Limited Shah Baxi & Associates

31 March 2010
MEP Toll Road Private Limited
(refer Note 1 below)
Parikh Joshi & Kothare
MEP Infrastructure Private Limited Parikh Joshi & Kothare

Note 1: MEP Infrastructure Developers Private Limited has now been converted into a public
limited company vide fresh certificate of incorporation dated 08 September 2014. The entity was
earlier known as MEP Toll Road Private Limited.

3. Based on the above and also as per the reliance placed on the consolidated financial statements audited
by one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants, for the financial years
ended 31 March 2012; 31 March 2011 and 31 March 2010, we are of the opinion that the Restated
Consolidated Financial Information:

i. have been made after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial years to reflect the same accounting treatment as per the
changed accounting policy for all the reporting years based on the policies adopted by the Group
as on 31 March 2014;

ii. have been made after incorporating adjustments for the prior period and other material amounts
in the respective financial years to which they relate;

iii. do not contain any extra-ordinary items that need to be disclosed separately in the accounts
and do not contain any qualifications requiring adjustments.

Other remarks/comments in the Auditors report/annexure to the Auditors report on the financial
statements of the Company and its subsidiaries for the years ended 31 March 2014, 31 March 2013, 31
March 2012, 31 March 2011 and 31 March 2010 which do not require any corrective adjustment in the
financial information are mentioned in Clause 5 Non-adjusting items under Annexure IVB.

4. We have also examined the following Restated Consolidated Financial Information of the Company and
its subsidiaries set out in the Annexures, proposed to be included in the offer documents, prepared by
the management and approved by the Board of Directors for the years ended 31 March 2014; 31
March 2013; 31 March 2012; 31 March 2011 and 31 March 2010. In respect of the financial years

330
ended 31 March 2012; 31 March 2011 and 31 March 2010, these information have been included based
upon the reports submitted by one of the joint auditors, Parikh Joshi & Kothare, Chartered Accountants,
and relied upon by us.

i. Restated Consolidated Statement of Reserves and Surplus, enclosed as Annexure V
ii. Restated Consolidated Statement of Non-Current Investments, enclosed as Annexure VI
iii. Restated Consolidated Statement of Current Investments, enclosed as Annexure VII
iv. Restated Consolidated Statement of Trade Receivables, enclosed as Annexure VIII
v. Restated Consolidated Statement of Long-term Loans and Advances and Other Non-Current
Assets, enclosed as Annexure IX
vi. Restated Consolidated Statement of Short-term Loans and Advances and Other Current Assets,
enclosed as Annexure X
vii. Restated Consolidated Statement of Long-term borrowings, enclosed as Annexure XI
viii. Restated Consolidated Statement of Long-term Provisions, enclosed as Annexure XII
ix. Restated Consolidated Statement of Short-term Borrowings, Trade Payables, Other Current
Liabilities and Short-term Provisions, enclosed as Annexure XIII
x. Restated Consolidated Statement of Income and Expenses, enclosed as Annexure XIV
xi. Restated Consolidated Statement of Other Income, enclosed as Annexure XV
xii. Restated Consolidated Statement Contingent Liabilities, enclosed as Annexure XVI
xiii. Restated Consolidated Statement of Dividend, enclosed as Annexure XVII
xiv. Restated Consolidated Statement of Accounting Ratios, enclosed as Annexure XVIII
xv. Capitalisation Statement, enclosed as Annexure XIX
xvi. Restated Consolidated Statement of Related Party Transactions, enclosed as Annexure XX

5. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us or by other firm of Chartered Accountants, nor should this report be construed as an
opinion on any of the consolidated financial statements referred to herein.

6. We have no responsibility to update our report for events and circumstances occurring after the date of
the report.

7. In our opinion, the above financial information contained in Annexures I to XX accompanying this
report read along with the Significant Accounting Policies, Changes in Significant Accounting Policies
and Notes (Refer Annexure IVC) are prepared after making adjustments and regroupings as considered
appropriate and have been prepared in accordance with Paragraph B, Part II of Schedule II of the Act
and/or Section 26 of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of
Securities) Rules, 2014, to the extent applicable, SEBI Regulations and the Guidance Note issued in this
regard by the ICAI, as amended from time to time and in terms of our engagement as agreed with you.

8. Our report is intended solely for use of the management for inclusion in the offer document in
connection with the proposed issue of equity shares of the Company. Our report should not be used,
referred to or distributed for any other purpose except with our prior consent in writing.

For B S R and Co
Chartered Accountants
Firm Registration No: 128510W



For Parikh Joshi & Kothare
Chartered Accountants
Firm Registration No:
107547W


Vijay Mathur
Partner
Membership No: 046476
19 September 2014
Mumbai
Yatin R. Vyavaharkar
Partner
Membership No: 033915
19 September 2014
Mumbai

331
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure I - Restated Consolidated Summary Statement of Assets and Liabilities
(Rs. in million)
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010


Equity & Liabilities
(1) Shareholder's funds
(a) Share capital 1,000.00 1,000.00 1,000.00 112.50 112.50
(b) Reserves and surplus (1,821.22) (1,167.96) (543.14) 7.93 860.76

(2) Share application money - 453.38 453.38 - -

(3) Minority Interest 8.59 0.01 0.01 53.71 -

(4) Non-current liabilities
(a) Long-term borrowings 28,662.62 29,128.01 29,863.62 26,422.39 -
(b) Deferred tax liabilities - - - 49.34 -
(c) Long-term provisions 14.57 11.50 8.57 5.52 2.14
(d) Other long-term liabilities 1,566.00 1.83 - - -

(5) Current liabilities
(a) Short-term borrowings 1,386.78 388.42 448.79 1,260.92 1,131.67
(b) Trade payables 1,464.99 222.07 241.07 93.31 8.40
(c) Other current liabilities 3,115.41 2,842.91 1,675.02 5,487.75 180.65
(d) Short-term provisions 3.41 2.72 1.78 1.09 0.79

Total 35,401.15 32,882.89 33,149.10 33,494.46 2,296.91

Assets
(6) Non-current assets
(a) Fixed assets 23,751.39 21,512.20 22,073.55 22,543.31 16.99
(b) Non-current investments 6.27 30.42 0.37 940.37 0.37
(c) Deferred tax assets (net) 755.99 490.75 122.60 - 1.15
(d) Long-term loans and advances 7,520.39 7,027.34 2,660.14 2,135.31 52.65
(e) Other non-current assets 219.46 263.47 753.08 755.54 -


(7) Current assets
(a) Current investments 0.01 0.01 27.79 3.57 2.00
(b) Trade receivables 287.47 384.02 44.87 284.97 285.22
(c) Cash and bank balances 1,622.62 1,538.95 823.82 607.82 203.34
(d) Short-term loans and advances 916.94 1,578.92 6,519.20 6,205.60 1,734.29
(e) Other current assets 320.61 56.81 123.68 17.97 0.90
Total 35,401.15 32,882.89 33,149.10 33,494.46 2,296.91


332
Note
The above statement should be read with the notes on adjustments for restated consolidated summary
Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies as
appearing in Annexure IV A, IV B & IV C.



333
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure II - Restated Consolidated Summary Statement of Profit and Losses
(Rs. in million)
Particulars For the years ended
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
A Income
Revenue from operations 11,979.05 12,800.27 10,801.12 4,493.82 3,283.13
Other income 422.29 220.38 564.90 141.98 8.16
Total revenue 12,401.34 13,020.65 11,366.02 4,635.80 3,291.29

B Expenses
Operating and maintenance expenses 8,015.33 8,332.87 6,678.96 3,214.87 3,126.64
Employee benefits 498.58 525.21 412.87 153.81 59.56
Depreciation, amortisation and
impairment
1,264.30 989.66 946.87 386.62 4.68
Finance costs 3,797.08 3,765.04 3,765.88 1,298.62 53.36
Other expenses 257.80 293.66 219.39 351.41 42.14
Total expenses 13,833.09 13,906.43 12,023.97 5,405.33 3,286.38

Restated (loss) / profit before tax (1,431.75
)
(885.79) (657.95) (769.53) 4.91

Tax expense
Current tax 30.13 107.27 118.73 85.99 17.40
Deferred tax (credit)/charge (265.24) (368.18) (171.92) 50.08 0.24
Restated (loss)/profit before minority
interest
(1,196.64
)
(624.88) (604.77) (905.60) (12.73)

(Profit)/loss attributable to Minority
Shareholders
(8.53) 0.06 53.70 52.77 0.02
Pre-acquisition profit/loss adjustment 29.81 - - - -

Restated loss for the year (1,175.36
)
(624.82) (551.07) (852.83) (12.71)


Note
The above statement should be read with the notes on adjustments for restated consolidated summary
Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies as
appearing in Annexure IV A, IV B & IV C.



334
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure III - Restated Consolidated Summary Statement of Cash Flows
(Rs. in million)
Particulars For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
A. Cash flows from operating
activities

Restated (loss)/ profit before tax (1,431.75) (885.79) (657.95) (769.53) 4.91
Non cash adjustments to reconcile
profit before tax to net cash flows

Depreciation, amortisation and
impairment
1,264.30 989.66 946.87 386.62 4.68
Interest income (247.70) (205.96) (563.10) (140.94) (8.14)
Loss on fixed assets written off 3.05 1.08 0.96 - -
Provision for wealth tax 0.28 0.04 0.12 0.10 0.11
Profit on sale of mutual fund (0.02) (0.26) (1.22) - -
Finance cost 3,797.08 3,765.04 3,765.88 1,298.62 53.36
Dividend income (0.10) (0.86) (0.43) (0.97) -
Preliminary expenses written off - 0.04 2.32 0.46 -
Provisions no longer required written
back
(1.67) - - - -
Write back of sundry creditors - (0.10) - - -
Operating profit before working
capital changes
3,383.47 3,662.89 3,493.45 774.36 54.92

Adjustments for movements in
working capital

(Increase)/ Decrease in loans and
advances
10.13 415.94 (824.76) (6,346.45) (882.50)
(Increase)/ Decrease in trade
receivables
96.55 (339.15) 240.10 6.69 (230.51)
Increase/ (Decrease) in trade payables 1,246.49 40.49 147.63 36.23 (66.80)
Increase/ (Decrease) in provisions 6.61 3.84 3.61 3.57 0.46
Increase/ (Decrease) in other current
liabilities
142.47 528.26 129.57 214.73 10.40
(Increase)/ Decrease in other current
assets
(103.94) - 4.73 1.82 -
Cash flows from operations 4,781.78 4,312.27 3,194.33 (5,309.05) (1,114.03)
Income taxes (paid)/refunded

(86.09) 0.89 (132.23) (241.69) (85.27)
Net cash generated from /(used in)
operating activities (A)
4,695.69 4,313.16 3,062.10 (5,550.74) (1,199.30)

B. Cash flows from investing
activities

Purchase of fixed assets (160.13) (430.55) (481.75) (36.99) (2.45)
Proceeds from sale of fixed assets 1.60 - 3.70 - -
Purchase of intangible assets (567.03) - - (22,808.54) -
Purchase of non-current investments (106.05) (0.05) - (940.00) -
Sale of non-current investments 30.00 - 940.00 - -

335
Particulars For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Purchase of current investments - - - (3.57) -
Purchase of mutual funds - (549.50) (2,379.62) - -
Proceeds from sale of mutual funds 101.22 577.55 2,356.61 2.00 -
Purchase of fixed deposits (1,151.50) (543.21) (327.65) (1,324.43) (80.01)
Redemption / maturity of fixed deposits 1,302.67 315.64 248.25 437.31 60.00
Proceeds from investment in
enterprises over which significant
influence is exercised by key
managerial personnel
- - - - 132.82
Investment in enterprises over which
significant influence is exercised by
key managerial personnel
(1.00) (30.00) - (11.52) -
Dividend received on mutual
fund/shares
0.10 0.86 0.43 0.97 -
Interest received 71.85 273.79 460.30 111.98 7.52
Net cash generated from /(used in)
investing activities (B)
(478.27) (385.47) 820.27 (24,572.79) 117.88

C. Cash flows from financing
activities

Share application money
received/(paid)
(1,244.36) - 453.38 - -
Proceeds from issue of shares - 0.06 887.50 50.64 0.02
Proceeds from borrowings 3,838.07 7,570.84 11,719.65 32,872.53 1,191.60
Repayment of borrowings (3,054.26) (8,183.80) (12,971.20) (1,406.82) -
Preliminary / share issue expenses paid - (0.04) (7.05) (4.10) -
Finance cost paid (3,504.49) (3,315.82) (3,827.52) (1,128.31) (40.31)
Net cash generated from/(used in)
financing activities ( C)
(3,965.04) (3,928.76) (3,745.24) 30,383.94 1,151.31

Net (decrease)/increase in cash and
cash equivalents ( A + B + C )
252.38 (1.08) 137.13 260.41 69.89
Cash and cash equivalents at the
beginning of the year
511.75 512.83 375.70 114.69 44.80
Cash and cash equivalents acquired
during purchase of subsidiaries
- - - 0.60 -
Total cash and cash equivalents at
the end of the year
764.13 511.75 512.83 375.70 114.69

Notes
Components of cash and cash
equivalents
For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Cash on hand 446.89 418.53 357.28 157.69 103.87
Balance with banks
- Current accounts 315.06 93.22 155.55 218.01 10.82
Deposits with banks (with
original maturity of 3 months
or less)
2.18 - - - -

336
Components of cash and cash
equivalents
For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Total 764.13 511.75 512.83 375.70 114.69

1) The above statement should be read with the notes on adjustments for restated consolidated summary
Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies
as appearing in Annexure IV A, IV B & IV C.
2) The cash flow statements has been prepared under the indirect method as set out in Accounting Standard -
3 ('AS-3') on cash flow statements prescribed in Companies (Accounting Standard) Rules, 2006.



337
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Notes on adjustments for consolidated restated financial statements, as restated under Indian GAAP
Annexure IV A - Notes on Material Adjustments
The summary of results of restatement made in the audited consolidated financials statements for the respective
years and its impact on the profit/ (loss) of the Company is as follows:
(Rs. in million)
Particulars For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
(A) Net Profit/(loss) as per audited
consolidated financial statements
(1,291.81) 412.01 (1,377.97) (1,006.06) 3.21
Adjustments due to changes in
accounting policies

(Decrease)/Increase in revenue due to
change in amortization method
- (1,042.37) 717.38 323.78 -
Other adjustments - - - - -
Increase/ (decrease) in revenue due to
prior period depreciation on office
premises
- 0.14 (0.03) (0.02) (0.02)
Add/Less: (provision
created)/provisions no longer required
written back
(10.63) (22.63) 2.25 7.85 1.86
Add/(less): Sundry balances written off 92.25 - (5.00) - -
Add/(less) : Compensated absences
(written off)
(0.09) 0.09 - - -
Add/(less) : Share issue expenses
written back/(written off)
- 8.37 (4.73) (1.82) -
Add/(less): gratuity liability - - 6.18 (3.57) (0.46)
Add/(less): prior year expenses 9.88 (6.04) (3.84) 0.01 (0.01)
(B) Total adjustments 91.41 (1,062.44) 712.21 326.23 1.37
(C) Tax excess / (short) provisions (1.92) 152.42 (27.05) (84.85) (16.84)
(D) Deferred tax impact of
adjustments
(5.30) 329.68 (222.86) (101.44) (0.47)
(E) Deferred tax restatement 6.44 (448.70) 390.73 51.92 -
(F) Change in minority interest due to
adjustments
(12.99) (7.79) (26.13) 0.18 0.02
(G) Change in goodwill impairment
due to adjustments
38.81 - - (38.81) -
Restated (loss)/ profit for the period /
years(A+B+C+D)
(1,175.36) (624.82) (551.07) (852.83) (12.71)

Notes:
1) The above statement should be read with the notes on adjustments for restated consolidated summary
Statements of Assets and Liabilities, Profits and Losses and Cash Flows and significant accounting policies
as appearing in Annexure IV B & IV C.


338
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure IVB
1. Presentation and disclosure of financial statements
During the year ended 31 March 2012, the Revised Schedule VI notified under the Act, had become
applicable to the Company, for preparation and presentation of its financial statements. Accordingly,
the Company has prepared the financial statements for the year ended 31 March 2012 onwards in
accordance with Revised Schedule VI of the Act. The adoption of Revised Schedule VI of the Act does
not impact recognition and measurement principles followed for preparation of financial statements.
However, it has significant impact on presentation and disclosures made in the financial statements.
The Company has also reclassified the figures for the years ended 31 March 2011 and 2010 in
accordance with the requirements of Revised Schedule VI of the Act, to the extent possible.
2. Other adjustments
(a) Gratuity
Provisions related to gratuity has been provided for in the restated consolidated financial
statements for the financial years ended 31 March 2011 and 2010 as required under
'Accounting Standard 15' on 'Employee Benefits (Revised 2005)'. The provisions are based on
the actuarial valuation report provided by a registered actuary. The provision were not made
in the audited financial statements for years ended 31 March 2011 and 2010 and accordingly,
this adjustment has been recorded in the restated consolidated financial statements of the
respective years.
(b) Depreciation & amortization
In the audited financial statements for the years ended 31 March 2012, 2011 and 2010,
depreciation was not provided on the office premises. During the year ended 31 March 2013,
the Company charged depreciation on the office premises with retrospective effect and this
adjustment has been recorded in the restated financial statements of the respective years.
In the audited financial statements for the years ended 31 March 2012 and 2011 the Company
amortised its toll collection rights on a straight line basis over the period the Concession
Agreement. Pursuant to the amendment, in relation to the amortisation of intangible assets
created under Build, Operate and Transfer; Build, Own, Operate and other form of Public
Private Partnership ('PPP') route, the toll collection rights are amortised by the Company over
the concession period, using the revenue based amortisation as prescribed in Schedule XIV
(as amended) to the Act.
(c) Provisions no longer required written back
During the year ended 31 March 2014 and 2013, the Company had written-back sundry
creditors and salaries and wages outstanding which were no longer required to be paid. The
Company, on restatement, has written-back the sundry creditors and salaries and wages in the
respective years in which they were provided for.
(d) Sundry balances written off
During the year ended 31 March 2014, the Company had written off sundry balances of Rs.
92.25 millions. The Company on restatement wrote off the sundry balances in the respective
financial years.

339
(e) Prior period expenses/income
During the years ended 31 March 2014, 2013 and 2010, the Company had recognised
expenses which pertained to the previous years. The Company, on restatement, has recorded
the expenses in the financial statements of the respective years.
(f) Share issue expenses
During the years ended 31 March 2012 and 2011, the Company had not written off share issue
expenses which pertained to the respective years. The Company, on restatement, has recorded
the expenses in the financial statements of the respective years.
(g) Compensated absences
During the years ended 31 March 2013 the Company had recognised compensated absences
expenditure. During the year ended 31 March 2014 the company withdrew the compensated
absences policy and hence on restatement has written back the expense of the previous year.
(h) Income tax adjustments for earlier years
The Company was served a notice under Section 153 A of the Income Tax Act, 1961 by the
Income tax department on 9 December 2011. The aforesaid dispute pertaining to earlier years
was settled by the Company with Settlement Commission on 9 July 2013. The Company, on
restatement, has recorded the tax expenses in the financial statements of the respective years.
(i) Deferred tax restatement
MEP Infrastructure Private Limited
In the audited financial statements for the years ended 31 March 2012 and 2011, deferred tax
assets were not recognised. During the year ended 31 March 2013, the Company recognised
deferred tax asset for the previous years. The Company, on restatement, has recorded the
deferred tax assets in the financial statements of the respective years.
Rideema Toll Private Limited
During the financial year ended 31 March 2011, 2010 and for the earlier financial years the
Company had recognised deferred tax assets. Due to insufficient tax profits the Company has
derecognised deferred tax assets during the financial year ended 31 March 2014. The
Company, on restatement, has derecognised the deferred tax assets in the financial statements
of the respective years.
MEP Nagzari Toll Road Private Limited
During the financial year ended 31 March 2013, the Company had recognised deferred tax
assets. Due to insufficient tax profits the Company has derecognised deferred tax assets
during the financial year ended 31 March 2014. The Company, on restatement, has
derecognised the deferred tax assets in the financial statements for the year ended 31 March
2014.
3. Material regroupings
Appropriate adjustments have been made in the restated consolidated summary statements of Assets
and Liabilities, Profits and Losses and Cash flows, wherever required, by reclassification of the
corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the
regroupings as per the audited consolidated financials of the Company for year ended 31 March 2014,
prepared in accordance with Revised Schedule VI, and the requirements of the Securities and
Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2009 (as

340
amended).
4. Restatement adjustments made in the audited opening balance figures in the net surplus in the
Statement of Profit and Loss for the fiscal 2009
Particulars Rs. in million
(A) Net surplus in Statement of Profit and Loss as at 1 April 2009 as per audited
consolidated financial statements
891.53
Adjustments:
Sundry balances W/off (21.31)
Provisions no longer required written back 21.30
Depreciation on premises (0.07)
Gratuity liability (2.16)
(B) Total adjustments (2.24)
(C) Under-provision of income tax (16.58)
(D) Deferred tax impact on adjustments 0.76
Net surplus in the Statement of Profit and Loss as at 1 April 2009 (as restated) 873.47

5. Non - adjusting items
In addition to the audit opinion on the financial statements, the auditors are required to comment upon
the matters included in the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central
Government of India under sub section (4A) of Section 227 of the Act. Certain statements/comments
included in audit opinion on the financial statements and CARO, which do not require any adjustments
in the restated summary financial information are reproduced below in respect of the financial
statements presented:
(a) Financial year ended 31 March 2014
MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated
standalone financial information)
MEP Infrastructure Private Limited
Clause (ix)(a) of the CARO
According to the information and explanations given to us and, on the basis of our
examination of the records of the Company, the Company is generally regular in depositing
with the appropriate authorities undisputed statutory dues including Provident fund,
Employees State Insurance, Income-tax and other material statutory dues though there have
been slight delays in few cases in depositing Provident Fund, Employees State Insurance and
Income-tax dues. However, there are major delays in few cases in depositing Service tax dues
though the amounts involved are not material, and there are major delays in few cases in
depositing Income-tax dues where the amounts involved are material, and the said amounts
have been subsequently paid. As explained to us, the Company did not have any dues on
account of Investor Education and Protection Fund. According to the information and
explanations given to us, dues on account of Wealth tax, Excise duty, Customs duty, Sales-tax
and Cess are not applicable to the Company.
Clause (xi) of the CARO
According to the information and explanations given to us, the Company has not defaulted in
repayment of dues to its bankers, except for repayment of principal dues ranging from Rs 0.03
million to Rs 0.04 million and for interest on loans ranging from Rs 0.36 million to Rs 88.73
million due to financial institutions which were overdue for a period ranging from 1 day to
182 days and for interest on loan ranging from Rs 31.99 million to Rs 51.19 million due to a
bank which is overdue for a period ranging from 14 days to 89 days. The amounts as

341
mentioned above have been repaid on various dates during the year as well as subsequent to
the date of the Balance Sheet.
Raima Ventures Private Limited
Clause (ix) (a) of the CARO
According to the information and explanations given to us and, on the basis of our
examination of the records of the Company, the Company is generally regular in depositing
with the appropriate authorities undisputed statutory dues including Provident fund,
Employees State Insurance, Income-tax, and other material statutory dues though there have
been slight delays in few cases in depositing Provident Fund, Employees State Insurance
dues and Income-tax dues. However, there are major delays in few cases in depositing Service
tax though the amounts involved are not material, and there are major delays in few cases in
depositing Income-tax dues where the amounts involved are material, and the said amounts
have been subsequently deposited. As explained to us, the Company did not have any dues on
account of Investor Education and Protection Fund. According to the information and
explanations given to us, dues on account of Wealth tax, Excise duty, Customs duty, Sales-tax
and Cess are not applicable to the Company.
Clause (xi) of the CARO
According to the information and explanations given to us, the Company has not defaulted in
repayment of dues to its financial institution, except for principal amount of loan of Rs 56.23
million and for interest on loan ranging from Rs 2.61 million to Rs 3.94 million due to the
financial institution which is overdue for a period ranging from 1 day to 59 days. The
amounts as mentioned above have been repaid on various dates during the year.
Rideema Toll Bridge Private Limited
Clause (xi) of the CARO
According to the information and explanations given to us, the company has not defaulted in
repayment of dues to financial institutions or banks except slight delay in repayment of
principal amount of loan; however the company has paid pending dues subsequent to the
balance sheet date.
Baramati Tollways Private Limited
Clause (xi) of the CARO
According to the information and explanations given to us, the company has not defaulted in
repayment of dues to financial institutions or banks except for principal and interest for
period January 2014 to March 2014 due to bank Rs.2.00 million and Rs.17.31 million
respectively. The period of delay for the said loans 2 months. The Company has repaid the
same subsequent to the Balance Sheet date.
MEP Nagzari Toll Road Private Limited
Clause (xi) of the CARO
According to the information and explanations given to us, the company has not defaulted in
repayment of dues to financial institutions or banks except for repayment of interest and
principal due to bank Rs.0.64 million and Rs.2.06 million respectively. The period of delay for
the said loans and interest ranges from 2 days to 43 days. The Company has repaid interest
due Rs.0.64 million and principal outstanding Rs.2.06 million subsequent to the Balance
Sheet date.

342
Rideema Toll Private Limited
Clause (ix) (b) of the CARO
According to the records of the Company, the dues of Sales Tax, Income-Tax, Customs,
Wealth-Tax, Service Tax, Excise Duty, Cess, which have not been deposited on account of
disputes and the Forum where the dispute is pending is as under:
Nature of
Statue
Year Nature of the Dues
Pending
Amount Forum Where Dispute
is Pending (Rs in
million)
Income Tax Act,
1961
AY
2008-09
Income Tax Demand 0.14 million ITAT

MEP Hyderabad Bangalore Toll Road Private Limited
Emphasis of Matter
We draw attention to note no 16 (a) of the Standalone Financial Statements where it is
mentioned that the Company has lodged claims of Rs 92.92 millions with National Highways
Authority of India (NHAI) on an estimated basis. The Company has recognised claim
receivable in financials and has disclosed the same under Other Income and claim
receivable under Other Current Assets. Our opinion is not qualified in respect of this matter.
Raima Toll Road Private Limited
Emphasis of Matter
We draw attention to note no 16 (a) of the Standalone Financial Statements where it is
mentioned that the Company has lodged claims of Rs 77.44 million with National Highways
Authority of India (NHAI) on an estimated basis. The Company has recognised claim
receivable in financials and has disclosed the same under Other Income and claim
receivable under Other Current Assets. Our opinion is not qualified in respect of this matter.
(b) Financial year ended 31 March 2013
MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated
standalone financial information)
MEP Infrastructure Private Limited
Clause (ix)(a) of the CARO
According to the information and explanations given to us and, on the basis of our
examination of the records of the Company, the Company is generally regular in depositing
with the appropriate authorities undisputed statutory dues including Provident fund,
Employees State Insurance, Income-tax, and other material statutory dues though there have
been slight delays in few cases in depositing Provident Fund, Employees State Insurance and
Income tax dues. However, there are major delays in few cases in depositing Service tax and
Works Contract tax dues though the amounts involved are not material, and the said amounts
have been subsequently paid. As explained to us, the Company did not have any dues on
account of Investor Education and Protection Fund. According to the information and
explanations given to us, dues on account of Wealth tax, Excise duty, Customs duty, Sales-tax
and Cess are not applicable to the Company
Clause (xi) of the CARO
According to the information and explanations given to us, the Company has not defaulted in

343
repayment of dues to its bankers or to any financial institutions, except for interest on loan
due to a bank ranging from Rs 1.74 million to Rs 47.52 million which is overdue for a period
ranging from 2 days to 54 days, and for interest on loans due to financial institutions ranging
from Rs 0.04 million to Rs 126.96 million which were overdue for a period ranging from 1
day to 83 days. The amounts as mentioned above have been repaid on various dates
subsequent to the Balance Sheet date.
Raima Ventures Private Limited
Clause (ix)(a) of the CARO
According to the information and explanations given to us and, on the basis of our
examination of the records of the Company, the Company is generally regular in depositing
with the appropriate authorities undisputed statutory dues including Provident fund,
Employees State Insurance, Income-tax, and other material statutory dues though there have
been slight delays in few cases in depositing Provident Fund, Employees State Insurance and
Income tax dues. However, there are major delays in few cases in depositing Service tax dues
though the amounts involved are not material, and the said amounts have been subsequently
paid. As explained to us, the Company did not have any dues on account of Investor
Education and Protection Fund. According to the information and explanations given to us,
dues on account of Wealth tax, Excise duty, Customs duty, Sales-tax and Cess are not
applicable to the Company.
(c) Financial year ended 31 March 2012
MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated
standalone financial information)
MEP Infrastructure Private Limited
Clause (vii) of the CARO
In our opinion and according to the information and explanations given to us, the Company
does not have formal internal audit system.
Raima Ventures Private Limited
Clause (vii) of the CARO
In our opinion and according to the information and explanations given to us, the Company
does not have formal internal audit system.
Rideema Toll Private Limited
Clause (vii) of the CARO
In our opinion and according to the information and explanations given to us, the Company
does not have formal internal audit system.
(d) Financial year ended 31 March 2011
MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated
standalone financial information)
MEP Infrastructure Private Limited
Clause (vii) of the CARO

344
In our opinion and according to the information and explanations given to us, the Company
does not have formal internal audit system.
Raima Ventures Private Limited
Clause (vii) of the CARO
In our opinion and according to the information and explanations given to us, the Company
does not have formal internal audit system.
(e) Financial year ended 31 March 2010
MEP Infrastructure Developers Private Limited - (Refer Annexure IVB- 5 of the restated
standalone financial information)


345
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure IV C :Notes to restated consolidated summary Statements of Assets and Liabilities, Profits and
Losses and Cash Flows for the years ended 31 March 2014, 2013, 2012, 2011 and 2010:
1. Company overview
MEP Infrastructure Developers Limited ('MEPIDL' or the Company) was incorporated on 8 August
2002 under the name MEP Toll Road Private Limited under Companies Act, 1956 ('the Act'). The
Company is into the business of collection of toll as per the contract entered with the regulatory
authorities and also in the providing road, repair and maintenance service to its subsidiary.
The Company has undertaken following contracts for toll collection during the year 2013-14
i) Rajasthan State Road Development & Construction Corporation Limited, "RSRDC" at
Gazipur Phulwada.
ii) Maharashtra State Road Development Corporation Limited, "MSRDC" at:
(a) Rajiv Gandhi Sea Link ( for Bandra Worli Sea Link Project) along with
maintenance.
(b) Katai Gove
iii) Road Infrastructure Development Company of Rajasthan Limited, "RIDCOR" at:
(a) Alwar Bhiwadi
(b) Lalsot Kota
National Highways Authority of India, "NHAI" at:
Toll Name
Amakatadu Marur Kelapur
Athur Khemana
Bankapur Marur
Baretha Nathavalasa
Beliyad Palsit
Brijghat Panikoli
Chamari Parinur
Cheena Samudram Parsoni
Chirle - Karanjade Pippalwada
Choundha Purwameer
Dankuni Srirampur
Dasna Tundla
Dastan Visakhapatnam Port
Gurau (Semra-Atikabad)

The Company is a subsidiary of Ideal Toll & Infrastructure Private Limited ('the Holding
Company'), a company incorporated in India.
The subsidiaries of the Company are engaged in the business of collection of toll along with
other ancilliary activities such as road repairs and maintenance of structures, flyovers and
roads.The subsidiaries are also engaged in construction of bridge on BOT basis, development
of bus terminal on DBOT basis, etc.

346
At the extraordinary general meeting of the shareholders held on 28 November 2011, the
shareholders approved the change of name of the Company from MEP Toll Road Private
Limited to MEP Infrastructure Developers Private Limited. Further at the extra-ordinary
general meeting of the shareholders held on 19 August 2014 , the shareholders approved the
conversion of the Company from Private limited Company to a Public limited Company, and
approved the change in the name of the Company from MEP Infrastructure Developers
Private Limited to MEP Infrastructure Developers Limited.
2. Details of subsidiaries
The accompanying consolidated financial statements include the audited financial statements of MEP
Infrastructure Developers Limited and its following subsidiaries collectively referred to as 'the Group'.
Name of the company Country
of
origin
%
Holding
%
Holding
%
Holding
%
Holding
%
Holding
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
MEP Infrastructure Private
Limited
India 73.99% 55.00% 55.00% 55.00% 80.00%
Raima Ventures Private
Limited
India 99.99% 99.99% 99.99% 99.99% -
MEP Hamirpur Bus Terminal
Private Limited
India 99.98% 98.00% 98.00% - -
MEP Una Bus Terminal
Private Limited
India 99.96% 98.00% - - -
Rideema Toll Private Limited India 99.54% 52.57% 52.57% 52.57% -
Baramati Tollways Private
Limited (Through Rideema
Toll Private Limited,
indirectly)
India 98.00% 51.52% 51.52% 51.52% -
Rideema Toll Bridge Private
Limited
India 99.99% 98.00% - - -
MEP Nagzari Toll Road
Private Limited
India 99.96% 98.00% - - -
MEP IRDP Solapur Toll Road
Private Limited
India 99.98% 98.00% - - -
MEP Hyderabad Bangalore
Toll Road Private Limited
India 51.00% 51.00% - - -
Raima Toll Road Private
Limited
India 99.99% 99.80% - - -
MEP Chennai Bypass Toll
Road Private Limited
India 99.99% 99.80% - - -
MEP Highway Solutions
Private Limited
India 99.99% - - - -
MEP RGSL Toll Bridge
Private Limited
India 99.99% - - - -

3. Basis of preparation
The restated consolidated summary Statement of Assets and Liabilities of the Group as at 31 March
2014, 2013, 2012, 2011 and 2010 and the related restated consolidated summary Statement of Profits
and Losses and Cash Flows for the years ended 31 March 2014, 2013, 2012, 2011 and 2010 [herein
collectively referred to as (Restated consolidated summary statements)] have been compiled by the
management from the consolidated financial statements of the Group for the years ended 31 March
2014, 2013, 2012, 2011 and 2010.

347
The financial statements are prepared under the historical cost convention, on the accrual basis of
accounting in accordance with the accounting principles generally accepted in India (Indian GAAP)
and comply with the Companies (Accounting Standards) Rules, 2006 issued by the Central
Government, and the relevant provisions of the Act to the extent applicable.
These restated consolidated summary statements have been prepared to comply in all material respects
with the requirements of Schedule II to the Act and the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2009, as amended (the Regulations). The
financial information is presented in Indian rupees, rounded off to nearest millions, with two decimals
except earnings per share data and where mentioned otherwise.
The accounting policies have been consistently applied by the Company and are consistent with those
used in the previous years.
4. Principles of consolidation
The consolidated financial statements have been prepared on the following basis :
a. The restated consolidated financial statements of the Company, its subsidiaries are combined
on a line-by-line basis by adding together the book values of like items of assets, liabilities,
income and expenses after fully eliminating intra-group balances and intra-group transactions
and resultant unrealized profits or losses in accordance with the Accounting Standard 21
Consolidated Financial Statements prescribed in the Companies (Accounting Standards)
Rules, 2006.
b. Investments in subsidiaries are eliminated and differences between the costs of investment
and the net assets on the date of the investment in subsidiaries are recognised as goodwill or
capital reserve, as the case may be.
c. The difference between the proceeds from disposal of investment in a subsidiary and the
proportionate carrying amount of its assets less liabilities as of the date of disposal is
recognised in the Consolidated Statement of Profit and Loss as the profit or loss on disposal
of investment in subsidiaries.
d. Share of minority interest in the net profit is adjusted against the income to arrive at the net
income attributable to shareholders of the parent company. Minority interest's share of net
assets is presented separately in the balance sheet.
e. If losses applicable to minority interests in a consolidated subsidiary exceed the minority
interests in the subsidiary's equity, the excess and any further losses applicable to the minority
interests are allocated against the majority's interest, except to the extent that the minority
interests have a binding obligation and is able to, make good the losses. If the subsidiary
subsequently reports profits , such profits are allocated to the majority 's interest until the
minority interest's share of losses previously absorbed by the majority's interest have been
recovered.
f. As far as possible, the restated consolidated financial statements are prepared using uniform
accounting policies for like transactions and other events in similar circumstances and are
presented in the same manner as the Companys standalone financial statements.
g. Goodwill on consolidation is not amortised but is tested for impairment on each balance sheet
date and impairment losses are recognised, wherever applicable.
h. The financial statements of the entities used for the purpose of consolidation are drawn upto
the same reporting date as that of the present Company, i.e. 31 March 2014, 2013, 2012, 2011
and 2010.

348
5 Statement of significant accounting policies
5.1 Current/non-current classification
The Revised Schedule VI to the Act requires assets and liabilities to be classified as either Current or
Non-current.
An asset is classified as current when it satisfies any of the following criteria:
(a) it is expected to be realised in, or is intended for sale or consumption in, the entitys normal
operating cycle;
(b) it is expected to be realised within twelve months after the Balance Sheet date; or
(c) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a
liability for atleast twelve months after the Balance Sheet date.
All other assets are classified as non-current.
A liability is classified as current when it satisfies any of the following criteria:
(a) it is expected to be settled in, the entitys normal operating cycle;
(b) it is due to be settled within twelve months after the Balance Sheet date; or
(c) the Company does not have an unconditional right to defer settlement of the liability for
atleast twelve months after the Balance Sheet date.
All other liabilities are classified as non-current
All assets and liabilities have been classified as current or non-current as per the Companys normal
operating cycle and other criteria set out above which are in accordance with the Revised Schedule VI
to the Act.
Based on the nature of activities and the time between the acquisition of assets and their realisation in
cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the
purpose of current, non-current classification of assets and liabilities.
5.2 Use of estimates
The preparation of financial statements in conformity with Indian GAAP requires the management to
make judgment, estimates and assumptions that affect the application of accounting policies and on the
reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the
financial statements and the reported amounts of revenues and expenses during the reported period.
Management believes that the estimates and underlying assumptions used in the accounting for
preparation of the financial statements are prudent and reasonable. Actual results could differ from
those estimates. Any revision to accounting estimates is recognized prospectively in current and future
periods.
5.3 Fixed assets
Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost
comprises of purchase price and any attributable cost such as duties, freight, borrowing costs, erection
and commissioning expenses incurred in bringing the asset to its working condition for its intended
use.

349
I ntangible fixed assets
Toll collection rights
Intangible assets are stated at cost less accumulated amortisation and impairment losses, if any. Cost
include acquisition and other incidental cost related to acquiring the intangible asset.
I ntangible assets under development
Expenditure incurred on acquisition /construction of intangible fixed assets which are not ready for
their intended use at balance sheet date are disclosed under Intangible assets under development.
5.4 Depreciation and amortization
Depreciation
Depreciation is provided pro-rata to the period of use on the written down value method, at rates
prescribed in Schedule XIV of the Act. Depreciation on addition/deletion of fixed assets during the
year is provided on pro-rata basis from / to the date of addition/deletion. Fixed assets costing up to Rs
5,000 individually are fully depreciated in the year of purchase.
Leasehold land is amortised over the period of the lease on straight line basis over the term of the
lease.
Amortisation
Toll collection rights and constructed bridge on BOT basis are amortised over the concession period,
using revenue based amortisation as prescribed in Schedule XIV of the Act. Under this methodology,
the carrying value of the rights is amortised in the proportion of actual toll revenue for the year to the
projected revenue for the balance toll collection period, to reflect the pattern in which the assets
economic benefits will be consumed. At each Balance Sheet date, the projected revenue for the balance
toll period is reviewed by the management. If there is any change in the projected revenue from
previous estimates, the amortisation of toll collection rights is changed prospectively to reflect any
changes in the estimates.
5.5 I mpairment of assets
The group assesses at each Balance Sheet date whether there is any indication that an asset may be
impaired. If any such indication exists, the group estimates the recoverable amount of the asset. An
impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable
amount. Recoverable amount is the greater of assets value in use and net selling price. After
impairment if any, depreciation is provided on the revised carrying amount of the asset over its
remaining useful life. Previously recognised impairment loss is increased or reversed on changes in
internal /external factors.
5.6 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an qualifying
asset that necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalized as part of the cost of the respective asset. Capitalisation of borrowing cost is suspended in
the period during which the active development is delayed beyond reasonable time due to other than
temporary interruption. All other borrowing costs are expensed in the period they occur. Borrowing
costs consists of interest and other cost that an entity incurs in connection with the borrowing of funds.
5.7 Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured.

350
Toll collection
Revenue from toll collection is recognised on actual collection of revenue and in case of contractual
terms with certain customers the same is recognised on an accrual basis.
I nterest and dividend income
Interest income is recognised on a time proportion basis taking into account the amount outstanding
and the rate applicable. Dividends are recorded as and when the same is received.
5.8 Taxation
I ncome tax and deferred tax
Income tax expense comprises current income tax (i.e. amount of tax for the period determined in
accordance with the income tax law) and deferred tax charge or credit (reflecting the tax effects of
timing differences between accounting income and taxable income for the year) and reversal of timing
differences of earlier years. The deferred tax charge or credit and the corresponding deferred tax
liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted
by the Balance Sheet date. Deferred tax assets are recognized only to the extent there is reasonable
certainty that the assets can be realized in future; however; where there is unabsorbed depreciation or
carried forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual
certainty of realization of such assets. Deferred tax assets are reviewed at each Balance Sheet date and
written down or written up to reflect the amount that is reasonably/virtually certain (as the case may
be) to be realised.
The CBDT vide Circular No. 9/2014 dated clarified that expenditure incurred on development and
construction of infrastructure facilities like road / highways with right to collect toll is to be amortised
equally as an allowable business expenditure under the relevant positions of Income Tax Act, 1961.
The company relied on the above circular for calculating tax depreciation and tax provision.
Minimum alternate tax (MAT)
Minimum alternate tax (MAT) credit is recognised as an asset only when, and only to the extent there
is convincing evidence that the Company will pay normal income tax during the specified period for
which the MAT credit can be carried forward or set off against the normal tax liability. MAT credit
entitlement is reviewed at each Balance Sheet date and written down to the extent there is no
convincing evidence to the effect that the Company will pay normal income tax during the specified
period.
5.9 Earnings per share
Basic earnings per share is calculated by dividing the net profit/loss for the year attributable to the
equity shareholders by the weighted average number of equity shares outstanding during the period.
Diluted earnings per share is computed using the weighted average number of equity and dilutive
equity equivalent shares outstanding during the period except where the result would be anti-dilutive.
5.10 Employee benefits
i) Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are
classified as short-term employee benefits. Benefits such as salaries, wages, etc. and the
expected cost of ex-gratia are recognized in the period in which the employee renders the
related service.

351
ii) Post employment benefits
Defined contribution plans
The Company's contribution to defined contribution plans such as Provided Fund , Employee
State Insurance and Maharashtra Labour Welfare Fund are recognised in the Statement of
Profit and Loss on an accrual basis.
Defined benefit plans
Gratuity
The Companys gratuity benefit scheme is a defined benefit plan. The Companys net
obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of
future benefit that employees have earned in return for their service in the current and prior
periods; that benefit is discounted to determine its present value, and the fair value of any plan
assets is deducted.
The present value of the obligation under such defined benefit plan is determined based on
actuarial valuation using the projected unit credit method, which recognizes each period of
service as giving rise to additional unit of employee benefit entitlement and measures each
unit separately to build up the final obligation.
The obligation is measured at the present value of the estimated future cash flows. The
discount rates used for determining the present value of the obligation under defined benefit
plan, are based on the market yields on Government securities as at the Balance Sheet date.
When the calculation results in a benefit to the Company, the recognized asset is limited to the
net total of any unrecognized actuarial losses and past service costs and the present value of
any future refunds from the plan or reductions in future contributions to the plan. Actuarial
gains and losses are recognized immediately in the Statement of Profit and Loss.
5.11 Operating leases
Assets acquired under leases other than finance leases are classified as operating leases. The total lease
rentals (including scheduled rental increases) in respect of an asset taken on operating lease are
charged to the Statement of Profit and Loss on a straight line basis over the lease term unless another
systematic basis is more representative of the time pattern of the benefit.
5.12 I nvestments
Long term investments are valued at cost, less provision for other than temporary diminution in value,
if any. Current investments are valued at the lower of cost and fair value.
5.13 Provisions and contingencies
The Company recognises a provision when there is present obligation as a result of a past (or
obligating) event that probably requires an outflow of resources and reliable estimate can be made of
the amount of the obligation. A disclosure for the contingent liability is made when there is a possible
obligation or a present obligation that may, but probably will not, require an outflow of resources.
Where there is a possible obligation or a present obligation that the likelihood of outflow of resources
is remote, no provision or disclosure is made.

352
6. Capital commitments
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Estimated amount of contracts
remaining to be executed on capital
account (net of advances)
532.26 562.15 544.91 500.00 -

7. Claim
i) During the financial year 2013-14, one of the subsidiaries has preferred claims with National
Highways Authority of India (herein after referred as "NHAI") aggregating Rs 643.40
millions on account of loss of revenue and force majeure issues arising from non- compliance
of the Concession Agreement by NHAI. As NHAI is in the process of evaluating the claims
and arriving at mutually acceptable resolution to the same, the subsidiary has not recognised
the claim as income and/or reduced the liability in the financial statements. In the Three Chief
General Managers' Committee meeting held on 26 August 2014, NHAI has agreed that loss of
revenue as assessed by Indepedent Engineer shall be adjusted to the extent of outstanding
concession fees payable to NHAI.
ii) During the financial year 2013-14, one of the subsidiaries has recognised claims of Rs.77.44
millions receivable from National Highways Authority of India (herein after referred as
"NHAI") towards "Force Majeure" clause as per article 26.2(d) of the Concession Agreement
between the Company and NHAI on account of temporary injunction by Madurai bench of
Hon'ble Highcourt of Madras on collection of toll on certain vehicles in one of the toll plaza.
iii) During the financial year 2013-14, one of the subsidiaries has recognised claims of Rs 92.92
millions receivable from National Highways Authority of India (herein after referred as
"NHAI") towards "Force Majeure" clause of Article 26 of the Concession Agreement between
the Company and NHAI mainly on account of Seemandhra / Telangana Agitation.
8 Operating lease
The Company has entered into non - cancellable operating lease agreements for premises, which
expires at various dates over the next five years. Rent expenses debited to the Statement of Profit and
Loss as below:
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Rent expense- non
cancellable lease
agreements
0.76 0.69 0.61 0.02 -
Rent expense- others 0.60 1.52 1.63 1.63 0.82
Total 1.36 2.21 2.24 1.65 0.82

The future minimum lease payments in respect of these properties as on the year end is as below:
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Not later than one year 0.09 0.76 0.69 - -
Later than one year but not
later than five years
- 0.09 0.85 - -

353
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Later than five years - - - - -
Total 0.09 0.85 1.54 - -

9 Deferred tax assets/liabilities (net)
Components of deferred tax assets/liabilities (net) are as follows:
(Rs. in million)
Timing Difference on account of 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Deferred tax assets
Excess of depreciation on fixed assets
provided in accounts over
depreciation under income tax law
5.94 2.20 1.10 - 1.07
Provision for employee benefits 4.82 4.57 3.08 2.10 0.89
Carry forward business loss and
unabsorbed depreciation
1,484.68 1,011.71 458.81 51.41 (0.18)
Provision written back /Sundry
balances written off
- 5.30 (2.36) (3.29) (0.63)
1,495.44 1,023.78 460.63 50.22 1.15

Deferred tax liabilities
Excess of depreciation on fixed assets
provided in income tax law over
depreciation under accounts
739.45 533.03 338.03 99.56 -
739.45 533.03 338.03 99.56 -

Net deferred tax assets/(liabilities) 755.99 490.75 122.60 (49.34) 1.15

10 Earnings per share (EPS)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Restated (loss) after tax
attributable to equity
shareholders (A)
(1,175.36) (624.82) (551.07) (852.83) (12.71)
Number of equity shares
at the beginning of the
year
100,000,000 100,000,000 11,250,000 11,250,000 11,250,000
Equity shares issued
during the period
- - 88,750,000 - -
Number of equity shares
outstanding at the end of
the period/year
100,000,000 100,000,000 100,000,000 11,250,000 11,250,000
Weighted average
number of equity shares
outstanding during the
period (B)
100,000,000 100,000,000 42,117,486 11,250,000 11,250,000
Weighted average
number of equity shares
outstanding during the
period for the calculation
100,000,000 * * 11,250,000 11,250,000

354
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
of diluted earnings per
share (C)
Basic earnings per share
(Rs) [D = A/B]
(11.75) (6.25) (13.08) (75.81) (1.13)
Diluted earnings per
share (Rs) [E = A/C]
(11.75) * * (75.81) (1.13)
Nominal value per
equity share (Rs)
10 10 10 10 10

* Diluted earning per share has not been disclosed for the year ended 31 March 2013 and 2012 ,
since for these years, impact of conversion of potential equity shares ( share application money )
over the earnings per share was anti-dilutive.
11. Termination of the project
Two of the subsidiaries entered into a concession agreement with Himachal Pradesh Bus Stand
Development and Management Authority (herein referred to as 'authority') for carrying on the business
of development of bus terminal and commercial complexes on design, build, operate & transfer
(DBOT) basis in Una and Hamirpur. On 5th April 2014, both the subsidiaries served a termination
notice of the project to Himachal Pradesh Bus Stand Development and Management Authority under
Article 22.2 (Termination of concessionaire) of the concession agreement, primarily because of change
in scope of work and non availability of vacant possession of land required to execute the project.
Toll collection contract of one of the subsidiary with Maharashtra State Road Development
Corporation ('MSRDC') was terminated on 30 June 2014. The subsidiary is entitled for compensation
as per clause 31 of the Concession Agreement / Bid document entered by the subsidiary with MSRDC.
12 Employee benefits
The disclosures as required as per the revised Accounting Standard 15 are as under:
I) Defined contribution plan
i) Contribution to Provident Fund
ii) Contribution to Employees State Insurance Corporation
iii) Contribution to Maharashtra Labour Welfare Fund
The Group has recognised the following amounts in the Statement of Profit and Loss:
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
- Employers' Contribution to
Provident Fund
13.28 13.70 13.23 5.63 1.95
- Employers' Contribution to
Employees State Insurance
Corporation
11.17 12.68 10.80 4.48 1.82
- Maharashtra Labour
Welfare Fund
0.20 0.41 0.11 0.04 -
Total 24.65 26.79 24.14 10.15 3.77

II) Defined benefit plan

355
Gratuity
The Group has a defined benefit gratuity plan. Every employee who has completed five years
or more of service gets a gratuity on death or resignation or retirement at 15 days salary (last
drawn salary) for each completed year of service. The Group during the period/year provided
the following amounts towards gratuity in the Statement of Profit and Loss.
In accordance with the Accounting Standard 15 (Revised 2005), actuarial valuation has been
done in respect of defined benefit plan of gratuity based on the following assumptions:
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Discount rate 9.30% 7.95% 8.60% 8.45% 7.75%
Salary escalation rate 6.00% 5.00% 5.00% 5.00% 5.00%
Expected average
remaining lives of the
employees
4.48-9.56 5.21-9.39 8.96 - 9.13 9.13 7.78

(i) Change in present value of obligation
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Opening present value
of obligations
13.93 10.04 6.18 2.62 2.16
Interest cost 1.25 1.04 0.67 0.22 0.17
Current service cost 3.18 2.86 2.06 0.44 0.35
Past service cost - - - 0.25 -
Benefits paid (0.74) (0.05) (0.19) (0.04) (0.83)
Liabilities assumed on
acquisition / (settled
on divestiture)
0.05 0.07 - - -
Actuarial losses 0.01 (0.03) 1.32 2.69 0.77
Closing present value
of obligations
17.68 13.93 10.04 6.18 2.62

(ii) Amount recognised in the Balance Sheet
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Closing Present value of obligations 17.68 13.93 10.04 6.18 2.62
Closing Present value of plan assets - - - - -
Closing Net liability recognised 17.68 13.93 10.04 6.18 2.62



356
Classification into Current / Non-Current
The liability in respect of the plan comprises of the following non- current and
Current portion:
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Current 3.11 2.43 1.47 0.67 0.48
Non current 14.57 11.50 8.57 5.51 2.14
Total 17.68 13.93 10.04 6.18 2.62

(iii) Expenses recognised in the Statement of Profit and Loss
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Current service cost 3.18 2.86 1.89 1.29 0.35
Interest cost on benefit obligation 1.25 1.04 0.67 0.22 0.17
Net actuarial (gain)/ loss recognised
in the current year
0.02 (0.03) 1.32 2.69 0.77
Past Service cost - - - 0.25 -
Liabilities assumed on acquisition /
(settled on divestiture)
0.06 0.07 (0.02) - -
Expense recognised in the Statement
of Profit and Loss
4.51 3.94 3.86 4.45 1.29

The Estimates of future salary increases, considered in actuarial valuation, take
account of inflation, seniority, promotion and other relevant factors, such as supply
and demand in the employment market.
The Groups liability on account of gratuity is not funded and hence the disclosures
relating to the planned assets are not applicable.
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Experience
adjustments

Defined benefit
obligation
17.68 13.93 10.04 6.19 2.62
Plan assets - - - - -
(Deficit) (17.68) (13.93) (10.04) (6.19) (2.62)
Experience
adjustment on plan
liabilities
0.23 (0.24) 1.48 3.08 0.96
Experience
adjustment on plan
assets
- - - - -

13 Segment reporting
The Company is primarily engaged in the business of toll and octroi collection, which is the primary
business segment of the Company. The Company does not have any separate geographical segment

357
since all its operations are carried out in India. Hence, there are no separate reportable segments, as
required by 'Accounting Standard 17' on "Segment reporting" as prescribed by the Companies
(Accounting Standards) Rules, 2006 issued by the Central Government, in consultation with the
National Advisory Committee on Accounting Standards.


358
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure V : Restated Consolidated Statement of Reserves and Surplus
(Rs. in million)
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
A. Capital Reserve
At the commencement of the year - - - - -
Add : Addition during the year 0.12 - - - -
Closing Balance 0.12 - - - -


B. (Deficit) / surplus in the
Statement of Profit and Loss

At the commencement of the year (1,167.96) (543.14) 7.93 860.76 873.47
Pre-acquistion reserve and surplus
adjustment
521.98
Add : Restated (loss)/profit for the
year
(1,175.36) (624.82) (551.07) (852.83) (12.71)
Closing Balance (1,821.34) (1,167.96) (543.14) 7.93 860.76

Total (A+B) (1,821.22) (1,167.96) (543.14) 7.93 860.76
Notes:
1) The figures disclosed above are based on the restated consolidated summary statements of assets and
liabilities of the Company.
2) The above statement should be read with the notes to restated consolidated summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


359
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure VI- Restated Consolidated Statement of Non-Current Investments
(Rs. in million)
Particulars Numbers of shares/units As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
A. Trade
investments

(valued at cost)
In equity shares of
enterprises over
which significant
influence is
exercised by key
managerial
personnel

Unquoted, fully
paid up

Ideal Energy
Projects Limited,
equity shares of Rs
10 each
- 3,000,0
00
- 9,000,0
00
- - 30.00 - 90.00 -
A.J Toll Private
Limited, equity
shares of Rs 100
each
3,300 3,300 3,300 3,300 3,300 0.33 0.33 0.33 0.33 0.33


B.Other
investments

(valued at cost)
Jankalyan Sahakari
Bank Limited,
equity shares of Rs
10 each
4,000 4,000 4,000 4,000 4,000 0.04 0.04 0.04 0.04 0.04
Dombivli Nagari
Sahakari Bank
Limited, equity
shares of Rs.50 each.
11,000 1,040 - - - 0.55 0.05 - - -
The Kalyan Janata
Sahakari Bank
Limited, equity
shares of Rs 25 each.
40,000 - - - - 1.00 - - - -
Thane Janata
Sahakari Bank
Limited, equity
shares of Rs 50 each.
9,980 - - - - 0.50 - - - -
Jankalyan Sahakari
Bank Limited,equity
shares of Rs.50 each,
76,990 - - - - 3.85 - - - -

360
Particulars Numbers of shares/units As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
fully paid up
Mutual Fund
Investment (Quoted)
- - - - 200,000 - - - - -
Indiabulls
Infrastructure
Company Ltd,
equity shares. of Rs.
1,000 each
- - - 8,500,0
00
- - - - 850.00 -

Total 6.27 30.42 0.37 940.37 0.37

Notes:
1) The figures disclosed above are based on the restated consolidated summary statements of assets and
liabilities of the Company.
2) The above statement should be read with the notes to restated consolidated summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


361
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure VII- Restated Consolidated Statement of Current Investments
(Rs. in million)
Particulars Numbers of shares/units As at
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Non-trade
investments
(valued at lower
of cost and fair
value)

Investments in
quoted mutual
funds

IDFC Cash Fund
plan
11.423 9.026 26,249.
258
336,956
.54
- 0.01 0.01 27.79 3.57 -
IDFC Money
Manager Fund
Treasury Plan
- - 213.741 - 200,000 - - 0.00 - 2.00
Total 0.01 0.01 27.79 3.57 2.00

Notes:
1) The figures disclosed above are based on the restated consolidated summary statements of assets and
liabilities of the Company.
2) The above statement should be read with the notes to restated consolidated summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


362
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure VIII- Restated Consolidated Statement of Trade Receivables (unsecured, considered good)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Receivable outstanding for a period
exceeding six months from the date
they became due for payment
62.14 217.70 30.32 111.24 -
Other receivables 225.33 166.32 14.55 173.73 285.22
Total 287.47 384.02 44.87 284.97 285.22

Trade receivables due from related parties are as below:
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
from enterprises over which significant
influence is exercised by key
managerial personnel

Jan Transport - - 42.58 12.37 285.22
D S Enterprises 224.18 260.83 - 129.01 -
Virendra Builders - - - 140.08 -
Ideal Toll & Infrastructure Private Limited - - - 1.08 -
Total 224.18 260.83 42.58 282.54 285.22

Notes:
1) The figures disclosed above are based on the restated consolidated summary statements of assets and liabilities of the
Company.
2) The above statement should be read with the notes to restated consolidated summary Statements of Assets and
Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


363
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure IX- Restated consolidated Statement of Long-term Loans and Advances and Other Non-
Current Assets (unsecured, considered good)
(Rs. in million)
A Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Non-current portion Current portion
To related
parties:

Loans and
advances (refer
note A(i))
3,800.00 3,913.89 363.25 94.95 2.77 5.15 102.80 875.92 3,420.33 401.97
Mobilisation
advance (refer
note A(i))
1,617.30 1,679.64 - - - 141.76 70.00 - - -
Advance against
acquisition of
equity shares
(refer note (refer
note A (ii)and
(iii))
67.55 667.08 611.05 - - - - - - -
Capital
advances (refer
note A (i))
275.00 - - - - - - - - -

To parties other
than related
parties:

Capital advances 590.93 513.79 904.31 251.23 - - - - - -
Advances to
other parties
- - - - - - - - - -
Mobilisation
advance
842.10 - - 1,212.63 - 24.44 - - 30.00 -
Advance income
tax (net of
provision for tax)
153.94 97.86 206.03 192.51 40.56 - - - - -
Balance due
from government
authorities
- 0.06 - - - - - - - -
Loans to
employees
0.04 2.86 3.71 2.08 1.58 4.61 2.90 2.46 0.04 0.05
Prepaid expenses 42.15 31.12 35.61 0.09 - 96.22 74.09 5.85 4.43 97.20
Performance
security
124.75 115.14 530.44 376.58 7.71 406.07 649.42 656.11 403.26 1,176.82
Other security
deposits
6.63 5.90 5.74 5.24 0.03 0.24 0.14 0.18 0.32 -
Total 7,520.39 7,027.34 2,660.14 2,135.31 52.65 678.49 899.35 1,540.52 3,858.38 1,676.04


364
A(i)- Loans and advances to related parties
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Non-current portion Current portion
To holding company
-Advance to Ideal Toll &
Infrastructure Private
Limited
- - 70.66 1.12 1.18 - - - - 7.81
-Capital advance to Ideal
Toll & Infrastructure
Private Limited
275.00 - - - - - - - - -
-Mobilisation advance to
Ideal Toll & Infrastructure
Private Limited*
1,617.30 1,679.64 - - - 141.76 70.00 - - -
*MEP Infrastructure
Private Limited
(subsidiary company) has
given mobilisation
advance towards the long
term maintenance contract
for maintenance of
specified flyovers and
allied structures as
mentioned in the
Concession Agreement
entered by the Company
with MSRDC.

- Loan to Ideal Toll &
Infrastructure Private
Limited
3,750.00 3,758.19 7.50 - - - - - 4.50 -

To enterprises over
which significant
influence is exercised by
key managerial
personnel

A J Tolls Private Limited 50.00 45.28 80.50 0.37 - - - - 897.31 79.36
Anuya Enterprises - - - - - - 8.66 339.54 341.55 213.00
Ideal Infoware Private
Limited
- - - - - - 1.45 150.00 150.00 -
Jan Transport - 90.30 90.66 90.66 - - - - 1,277.60 -
IEPL Power Trading
Company Private Limited
- 6.92 15.35 - - - - - 234.06 -
Ideal Energy Projects
Limited
- 1.94 - 2.80 1.59 2.00 - - -
Rideema Enterprises - 11.26 2.82 - - 3.15 12.69 386.37 379.35 -
Raima Manpower &
Consultancy Services
Private Limited

- - - - - - - 0.01 0.01 -
Sudha Production - - 0.76 - - - - - -
Maask Entertainment
Private Limited
- - 0.98 - - - - - -

365
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Non-current portion Current portion
Jan Transport - - - - - - 80.00 - 50.16 -

To key managerial
personnel

Anuya Mhaiskar - - 92.80 - - - - - 85.79 101.80
Jayant Mhaiskar - - 1.22 - - - - - - -
5,692.30 5,593.53 363.25 94.95 2.77 146.91 172.80 875.92 3,420.33 401.97

A(ii)- Advance against acquisition of the equity shares
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
To enterprises over which
significant influence is exercised by
key managerial personnel

MEP Toll Gates Private Limited 0.02 0.01 - - -
Ideal Hospitality Private Limited 9.00 11.00 - - -
Ideal Energy Projects Limited 0.05 45.00 - - -
MEP RGSL Toll Bridge Private
Limited
- 0.01 - - -
MEP Highway Solutions Private
Limited
- 0.01 - - -
Total 9.07 56.03 - - -

Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
A(iii) - Advance to Ideal Toll &
Infrastructure Private Limited
(holding company) for acquisition of
its equity holding in MEP
Infrastructure Private Limited
(subsidiary company)
58.48 611.05 611.05 - -

Other non-current assets
B Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Fixed deposits with banks with
maturity period more than twelve
months from reporting date
214.23 256.44 745.10 743.64 -
Interest accrued but not due 5.23 7.03 7.98 11.90 -
219.46 263.47 753.08 755.54 -

Notes:
1) The figures disclosed above are based on the restated consolidated summary statements of assets and
liabilities of the Company.

366
2) The above statement should be read with the notes to restated consolidated summary Statements of
Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


367
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure X Restated Consolidated Statement of Short-term Loans and Advances and Other Current
Assets (unsecured, considered good)
A. Short-term loans and advances
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
To related parties
Current portion of long term
loans and advances (refer note
A(i) of Annexure IX)
146.91 172.80 875.92 3,420.33 401.97
Advance consideration for
acquisition of preference shares (
refer note A(i))
200.00 398.94 900.00 - -

To parties other than related
parties

Current portion of long term
loans and advances (refer
current portion in Annexure IX)
531.58 726.55 664.60 438.05 1,274.07
Advances recoverable in cash or
kind
6.97 259.64 4,074.16 2,123.67 58.25
Advance to Suppliers 29.22 0.50 0.62 223.55 -
Balance with government
authorities
0.45 - - - -
Advances for authority payment 1.82 20.49 3.90 - -
Total 916.94 1,578.92 6,519.20 6,205.60 1,734.29

A (i) - Advance against acquisition of the preference shares
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
To enterprises over which
significant influence is
exercised by key managerial
personnel

A J Tolls Private Limited - 98.94 600.00 - -
Ideal Hospitality Private Limited 200.00 300.00 300.00 - -
Total 200.00 398.94 900.00 - -

B. Other current assets
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Interest Receivable
-accrued on fixed deposits 37.38 32.05 36.13 4.59 0.90
-accrued on loans to related
parties
112.88 24.76 87.55 13.38 -
Claim Receivable 170.35 - - - -


368
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Total 320.61 56.81 123.68 17.97 0.90

Notes:
1) The figures disclosed above are based on the restated consolidated summary statements of assets and
liabilities of the Company.
2) The above statement should be read with the notes to restated consolidated summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


369
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XI - Restated Consolidated Statement of Long-Term Borrowings
(Rs. in million)
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Long-term borrowings
Term loans (secured)
From bank:
Non-current portion 6,310.86 6,302.66 6,548.89 4,999.38 -
Current maturities 1,110.83 989.88 781.77 327.66 149.99
7,421.69 7,292.54 7,330.66 5,327.04 149.99
From financial institutions:
Non-current portion 22,297.89 22,742.19 23,115.27 21,392.29 -
Current maturities 500.73 373.04 277.03 4,735.21 -
22,798.62 23,115.23 23,392.30 26,127.50 -
Less: Current maturities disclosed under
the head "Other current liabilities"
1,611.56 1,362.91 1,058.80 5,062.86 149.99
Total (A) 28,608.75 29,044.86 29,664.16 26,391.68 -

Vehicle loans (secured)
From bank:
Non-current portion 38.58 1.65 1.53 1.12 -
Current maturities 12.73 1.69 0.92 0.52 -
51.31 3.34 2.45 1.64 -
From financial institutions:
Non-current portion 0.30 5.99 13.22 14.86 -
Current maturities 1.87 8.76 8.84 7.42 -
2.17 14.75 22.06 22.28 -
Less: Current maturities disclosed under
the head "Other current liabilities"
14.61 10.45 9.76 7.94 -
Total (B) 38.87 7.64 14.75 15.98 -

Commercial equipment loans
From bank:
Non-current portion 15.00 - - - -
Current maturities 3.55 - - - -
18.55 - - - -
Less: Current maturities disclosed under
the head "Other current liabilities"
3.55 - - - -
Total (C) 15.00 - - - -


Unsecured loans
From holding company:
Non-current portion - 75.51 184.71 - -
Current maturities - - 121.79 - -
- 75.51 306.50 - -
Loans from related parties:
Non-current portion - - - 14.73 -

370
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Current maturities - - - 0.20 -
- - - 14.93 -

Less: Current maturities disclosed under
the head "Other current liabilities"
- - 121.79 0.20 -
Total (D) - 75.51 184.71 14.73 -
Total (A)+(B)+(C)+(D) 28,662.62 29,128.01 29,863.62 26,422.39 -

Notes:
1) The figures disclosed above are based on the restated consolidated summary statements of assets and
liabilities of the Company.
2) The above statement should be read with the notes to restated consolidated summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.
Financial year ended 31 March 2014
3) Term loans taken by MEP Infrastructure Developers Private Limited
A) Term loans include loan from a bank amounting to Rs 749.54 millions as on 31 March 2014 which is
secured by way of first charge of hypothecation / assignment / security interest on escrow account of
the projects financed and also, by pledge of 500,000 equity shares and negative lien on 250,000 equity
shares from IRB Infrastructure Developers Private Limited held by the promoters of the Company.
Further, the term loan is also secured by corporate guarantee given by Ideal Toll & Infrastructure
Private Limited, the holding company and personal guarantee given by Mr. J.D. Mhaiskar & Mr. D.P.
Mhaiskar, Directors of the Company. The term loan carries an interest rate calculated on base rate of
the bank plus a spread of 300 basis points. The term loan is repayable in two equal installments of Rs
375.00 millions from 1 March 2014. Further interest in the event of default in payment will be charged
at base rate of the bank plus a spread of 300 basis points computed from the due dates and shall
become payable upon the footing of compounding interest with monthly rest.
B) Term loans include loan from a bank amounting to Rs 85.00 millions as on 31 March 2014 which is
secured by way of assignment / hypothecation of receivables to be generated from the Toll collection
account of the projects financed.
Further, the term loan is also secured by corporate guarantee given by Ideal Toll & Infrastructure
Private Limited, the holding company and personal guarantee given by Mr. J.D. Mhaiskar, Director of
the Company. The term loan carries an interest rate of 13% p.a. The term loan is repayable in 35
unequal monthly installments commencing from the date of first disbursement. Prepayment charges
shall be charged @ 1.00% of the prepaid amount and in case of take out finance, it will be @ 2.00% of
the prepaid amount. Penal Interest shall be charged @ 2.00% p.a. for the installment/interest arrears.
4) Term loan taken by subsidiaries
MEP Infrastructure Private Limited
A) Term loans include loan amounting to Rs 21,195.15 millions as on 31 March 2014 taken from a
consortium consisting of a bank and various financial institutions.The loan is secured by a first pari-
passu charge as below:
a) on entire cash flows, receivables, book debts, toll collection (from the project) and revenues of the
borrower;

371
b) by way of hypothecation of entire movable properties of the Company, (including movable plant
and machinery, machinery, spares, tools and accessories, furniture, fixtures, vehicles, inventories
and all other movable properties);
c) entire intangible assets of the borrower, including but not limited to, goodwill and uncalled capital,
if any;
d) by way of hypothecation / mortgage / assignment, as the case may be of all the rights, title,
interest, benefits, claims and demands; and
e) on the Trust and Retention Account, escrow account and debt service reserve.
Further, the term loan is also secured by additional collateral as below :
a) 51% pledge of share capital of the Company held by MEP Infrastructure Developers Private
Limited, the holding company and Ideal Toll & Infrastructure Private Limited, the ultimate
holding company; and
b) corporate guarantees jointly given by MEP Infrastructure Developers Private Limited, the
holding company and Ideal Toll & Infrastructure Private Limited, the ultimate holding
company;
The term loan from the consortium carries interest rate calculated on the base rate of the respective
financial institutions and bank and a spread ranging from 1.00% - 2.50% p.a.
Of the above, term loan from a bank and two financial institutions, are repayable in 312 structured
fortnightly installments commencing from 1 October 2011 and a term loan from the other
financial institution is repayable in 109 monthly installments commencing from 1 October 2012.
Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific
instances as specified in the loan agreement. In case of default in payment, the defaulted amount
shall carry a further interest @ 1.00% over and above the applicable interest rate. The defaulted
amount shall also carry liquidated damages @ 1.00% p.a. for the period of default.
B) Apart from the above, the Company has taken another term loan from one of the the consortium
lenders of Rs 3,997.46 millions as on 31 March 2014 which are secured as mentioned above.
The loan carry interest rate calculated on the base rate of the bank plus a spread of 2.50% p.a.
The loan is repayable in 324 structured fortnightly installments commencing from 1 October 2011.
Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific
instances as specified in the loan agreement. In case of default in payment, the defaulted amount shall
carry a further interest @ 1.00% over and above the applicable interest rate. The defaulted amount
shall also carry liquidated damages @ 1.00% p.a. for the period of default.
C) Term loans also include a loan from a financial institution amounting to Rs 1,999.25 millions as on 31
March 2014 which is secured by way of first charge on debt service reserve account (refer note 17) and
by way of second charge as below:
a) on entire cash flows, receivables, book debts, toll collection (from the project) and revenues of the
borrower;
b) by way of hypothecation of entire movable properties of the company, (including movable plant
and machinery, machinery, spares, tools and accessories, furniture, fixtures, vehicles, Inventories
and all other movable properties);

372
c) entire intangible assets of the borrower, including but not limited to, goodwill and uncalled capital,
if any;
d) by way of hypothecation / mortgage / assignment, as the case may be of - all the rights, title,
interest, benefits, claims and demands;
e) the Trust and Retention Account, escrow account; and
Further, the term loan is secured by corporate guarantees jointly given by MEP Infrastructure
Developers Private Limited, the holding company and Ideal Toll & Infrastructure Private Limited, the
ultimate holding company and personal guarantee given by Mr. Jayant D. Mhaiskar, Director of the
Company. The interest rate on the term loan is the existing prime lending rate less 2.75% p.a. The loan
is repayable in 156 monthly instalments commencing from 1 July 2012.
Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific
instances as specified in the loan agreement. Penal interest shall be @ 2.00% p.a. over and above the
applicable interest rate of the outstanding amount of facility.
Raima Ventures Private Limited
Term loans include loan from a financial institution amounting to Rs 603.63 millions as on 31 March
2014 which is secured by way of first charge as below :
a) by way of hypothecation of entire movable properties of the Company both present and future
including movable plant and machinery and all other movable properties of what so ever nature;
b) on entire cash flows receivables on book debts and revenues of the Company both present and
future;
c) on entire intangible assets of the Company including but not limited to goodwill and uncalled
capital both present and future;
d) hypothecation / mortgage assignment as the case may be of all the rights title, interest, benefits,
claims and demands what so ever of the Company in the project document (including but not
limited to insurance contracts);
e) on the Trust and Retention Account, Debt Service Reserve Account and any other reserves and
other bank accounts of the Company wherever maintained.
Further, the term loan is secured by corporate guarantee jointly given by the holding Company, MEP
Infrastructure Developers Private Limited and and Ideal Toll & Infrastructure Private Limited, the
ultimate holding company. The term loan carries benchmark rate of 8.45 % p.a plus spread of 1.90 %
p.a. The loan is repayable in 112 structured fortnightly installments as per repayment schedule
commencing from 1 November 2010.
Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific
instances as specified in the loan agreement. In case of default in payment, the defaulted amount shall
carry a further interest @ 1.00% over and above the applicable interest rate. The defaulted amount
shall also carry liquidated damages @ 2.00% p.a. for the period of default.
Baramati Tollways Private Limited
Term loans include loan from a bank amounting to Rs.541.56 millions as on 31 March 2014 which is
secured by a first charge as below;
a) by assignment of all revenues and receivables of the borrower from the project or otherwise;
b) by mortgage of leasehold rights over the property at vacant plot admeasuring 8.4 hector;

373
c) on escrow account;
d) by all the movable and immovable assets including receivables, both present and future, of the
Company;
e) entire intangible assets of the borrower, including but not limited to, goodwill and uncalled
capital; and,
f) on assignment in favour of the bank of all the right title, interest, benefits, claims and demands
whatsoever of the Company in any letter of credit, guarantee, performance bond provided by any
party to the project documents;
Further, the term loans are also secured as below:
30% pledge of share capital of the Company held by Rideema Toll Private Limited, the holding
Company and ;
corporate guarantees jointly given by Rideema Toll Private Limited, the holding company and MEP
Infrastructure Developers Private Limited, the ultimate holding company of the subsidiary;
The above term loan carry interest rate calculated on base rate of bank 2.50% p.a above base rate.
The loan is repayable in 39 unequal quarterly installments commencing from September 2012.
Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific
instances as specified in the loan agreement. Penal interest shall be @ 2.00% on the overdue amount.
MEP Nagzari Toll Road Private Limited
Term loans include loan from a bank amounting to Rs 51.48 millions as on 31 March 2014 which is
secured by way of first charge of hypothecation / assignment / security interest on the escrow account
of the projects financed.
Further, the term loan is also secured by corporate guarantee from MEP Infrastructure Developers
Private Limited, the holding company and personal guarantees given by Mr. J.D. Mhaiskar and Mrs.
Anuya J. Mhaiskar, Directors of the Company, and some of the relatives of the directors.
The term loan carries an interest rate of 13.5% pa. The term loan is repayable in 32 monthly unequal
installments.commencing from the month of disbursement of term loan.
Prepayment charges shall be charged @ 2.00% of the outstanding amount of facility. Penal interest
shall be @ 2.00% of the overdue amount over and above the applicable interest rate.
MEP Chennai Bypass Toll Road Private Limited
Term loan includes loan from a bank amounting to Rs.56.43 millions as on 31 March 2014 which is
secured as below:
i) a first pari-passu charge on entire cash flows, receivables, book debts, toll collection (from the
project) and revenues of the company
ii) by way of hypothecation of entire movable properties of the Company, (including movable plant
and machinery, machinery, spares, tools and accessories, furniture, fixtures, vehicles, inventories
and all other movable properties);
iii) a first mortgage and charge on entire immovable properties of the Company
iv) corporate guarantees given by MEP Infrastructure Developers Private Limited, the holding

374
company and personal Guarantee by Mr. Jayant Mhaiskar.
v) pledge of 20% shareholding held by MEP Infrastructure Developers Private Limited
The loan carries an interest rate calculated on the base rate of the bank plus 2.50% p.a.
The loan is repayable in 28 structured monthly installments commencing with a mortorium of 3
months from August 2013.
Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific
instances as specified in the loan agreement, Penal interest shall be @ 1.00% p.a. of the total
outstanding amount of facility.
MEP Hyderbad Bangalore Toll Road Private Limited
Term loan includes loan from a bank amounting to Rs. 332.84 millions as on 31 March 2014 which is
secured by as below :
i) a first pari passu charge on entire cash flows, receivables, book debts, toll collection (from the
project) and revenues of the borrower;
ii) a first pari passu charge by way of hypothecation of entire movable properties of the Company,
(including movable plant and machinery, machinery, spares, tools and accessories, furniture,
fixtures, vehicles, inventories and all other movable properties);
iii) Immovable Residential House property situated in Pune, owned by promoters.
iv) corporate guarantees given by MEP Infrastructure Developers Private Limited, the holding
company and personal Guarantees by Mr. Jayant Mhaiskar and Mrs. Anuya Mhaiskar, directors of
the company;
v) pledge of 30% shares of the promoters of the Company
The loan carries an interest rate calculated on the base rate of the bank plus a spread of 2.30% p.a.
The loan is repayable in 16 structured Quarterly installments commencing from 31st March 2014.
Prepayment charges shall be as per the prevailing rules of the bank, except for certain specific
instances as specified in the loan agreement. Penal interest shall be 2.00% p.a. on the over and above
the interest rate as above on the overdue amount payable.
MEP RGSL Toll Bridge Private Limited
Term loans include loan from banks amounting to Rs. 478.45 millions as on 31 March 2014 which are
secured by a first pari-passu charge as follow:
a) on escrow on the entire cash flow, toll collections, revenue/receivable (from the project) of the
borrower.
b) by way of hypothecation of entire movable properties of the Company, (including movable plant
and machinery, machinery, spares, tools and accessories, furniture, fixtures, vehicles, inventories
and all other movable properties);
c) by way of hypothecation / mortgage / assignment, as the case may be of all the rights, title,
interest, benefits, claims and demands; and

375
d) Corporate guarantee of MEP Infrastructure Developers Private Limited, the holding company and
personal guarantee given by Mrs. Anuya Mhaiskar and Mr. Jayant Mhaiskar, directors of the
Company and some of the relative of the directors
The term loans carry an interest rate of 12.00% p.a.
Term loan of Rs 248.45 millions as on 31 March 2014 is repayable in 36 unequal monthly installments
after the moratorium period of three months from the date of first drawdown.
Out of the above, term loan of Rs.188.45 million carries prepayment charges @ 3.25% on the
outstanding amount of facility in case of take out finance. Penal interest of 3.25% over the prevailing
rate of interest shall be charged in the event of default in repayment of interest or installment.
Out of the above, term loan of Rs. 60.00 million carries prepayment charges as specified in the loan
agreement. Penal interest @ 2.00% p.a. shall be charged for the interest / installment in arrears.
Term loan of Rs 150.00 millions as on 31 March 2014 and Rs. 80.00 millions as on 31 March 2014 are
repayable in 36 unequal monthly installments and 33 unequal monthly installments respectively from
the date of first drawdown.
Out of the above, term loan of Rs. 80.00 millions carries prepayment charges @ 1.00% of the prepaid
amount except for certain specific instances as specified in the loan agreement. Penal interest @ 1.00%
shall be charged on the total outstanding amount of the facility in case of default.
Out of the above, term loan of Rs. 150.00 millions carries prepayment charges @ 2.00% of balance
amount of outstanding before prepayment. Penal interest @ 2.00% shall be charged on the defaulted
amount of the facility in case of default.
Raima Toll Road Private Limited
Term loans include loan from a bank amounting to Rs.129.50 millions as on 31 March 2014 which is
secured as below :
i) a first pari-passu charge by way of hypothecation on entire movable assets of the company
ii) a first charge by way of hypothecation, on the companys cash flows and receivables including
revenues of the company.
iii) a first charge on all intangibles including but not limited to goodwill and uncalled capital,
iv) a first charge on the Escrow account, DSRA and any other reserves and other bank accounts of
the Company.
v) a first pari-passu charge by way of hypothecation, on the cash flows and receivables of MEP
Hyderabad Bangalore Toll Road Private Limited (fellow subsidiary company) including revenues
of MEPHBTRPL.
vi) a first pari-passu charge on the cash flows and receivables of MEP Chennai Bypass Toll Road
Private Limited (fellow subsidiary company) including revenues of MEPCBTRPL.
vii) Pledge of 30% shares of the Company
viii) Corporate guarantees given by MEP Infrastructure Developers Private Limited, the holding
company and personal Guarantee by Mr. Jayant Mhaiskar, director of the company.
The loan carries an interest rate calculated on the base rate of the bank plus a spread of 2.75% p.a.
The loan is repayable in 28 unequal monthly installments commencing from December 2013.

376
Prepayment charges shall be charged @ 1.00% of the prepaid amount except for certain specific
instances as specified in the loan agreement. Penal interest shall be charged @ 1.00% p.a. of the total
outstanding amount of facility.
5) Vehicle loans
A) Vehicle loans from various banks of Rs 51.32 millions as on 31 March 2014 carry interest rate ranging
from 9.68% - 12.52% p.a. The loans are repayable in 35-36 monthly installments along with interest,
from the date of disbursement of loan. The loans are secured by way of hypothecation of the respective
vehicles.
B) Vehicle loans includes loan from a various financial institutions of Rs 2.17 millions (previous year : Rs
14.76 millions) carry interest rate ranging from of 9.25% - 12.34% p.a. The loans are repayable in 35 -
59 monthly instalments along with interest, from the date of disbursement of loan. The loans are
secured by way of hypothecation of the respective vehicles.
6) Commercial equipment loan
MEP Hyderbad Bangalore Toll Road Private Limited
Commercial Equipment loans from various banks of Rs.18.56 millions as on 31 March 2014 are secured as
below;
i) First charge in favour of the Bank by way of Hypothecation of commercial equipments of the
company.
ii) Personal Guarantee by Mr. Jayant Mhaiskar, director of the company.
iii) The loan carry a fixed interest rate of 11.5% on reducing balance
iv) The loans are repayable in 35-36 monthly installments along with interest, from the date of
disbursement.
MEP Infrastructure Developers Private Limited, the holding company is also a co-borrower.
Penal interest shall be charged @ 24.00% p.a. on the delayed payments.
7) Unsecured loans
Interest free unsecured loan is received from Ideal Toll & Infrastructure Private Limited (Holding
Company) of Rs 75.51 millions as on 31 March 2014 is repayable in equal installments on the 8th ,9th and
10th year of the loan.


377
Annexure XII- Restated Consolidated Statement of Long-term Provisions and Other Non- Current
Liabilities
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Gratuity payable 14.57 11.50 8.57 5.52 2.14
Provision for income tax (net of advance tax) - - - - -
Total 14.57 11.50 8.57 5.52 2.14
Notes:
1) The figures disclosed above are based on the restated unconsolidated summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated unconsolidated summary Statements of
Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


378
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XIII- Restated Consolidated Statement of Short-term borrowings Trade Payables, Other
Current Liabilities and Short-Term Provisions
A Short-term borrowings
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Short term loan
- from banks 290.34 - - - -

Working capital loan (secured)
- from banks 53.65 164.04 59.80 135.61 1,107.25
- from financial institutions - - 100.00 120.03 -

Loans repayable on demand (secured)
- from banks 999.46 200.00 - - -

Unsecured
-from related parties (refer note A(i)) 42.85 23.90 288.51 1,004.80 24.42
-from Share holders 0.48 0.48 0.48 0.48 -
Total 1,386.78 388.42 448.79 1,260.92 1,131.67

A(i) Unsecured short term borrowings from related party
(Rs. in million)
Particulars As at
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Ideal Toll & Infrastructure Private
Limited (holding company)
40.65 21.90 - 689.48 24.42
Enterprises over which
significant influence is exercised
by key managerial personnel

Anuya Enterprises - - 19.79 34.80 -
Jan Transport - - 6.01 30.52 -
IEPL Power Trading Company
Limited
- - 250.00 250.00 -
Key Managerial Personnel
Jayant Mhaiskar 2.20 2.00 12.71 - -
Total 42.85 23.90 288.51 1,004.80 24.42

Notes
1) The above statement should be read with the notes to restated Consolidated summary Statement of Assets
and Liabilities, Profit and Loss and Cash Flow as appearing in Annexure IVA, IVB & IVC.



379
Financial year ended 31 March 2014
2) Short -term loan taken by MEP Infrastructure Developers Private Limited
Term Loans include loan from a bank amounting to Rs 23.68 millions (previous year : Nil) which is
secured as below :
a) assignment / hypothecation of receivables to be generated from the Toll collection account of the
projects financed;
b) Personnel Guarantee given by Mr. Jayant D. Mhaiskar & Mr. Dattatray P. Mhaiskar, directors of the
Company;
c) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, the holding company;
The term loan carries an interest rate of 2.35% p.a. below the Bank's Prime Lending Rate subject to
minumum of 13% p.a.
The loan is repayable in 12 equal monthly installments from the date of first drawdown.
Penal interest shall be charged @ 2.00 p.a. on non-compliance of terms and prepayment charges @ 2.00%
shall be charged on the outstanding dues in case of take over by any financial institution/bank.
3) Short -term loan taken by subsidiaries
Rideema Toll Bridge Private Limited
Term loans include loan from a bank amounting to Rs 2,66.67 millions (previous year : Rs Nil) which is
secured by way of first charge as below:
a) by way of hypothecation on all the company's cash flows and receivables deposited in escrow account
after meeting the priorities as provided in the escrow agreement & concession agreement;
b) on entire movable assets of the company current & future;
c) by way of assignment of toll collection right awarded by Hoogly river bridge commissioners at
Vidyasagar Setu, Kolkata;
d) corporate guarantee given by MEP Infrastructure Developers Private Limited the holding company and
personal guarantee given by Mr. Jayant D. Mhaiskar.
Term loan carries interest rate of 12.50% p.a and is repayable in 12 monthly equal installments after 2
months from the month of disbursement.
Penal interest shall be 2.00% p.a. on the over and above the applicable interest rate on the overdue amount
payable.
4) Working capital loans taken by subsidiaries
MEP IRDP Solapur Toll Road Private Limited
Term loans inclue loan from a bank amounting to Rs 53.65 millions as on 31 March 2014 which is secured
by way of first charge of hypothecation / assignment / security interest on the escrow account of the
projects financed.
Further, the term loan is also secured by corporate guarantee from MEP Infrastructure Developers Private
Limited, the holding company and personal guarantees given by Mr. Jayant Mhaiskar and Mrs. Anuya
Mhaiskar, directors of the Companysome of the relatives of the directors

380
The term loan carry interest rate of 13.5% pa. The term loan is repayable in 12 equal monthly instalments.
Prepayment penalty shall be charged @ 2.00% of the prepaid amount and penal interest shall be 2.00% on
the overdue amount.
5) Loan repayable on demand
MEP Infrastructure Developers Private Limited
A) Loans repayble on demand include an overdfrat facility from a bank amounting to Rs 500.00 millions
as on 31 March 2014 from a bank secured as below:
(a) First charge / hypothecation / assignment of security interest on Escrow account;
(b) Personnel Guarantee given by Mr. J.D. Mhaiskar & Mr. D.P. Mhaiskar, directors of the Company;
(c) Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (holding company);
(d) Loan carries an interest rate calculated on the base rate of the bank and a spread of 3% p.a.
B) Loans repayble on demand include an overdfrat facility from a bank amounting to Rs 499.46 millions
as on 31 March 2014 from a bank secured as below:
(a) First charge / hypothecation / assignment of security interest on Escrow account; (b) First charge
by way of hypothecation of all the movable assets, present and future, of the projects financed.
(c) First charge on receivable of the projects financed. (d) Personnel Guarantee given by Mr. J.D.
Mhaiskar, director of the Company;
Corporate guarantee given by Ideal Toll and Infrastructure Private Limited, (holding company);
Loan carries an interest rate calculated on the base rate of the bank and a spread of 2.25% p.a.
Penal interest @ 2.00% shall be charged on the overdue amounts.
6) Unsecured loans
A) Interest free unsecured loan from Ideal Toll & Infrastructure Private Limited (Holding Company) of Rs
40.65 millions as on 31 March 2014 which is repayable on demand and;
B) Interest free unsecured loan from Mr. Jayant Mhaiskar (relative of director of the Company) of Rs 2.20
millions as on 31 March 2014 which is repayable on demand.
C) Interest free unsecured loan from Pratibha Industries (shareholder of the company) of Rs. 475 millions
as on 31 March 2014 which is repayable on demand.
B Trade payables - Related party
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Trade payable towards goods purchased and
services received

- dues of micro enterprises and small enterprises 0.06 0.53 - - -
- other creditors 1,464.93 221.54 241.07 93.31 8.40

Total 1,464.99 222.07 241.07 93.31 8.40

381

C Other current liabilities
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Current maturities of long-term borrowings 1,629.72 1,373.36 1,190.35 5,071.00 149.99
Current maturities of long-term Liabities 522.00 - - - -
Interest accrued but not due on borrowings 110.99 138.17 117.57 179.70 13.05
Employee benefits expense payable 54.79 42.98 26.99 14.23 2.38
Interest accrued and due 667.60 438.17 4.15 3.67 -
Share application money - 790.98 75.60 - -
Statutory dues payable
- Tax deducted at source 34.33 16.47 85.43 96.73 0.57
- Provident fund 2.16 1.64 0.86 1.22 0.36
- Profession tax 0.50 0.48 0.43 0.26 0.07
- Others 3.94 1.92 1.64 2.28 0.21
Other liabilities 89.38 38.74 172.00 118.66 14.02
Total 3,115.41 2,842.91 1,675.02 5,487.75 180.65

D Short -term provisions
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Gratuity payable 3.11 2.43 1.47 0.67 0.48
Compensated absenses - - - - -
Wealth tax payable 0.30 0.29 0.31 0.42 0.31
Total 3.41 2.72 1.78 1.09 0.79

Notes:
1) The figures disclosed above are based on the restated unconsolidated summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated unconsolidated summary Statements of
Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


382
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XIV- Restated Consolidated Statement of Income and Expenses
A Revenue from Operations
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Sale of services
- Toll and Octroi Collection 11,979.05 12,800.27 10,800.76 4,491.33 3,283.13

Other operating revenue
- Road repair and maintenance - - 0.36 2.49 -

Total 11,979.05 12,800.27 10,801.12 4,493.82 3,283.13

B Operating and maintenance expenses
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Concession fees to authority 7,376.29 7,834.86 6,242.27 3,075.24 3,100.79
Road repairing and maintenance
expenses
372.70 210.91 135.90 60.06 13.79
Maintenance cost paid to authority 11.69 - - - -
Toll, Octroi and site attendant
expenses
98.12 129.00 174.94 51.87 8.31
Site Expenses 2.24 17.34 16.99 18.84 3.66
Other operational expenses 128.69 121.17 104.57 8.86 0.09
Supervision and independent
engineer fees to authority
25.60 19.59 4.29 - -
Total 8,015.33 8,332.87 6,678.96 3,214.87 3,126.64

C Employee Benefits
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Salaries, wages and bonus 419.35 432.63 338.43 124.28 50.21
Contribution to provident funds 24.65 26.79 24.14 10.15 3.77
Gratuity expenses 4.51 3.94 3.86 4.45 1.29
Staff welfare expenses 50.07 61.85 46.44 14.93 4.29

Total 498.58 525.21 412.87 153.81 59.56


383
D Finance costs
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Interest expenses
- from banks 957.50 901.59 703.05 231.34 30.12
- from financials institutions 2,745.86 2,810.77 2,949.52 881.84 12.34
- from others 0.04 - 20.72 3.47 -

Other borrowing cost
-Loan foreclosure charges 1.44 6.74 - - 2.00
-Bank guarantee and commission 32.08 22.21 25.60 16.28 2.41
-Processing fees 60.16 23.73 66.99 165.69 6.49

Total 3,797.08 3,765.04 3,765.88 1,298.62 53.36

E Other expenses
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Rates and taxes 7.11 9.42 3.66 4.37 4.08
Director Remuneration 49.83 18.38 0.86 0.21 -
Insurance 5.43 3.17 1.38 0.64 4.12
Legal consultancy and
professional fees
61.50 46.09 71.16 256.35 10.62
Travelling expenses 68.35 79.93 58.67 21.80 5.00
Business promotion and
advertisement expenses
4.69 62.98 20.84 3.63 3.39
Repairs & Maintenance
- Machinery 5.03 6.65 - - -
- Computers 4.44 6.95 7.49 2.91 0.52
- Others 7.37 4.38 5.83 20.63 3.73
Auditors remuneration 4.55 2.82 0.67 0.42 0.12
Miscellaneous Expenses 39.50 52.89 48.83 40.45 10.56

Total 257.80 293.66 219.39 351.41 42.14

Notes:
1) The figures disclosed above are based on the restated unconsolidated summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated unconsolidated summary Statements of
Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


384
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XV- Restated Consolidated Statement of Other Income
(Rs. in million)
Particulars 31
March
2014
31
March
2013
31
March
2012
31
March
2011
31
March
2010
Nature:
Recurring
/non-
recurring
Related/N
ot related
to business
activity
Interest income
- from fixed deposits 102.77 88.58 86.78 37.40 8.14 Recurring Related
- from loans to
related parties
114.51 117.26 200.74 103.52 - Non-
Recurring
Not related
- from loans to
parties other than
related parties
30.42 0.12 275.58 0.02 - Non-
Recurring
Not related
Dividend income 0.10 0.86 0.43 0.97 - Non-
Recurring
Not related
Profit on sale of
mutual funds
0.02 0.26 1.22 - - Non-
Recurring
Not related
Provisions no longer
required written back
1.67 - - - - Non-
Recurring
Not related
Claim against
authority
170.35 - - - - Non-
Recurring
Not related
Miscellaneous
income
2.45 13.30 0.15 0.07 0.02 Non-
Recurring
Not related
Total 422.29 220.38 564.90 141.98 8.16

Notes:
1) The figures disclosed above are based on the restated unconsolidated summary Statements of Assets and
Liabilities of the Company.
2) The above statement should be read with the notes to restated unconsolidated summary Statements of
Assets and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


385
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XVI : Restated Consolidated Statement of Contingent Liabilities
(Rs. in million)
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Interest on late payments to
Maharashtra State Road Development
Corporation Limited
6.80 6.80 6.80 6.80 6.80
Claims made against the Company not
acknowledged as debts
by the Company
861.45 - - - -
Bank guarantees 3,213.31 2,922.23 1,484.45 1,097.39 130.31
Corporate guarantees given 35,050.30 31,392.91 30,863.91 27,537.31 231.60
Total 39,131.86 34,321.94 32,355.16 28,641.50 368.71

Notes :
The above statement should be read with the notes to restated consolidated summary Statements of Assets and
Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.


386
Annexure XVII- Restated Consolidated Statement of Dividend
The Company has not paid any dividends in respect of the five years ended 31 March 2014, 2013, 2012, 2011
and 2010
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)


387
Annexure XVIII- Restated Consolidated Statement of Accounting Ratios
(Rs. in million)
Particulars For the years ended
31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Restated net (loss)/profit
after tax attributable to
equity share holders
(1,175.36) (624.82) (551.07) (852.83) (12.71)
Weighted number of
equity shares outstanding
during the year
100,000,000 100,000,000 42,117,486 11,250,000 11,250,000
Weighted number of
diluted equity shares
outstanding during the
year
100,000,000 * * 11,250,000 11,250,000
Basic earnings per share
(EPS) (Rs.)
(11.75) (6.25) (13.08) (75.81) (1.13)
Diluted earnings per
share (DEPS) (Rs.)
(11.75) * * (75.81) (1.13)
Networth (821.22) (167.96) 456.86 120.43 973.26
Return on net worth
(refer note 1(c ) below)
(%)
(143.12%) (372.00%) (120.62%) (708.13%) (1.31%)
Net asset value per equity
share (refer note 1(d)
below)
(8.21) (1.68) 4.57 10.71 86.51
Net tangible assets (refer
note 1(e) below)
(24,176.55) (21,037.57) (21,018.81) (22,109.71) (973.26)
Monetary assets (refer
note 1(f) below)
1,836.85 1,795.39 1,568.92 1,351.47 203.34
Pre tax operating profits
(refer note 1(g) below)
1,943.05 2,658.87 2,543.02 387.11 50.11
EBITDA (refer note 1(h)
below)
3,629.64 3,868.92 4,054.79 915.71 62.95

* Diluted earning per share has not been disclosed for the year ended 31 March 2013 and 2012 since the
impact of conversion of potential equity shares ( share application money ) over the earnings per share was
anti-dilutive.
Notes:
1) The above statement should be read with the notes to restated consolidated summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.
2) The Ratios have been computed as below:
a) Basic earnings per share (Rs) = Restated net (loss)/profit after tax attributable to equity shareholders /
Weighted number of equity shares outstanding during the year
b) Diluted earnings per share (Rs) = Restated net (loss)/profit after tax attributable to equity shareholders
(including dilutive earnings, if any) / Weighted number of diluted equity shares outstanding during
year
c) Return on net worth (%) = Restated net (loss)/profit after tax attributable to equity shareholders / Net
worth x 100

388
d) Restated net asset value per equity share (Rs) = Restated Net worth at the end of the year / Total
number of equity shares outstanding at the end of the year.
e) Restated net tangible assets (Rs) = Current assets + Non current assets- Goodwill on consolidation-
Intangible assets-Intangible assets under development - Current Liabilities - Non- current liabilities
f) Restated monetary assets (Rs) = Cash and bank balances + Fixed deposits with banks with maturity
period more than twelve months from reporting date.
g) Restated Pre tax operating profits (Rs) = Restated (loss) / profit before tax - Other Income + Finance
costs.
h) Restated EBITDA (Rs) = Restated (loss) / profit before tax + Finance costs + Depreciation,
amortisation and impairment.
3) The Company does not have any revaluation reserves or extra-ordinary items.
4) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of
the year adjusted by the number of equity shares issued during the year multiplied by the time weighting
factor. The time weighting factor is the number of days for which the specific shares are outstanding as a
proportion of total number of days during the year.
5) Net worth for ratios mentioned in note 1(c) and 1(d) is = Equity share capital + Reserves and surplus
(including surplus in Statement of Profit and Loss)
6) Earnings per share calculations are in accordance with Accounting Standard 20 - Earnings per share,
notified under the Companies (Accounting Standards) Rules 2006, as amended.
7) The figures disclosed above are based on the consolidated restated summary statements of the Company.


389
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XIX- Capitalisation Statement
Particulars Pre IPO as at 31 March 2014 As adjusted for
IPO
(Refer note 2
below)
Debt
Short term debt (A) (refer annexure XIII) 1,386.78
Long term debt (B)(including current maturities of
long-term debt (refer annexure XI)
30,292.34
Total debt (A+B) 31,679.12

Shareholder's funds
Share capital 1000.00
Reserves and surplus (refer annexure V) -
Net surplus in the Statement of Profit or Loss (1821.34)
Capital Reserve 0.12
Total shareholder's funds (C) (821.21)

Long term debt/equity (B/C) (38.58)

Notes :
1) The above statement should be read with the notes to restated consolidated summary Statements of Assets
and Liabilities, Profits and Losses and Cash Flows appearing in Annexure IV A, IV B & IV C.
2) The corresponding figures (as adjusted for IPO) are not determinable at this stage pending the completion
of the book building process and hence have not been furnished


390
MEP Infrastructure Developers Limited
(formerly known as MEP Infrastructure Developers Private Limited)
Annexure XX : Restated Consolidated Statement of Related Party Transactions
List of related parties and transactions as per requirements of Accounting Standard - 18, 'Related Party
Disclosures' issued by the Institute of Chartered Accountants of India
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Holding Company Ideal Toll &
Infrastructure
Private
Limited
Ideal Toll &
Infrastructure
Private Limited
Ideal Toll &
Infrastructure
Private Limited
Ideal Toll &
Infrastructure
Private Limited
Ideal Toll &
Infrastructure
Private Limited
Key Management
Person
Mr.Dattatray
Mhaiskar
Mr.Dattatray
Mhaiskar
Mr.Dattatray
Mhaiskar
Mr.Dattatray
Mhaiskar
Mr.Dattatray
Mhaiskar
Mr.Jayant
Mhaiskar
Mr.Jayant
Mhaiskar
Mr.Jayant
Mhaiskar
Mr.Jayant
Mhaiskar
Mr.Jayant
Mhaiskar
Mrs. Sudha
Mhaiskar
Mrs. Sudha
Mhaiskar
Mrs. Sudha
Mhaiskar
Mrs. Sudha
Mhaiskar
Mrs. Sudha
Mhaiskar
Mrs. Anuya
Mhaiskar
Mrs. Anuya
Mhaiskar
Mrs. Anuya
Mhaiskar
Mrs. Anuya
Mhaiskar
Mrs. Anuya
Mhaiskar
Mr. Sameer
Apte
Mr. Sameer
Apte
Mr. Sameer
Apte
Mr. Sameer
Apte

Mr. Uttam
Pawar
Mr. Uttam
Pawar
Mr. Uttam
Pawar
Mr. Uttam
Pawar

Mr. Murzash
Manekshana
Mr. Murzash
Manekshana
Mr. Subodh
Garud
Mr. Subodh
Garud

Mr. Subodh
Garud
Mr. Subodh
Garud


Enterprises over
which significant
influence is
exercised by key
managerial
personnel
Ideal Energy
Projects
Limited.
Ideal Energy
Projects
Limited.
Ideal Energy
Projects
Limited.
Ideal Energy
Projects
Limited.
Ideal Energy
Projects
Limited.
A.J.Tolls
Private
Limited
A.J.Tolls
Private Limited
A.J.Tolls
Private Limited
A.J.Tolls
Private Limited
A.J.Tolls
Private Limited
VCR Toll
Services
Private
Limited
VCR Toll
Services
Private Limited
VCR Toll
Services
Private Limited
VCR Toll
Services
Private Limited
VCR Toll
Services
Private Limited
Ideal
Infoware
Private
Limited
Ideal Infoware
Private Limited
Ideal Infoware
Private Limited
Ideal Infoware
Private Limited
Ideal Infoware
Private Limited
Global Safety
Visions
Private
Limited
Global Safety
Visions Private
Limited
Global Safety
Visions Private
Limited
Global Safety
Visions Private
Limited
Global Safety
Visions Private
Limited
Ideal Ideal Ideal Ideal Ideal

391
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Hospitality
Private
Limited
Hospitality
Private Limited
Hospitality
Private Limited
Hospitality
Private Limited
Hospitality
Private Limited
Ideal Brands
Private
Limited
Ideal Brands
Private Limited
Ideal Brands
Private Limited
Ideal Brands
Private Limited
Ideal Brands
Private Limited
IRB
Infrastructure
Developers
Limited
IRB
Infrastructure
Developers
Limited
IRB
Infrastructure
Developers
Limited
IRB
Infrastructure
Developers
Limited
IRB
Infrastructure
Developers
Limited
Ideal Road
Builders
Private
Limited.
Ideal Road
Builders
Private
Limited.
Ideal Road
Builders
Private
Limited.
Ideal Road
Builders
Private
Limited.
Ideal Road
Builders
Private
Limited.
Thane
GhodBunder
Toll Road
Private
Limited
Thane
GhodBunder
Toll Road
Private Limited
Thane
GhodBunder
Toll Road
Private Limited
Thane
GhodBunder
Toll Road
Private Limited
Thane
GhodBunder
Toll Road
Private Limited
IDAA
Infrastructure
Private
Limited
IDAA
Infrastructure
Private Limited

IRB
Infrastructure
Private
Limited
IRB
Infrastructure
Private Limited

MMK Toll
Road Private
Limited
MMK Toll
Road Private
Limited
IDAA
Infrastructure
Private Limited
IDAA
Infrastructure
Private Limited
IDAA
Infrastructure
Private Limited
Mhaiskar
Infrastructure
Private
Limited.
Mhaiskar
Infrastructure
Private
Limited.
IRB
Infrastructure
Private Limited
IRB
Infrastructure
Private Limited
IRB
Infrastructure
Private Limited
IRB Surat
Dahisar
Tollway
Private
Limited
NKT Road &
Toll Private
Limited
MMK Toll
Road Private
Limited
MMK Toll
Road Private
Limited
MMK Toll
Road Private
Limited
NKT Road &
Toll Private
Limited
Anuya
Enterprises
Mhaiskar
Infrastructure
Private
Limited.
Mhaiskar
Infrastructure
Private
Limited.
Mhaiskar
Infrastructure
Private
Limited.
Anuya
Enterprises
D.S.Enterprises
D.S.
Enterprises
Jan Transport
Jan Transport Rideema
Enterprises.

Rideema
Enterprises.
Virendra
Builders
Altamount
Capital
Management
Private Limited


392
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Virendra
Builders
Sudha
Productions
NKT Road &
Toll Private
Limited
NKT Road &
Toll Private
Limited
NKT Road &
Toll Private
Limited
Sudha
Productions
Raima
Manpower &
Consultancy
Services
Private Limited
Jhingo Capital
Management
Private Limited

Raima
Manpower &
Consultancy
Services
Private
Limited
IEPL Power
Trading
Company
Private Limited
Anuya
Enterprises
Anuya
Enterprises
Anuya
Enterprises
IEPL Power
Trading
Company
Private
Limited
Maask
Entertainment
Private Limited
D.S.Enterprises D.S.Enterprises D.S.Enterprises
Maask
Entertainment
Private
Limited
Jhingo Capital
Management
Private Limited
Jan Transport Jan Transport Jan Transport
Altamount
Capital
Management
Private
Limited
Altamount
Capital
Management
Private Limited
Rideema
Enterprises.
Rideema
Enterprises.
Rideema
Enterprises.
Chitpavan
Foundation
Chitpavan
Foundation
Virendra
Builders
Virendra
Builders
Virendra
Builders
MEP Toll
Gates Private
Limited
MEP Highway
Solutions
Private Limited
Sudha
Productions
Sudha
Productions
Sudha
Productions
Boogie
Ventures
Private Limited
Raima
Manpower &
Consultancy
Services
Private
Limited.
Raima
Manpower &
Consultancy
Services
Private
Limited.

MEP Toll
Gates Private
Limited
IEPL Power
Trading
Company
Private Limited
IEPL Power
Trading
Company
Private Limited

MEP Projects
Private Limited
Maask
Entertainment
Private Limited
Jhingo Capital
Management
Private Limited

Boogie
Ventures
Private Limited
Maask
Entertainment
Private
Limited.

Chitpavan
Foundation
Altamount
Capital
Management
Chitpavan
Foundation

393
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Private Limited
Chitpavan
Foundation

Boogie
Ventures
Private Limited


Annexure XX : Restated Consolidated Statement of Related Party Transactions
Details of Transactions with Related Parties
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Income from Toll collection
Jan Transport - - - - 1,758.50
Virendra Builders - - - 178.65 -
D.S Enterprise 411.51 260.83 - 165.40 -

Road repairing charges
received

Jan Transport - - - 12.50 -

Road repairing charges paid
Jan Transport - - - 11.36 -


Expenses incurred on our
behalf

Ideal Toll & Infrastructure
Private Limited
- - - 0.29
Jan Transport - 2.17 2.38 10.00 0.01
Rideema Enterprise - - - 0.02 0.01
IRB Infrastructure Developers
Limited
- - 0.02 - 0.21
Raima Manpower & Consultancy
Services Private Limited
- 0.23 0.50 - -

Reimbursement made
Ideal Toll & Infrastructure
Private Limited
- - - - 0.80
Rideema Enterprise - 0.02 0.01 - 1.03
IRB Infrastructure Developers
Limited
- - - 0.04 0.13
Raima Manpower and
Consultancy Services Private
Limited
- 0.01 - - -
Jan Transport - - - 7.07 -
A.J.Tolls Private Limited - - - 1.12 -

Expenses incurred on behalf of
others

Ideal Toll & Infrastructure 38.49 0.01 0.38 - 0.06

394
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Private Limited
Ideal Energy Projects Limited 0.69 1.94 0.83 2.21 1.52
IRB Infrastructure Developers
Limited
- - 0.02 -
A.J.Tolls Private Limited 0.02 0.01 3.01 1.49 -
VCR Toll Services Private
Limited
1.50 - - - -
Jan Transport - - 0.05 - -
Raima Manpower and
Consultancy Services Pvt Ltd
- - - 0.01 -
Maask Entertainment Private
Limited.
- 0.01 0.98 - -
Mr.Dattatray Mhaiskar - 0.01 - - -

Reimbursement Received
Ideal Toll & Infrastructure
Private Limited
- - 1.08 0.06 0.31
A.J.Tolls Private Limited - - 3.01 - -
Ideal Energy Projects Limited - - 3.63 - -
Jan Transport - 12.25 - - -

Loans given
Ideal Toll & Infrastructure
Private Limited
22.30 3,788.02 73.29 4.50 202.82
Anuya Enterprise - - - 341.55 213.00
Jan Transport 25.09 - - 340.42 26.57
A.J.Tolls Private Limited 4.10 62.99 829.70 992.64 81.75
Rideema Toll Private Limited - - - - -
IEPL Power Trading Company
Limited
47.08 1,404.59 314.76 -
Rideema Enterprise - 10.59 2.83 376.20 -
Ideal Infoware Private Limited - - - 150.00 -
Sudha Production - - 0.76 - -
Mrs. A.J.Mhaiskar - - 7.00 5.96 0.96
Mr.Jayant Mhaiskar - 12.31 2.50 - -
Mr.Dattatray Mhaiskar - - 21.12 - -

Advances given
Ideal Toll & Infrastructure
Private Limited
275.00 - - - -
A J Tolls Private Limited 50.00 - - - -
Jan Transport 193.98 80.00 - - -

Repayment of loans/advances
given

Ideal Toll & Infrastructure
Private Limited
22.30 108.68 - 7.81 20.17
Jan Transport 389.38 0.35 21.59 289.75 111.14
Rideema Toll Private Limited - - - - 37.98
A.J.Tolls Private Limited 52.49 98.25 1,646.88 174.69 98.61
IEPL Power Trading Company
Limited
7.28 55.93 1,623.30 80.71 -

395
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Rideema Enterprise 478.60 468.19 - - -
Ideal Energy Projects Limited 0.63 - - - -
Ideal Infoware Private Limited - 150.00 - - -
Anuya Enterprise - 423.70 - 213.00 -
Sudha Productions - 0.76 - - -
Mrs. A.J.Mhaiskar - 92.79 - 21.96 426.57
Mr.Jayant Mhaiskar - 12.31 1.28 - -
Mr.Dattatray Mhaiskar - - 21.12 - -

Loans taken
Ideal Toll & Infrastructure
Private Limited
1,651.50 120.60 1,272.70 2,322.94 267.78
Ideal Infoware Private Limited - - - - 3.60
Jan Transport - 12.78 - 30.52 11.93
Mr.Dattatray Mhaiskar - - - - 26.00
Mr.Jayant Mhaiskar 626.59 149.00 12.70 0.40 15.50
Anuya Enterprise - - - 80.79 -
IEPL Power Trading Company
Limited
30.94 - - 250.00 -
Mrs. Anuya Mhaiskar 0.57 - - - -
Ideal Energy Projects Limited 4.93 - - - 36.00
IEPL Power Trading Company
Limited
- - 15.50 - -

Loans repaid during the year
Ideal Toll & Infrastructure
Private Limited
1,708.26 329.69 1,670.61 1,931.42 243.36
Anuya Enterprise - 19.79 15.00 60.00 1.65
Ideal Infoware Private Limited - - - 5.59
Ideal Energy Projects Limited 2.00 - - - 36.00
Jan Transport - 18.79 24.51 - 11.93
Rideema Enterprise - - - - 3.78
Mrs. Anuya Mhaiskar 0.57 - - - -
A.J.Tolls Private Limited - - - 23.16 -
Mr.Dattatray Mhaiskar - - - 26.00
Mr.Jayant Mhaiskar 626.39 163.51 - - 29.44
IEPL Power Trading Company
Limited
30.94 250.00 15.50 - -
Virendra Builders - - - 1.00 -

Advance received
Jan Transport - - 110.10 - -

Receipt of trade receivables
Jan Transport - - - 0.13 -
D S Enterprises 187.33 - - - -

Equity contribution made
Ideal Energy Projects Limited - 30.00 - - -

Investment in shares of MEP
Infrastructure Private Limited


396
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
from
Ideal Toll & Infrastructure
Private Limited
42.73 - - - -

Investment in shares of
Rideema Toll Private Limited
from

Ideal Toll & Infrastructure
Private Limited
41.46 - - - -
Mr. Jayant Mhaiskar 56.70 - - - -

Investment in shares of MEP
Highway Solutions Private
Limited from

Mrs. Anuya Mhaiskar 0.05 - - - -
Mr. Jayant Mhaiskar 0.05 - - - -

Investment in shares of MEP
RGSL Toll Bridge Private
Limited from

Mrs. Anuya Mhaiskar 0.05 - - - -
Mr. Jayant Mhaiskar 0.05 - - - -


Investment in shares of Raima
Ventures Private Limited from

Mrs. Anuya Mhaiskar - - - 0.03 -
Mr. Jayant Mhaiskar - - - 0.01 -
Ideal Toll & Infrastructure
Private Limited
- - - 0.07 -

Equity contribution made
Purchase of shares of Ideal
Energy Projects Limited
- - 468.76 90.00 -
Purchase of Shares of Raima
Manpower & Consultancy
Services Private Limited
- - 0.10 - -

Equity contribution sold
Jan Transport - - 558.76 - -
Mr. Jayant Mhaiskar - - 0.05 - -
Mrs. Anuya Mhaiskar - - 0.05 - -

Interest income
A.J.Tolls Private Limited 0.36 8.75 112.77 19.38 -
Ideal Toll & Infrastructure
Private Limited
113.08 4.52 - - -
Ideal Infoware Private Limited - 14.51 - - -
IEPL Power Trading Company
Limited
0.41 0.48 - 7.06 -
Anuya Enterprise - 44.75 41.86 7.07 -
Rideema Enterprise 0.66 49.95 46.11 7.79 -

397
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010

Receipt of interest income
Ideal Toll & Infrastructure
Private Limited
9.83 - - - -
Ideal Infoware Private Limited 14.51 - - - -
Anuya Enterprises 10.83 - - - -
Rideema Enterprises 11.93 - - - -




TDS on interest on loan given
Anuya Enterprise - - 4.19 0.71 -
A.J.Tolls Private Limited - 0.02 0.02 1.94 -
Rideema Enterprise - 4.61 0.07 0.78 -

Road repairing charges paid
Jan Transport - 11.36 2.83 11.36 -
Ideal Toll & Infrastructure
Private Limited
259.19 - - - -

Share application money paid
as investments

Ideal Toll & Infrastructure
Private Limited
- - 611.05 - -
A.J.Tolls Private Limited - - 600.00 - -
Ideal Energy Projects Limited 0.05 75.00 - - -
MEP Toll Gates Private Limited 0.01 0.01 - - -
MEP Highway Solutions Private
Limited
- 0.01 - - -
MEP Projects Private Limited - 0.01 - - -
Ideal Hospitality Private Limited - 11.00 300.00 - -

Share Application money paid
as Investments returned back

A J Tolls Private Limited 98.94 501.06 - - -
Ideal Toll & Infrastructure
Private Limited
552.57 - - - -
Ideal Hospitality Private Limited 102.00 - - - -
Ideal Energy Projects Limited 45.00 - - - -


Advances returned which were
received for Purchase of Shares

Jan Transport - 110.10 - - -

Mobilization advance given
Ideal Toll & Infrastructure
Private Limited
- 1,749.64 - - -
Jan Transport - - - 1,287.60 -

Mobilization advance given

398
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
adjusted against bills/repaid
Jan Transport - - 1,277.60 10.00 -

Share Application money
received / shares allotted

Mr.Jayant Mhaiskar - 0.67 659.06 - 0.01
Mrs. Anuya Mhaiskar - 0.05 1.60 - -
Ideal Energy Projects Limited - 0.05 - - -
Ideal Toll & Infrastructure
Private Limited
- 727.86 1,988.22 50.62 0.01
Rideema Enterprise - - - 0.01 -
Mr. Dattatray. M. Mhaiskar - - 619.46 - -

Shares allotted
Mrs. A.J.Mhaiskar - 0.05 0.10 - -
Mr.Jayant Mhaiskar - 0.05 222.38 - -
Ideal Energy Projects Limited - 0.05 - - -
Mr. Dattatray. M. Mhaiskar - 252.19 - -
Ideal Toll & Infrastructure
Private Limited
- - 413.03 50.61 -

Share application repaid
Mrs. A.J.Mhaiskar - 0.01 1.50 - -
Mr.Jayant Mhaiskar 63.12 13.10 361.08 - -
Ideal Toll & Infrastructure
Private Limited
1,181.24 - 1,121.81 - -
Mr. Dattatray. M. Mhaiskar - - 367.27

Interest expense
Ideal Toll & Infrastructure
Private Limited
- - - 14.58 -


Managerial remuneration
Mr. Sameer A. Apte 0.88 0.88 0.86 0.21 -
Mr. Murzash Manekshana 24.00 7.50 - - -
Mr. Jayant Mhaiskar 24.00 - - - -

Guarantees given
Ideal Energy Projects Limited - - 520.00 - -






Related party balances

Loans and advances receivable
Ideal Toll & Infrastructure
Private Limited
5,784.07 5,507.82 78.16 5.62 8.99
Jan Transport - 170.70 90.66 140.82 -

399
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Anuya Enterprise - 8.66 339.54 341.55 213.00
A.J.Tolls Private Limited 50.00 45.28 80.50 897.69 79.36
Ideal Road Builders Private
Limited
- 70.98 70.98 70.98 5.03
Mrs. A.J.Mhaiskar - - 92.79 85.79 101.79
Mr.Jayant Mhaiskar - - 1.22 - -
Rideema Enterprise - 20.80 389.19 379.35 -
IEPL Power Trading Company
Limited
- 6.93 15.35 234.06 -
Ideal Infoware Private Limited - 1.45 150.00 150.00 -
Ideal Energy Projects Limited 2.00 1.94 - 2.80 1.59
Maask Entertainment Private
Limited.
- - 0.98 - -
Sudha Production - - 0.76 - -
Raima Manpower and
Consultancy Services Pvt Ltd
- - 0.01 0.01 -
VCR Toll Services Private
Limited
1.48 - - - -

Unsecured loans/advances
payable

Ideal Toll & Infrastructure
Private Limited
40.65 97.41 306.50 704.41 24.42
Jan Transport - - 6.01 30.52 -
Rideema Enterprise - - - 0.02 0.01
Anuya Enterprise - - 19.79 34.79 -
Mr.Jayant Mhaiskar 2.20 2.40 12.70 - -
IEPL Power Trading Company
Limited
- - 250.00 250.00 -
IRB Infrastructure Developers
Limited
- - - - 0.15

Trade payables
Ideal Toll & Infrastructure
Private Limited
0.19 - - - -
Jan Transport - - 11.36 11.70 -
Rideema Enterprise - - - 0.01 -
Ideal Road Builders Private
Limited
- 0.08 0.08 0.08 0.08
Raima Manpower & Consultancy
Services Private Limited
- - 0.02 - -




Other Current Liabilities
Jan Transport - 0.34 110.44 0.34 0.63
Ideal Energy Projects Limited 2.93 - - - -
IRB Infrastructure Developers
Limited
- 0.14 0.14 0.13 -
Rideema Enterprise - - 0.02 0.02 -


400
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Other current assets
Anuya Enterprise - - - 6.37 -
Rideema Enterprises 3.15 3.15 3.15 7.01 -

Trade receivables
Virendra Builders - - 140.08 -
D.S Enterprise 224.18 260.83 - 129.01 -
Jan Transport - - 42.57 12.38 285.22
Ideal Toll & Infrastructure
Private Limited
- - - 1.08 -


Investment in shares
A.J.Tolls Private Limited 0.33 0.33 0.33 0.33 0.33
Ideal Energy Projects Limited - 30.00 - 90.00 -

Advance against acquisition of
equity share

Ideal Energy Projects Limited 0.05 45.00 - - -
A.J.Tolls Private Limited - 98.94 600.00 - -
Ideal Hospitality Private Limited 209.00 311.00 300.00 - -
MEP Toll Gates Private Limited 0.02 0.01 - - -
MEP Highway Solutions Private
Limited
- 0.01 - - -
MEP Projects Private Limited - 0.01 - - -
Ideal Toll & Infrastructure Pvt
Ltd
58.48 611.05 611.05 - -

Mobilization advance given
Jan Transport - - - 1,277.60 -

Managerial remuneration
Mr. Sameer A. Apte 0.06 0.05 0.07 0.06 -
Mr. Jayant Mhaiskar 6.68 7.12 - - -
Mr. Murzash Manekshana 1.07 1.06 - - -


Interest receivable on loan
given

A J Tolls Private Limited 0.02 2.79 - - -
Rideema Enterprises 0.65 - - -
Ideal Toll & Infrastructure
Private Limited
94.84 3.70 - - -

Ideal Infoware Private Limited
- 13.06 - - -
Anuya Enterprises - 2.17 46.05 - -
Rideema Enterprises - 2.39 41.50 - -
IEPL Power Trading Company
Private Limited
0.06 - - - -


Share application money

401
Particulars 31 March
2014
31 March
2013
31 March
2012
31 March
2011
31 March
2010
Ideal Toll and Infrastructure
private limited
- 727.86 - - -
Mr. Jayant Mhaiskar - 63.12 75.60 - -

Guarantees given
A J Tolls Private Limited - 242.31 242.31 - -
Ideal Energy Projects Limited - 520.00 520.00 - -
Ideal Toll & Infrastructure
Private Limited
109.30 109.30 109.30 - -





402

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


The following discussion and analysis of our financial condition and results of operations is based upon, and
should be read in conjunction with, our Restated Consolidated Financial Information and notes thereto
prepared in accordance with the Companies Act, 1956 and Indian GAAP and restated in accordance with the
SEBI Regulations as of and for the fiscal years ended March 31, 2014, 2013 and 2012, included in the section
titled Financial Statements on page 256. Indian GAAP differs in certain material respects from U.S. GAAP
and IFRS. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in
this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial information to those
under U.S. GAAP or IFRS. Accordingly, the degree to which the Restated Financial Information included in
this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the readers
level of familiarity with the Companies Act, Indian GAAP and the SEBI Regulations. All references to a
particular fiscal year are to the 12 month period ended March 31 of that year. Unless specified otherwise, the
discussion in this section is based on our Restated Consolidated Financial Information for the fiscal years
2014, 2013 and 2012.

The following discussion and analysis contains forward-looking statements that involve risks and uncertainties,
and actual results may differ materially from such forward-looking statements. For additional information
regarding such risks and uncertainties, see the section Risk Factors on page 17.

Overview
We are an established and leading player in tolling operations in the road infrastructure sector, with a pan-India
presence. We focus on pure toll collection projects as well as OMT projects, which involve maintenance
obligations in addition to toll collection on operational roads (including highways) constructed by third parties.
According to the report on Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection market for
Road Projects in India dated June 2014 by CRISIL Research (the CRISIL Report), we are the leading player
in OMT as well as toll collection in India based on the number of projects operated and quality of project
stretches.

We commenced our business with collection of toll at the five Mumbai Entry Points in December 2002, which
we undertook for a period of eight years till November 19, 2010 pursuant to a contract with MSRDC (and
subsequent extensions thereof). As of the date of this Draft Red Herring Prospectus, we have completed 68
projects, with an aggregate of 122 toll plazas and 783 lanes, and have an overall experience of over 12 years in
this business across 12 states in India. Some of the significant toll collection projects completed by us include:
(i) project for collection of toll at five Mumbai Entry Points where we currently operate an OMT contract
pursuant to a re-award; (ii) project for collection of toll at Chalthan toll plaza, Gujarat; (iii) project for collection
of toll at the toll plazas located at Ahmedabad, AUDA Ring Road, Nadiad, Anand and Vadodara on the
Ahmedabad Vadodara Expressway, Gujarat; (iv) project for collection of toll for the Rajiv Gandhi Sea Link,
Mumbai, Maharashtra; (v) project for collection of toll at Chirle toll plaza and Karanjade toll plaza,
Maharashtra; and (vi) project for collection of toll at the toll plazas on Hanumangarh Kishangarh road,
Rajasthan. For details of our completed projects, see Our Business Our Projects Completed Projects on
page 150.

Our projects are awarded to us through competitive bidding process (electronic bidding in some cases) and after
satisfaction of various prescribed pre-qualification criteria. Tenders for our projects are submitted on the basis
of traffic volume and revenue forecasting undertaken by us through in house surveys. We generate revenue
from toll collection and OMT projects through collection of toll from commuters. Our toll collection and OMT
projects have been awarded to us by statutory corporations or government companies primarily being NHAI,
MSRDC, RSRDC, RIDCOR, MJPRCL and HRBC.


403
We currently operate 23 toll collection projects with an aggregate of 40 toll plazas, five OMT projects covering
2,530.04 lane kilometres with an aggregate of 15 toll plazas and one BOT project covering 42.02 lane
kilometres with five toll plazas. These ongoing projects are located across nine states in India.

Our portfolio of ongoing toll collection projects includes both Long Term (of an initial term in excess of one
year) and Short Term (of an initial term of one year or lesser) projects. Our Long Term toll collection projects
are the Phalodi Ramji Project in Rajasthan for a period of five years until September 2015, IRDP Solapur
Project in Maharashtra for a period of 156 weeks until December 2015, the Vidyasagar Setu Project in West
Bengal for a period of five years until August 2018, the ITEL Project in Tamil Nadu for a period of three years
until March 2017, the Kalyan-Shilphata Project in Maharashtra for a period of 156 weeks until September 2016,
the Kini Tasawade Project in Maharashtra for a period of 104 weeks until May 2016 and the Mahua Hindaun
Karauli Project in Rajasthan for a period of 21 months until October 2014. We also operate 16 Short Term toll
collection projects. For further details of our ongoing projects, see Our Business Our Projects on page 150
below.

Our ongoing OMT projects include the Mumbai Entry Points Project, which is our largest OMT project on the
basis of revenue, under which we undertake the operation and maintenance of, and toll collection at, the five
Mumbai Entry Points and the maintenance of 27 flyovers and certain allied structures in Mumbai for a period of
16 years until 2026. We also operate the RGSL Project with the right to collect toll for and maintain, the RGSL
in Mumbai for a period of 156 weeks until 2017. We have been undertaking collection of toll at the RGSL since
its opening in 2009 pursuant to Short Term contracts and have now been awarded a new OMT contract, in
January 2014. We also operate the Madurai-Kanyakumari Project, the Hyderabad-Bangalore Project and the
Chennai Bypass Project, which are all OMT projects - with the right to collect toll at, and maintain, the road
forming part of such projects for a period of nine years until 2022. Additionally, we also operate a BOT project,
being the Baramati Project under which we constructed the four-lane Sakhali bridge on Karha River in Baramati
and are currently entitled to undertake maintenance of, and collection of toll at, the roads and bridges in
Baramati for a period of 19 years and four months until 2030. We have issued a termination notice dated May
27, 2014 to MSRDC for terminating the Baramati Project and subsequently a letter dated July 28, 2014 seeking
termination payments under the concession agreement for the Baramati Project. However, the termination has
not taken effect and we continue to operate the Baramati Project as on date.

We make use of advanced technology for the operation of our projects which helps in improving operational
efficiency and ensuring transparency in the process of toll collection. In August 2012, we launched an electronic
toll collection (ETC) system based on RFID technology which was implemented at the toll plaza in RGSL,
Mumbai. In addition to the RGSL toll plaza, the RFID technology based ETC system has been implemented at
four toll plazas forming part of the Mumbai Entry Points Project. We are in the process of implementing the
same at the remaining one toll plaza of the Mumbai Entry Points Project. As of August 31, 2014 we had over
22,000 customers enrolled in the RFID technology based ETC system at our projects. Further, we also use
weight based tolling system for our OMT contracts with NHAI with the help of devices that are designed to
capture and record axle weights and gross vehicle weights as vehicles drive over a measurement site.

Our total revenue on a consolidated basis increased from ` 3,291.29 million in Fiscal 2010 to ` 12,401.34
million in Fiscal 2014, representing a CAGR of 39.32%. Our consolidated EBITDA increased from ` 62.95
million in Fiscal 2010 to ` 3,629.63 million in Fiscal 2014, representing a CAGR of 175.56%. During the last
five Fiscal Years, we have earned aggregate revenue of ` 43,357.39 million from our projects as against
aggregate payment of ` 27,629.45 million paid to the authorities in respect of such projects.

Certain Factors Affecting Our Results of Operations
Our results of operations and financial condition are affected by a number of factors, including the following,
which are of particular importance:

Ability to forecast actual traffic volumes

Our business is substantially dependant on our ability to accurately forecast traffic volumes prior to submitting
our bids for the projects. Forecasting of traffic volumes cannot be made with certainty, and we cannot assure

404
you that our forecasts will be accurate. Traffic volumes may be affected by various external factors beyond our
control, including toll rates, prices of fuel and automobiles, general economic conditions, alternative modes of
transportation and local factors affecting traffic volumes in a particular area, among others. In such instances, if
the traffic volume is less than our forecasted traffic volume, the revenue from such toll collection or OMT
project may be lesser than expected and may lead to losses or lower than expected profits on such contract.

Changes in government policies or delays in award of infrastructure projects

Our business is substantially dependent on road projects in India undertaken or awarded by governmental
authorities and other entities funded by the Central Government and/or State Governments. Almost all of our
revenue from operations is derived from contracts with a limited number of government entities. In the event of
any adverse change in budgetary allocations for infrastructure development or a downturn in available work in
the road infrastructure sector resulting from any change in government policies or priorities, our business
prospects, and as a result our financial performance, may be adversely affected. Any adverse changes in the
Central or State Government policies (including de-notification of our existing projects) may lead to our
contracts being restructured, renegotiated or terminated. These could adversely affect our financing
arrangements, capital expenditure, revenues, development or cash flows relating to our existing projects as well
as our ability to participate in competitive bidding or bilateral negotiations for our future projects.

Availability of cost effective funding sources and changes in interest rates

As of March 31, 2014 total secured and unsecured debt amounted to ` 31,679.12 million on a consolidated basis
and ` 2,209.79 million on a standalone basis. For details of our current indebtedness, see the section Financial
Indebtedness on page 430.We are exploring options to deleverage our balance sheet, and the main object of
this Issue is prepayment of certain loans availed by our Company and/or MIPL to the extent of ` 2,912.01
million.

There can be no assurance that third party debt would be available to us when required. We may not be able to
avail of third party debt to make upfront payments or provide bank guarantees pursuant to our contracts.
Further, our existing loan agreements impose certain restrictions on our ability to incur further indebtedness.
See the section Risk Factors We have a substantial amount of indebtedness, which requires significant cash
flows to service such debts and will continue to have substantial indebtedness and debt service obligations
following the Issue. Certain restrictive covenants in relation to this indebtedness limit our ability to operate
freely and our inability to meet our obligations could adversely affect our business and results of operations. on
page 23.

Most of our current debt facilities carry interest at floating rates with the provision for periodic reset of interest
rate spread. Given the typically substantial debt component in our projects, the profitability of our projects is
affected by, among other things, the prevailing interest rates. For fiscal year 2014, finance costs amounted to
30.62% of our total revenue on a consolidated basis. Any increases in interest rates would increase our interest
expenses in respect of our borrowings.

I ncrease in toll rates not being sufficient to meet increase in operating and maintenance costs

The toll rates that we are permitted to charge with respect to a project is governed by the terms of the contract
for the project and is subject to escalation over the life of the project based on a mechanism set forth in the
contract or on notifications to be issued by a competent authority.

Our operating and maintenance expenses constituted 64.63%, 64.00% and 58.76% of our total revenues for
fiscal years 2014, 2013 and 2012, respectively. The operation and maintenance costs depend on various factors,
and may increase on account of factors beyond our control, including unanticipated increases in material and
labour costs, natural disasters, higher axle loading, traffic volume or environmental stress leading to more
extensive or more frequent heavy repairs or maintenance costs.

If the increase in the toll rates do not keep pace with increases in operating and maintenance costs of the project,
it could have a material adverse effect on our results of operations and financial condition.

405
Mix of Short Term and Long Term Projects

Out of the 23 ongoing toll collection projects operated by us, 16 are Short Term Projects. Whilst we have
shifted our focus to Long Term Projects recently, our Short Term Projects accounted for 37.52 %, 67.70% and
60.83% of our total revenue for fiscal 2014, fiscal 2013 and fiscal 2012, respectively. Short Term Projects are
typically terminable unilaterally by the relevant authorities, without assigning any reason. Any such early
termination may result in us losing the cost incurred by us for operating such projects and may lead to losses or
lower than expected profits on such contracts. Further, whilst, in the past, we have been able to secure re-award
of some of our completed Short Term Projects either as Short Term or Long Term Projects, there can be no
assurance that we will be able to continue to do so in the future. Inability to obtain award of new Short Term
Projects or re-award of our completed Short Term Projects could have an adverse effect on our results of
operations.

Failure on the part of the authorities to fulfill their obligations under the project contracts

In terms of our project contracts, the authorities, who award us the projects, are required to fulfill certain
obligations including, not building or constructing competing roads (in case of OMT contracts with NHAI).
Any failure on the part of the authorities to fulfill their obligations under the project contract may result in a loss
of revenue for us leading to a decrease in the profit generated out of the project or termination of the project.
During fiscal year 2014, we suffered loss of revenue from the Chennai Bypass Project on account of certain
force majeure issues arising from non-compliance of certain provisions of the project contract by NHAI and
have preferred a claim of ` 643.40 million with NHAI. As of March 31, 2014, the claim was being evaluated by
NHAI and accordingly we have neither recognised this claim as income nor have reduced our liability in the
financial information. This has been one of the major factors which resulted in a decrease in our revenue and an
increase in our loss for fiscal year 2014 as compared to fiscal year 2013. However, pursuant to a meeting of the
3CGM Amicable Settlement Comittee of NHAI held on August 26, 2014, it has been agreed that we would be
allowed to set up additional fee collection booths at five locations for toll evasion and further that the loss in
revenue as assessed by an independent engineer may be adjusted against the outstanding concession fee payable
to NHAI. For further detials, see Significant Developments after March 31, 2014 that may affect our future
Results of Operations.

Failure on the part of the authorities in the future to fulfill their obligations under the project contracts may have
an adverse effect our results of operations.

Substantial dependence on the Mumbai Entry Points Project

A significant portion of our revenue is generated from the Mumbai Entry Points Project, in terms of which we
undertake the operation and maintenance of, and collection of toll at, the five Mumbai Entry Points, pursuant to
a contract dated November 19, 2010 with MSRDC (the Mumbai Entry Points Contract). The term of the
Mumbai Entry Points Contract is for a period of 16 years from November 20, 2010. For fiscal 2014, fiscal 2013
and fiscal 2012, the Mumbai Entry Points Project contributed 28.46%, 26.14% and 29.46%, respectively, of our
total revenues. We have made an upfront payment of ` 21,000 million to MSRDC for the Mumbai Entry Points
Project. Termination of, or substantially reduced revenue from, the Mumbai Entry Points Project would have a
material adverse effect on our results of operations and financial condition.

Competitive environment

We operate in a competitive environment. While the level and intensity of competition varies depending on the
size, nature and complexity of the projects and on the geographical region in which the project is to be
executed, the presence of significant competition in any sector in which we operate could affect our
profitability.



406
Significant Accounting Policies

1. Basis of preparation of financial information

Our restated consolidated summary statement of assets and liabilities of the Group as at March 31, 2014, 2013,
2012, 2011 and 2010 and the related restated consolidated summary statement of profits and losses and cash
flows for the years ended March 31 2014, 2013, 2012, 2011 and 2010 have been compiled by the management
from the Restated Consolidated Financial Information of the Group for the years ended March 31, 2014, 2013,
2012, 2011 and 2010.

The financial statements are prepared under the historical cost convention, on the accrual basis of accounting in
accordance with Indian GAAP and comply with the Companies (Accounting Standards) Rules, 2006 issued by
the Central Government, and the relevant provisions of the Companies Act, 1956 to the extent applicable.

The restated consolidated summary information has been prepared to comply in all material respects with the
requirements of Schedule II to the Companies Act, 1956 and the SEBI Regulations. The financial information is
presented in Indian rupees, rounded off to nearest millions, with two decimals except earnings per share data
and where mentioned otherwise.

The accounting policies have been consistently applied by our Company and are consistent with those used in
the previous years.

2. Principles of consolidation

The consolidated financial information has been prepared on the following basis:

a. The Restated Consolidated Financial Information of our Company, its Subsidiaries are combined on a
line-by-line basis by adding together the book values of like items of assets, liabilities, income and
expenses after fully eliminating intra-group balances and intra-group transactions and resultant
unrealized profits or losses in accordance with the Accounting Standard 21 Consolidated Financial
Statements prescribed in the Companies (Accounting Standards) Rules, 2006.

b. Investments in subsidiaries are eliminated and differences between the costs of investment over the net
assets on the date of the investment in subsidiaries are recognised as goodwill or capital reserve, as the
case may be.

c. The difference between the proceeds from disposal of investment in a subsidiary and the proportionate
carrying amount of its assets less liabilities as of the date of disposal is recognised in the Consolidated
Statement of Profit and Loss as the profit or loss on disposal of investment in subsidiaries.

d. Share of minority interest in the net profit is adjusted against the income to arrive at the net income
attributable to shareholders of the parent company. Minority interest's share of net assets is presented
separately in the balance sheet.

e. If losses applicable to minority interests in a consolidated subsidiary exceed the minority interests in the
subsidiary's equity , the excess and any further losses applicable to the minority interests are allocated
against the majority's interest, except to the extent that the minority interests have a binding obligation
and is able to, make good the losses. If the subsidiary subsequently reports profits, such profits are
allocated to the majority's interest until the minority interest's share of losses previously absorbed by the
majority's interest have been recovered.

f. As far as possible, the Restated Consolidated Financial Information are prepared using uniform
accounting policies for like transactions and other events in similar circumstances and are presented in
the same manner as our Companys standalone financial information.


407
g. Goodwill on consolidation is not amortised but is tested for impairment on each balance sheet date and
impairment losses are recognised, wherever applicable.

h. The financial statements of the entities used for the purpose of consolidation are drawn upto the same
reporting date as that of our Company, i.e. March 31, 2014, 2013, 2012, 2011 and 2010.
3. Current/non-current classification

The revised Schedule VI to the Companies Act, 1956 requires assets and liabilities to be classified as either
current or non-current.

An asset is classified as current when it satisfies any of the following criteria:

a. it is expected to be realised in, or is intended for sale or consumption in, the entitys normal operating
cycle;
b. it is expected to be realised within twelve months after the date of the balance sheet; or
c. it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for
at least twelve months after the date of the balance sheet.

All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be settled in, the entitys normal operating cycle;
b. it is due to be settled within twelve months after the date of the balance sheet; or
c. our Company does not have an unconditional right to defer settlement of the liability for atleast 12
months after the date of the balance sheet.

All other liabilities are classified as non-current.

All assets and liabilities have been classified as current or non-current as per our Companys normal operating
cycle and other criteria set out above which are in accordance with the revised Schedule VI to the Companies
Act, 1956.

Based on the nature of activities and the time between the acquisition of assets and their realisation in cash and
cash equivalents, our Company has ascertained its operating cycle as 12 months for the purpose of current, non-
current classification of assets and liabilities.

4. Use of estimates

The preparation of financial information in conformity with Indian GAAP requires the management to make
judgement, estimates and assumptions that affect the application of accounting policies and on the reported
amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial
information and the reported amounts of revenues and expenses during the reported period. Management
believes that the estimates and underlying assumptions used in the accounting for preparation of the financial
information are prudent and reasonable. Actual results could differ from those estimates. Any revision to
accounting estimates is recognized prospectively in current and future periods.

5. Fixed assets

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost
comprises of purchase price and any attributable cost such as duties, freight, borrowing costs, erection and
commissioning expenses incurred in bringing the asset to its working condition for its intended use.



408
I ntangible fixed assets

Toll collection rights

Intangible assets are stated at cost less accumulated amortisation and impairment losses, if any. Cost includes
acquisition and other incidental cost related to acquiring the intangible asset.
Intangible assets under development

Expenditure incurred on acquisition /construction of fixed assets which are not ready for their intended use at
balance sheet date are disclosed under Intangible assets under development.

6. Depreciation and amortisation

Depreciation

Depreciation is provided pro-rata to the period of use on the written down value method, at rates prescribed in
Schedule XIV of the Companies Act, 1956. Depreciation on addition/deletion of fixed assets during the year is
provided on pro-rata basis from / to the date of addition/deletion. Fixed assets costing up to ` 5,000 individually
are fully depreciated in the year of purchase.

Leasehold land is amortised over the period of the lease on straight line basis over the term of the lease.

Amortisation

Toll collection rights and constructed bridge on BOT basis are amortised over the concession period, using
revenue based amortisation as prescribed in Schedule XIV of the Companies Act, 1956. Under this
methodology, the carrying value of the rights is amortised in the proportion of actual toll revenue for the year to
the projected revenue for the balance toll collection period, to reflect the pattern in which the assets economic
benefits will be consumed. At each balance sheet date, the projected revenue for the balance toll period is
reviewed by the management. If there is any change in the projected revenue from previous estimates, the
amortisation of toll collection rights is changed prospectively to reflect any changes in the estimates.

7. Impairment of assets

The Group assesses at each balance sheet date whether there is any indication that an asset may be impaired. If
any such indication exists, the Group estimates the recoverable amount of the asset. An impairment loss is
recognised wherever the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is the
greater of asset value in use and net selling price. After impairment if any, depreciation is provided on the
revised carrying amount of the asset over its remaining useful life. Previously recognised impairment loss is
increased or reversed on changes in internal / external factors.

8. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of
the cost of the respective asset. Capitalisation of borrowing cost is suspended in the period during which the
active development is delayed beyond reasonable time due to other than temporary interruption. All other
borrowing costs are expensed in the period they occur. Borrowing costs consists of interest and other cost that
an entity incurs in connection with the borrowing of funds.

9. Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to our Company and
the revenue can be reliably measured.



409
Toll collection

Revenue from toll collection is recognised on actual collection of revenue and in case of contractual terms with
certain customers the same is recognised on an accrual basis.

I nterest and dividend income

Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate
applicable. Dividends are recorded when the right to receive payment is established.

10. Taxation

I ncome tax and deferred tax

Income tax expense comprises current income tax (i.e. amount of tax for the period determined in accordance
with the income tax law) and deferred tax charge or credit (reflecting the tax effects of timing differences
between accounting income and taxable income for the year) and reversal of timing differences of earlier years.
The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the
tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are
recognized only to the extent there is reasonable certainty that the assets can be realized in future; however;
where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are
recognized only if there is a virtual certainty of realization of such assets. Deferred tax assets are reviewed at
each Balance Sheet date and written down or written up to reflect the amount that is reasonably/virtually certain
(as the case may be) to be realised.

CBDT through a circular (No. 9/2014) clarified that expenditure incurred on development and construction of
infrastructure facilities like road / highways with right to collect toll has to be amortised equally as an allowable
business expenditure under the relevant positions of Income Tax Act, 1961. Our Company has relied on the
above circular for calculating tax depreciation and tax provision.

11. Minimum alternate tax (MAT)

MAT credit is recognised as an asset only when, and only to the extent there is convincing evidence that our
Company will pay normal income tax during the specified period for which the MAT credit can be carried
forward or set off against the normal tax liability. MAT credit entitlement is reviewed at each balance sheet date
and written down to the extent there is no convincing evidence to the effect that our Company will pay normal
income tax during the specified period.

12. Earnings per share

Basic earnings per share is calculated by dividing the net profit/loss for the year attributable to the equity
shareholders by the weighted average number of equity shares outstanding during the period.

Diluted earnings per share is computed using the weighted average number of equity and dilutive equity
equivalent shares outstanding during the period except where the result would be anti dilutive.

13. Employee benefits

a. Short term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term
employee benefits. Benefits such as salaries, wages, etc. and the expected cost of ex-gratia are recognized in the
period in which the employee renders the related service.



410
b. Post employment benefits

Defined contribution plans

Our Company's contribution to defined contribution plans such as Provided Fund, Employee State Insurance
and Maharashtra Labour Welfare Fund are recognised in the Statement of Profit and Loss on an accrual basis.

Defined benefit plans

Gratuity

Our Companys gratuity benefit scheme is a defined benefit plan. Our Companys net obligation in respect of
the gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned
in return for their service in the current and prior periods; that benefit is discounted to determine its present
value, and the fair value of any plan assets is deducted.

The present value of the obligation under such defined benefit plan is determined based on actuarial valuation
using the projected unit credit method, which recognizes each period of service as giving rise to additional unit
of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for
determining the present value of the obligation under defined benefit plan, are based on the market yields on
government securities as at the balance sheet date.

When the calculation results in a benefit to our Company, the recognized asset is limited to the net total of any
unrecognized actuarial losses and past service costs and the present value of any future refunds from the plan or
reductions in future contributions to the plan. Actuarial gains and losses are recognized immediately in the
Statement of Profit and Loss.

14. Operating leases

Assets acquired under leases other than finance leases are classified as operating leases. The total lease rentals
(including scheduled rental increases) in respect of an asset taken on operating lease are charged to the
statement of profit and loss on a straight line basis over the lease term unless another systematic basis is more
representative of the time pattern of the benefit.

15. Investments

Long term investments are valued at cost, less provision for other than temporary diminution in value, if any.
Current investments are valued at the lower of cost and fair value.

16. Provisions and contingencies

Our Company recognises a provision when there is present obligation as a result of a past (or obligating) event
that probably requires an outflow of resources and reliable estimate can be made of the amount of the
obligation. A disclosure for the contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation
or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.



411
Results of Operations:

The following table shows a breakdown of our results of operations and each item as a percentage of total
revenue for the periods indicated:


Fiscal Year
2014
(Restated
Consolidated)
2013
(Restated
Consolidated)
2012
(Restated
Consolidated)
(` in
million)
% of total
revenue
(` in
million)
% of total
revenue
(` in
million)
% of total
revenue
Income:
Revenue from operations
Toll and octroi collection 11,979.05 96.59 12,800.27 98.31 10,800.76 95.03
Other operating revenue
(revenue from road repairs
and maintenance work) - - - - 0.36 -
Other income 422.29 3.41 220.38 1.69 564.90 4.97
Total Revenue (A) 12,401.34 100.00 13,020.65 100.00 11,366.02 100.00

Expenses:
Operating and maintenance
expenses 8,015.33 64.63 8,332.87 64.00 6,678.96 58.76
Employee benefit expenses 498.58 4.02 525.21 4.03 412.87 3.63
Other expenses 257.80 2.08 293.66 2.26 219.39 1.93
Total Operating Expenses
(B) 8,771.71 70.73 9,151.74 70.29 7,311.22 64.33

EBITDA (A)-(B) 3,629.63 29.27 3,868.91 29.71 4,054.80 35.67

Depreciation, amortization
and impairment 1,264.30 10.19 989.66 7.60 946.87 8.33
Finance costs 3,797.08 30.62 3,765.04 28.92 3,765.88 33.13
Total Expenses (C) 13,833.09 111.55 13,906.43 106.80 12,023.97 105.79

Profit/(loss) before tax (A)
(C) (1,431.75) - (885.79) - (657.95) -

Tax expense:
Current tax 30.13 0.24 107.27 0.82 118.73 1.04
Deferred Tax (credit)/charge (265.24) - (368.18) - (171.92) -
Restated Profit/(loss) after
tax but before minority
interest (1,196.64) - (624.88) - (604.77) -
(Profit)/loss attributable to
minority shareholders (8.53) - 0.06 - 53.70 -
Pre-acquisition profit/loss
adjustment 29.81 0.24 - - - -
Restated Net profit/(loss)
after taxation for the year (1,175.36) - (624.82) - (551.07) -



412
Material Adjustments

For details of material adjustments made in the audited financial information on account of restatement, see the
section Financial Statements Annexure IVA Notes on Material Adjustments on page 337.

The components of our income and expenses are as set forth below:

Revenue

Our revenue comprise: (i) revenue from operations; and (ii) other income. Our total revenue was ` 12,401.34
million, ` 13,020.65 million and ` 11,366.02 million for the fiscal years 2014, 2013 and 2012 respectively,
representing a decrease of 4.76% during fiscal year 2014 as compared to fiscal year 2013 and an increase of
14.56%, during fiscal year 2013 as compared to fiscal year 2012. We attribute the decrease in our total revenue
during the fiscal year 2014 to decrease in revenue from toll and octroi collection.

Revenue from operations
Our revenue from operations comprises revenue from toll and octroi collection and revenue from road repair
and maintenance. However, we did not derive any revenue from road repair and maintenance during fiscal years
2014 and 2013. Our revenue from operations was ` 11,979.05 million, ` 12,800.27 million and ` 10,800.76
million for fiscal years 2014, 2013 and 2012, respectively, representing a decrease of 6.42% during fiscal year
2014 as compared to fiscal year 2013 and an increase of 18.51%, during fiscal year 2013 as compared to fiscal
year 2012. We attribute the decrease in our revenue from operations during the fiscal year 2014 to a decrease in
revenue from toll and octroi collection on account of completion of 18 Short Term Projects during fiscal year
2014 resulting in reduced revenue till commencement of new or re-awarded projects. Further, we started
focusing on Long Term Projects during fiscal year 2014 and four of our Long Term Projects commenced only
during the first half of fiscal year 2014, being the Madurai-Kanyakumari Project and Vidyasagar Setu Project
which commenced in September 2014 and the Chennai Bypass Project and the Hyderabad Bangalore Project
which commenced in May 2014.

Further, during fiscal year 2014, we suffered a loss of revenue from the Chennai Bypass Project on account of
certain force majeure events arising from non-compliance of certain provisions of the project contract by NHAI
and have preferred a claim of ` 643.40 million with NHAI. As of March 31, 2014, this claim was evaluated by
NHAI and accordingly we have neither recognised this claim as income nor have reduced our liability in the
financial information. This, together with certain other factors discussed later in this section, has resulted in a
decrease in our revenue for fiscal year 2014 as compared to fiscal year 2013.

However, pursuant to a meeting of the 3CGM Amicable Settlement Comittee of NHAI held on August 26,
2014, it has been agreed that we would be allowed to set up additional fee collection booths at five locations for
toll evasion and further that the loss in revenue as assessed by an independent engineer may be adjusted against
the outstanding concession fee payable to NHAI. For further detials, see Significant Developments after
March 31, 2014 that may affect our future Results of Operations.

Revenue from toll and octroi collection

Almost all of our operating revenue is derived from the toll collected at our toll collection projects and OMT
projects. We have also, in the past, undertaken one octroi collection project. However, we do not have any
ongoing octroi collection projects, and have not had any revenue from octroi collection in fiscal years 2014 and
2013. Toll is collected in accordance with the terms of the relevant contracts and/or notifications issued by the
authorities. Our revenue from toll and octroi collection was ` 11,979.05 million representing 96.59% of our
total revenue for the fiscal year 2014 as compared to ` 12,800.27 million representing 98.31% of our total
revenue for the fiscal year 2013 and ` 10,800.76 million representing 95.03% of our total revenue for the fiscal
year 2012.



413
Revenue from road repair and maintenance

We have also historically derived a small portion of our revenue from operations from repair and maintenance
activities of the roads constructed and operated by third parties. While we did not derive any revenue from road
repair and maintenance in fiscal years 2014 and 2013, our revenue from road repair and maintenance activities
was ` 0.36 million in fiscal year 2012.

Other income

Our other income comprises: (i) interest income (from fixed deposits, loans to related parties and others); (ii)
dividend income; (iii) profit on sale of mutual funds; and (iv) miscellaneous income. For fiscal year 2014, our
other income also included provisions which were not written back on account of no further requirement and
claims recognised against NHAI. Our other income was ` 422.29 million or 3.41% of our total revenue for the
fiscal year 2014 as compared to ` 220.38 million, or 1.69% of our total revenue for the fiscal year 2013 and `
564.90 million, or 4.97% of our total revenue for the fiscal year 2012. Except for interest income from fixed
deposits, our other income is non-recurring.

EBI TDA

Our EBITDA comprises our earnings before accounting for finance costs, taxation, depreciation and
amortisation. Our EBITDA was ` 3,629.63 million or 29.27% of our total revenue for the fiscal year 2014 as
compared to ` 3,868.91 million, or 29.71% of our total revenue for the fiscal year 2013 and ` 4,054.80 million,
or 35.67% of our total revenue for the fiscal year 2012. While our EBITDA for fiscal year 2014 is lower than
our EBITDA for fiscal year 2013, the same has remained consistent as a percentage of our total revenue for the
respective fiscal years. Our EBITDA for fiscal year 2013 was lower than our EBITDA for fiscal year 2012
primarily on account of higher operating and maintenance expenses due to increase in the concession fees paid
to authorities during fiscal year 2013 for the Short Term Projects.

Expenses

Our expenses comprise: (i) operating and maintenance expenses; (ii) employee benefit expenses; (iii)
depreciation, amortization and impairment; (iv) finance costs; and (v) other expenses. Our total expenses were `
13,833.09 million, ` 13,906.43 million and ` 12,023.97 million, for the fiscal years 2014, 2013 and 2012,
respectively.

Operating and maintenance expenses

Our operating and maintenance expenses comprise: (i) concession fees to authorities; (ii) road repairing and
maintenance expenses; (iii) toll, octroi and site attendant expenses; (iv) site expenses; (v) other operational
expenses; and (vi) supervision and independent engineer fees to authorities. Our operating and maintenance
expenses for fiscal year 2014 also included maintenance cost paid to authority in respect of certain toll
collection projects being, Nagzari Project, IRDP Solapur Project and Kalyan Shilphata Project. Our operating
and maintenance expenses as a percentage of our total revenue were 64.63%, 64.00% and 58.76% for the fiscal
years 2014, 2013 and 2012, respectively.

Employee benefit expenses

Our employee benefit expenses comprise salaries, wages and bonus, contribution to provident funds, gratuity
expenses and staff welfare expenses. Our employee benefit expenses as a percentage of our total revenue were
4.02%, 4.03%, 3.63% for the fiscal years 2014, 2013 and 2012, respectively.

Finance costs

Finance costs comprise: (i) interest expenses on loans from banks, financial institutions and other entities; and
(ii) other borrowing costs comprising of processing fees, loan foreclosure charges and bank guarantee and
commission. See the section Financial Indebtedness on page 430 for details regarding our outstanding

414
indebtedness. Our finance costs as a percentage of our total revenue were 30.62%, 28.92% and 33.13% for the
fiscal years 2014, 2013 and 2012, respectively.

Other expenses

Our other expenses include: (i) rates and taxes; (ii) remuneration paid to directors; (iii) insurance expenses; (iv)
legal consultancy and professional fees; (v) travelling expenses; (vi) business promotion and advertisement
expenses; (vii) repairs and maintenance expenses for machinery, computers and others; (viii) remuneration to
auditors; and (ix) miscellaneous expenses. Our other expenses as a percentage of our total revenue were 2.08%,
2.26% and 1.93% for the fiscal years 2014, 2013 and 2012, respectively.

Depreciation and amortisation

Depreciation includes depreciation on tangible assets such as office premises, computer systems, vehicles,
office equipments, toll equipments and furniture and fixtures. Amortisation comprises the amortisation of toll
collection rights and the bridge constructed as part of the Baramati Project which is a BOT project. Depreciation
is provided pro-rata to the period of use on the written down value method at rate prescribed in Schedule XIV of
the Companies Act, 1956. Amortisation of toll collection rights and the constructed bridge is done over the
concession period using revenue based amortisation prescribed in Schedule XIV of the Companies Act, 1956.
Under this methodology, the carrying value of the rights is amortised in the proportion of actual toll revenue for
the year to the projected revenue for the balance toll collection period, to reflect the pattern in which the assets
economic benefits will be consumed.

We have changed our method of amortisation with effect from April 1, 2012 pursuant to the notification dated
April 17, 2012 published by the Government of India, Ministry of Corporate Affairs amending Schedule XIV of
the Companies Act, 1956 in relation to amortisation of intangible assets created under Build, Operate and
Transfer, Build, Own and Operate and other form of Public Private Partnership (PPP) projects. Pursuant to
the aforesaid amendment, intangible assets (toll collection rights in the case of our Company) which have been
obtained under PPP model need to be amortised on a revenue based model whereby the carrying value of the
rights is amortised in proportion of actual toll revenue for the year to projected revenue for the balance toll
collection period. Until March 31, 2012, our Company amortised its toll collection rights on a straight line basis
over the period of the respective concession agreement. With effect from April 1, 2012, toll collection rights are
amortised over the concession period, using the above mentioned revenue based amortisation as prescribed in
Schedule XIV to the Companies Act.

Our depreciation and amortisation expenses as a percentage of our total revenue were 10.19%, 7.60% and
8.33% for the fiscal years 2014, 2013 and 2012, respectively.

Tax expenses

Tax expenses comprise of current (income) tax and deferred tax. Our tax expenses for fiscal years 2014, 2013
and 2012 were ` (235.11) million, ` (260.91) million and ` (53.19) million.

(Profit)/loss attributable to minority shareholders

(Profit)/loss attributable to minority shareholders represents the percentage of share of (profit)/loss attributed to
the minority shareholders on account of their shareholding in our Subsidiaries. The share of minority
shareholders was a profit of ` (8.53) million for the fiscal year 2014 as against a loss of ` 0.06 million for fiscal
year 2013 and a loss of ` 53.70 million for fiscal year 2012.

Discussion on our Results of Operations:
Fiscal year 2014 compared to fiscal year 2013

Our results of operations for the fiscal year 2014 were primarily impacted by the following factors:


415
decrease in revenue from operations on account of: (i) completion of certain Short Term Projects during
fiscal year 2014; (ii) commencement of certain Long Term OMT projects during fiscal year 2014; and loss
of revenue from projects on account of force majeure issues; and
increase in depreciation, amortization and impairment expenses, primarily on account of upfront payments
made to authorities.

Revenue

Our total revenue decreased by 4.76% to ` 12,401.34 million in fiscal year 2014 from ` 13,020.65 million in
fiscal year 2013. The decrease in total revenue was primarily due to a decrease in the revenue from operations
by 6.42% to ` 11,979.05 million in fiscal year 2014 from ` 12,800.27 million in fiscal year 2013.

Revenue from operations
Our revenue from operations decreased by 6.42% to ` 11,979.05 million in fiscal year 2014 from ` 12,800.27
million in fiscal year 2013. One of the factors resulting in a decrease in the revenue from operations for fiscal
year 2014 was the completion of 18 Short Term Projects during fiscal year 2014 resulting in reduced revenue
till commencement of new or re-awarded projects. Further, we started focusing on Long Term Projects during
fiscal year 2014 and four of our Long Term Projects commenced only during the first half of fiscal year 2014,
being the Madurai-Kanyakumari Project and Vidyasagar Setu Project which commenced in September 2013
and the Chennai Bypass Project and the Hyderabad Bangalore Project which commenced in May 2013.

Decrease in our revenue from operations in fiscal year 2014 was also on account of the loss of revenue from our
OMT projects with NHAI as detailed below:

(i) Hyderabad-Bangalore Project and Madurai-Kanyakumari Project: We have made claims
aggregating to ` 170.35 million against NHAI for the loss of revenue from Hyderabad Bangalore
Project on account of agitation in Seemandhra/Telengana region and for the loss of revenue from
Madurai Kanyakumari Project on account of a temporary injunction from High Court of Madras on
collection of toll from certain vehicles. We have recognised these claims as other income in fiscal year
2014.

(ii) Chennai Bypass Project: We also suffered a loss of revenue from the Chennai Bypass Project on
account of certain force majeure events arising from non-compliance of certain provisions of the
project contract by NHAI. We have preferred a claim of ` 643.40 million with NHAI and the same is
being evaluated by NHAI. We have neither recognised this claim as income nor have reduced our
liability in the financial information resulting in a decrease in our revenue from operations for fiscal
year 2014. However, pursuant to a meeting of the 3 CGM Amicable Settlement Comittee of NHAI
held on August 26, 2014, it has been agreed that we would be allowed to set up additional fee
collection booths at five locations for toll evasion and further that the loss in revenue as assessed by an
independent engineer may be adjusted against the outstanding concession fee payable to NHAI. For
further detials, see Significant Developments after March 31, 2014 that may affect our future
Results of Operations.

Other income
Our other income increased by 91.62% to ` 422.29 million in fiscal year 2014 from ` 220.38 million in fiscal
year 2013. The increase was primarily due to recognition of claims against NHAI, of ` 170.35 million, on
account of loss of revenue from Hyderabad Bangalore Project and Madurai Kanyakumari Project. For
details of claims against NHAI on account of loss of revenue, see Discussion on our Results of Operations -
Fiscal Year 2014 compared to Fiscal Year 2013 - Revenue from operations on page 414.

EBI TDA

Our EBITDA decreased by 6.18% to ` 3,629.63 million in fiscal year 2014 from ` 3,868.91 million in fiscal
year 2013. The decrease in EBITDA was primarily due to lower revenue from operations during fiscal year

416
2014 as compared to fiscal year 2013. As a percentage of our total revenue, our EBITDA decreased marginally
to 29.27% in fiscal year 2014 from 29.71% in fiscal year 2013.

Expenses

Our total expenses decreased marginally by 0.53% to ` 13,833.09 million in fiscal year 2014 from ` 13,906.43
million in fiscal year 2013. The decrease in total expenses was primarily due to a decrease in operating and
maintenance expenses, employee benefit expenses and other expenses.

Operating and maintenance expenses

As a percentage of our total revenue, operating and maintenance expenses increased marginally to 64.63% in
fiscal year 2014 from 64.00% in fiscal year 2013. Our operating and maintenance expenses decreased by 3.81%
to ` 8,015.33 million in fiscal year 2014 from ` 8,332.87 million in fiscal year 2013. Operating and
maintenance expenses consists of: (i) concession fees to authorities which decreased by 5.85% to ` 7,376.29
million in fiscal year 2014 from ` 7,834.86 million in fiscal year 2013; (ii) road repairing and maintenance
expenses which increased by 76.71% to ` 372.70 million in fiscal year 2014 from ` 210.91 million in fiscal year
2013; (iii) toll, octroi and site attendant expenses which decreased by 23.94% to ` 98.12 million in fiscal year
2014 from ` 129.00 million in fiscal year 2013; (iv) site expenses which decreased by 87.05% to ` 2.24 million
in fiscal year 2014 from ` 17.34 million in fiscal year 2013; (v) other operational expenses which increased by
6.21% to ` 128.69 million in fiscal year 2014 from ` 121.17 million in fiscal year 2013; and (vi) supervision
and independent engineer fees to authorities which increased by 30.68% to ` 25.60 million in fiscal year 2014
from ` 19.59 million in fiscal year 2013. In addition to the above, our operating and maintenance expenses for
fiscal year 2014 also included maintenance cost paid to authorities in respect of certain toll collection projects
being, Nagzari Project, IRDP Solapur Project and Kalyan Shilphata Project amounting to ` 11.69 million.

The decrease in operating and maintenance expenses was primarily due to a decrease in concession fees to the
authorities, toll, octroi and site attendant expenses and site expenses, partly offset by an increase in road
repairing and maintenance expenses, maintenance cost paid to authority, other operational expenses and
supervision and independent engineer fees to authorities. The decrease in the concession fees to the authorities
and decrease in toll, octroi and site attendant expenses was on account of completion of 18 Short Term Projects
during fiscal year 2014. The increase in road repairing and maintenance expenses in fiscal year 2014 was on
account of commencement of OMT projects during fiscal year 2014. All our ongoing OMT projects other than
Mumbai Entry Points Project commenced during fiscal year 2014. The increase in supervision and independent
engineer fees to authorities in fiscal year 2014 was on account of commencement of our obligation to pay
independent engineers fee under the Mumbai Entry Points Project in June 2012, resulting in a the total amount
paid as independent engineers fee during fiscal year 2013 being lesser than the amount paid during fiscal year
2014. Increase in the total amount paid as independent engineers fee during fiscal year 2014 was also on
account of commencement of the payment of independent engineers fee under the RGSL Project in fiscal year
2014 and annual escalation in the supervision fee payable under the Mumbai Entry Points Project.

Employee benefit expenses

Our employee benefit expenses decreased by 5.07% to ` 498.58 million in fiscal year 2014 from ` 525.21
million in fiscal year 2013. The decrease in employee benefit expenses was on account of four of our Long
Term Projects commencing only during the first half of fiscal year 2014. The Madurai Kanyakumari Project
and Vidyasagar Setu Project commenced in September 2014 and Chennai Bypass Project and Hyderabad
Bangalore Project commenced in May 2014. The decrease in employee benefit expenses was also on account of
availability of less expensive manpower in the new locations where we commenced our projects in fiscal year
2014.

As a percentage of our total revenue, employee benefit expenses decreased marginally to 4.02% in fiscal year
2014 from 4.03% in fiscal year 2013.



417
Depreciation, amortization and impairment

Depreciation, amortisation and impairment expenses increased by 27.75% to ` 1,264.30 million in fiscal year
2014 from ` 989.66 million in fiscal year 2013. The increase in depreciation, amortisation and impairment
expenses was on account of the upfront payment made to HRBC for the Vidyasagar Setu Project. As a
percentage of our total revenue, depreciation, amortisation and impairment expenses increased to 10.19% in
fiscal year 2014 from 7.60% in fiscal year 2013.

Finance costs

Finance costs increased marginally by 0.85% to ` 3,797.08 million in fiscal year 2014 from ` 3,765.04 million
in fiscal year 2013. This increase in finance costs was primarily due to achieving financial closure for our OMT
projects with NHAI and the Vidyasagar Setu Project, all having commenced in fiscal year 2014, resulting in an
increase in costs towards processing fees paid to the banks and financial institutions, bank guarantee and
commission costs and an increase in interest expenses on loan from banks in fiscal year 2014 partly offset by a
decrease in the interest expense on loans from financial institutions. As a percentage of our total revenue,
finance costs increased to 30.62% in fiscal year 2014 from 28.92% in fiscal year 2013.

Other expenses

Our other expenses decreased by 12.21% to ` 257.80 million in fiscal year 2014 from ` 293.66 million in fiscal
year 2013, primarily as a result of decrease in business promotion and advertising expenses partly offset by an
increase in remuneration paid to directors There was a decrease in business promotion and advertising expenses
in fiscal year 2014 as we did not incur substantial expenditure on sponsored programs in fiscal year 2014 as
compared to fiscal year 2013.
As a percentage of our total revenue, other expenses decreased to 2.08% in fiscal year 2014 from 2.26% in
fiscal year 2013.

Restated profit/(loss) before tax

As a result of the reasons set forth above, our restated loss before tax increased by 61.64% to ` 1,431.75 million
in fiscal year 2014 from ` 885.79 million in fiscal year 2013. Specifically, the increase in loss is attributable to
the loss in revenue from Chennai Bypass Project. Whilst we have made a claim of ` 643.40 million against
NHAI for the loss of revenue, we have neither recognised this claim as income nor have reduced our liability in
the financial information. For details, see Discussion on our Results of Operations - Fiscal Year 2014
compared to Fiscal Year 2013 - Revenue from operations on page 415.

Tax expenses

Current tax expenses decreased to ` 30.13 million in fiscal year 2014 from ` 107.27 million in fiscal year 2013
on account of lower profit before tax in fiscal 2014.
Deferred tax (credit) has decreased to ` (265.24) million in fiscal year 2014 from ` (368.18) million in fiscal
year 2013 on account of lower tax losses for fiscal year 2014
Profit/(loss) attributable to minority shareholders
In fiscal year 2014 the share of minority shareholders was a profitof ` 8.53 million compared to a loss of ` 0.06
million in fiscal 2013.
Restated loss after tax
As a result of the foregoing factors, particularly, the loss of revenue from the Chennai Bypass Project our
restated loss after tax increased by 88.11% to ` 1,175.36 million in fiscal year 2014 from ` 624.82 million in
fiscal year 2013.


418
Fiscal year 2013 compared to fiscal year 2012

Our results of operations for the fiscal year 2013 were primarily impacted by the following factors:

increase in revenue from toll and octroi collection; and
increase in expenses, primarily being operation and maintenance expenses, employee benefit expenses and
other expenses.

Revenue

Our total revenue increased by 14.56% to ` 13,020.65 million in fiscal year 2013 from ` 11,366.02 million in
fiscal year 2012. The increase in total revenue was primarily due to an increase in the revenue from operations
by 18.51% to ` 12,800.27 million in fiscal year 2013 from ` 10,801.12 million in fiscal year 2012.

Revenue from operations
Our revenue from operations increased by 18.51% to ` 12,800.27 million in fiscal year 2013 from ` 10,801.12
million in fiscal year 2012 primarily due to an increase in revenue from toll and octroi collection during fiscal
year 2013. Increase in revenue from toll and octroi collection was mainly on account of the new Short Term
Projects that commenced during fiscal year 2013. We commenced operation of 21 new Short Term Projects
during fiscal year 2013.

Other income
Our other income decreased by 60.99% to ` 220.38 million in fiscal year 2013 from ` 564.90 million in fiscal
year 2012. The decrease was primarily due to a decrease in interest income from loans to parties other than
related parties.

EBI TDA

Our EBITDA decreased by 4.58% to ` 3,868.92 million in fiscal year 2013 from ` 4,054.79 million in fiscal
year 2012. As a percentage of our total revenue, our EBITDA decreased to 29.71% in fiscal year 2013 from
35.67% in fiscal year 2012. The decrease in EBITDA was primarily on account of higher operating and
maintenance expenses due to increase in the concession fees paid to authorities during fiscal year 2013 for the
Short Term Projects.

Expenses

Our total expenses increased by 15.66% to ` 13,906.43 million in fiscal year 2013 from ` 12,023.97 million in
fiscal year 2012. The increase in total expenses was primarily due to an increase in operating and maintenance
expenses, employee benefit expenses and other expenses.

Operating and maintenance expenses

Our operating and maintenance expenses increased by 24.76% to ` 8,332.87 million in fiscal year 2013 from `
6,678.96 million in fiscal year 2012. Operating and maintenance expenses consists of: (i) concession fees to
authorities which increased by 25.51% to ` 7,834.86 million in fiscal year 2013 from ` 6,242.27 million in
fiscal year 2012; (ii) road repairing and maintenance expenses which increased by 55.19% to ` 210.91 million
in fiscal year 2013 from ` 135.90 million in fiscal year 2012; (iii) toll octroi and site attendant expenses which
decreased by 26.26% to ` 129.00 million in fiscal year 2013 from ` 174.94 million in fiscal year 2012; (iv) site
expenses which increased by 2.02% to ` 17.34 million in fiscal year 2013 from ` 16.99 million in fiscal year
2012; (v) other operational expenses which increased by 15.87% to ` 121.17 million in fiscal year 2013 from `
104.57 million in fiscal year 2012; and (vi) supervision and independent engineer fees to authorities which
increased by 356.64% to ` 19.59 million in fiscal year 2013 from ` 4.29 million in fiscal year 2012.


419
The increase in operating and maintenance expenses was primarily due to an increase in concession fees to the
authorities, road repairing and maintenance expenses and supervision and independent engineer fees to the
authorities which was partially offset by a decrease in toll octroi and site attendant expenses. Increase in
concession fees to the authorities during fiscal year 2013 was on account of an increase in Short Term Projects
in fiscal year 2013. Increase in road repairing and maintenance expenses during fiscal year 2013 was on account
of increase in certain non-routine maintenance activities during fiscal year 2013. Further, increase in
supervision and independent engineer fees to authorities during fiscal year 2013 was as a result of the
commencement of payment of independent engineers fees to MSRDC under the Mumbai Entry Points Project
from June 2012. The decrease in toll octroi and site attendant expenses during fiscal year 2013 was on account
of a rationalization undertaken by us, during fiscal year 2013, on the toll attendants required for toll plazas
operated. Further, during fiscal year 2013, we depended largely on our employees for toll collection in place of
hiring more toll attendants.

As a percentage of our total revenue, operating and maintenance expenses increased to 64.00% in fiscal year
2013 from 58.76% in fiscal year 2012.

Employee benefit expenses

Our employee benefit expenses increased by 27.21% to ` 525.21 million in fiscal year 2013 from ` 412.87
million in fiscal year 2012. The increase in employee benefit expenses was on account of an increase in toll
collection staff owing to an increase in the Short Term Projects during fiscal year 2013. Details of our
employees employed by us during fiscal year 2013 and fiscal year 2012 are set forth in the table below:

Fiscal Year No. of employees
2013 2,990
2012 2,594

As a percentage of our total revenue, employee benefit expenses increased to 4.03% in fiscal year 2013 from
3.63% in fiscal year 2012.

Depreciation and amortisation

Depreciation and amortisation expenses increased by 4.52% to ` 989.66 million in fiscal year 2013 from `
946.87 million in fiscal year 2012. The increase in depreciation and amortisation expenses in fiscal year 2013
was primarily due to an increase in revenue from the Mumbai Entry Points Project, Phalodi Ramji Project and
baramati Project, all of which involved upfront payments to authorities together with the amortisation model
followed by us.

As a percentage of our total revenue, depreciation and amortisation expenses decreased to 7.60% in fiscal year
2013 from 8.33% in fiscal year 2012.

Finance costs

Finance costs decreased marginally by 0.02% to ` 3,765.04 million in fiscal year 2013 from ` 3,765.88 million
in fiscal year 2012. This decrease in finance costs was primarily due to a decrease in processing fees paid to
banks and financial institutions during fiscal year 2013. The processing fees paid to banks and financial
institutions was higher in fiscal year 2012 on account of certain loans availed by our Company in fiscal year
2012 for the purpose of furnishing earnest money deposit, security deposit and performance security for various
projects. As a percentage of our total revenue, finance costs decreased to 28.92% in fiscal year 2013 from
33.13% in fiscal year 2012.



420
Other expenses

Our other expenses increased by 33.85% to ` 293.66 million in fiscal year 2013 from ` 219.39 million in fiscal
year 2012, primarily as a result of increase in business promotion and advertisement expenses on account of the
expenditure incurred by towards a sponsored program in fiscal year 2013.
As a percentage of our total revenue, other expenses increased to 2.26% in fiscal year 2013 from 1.93% in fiscal
year 2012.

Restated profit/(loss) before tax

As a result of the reasons set forth above, our restated loss before tax increased by 34.63% to ` 885.79 million
in fiscal year 2013 from ` 657.95 million in fiscal year 2012.

Tax expenses

Current tax expenses decreased to ` 107.27 million in fiscal year 2013 from ` 118.73 million in fiscal year 2012
on account of lower taxable profit for fiscal year 2013.

Deferred tax (credit) has increased to ` (368.18) million in fiscal year 2013 from ` (171.92) million in fiscal
year 2012 on account of higher tax losses for the Mumbai Entry Points Project in fiscal year 2013.

(Profit)/loss attributable to minority shareholders
In fiscal year 2013 the share of minority shareholders was a loss of ` 0.06 million compared to a loss of ` 53.70
million in fiscal year 2012.
Restated loss after tax
As a result of the foregoing factors, our restated loss after tax increased by 13.38% to ` 624.82 million in fiscal
year 2013 from ` 551.07 million in fiscal year 2012.

Cash Flows

The table below summarizes our consolidated cash flows for the fiscal years 2014, 2013 and 2012:
(in ` million)

Fiscal Year
2014
(Restated
Consolidated)
2013
(Restated
Consolidated)
2012
(Restated
Consolidated)
Net cash generated from operating activities (A) 4,695.69 4,313.16 3,062.10
Net cash generated from / (used in) investing activities
(B)
(478.27) (385.47) 820.27
Net cash generated (used in) financing activities (C) (3,965.04) (3,928.76) (3,745.24)
Net Increase / (Decrease) in cash and cash equivalents
(A+B+C)
252.38 (1.08) 137.13

Cash and cash equivalents increased to ` 764.13 million as of March 31, 2014 from ` 511.75 million as of
March 31, 2013 and ` 512.83 million as of March 31, 2012. Cash and cash equivalents comprises of cash on
hand, bank balance and deposits with banks.

Operating activities

Net cash generated from operating activities was ` 4,695.69 million for fiscal year 2014, and consisted of
restated loss before tax of ` 1,431.75 million, as adjusted for a number of non-cash items, primarily finance cost

421
of ` 3,797.08 million and depreciation, and amortisation of ` 1,264.30 million and certain other items including
loss on fixed assets written off of ` 3.05 million and provision for wealth tax of ` 0.28 million.

Net cash generated from operating activities was ` 4,313.16 million for the fiscal year 2013, and consisted of
restated loss before tax of ` 885.79 million, as adjusted for a number of non-cash items, primarily finance cost
of ` 3,765.04 million and depreciation and amortisation of ` 989.66 million and certain other items including
loss on fixed assets written off of ` 1.08 million, provision for wealth tax of 0.04 million and preliminary
expenses written off of ` 0.04 million.

Net cash generated from operating activities was ` 3,062.10 million for the fiscal year 2012, and consisted of
restated loss before tax of ` 657.95 million, as adjusted for a number of non-cash items, primarily finance cost
of ` 3,765.87 million and depreciation and amortisation of ` 946.87 million and certain other items including
loss on fixed assets written off of ` 0.96 million, provision for wealth tax of ` 0.12 million and preliminary
expenses written off of ` 2.32 million.

Investing activities

Net cash used in investing activities was ` 478.27 million for the fiscal year 2014, primarily due to purchase of
fixed deposits of ` 1,151.50 million, purchase of fixed assets of ` 160.13 million, purchase of intangible assets
of ` 567.03 million, purchase of non-current investments of ` 106.05 million, partially offset by amounts
received from proceeds from sale of mutual fund units and redemption/maturity of fixed deposits of ` 101.22
million and ` 1,302.67 million, respectively, interest received of ` 71.85 million and sale of non-current
investments of ` 30.00 million.

Net cash used in investing activities was ` 385.47 million for the fiscal year 2013, primarily due to purchase of
fixed assets of ` 430.55 million, purchase of mutual funds and fixed deposits of ` 549.50 million and ` 543.21
million respectively, partially offset by amounts received from proceeds from sale of mutual fund units and
redemption/maturity of fixed deposits of ` 577.55 million and ` 315.64 million respectively and interest
received of ` 273.79 million.

Net cash generated from investing activities was ` 820.27 million for the fiscal year 2012, primarily due to
amounts received from sale of mutual fund units and redemption/maturity of fixed deposits of ` 2,356.61
million and ` 248.25 million respectively, sale of non-current investments of ` 940.00 million and interest
received of ` 460.30 million, partly offset by purchase of fixed assets of ` 481.75 million and purchase of
mutual funds and fixed deposits of ` 2,379.62 million and ` 327.65 million respectively.

Financing activities

Net cash used in financing activities was ` 3,965.04 million for the fiscal year 2014, primarily as a result of
repayment of borrowings of ` 3,054.26 million and finance cost of ` 3,504.49 million and share application
money paid of ` 1,244.36 million partially offset by proceeds from borrowings of ` 3,838.07 million.

Net cash used in financing activities was ` 3,928.76 million for the fiscal year 2013, primarily as a result of
repayment of borrowings of ` 8,183.80 million and finance cost of ` 3,315.82 million, partially offset by
proceeds from borrowings of ` 7,570.84 million.

Net cash used in financing activities was ` 3,745.24 million for the fiscal year 2012, primarily as a result of
repayment of borrowings of ` 12,971.20 million and finance cost of ` 3,827.52 million, partially offset by
proceeds from borrowings of ` 11,719.65 million, proceeds from issue of shares of ` 887.50 million and share
application received of ` 453.38 million.

Total Borrowings

As of March 31, 2014, our total secured and unsecured debt on a consolidated basis amounted to ` 31,679.12
million. Almost all of our debt facilities are subject to variable interest rates or variation with reference interest

422
rates.

We maintain debt levels that we establish through consideration of a number of factors, including upfront
payment obligations to authorities, requirements for working capital support, cash flow expectations, cash
requirements for operations and our overall cost of capital.

See the section Financial Indebtedness on page 430 and the section Financial Statements Annexure XI on
page 369 for additional information about our borrowings.

Capital Commitments
Our capital commitments as at March 31, 2014, 2013 and 2012:
(in ` million)
Particulars March 31,
2014
March 31,
2013
March 31,
2012
Estimated amount of contracts remaining to be executed
on capital accounts (net of advances)
532.26 562.15 544.91

Contingent Liabilities

The following table provides our consolidated contingent liabilities as at March 31, 2014, March 31, 2013 and
March 31, 2012:
(in ` million)
Particulars
As of March
31, 2014
As of March
31, 2013
As of March
31, 2012
Interest on late payments to MSRDC 6.80 6.80 6.80
Claims made against the Company not acknowledged as
debts by the Company
861.45 -
-
Bank guarantees 3,213.31 2,922.23 1,485.45
Corporate guarantees given 35,050.30 31,392.91 30,863.91
Total 39,131.86 34,321.94 32,355.16

Off Balance Sheet Commitments and Arrangements
We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships
with standalone entities or financial partnerships that would have been established for the purpose of facilitating
off-balance sheet arrangements.

Related Party Transactions
We have engaged in the past, and may engage in the future transactions with related parties on an arms lengths
basis. Such transactions could be in the nature of, inter alia, loans, maintenance services and transfer of
moveable and immovable properties.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk and
commodities risk. We are exposed to commodity risk, interest rate risk and credit risk in the normal course of
our business.



423
Risk management procedures

The objective of market risk management is to avoid excessive exposure of our income and equity to loss. We
generally manage our market risk through effective procurement processes.

Qualitative Disclosure about Market Risks

Interest Rate Risk

Interest rate risk arises when we are exposed to changes in the fair value of our interest rate sensitive financial
instruments and borrowings which arise from changes in market interest rates. Substantially all of our
indebtedness is on floating interest rate basis, and hence we are exposed to changes in interest rates. We do not
currently use any derivative instruments to modify the nature of our exposure to floating rate indebtedness or
our deposits so as to manage interest rate risk.

Commodity Price Risk

We are exposed to market risk with respect to materials and components used for maintenance and ongoing
operations of our projects. The costs for these raw materials and components fluctuate based on commodity
prices. The costs of components sourced from outside manufacturers may also fluctuate based on their
availability from suppliers. Increase in price of materials and components resulting in an unexpected increase in
operating and maintenance costs of the project, to the extent not covered by increase in toll rates, could have an
adverse effect on our results of operations and financial condition.

I nflation

India has experienced fluctuation in inflation rates in recent years and increase in inflation rates may adversely
affect growth in the Indian economy.

We have a substantial amount of indebtedness, which requires significant cash flows to service such debts and
will continue to have substantial indebtedness and debt service obligations in the future. Increase in inflation
rates may result in increase in interest rates which will in turn affect our interest expense in respect of our
borrowings.

Inflation is also relevant with respect to the cost of materials and components used for maintenance and ongoing
operations of our projects. As inflation increases, costs of material and components may also increase leading to
an increase in our operating and maintenance costs.

While annual revision in toll rates is linked to variation in the Wholesale Price Index for our OMT projects with
NHAI, escalation in toll rates for our other projects is either pre-fixed or based on a mechanism set forth in the
contract or based on notifications to be issued by a competent authority. Increase in toll rates may not be
adequate to cover the impact of increase in interest rate and increase in operating and maintenance costs.

Known Trends or Uncertainties

Other than as described in this Draft Red Herring Prospectus, particularly in the sections Risk Factors and
Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 17 and
402 respectively, to our knowledge, there are no trends or uncertainties that have or had or are expected to have
a material adverse impact on our income from continuing operations.

Unusual or Infrequent Events or Transactions

Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no events or
transactions that may be described as unusual or infrequent.



424
Future Relationship between Costs and Income

Other than as described in the sections Risk Factors and Managements Discussion and Analysis of
Financial Condition and Results of Operations on pages 17 and 402 respectively, to our knowledge, there are
no known factors which will have a material adverse impact on our operations and finances.

Competitive Conditions

We operate in a competitive environment. Some of our competitors have greater financial resources than us, in
respect of our business, and may be bigger in size. We expect competition in tolling operations (pure toll
collection projects as well as OMT projects) from existing and potential competitors to intensify. For further
details regarding our competitive conditions and our competitors, see Risk Factors and Our Business on
pages 17 and 145, respectively.

Significant economic changes

Our business is substantially dependent on road projects in India undertaken or awarded by government
authorities and other entities funded by governments. Any change in government policies resulting in a decrease
in the amount of road and bridge projects undertaken or a decrease in private sector participation in road and
bridge projects may adversely affect our business and results of operations. For further details, see section titled
Industry on page 117.

Seasonality

Seasonal variations may adversely affect our businesses. For example, traffic volumes, and consequently our
revenue, typically register a decrease during monsoon on account of a decrease in number of persons travelling
by car. Severe weather may also require us to evacuate personnel or curtail services, may result in damage to a
portion of our equipment or facilities resulting in the suspension of operations, and increase our maintenance
costs. For further details see section titled Risk Factors on page 17.

Significant Dependence on a Single or Few Customers

Our business is substantially dependent on road projects in India undertaken or awarded by governmental
authorities and other entities funded by the Central Government and/or State Governments. We derive almost
all of our revenue from contracts awarded by a limited number of government entities being NHAI, MSRDC,
RIDCOR, RSRDC, MJPRCL and HRBC. Our business could be materially and adversely affected if there are
adverse changes in the policies and delays in awarding contracts by these authorities, among other risks. For
further details see section Risk Factors on page 17.

Significant Developments after March 31, 2014 that may affect our future Results of Operations

To our knowledge and belief, except as stated below and otherwise disclosed in this Draft Red Herring
Prospectus, no circumstances have arisen since the date of the last financial statements contained in this Draft
Red Herring Prospectus which materially affect or are likely to affect, the trading and profitability of our
Company, or the value of our assets or our ability to pay material liabilities within the next 12 months:

We have been awarded eight Short Term Projects and one Long Term Project for collection of toll.

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central
Circle 36, Mumbai have filed a writ petition before the High Court of Bombay against the order dated
July 9, 2013 passed by the Settlement Commission pursuant to a settlement application dated
September 27, 2012 made by our Company. For further details, see the section Outstanding Litigation
and Material Developments on page 457.

BTPL has issued notices to MSRDC terminating the Baramati Project on account of delay caused by
MSRDC in handing over possession of land for development as well as demanding termination

425
payment from MSRDC. However, MSRDC has not yet accepted the termination notices and
accordingly the termination process has not been completed. For further details, see the sections Risk
Factors and Our Business on pages 17 and 145.

One of our Long Term Projects for collection of toll at Nagzari was foreclosed due to closure by the
Maharashtra Government of 44 toll plazas in Maharashtra awarded to various toll contractors under
privatization projects See the section Risk Factors Our business is substantially dependent on road
projects in India undertaken or awarded by governmental authorities and other entities funded by the
Government of India or State Governments and we derive almost all of our revenues from contracts
with a limited number of government entities. Any adverse changes in the Central or State Government
policies may lead to our contracts being foreclosed, terminated, restructured or renegotiated on page
19.

The concession agreements entered into by our Subsidiaries, MEP Hamirpur and MEP Una with
HPBSMDA in December 2011, for two DBOT projects in Himachal Pradesh were terminated by us
due to non-fulfillment of certain conditions precedent by HPBSMDA. Pursuant to letters dated
September 4, 2014, HPBSMDA has refunded an amount of ` 11.70 million paid as project
development fees to HPBSMDA as well as the bank guarantees amounting to ` 57.50 million
submitted to HPBSMDA as performance security for the two projects.

Pursuant to a writ petition filed by MEP CB against NHAI before the High Court of Delhi in relation
to validity of the fee notification for the Chennai Bypass Project and non-fulfillment by NHAI of its
obligations under the MEP CB Concession Agreement and subsequent meeting of the 3CGM
Amicable Settlement Committee of NHAI held on August 26, 2014, it has been agreed that MEP CB
shall be entitled to construct toll booths at five additional locations to prevent toll evasion. NHAI has
issued a letter dated August 4, 2014 to MEP CB in this regard. For further details, see the section
Outstanding Litigation and Material Developments on page 457.

Pursuant to a termination agreement dated September 5, 2014, MIPL and ITIPL have mutually
terminated the maintenance agreement dated March 16, 2013 between MIPL and ITIPL under which
ITIPL undertook the maintenance actitivies required under the Mumbai Entry Points Project.
Thereafter, MIPL and our Company have executed a maintenance agreement dated September 8, 2014
pursuant to which our Company has agreed to undertake the entire maintenance activities as are
required to be undertaken in terms of the concession agreement and other project documents for the
Mumbai Entry Points Project.

Our Company has executed a loan agreement dated September 8, 2014 with IDBI Bank Limited for a
loan of ` 1,750 million for the purpose of payment towards mobilization advance under the
maintenance agreement dated September 8, 2014 entered into between our Company and MIPL and
for capitalization of some of the SPVs of our Group. The loan is repayable in 127 unequal monthly
structured installments commencing from September 2014. For further details, see the section
Financial Indebtedness on page 430.

We have received a letter dated September 15, 2014 from NHAI claiming a penalty of ` 155.52
million for delay in commencement of operation of the Madurai Kanyakumari Project. For further
details, see the section Risk Factors We may be subject to penalties in case we do not comply with
the terms of our contracts and in certain cases our rights to collect toll under the contract may be
suspended by the authority on page 22.

We have also received a letter dated September 19, 2014 from NHAI claiming a penalty of ` 19.76
million claiming delay in compliance with various provisions of our concession agreement with NHAI
for the Hyderabad Bangalore Project. For further details, see the section Risk Factors We may be
subject to penalties in case we do not comply with the terms of our contracts and in certain cases our
rights to collect toll under the contract may be suspended by the authority on page 22.


426
Reservations, qualifications and adverse remarks by Auditors

The following table sets forth a summary of reservations, qualifications and adverse remarks by our auditor for
the previous five financial years and the current status of the issue and the impact on our financial information
and financial position, if any:

Fiscal Year Remarks Company Response
2014 Clause (ix)(a) of the CARO

According to the information and explanations given to us and, on the basis of our
examination of the records of the Company, the Company is generally regular in
depositing with the appropriate authorities undisputed statutory dues including
Provident fund, Employees State Insurance, Income-tax, Wealth Tax, Sales-tax
and other material statutory dues though there have been slight delays in few cases
in depositing Provident Fund, Employees State Insurance, Income-tax and Sales-
tax. However, there are major delays in few cases in depositing Provident fund
though the amounts involved are not material, and there were major delays in few
cases in depositing Service tax and Income-tax dues where the amounts involved
are material, and the said amounts have been subsequently deposited. As explained
to us, the Company did not have any dues on account of Investor Education and
Protection Fund. According to the information and explanations given to us, dues
on account of Excise duty, Customs duty and Cess are not applicable to the
Company.

According to the information and explanations given to us, no undisputed amounts
payable in respect of Provident fund, Employees State Insurance, Income tax,
Service tax and other material statutory dues were in arrears as at 31 March 2014
for a period of more than six months from the date they became payable, except in
case of the following:

Name
of the
Statute
Nature
of Dues
Amount
(in `
million)
Period to
which the
amount
relates
Due
Date
Date of
Payment
Sales
Tax
Value
Added
Tax
0.15
January
2013
Within
21 days
from
end of
each
month
28-Sep-
13
The
Income
Tax
Act,
1961
Tax
Collected
at Source
7.66
Assessment
year 2014-
15
Within
7 days
from
the end
of the
month
11-Jul-
14

According to the information and explanations given to us, there are no dues of
Income-tax, Sales-tax and Wealth Tax which have not been deposited with the
appropriate authorities on account of any dispute. According to the information and
explanations given to us, dues on account of Excise duty, Customs duty and Cess
are not applicable to the Company. The particulars of dues of Service Tax as at 31
March 2014 which has not been deposited are as follows

Name of
the
Statute
Nature of
the Dues
Amount
(in `
million)
Period to
which the
amount
relates
Forum
where
dispute is
pending
The
Finance
Act, 1944
Service tax 817.12
2007-08 to
2011-12
Customs,
Excise and
Service


Our Company has
generally been
regular in depositing
statutory dues.
These amounts have
subsequently been
paid and the
management has
taken steps to avoid
delays.








Our Company has
generally been
regular in depositing
statutory dues.
These amounts have
subsequently been
paid and the
management has
taken steps to avoid
delays.
















The Service Tax
amount is due as the
demand is being
contested by our
Company. For
details please see the
section Outstanding
Litigation and

427
Fiscal Year Remarks Company Response
Tax
Appellate
Tribunal
(CESTAT)
Material
Developments
Litigation involving
our Company
Litigation against
our Company
Service Tax on
page 457.
2014 Clause (xi) of the CARO
According to the information and explanations given to us, the Company has not
defaulted in repayment of dues to its banks or to any financial institutions except
for repayment of principal dues ranging from Rs 1.91 million to Rs 3,75.00 million
due to the banks which was overdue for a period ranging from 1 day to 31 days.
The amounts as mentioned above have been repaid on various dates during the
year as well as subsequent to the date of the Balance Sheet.
The management is
taking best efforts to
service the debts
taken by our
Company on time.
These amounts have
been paid
subsequent to the
date of the balance
sheet.
2013 Clause (ix)(a) of the CARO
According to the information and explanations given to us and, on the basis of our
examination of the records of the Company, the Company is generally regular in
depositing with the appropriate authorities undisputed statutory dues including
Provident fund, Employees State Insurance, Income-tax, Wealth tax, Sales-tax and
other material statutory dues though there have been slight delays in few cases in
depositing Provident Fund, Employees State Insurance, Income-tax and Sales- tax
dues. However, there are major delays in few cases in depositing Service tax and
Works Contract tax dues though the amounts involved are not material, and the
said amounts have been subsequently paid. As explained to us, the Company did
not have any dues on account of Investor Education and Protection Fund.
According to the information and explanations given to us, dues on account of
Excise duty, Customs duty and Cess are not applicable to the Company.

According to the information and explanations given to us, no undisputed amounts
payable in respect of Provident fund, Employees State Insurance, Service tax,
Income-tax, Wealth tax, Sales-tax and other material statutory dues were in arrears
as at 31 March 2013 for a period of more than six months from the date they
became payable, except in case of the following:

Name of
the
Statute
Nature
of Dues
Amount
(in `
million)
Period to
which the
amount
relates
Due
Date
Date of
Payment
Sales
Tax
Work
Contract
Tax
0.1 2012 -2013
Within
21 days
from
end of
each
month
22-Apr-13
The
Income
Tax Act,
1961
Interest
on
delayed
payment
of TDS
1.6
Assessment
year 2012-
13
Within
15 days
from the
service
of the
notice,
viz
8 June
2012
23
September
2013 and
25
September
2013



Our Company has
generally been
regular in depositing
statutory dues.
These amounts have
subsequently been
paid and the
management has
taken steps to avoid
delays.









Our Company has
generally been
regular in depositing
statutory dues.
These amounts have
subsequently been
paid and the
management has
taken steps to avoid
delays.

428
Fiscal Year Remarks Company Response
Clause (xi) of the CARO
According to the information and explanations given to us, the Company has not
defaulted in repayment of dues to its bankers or to any financial institutions except
for certain required prepayments of loans due to a bank ranging from Rs 18.00
million to Rs 239.09 million. The period of delay for the said loans ranges from 77
days to 494 days. Of the above said loans, the Company has repaid Rs 56.52
million on various dates subsequent to the Balance Sheet date, and for the balance
has mutually agreed the repayment schedule.
The management is
taking best efforts to
service the debts
taken by our
Company on time.
These amounts have
been paid
subsequent to the
date of the balance
sheet.
2012 Clause (vii) of the CARO
In our opinion and according to the information and explanations given to us, the
Company does not have a formal internal audit system.


According to the records of the Company, statutory dues like, investor education
protection fund, sales tax, service tax, customs duty, excise duty, cess and other
statutory dues are not applicable to the Company, the Company is generally regular
in depositing with the appropriate authorities income tax dues. Further, according
to information and explanations given to us, no undisputed amounts payable in
respect of direct taxes is outstanding except for below, as at the Balance Sheet date
for a period of more than six months from the date they became payable.
Name of
the Statute
Nature of
Dues
Amount
(in `
million)
Period to
which the
amount
relates
Due Date
Wealth-Tax
Act, 1957
Wealth tax 0.1
Assessment
year 2011-
12
6 months
from the end
of the
financial
year.

Our Company had
adequate internal
control systems and
was contemplating
to constitute an
internal audit
department to cater
to its requirements.


Our Company has
generally been
regular in depositing
various st. dues.
These amounts have
been subsequently
has been paid and
the management has
taken steps to avoid
the delays

2011 Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the
Company does not have a formal internal audit system.
Our Company had
adequate internal
control systems and
was contemplating
to constitute an
internal audit
department to cater
to its requirements.
Clause (ix)(a) of the CARO

According to the records of the Company, statutory dues like, investor education
protection fund, sales tax, service tax, customs duty, excise duty, cess and other
statutory dues are not applicable to the Company, the Company is generally regular
in depositing with the appropriate authorities income tax dues. Further, according
to information and explanations given to us, no undisputed amounts payable in
respect of direct taxes is outstanding except for below, as at the Balance Sheet date
for a period of more than six months from the date they became payable.

Name of
the
Statute
Nature of
Dues
Amount
(in `
million)
Period to
which the
amount
relates
Due Date
Wealth-
Tax Act,
1957
Wealth tax 0.04
Assessment
year 2008-
09
6 months
from the
end of the
financial
year.
Wealth-
Tax Act,
Wealth tax 0.17
Assessment
year 2009-
6 months
from the
Our Company had
adequate internal
control systems and
was contemplating
to constitute an
internal audit
department to cater
to its requirements.

429
Fiscal Year Remarks Company Response
1957 10 end of the
financial
year.
Wealth-
Tax Act,
1957
Wealth tax 0.11
Assessment
year 2010-
11
6 months
from the
end of the
financial
year.
2011 As per Audit Report point (iv)

The Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt with
the accounting standards referred to in sub-section 3C of Section 211 of the
Companies Act, 1956 Except for Accounting 15 Employee Benefits with respect
to the pending gratuity cover, referred to in Notes to Accounts at serial no 2(h)(iii)
Retirement and other employee benefits
Our Company has
complied with this
accounting standard
subsequently.
2010 Clause (vii) of the CARO

In our opinion and according to the information and explanations given to us, the
Company does not have a formal internal audit system.
Our Company had
adequate internal
control systems and
was contemplating
to constitute an
internal audit
department to cater
to its requirements.




2010 Clause (ix)(a) of the CARO

According to the records of the Company, statutory dues like, investor education
protection fund, sales tax, service tax, customs duty, excise duty, cess and other
statutory dues are not applicable to the Company, the Company is generally regular
in depositing with the appropriate authorities income tax dues. Further, according
to information and explanations given to us, no undisputed amounts payable in
respect of direct taxes is outstanding except for below, as at the Balance Sheet date
for a period of more that six months from the date they became payable.

Name of
the
Statute
Nature
of Dues
Amount
(in `
million)
Period to
which the
amount
relates
Due
Date
Date of
Payment
Wealth-
Tax Act,
1957
Wealth
tax
0.04
Assessment
year 2008-
09
6 months
from the
end of
the
financial
year.
28-Apr-
11
Wealth-
Tax Act,
1957
Wealth
tax
0.17
Assessment
year 2009-
10
6 months
from the
end of
the
financial
year.
28-Apr-
11

Our Company has
generally been
regular in depositing
statutory dues.
These amounts have
subsequently been
paid and the
management has
taken steps to avoid
delays.


As per Audit Report point (iv)

The Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt with
the accounting standards referred to in sub-section 3C of Section 211 of the
Companies Act, 1956 Except for Accounting 15 Employee Benefits with respect
to the pending gratuity cover, referred to in Notes to Accounts at serial no 2(h)(iii)
Retirement and other employee benefits
Our Company has
complied with this
accounting standard
subsequently.


430
FINANCIAL INDEBTEDNESS

Set forth below is a brief summary of our outstanding secured financial arrangements, on a consolidated basis:

Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
Indebtedness of our Company
Canara Bank

Facility
agreement
dated
September 10,
2013 and
sanction letter
dated August
20, 2013

Overdraft facilities
and bank guarantee
500 (fund based)

1,000 (non fund
based)
505.02 (fund based)

50.00 (non fund
based)
Fund based base
rate plus 3.00%
p.a. (currently
13.20% p.a.)

Non fund based
Bank guarantee
commission at
50.00% of normal
commission
charges of Canara
Bank
Tenure of
the bank
guarantee is
one year for
bid bond
bank
guarantee
and five and
a half years
for other
bank
guarantees
For bid bonds, in
lieu of security
deposits, earnest
money deposits
and retention
monies, for
performance
security as may
be required from
time to time for
various projects
awarded by
NHAI, PWDs,
MSRDC and
RIDCOR, etc.
for our
Companys
projects for
securitization of
toll collection
and for other
purposes as may
be required in
connection with
our Companys
business from
time to time.
Note 1
IDBI Bank Short term loan 750 (fund based) 379.14 (fund based) IDBI base rate plus Repayable in For the purpose Note 2

431
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
Limited

Loan
Agreement
dated March 17,
2012 and
sanction letters
dated March 6,
2012 and
March 12, 2012
300 basis points
p.a. (currently
13.25% p.a.)
two equal
instalments
of ` 375
million each
on March 1,
2014 and
March 1,
2015
of making
payments
towards projects
being undertaken
for development
of
instrasutucture
except real estate
sector.
IDBI Bank
Limited

Facility
Agreement
dated March 17,
2012 and
sanction letters
dated March 6,
2012 and May
30, 2013

Working capital
facility (bank
guarantee)
1,250 (non fund
based)
1,068.88 (non fund
based)
(2)

Performance
guarantee
commission of
0.75% p.a. and
financial guarantee
commission of
1.00% p.a., both
payable upfront on
a quarterly basis
Tenor of
three years
Issuance of bank
guarantees
towards earnest
money deposit /
performance
security on
behalf of our
Company /
subsidiary
companies /
SPVs / joint
venture /
consortium
where our
Company is a
promoter with a
holding not less
than 51%
Note 3
TJSB Sahakari
Bank Limited

Term loan
agreement
dated August
Term loan 53.82 (fund based) -

Our Company has
repaid this loan on
September 9, 2014
2.35% below the
banks prime
lending rate,
subject to a
minimum of
13.00% p.a.
Repayable in
12 unequal
monthly
instalments
commencing
from
To part finance
payment to be
made to RSRDC
towards toll
collection for
Mahua-
Note 4

432
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
22, 2013 and
sanction letters
dated March 20,
2013 and April
15, 2013
September
2013
Hindaun-Karauli
Project
Allahabad Bank

Facility
agreement
dated March 28,
2014 and
sanction letter
dated March 20,
2014
Short term loan
facility and bank
guarantee
500 (fund based)

1,000 (non-fund
based)
505.33 (fund based)

Nil (non-fund
based)
Fund based facility
base rate plus
2.30% spread
(currently 12.55%
p.a.)

Non fund based
facility
commission of
1.00% payable
upfront quarterly
Fund based
bullet
repayment at
the end of
tenor of the
facilties
upon release
of
bid/performa
nce security
by the
authority

Bank
guarantee
tenor of six
years
Payment of
earnest money
deposit for
participating in
the bidding
process of
various
contracts, cash
security for bids
and for
providing
performace
securities to be
given to
authorities.
Note 5
Bank of India

Agreement
dated December
20, 2013 and
sanction letters
dated December
29, 2010; June
9, 2012 and
November 27,
2013
Overdraft facilities
and bank guarantee
500 (fund based)

1,500 (non fund
based)
499.98 (fund based)

761.35 (non fund
based)
Fund based facility
Base rate plus
2.25% (floating)
(currently 12.45%
p.a.)

Non-fund based
facility
commission of
1.00%
Fund based
bullet
repayment at
the end of
tenor of the
facilties
upon release
of
bid/performa
nce security
by the
authority
Overdraft limit
for the purpose
of furnishing bid
security,
performance
security for short
term projects
maximum upto 3
years and for
making upfront
payments to the
authorities.
Note 6

433
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security

Bank
guarantee
tenor of six
years
The Kalyan
Janata Sahakari
Bank Limited

Loan agreement
dated July 4,
2014 and
sanction letter
dated June 28,
2014
Term loan 103.80 (fund based) 103.97 (fund based) 13.00% p.a.
(floating) at
monthly reset
Repayable in
four equal
weekly
instalments
of ` 25.95
million each
during the
twelfth
month from
the date of
first
disbursement
Reimbursement
of performance
security deposit
already paid by
our Company in
respect of
Paduna, Dasna
and Gurau toll
plazas for
utilisation of
these funds
towards working
capital
requirements of
our Company
like paying
performance /
bid security
deposits for
securing new
contracts
Note 7
The Kalyan
Janata Sahakari
Bank Limited

Loan agreement
dated October
31, 2013 and
sanction letter
Term loan 95 (fund based) 75.85 (fund based) 13.00% p.a. at
monthly rest
(floating)
Repayable in
35 monthly
instalments
commencing
after one
month from
the date of
first
Investment in
group units for
general
corporate
purpose
Note 8

434
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
dated October
27, 2013

disbursement
as follows:

First 17
instalments
` 2 million
each

Next 11
instalments
` 3 million
each

Last 7
instalments
` 4 million
each
IDBI Bank
Limited

Loan agreement
dated
September 8,
2014 and letter
of intent dated
August 7, 2014
Rupee term loan 1,750 (fund based) -

As on August 31,
2014, our Company
has not drawndown
any amount under
this loan
IDBI Banks base
rate + spread of
275 bps (currently
13.00% p.a.)
Repayable in
127 unequal
monthly
structured
instalments
commencing
from
September,
2014
Payment towards
mobilization
advance under
the maintenance
agreement
entered by our
Company and
for capitalization
of some of the
SPVs of our
Group
Note 9
Total amount outstanding as on August 31, 2014 (In `
million)
2,069.29 (fund based)

1,880.23 (non fund based)



435
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
Indebtedness of our Subsidiaries

MIPL
IDFC Limited

Rupee loan
agreement
dated January
25, 2011 and
sanction letter
dated January
21, 2011
Rupee loan 4,000 (fund based) 4,076.54 (fund
based)
IDFC benchmark
rate plus spread of
2.50% p.a.
(currently 11.90%
p.a.)
To be repaid
in 324
structured
fortnightly
instalments
commencing
from
October 1,
2012
For investment
in various
infrastructure
initiatives of the
group, capital
expenditure,
general
corporate
purpose, etc.
Note 10
IDFC Limited

Rupee loan
agreement
dated
September 27,
2010 read with
the First
amendment
agreement to
the loan
agreement
dated March 8,
2013 and the
Accession Deed
cum
Amendment
Agreement to
the rupee loan
Agreement
dated March 8,
2013
Rupee loan 9,210 (fund based) 9,379.98 (fund
based)
IDFC benchmark
rate plus spread of
1.90% p.a.
(benchmark rate is
3 year IDFC
Benchmark Rate)
(currently 11.35%
p.a.)
To be repaid
in 312
unequal
fortnightly
instalments
commencing
from
October 1,
2011
Part financing of
the project
involving
securitisation of
five Mumbai
Entry Points
along with
maintenance of
flyovers and
allied structures
Note 11

436
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
India
Infrastructure
Finance
Company
Limited

Takeout
agreement
dated March 8,
2013 read with
Accession Deed
cum
Amendment
Agreement to
the rupee loan
Agreement
dated March 8,
2013 and
sanction letter
dated
September 12,
2012
Rupee loan 4,000 (fund based) 4,106.67 (fund
based)
IIFCL benchmark
rate plus spread of
1.00% p.a.
(benchmark rate
set by IIFCL from
time to time)
(currently 11.00%
p.a.)
To be repaid
in 109
unequal
monthly
instalments
commencing
from
October
2013
Part financing of
the project
involving
securitisation of
five Mumbai
Entry Points
along with
maintenance of
flyovers and
allied structures
Note 12
Canara Bank

Rupee Loan
agreement
dated
September 27,
2010 read with
Deed of
Assignment and
Transfer dated
April 19, 2011
and read with
Rupee term loan 5,000 (fund based) 5,094.60 (fund
based)
IDFC Benchmark
rate plus spread of
1.90% p.a.
(benchmark rate is
3 year IDFC
Benchmark Rate)
(currently 11.35%
p.a.)
To be repaid
in 312
unequal
fortnightly
instalments
commencing
from
October 1,
2011
Part financing of
the project
involving
securitisation of
five Mumbai
entry points
along with
maintenance of
flyovers and
allied structures
Note 13

437
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
Accession Deed
cum
Amendment
Agreement to
the rupee loan
Agreement
dated March 8,
2013
HDFC Bank
Limited

Rupee Loan
agreement
dated
September 27,
2010 read with
Deed of
Assignment and
Transfer dated
October 25,
2010 and read
with Accession
Deed cum
Amendment
Agreement to
the rupee loan
Agreement
dated March 8,
2013
Rupee term loan 3,000 (fund based) 3,080.96 (fund
based)
Benchmark rate
plus spread of
1.90% p.a.
(benchmark rate is
3 year IDFC
Benchmark Rate)
(currently 11.35%
p.a.)
To be repaid
in 312
unequal
fortnightly
instalments
commencing
from
October 1,
2011
Part financing of
the project
involving
securitisation of
five Mumbai
entry points
along with
maintenance of
flyovers and
allied structures
Note 14
L&T
Infrastructure
Limited

Facility
Rupee loan 2,000 (fund based) 2,021.14 (fund
based)
L&T Infra Prime
lending rate minus
2.75% payable
monthly (currently
13.75% p.a.)
Repayment
in structured
monthly
instalments
from July 1,
For funding
infrastructure
activities within
the group
Note 15

438
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
Agreement
dated July 2,
2011 and
sanction letter
dated June 29,
2011
2012 and
ending in
June 2025
after a
moratorium
period of 12
months
Canara Bank

Sanction letter
dated
September 27,
2010

Bank guarantee 375.70 (non fund
based)
321.88 (non fund
based)
Commission of
50.00% of the
normal
commission rates
of the bank
Tenor of 19
years
To issue six
performance
bank guarantees
in favour of
MSRDC towards
performance
obligations to
operate, monitor
and maintain the
projects awarded
by MSRDC for
toll securitisation
on the five
Mumbai Entry
Points with an
agreed
concession
period of 16
years and 11
months
Note 16

Total amount outstanding as on August 31, 2014 (In `
million)
27,759.89 (fund based)

321.88 (non fund based)
MEP CB

IDBI Bank
Limited
Performance bank
guarantee
594 (non-fund based) 594.00 (fund based) Bank guarantee
commission to be
Facility to
remain in
Finance of the
irrevocable and
Note 17

439
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security

Facility
Agreement
dated February
6, 2013 and
sanction letter
dated February
4, 2013
paid annually at
the rate of 1.00%
p.a.
force for a
period of 36
months from
date of the
agreement

Performance
Bank
Guarantee is
repayble on
demand
unconditional
performance
security/
guarantee to be
provided by the
borrower for the
project
operation,
maintenance and
transfer for the
Chennai Bypass
Project
IDBI Bank
Limited

Facility
Agreement
dated February
6, 2013 and
sanction letter
dated February
4, 2013
Rupee term loan 100 (fund based) 38.58 (fund based) Benchmark Prime
Lending Rate plus
250 basis points
(currently 12.75%
p.a.)
Principal
amount to be
repaid in 28
monthly
installments
commencing
after a
moratorium
of 3 months
from the
commercial
operation
date
Part financing
construction of
new toll plaza,
augmentation of
existing toll
plaza, various
road, furniture,
etc. for the
Chennai Bypass
Project
Note 18
Total amount outstanding as on August 31, 2014 38.58 (fund based)

594.00 (non fund based)
MEP Nagzari

Dombivli
Nagari Sahakari
Bank Limited

Term loan 83.75 (fund based) 42.08 (fund based) The borrower shall
pay interest on the
term loan
outstanding from
Repayment
in 32
unequal
monthly
Upfront payment
and non
refundable
maintenance
Note 19

440
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
Term loan
agreement
dated January
29, 2013 and
sanction letter
dated
November 27,
2012
time to time at the
applicable interest
rate, subject to
change as per the
directive of the
RBI and decision
of the lender from
time to time.
(currently 13.50%
p.a.)
installments
commencing
from the
month of
disbursement
of the term
loan
charges for the
collection of
Toll at toll
station, namely
at Nazgari-
Kherda-Karanja
Road
Total amount outstanding as on August 31, 2014 42.08 (fund based)
RTRPL

IDBI Bank
Limited

Term loan
agreement
dated June 5,
2013 and
sanction letter
dated May 22,
2013 and letters
dated April 1,
2014
Rupee term loan 157 (fund based) 109.46 (fund based) Benchmark prime
lending rate plus
275 basis points
(currently 13.00%
p.a.)
Repayment
in 28
unequal
monthly
installments
starting after
a
moratorium
period of
three months
from the
commercial
operation
date.
Financing the
operation,
maintenance,
and tolling
project of
Madurai-
Kanyakumari
section of
National
Highway 7 in
Tamil Nadu on
OMT Basis
Note 20
IDBI Bank
Limited

Facility
agreement
dated June 5,
2013 and
Performance bank
guarantee
648 (non-fund based) 648 (non-fund
based)
Bank Guarantee
commission to be
paid annually at
the rate of 1.00%
p.a
Facility to
remain in
force for a
period of 36
months from
date of the
agreement.
To provide an
irrevocable and
unconditional
performance
security to
NHAI for
financing the
Note 21

441
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
sanction letter
dated May 22,
2013

Bank
guarantee is
repayable on
demand


operation,
maintenance,
and tolling
project of
Madurai-
Kanyakumari
section of
National
Highway 7 in
Tamil Nadu on
OMT Basis
Total amount outstanding as on August 31, 2014 109.46 (fund based)

648 (non-fund based)
MEP HB
Allahabad Bank
Limited

Facility
agreement
dated December
24, 2013 and
sanction letter
dated December
17, 2013

Term loan and bank
guarantee
350 (fund based)

486 (non-fund based)
318.89 (fund based)

486 (non fund
based)
Base rate + spread
of 2.30%
(floating);
(currently 12.55%
p.a.)

Bank guarantee
commission 1%
p.a.
16 unequal
quarterly
instalments
with first
instalment
commencing
from
December
2013

Bank
guarantee
shall have a
tenor of 6
years
For the purpose
of operation and
maintenance
activities for the
Hyderabad
Bangalore
Project and to
assure the
payment of
balance amount
of MEP HBs
obligation
specified in the
MEP HB
Concession
Agreement
Note 22
Total amount outstanding as on August 31, 2014 318.89 (fund based)

486 (non fund based)

442
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
MEP Solapur

Dombivli
Nagari Sahakari
Bank Limited

Term loan
agreement
dated January 2,
2014 and
sanction letter
dated January 1,
2014
Revolving term loan 63.75 (fund based) 30.02 (fund based) 13.50% p.a. Repayment
in 12
equated
monthly
installments
commencing
from the
month of
disbursement
Financing for the
toll collection
project at four
places/toll
stations in
Solapur IRDP
Note 23
Total amount outstanding as on August 31, 2014 30.02 (fund based)
BTPL

Bank of Baroda

Common rupee
loan agreement
dated July 2,
2011 and
sanction letters
dated May 31,
2011;
November 23,
2012 and May
23, 2014


Rupee term loan 539.50 (original
sanction of ` 594.10)
(fund based)
553.83 (fund based) Base rate plus
2.50% p.a.
(currently 12.75%
p.a.)
Repayment
period is
nine years
and nine
months to be
made in 39
unequal
quarterly
instalments
commencing
in 2012 and
ending in
2021
Financing for the
project at
Baramati on a
build, operate
and transfer
basis including
maintenance of
roads
constructed
under IRDP
Baramati and
ASIDE scheme
Note 24
Total amount outstanding as on August 31, 2014 553.83 (fund based)



443
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
RVPL

IDFC Limited

Rupee loan
agreement
dated
September 10,
2010 and
sanction letter
dated
September 9,
2010
Rupee term loan 1,500 (fund based) 447.41 (fund based) Benchmark rate
plus spread of
1.90% p.a.
(currently 12.35%
p.a.)

(benchmark rate is
3 year IDFC
Benchmark Rate)
Repayment
in 112
unequal,
fortnightly
instalments
commencing
from
November
15, 2010
Upfront payment
to RIDCOR
towards tolling
rights at Phalodi
Pachpadra
Ramji Ki Gol
Road Project
Note 25
Total amount outstanding as on August 31, 2014 447.41 (fund based)
RTBPL

Allahabad Bank

Facility
agreement
dated
September 6,
2013 and first
supplemental
facility
agreement
dated July 23,
2014 and
sanction letters
dated
September 3,
2013 and July
2, 2014
Term loan and bank
guarantee
400 (fund based)

250 (fund based)

1,566 (non fund
based)
318.87 (fund based)

As on August 31,
2014, our Company
has not drawndown
any amount under
the non fund based
facility
Fund based base
rate + 2.30%
p.a.with monthly
resets (Spread shall
be reset after one
year and every
year during the
ternure of the
facilities)
(currently 12.55%
p.a)

Non fund based
Commission of
1.00% payable on
quarterly basis
Fund-based
limit of `
400 million
Repayment
from the
third tranche
in 12 equal
monthly
installments
commencing
from the
month of
disbursement
. The last
tranche
repayment
will be fixed
Fund-based limit
of ` 400 million
and non fund-
based limit of `
1,566 million
Financing part of
the yearly
upfront payment
to be made to
HRBC ; to meet
the cost of
upgradation of
the toll
collection
system; and
assuring
payment of
Note 26

444
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
so that the
loan is
repaid before
end of the
contract
period.

Fund-based
limit of `
250 million
Repayment
in 48
unequal
monthly
instalments
after
moratorium
of two
months, to
be reduced
depending
on the date
of
disbursement
to ensure
that the loan
is repaid
before the
expiry of the
contract
period.

Non fund-
based
balance amount
of RTBPLs
obligation under
the contract to be
entered into by
RTBPL with
HRBC;
Fund-based limit
of ` 250 million
to be utilised
by RTBPL for
its business
purpose and
various tolling /
OMT projects
and
infrastructure
initiatives of the
parent company
including
bidding activities

445
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
Tenor of 63
months from
September
2013 till
November
2018
Total amount outstanding as on August 31, 2014 318.87 (fund based)
MEP RGSL

IDBI Bank
Limited
Loan agreement
dated March 28,
2014 and
sanction letters
dated March 21,
2014 and
March 27, 2014
Rupee term loan 100 (fund based) 74.00 (fund based) Benchmark prime
lending rate plus
175 bps (currently
12% per annum)
Repayment
in 33
unequal
monthly
instalments
commencing
from May 1,
2014
Securitization of
toll receivables
Note 27
Jankalyan
Sahakari Bank
Limited

Agreement for
Loan dated
February 1,
2014 and
sanction letter
dated January
23, 2014
Term loan 190 (fund based) 186.58 (fund based) 12.00% p.a. Repayment
in 33
unequal
instalments
commencing
from June
2014 after a
moratorium
period of
three months
For payment of
security deposit
and upfront
charges to
MSRDC against
toll collection
rights for Rajiv
Gandhi sea link
project
Note 28
Dombivli
Nagari Sahakari
Bank Limited

Term loan 150 (fund based) 129.67 (fund based) 12.00% at monthly
resets
Repayable in
unequal
monthly
instalments
To be used to
invest funds into
the Company by
way of
Note 29

446
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
Term loan
agreement
dated March 22,
2014 and
sanction letter
dated March 15,
2014
commencing
from June
2014
unsecured loans
and the same
will be used for
payment of
security deposit,
earnest money,
margin for bank
guarantee, etc. in
various toll
projects
Total amount outstanding as on August 31, 2014 390.25 (fund based)
RTIPL

Bank of India

Loan agreement
dated July 16,
2014 and
sanction letter
dated June 18,
2014
Term loan and bank
guarantee
260 (fund based)

220.80 (non-fund
based)
261.55 (fund based)

As on August 31,
2014, our Company
has not drawndown
any amount under
the non fund based
facility
Fund based base
rate + spread of
230 bps floating
(currently 12.50%
p.a.)

Non-fund based
commission of
1.00% p.a
Fund based
facility
Repayment
of ` 85
million in
first 21
months by
way of
unequal
monthly
instalments
after initial
moratorium
of 1 month
out of the
surplus
generated
from
revenue and
repayment of
` 175
To fund the cost
of project
awarded by
MSRDC
Note 30

447
Name of the
Lender and
documentation
Nature of Loan Sanctioned amount
(in ` million)

Total outstanding
amount as on
August 31, 2014
(in ` million)
(1)

Interest rate

Repayment
schedule
Purpose Details of
the Security
million i.e.
the funded
amount of
security
deposit at the
end of 30
months or on
receipt of
security
deposit from
MSRDC,
whichever is
earlier from
the date of
first
drawdown

Non-fund
based
facility two
years
Total amount outstanding as on August 31, 2014 261.55 (fund based)
(1) Includes interest, liquidated damages and other charges but excludes interest accrued but not due as on August 31, 2014.
(2) Includes a bank gurantee amounting to ` 493.60 million which has been issued on behalf of a Subsidiary and bank guarantee of ` 486.00 million which has expired but under
the claim period.

We have availed vehicle loans, commercial vehicle loans and equipment finance loans from certain lenders. As on August 31, 2014, the total outstanding amount
under our vehicle loans, commercial vehicle loans and equipment finance loans was ` 45.99 million, ` 7.50 million and ` 22.44 million, respectively, on a
consolidated basis.

Corporate Actions:

Many of our financing arrangements entail various restrictive conditions and covenants restricting certain corporate actions, and we are required to take the prior
approval of the lender before carrying out such activities.

448

For instance, we are required to intimate to the lenders in the following instances:

to alter our capital structure in any manner
formulate any scheme of amalgamation or reconstruction;
declare or pay dividend for any year except out of profits for the year and after meeting the banks obligations;
create any further charge, lien or encumbrance on hypothecated assets or any part thereof;
undertake any new projects or implement any scheme of expansion or acquire fixed assets except those indicated in the funds flow statement submitted
to the banks;
create any charge, lien or encumbrance over its undertakings;
sells, assign, mortgage or otherwise dispose off any of the fixed assets charged to the banks.

In terms of the escrow agreements entered into for our projects, the proceeds from the projects are deposited in an escrow account and are utilised in a manner
prescribed in the contracts.

Notes:

Note 1

Personal guarantees of Dattatray P. Mhaiskar and Jayant D. Mhaiskar and corporate guarantee of ITIPL.
For the bank guarantee - Security in the form of 10.00% cash margin by way of pledge of term deposits of our Company with the bank.
For the overdraft facility- first charge/hypothecation/assignment of security interest in the escrow account of the project.

Note 2

First charge / hypothecation / assignment of security interest on the escrow account of our Company through which the cash flow of the project would
be routed.
Personal guarantees of Dattatray P. Mhaiskar and Jayant D. Mhaiskar and corporate guarantee of ITIPL.
Pledge of 500,000 equity shares of IRB Infrastructure Developers Limited held by Dattatray P. Mhaiskar.
Negative lien on 2,50,000 equity shares of IRB Infrastructure Developers Limited held by Dattatray P. Mhaiskar and Jayant D. Mhaiskar.

Note 3

First charge / hypothecation / assignment of security interest on the escrow account of the borrower through which the cash flow of the project would be
routed.
Personal guarantees of Dattatray P. Mhaiskar and Jayant D. Mhaiskar and corporate guarantee of ITIPL.
Pledge of 500,000 equity shares of IRB Infrastructure Developers Limited held by Dattatray P. Mhaiskar.
Negative lien on 2,50,000 equity shares of IRB Infrastructure Developers Limited held by the Dattatray P. Mhaiskar and Jayant D. Mhaiskar.

449
Note 4

First charge/assignment of all the receivables/revenues/security interest on the escrow account;
First charge over all the accounts of our Company, including the escrow account;
Personal guarantee of Jayant D. Mhaiskar and Dattatray P. Mhaiskar; and
Corporate guarantee of ITIPL
Promissory note executed by our Company

Note 5

First priority charge on the entire fixed/current assets of our Company which are not exclusively charged to other banks / lenders.
First priority charge by way of hypothecation on the escrow account opened by our Company with the lender through which cash flows of the project
will be routed;
First priority charge by way of hypothecation on the amounts maintained in the debt service reserve account of our Company;
First priority charge by way of hypothecation on all the movable assets, present and future;
Corporate guarantee of ITIPL;
Personal guarantee of Jayant D. Mhaiskar

Note 6

First and exclusive charge by way of hypothecation on the escrow account opened by our Company with the lender through which cash flows of the
project will be routed;
First charge by way of hypothecation on all the movable assets, present and future;
First and exclusive charge on receivables of the finance project;
Pledge of term deposit receipt to the extent of 5.00% of the bank guarantee limit;
Corporate guarantee of ITIPL;
Personal guarantee of Jayant D. Mhaiskar

Note 7

Personal guarantee of Jayant D. Mhaiskar;
Corporate guarantee of ITIPL;
Hypothecation / assignment of receivables being generated from toll collection at Paduna toll plaza in Rajasthan and Dasna and Gurau toll plazas in
Uttar Pradesh awarded by NHAI and also receivables from other toll collection centres, present and future, subject to charges of existing lenders; and
Hypothecation of other movable assets like toll equipment and performance security deposit receivable from NHAI.



450
Note 8

Assignment / hypothecation of receivables to be generated from the toll collection at Katai toll plaza and at Gove toll plaza on Bhiwandi Kalyan
Shilphata Highway entrusted by MSRDC for a period of three years;
Corporate Guarantee of ITIPL; and
Personal guarantee of Jayant D. Mhaiskar.

Note 9

First exclusive charge on escrow account specifically maintained for maintenance income / receivables from the maintenance contract between our
Company and MIPL;
First mortgage charge on all of our Companys movable assets including movable plant and machinery, insurance contracts under the loan, current
assets of our Company and all amounts, benefits, claims and demands of our Company, save and except specifically charged assets;
First mortgage charge on all of our Companys immovable property, save and except specifically charged assets;
Exclusive charge on the specific account opened to route the proceeds of the repayment instalments and interest payable by ITIPL to the MIPL in
relation to the loans aggregating to ` 375,00,00,000 under the loan agreement dated March 15, 2013;
Pledge of 1.5 million shares of IRB Infrastructure Developers Limited held by ITIPL of which 0.5 million shares currently pledged with IDBI Bank
Limited for another loan facility are to be subsequently pledged after March 31, 2015 or full repayment of the facility, whichever is earlier;
Pledge of 49.00% paid-up capital of ITIPL;
Non disposal undertaking of 30% of the issued, paid up and voting equity share capital of our Company, which shall be converted in to pledge after the
end of one year from the date of loan agreement, at the option of the lenders;
First charge on overall bank accounts, including escrow accounts, opened by MHSPL;
Corporate Guarantee of ITIPL; and
Personal guarantee of Jayant D. Mhaiskar.

Note 10

First charge by way of hypothecation on the entire movable properties of whatsoever nature, both present and future of MIPL.
First charge on entire cash flows, receivables, book debts and revenues of MIPL of whatsoever nature, and wherever arising, both present and future.
First charge on entire intangible assets of MIPL including goodwill and uncalled capital, both present and future.
First charge on the debt service reserve account, escrow account of the project and any other reserve account and bank account wherever maintained.
Pledge of shares held by our Company and ITIPL in demat form in the equity share capital of MIPL representing 51.00% of the total paid up capital of
MIPL.
Irrevocable and unconditional joint and several guarantees of our Company and ITIPL.
First charge on any and all immovable properties acquired or to be acquired by our Company during the term of the facility.



451
Note 11

First charge by way of hypothecation on the entire movable properties of whatsoever nature, both present and future, of MIPL;
First charge on entire cash flows, receivables, book debts and revenues of MIPL, of whatsoever nature, and wherever arising, both present and future;
First charge on entire intangible assets of MIPL including goodwill and uncalled capital, both present and future;
First charge on the debt service reserve account escrow account of the MIPL Project and any other reserve account and bank account wherever
maintained;
Pledge of shares held by our Company and ITIPL in demat form in the equity share capital of MIPL representing 51.00% of the total paid up capital of
MIPL;
Irrevocable and unconditional joint and several guarantees of our Company and ITIPL;
First charge by way of hypothecation / mortgage / assignment, as the case may be of - (a) all the rights, title interest, benefits, claims and demands
whatsoever of the borrower in the project documents duly acknowledged and consented to by the relevant counter-parties to such project documents, all
as amended, varied or supplemented from time to time; (b) subject to applicable law, all the rights, title interest, benefits, claims and demands
whatsoever of the borrower in the clearances, and (c) all the rights, title, interest, benefits, claims and demands whatsoever of the borrower in any letter
of credit, guarantee, performance bond, corporate guarantee, bank guarantee provided by any party to the project documents.

Note 12

Same as Note 11

Note 13

Same as Note 11

Note 14

Same as Note 11

Note 15

Second charge by way of hypothecation on entire movable properties of whatsoever nature, both present and future of MIPL, including movable plant
and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable properties.
Second charge on entire cash flows, receivables, book debts and revenues of MIPL of whatsoever nature, both present and future.
Second charge on entire intangible assets of MIPL including goodwill and uncalled capital, both present and future.
First charge on the debt service reserve account (to the extent of one quarter of principal and interest payment), and second charge on any other reserve
account and other bank account wherever maintained.
Second charge on the trust and retention account.
Irrevocable and unconditional joint and several corporate guarantees of our Company and ITIPL.

452
Irrevocable and unconditional personal guarantee of Jayant D. Mhaiskar.

Note 16

Personal guarantee of Jayant D. Mhaiskar;
Personal guarantee of Dattatray P. Mhaiskar;
Corporate guarantee of our Company; and
Corporate guarantee of ITIPL.

Note 17

First pari passu charge by way of hypothecation on all current assets, stocks of raw materials, semi-finished and finished goods, consumable stores,
book debts and spares, etc, both present and future of MEP CB.
An unconditional and irrevocable corporate guarantee from our Company and unconditional and irrevocable personal guarantee from Jayant D.
Mhaiskar.
Omnibus counter guarantee executed for due repayment of all monies payable.
Pledge of 20.00% shareholding of MEP CB held by our Company.

Note 18

First mortgage and charge on entire immovable properties of MEP CB.
First pari passu charge by way of hypothecation on entire movable assets of MEP CB, including movable plant and machinery, tool, furnitures, fixtures,
and all other movable assets, both present and future, of MEP CB.
First charge on cash flows and receivables including any revenues of MEP CB, provided the same shall only arise after proceeds on realization thereof
have been received into escrow account designated for the project.
First charge on all intangibles including but not limited to goodwill and uncalled capital, present and future, excluding project assets and charge on
uncalled capital.
First charge on escrow account, debt service reserve account, other reserves and bank accounts of MEP CB wherever maintained provided the same
shall only arise after proceeds of realization thereof have been received into Escrow Account designated for the project.
Irrevocable and unconditional corporate guarantee from our Company.
Pledge of 20.00% shareholding of MEP CB held by our Company.
Irrevocable and unconditional Personal Guarantee of Jayant D. Mhaiskar.

Note 19

Promissory note executed by MEP Nagzari.
Exclusive charge on toll receivables from the project.

453
Exclusive charge on escrow account where toll collection is deposited.
Personal Guarantees of Dattatray P. Mhaiskar, Sudha D. Mhaiskar, Jayant D. Mhaiskar and Anuya J. Mhaiskar.
Corporate Guarantee of our Company.

Note 20

First pari passu charge by way of hypothecation on all the movable assets of RTRPL.
First charge by way of hypothecation on cash flows and receivables including revenues of whatever nature, present and future, wherever arising
provided that the first charge on such receivables as are deposited in the escrow account shall arise only after the appropriation thereof of RTRPL.
First charge on all intangibles including but not limited to goodwill and uncalled capital, present and future.
First charge on the escrow account, debt service reserve account and any other reserves and other bank accounts of RTRPL.
Collateral security first pari passu charge on the cash flows and receivables of MEP CB including revenues of whatever nature provided that the first
charge on such receivables as are deposited in the Escrow Account shall arise only after the appropriation thereof the amounts as per the escrow
agreement.
Pledge on 30.00% shares of RTRPL.
Unconditional and irrevocable corporate guarantee from our Company.
Irrevocable personal guarantee from. Jayant D. Mhaiskar.
Second charge, by way of hypothecation on cash flows and receivables of MEP RGSL including revenues of whatever nature, present and future
wherever arising.
Undertaking of MEPIDPL that it will provide interest free unsecured loan to meet shortfall in (i) interest/debt servicing of the loan, and (ii) between debt
due and termination payments received from NHAI in case of termination of concession agreement for any reason.

Note 21

First pari passu charge by way of hypothecation on all the movable assets of RTRPL.
First charge by way of hypothecation on entire cash flows and receivables including revenues of whatever nature, present or future, provided that the
first charge on such receivables as are deposited in the escrow account shall arise only after the appropriation thereof of RTRPL.
First charge by way of hypothecation on entire cash flows and receivables of MEP HB including revenues of whatever nature, present or future,
provided that the first charge on such receivables as are deposited in the escrow account shall arise only after the appropriation thereof of MEP HB.
First charge on all intangibles including but not limited to goodwill and uncalled capital, present and future;
First charge on the escrow account, debt service reserve account and any other reserves and other bank accounts of RTRPL wherever maintained
Collateral security first pari passu charge on the cash flows and receivables of MEP CB including revenues of whatever nature provided that the first
charge on such receivables as are deposited in the escrow account shall arise only after the appropriation thereof.
An unconditional and irrevocable corporate guarantee from our Company.
Unconditional and irrevocable personal guarantee from Jayant D. Mhaiskar.
Pledge on 30.00% shares of RTRPL.

454
Undertaking of MEPIDPL that it will provide interest free unsecured loan to meet shortfall in (i) interest/debt servicing of the loan, and (ii) between debt
due and termination payments received from NHAI in case of termination of concession agreement for any reason.

Note 22

First and exclusive charge by way of assignment of agreement with NHAI for toll collection rights at the Hyderabad-Bangalore project;
First and exclusive charge by way of hypothecation on the cash flows of MEP HB and receivables deposited and at all times lying in the escrow account
after meeting priorities as provided in the escrow agreement and concession agreement;
First and exclusive charge by way of hypothecation on the entire fixed and current and future movable assets of MEP HB;
Second charge by way of hypothecation over the cash flows and receivables deposited and lying at all times in the escrow account of RTRPL financed
by the Madurai Kanyakumari Project;
First and exclusive charge on the margin in case of the non fund based facility in the form of term deposits to be retained till the facilities are repaid in
full;
Pledge of 30.00% shares ofMEP HB and IEPL;
First and exclusive charge by way of mortgage on immovable residential house property owned by Dattatray P. Mhaiskar, Sudha D. Mhaiskar, Jayant D.
Mhaiskar and Anuya J. Mhaiskar;
Personal guarantee of Anuya J. Mhaiskar;
Personal guarantee of Jayant D. Mhaiskar; and
Corporate guarantee of our Company.

Note 23

Promissory note executed by MEP Solapur.
Charge on toll receivables from the project.
Exclusive charge on escrow account where toll collection is deposited
Personal Guarantees of Dattatray P. Mhaiskar, Sudha D. Mhaiskar, Jayant D. Mhaiskar and Anuya J. Mhaiskar; and
Corporate Guarantee of our Company.

Note 24

First and exclusive charge/assignment of all revenues and receivables of BTPL.
Mortgage of leasehold rights over property situated in Jalochi village.
First and exclusive charge on escrow account.
First and exclusive charge on all movable and immovable assets including receivables, present and future of BTPL.
Assignment of all rights title and interest of BTPL from all contracts, insurances, licenses under the project an all project documents, which BTPL is a
party to.
First and exclusive charge on all rights, title and interest of BTPL in any letter of credit, guarantee, performance bond, provided under the project.

455
Irrevocable and unconditional corporate guarantee from our Company and RTPL.
Pledge of equity shares held by our Company and RTPL aggregating 30.00% until currency of the loan.
First and exclusive charge on all intangible assets (other than project assets) including but not limited to goodwill, intellectual property rights, uncalled
capital and property rights of the project company
The substitution agreement shall be executed within 90 days of execution of facility documents.

Note 25

First charge by way of hypothecation on entire movable properties of whatsoever nature, both present and future of RVPL.
First charge on entire cash flows, receivables, book debts and revenues of RVPL of whatsoever nature, both present and future.
First charge on entire intangible assets of RVPL including but not limited to goodwill and uncalled capital, both present and future.
First charge by way of hypothecation/mortgage/assignment of all rights, title, interest, benefits, claims and demands of RVPL in the project.
First charge on the trust, retention account/escrow account, debt service reserve, any other reserve and other ank accounts, wherever maintained.
Pledge of shares held by our Company and ITIPL in demat form in the equity share capital of RVPL representing 51.00% of the total paid up capital of
RVPL.
Irrevocable and unconditional joint and several guarantee of our Company and ITIPL.
Undertaking from our Company and ITIPL for non-disposal of shares worth ` 150 million held by ITIPL in IRB Infrastructure Developers Limited
which will be released on achievement of toll revenue of ` 521 million from the project within one year from the date of first disbursement.

Note 26

First charge by way of assignment of the contract with HRBC for toll collection rights of the project;
First charge by way of hypothecation on all of RTBPLs cash flows and receivables deposited and lying in the escrow account maintained in relation to
the project;
First charge by way of hypothecation on all the current and future movable assets of RTBPL;
First charge by way of margin in case of non fund facility in the form of term deposits;
Corporate guarantee of our Company; and
Personal guarantee of Jayant D. Mhaiskar.

Note 27

First pari-passu charge by way of assignment / hypothecation on entire cash flows, toll collections, revenue / receivable from the RGSL Project;
First pari-passu charge by way of hypothecation on entire movable assets of MEP RGSL, both present and future;
Assignment of toll rights;
Personal guarantee of Jayant D. Mhaiskar;
Personal guarantee of Anuya J. Mhaiskar; and
Corporate guarantee of our Company.

456
Note 28

First charge by way of escrow on entire cash flows, toll collections and revenue / receivables of the RGSL Project;
Irrevocable and unconditional corporate guarantee from our Company;
Irrevocable and unconditional personal guarantee from Dattatray P. Mhaiskar, Jayant D. Mhaiskar and Anuya Mhaiskar.

Note 29

Promisory note executed by MEP RGSL;
Pari passu charge / assignment on toll receivables from the RGSL Project and on the escrow account hwere the toll receivables will be deposited in
favour of the bank;
Irrevocable and unconditional corporate guarantee from our Company; and
Irrevocable and unconditional personal guarantee from Dattatray P. Mhaiskar, Jayant D. Mhaiskar and Anuya Mhaiskar.

Note 30

First charge by way of escrow on the entire cash flows, toll collection revenues from the Kini-Tasawade project;
First charge on the receivables from the Kini-Tasawade project;
Pledge of term deposit receipt to the extent of 5.00% of the bank guarantee limit;
Corporate guarantee of our Company; and
Personal guarantee of Jayant D. Mhaiskar.



457
SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, (i) there are no winding up petitions, no outstanding litigation, suits, criminal or
civil prosecutions, statutory or legal proceedings including those for economic offences, tax liabilities, show
cause notices or legal notices pending against our Company, Subsidiaries, Directors, Promoters and Group
Companies or against any other company whose outcome could have a materially adverse effect on the
business, operations or financial position of our Company, and (ii) there are no defaults including non-payment
or overdue of statutory dues, overdues to banks or financial institutions, defaults against banks or financial
institutions or rollover or rescheduling of loans or any other liability, defaults in dues payable to holders of any
debenture, bonds and fixed deposits or arrears on cumulative preference shares issued by our Company,
Promoters and Group Companies, defaults in creation of full security as per the terms of issue/other liabilities,
proceedings initiated for economic, civil or any other offences (including past cases where penalties may or may
not have been awarded and irrespective of whether they are specified under paragraph (a) of Part I of Schedule
V of the Companies Act, 2013) other than unclaimed liabilities of our Company except as stated below, and (iii)
no disciplinary action has been taken by SEBI or any stock exchange against our Company, Subsidiaries,
Directors, Promoters and Group Companies. All terms defined in a particular litigation are for that particular
litigation only.

I. Litigation involving our Company

Litigation against our Company

Public Interest Litigation

1. Baburao Hari Palkar (the Petitioner) has filed a public interest litigation before the High Court of Bombay
on April 10, 2014 against NHAI and others, including our Company, in connection with fatal accidents that
have taken place on the National Highway no. 4B alleging, inter alia, that fatal accidents occur on the said
highway due to (i) lack of maintenance of the intersection; (ii) lack of safety planning on the highways; (iii)
various illegal entries / exits / u-turns on the National Highway no. 4B; and (iv) no ambulance service or
emergency number available in case of accidents on the highway. The Petitioner has prayed, inter alia, that
NHAI be directed to close all illegal entries / exits / u-turns on the National Highway no. 4B, NHAI and any
other respondent be directed to set up fencing on both sides of the highway and put rumbling speed breakers
and that NHAI and any other respondent be directed to set up an ambulance service along with a patrolling
vehicle on both sides of the highway. The matter is currently pending.

2. Shriniwas Anant Ghanekar (the Petitioner) has filed a public interest litigation before the High Court of
Bombay on February 7, 2012 against the State of Maharashtra, Principal Secretary, Public Works
Department, MSRDC, and others (being ITIPL, our Company, MIPL, Ideal Road Builders (India) Private
Limited, Aryan Toll Road Private Limited, Thane Ghodbunder Toll Road Private Limited and Plus
BKSP Toll Limited (the Other Respondents). The Petitioner has challenged the acts of the State of
Maharashtra, of entering into agreements, and extensions thereof, through MSRDC, for collection of toll
and issuing notifications for collection of toll at various toll points, including the Mumbai Entry Points
Project. The Petitioner has alleged that execution of the agreements between MSRDC and the Other
Respondents for collection of toll was done in an arbitrary manner resulting in unjust profits to the Other
Respondents and extra burden of toll upon the general public. The Petitioner has also claimed that rates
settled for collection of toll was without considering the correct ratio of minimum yearly growth of
traffic and that excess toll has been collected by the Other Respondents. The Petitioner has sought, inter-
alia, that an enquiry be initiated into the illegalities and irregularities committed by MSRDC in entering
into contract agreements for collection of toll. The Petitioner has further prayed that the Other
Respondents be directed to return the excess amount of toll collected to the State of Maharashtra.
MSRDC has filed an affidavit in reply stating that it has power to levy and recover toll and has
accordingly appointed the Other Respondents as toll collection contractors in respect of various projects
through competitive bidding process. ITIPL, our Company and MIPL have also filed affidavit in reply
stating that toll is being collected on the basis of the notifications issued by the State of Maharashtra. It
has further been stated that the the State of Maharashtra has awarded the contracts through a competitive
bidding process and after floating tenders. ITIPL, our Company and MIPL have submitted that no excess
toll has been collected and that there are no irregularities in entering into the contracts for collection of
toll. The matter is currently pending.

458

Civil Proceedings

Rakeshbhai Champaklal Soni (the Complainant) has filed a compensation application before the Workmen
Compensation Commissioner, Ahmedabad against our Company, NHAI and others (the Respondents) under
the provisions of the Workmens Compensation Act, 1923. The Complainant is claiming ` 0.61 million along
with interest from our Company in relation to the permanent disability sustained by the Complainant as a result
of an accident suffered by the Complainant at work. The matter is currently pending.

Income tax

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle
36, Mumbai (the Petitioners) have filed a writ petition before the High Court of Bombay against the
Settlement Commission, Additional Bench-II and our Company, MIPL, BTPL, RVPL, A.J. Tolls, Jayant D.
Mhaiskar and Dattatray P. Mhaiskar challenging the orders dated October 4, 2012; November 20, 2012 and July
9, 2013 passed by the Settlement Commission under sections 245D(1), 245D(2C) and 245D(4), respectively, of
the Income Tax Act, 1961. The order dated July 9, 2013 was passed pursuant to a settlement application dated
September 27, 2012 made by our Company (the Settlement Application) in relation to assesment years 2006-
2007 to 2012-2013. On July 21, 2007, a search under section 132(1) of the Income Tax Act, 1961 was carried
out on the business premises of our Company, MIPL, BTPL, RVPL, A.J. Tolls, Jayant D. Mhaiskar and
Dattatray P. Mhaiskar by the income tax department where certain documents were found and seized, pursuant
to which the Settlement Application was made by our Company, MIPL, BTPL, RVPL, A.J. Tolls, Jayant D.
Mhaiskar and Dattatray P. Mhaiskar for settlement of income. The writ petition has been filed on the grounds,
inter alia, that (a) the settlement application did not contain true and adequate disclosure of income which was
not taken into account by the Settlement Commission while passing the impugned orders; (b) the Settlement
Commission accepted disclosure on account of unrecorded expenditure on the basis of expense vouchers instead
of income from unaccounted toll receipts; and (c) the losses claimed in the application filed before the
Settlement Commission were not authentic and the Income Tax Department was not given an opportunity to
further investigate and examine the claims, thereby precluding a true and full investgation of the disclosure of
income. Based on the aforementioned, the Petitioners have sought quashing of the Settlement Commision
Orders. The matter is currently pending for admission.

Service Tax

The Commissioner of Service Tax, Mumbai II has filed an appeal before the Customs, Excise and Service Tax
Appellate Tribunal, Mumbai against the order dated February 27, 2013 passed by the Commissioner of Service
Tax, Mumbai II (the Order). The Order was in relation to a show cause cum demand notice dated October
23, 2012 (the SCN) issued by the Office of Commissioner of Service Tax, Mumbai- II to our Company stating
that the collection of toll undertaken by our Company pursuant to contracts with MSRDC and NHAI was a
taxable service falling under the category of Business Auxiliary Services. In the SCN, our Company was
required to show cause as to why service tax amounting to ` 817.12 million should not be demanded and
recovered from our Company and why penalty and appropriate interest should not be imposed on our Company
in terms of the Finance Act, 1994. The Commissioner of Service Tax, Mumbai II, in the Order (which has
been appealed against), had held that the demand of service tax in the SCN on the ground that our Company had
provided Business Auxiliary Service is not sustainable as our Company has acquired toll collection rights. Our
Company has filed a cross objection dated September 3, 2013 to the appeal filed by the Commissioner of
Service Tax, Mumbai II against the Order. The matter is currently pending.

Notices

Service Tax

1. Our Company received a letter dated April 5, 2013 from the Central Board of Excise and Customs, Pune
directing our Company to provide certain documents including: (a) the ledger accounts of our Company
and group companies with MSRDC, NHAI, RIDCOR and RSRDC; (b) copy of contracts entered by our
Company and group companies with MSRDC, NHAI, RIDCOR and RSRDC; and (c) consolidated chart
indicating payment received by our Company and group companies from MSRDC, NHAI, RIDCOR and
RSRDC from 2008-2009 till 2012-2013. Our Company submitted a reply dated April 15, 2013 stating
that none of its revenue streams were liable for service tax and thus no information was required to be
furnished. Thereafter, the Central Board of Excise and Customs, Pune issued two more letters dated May

459
3, 2013 and July 11, 2013 directing our Company provide the said information. Our Company submitted
a reply dated August 1, 2013 stating that the proceedings in relation to service tax for the period from
Fiscal 2008 to Fiscal 2012 were pending in appeal before the Customs, Excise and Service Tax Appellate
Tribunal, Mumbai and the Assistant Commissioner of Service Tax, Division V, Mumbai had initiated
an investigation in relation to the service tax for Fiscal 2013 and requesting the Central Board of Excise
and Customs, Pune to transfer the investigation proceedings to Assistant Commissioner of Service Tax,
Division V, Mumbai. The Central Board of Excise and Customs, Pune rejected our request pursuant to
letter dated August 16, 2013. Our Company has furnished the requisite information and we have not
received any further communication from the Central Board of Excise and Customs in this regard.

2. The Assistant Commissioner of Service Tax, Division V, Belapur, Mumbai II has issued a show cause
cum demand notice (the Notice) dated July 26, 2013 to our Company seeking details of toll collection
for the financial year 2012-2013, service tax payable, service tax paid and the differential service tax
liability, along with the balance sheet for the period April 2012 to March 2013. Our Company has
submitted its reply on August 12, 2013 stating that the activity of toll collection is not subject to service
tax and has submitted the information sought in the Notice. Our Company has received no further
communication from the Assistant Commissioner of Service Tax.

3. The Superintendent (Anti-Evasion), Ghaziabad had issued a summons dated August 20, 2014 to an
employee of our Company working as the general manager at the Dasna Toll Plaza in relation to an
enquiry under provisions relating to service tax under the Finance Act, 1994 read with the Central Excise
Act, 1944 against BSR Highway Solutions requesting us to provide certain information. The concerned
general manager appeared before the Superintendent and his statement was recorded. The Office of the
Commissioner of Central Excise, Ghaziabad has issued a summons notice dated September 3, 2014 (the
Summons) to our Company serving summons on our Company under section 14 of the Central Excise
Act, 1944, to give evidence in relation to an enquiry under the Central Excise Act, 1944. Our Company
has submitted a reply dated September 9, 2014 to the Superintendent (Anti-Evasion), Ghaziabad
requesting the investigation proceedings to be transferred to the Service Tax Commissionerate viz.,
Commissionerate of Service tax, Mumbai II. Our Company has not received any further
communication from the Commissioner of Central Excise, Ghaziabad.

4. Our Company has received a notices dated May 27, 2014 and July 16, 2014 issued by the Central Excise
Commissionerate, Jaipur seeking information regarding the toll plaza at the Hanumangarh Ratangarh
stretch including, inter alia, balance sheets, copies of contracts with RIDCOR, month-wise details of toll
collected, and month-wise details of commission received. Our Company has, vide letter dated July 16,
2014 replied to the notices and explained that the documents were submitted to the Additional Director,
Directorate General of Central Excise Intelligence and the Commissioner of Service Tax, Mumbai II.

5. Our Company has received a notice dated February 18, 2014 from the Office of the Assistant
Commissioner of Central Excise and Customs seeking information as to whether our Company is
registered under with the service tax department and is paying service tax on the toll collected at the
Degaon toll plaza at on the Solapur Mangalvedha road. Our Company has submitted a reply dated
March 26, 2014 stating that our Company has submitted the relevant information to the Commissioner of
Income Tax, Mumbai and the Assistant Commissioner of Income Tax, Belapur, Navi Mumbai. Our
Company has not received any further communication from the Assistant Commissioner of Central
Excise and Customs.

Income Tax

Our Company has received nine intimations under section 200A of the Income Tax Act, 1961 in relation to
mismatch in the TDS filings made by our Company for the financial years 2011-2012, 2012-2013 and 2013-
2014. Our Company has been directed to pay an amount aggregating to ` 1,110,280 for the mismatch in the tax
deducted at source. Our Company is in the process of revising the TDS return filings to correct the mismatch.

Past Penalties

Nil

Inquiries, inspections or investigations under Companies Act


460
Nil

Material Frauds

Nil

II. Litigation involving our Subsidiaries

A. MIPL

Litigation against MI PL

Public interest litigation

Shriniwas Anant Ghanekar (the Petitioner) has filed a public interest litigation before the Bombay High
Court against certain parties including MIPL. For details, see Litigation involving our Company Litigation
against our Company Public interest litigation on page 457.

Civil Proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle
36, Mumbai (the Petitioners) have filed a writ petition before the High Court of Bombay against certain
parties including MIPL. For details, see Litigation involving our Company Litigation against our Company
Civil Proceedings on page 458.

Notices

Income tax

MIPL has received nine intimations under section 200A of the Income Tax Act, 1961 in relation to mismatch in
the TDS filings of MIPL for the financial years 2012-2013, 2013-2014 and 2014-2015. MIPL has been directed
to pay an amount aggregating to ` 751,120 for the mismatch in the tax deducted at source. MIPL is in the
process of revising the TDS return filings to correct the mismatch.

Defaults in Payment of Loans to Banks and Financial Institutions

MIPL has an aggregate outstanding overdue amount of ` 524.49 million to be paid to its lenders.

B. RTRPL

Litigation against RTRPL

Civil Proceedings

1. R. Murali and T.S.R. Venkatramana have filed two writ petitions before the Madurai Bench of the
Madras High Court against NHAI and others, including RTRPL seeking an injunction on collection of
toll for vehicles going to National Highway no. 208 from National Highway no. 7, where the Kappalur
toll plaza for the Madurai Kanyakumari Project is located. The Madurai Bench of the Madras High Court
passed an interim injunction on the collection of toll at the Kappalur toll plaza and collection of toll on
the vehicles travelling to Thirumangalam and beyond, through its orders dated October 31, 2012 and
November 22, 2012, respectively (the High Court Injunction). RTRPL approached NHAI for
confirming applicability of the High Court Injunction to collection of toll at the Kappalur toll plaza
forming part of the Madurai Kanyakumari Project. NHAI confirmed the applicability of the High Court
Injunction to the collection of toll at Kappalur toll plaza and asked RTRPL vid eletter dated October 19,
2013 to (i) continue paying the monthly remittance of concession fee to NHAI; and (ii) submit the
suitable claims for the loss of revenue due to the aforesaid orders of the Madurai Bench of the Madras
High Court. The Madras High Court through its order dated July 3, 2014 restrained the collection of toll
at the Kappalur toll plaza from vehicles taking the route through the National Highway no. 208 and
directed the NHAI to shift the location of the two toll plazas such that behicles taking the route through
the National Highway no. 208 do not have to pay toll. Pursuant to a special leave petition filed by NHAI

461
against the aforementioned order, the Supreme Court has granted stay through an order dated August 8,
2014. The matter is currently pending.

2. Virudhnagar District Bus Owners Association has filed a writ petition dated March 12, 2014 against
Union of India, NHAI and RTRPL before the High Court of Madras in relation to the government
notification dated August 26, 2013 issued in respect of our Madurai Kanyakumari Project in Tamil Nadu
alleging, inter alia, that (i) the impugned notificaation is illegal under provisions of the National
Highways Act, 1988 (the NH Act) and the rules made htereunder; (ii) NHAI has no jurisdiction to
enter into an OMT contract with RTRPL under the provisions of the NH Act empowering RTRPL to
operate, maintain and collect toll at the Madurai Kanyakumari section; (iii) the central government can
enter into a contract for collection of toll only under the notifications under which the Madurai
Kanyakumari section was notified as a public funded project and the impugned notification which
superseded those notifications was contrary to the provisions of the NH Act. Virudhnagar District Bus
Owners Association has prayed, inter alia, that the notification dated August 26, 2013 be quashed so as
to prevent member of the Virudhnagar District Bus Owners Association from irreparable loss and
financial prejudice. This matter is currently pending.

3. Jayakrishna Flour Mill has filed a writ petition dated March 26, 2014 against the Government of India,
NHAI, RTRPL and the Regional Transport Authority, Madurai, before the High Court of Madras in
relation to the collection of toll at the Kappalur toll plaza forming part of our Madurai Kanyakumari
Project, alleging, inter alia, that (i) the railway wagons transporting raw material for the Jayakrishna
Flour Mill, which is 500 metres away from the Kappalur toll plaza, do not use any part of the National
Highway for the transport but only the service road and RTRPLs the levy of toll on such vehicles at the
Kappalur toll plaza is illegal; (ii) and seizure of documents and vehicles upon non-payment of toll is
against the provisions of the NH Act and the rules made thereunder; and (iii) the location of the Kappalur
toll plaza is against the rules made under the NH Act. Jayakrishna Flour Mill has prayed, inter alia, that
(i) the High Court of Madras pass an interim injunction restraining RTRPL from collecting toll formt he
vehicles used to tranport raw material to the factory located near the Kappalur toll plaza; and (ii) the
Government of India and NHAI be directed to exempt Jayakrishna Flour Mill and its hired vehicles from
paying toll on the National Highway no. 208 at the Kappalur toll plaza. The matter is currently pending.

Notices

Income Tax

RTRPL has received two intimations under section 200A of the Income Tax Act, 1961 in relation to mismatch
in the TDS filings of RTRPL for the financial year 2013-2014. RTRPL has been directed to pay an amount
aggregating to ` 92,630 for the financial year 2013-2014 for the mismatch in the tax deducted at source. RTRPL
is in the process of revising the TDS return filings to correct the mismatch.

C. MEP HB

Litigation against MEP HB

Outstanding Payments of Statutory Dues

MEP HB has an outstanding due of ` 921,268. MEP HB has been unable to make this payment as a result of
technical issues with the online payment.

D. RTPL

Litigation against RTPL

Notices

Service tax

RTPL received a notice dated March 5, 2014 from the Directorate General of Central Excise Intelligence, Pune
(the DGCEI) in relation to an ongoing service tax inquiry against our Company and its group companies,
seeking certain information / documents including, inter alia, copies of contracts between RTPL and

462
governmental authorities, payments made by RTPL under the contracts, and annual reports of RTPL. For details
see Litigation involving our Company Litigation against our Company Service Tax on page 458. RTPL
has, vide letter dated July 8, 2014 sought transfer of the investigation to the Commissioner of Service Tax,
Mumbai II and also replied to the query raised. RTPL has not received any further communication from the
DGCEI in this regard.

Income Tax

RTPL has received one intimation under section 200A of the Income Tax Act, 1961 in relation to mismatch in
the TDS filings of RTPL for the financial year 2013-2014. RTPL has been directed to pay an amount
aggregating to ` 109,080 for the mismatch in the tax deducted at source. RTPL is in the process of revising the
TDS return filings to correct the mismatch.

E. RVPL

Litigation against RVPL

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle
36, Mumbai (the Petitioners) have filed a writ petition before the High Court of Bombay against certain
parties including RVPL. For details, see Litigation involving our Company Litigation against our Company
Civil Proceedings on page 458.
Notices

Service tax

RVPL received a notice dated March 5, 2014 from the Directorate General of Central Excise Intelligence
(DGCEI), Pune in relation to an ongoing service tax inquiry against our Company and its group companies,
seeking certain information / documents including, interl alia, copies of contracts between RVPL and
governmental authorities, payments made by RVPL under the contracts, and annual reports of RVPL. For
details see Litigation involving our Company Litigation against our Company Service Tax on page 458.
RVPL has, vide letter dated July 8, 2014 furnished the required information. RVPL has not received any further
communication from the DGCEI in this regard.

Defaults in Payment of Loans to Banks and Financial Institutions

RVPL has an aggregate outstanding overdue amount of ` 59.95 million to be paid to its lenders.

F. BTPL

Litigation against BTPL

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle
36, Mumbai (the Petitioners) have filed a writ petition before the High Court of Bombay against certain
parties including BTPL. For details, see Litigation involving our Company Litigation against our Company
Civil Proceedings on page 458.

Notices

Income Tax

BTPL has received three intimations under section 200A of the Income Tax Act, 1961 in relation to mismatch in
the TDS filings of BTPL for the financial years 2011-2012, 2013-2014 and 2014-2015. BTPL has been directed
to pay an amount aggregating to ` 196,008 for the mismatch in the tax deducted at source. BTPL is in the
process of revising the TDS return filings to correct the mismatch.

Defaults in Payment of Loans to Banks and Financial Institutions

463

BTPL has an aggregate outstanding overdue amount of ` 9.46 million to be paid to its lenders.

G. MEP CB

Litigation against MEP CB

1. Hari Narayanan (the Petitioner) has filed a writ petition before the Madras High Court against Union of
India, NHAI and MEP CB seeking quashing of the letter dated August 4, 2014 issued by NHAI to MEP
CB (the NHAI Letter) to set up five additional toll booths at the Chennai Bypass section. The
Petitioner has claimed that is the NHAI Letter is against the NH Fee Rules on the grounds, inter alia, that
(i) locations of the additional toll booths are in violation of the NH Fee Rules; (ii) the Chennai Bypass
has not been constructed solely for the use of the residents of the Chennai Municipality or Ambattur
Municipality and location of the toll booths is within five kilometres of these municipalities; (iii) the
distance between the additional toll booths and the already existing toll plazas at Surapattu and
Vanagaram is not in accordance with the NH Fee Rules; (iv) no reasons in writing have been given for
the construction of additional toll booths; (v) the NHAI Letter contemplates levy of additional user fee
which is void and illegal; and (vi) there are no alternative routes to the Chennai Bypass thereby forcing
commuters to pay the additional user fee. The Petitioner has prayed for an interim injunction restraining
NHAI and MEP CB from setting up additional toll booths in the Chennai Bypass section. The High
Court of Madras, vide order dated August 11, 2014, has issued an interim injunction against setting up of
the five additional toll plazas. The matter is currently pending.

2. Hari Narayanan (the Petitioner) has filed a writ petition before the Madras High Court against Union of
India through MoRTH, NHAI and MEP CB seeking quashing of the notification no. SO 484(E) dated
February 17, 2013 issued by MoRTH in relation to the location of the two toll plazas on the Chennai
Bypass section (the MoRTH Notification). The Petitioner has claimed that the MoRTH Notification is
against the NH Fee Rules on the grounds, inter alia, that (i) locations of the Vanagaram and Surapattu
toll plazas are within the municipal limits of Chennai and within five kilometres of Ambattur
Municipality, respectively; (ii) the MoRTH Notification levies user fee which is void and illegal; (iii) the
MoRTH Notification gives free access to two wheelers, three wheelers, tractors, etc. But offers no
concession for four wheelers; (iv) preventing the Petitioner from using the Chennai Bypass without
payment of toll would amount to restriction on freedom of movement; and (v) the Chennai Bypass is not
a bypass since it acts as the only link between two populated adjoining districts thereby restricting free
movement. The Petitioner has prayed for an interim injunction restraining NHAI and MEP CB from
collecting user fee at the two toll plazas on the Chennai Bypass section and that the MoRTH Notification
be dispensed with. The matter is currently pending.

Outstanding Payments of Statutory Dues

MEP CB has an outstanding due of ` 254,407 as on September 26, 2014 towards value added tax. MEP CB was
not able to make the payment due to technical issues in the e-payment gateway. MEP CB is in the process of
rectifying the same.

Litigation by MEP CB

Writ Petition

MEP CB had filed a writ petition before the Delhi High Court in relation to the Chennai Bypass Project, seeking
quashing of the user fee notification dated February 27, 2013 issued by the NHAI (the Notification) and the
user fee validation orders dated March 4, 2013 and June 17, 2013 issued by MoRTH pursuant to the Notification
in relation to the Chennai Bypass. MEP CB challenged the Notification and the validation orders on the grounds
that, inter alia, (i) the Notification and the impugned orders do not provide for additional user fee applicable
where the toll highway includes a permanent bridge within five kilometres of the municipal or town area limits
and are, thus, void; and (ii) the memorandum of understanding executed between NHAI and the Tamil Nadu
Road Development Company Limited to facilitate and extend support to various projects proposed to be
undertaken in the State of Tamil Nadu is in violation of NHAIs obligations under the MEP CB Concession
Agreement including the obligation to ensure that no competing roads are constructed. MEP CB further claimed
revision in the rates of toll laid down pursuant to the impugned Notification. The Delhi High Court, vide its
order dated June 11, 2014 directed the matter to proceed for amicable solution. The Executive Committee of

464
NHAI, at its meeting held on August 1, 2014, considered and approved the setting up of five additional toll
booths at the Chennai Bypass section by MEP CB, suject to MEP CB dropping its demand of revision in rates of
toll. Further, at the meeting of the 3CGM Amicable Settlement Committee of NHAI held on August 26, 2014, it
was settled that MEP CB shall submit an undertaking regarding no claim for the Maduravoyal bridge and that
MEP CB shall be entitled to construct toll booths at five additional locations and NHAI agreed that no adverse
action will be pressed on MEP CB for shortfall in fee remittance till the assessment of revenue loss due to toll
evasion is made.

Notices

Income tax

MEP CB has received one intimation under section 200A of the Income Tax Act, 1961 in relation to mismatch
in the TDS filings of MEP CB for the financial year 2013-2014. MEP CB has been directed to pay an amount
aggregating to ` 231,123 for the financial year 2013-2014 for the mismatch in the tax deducted at source. MEP
CB is in the process of revising the TDS return filings to correct the mismatch.

H. MHSPL

Litigation against MHSPL

Notices

Income Tax

MHSPL has received two intimations under section 200A of the Income Tax Act, 1961 in relation to mismatch
in the TDS filings of MHSPL for the financial year 2013-2014. MEP CB has been directed to pay an amount
aggregating to ` 69,559 for the financial year 2013-2014 for the mismatch in the tax deducted at source.
MHSPL is in the process of revising the TDS return filings to correct the mismatch.

Outstanding Payments of Statutory Dues

MHSPL has an outstanding due of ` 2,725,309 as on September 26, 2014 towards value added tax. MHSPL was
not able to make the payment due to some technical issues in the e-payment gateway. MHSPL is in the process
of rectifying the same.

I. RTIPL

Litigation against RTI PL

Outstanding Payments of Statutory Dues

RTIPL has an outstanding due of ` 332,559 as on September 26, 2014 towards service tax. RTIPL has applied
for registration on September 25, 2014.

J. RTRPL

Litigation against RTRPL

Outstanding Payments of Statutory Dues

RTRPL has an outstanding due of ` 499,113 as on September 26, 2014 towards value added tax. RTRPL has
applied for the registration.


465
K. MEP RGSL

Litigation against MEP RGSL

Public interest litigation

Ketan Tirodkar (the Petitioner) has filed a public interest litigation before the High Court of Bombay on
August 22, 2014 against MEP RGSL, MSRDC, Ministry of Home Affairs, Government of Maharashtra (Home
Ministry) and the State of Maharashtra (through the Public Works Department) in connection with a suicide
incident that took place at RGSL alleging that the infrastructure and security measures at RGSL are inadequate
to prevent suicide incidents and possible sabotage by terrorists due to, inter alia, (i) insufficient CCTV cameras
to ensure monitoring at the bridge; (ii) insufficient infrastructure and guards and with no expertise to prevent
untoward incidents like suicide, murder, terror attack, plantation of a bomb, etc.; and (iii) no coast guard and
naval installation in the vicinity of the sea link. The Petitioner has prayed, inter alia, that MEP RGSL be
directed to undertake efforts to remedy the same, that our Company and MSRDC be directed to pay
compensation to the Government for failing to install sufficient security and surveillance infrastructure and that
the Home Ministry be directed to register a first information report into the criminal negligence on the part of
MPE RGSL and MSRDC that led threat to the security and safety of the common man and the city of Mumbai.
The matter is currently pending.

Outstanding Payments of Statutory Dues

MEP RGSL has an outstanding due of ` 222,638 as on September 26, 2014 towards service tax. MEP RGSL has
applied for registration on September 25, 2014.

L. MEP Solapur

Litigation against MEP Solapur

Defaults in Payment of Loans to Banks and Financial Institutions

MEP Solapur has an aggregate outstanding overdue amount of ` 5.84 million to be paid to its lenders.

M. MEP Nagzari

Litigation against MEP Nagzari

Defaults in Payment of Loans to Banks and Financial Institutions

MEP Nagzari has an aggregate outstanding overdue amount of ` 2.57 million to be paid to its lenders.

III. Litigation involving our Directors

A. Dattatray P. Mhaiskar

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle
36, Mumbai (the Petitioners) have filed a writ petition before the High Court of Bombay against certain
parties including Dattatray P. Mhaiskar. For details, see Litigation involving our Company Litigation
against our Company Civil Proceedings on page 458.

B. Jayant D. Mhaiskar

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle
36, Mumbai (the Petitioners) have filed a writ petition before the High Court of Bombay against certain
parties including Jayant D. Mhaiskar. For details, see Litigation involving our Company Litigation against
our Company Civil Proceedings on page 458.

466
C. Anuya J Mhaiskar

Litigation against Anuya J . Mhaiskar

Notices

Income tax

1. The Deputy Commussioner of Income Tax 17(2) has filed an appeal before the ITAT against the order
dated March 25, 2011 passed by the Commissioner of Income Tax (Appeals) 29. The Assistant
Commissioner of Income Tax, Circle 17(2) issued a demand notice dated November 30, 2009 to Anuya
J. Mhaiskar for ` 1,878,549 under section 147 of the Income Tax Act, 1961 for the assessment year
2005-2006 followed by an order dated November 30, 2009. Anuya J. Mhaiskar filed an appeal against
the order before the CIT(A)-29 which was allowed in her favour. The matter is currently scheduled for
hearing on February 16, 2015.

2. The Additonal Commissioner of Income Tax 17(2) has filed an appeal before the ITAT against the
order dated November 20, 2012 passed by the CIT(A)-17. The Assistant Commissioner of Income Tax,
Range 17(2) issued a demand notice dated May 10, 2007 to Anuya J. Mhaiskar for ` 362,730 under
section 143(2) of the Income Tax Act, 1961 for the assessment year 2006 -2007 followed by an order
dated December 16, 2008. Anuya J. Mhaiskar filed an appeal against the order before the CIT(A)-17
which was allowed in her favour. The matter is currently scheduled for hearing on November 24, 2014.

D. Murzash Manekshana

Nil

E. Deepak Chitnis

Nil

F. Khimji Pandav

Nil

G. Vijay Agarwal

Nil

H. Preeti Trivedi

Nil

IV. Litigation involving our Promoters

A. ITIPL

Litigation against I TI PL

Public Interest Litigation

Shriniwas Anant Ghanekar (the Petitioner) has filed a public interest litigation before the Bombay High
Court against certain parties including ITIPL. For details, see Litigation involving our Company Litigation
against our Company Civil Proceedings on page 458.

Income tax matters

Two notices dated August 7, 2013 and August 20, 2014 have been issued by the DCIT under section 143(2) and
section 142(1), respectively, of the Income Tax Act, 1961 for the assessment year 2012-2013. The matters
relating to the above notices are currently pending.

467

Litigation by I TI PL

Income tax matters

1. ITIPL has filed an appeal before the Income Tax Appellate Tribunal (ITAT) against the order dated
September 27, 2013 passed by the Commissioner of Income Tax (Appeals) 14 (CIT(A)-14). ITIPL
had made the appeal to CIT(A)-14 against a demand of ` 365,304 pursuant to a notice dated August 13,
2009 issued by the Income Tax Officer under section 143(3) of the Income Tax Act, 1961 for the
assessment year 2008-2009. The matter is currently scheduled for hearing on March 10, 2015.

2. ITIPL has filed an appeal before the CIT(A)-14 against the order dated March 28, 2013 passed by
Deputy Commissioner of Income Tax, Circle 6(1) (DCIT). The impugned order was passed by the
DCIT in relation to a demand of ` 10,653,030 pursuant to a notice dated September 19, 2011 issued by
the Income Tax Officer under section 143(2) of the Income Tax Act, 1961 for the assessment year 2010-
2011. The matter is currently pending.

B. Dattatray P. Mhaiskar

For details, see Litigation involving our Directors Litigation against our Directors Civil Proceedings on
page 465.

C. Jayant D. Mhaiskar

For details, see Litigation involving our Directors Litigation against our Directors Civil Proceedings on
page 465.

Litigation or legal action against Promoters taken by any Ministry, Department of Government or any
statutory authority

Nil

V. Litigation involving Group Companies

A. IEPL

Litigation against I EPL

Civil Proceedings

Subhash Talwekar and others (the Petitioners) have filed a writ petition dated July 9, 2014 against the Union
of India and others (the Respondents) before the High Court of Bombay in relation to the proposed laying of
transmission lines from Bela to Deoli of 400 KV load. It is contended by the Petitioners that no compensation
was given to them before drawing line over the fields contrary to the provisions of Section 10 (d) of The Indian
Telegraph Act, 1885. It is also alleged that no prior permissions were taken before drawing line over the
Petitioners fields. Additionally, it is alleged that the menace of monkeys due to putting up of transmission
towers has affected the crops and the locals were to get employment which they were assured that they will, for
which complaint was made to the District Magistrate on June 20, 2014. The Petitioners have claimed that the
inaction on the part of the Respondents attracts the provisons of the Right to Fair Compensation and
Transparency in Land Acquisition Rehabilitation and Resettlement Act, 2013. The Petitioners have also prayed
that the District Magistrate be ordered to determine the amount of compensation to be paid to the Petitioners
within a stipulated period.

Litigation by I EPL

Civil Proceedings

IEPL has filed a writ petition dated December 18, 2013 against the Ministry of Coal, Ministry of Power, Coal
India Limited, Western Coalfields Limited, South Eastern Coalfields Limited, Mahanadi Coalfields Limited,
Maharashtra State Electricity Distribution Company Limited and the State of Maharashtra (together, the

468
Respondents) against the condition of long-term power purchase agreement (PPA) with power distribution
companies imposed by Central Governments two ministries and Coal India Limited for providing coal supply.
IEPL has alleged that In the fuel supply agreements executed by South Eastern Coalfields and Mahanadi
Coalfields with IEPL on August 26, 2013 and August 28, 2013, respectively, the condition of long-term PPA
was thrusted upon IEPL which was not the condition of Letter of Assurance issued by Western Coalfields
Limited, South Eastern Coalfields Limited, Mahanadi Coalfields Limited. Thus, coal supply had not started for
the said reason and the entire unit was on a standstill because of the arbitrary and unreasonable condition. IEPL
has prayed that the condition of long term PPA with distribution companies imposed by the Respondents, the
Union of India and others for grant of coal linkage and supply of coal to the Petitioner at administrative prices
and Fuel Supply Agreements dated August 26, 2013 and August 28, 2013, be held to be not applicable to the
Petitioner and accordingly the Respondents, the Union of India and others be directed to provide coal supply to
the Petitioner at administrative price without insisting for long term a PPA with distribution companies and that
the Maharashtra State Electricity Distribution Company Limited be directed to execute long term PPA with the
Petitioner at the rate prescribed by the Maharashtra Electricity Regulatory Commission, Mumbai in terms of
provisions of section 62 of the Electricity Act, 2003.

B. A.J. Tolls Private Limited

Litigation against A.J . Tolls Private Limited

Civil proceedings

The Commissioner of Income Tax, Central-III and the Assistant Commissioner of Income Tax, Central Circle
36, Mumbai (the Petitioners) have filed a writ petition before the High Court of Bombay against certain
parties including A.J. Tolls Private Limited. For details, see Litigation involving our Company Litigation
against our Company Civil Proceedings on page 458.

Small Scale Undertakings

For the current financial year, our Company has not received any communication from its creditors that they fall
under the Micro, Small and Medium Enterprises (Development) Act, 2006.

There are no disputes with such entities in relation to payments to be made to them.

Material Developments

For details of material developments, see the section Managements Discussion and Analysis of Financial
Condition and Results of Operations on page 402.

469
GOVERNMENT AND OTHER APPROVALS

Other than as stated in this section, we have received the necessary consents, licenses, permissions, registrations
and approvals from the Government, various governmental agencies and other statutory and/or regulatory
authorities, required for carrying out our present business. In view of the approvals listed below, our Company
can undertake this Issue as well as our current business and no further major approvals from any governmental
or regulatory authority or any other entity are required to undertake the Issue or to continue our business. Unless
otherwise stated, these approvals are all valid as on date of this Draft Red Herring Prospectus.

I. Incorporation details

1. Certificate of incorporation dated August 8, 2002 issued to our Company by the Registrar of Companies,
Maharashtra at Mumbai.

2. Fresh certificate of incorporation dated November 28, 2011 issued by the Registrar of Companies,
Maharashtra at Mumbai, pursuant to change of name to MEP Infrastructure Developers Private Limited.

3. Fresh certificate of incorporation dated September 8, 2014, 2014 issued by the Registrar of Companies,
Maharashtra at Mumbai, pursuant to conversion to public limited company for change of name to MEP
Infrastructure Developers Limited.

II. Approvals in relation to the Issue

1. In-principle approval from the BSE dated [].

2. In-principle approval from the NSE dated [].

III. Approvals in relation to our business

Approvals received:

1. The permanent account number of our Company is AADCM3650J.

2. The tax deduction account number of our Company is MUMM18146C.

3. The service tax registration number of our Company is AADCM3650JSD002.

4. The professional tax registration number of our Company is 27350821297P.

5. The professional tax employer certificate number of our Company is 99851459743P.

6. The tax payer identification number of our Company is 27350821297V under the Maharashtra Value
Added Tax Act, 2002.

7. The tax payer identification number of our Company is 27350821297C under the Central Sales Tax
(Registration & Turnover) Rules, 1957.

8. Certificate of registration (No. 760182990/Commercial II Ward L) dated February 21, 2011 registering
our Company as a Commercial II establishment under the Maharashtra Shops and Establishments Act,
1948. The said registration is valid up to December 31, 2014.

9. Letter (No. MH/THN/98908/CircleII/701) dated June 18, 2004 issued by the Regional Provident Fund
Commissioner bringing our Company under the purview of the Employees Provident Funds and
Miscellaneous Provisions Act, 1952 with effect from October 1, 2003 and allotting a code under the
Employees Provident Funds and Miscellaneous Provisions Act, 1952 to our Company.

10. Letter (No. B/Cov./RM3200(35-01291-101)) dated March 29, 2005 issued by the Regional Office,
Maharashtra, Employee State Insurance Corporation bringing our Company under the purview of the
Employee State Insurance Act, 1948 with effect from October 1, 2003 and allotting a code under the
Employees State Insurance Act, 1948.

470

Approvals to be applied for:

1. Our Company is yet to make an application for amendment of address of our Company, pursuant to
change in our registered office, in the certificate of registration (No. 760182990/Commercial II Ward
L) dated February 21, 2011 registering our Company as a Commercial II establishment under the
Maharashtra Shops and Establishments Act, 1948.

IV. Approvals in relation to our projects

We are required to obtain certain approvals from the concerned Central / State Government departments and
other authorities for operating our projects. We apply for approvals, licenses and registrations at the appropriate
stage for each project and the same are granted to us by these authorities subject to our compliance with the
requirements under local laws.

The approvals received by us for our various projects as well as the approvals that we have applied for and are
pending before the authorities are as mentioned below:

I . OMT Projects

A. Mumbai Entry Points Project, Maharashtra

Approvals received:

1. Certificate of registration (No. 760182978/Commercial II/Ward L) dated February 21, 2011 registering
the registered office of MIPL as a Commercial II establishment under the Maharashtra Shops and
Establishments Act, 1948. The said registration is valid up to December 31, 2014.

2. Certificate of registration (No. 760312165/Commercial II/Ward RN) dated April 9, 2013 registering the
Dahisar toll plaza as a Commercial II establishment under the Maharashtra Shops and Establishments
Act, 1948. The said registration is valid up to December 31, 2014.

3. Certificate of registration (No. 760311582/Commercial II/ Ward T) dated March 1, 2013 registering the
toll plaza on the Lal Bahadur Shastri Marg corridor as a Commercial II establishment under the
Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to December 31,
2014.

4. Certificate of registration (No. 760308293/Commercial II/ Ward L) dated March 1, 2013 registering the
toll plaza on the Eastern Express Highway corridor as a commercial II establishment under the
Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to December 31,
2014.

5. Certificate of registration (No. 12619400000003654302) dated January 1, 2013 registering the Airoli toll
plaza at the Mulund Airoli Link Road as a commercial establishment under the Maharashtra Shops and
Establishments Act, 1948. The said registration is valid up to December 31, 2015.

6. Certificate of registration (No. 12619400000003654324) dated January 1, 2013 registering the Vashi toll
plaza at the Sion Panvel highway as a commercial establishment under the Maharashtra Shops and
Establishments Act, 1948. The said registration is valid up to December 31, 2015.

7. License (No. 029) dated March 23, 2011 issued by the Office of the Licensing Officer, Mumbai to MIPL
issued under the Contract Labour (Regulation and Abolition) Act, 1970 for the collection of toll at Airoli
toll plaza. The license is valid up to December 31, 2014.

8. License (No. Dycl/CLAI/LIC/089/Desk-27/28) dated March, 23, 2011 issued by the Office of the
Licensing Officer, Mumbai to MIPL under the Contract Labour (Regulation and Abolition) Act, 1970 for
the collection of toll at Dahisar toll plaza. The license is valid up to December 31, 2014.


471
9. License (No. 028) dated March 23, 2011 issued by the Office of the Licensing Officer, Mumbai to MIPL
under the Contract Labour (Regulation and Abolition) Act, 1970 for the collection of toll on the Lal
Bahadur Shastri Marg corridor. The license is valid up to December 31, 2014.

10. License (No. 027) dated March 23, 2011 issued by the Office of the Licensing Officer, Mumbai to MIPL
under the Contract Labour (Regulation and Abolition) Act, 1970 for the collection of toll on the Eastern
Express Highway corridor. The license is valid up to December 31, 2014.

11. License (No. 12612200000000019320) dated October 29, 2013 issued by the Office of the Licensing
Officer, Konkan to MIPL under the Contract Labour (Regulation and Abolition) Act, 1970 for the
collection of toll at Vashi toll plaza. The license is valid up to December 31, 2014.

B. Madurai-Kanyakumari Project, Tamil Nadu

Approvals received:

1. Registration Certificate of Establishment (No. 760327454/Commercial II Ward L) dated May 21, 2013
issued by the Office of the Inspector to RTRPL registering the same as a Commercial II establishment
under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to
December 31, 2014.

2. License (No. L.205/2013-A/M) dated October 21, 2013 issued by the Office of the Licensing Officer and
Assistant Labour Commissioner (Central), Madurai, to RTRPL under the Contract Labour (Regulation
and Abolition) Act, 1970 for employment of upto 120 workers for the operation, maintenance and
collection of toll at Nanguneri toll plaza. The license is valid up to October 20, 2014.

3. License (No. L.203/2013-A/M) dated October 21, 2013 issued by the Office of the Licensing Officer and
Assistant Labour Commissioner (Central), Madurai, to Raima Toll Road Private Limited under the
Contract Labour (Regulation and Abolition) Act, 1970 for the collection of toll at Kappalur toll plaza,
Etturvattum toll plaza and Salaipudur toll plaza. The license is valid up to October 20, 2014.

C. Hyderabad-Bangalore Project, Andhra Pradesh

Approvals received:

1. License (No. 237/2012) dated December 18, 2012 issued by the Assistant Labour Commissioner
(Central-I), Ministry of Labour and Employment, Government of India to our Company under the
Contract Labour (Regulation and Abolition) Act, 1970 for the collection of user fee at Amakathadu Toll
Plaza in the establishment of the General Manager, NHAI, #6-4-239, 3
rd
Cross, Maruthi Nagar,
Anantapur. The license is valid up to December 17, 2014.

2. License (No. 238/2012) dated December 18, 2012 issued by the Assistant Labour Commissioner
(Central-I), Ministry of Labour and Employment, Government of India to our Company under the
Contract Labour (Regulation and Abolition) Act, 1970 for the collection of user fee at Marur Toll Plaza
in the establishment of the General Manager, NHAI, #6-4-239, 3
rd
Cross, Mauthi Nagar, Anantapur. The
license is valid up to December 17, 2014.

3. License (No. 144/2013) dated July 31, 2013 issued by the Assistant Labour Commissioner (Central-I),
Ministry of Labour and Employment, Government of India to MEP HB under the Contract Labour
(Regulation and Abolition) Act, 1970 for 350 workers for toll operation and maintenance at Kasepalli
Toll Plaza in the establishment of the General Manager, NHAI, #6-4-239, 3
rd
Cross, Mauthi Nagar,
Anantapur. The license is valid up to July 30, 2015.

4. Registration Certificate of Establishment (No. 760313375/Commercial II Ward L) dated March 5, 2013
issued by the Office of the Inspector to MEP HB registering the same as a Commercial II establishment
under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to
December 31, 2014.



472
D. Chennai Bypass Project, Tamil Nadu

Approvals received:

1. License (No. L/194/2013) dated July 11, 2013 issued by the Assistant Labour Commissioner (Central),
Ministry of Labour and Employment, Government of India to Jayant D. Mhaiskar, Director, MEP CB
under the Contract Labour (Regulation and Abolition) Act, 1970 for 360 workers for the work of
operation and maintenance of Chennai Bypass in the establishment of M/s. NHAI -PIU- Chennai, No. 1-
54-28, Butt Road. The license is valid up to July 10, 2015.

2. Registration Certificate of Establishment (No. 760313357/Commercial II Ward L) dated March 5, 2013
issued by the Office of the Inspector to MEP CB registering the same as a Commercial II establishment
under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to
December 31, 2014.

E. Baramati Project, Maharashtra

Approvals received:

1. License (No. 10718) dated July 18, 2011 issued by the Assistant Commissioner of Labour, Registering
and Licensing Officer, Pune under the Contract Labour (Regulation and Abolition) Act, 1970 for
employment of contract labour in Baramati. The license is valid up to December 31, 2014.

2. Registration Certificate of Establishment (No. 760192830/Commercial II Ward L) dated April 25, 2011
issued by the Office of the Inspector to BTPL registering the same as a Commercial II establishment
under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to
December 31, 2014.

3. Letter of Approval (No. MSRDC/01/JMD/80) dated January 11, 2011 issued by Vice Chairman &
Managing Director, MSRDC, to BTPL for approval of change in ownership of BTPL from Pratibha
Industries Limited and Sanjay Kakade Infrastructure Private Limited to RTBPL.

F. RGSL Project, Maharashtra

Approvals received:

1. Registration Certificate of Establishment (No. 760378220/Commercial II Ward L) dated February 26,
2014 issued by the Office of the Inspector to MEP RGSL Toll Bridge Private Limited registering the
same as a Commercial II establishment under the Maharashtra Shops and Establishments Act, 1948. The
said registration is valid up to December 31, 2014.

2. License (No. 728) dated July 29, 2011 issued by the Licensing Officer, Government of Maharashtra
under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 160 workers as
contract labour at the toll plaza at the RGSL. The license is valid up to December 31, 2014.

I I . Toll collection projects

A. Phalodi - Ramji Project, Rajashtan

Approvals received:

1. License (No. 25/2010) dated December 3, 2010 issued by the Office of the License Officer, Jodhpur, to
RVPL under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 65 contract
labour for road development, management and toll collection. The license is valid up to December 31,
2014.

2. License (No. 3611) dated December 8, 2010 issued by the Office of the License Officer, Balotra, to
RVPL under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 195 contract
labour for road development, management and toll collection. The license is valid up to December 31,
2014.

473

3. Registration Certificate of Establishment (No. 760181731/Commercial II Ward L) dated February 14,
2011 issued by the Inspector to RVPL registering the same as a Commercial II establishment under the
Bombay Shops and Establishments Act, 1948. The said registration is valid up to December 31, 2014.

B. IRDP Solapur Project, Maharashtra

Approvals received:

1. License (No. 04208/R-43) dated February 13, 2013 issued by the Assistant Commissioner of Labour,
Solapur to MEP Solapur under the Contract Labour (Regulation and Abolition) Act, 1970 for
appointment of contract labour for four locations in Solapur namely, at Solapur-Hotgi road, Solapur-
Barshi road, Solapur-Degaon Mangalweda road and Solapur-Akkalkot road. The license is valid up to
December 31, 2014.

2. Registration Certificate of Establishment (No. 760312786/Commercial II Ward L) dated March 5, 2013
issued by the Office of the Inspector to MEP Solapur registering the same as a Commercial II
establishment under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid
up to December 31, 2014.

C. Vidyasagar Setu Project, West Bengal

Approvals received:

1. Trade License (No. HMC/W38/N/1826/14) dated September 8, 2014 issued by the License Officer,
Howrah Municipal Corporation to RTBPL for the toll collection centre at Vidyasagar Setu under the
Howrah Municipal Corporation Act, 1980. The said registration is valid upto March 31, 2015.

2. Certificate of Registration (No. 760350739/Commercial II Ward L) dated October 8, 2013 issued by
the Senior Inspector to RTBPL registering the same as a Commercial II establishment under the West
Bengal Shops and Establishments Act, 1963. The said registration is valid up to December 16, 2014.

Approvals to be applied for:

1. RTBPL is yet to make an application for obtaining labour license for the Vidyasagar Setu Project. This
application shall be made upon receipt of the requisite form V from NHAI.

D. Bankapur Toll Plaza, Karnataka

Approvals received:

1. License (No. 50/2013-AH) dated July 8, 2013 issued by the Assistant Labour Commissioner (Central),
Hubli, to our Company under the Contract Labour (Regulation and Abolition) Act, 1970 for the
employment of contract labour at Bankapur toll plaza. The license is valid up to July 7, 2015.

E. Chirle and Karanjade Toll Plazas, Maharashtra

Approvals received:

1. License (No. B-ALC(C)-II/46(106)2013-L) dated July 30, 2013 issued by the Assistant Labour
Commissioner (Central-II), Mumbai to our Company under the Contract Labour (Regulation and
Abolition) Act, 1970 for 250 workers for the work of toll collection at Chirle and Karanjade Toll Plazas
in the establishment of the General Manager(Tech) and Project Director, MJPRCL, Navi Mumbai. The
license is valid up to July 29, 2015.



474
F. Dasna Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. D-46(170)/LIC/2014-ALC) dated July 11, 2014 issued by the Licensing Officer and
Assistant Labour Commissioner (Central), Dehradun, to our Company under the Contract Labour
(Regulation and Abolition) Act, 1970 for the employment of contract labour at Dasna toll plaza. The
license is valid up to July 10, 2015.

G. Kalyan Shilphata Project, Maharashtra

Approvals received:

1. License (No. ACL/KYN/IC-959113) dated December 12, 2013 issued by the Licensing Officer, Kalyan,
to our Company under the Contract Labour (Regulation and Abolition) Act, 1970 for the employment of
contract labour at Kalyan Shilphata toll plaza. The license is valid up to December 31, 2014.

H. Mahua Hindaun Karauli Project, Rajasthan

Approvals received:

1. License (No. CLA/45/13) dated April 16, 2013 issued by the Office of the Licensing Officer, Jaipur,
Rajasthan to our Company under the Contract Labour (Regulation and Abolition) Act, 1970 for the work
of toll collection at Gazipur Toll Plaza in Mahua. The license is valid up to December 31, 2014.

2. License (No. 1) dated March 21, 2013 issued by the Office of the Licensing Officer, Jaipur, Rajasthan to
our Company under the Contract Labour (Regulation and Abolition) Act, 1970 for the work of toll
collection at Phulwada Toll Plaza in Hindaun. The license is valid up to December 31, 2014.

I. Alwar Bhiwadi, Rajasthan

Approvals received:

1. License (No. Addl LC(IR)/CLA/L-30/13) dated July 23, 2013 issued by the Office of the Licensing
Officer, Jaipur, Rajasthan to our Company under the Contract Labour (Regulation and Abolition) Act,
1970 for 215 employees for the work of toll collection at Papadi, Tijara and Bhiwadi Toll Plazas on the
Alwar-Bhiwadi section. The license is valid from April 3, 2013 up to December 31, 2014.

J. Gaurau Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. K-46(L-187)/2013-E-2) dated September 4, 2013 issued by the Licensing Officer and
Assistant Labour Commissioner Kanpur, to our Company under the Contract Labour (Regulation and
Abolition) Act, 1970 for 80 workers per day for engagement of fee collecting agency through
competitive bidding at Gurau Toll Plaza (Semra, Atikabad) in the establishment of the Project Director,
NHAI, Agra. The license is valid up to September 3, 2014.

Applications for renewal:

1. Our Company has made an application dated July 1, 2014 with the Assistant Labour Commissioner,
Kanpur for seeking renewal of the labour license (No. K-46(L-187)/2013-E-2) upto September 3, 2015
for Gurau (Semra Atikabad) Toll Plaza, Uttar Pradesh. The said license has expired on September 3,
2014.



475
K. Tundla Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. K-46(L-109)/2014-E-2) dated April 25, 2014 issued by the Licensing Officer and Assistant
Labour Commissioner Kanpur, to our Company under the Contract Labour (Regulation and Abolition)
Act, 1970 for 100 workers for collection of user fee at temporary toll plaza in KM 225.00 of NH-2 at
Tundla in the establishment of the Project Director, NHAI, Agra. The license is valid up to April 24,
2015.

L. Kini Tasawade Project, Maharashtra

Approvals received:

1. Certificate of registration (No. 760198496/Commercial II Ward FN) dated May 18, 2011 issued by the
Inspector to Raima Manpower and Consultancy Services Private Limited registering the same as a
Commercial II establishment under the Maharashtra Shops and Establishments Act, 1948. The said
registration is valid up to December 31, 2014.

2. License (No. ACL/1/290) dated July 23, 2014 issued by the Assistant Labour Commissioner and
Lincensing Officer, Ichalkaranji, to RTIPL under the Contract Labour (Regulation and Abolition) Act,
1970 for employment of 180 workers at the Kini Toll Plaza. The license is valid up to July 23, 2015.

3. License (No. ACL-CLA-STR/1010) dated July 2, 2014 issued by the Assistant Labour Commissioner
and Lincensing Officer, Satara, to RTIPL under the Contract Labour (Regulation and Abolition) Act,
1970 for employment of 180 workers at the Tasawade Toll Plaza. The license is valid up to December
31, 2014.

M. Panikholi Toll Plaza, Odisha

Approvals received:

1. License (No. L/34/2014) dated May 6, 2014 issued by the Assistant Labour Commissioner (C) cum
Lincensing Officer, Angul, to our Company under the Contract Labour (Regulation and Abolition) Act,
1970 for collection of user fee at Panikholi Toll Plaza in the establishment of the Project Director, NHAI,
Bhubaneswar. The license is valid up to May 5, 2015.

N. Paduna Toll Plaza, Odisha

Approvals received:

1. License (No. AJ(L)/181/2014-ALC) dated May 26, 2014 issued by the Licensing Officer and Assistant
Labour Commissioner (C), Ajmer, to our Company under the Contract Labour (Regulation and
Abolition) Act, 1970 for collection of user fee at Paduna Toll Plaza in the establishment of the Project
Director, NHAI, Udaipur. The license is valid up to May 25, 2015.

O. Chamari (Usaka) Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. K-46(L-65)/2014-E-2) dated March 13, 2014 issued by the Licensing Officer and Assistant
Labour Commissioner (C), Kanpur, to our Company under the Contract Labour (Regulation and
Abolition) Act, 1970 for collection of user fee at Usaka (Chamari) toll plaza in the establishment of the
Project Director, NHAI, Kanpur. The license is valid up to March 12, 2015.



476
P. Brijghat Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. D-46(53)/LIC/2014-ALC) dated April 4, 2014 issued by the Licensing Officer and
Assistant Labour Commissioner (C), Dehradun, to our Company under the Contract Labour (Regulation
and Abolition) Act, 1970 for collection of toll at Brijghat toll plaza in the establishment of the Project
Director, NHAI, Moradabad (UP). The license is valid up to April 3, 2015.

Q. Athur Toll Plaza, Tamil Nadu

Approvals received:

1. License (No. L/92/2014) dated April 23, 2014 issued by the Licensing Officer, Chennai, to our Company
under the Contract Labour (Regulation and Abolition) Act, 1970 for collection of toll at Athur toll plaza.
The license is valid up to April 22, 2015.

R. Tendua Toll Plaza, Uttar Pradesh

Approvals received:

1. License (No. A-46(174)/2014) dated August 22, 2014 issued by the Assistant Commissioner of Labour
(Central) and Licensing Officer, Allahabad, to our Company under the Contract Labour (Regulation and
Abolition) Act, 1970 for employment of 100 workers for collection of toll at the Tendua toll plaza. The
license is valid upto August 21, 2015.

S. Alwar Sikandra Toll Plaza, Rajasthan

Approvals received:

1. License (No. ALW 88/2014) dated August 14, 2014 issued by the Licensing Officer, Rajasthan, to our
Company under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 50
workers for collection of toll for the project awarded by RIDCOR. The license is valid upto December
31, 2014.

2. License (No. CLA/55/2014) dated August 13, 2014 issued by the Licensing Officer, Rajasthan, to our
Company under the Contract Labour (Regulation and Abolition) Act, 1970 for employment of 50
workers for collection of toll at the Pichupada toll plaza. The license is valid upto December 31, 2014.

T. Palsit Toll Plaza, West Bengal

Approvals to be applied for:

1. Our Company is yet to make an application for obtaining labour license for the Palsit Toll Plaza. This
application shall be made upon receipt of the requisite form V from NHAI.

U. Dankuni Toll Plaza, West Bengal

1. Our Company is yet to make an application for obtaining labour license for the Dankuni Toll Plaza. This
application shall be made upon receipt of the requisite form V from NHAI.

Other Approvals

MEP Highway Solutions Private Limited

Approvals received:

1. Certificate of registration (No. 760327457/Commercial II Ward L) dated May 21, 2013 issued by the
Senior Inspector to MEP Highway Solutions Private Limited registering the same as a Commercial II

477
establishment under the Bombay Shops and Establishments Act, 1948. The said registration is valid up to
December 31, 2014.

MEP Nagzari Toll Road Private Limited

Approvals received:

1. Registration Certificate of Establishment (No. 760327471/Commercial II Ward L) dated May 21, 2013
issued by the Senior Inspector to MEP Nagzari registering the same as a Commercial II establishment
under the Maharashtra Shops and Establishments Act, 1948. The said registration is valid up to
December 31, 2014.



478
OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

1. The Issue has been authorised by a resolution of the Board of Directors passed at their meeting held on
September 9, 2014, subject to the approval of shareholders of our Company.

2. The shareholders of our Company have authorised the Issue by a special resolution passed pursuant to
section 62 of the Companies Act, 2013, at the EGM of our Company held on September 15, 2014.

Prohibition by SEBI or Other Governmental Authorities

Our Company, our Promoters, our Directors, Promoter Group entities, Group Companies, the persons in control
of our Company, the natural persons in control of our corporate Promoter not been debarred from accessing the
capital market under any order or direction passed by SEBI or any other regulatory or governmental authority.

The companies, with which our Promoters, our Directors or persons in control of our Company are or were
associated as promoters, directors or persons in control have not been debarred from accessing the capital
market under any order or direction passed by SEBI or any other regulatory or governmental authority.

Details of the entities that our Director(s) are associated with, which are engaged in securities market related
business, and are registered with SEBI for the same, have been provided to SEBI.

Prohibition by RBI

Neither our Company, our Promoters, relatives of Promoters (as defined under Companies Act), Directors,
Group Companies have been identified as wilful defaulters by the RBI or any other governmental authority.
There are no violations of securities laws committed by them in the past or no such proceedings are pending
against them or our Company.

Eligibility for the Issue

Our Company is eligible for the Issue in accordance with the Regulation 26(2) of the SEBI Regulations, which
states as follows:

An issuer not satisfying the condition stipulated in sub-regulation (1) may make an initial public offer if the
issue is made through the book-building process and the issuer undertakes to allot, at least seventy five percent
of the net issue to public, to qualified institutional buyers and to refund full subscription money if it fails to make
the said minimum allotment to qualified institutional buyers.

We are an unlisted company not complying with the conditions specified in Regulation 26(1) of the SEBI
Regulations and are therefore required to meet both the conditions detailed in Clause (a) and Clause (b) of
Regulation 26(2) of the SEBI Regulations.

We are complying with Regulation 26(2) of the SEBI Regulations and at least 75% of the Issue is
proposed to be Allotted to QIBs and in the event we fail to do so, the full application monies shall be
refunded to the Bidders.

We are complying with Regulation 43(2) of the SEBI Regulations and Non-Institutional Bidders and
Retail Individual Bidders will be allocated not more than 15% and 10% of the Issue, respectively.

Hence, we are eligible for the Issue under Regulation 26(2) of the SEBI Regulations.

Our Company is undertaking this Issue under Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules,
1957, as amended (SCRR) and shall comply with the requirements thereunder. This is an issue for at least
25% of the fully diluted post-Issue paid-up equity capital of our Company.
Further, we shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted
shall not be less than 1,000; otherwise the entire application money will be refunded forthwith. In case of delay,
if any, our Companys refund shall include interest on the application money at the rate of 15% per annum for

479
the period of delay.
Disclaimer Clause of SEBI

AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED
TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED
HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, IDFC SECURITIES, INGA AND IDBI
CAPITAL HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE
FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD
MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY DISCHARGE ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS, IDFC SECURITIES, INGA
AND IDBI CAPITAL, HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED
SEPTEMBER 29, 2014 WHICH READS AS FOLLOWS:

WE, THE BOOK RUNNING LEAD MANAGERS TO THE ABOVE MENTIONED FORTHCOMING
ISSUE, STATE AND CONFIRM AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO
LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
COLLABORATORS, ETC. AND OTHER MATERIAL DOCUMENTS IN CONNECTION WITH
THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS DATED SEPTEMBER 29,
2014 (THE DRAFT RED HERRING PROSPECTUS) PERTAINING TO THE ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE,
PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS
FURNISHED BY THE ISSUER, WE CONFIRM THAT:

(A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (SEBI) IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

(B) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE
REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE
SECURITIES AND EXCHANGE BOARD OF INDIA, THE CENTRAL GOVERNMENT
AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN
DULY COMPLIED WITH; AND

(C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE
TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL
INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND
SUCH DISCLOSURES ARE IN ACCORDANCE WITH REQUIREMENTS OF THE
COMPANIES ACT, 1956, AS AMENDED AND REPLACED BY THE COMPANIES
ACT, 2013, TO THE EXTENT IN FORCE, THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2009 AS AMENDED (SEBI REGULATIONS) AND OTHER

480
APPLICABLE LEGAL REQUIREMENTS.

1. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN
THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT
TILL DATE SUCH REGISTRATION IS VALID.

2. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE
UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS - NOTED FOR
COMPLIANCE;

3. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN
OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTERS
CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO
FORM PART OF THE PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN SHALL
NOT BE DISPOSED/ SOLD/ TRANSFERRED BY THE PROMOTERS DURING THE
PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING
PROSPECTUS WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA TILL THE
DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED
HERRING PROSPECTUS;

4. WE CERTIFY THAT REGULATION 33 OF THE SEBI REGULATIONS, WHICH RELATES
TO EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTERS
CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN
MADE IN THE DRAFT RED HERRING PROSPECTUS- NOTED FOR COMPLIANCE;

5. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C)
AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SEBI REGULATIONS
SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN
MADE TO ENSURE THAT PROMOTERS CONTRIBUTION SHALL BE RECEIVED AT
LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT
AUDITORS CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI.
WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE
THAT PROMOTERS CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT
WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE
ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE NOT APPLICABLE;

6. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE
FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE MAIN
OBJECTS LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF
ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES
WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE
OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION; - COMPLIED WITH TO
THE EXTENT APPLICABLE;

7. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE
THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE
BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF
THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE
SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK
EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE
AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE
ISSUER SPECIFICALLY CONTAINS THIS CONDITION NOTED FOR COMPLIANCE.
ALL MONIES RECEIVED OUT OF THE ISSUE SHALL BE CREDITED/TRANSFERRED
TO A SEPARATE BANK ACCOUNT AS REFERRED TO IN SUB-SECTION (3) OF
SECTION 40 OF THE COMPANIES ACT, 2013;

8. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING
PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE
SHARES IN DEMAT OR PHYSICAL MODE NOT APPLICABLE. UNDER SECTION 29 OF

481
THE COMPANIES ACT, 2013, EQUITY SHARES IN THE ISSUE HAVE TO BE ISSUED IN
DEMATERIALISED FORM ONLY;

9. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SEBI
ICDR REGULATIONS HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN
OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A
WELL INFORMED DECISION;

10. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE
DRAFT RED HERRING PROSPECTUS:

A. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE
SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE
ISSUER; AND

B. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM TIME TO
TIME.

11. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO
ADVERTISEMENT IN TERMS OF THE SEBI REGULATIONS WHILE MAKING THE
ISSUE - NOTED FOR COMPLIANCE;

12. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS
BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS
BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS
STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE, ETC. - REFER TO DUE
DILIGENCE PROCESS NOTE ENCLOSED AS ANNEXURE A;

13. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH
THE APPLICABLE PROVISIONS OF THE SEBI REGULATIONS, CONTAINING DETAILS
SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE,
PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE THE
REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY; REFER
TO THE CHECKLIST ENCLOSED AS ANNEXURE B;

14. WE ENCLOSE STATEMENT ON PRICE INFORMATION OF PAST ISSUES HANDLED BY
MERCHANT BANKERS (WHO ARE RESPONSIBLE FOR PRICING THE ISSUE), AS PER
FORMAT SPECIFIED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA
THROUGH CIRCULAR; REFER TO THE DISCLOSURE ENCLOSED AS ANNEXURE C;

1. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN
FROM LEGITIMATE BUSINESS TRANSACTIONS COMPLIED WITH TO THE EXTENT
OF THE RELATED PARTY TRANSACTIONS REPORTED, IN ACCORDANCE WITH
ACCOUNTING STANDARD 18, IN THE FINANCIAL STATEMENTS OF THE COMPANY
INCLUDED IN THE DRAFT RED HERRING PROSPECTUS.

The filing of this Draft Red Herring Prospectus does not, however, absolve our Company from any liabilities
under section 34 or section 38 of Companies Act, 2013 or from the requirement of obtaining such statutory
and/or other clearances as may be required for the purpose of the proposed Issue. SEBI further reserves the right
to take up at any point of time, with BRLMs, any irregularities or lapses in this Draft Red Herring Prospectus.

All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring
Prospectus with RoC in terms of section 32 of the Companies Act, 2013. All legal requirements pertaining to the
Issue will be complied with at the time of registration of the Prospectus with RoC in terms of Sections 26 and 30
of the Companies Act, 2013.

Caution - Disclaimer from our Company and BRLMs

Our Company, Directors and BRLMs accept no responsibility for statements made otherwise than in this Draft

482
Red Herring Prospectus or in the advertisements or any other material issued by or at our Companys instance
and anyone placing reliance on any other source of information, including our Companys website
www.mepinfra.com, would be doing so at his or her own risk.

BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement and
Underwriting Agreement to be entered into between Underwriters and our Company.

All information shall be made available by our Company and BRLMs to the public and investors at large and no
selective or additional information would be available for a section of the investors in any manner whatsoever
including at road show presentations, in research or sales reports, at bidding centres or elsewhere.

None among our Company or any member of the Syndicate is liable for any failure in downloading the Bids due
to faults in any software/hardware system or otherwise.

Investors who Bid in the Issue will be required to confirm and will be deemed to have represented to our
Company, the Underwriters and their respective directors, officers, agents, affiliates, and representatives that
they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity
Shares of our Company and will not issue, sell, pledge, or transfer the Equity Shares of our Company to any
person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the
Equity Shares of our Company. Our Company, the Underwriters and their respective directors, officers, agents,
affiliates, and representatives accept no responsibility or liability for advising any investor on whether such
investor is eligible to acquire the Equity Shares of our Company.

BRLMs and their respective associates and affiliates may engage in transactions with, and perform services for,
our Company, its respective group companies, affiliates or associates in the ordinary course of business and
have engaged, or may in the future engage, in commercial banking and investment banking transactions with
our Company, for which they have received, and may in the future receive, compensation.


483
Price information of past issues handled by the BRLMs

C. I DFC Securities

1. Price information of past issues handled by IDFC Securities
Sr.
No.
Issue name Issue size
(` mm)
Issue
price (`)
Listing
date
Opening
price on
listing
date (`)
Closing
price on
listing
date (`)
%
Change in
price on
listing
date
(closing)
vs. issue
price
Benchmar
k index on
listing
date
(closing)
Closing
price as
on 10th
calendar
day from
listing day
(`)
Benchmar
k index as
on 10th
calendar
day from
listing day
(closing)
Closing
price as
on 20th
calendar
day from
listing day
(`)
Benchmar
k index as
on 20th
calendar
day from
listing day
(closing)
Closing
price as
on 30th
calendar
day from
listing day
(`)
Benchmar
k index as
on 30th
calendar
day from
listing day
(closing)
1. Tribhovandas
Bhimji Zaveri
Limited
2,000.00 120.0
May 9,
2012
115.0 111.2 (7.33%) 16,479.6 120.3 16,183.3 116.0 1,6438.6 110.0 16,718.9
2. Repco Home
Finance Limited
2,701.01 172.0
April 1,
2013
159.95 161.80 (5.93%) 5704.40 168.30 5594.00 170.65 5783.10 170.90 5930.20
3. Sharda
Cropchem
Limited
3,518.60 156
September
23, 2014
260.00 230.95 48.04% 8,017.55 NA NA NA NA NA NA
Source: www.bseindia.com, www.nseindia.com for the price information and prospectus for issue details

Notes:
i. In case of reporting dates falling on a holiday, values for the trading day immediately following the holiday has been considered
ii. Price information and benchmark index values has been shown only for designated stock exchange for the issuer
iii. BSE is the designated stock exchange for the issue listed as item 1, NSE is the designated stock exchange for the issue listed as item 2 and 3 in the above table.

2. Summary statement of price information of past issues handled by IDFC Securities
Fiscal Total no.
of IPOs
(1)

Total funds
raised (`
million)
Nos. of IPOs trading at discount on
listing date
Nos. of IPOs trading at
premium on listing date
Nos. of IPOs trading at discount as on
30th calendar day from listing day
Nos. of IPOs trading at premium as on
30th calendar day from listing day
Over 50% Between
25%-50%
Less
than 25%
Over 50% Between
25%-50%
Less
than 25%
Over 50% Between
25%-50%
Less
than 25%
Over 50% Between
25%-50%
Less
than 25%
April 1, 2014
till the date
of the DRHP
1 3,518.60 - - - - 1 - NA NA NA NA NA NA
2014 1 2,701.01 - - 1 - - - - - 1 - - -
2013 1 2,000.00 - - 1 - - - - - 1 - - -
1
Based on the date of listing







484
D. I nga

Nil


E. I DBI Capital

1. Price information of past issues handled by IDBI Capital

Sr.
No.
Issue name Issue size
(` mm)
Issue
price (`)
Listing
date
Opening
price on
listing
date (`)
Closing
price on
listing
date (`)
%
Change in
price on
listing
date
(closing)
vs. issue
price
Benchmar
k index on
listing
date
(closing)
Closing
price as
on 10th
calendar
day from
listing day
(`)
Benchmar
k index as
on 10th
calendar
day from
listing day
(closing)
Closing
price as
on 20th
calendar
day from
listing day
(`)
Benchmar
k index as
on 20th
calendar
day from
listing day
(closing)
Closing
price as
on 30th
calendar
day from
listing day
(`)
Benchmar
k index as
on 30th
calendar
day from
listing day
(closing)
1. Mitcon
Consultancy &
Engineering
Services Limited
250.1 60.0
November
1, 2013
60.0 51.1 (14.8%) 6,307.2 43.1 6,078.8 42.1 5,989.6 44.1 5,995.5
2. Opal Luxury
Time Products
Limited
130.0 130.0
April 12,
2013
130.0 128.0 (1.5%) 5,528.6 130.0 5,834.4 130.5 5,871.5 128.0 6,043.6
3.
PC Jeweller Ltd. 6,012.9 135.0
December
27, 2012
137.0 149.2 10.5% 5,870.1 181.7 5,988.4 168.9 6,056.6 157.5 6,074.3
4. Credit and
Analysis Rating
Agency Limited
5,399.8 750.0
December
26, 2012
949.0 922.5 23.0% 5,905.6 934.8 6,016.2 923.5 6,024.1 920.9 6,019.4
5. Thejo
Engineering
Limited
190.1 402.0
September
18, 2012
403.0 403.0 0.2% 5,600.1 375.0 5,649.5 360.0 5,747.0 392.90 5,660.25
6.
NBCC Limited 1,272.0 106.0
April 12,
2012
101.0 97.0 (8.5%) 5,276.9 98.2 5,290.9 96.1 5,248.2 86.6 4,928.9
Notes:
In case of discounts given to certain categories of investors, the undiscounted issue price has been taken as the issue price.
Issue size has been taken net of promoter's contribution, if any.
If the 10th, 20th and 30th calendar day from listing day is not a working day, closing price on previous working day is taken.
If no trading has taken place on the 10th, 20th and 30th calender day, the closing price of stock and the benchmark has been taken from the last day when trading has taken place.
All prices are according to trades on NSE and the benchmark index is the Nifty.







485
2. Summary statement of price information of past issues handled by IDBI Capital

Fiscal Total no.
of IPOs
(1)

Total funds
raised (`
million)
Nos. of IPOs trading at discount on
listing date
Nos. of IPOs trading at
premium on listing date
Nos. of IPOs trading at discount as on
30th calendar day from listing day
Nos. of IPOs trading at premium as on
30th calendar day from listing day
Over 50% Between
25%-50%
Less
than 25%
Over 50% Between
25%-50%
Less
than 25%
Over 50% Between
25%-50%
Less
than 25%
Over 50% Between
25%-50%
Less
than 25%
April 1, 2014
till the date
of the DRHP
- - - - - - - - - - - - - -
2014 2 380.10 - - 2 - - - - 1 1 - - -
2013 4 12,874.71 - - 1 - - 3 - - 2 - - 2
Note:
Total Funds raised is taken as the sum of individual Issue Size.

486
Track record of past issues handled by BRLMs

For details regarding the track record of the BRLMs to the Issue as specified in Circular reference
CIR/MIRSD/1/ 2012 dated January 10, 2012 issued by the SEBI, please refer to the websites of the BRLMs at
http://www.idfc.com/capital/investment-banking/track-record.aspx; www.ingacapital.com; and
www.idbicapital.com.

Disclaimer in respect of Jurisdiction

This Issue is being made in India to persons resident in India (including Indian nationals resident in India who
are competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered
with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to
RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and
invest in shares, permitted insurance companies and pension funds, insurance funds set up and managed by the
army and navy and insurance funds set up and managed by the Department of Posts, India) and to FIIs, Eligible
NRIs and other eligible foreign investors (viz. FVCIs, multilateral and bilateral development financial
institutions). This Draft Red Herring Prospectus does not, however, constitute an invitation to purchase Equity
Shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer
or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is
required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out of this
Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be
required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its
observations and SEBI shall give its observations in due course. Accordingly, the Equity Shares represented
thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be
distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.
Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of our Company since the date hereof or that
the information contained herein is correct as of any time subsequent to this date.

Disclaimer Clause of BSE

As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus prior to the RoC filing.

Disclaimer Clause of NSE

As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus prior to the RoC filing.

Filing

A copy of this Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department,
SEBI Bhavan, Plot No.C4-A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.

A copy of the Red Herring Prospectus, along with the documents required to be filed under section 32 of the
Companies Act, 2013 would be delivered for registration to RoC and a copy of the Prospectus to be filed under
section 26 of the Companies Act, 2013 would be delivered for registration with the RoC at the office of the
Registrar of Companies, 100, Everest, Marine Drive, Mumbai 400 002.

Listing

Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of
the Equity Shares. [] will be the Designated Stock Exchange with which the Basis of Allotment will be
finalised.


487
If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the
Stock Exchanges mentioned above, our Company will forthwith repay, without interest, all moneys received
from the applicants in pursuance of the Red Herring Prospectus. If such money is not repaid within eight days
after our Company becomes liable to repay it, then our Company and every Director of our Company who is an
officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at the
rate of 15% per annum on application money, as prescribed under section 40 of the Companies Act, 2013.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all Stock Exchanges mentioned above are taken within 12 Working Days of the
Bid/ Issue Closing Date.

Consents

Consents in writing of: (a) Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Joint
Statutory Auditors, legal advisors, Bankers to our Company; (b) CRISIL for information pertaining to the
CRISIL Report; and (c) BRLMs, Syndicate Members, Escrow Collection Bankers and Registrar to the Issue to
act in their respective capacities, have been/will be obtained prior to filing of the Red Herring Prospectus with
the RoC and will be filed along with a copy of the Red Herring Prospectus with RoC as required under Sections
26 and 32 of the Companies Act, 2013 and such consents shall not be withdrawn up to the time of delivery of
the Red Herring Prospectus and the Prospectus for registration with RoC.

In accordance with the Companies Act and the SEBI Regulations, B S R and Co., Chartered Accountants and
Parikh Joshi & Kothare, Chartered Accountants, our Companys joint statutory auditors, have given their written
consent for inclusion of their reports dated September 19, 2014, 2014 on the Restated Standalone Financial
Information and the Restated Consolidated Financial Information of our Company in this Draft Red Herring
Prospectus. Further, our Joint Statutory Auditors have agreed to include its name as an expert under Section 26
of the Companies Act, 2013 in this Draft Red Herring Prospectus in relation to the statement of tax benefits
dated September 15, 2014 in the form and context in which it appears in this Draft Red Herring Prospectus.
Such consents have not been withdrawn as of the date of this Draft Red Herring Prospectus.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received consent from the Joint Statutory Auditors to include their respective names as an
expert under Section 26 of the Companies Act, 2013 in this Draft Red Herring Prospectus in relation to their
reports dated September 19, 2014 on the Restated Financial Information, the Restated Financial Information and
the statement of tax benefits dated September 15, 2014. Such consent has not been withdrawn as of the date of
this Draft Red Herring Prospectus.

Issue Related Expenses

The expenses of this Issue include, among others, underwriting and management fees, selling commission,
printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. For further
details of Issue related expenses, see the section Objects of the Issue on page 94.

Fees Payable to Syndicate

The total fees payable to Syndicate (including underwriting commission and selling commission and
reimbursement of their out-of-pocket expense) will be as per the Engagement Letters.

Commission payable to the Registered Brokers

For details of the commission payable to the Registered Brokers, please see the section Objects of the Issue on
page 94.

Fees Payable to the Registrar to the Issue

The fees payable by our Company to the Registrar to the Issue for processing of application, data entry, printing
of CAN/refund order, Allotment Advice, preparation of refund data on magnetic tape, printing of bulk mailing

488
register will be as stated in the agreement dated September 9, 2014 signed among our Company and Registrar to
the Issue, a copy of which is available for inspection at the Registered Office.

The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery,
postage, stamp duty and communication expenses. Adequate funds will be provided to Registrar to the Issue to
enable it to send refund in any of the modes described in the Red Herring Prospectus or Allotment advice by
registered post/speed post.

Underwriting commission, brokerage and selling commission on Previous Issues

Since this is an initial public offering of our Company, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any Equity Shares since
inception of our Company.

Particulars regarding Public or Rights Issues by our Company during the last five years

Our Company has not made any public or rights issues during the five years preceding the date of this Draft Red
Herring Prospectus.

Previous issues of the Equity Shares otherwise than for cash

Our Company has not issued any Equity Shares for consideration otherwise than for cash.

Previous capital issue during the previous three years by listed subsidiaries or associates of our Company

None of our Subsidiaries or associates are listed on any stock exchange.

Performance vis--vis objects Public/Rights Issue of our Company and associates of our Company

Our Company or its associates have not undertaken any previous public or rights issue.

Outstanding Debentures or Bonds

Our Company does not have any outstanding debentures or bonds as of the date of this Draft Red Herring
Prospectus.

Outstanding Preference Shares

Our Company does not have any outstanding preference shares as on date of this Draft Red Herring Prospectus.

Stock Market Data of the Equity Shares

This being an initial public issue of our Company, the Equity Shares are not listed on any stock exchange.

Mechanism for Redressal of Investor Grievances

The Memorandum of Understanding between Registrar to the Issue and our Company provides for the retention
of records with Registrar to the Issue for a period of at least three years from the last date of despatch of the
letters of Allotment, demat credit and refund orders to enable the investors to approach Registrar to the Issue for
redressal of their grievances.

All grievances relating to the Issue may be addressed to Registrar to the Issue, giving full details such as name,
address of the applicant, number of the Equity Shares applied for, amount paid on application and the bank
branch or collection centre where the application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the
relevant SCSBs or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of
the Specified Locations or the relevant Registered Broker if the Bid was submitted through Registered Brokers,
as the case may be, giving full details such as name and address of the sole or the First Bidder, the Bid cum
Application Form number, Bidders DP ID, Client ID, PAN, number of the Equity Shares applied for, date of
Bid cum Application Form, name and address of the member of the Syndicate or the Registered Broker or the
Designated Branch, as the case may be, where the ASBA Bid was submitted and ASBA Account number in
which the amount equivalent to the Bid Amount was blocked.

489

The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications
or grievances of ASBA Bidders. Our Company, the BRLMs and the Registrar to the Issue accept no
responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with
its obligations under applicable SEBI Regulations.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or Registrar to the Issue or SCSB in
case of ASBA Bidders, for the redressal of routine investor grievances shall be 10 Working Days from the date
of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, our Company will seek to redress these complaints as expeditiously as possible.

Our Company has also appointed Shridhar Phadke, Company Secretary of our Company, as the Compliance
Officer for this Issue and he may be contacted in case of any pre-Issue or post-Issue related problems at the
following address:

A 412, boomerang
Chandivali Farm Road
Near Chandivali Studio
Andheri (East)
Mumbai 400 072
Tel: (91 22) 6120 4800
Fax: (91 22) 6120 4804
Email: cs@mepinfra.com

Our Company has not received any investor complaint during the three years preceding the date of the Draft
Red Herring Prospectus.

Changes in Auditors

Except as stated below, there have been no changes in the auditors of our Company during the three years
preceding the date of this Draft Red Herring Prospectus:

Name Date of Change Nature of Change Reason
B S R and Co. May 24, 2013 Appointment as joint
statutory auditors
As the scale of operations
of our Company
increased during the, our
Company had felt the
need for appointment of
another auditor.

Capitalisation of Reserves or Profits

Our Company has not capitalised its reserves or profits at any time during the last five years, except as stated in
the section Capital Structure on page 81.

Revaluation of Assets

Our Company has not revalued its assets in the last five years.


490
SECTION VII: ISSUE INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued pursuant to the Issue shall be subject to the provisions of the Companies Act,
the Memorandum and Articles of Association, the terms of the Red Herring Prospectus and the Prospectus, Bid
cum Application Form, the Revision Form, the CAN, the Allotment Advice and other terms and conditions as
may be incorporated in the Allotment Advices and other documents/ certificates that may be executed in respect
of the Issue. The Equity Shares shall also be subject to laws, guidelines, notifications and regulations relating to
the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government,
Stock Exchanges, RoC, RBI and/or other authorities, as in force on the date of the Issue and to the extent
applicable, or such other conditions as may be prescribed by SEBI, RBI, the Government of India, the Stock
Exchanges, the RoC and/or any other authorities while granting its approval for the Issue.

Ranking of the Equity Shares

The Equity Shares being issued in the Issue shall be subject to the provisions of Companies Act and
Memorandum and Articles of Association and shall rank pari-passu with the existing Equity Shares of our
Company including rights in respect of dividend. Allottees of the Equity Shares under this Issue will be entitled
to dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For
further details, see the section Main Provisions of the Articles of Association on page 550.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to its shareholders in accordance with the provisions of
Companies Act, Memorandum and Articles of Association and provisions of the Equity Listing Agreement to be
entered into with the Stock Exchanges.

Face Value and Issue Price

The face value of the Equity Shares is ` 10 each and the Issue Price is ` [] per Equity Share. The Anchor
Investor Issue Price is ` [] per Equity Share.

The Price Band and the minimum Bid Lot size for the Issue will be decided by our Company in consultation
with BRLMs and advertised in [] edition of English national newspaper [], [] edition of Hindi national
newspaper [], and [] edition of regional language newspaper [] each with wide circulation, at least five
Working Days prior to the Bid/ Issue Opening Date.

At any given point of time there shall be only one denomination for the Equity Shares.

Compliance with the SEBI Regulations

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholder

Subject to applicable laws, the equity shareholders shall have the following rights:

Right to receive dividends, if declared;

Right to attend general meetings and exercise voting powers, unless prohibited by law;

Right to vote on a poll either in person or by proxy;

Right to receive offers for rights shares and be allotted bonus shares, if announced;

Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

Right of free transferability subject to applicable law, including any RBI rules and regulations; and


491
Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act, the terms of the Equity Listing Agreement and our Companys Memorandum and Articles of
Association.

For a detailed description of the main provisions of the Articles of Association relating to voting rights,
dividend, forfeiture and lien and/or consolidation/splitting, see the section Main Provisions of the Articles of
Association on page 550.

Market Lot and Trading Lot

In terms of section 29 of Companies Act, 2013, the Equity Shares shall be Allotted only in dematerialised form.
As per the SEBI Regulations, the trading of the Equity Shares shall only be in dematerialised form. Since
trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in this
Issue will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of []
Equity Shares.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Mumbai.

Nomination Facility to Investor

In accordance with section 72 of the Companies Act, 2013, the sole or the First Bidder, along with other joint
Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint
Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person,
being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in
accordance with section 72 of Companies Act, 2013, be entitled to the same advantages to which he or she
would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to
Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a
sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the
manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the
Registered Office/Corporate Office of our Company or to the Registrar and Transfer Agent of our Company.

Any person who becomes a nominee by virtue of section 72 of the Companies Act, 2013, shall upon the
production of such evidence as may be required by the Board, elect either:

To register himself or herself as the holder of the Equity Shares; or

To make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days,
the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of the Equity Shares in the Issue will be made only in dematerialised form, there is no need
to make a separate nomination with our Company. Nominations registered with respective depository
participant of the applicant would prevail. If the investors require changing their nomination, they are requested
to inform their respective depository participant.

Minimum Subscription

If our Company does not receive (i) the minimum subscription of 90% of the Issue; and (ii) a subscription in the
Issue equivalent to at least 25% post-Issue paid up Equity Share capital of our Company (the minimum number
of securities as specified under Rule 19(2)(b)(i) of the SCRR), including devolvement of Underwriters, if any,
within sixty (60) days from the date of Bid/Issue Closing Date, our Company shall forthwith refund the entire
subscription amount received. If there is a delay beyond the prescribed time, our Company shall pay interest
prescribed under the Companies Act, 2013, the SEBI Regulations and applicable law.


492
Further, we shall ensure that the number of prospective Allotees to whom the Equity Shares will be Allotted
shall not be less than 1,000.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Arrangement for disposal of Odd Lots

There are no arrangements for disposal of odd lots.

Restriction on transfer of the Equity Shares

Except for lock-in of the pre-Issue Equity Shares, Promoters minimum contribution and Anchor Investor lock-
in in the Issue as detailed in the section Capital Structure on page 81, and except as provided in the Articles of
Association, there are no restrictions on transfers of the Equity Shares. There are no restrictions on transmission
of shares and on their consolidation/ splitting except as provided in the Articles of Association. For details, see
the section Main Provisions of the Articles of Association on page 550.

Option to Receive Securities in Dematerialized Form
Pursuant to Section 29 of the Companies Act, 2013, the Equity Shares in the Issue shall be allotted only in
dematerialised form. Further, as per the SEBI Regulations, the trading of the Equity Shares shall only be in
dematerialised form.





493
ISSUE STRUCTURE

Issue of [] Equity Shares for cash at a price of ` [] per Equity Share (including share premium of ` [] per
Equity Share) aggregating up to ` 3,600 million. The Issue will constitute []% of the post-Issue paid-up equity
share capital of our Company.

The Issue is being made through the Book Building Process.

QIBs
#
Non-Institutional Bidders Retail Individual
Bidders
Number of Equity
Shares*
At least [] Equity Shares Not more than [] Equity
Shares available for
allocation or Issue less
allocation to QIB Bidders
and Retail Individual
Bidders.

Not more than []
Equity Shares available
for allocation or Issue
less allocation to QIB
Bidders and Non-
Institutional Bidders.
Percentage of Issue
Size available for
Allotment/allocation
At least 75% of the Issue
Size being Allotted to
QIBs. However, up to 5%
of the QIB Portion
(excluding the Anchor
Investor Portion) will be
available for allocation
proportionately to Mutual
Funds only.

Not more than 15% of the
Issue or the Issue less
allocation to QIB Bidders
and Retail Individual
Bidders.
Not more than 10% of
the Issue or Issue less
allocation to QIB
Bidders and Non-
Institutional Bidders.
Basis of
Allotment/Allocation
if respective
category is
oversubscribed

Proportionate as follows
(excluding the Anchor
Investor Portion):
(a) [] Equity Shares shall
be allocated on a
proportionate basis to
Mutual Funds only; and(c)
[] Equity Shares shall be
allotted on a proportionate
basis to all QIBs including
Mutual Funds receiving
allocation as per (a) above.

Proportionate In the event, the Bids
received from Retail
Individual Bidders
exceeds [] Equity
Shares, then the
maximum number of
Retail Individual
Bidders who can be
allocated/Allotted the
minimum Bid Lot will
be computed by
dividing the total
number of the Equity
Shares available for
allocation/Allotment to
Retail Individual
Bidders by the
minimum Bid Lot
(Maximum RIB
Allottees). The
allocation/Allotment to
Retail Individual
Bidders will then be
made in the following
manner:

In the event the
number of Retail
Individual Bidders
who have submitted
valid Bids in the
Issue is equal to or
less than Maximum

494
QIBs
#
Non-Institutional Bidders Retail Individual
Bidders
RIB Allottees, (i)
Retail Individual
Bidders shall be
allocated / Allotted
the minimum Bid
Lot; and (ii) the
balance Equity
Shares, if any,
remaining in the
Retail Portion shall
be allocated/
Allotted on a
proportionate basis
to the Retail
Individual Bidders
who have received
allocation/Allotment
as per (i) above for
less than the Equity
Shares Bid by them
(i.e. who have Bid
for more than the
minimum Bid Lot).

In the event the
number of Retail
Individual Bidders
who have submitted
valid Bids in the
Issue is more than
Maximum RIB
Allottees, the Retail
Individual Bidders
(in that category)
who will then be
allocated/ Allotted
minimum Bid Lot
shall be determined
on draw of lots
basis. In the event of
a draw of lots,
Allotment will only
be made to such
Retail Individual
Bidders who are
successful pursuant
to such draw of lots.

For details see, Issue
Procedure on page
498.
Minimum Bid Such number of the Equity
Shares that the Bid
Amount exceeds ` 200,000
and in multiples of []
Equity Shares thereafter.

Such number of the Equity
Shares that the Bid Amount
exceeds ` 200,000 and in
multiples of [] Equity
Shares thereafter.
[] Equity Shares and
in multiples of []
Equity Shares
thereafter
Maximum Bid Such number of Equity Such number of Equity Such number of Equity

495
QIBs
#
Non-Institutional Bidders Retail Individual
Bidders
Shares not exceeding the
Issue, subject to applicable
limits.

Shares not exceeding the
Issue, subject to applicable
limits.
Shares, whereby the
Bid Amount does not
exceed ` 200,000.
Mode of Allotment Compulsorily in
dematerialised form.

Compulsorily in
dematerialised form.
Compulsorily in
dematerialised form.
Bid Lot [] Equity Shares and in
multiples of [] Equity
Shares thereafter.
[] Equity Shares and in
multiples of [] Equity
Shares thereafter.

[] Equity Shares and
in multiples of []
Equity Shares
thereafter.
Allotment Lot [] Equity Shares and in
multiples of one Equity
Share thereafter
[] Equity Shares and in
multiples of one Equity
Share thereafter

[] Equity Shares and
in multiples of one
Equity Share thereafter
Trading Lot One Equity Share One Equity Share

One Equity Share
Who can Apply ** Public financial institutions
as specified in section 2(72)
of the Companies Act,
2013, scheduled
commercial banks, mutual
fund registered with SEBI,
FPIs other than category III
foreign portfolio investors,
FIIs and sub-account
registered with SEBI (other
than a sub-account which is
a foreign corporate or
foreign individual), VCFs,
AIFs, FVCIs, multilateral
and bilateral development
financial institutions, state
industrial development
corporation, insurance
company registered with
IRDA, provident fund
(subject to applicable law)
with minimum corpus of `
250 million, pension fund
with minimum corpus of `
250 million, in accordance
with applicable law and
National Investment Fund
set up by the Government
of India, insurance funds set
up and managed by army,
navy or air force of the
Union of India and
insurance funds set up and
managed by the Department
of Posts, India.

Resident Indian individuals,
Eligible NRIs, HUFs (in the
name of Karta), companies,
corporate bodies, scientific
institutions societies and
trusts, sub-accounts of FIIs
registered with SEBI, which
are foreign corporates or
foreign individuals, Category
III foreign portfolio
investors.
Resident Indian
individuals, Eligible
NRIs and HUFs (in the
name of Karta)
Terms of Payment Full Bid Amount shall be
payable at the time of
submission of Bid cum
Application Form.

(including for Anchor
Full Bid Amount shall be
payable at the time of
submission of Bid cum
Application Form.
##

Full Bid Amount shall
be payable at the time
of submission of Bid
cum Application
Form.
##


496
QIBs
#
Non-Institutional Bidders Retail Individual
Bidders
Investors
*#
)
##

#
Our Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the price at which allocation is being done to other Anchor Investors. For details, see the section Issue Procedure beginning
on page 498.

##
In case of ASBA Bidders, the SCSB shall be authorised to block such funds in the bank account of the Bidder that are specified in the
Bid cum Application Form.

*
Subject to valid Bids being received at or above the Issue Price. This Issue is being made in accordance with Rule 19(2)(b)(i) of the
SCRR, as amended and under the SEBI Regulations and is an offer for at least 25% of the fully diluted post- Issue equity share capital
of our Company. This Issue will be made through the Book Building Process wherein at least 75% of the Issue will be Allotted on a
proportionate basis to QIBs, provided that our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion
to Anchor Investors on a discretionary basis. Out of the QIB Portion (excluding the Anchor Investor Portion), 5% will be available for
allocation on a proportionate basis to Mutual Funds only. The remainder will be available for allocation on a proportionate basis to
QIBs (other than Anchor Investors) and Mutual Funds, subject to valid Bids being received from them at or above the Issue Price.
However, if the aggregate demand from Mutual Funds is less than [] Equity Shares, the balance Equity Shares available for
Allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIB Bidders (other than
Anchor Investors) in proportion to their Bids. Further, not more than 15% of the Issue will be available for allocation on a
proportionate basis to Non-Institutional Bidders and not more than 10% of the Issue will be available for allocation to Retail
Individual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price.

**
In case the Bid cum Application Form is submitted in joint names, the Bidders should ensure that the demat account is also held in the
same joint names and are in the same sequence in which they appear in the Bid cum Application Form.

*#
Bid Amount shall be payable by the Anchor Investors at the time of submission of the Bid cum Application Forms. The balance, if any,
shall be paid within the two Working Days of the Bid/Issue Closing Date

Under subscription, if any, in any category, except in the QIB category, would be met with spill-over from other
categories at the discretion of our Company, in consultation with BRLMs and the Designated Stock Exchange.

Withdrawal of the Issue

Our Company, in consultation with the BRLMs, reserve the right not to proceed with the Issue anytime after the
Bid/Issue Opening Date but before the Allotment of the Equity Shares. In such an event our Company would
issue a public notice in the newspapers in which the pre-Issue advertisements were published, within two days
of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. BRLMs, through the
Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of ASBA Bidders within one day of
receipt of such notification. Our Company shall also inform the same to Stock Exchanges on which the Equity
Shares are proposed to be listed.

If our Company withdraws the Issue after the Bid/Issue Closing Date and thereafter determine that they will
proceed with the issue of our Companys Equity Shares, our Company shall file a fresh draft red herring
prospectus with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing
and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the
final RoC approval of the Prospectus after it is filed with RoC.

Bid/ Issue Programme

BID/ISSUE OPENS ON []
*

BID/ISSUE CLOSES ON []
**

*
Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor Investor Bid/ Issue Period
shall be one Working Day prior to the Bid/ Issue Opening Date in accordance with the SEBI Regulations.
**
Our Company may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing
Date in accordance with the SEBI Regulations.

An indicative timetable in respect of the Issue is set out below:
Event Indicative Date
Bid/Issue Closing Date []
Finalisation of Basis of Allotment with the Designated Stock []

497
Event Indicative Date
Exchange
Initiation of refunds []
Credit of the Equity Shares to demat accounts of Allottees []
Commencement of trading of the Equity Shares on the Stock
Exchanges
[]

The above timetable is indicative and does not constitute any obligation on our Company or the BRLMs.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the
listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within
12 Working Days of the Bid/Issue Closing Date, the timetable may change due to various factors, such as
extension of the Bid/Issue Period by our Company, revision of the Price Band or any delays in receiving
the final listing and trading approval from the Stock Exchanges. The commencement of trading of the
Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the
applicable laws.

Except in relation to the Bids received from Anchor Investors, Bids and any revision in Bids shall be accepted
only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, IST) during the Bid/ Issue Period (except the
Bid/Issue Closing Date) as mentioned above at the bidding centres and the Designated Branches as mentioned
on the Bid cum Application Form. On the Bid/ Issue Closing Date, the Bids and any revision in the Bids shall be
accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until (i) 4.00 p.m. (IST) in case of
Bids by QIBs and Non-Institutional Bidders, and (ii) until 5.00 p.m. (IST) or such extended time as permitted by
the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of
applications received up to the closure of timings and reported by BRLMs to the Stock Exchanges. It is clarified
that the Bids not uploaded on the online IPO system would be rejected.

Due to limitation of time available for uploading Bids on the Bid/ Issue Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/ Issue Closing Date and no later than 1.00 p.m. (IST) on the Bid/ Issue
Closing Date. Any time mentioned in this Draft Red Herring Prospectus is Indian Standard Time. Bidders are
cautioned that in the event a large number of Bids are received on Bid/ Issue Closing Date, as is typically
experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that
cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only on Business
Days, i.e., Monday to Friday (excluding any public holiday). Neither our Company nor any member of
Syndicate is liable for any failure in uploading Bids due to faults in any software/hardware system or otherwise.

On Bid/ Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by Retail Individual Bidders after taking into account the total number of Bids received and as reported
by BRLMs to the Stock Exchanges.

Our Company, in consultation with BRLMs, reserve the right to revise the Price Band during the Bid/ Issue
Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and Floor Price shall
not be less than the Face Value of the Equity Shares. The revision in Price Band shall not exceed 20% on the
either side i.e. the floor price can move up or down to the extent of 20% of the Floor Price and the Cap Price
will be revised accordingly.

In case of revision of the Price Band, the Bid/Issue Period will be extended for at least three additional
Working Days after revision of Price Band subject to Bid/ Issue Period not exceeding 10 Working Days.
Any revision in Price Band and the revised Bid/ Issue Period, if applicable, will be widely disseminated by
notification to the Stock Exchanges, by issuing a press release and also by indicating the changes on the
websites of BRLMs and at the terminals of Syndicate Members.

In case of discrepancy in the data entered in the electronic book vis--vis the data contained in the physical Bid
cum Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges
may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the
electronic book vis--vis the data contained in the physical or electronic Bid cum Application Form, for a
particular ASBA Bidder, the Registrar to the Issue shall ask the relevant SCSB or the member of the Syndicate
for rectified data.



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ISSUE PROCEDURE

All Bidders should review the General Information Document for investing in public issues prepared and issued
in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI (the
General Information Document) included below under section - Part B General I nformation
Document, which highlights the key rules, processes and procedures applicable to public issues in general in
accordance with the provisions of the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957 and the SEBI Regulations. The General Information Document
has been updated to include reference to the Securities and Exchange Board of India (Foreign Portfolio
Investors) Regulations, 2014 and certain notified provisions of the Companies Act, 2013, to the extent
applicable to a public issue. The General Information Document is also available on the websites of the Stock
Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which
are applicable to the Issue.
Our Company and the BRLMs do not accept any responsibility for the completeness and accuracy of the
information stated in this section, and are not liable for any amendment, modification or change in the
applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to
make their independent investigations and ensure that their Bids are submitted in accordance with applicable
laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them
under applicable law or as specified in this Draft Red Herring Prospectus.
PART A
Book Building Procedure
The Issue is being made through the Book Building Process wherein at least 75% of the Issue shall be Allotted
to QIBs, provided that our Company may allocate up to 60% of the QIB Category to Anchor Investors on a
discretionary basis. 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category shall be
available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including
Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the Issue
cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more
than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and
not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with
the SEBI Regulations, subject to valid Bids being received at or above the Issue Price.
Under-subscription, if any, in any category, except in the QIB Category, would be allowed to be met with spill
over from any other category or combination of categories, at the discretion of our Company, the BRLMs and
the Designated Stock Exchange.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Bid cum Application Form
Please note that there is a common Bid cum Application Form for ASBA Bidders as well as for non-ASBA
Bidders. Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of
the BRLMs, the Syndicate Members, the Registered Brokers, the SCSBs and the Registered Office of our
Company. An electronic copy of the Bid cum Application Form will also be available on the websites of NSE
(www.nseindia.com) and BSE (www.bseindia.com). Physical Bid cum Application Forms for Anchor Investors
shall be made available at the offices of the BRLMs.
QIBs (other than Anchor Investors) and Non-Institutional Bidders shall mandatorily participate in the Issue only
through the ASBA process. Retail Individual Bidders can participate in the Issue through the ASBA process as
well as the non-ASBA process.
ASBA Bidders must provide bank account details in the relevant space provided in the Bid cum Application
Form and the Bid cum Application Form that does not contain such details are liable to be rejected. In relation to
non-ASBA Bidders, the bank account details shall be available from the depository account on the basis of the
DP ID, Client ID and PAN provided by the non-ASBA Bidders in their Bid cum Application Form.

499
Bidders shall ensure that the Bids are made on Bid cum Application Forms bearing the stamp of a member of
the Syndicate or the Registered Broker or the SCSBs, as the case may be, submitted at the Bidding centres only
(except in case of electronic Bid cum Application Forms) and the Bid cum Application Forms not bearing such
specified stamp are liable to be rejected.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application Form
*

Resident Indians and Eligible NRIs applying on a non-repatriation basis White
Eligible NRIs, FIIs, FPIs, QFIs or FVCIs, registered Multilateral and Bilateral
Development Financial Institutions applying on a repatriation basis
Blue
Anchor Investors White
*
Excluding electronic Bid cum Application Form
Who can Bid?
In addition to the category of Bidders set forth under General I nformation Document for I nvesting in
Public I ssues Category of I nvestors Eligible to Participate in an I ssue, the following persons are also
eligible to invest in the Equity Shares under all applicable laws, regulations and guidelines, including:
FPIs other than Category III foreign portfolio investor;
Category III foreign portfolio investors, which are foreign corporates or foreign individuals only under
the Non Institutional Investors (NIIs) category;
Scientific and/or industrial research organisations authorised in India to invest in the Equity Shares.
Participation by associates and affiliates of the BRLMs and the Syndicate Members
The BRLMs and the Syndicate Members shall not be allowed to purchase in this Issue in any manner, except
towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLMs and the
Syndicate Members may purchase the Equity Shares in the Issue, either in the QIB Category or in the Non-
Institutional Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and
such subscription may be on their own account or on behalf of their clients. All categories of investors,
including associates or affiliates of BRLMs and Syndicate Members, shall be treated equally for the purpose of
allocation to be made on a proportionate basis.
The BRLMs and any persons related to the BRLMs or the Promoters and the Promoter Group cannot apply in
the Issue under the Anchor Investor Portion.
Bids by Mutual Funds
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity
related instruments of any single company provided that the limit of 10% shall not be applicable for
investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes
should own more than 10% of any companys paid-up share capital carrying voting rights.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid
has been made.

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Bids by Eligible NRIs
NRIs may obtain copies of Bid cum Application Form from the offices of the BRLMs, the Syndicate Members,
the Registered Brokers and the SCSBs. Only Bids accompanied by payment in Indian Rupees or freely
convertible foreign exchange will be considered for Allotment. Eligible NRIs (applying on a non-repatriation
basis) should make payments through Indian Rupee Drafts purchased abroad or cheques or bank drafts, for the
amount payable on application remitted through normal banking channels or out of funds held in Non-Resident
External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks
authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance,
or out of a Non-Resident Ordinary (NRO) Account. Payment by drafts should be accompanied by a bank
certificate confirming that the draft has been issued by debiting an NRE or FCNR or NRO Account.
Eligible NRIs intending to make payment through freely convertible foreign exchange and bidding on a
repatriation basis could make payments through Indian Rupee drafts purchased abroad or cheques or bank drafts
or by debits to their NRE or FCNR accounts, maintained with banks authorized by the RBI to deal in foreign
exchange. Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant
for Non-Residents (blue in colour), accompanied by a bank certificate confirming that the payment has been
made by debiting to the NRE or FCNR account, as the case may be. Payment for Bids by non-resident Bidder
bidding on a repatriation basis will not be accepted out of NRO accounts.
Non ASBA Bids by NRIs shall be submitted only in the locations specified in the Bid cum Application Form
Bids by FPIs, FIIs and QFIs
On January 7, 2014, SEBI notified the SEBI FPI Regulations pursuant to which the existing classes of portfolio
investors namely foreign institutional investors and qualified foreign investors will be subsumed under a new
category namely foreign portfolio investors or FPIs. RBI on March 13, 2014 amended the FEMA
Regulations and laid down conditions and requirements with respect to investment by FPIs in Indian companies.
In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI shall be
deemed to be a registered FPI until the expiry of the block of three years for which fees have been paid as per
the SEBI FII Regulations. Accordingly, such FIIs can participate in this Issue in accordance with Schedule 2 of
the FEMA Regulations. An FII shall not be eligible to invest as an FII after registering as an FPI under the SEBI
FPI Regulations. Further, a QFI can continue to buy, sell or otherwise deal in securities until January 6, 2015 or
until the QFI obtains a certificate of registration as FPI, whichever is earlier. Such QFIs shall be eligible to
participate in this Issue in accordance with Schedule 8 of the FEMA Regulations and are required to Bid under
the Non-Institutional Bidders category.
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which
means the same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to
exceed 10% of our post-Issue Equity Share capital. Further, in terms of the FEMA Regulations, the total holding
by each FPI shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings
of all FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our Company. The
aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed by the Board of
Directors followed by a special resolution passed by the Shareholders of our Company and subject to prior
intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a
company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included.
The existing individual and aggregate investment limits an FII or sub account in our Company is 10% and 24%
of the total paid-up Equity Share capital of our Company, respectively.
Further, the existing individual and aggregate investment limits for QFIs in an Indian company are 5% and 10%
of the paid up capital of an Indian company, respectively.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may
be specified by the Government from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio and unregulated
broad based funds, which are classified as Category II foreign portfolio investor by virtue of their investment
manager being appropriately regulated, may issue or otherwise deal in offshore derivative instruments (as
defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas

501
by a FPI against securities held by it that are listed or proposed to be listed on any recognised stock exchange in
India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are
issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative
instruments are issued after compliance with know your client norms. An FPI is also required to ensure that no
further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that
are not regulated by an appropriate foreign regulatory authority.
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI VCF Regulations and the SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on
the VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among others, the
investment restrictions on AIFs.
Accordingly, the holding by any individual VCF registered with SEBI in one venture capital undertaking should
not exceed 25% of the corpus of the VCF. Further, VCFs can invest only up to 33.33% of the investible funds
by way of subscription to an initial public offering.
The category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III
AIF cannot invest more than 10% of the corpus in one investee company. A venture capital fund registered as a
category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3
rd
of its corpus by way of
subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not
re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF Regulations.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act,
2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008,
must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any
Bid without assigning any reason thereof.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of
registration issued by IRDA must be attached to the Bid cum Application Form. Failing this, our Company
reserves the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority
(Investment) Regulations, 2000 are broadly set forth below:
(a) equity shares of a company: the least of 10% of the investee companys subscribed capital (face value)
or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general
insurer or reinsurer;
(b) the entire group of the investee company: the least of 10% of the respective fund in case of a life
insurer or 10% of investment assets in case of a general insurer or reinsurer (25% in case of ULIPs);
and
(c) the industry sector in which the investee company operates: 10% of the insurers total investment
exposure to the industry sector (25% in case of ULIPs).
Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking companys investment committee are required
to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid
without assigning any reason.

The investment limit for banking companies as per the Banking Regulation Act, 1949, as amended, is 30.00% of
the paid up share capital of the investee company or 30.00% of the banks own paid up share capital and
reserves, whichever is less (except in certain specified exceptions, such as setting up or investing in a subsidiary,
which requires RBI approval). Further, the RBI Master Circular of July 2, 2013 sets forth prudential norms
required to be followed for classification, valuation and operation of investment portfolio of banking companies.

502
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of `
250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident
fund/ pension fund must be attached to the Bid cum Application Form. Failing this, our Company reserves the
right to reject any Bid, without assigning any reason thereof.
The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that any single Bid from them does not exceed the applicable investment limits
or maximum number of the Equity Shares that can be held by them under applicable law or regulation or
as specified in this Draft Red Herring Prospectus.
Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, FIIs, Mutual Funds, Eligible QFIs, insurance companies and provident funds with a minimum corpus
of ` 250 million (subject to applicable law) and pension funds with a minimum corpus of ` 250 million, a
certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws must be lodged
along with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any
Bid in whole or in part, in either case, without assigning any reasons thereof.

In addition to the above, certain additional documents are required to be submitted by the following entities:

(a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate
must be lodged along with the Bid cum Application Form.

(b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development
Authority, in addition to the above, a certified copy of the certificate of registration issued by the
Insurance Regulatory and Development Authority must be lodged along with the Bid cum Application
Form.

(c) With respect to Bids made by provident funds with a minimum corpus of ` 250 million (subject to
applicable law) and pension funds with a minimum corpus of ` 250 million, a certified copy of a
certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
lodged along with the Bid cum Application Form.

(d) With respect to Bids made by limited liability partnerships registered under the Limited Liability
Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability
Partnership Act, 2008, must be attached to the Bid cum Application Form.

(e) Our Company, in its absolute discretion, reserves the right to relax the above condition of simultaneous
lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and
conditions that our Company and the BRLMs may deem fit.

General Instructions
Dos:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository
account is active, as Allotment of the Equity Shares will be in the dematerialised form only;

503
5. Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of the
Syndicate or Registered Broker or SCSB (except in case of electronic forms) or with respect to ASBA
Bidders, ensure that your Bid is submitted either to a member of the Syndicate (in the Specified
Locations), a Designated Branch of the SCSB where the ASBA Bidder or the person whose bank
account will be utilised by the ASBA Bidder for bidding has a bank account, or to a Registered Broker
at the Broker Centres.
6. In relation to the ASBA Bids, ensure that your Bid cum Application Form is submitted either at a
Designated Branch of a SCSB where the ASBA Account is maintained or with the Syndicate in the
Specified Locations or with a Registered Broker at the Broker Centres, and not to the Escrow
Collecting Banks (assuming that such bank is not a SCSB) or to our Company or the Registrar to the
Issue;
7. With respect to the ASBA Bids, ensure that the Bid cum Application Form is signed by the account
holder in case the applicant is not the account holder. Ensure that you have mentioned the correct bank
account number in the Bid cum Application Form;
8. QIBs (other than Anchor Investors) and the Non-Institutional Bidders should submit their Bids through
the ASBA process only;
9. With respect to Bids by SCSBs, ensure that you have a separate account in your own name with any
other SCSB having clear demarcated funds for applying under the ASBA process and that such
separate account (with any other SCSB) is used as the ASBA Account with respect to your Bid;
10. Ensure that you request for and receive a TRS for all your Bid options;
11. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the Bid cum Application Form under the ASBA process to the respective member of
the Syndicate (in the Specified Locations), the SCSBs or the Registered Broker (at the Broker Centres);
12. Ensure that you have funds equal to the Bid Amount in your bank account before submitting the Bid
cum Application Form under non-ASBA process to the Syndicate or the Registered Brokers;
13. With respect to non-ASBA Bids, ensure that the full Bid Amount is paid for the Bids and with respect
to ASBA Bids, ensure funds equivalent to the Bid Amount are blocked;
14. Instruct your respective banks to not release the funds blocked in the ASBA Account under the ASBA
process;
15. Submit revised Bids to the same member of the Syndicate, SCSB or Registered Broker, as applicable,
through whom the original Bid was placed and obtain a revised TRS;
16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their
PAN for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim,
who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for
transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act.
The exemption for the Central or the State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the demographic details received from the
respective depositories confirming the exemption granted to the beneficiary owner by a suitable
description in the PAN field and the beneficiary account remaining in active status; and (b) in the
case of residents of Sikkim, the address as per the demographic details evidencing the same;
17. Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all
respects;
18. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal.
19. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum
Application Forms.

504
20. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s)
in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid
cum Application Form should contain only the name of the First Bidder whose name should also
appear as the first holder of the beneficiary account held in joint names;
21. Ensure that the category and sub-category is indicated;
22. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc.,
relevant documents are submitted;
23. Ensure that Bids submitted by any person outside India should be in compliance with applicable
foreign and Indian laws;
24. Ensure that the DP ID, the Client ID and the PAN mentioned in the Bid cum Application Form and
entered into the online IPO system of the stock exchanges by the Syndicate, the SCSBs or the
Registered Brokers, as the case may be, match with the DP ID, Client ID and PAN available in the
Depository database;
25. In relation to the ASBA Bids, ensure that you use the Bid cum Application Form bearing the stamp of
the Syndicate (in the Specified Locations) and/or relevant SCSB and/ or the Designated Branch and/ or
the Registered Broker at the Broker Centres (except in case of electronic forms);
26. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as
per the Bid cum Application Form and the Red Herring Prospectus;
27. ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum Application
Form is submitted to a member of the Syndicate only in the Specified Locations and that the SCSB
where the ASBA Account, as specified in the Bid cum Application Form, is maintained has named at
least one branch at that location for the Syndicate to deposit Bid cum Application Forms (a list of such
branches is available on the website of SEBI at http://www.sebi.gov.in). ASBA Bidders bidding
through a Registered Broker should ensure that the SCSB where the ASBA Account, as specified in the
Bid cum Application Form, is maintained has named at least one branch at that location for the
Registered Brokers to deposit Bid cum Application Forms;
28. Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form;
29. In relation to the ASBA Bids, ensure that you have correctly signed the authorization/undertaking box
in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in
the Bid cum Application Form; and
30. In relation to the ASBA Bids, ensure that you receive an acknowledgement from the Designated
Branch of the SCSB or from the member of the Syndicate in the Specified Locations or from the
Registered Broker at the Broker Centres, as the case may be, for the submission of your Bid cum
Application Form.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Donts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not Bid on another Bid cum Application Form after you have submitted a Bid to the Syndicate, the
SCSBs or the Registered Brokers, as applicable;
4. Do not pay the Bid Amount in cash, by money order or by postal order or by stockinvest;
5. Do not send Bid cum Application Forms by post; instead submit the same to the Syndicate, the SCSBs
or the Registered Brokers only;

505
6. Do not submit the Bid cum Application Forms to the Escrow Collection Bank(s) (assuming that such
bank is not a SCSB), our Company or the Registrar to the Issue;
7. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the Syndicate, the
Registered Brokers or the SCSBs;
8. Anchor Investors should not Bid through the ASBA process;
9. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
10. Do not Bid for a Bid Amount exceeding ` 200,000 (for Bids by Retail Individual Bidders);
11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size
and/ or investment limit or maximum number of the Equity Shares that can be held under the
applicable laws or regulations or maximum amount permissible under the applicable regulations;
12. Do not submit the GIR number instead of the PAN;
13. Do not submit the Bids without the full Bid Amount;
14. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar to the Issue;
15. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of Bidder;
16. If you are a QIB, do not submit your Bid after 3.00 pm on the Bid/Issue Closing Date for QIBs;
17. If you are a Non-Institutional Bidder or Retail Individual Bidder, do not submit your Bid after 3.00 pm
on the Bid/Issue Closing Date;
18. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872;
19. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or
the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor;
20. Do not submit more than five Bid cum Application Forms per ASBA Account;
21. Do not submit ASBA Bids to a member of the Syndicate at a location other than the Specified
Locations or to the brokers other than the Registered Brokers at a location other than the Broker
Centres;
22. Do not submit ASBA Bids to a member of the Syndicate in the Specified Locations unless the SCSB
where the ASBA Account is maintained, as specified in the Bid cum Application Form, has named at
least one branch in the relevant Specified Location, for the Syndicate to deposit Bid cum Application
Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in); and
23. Do not submit ASBA Bids to a Registered Broker unless the SCSB where the ASBA Account is
maintained, as specified in the Bid cum Application Form, has named at least one branch in that
location for the Registered Broker to deposit the Bid cum Application Forms.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Payment instructions
In terms of RBI circular no. DPSS.CO.CHD.No./133/04.07.05/2013-14 dated July 16, 2013, non-CTS cheques
are processed in three CTS centres in separate clearing session. This separate clearing session will operate thrice
a week up to April 30, 2014, thereafter twice a week up to October 31, 2014 and once a week from November 1,
2014 onwards. In order to enable listing and trading of Equity Shares within 12 Working Days of the Bid/Issue
Closing Date, investors are advised to use CTS cheques or use the ASBA facility to make payment.
INVESTORS ARE CAUTIONED THAT BID CUM APPLICATION FORMS ACCOMPANIED BY

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NON-CTS CHEQUES ARE LIABLE TO BE REJECTED DUE TO ANY DELAY IN CLEARING
BEYOND SIX WORKING DAYS FROM THE BID/ISSUE CLOSING DATE.
Please note that in the event of a delay six working days from the Bid/Issue Closing Date in clearing the
cheques accompanying the Bid cum Application Form, for any reason whatsoever (including but not
limited to any material calamities or any extension by the bank on the time period for clearing with
permission of RBI or otherwise), such Bid cum Application Form will be liable to be rejected.
Payment into Escrow Account for non-ASBA Bidders
The payment instruments for payment into the Escrow Account should be drawn in favour of:
(a) In case of resident Retail Individual Bidders: []
(b) In case of Non-Resident Retail Individual Bidders: []
For Anchor Investors, the payment instruments for payment into the Escrow Account should be drawn in favour
of:
(a) In case of resident Anchor Investors: []
(b) In case of Non-Resident Anchor Investors: []
Pre- Issue Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after registering the Red Herring
Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in:
(i) English national newspaper []; (ii) Hindi national newspaper []; and (iii) Marathi newspaper [], each with
wide circulation.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company and the Syndicate intend to enter into an Underwriting Agreement after the finalisation
of the Issue Price.
(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the
RoC in accordance with the applicable law, which then would be termed as the Prospectus. The
Prospectus will contain details of the Issue Price, the Anchor Investor Issue Price, Issue size, and
underwriting arrangements and will be complete in all material respects.
Undertakings by our Company
Our Company undertakes the following that:
if our Company does not proceed with the Issue, the reason thereof shall be given as a public notice to
be issued by our Company within two days of the Bid/Issue Closing Date. The public notice shall be
issued in the same newspapers where the pre-Issue advertisements were published. The stock
exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly;
if our Company withdraws the Issue after the Bid/Issue Closing Date, our Company shall be required to
file a fresh offer document with the RoC/ SEBI, in the event our Company subsequently decides to
proceed with the Issue;
the complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily;
all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchanges where the Equity Shares are proposed to be listed are taken within 12 Working Days
of the Bid/Issue Closing Date;
the funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar to the Issue by our Company;

507
where refunds are made through electronic transfer of funds, a suitable communication shall be sent to
the applicant within 15 days from the Bid/Issue Closing Date, giving details of the bank where refunds
shall be credited along with amount and expected date of electronic credit of refund;
the certificates of the securities/ refund orders to Eligible NRIs shall be despatched within specified
time;
other than the Private Placement, no further issue of the Equity Shares shall be made till the Equity
Shares offered through the Red Herring Prospectus are listed or until the Bid monies are refunded on
account of non-listing, under-subscription, etc.;
adequate arrangements shall be made to collect all Bid cum Application Forms under the ASBA
process and to consider them similar to non-ASBA Bids while finalising the Basis of Allotment.
Utilisation of Issue proceeds
The Board of Directors certify that:
all monies received out of the Issue shall be credited/transferred to a separate bank account other than
the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013;
details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till the
time any part of the Issue proceeds remains unutilised, under an appropriate head in the balance sheet
of our Company indicating the purpose for which such monies have been utilised;
details of all unutilised monies out of the Issue, if any shall be disclosed under an appropriate separate
head in the balance sheet indicating the form in which such unutilised monies have been invested;
the utilisation of monies received under the Promoters contribution, if any, shall be disclosed, and
continue to be disclosed till the time any part of the Issue proceeds remains unutilised, under an
appropriate head in the balance sheet of our Company indicating the purpose for which such monies
have been utilised; and
the details of all unutilised monies out of the funds received under the Promoters contribution, if any,
shall be disclosed under a separate head in the balance sheet of our Company indicating the form in
which such unutilised monies have been invested.
Our Company declares that all monies received out of the Issue shall be credited/ transferred to a separate bank
account other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013.

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PART B
General Information Document for Investing in Public Issues
This General Information Document highlights the key rules, processes and procedures applicable to public
issues in accordance with the provisions of the Companies Act, 2013 (to the extent notified and in effect), the
Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon the
notification of the Companies Act, 2013), the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009. Bidders/Applicants should not construe the contents of this
General Information Document as legal advice and should consult their own legal counsel and other advisors in
relation to the legal matters concerning the Issue. For taking an investment decision, the Bidders/Applicants
should rely on their own examination of the Issuer and the Issue, and should carefully read the Red Herring
Prospectus/Prospectus before investing in the Issue.
SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)
This document is applicable to the public issues undertaken through the Book-Building process as well as to the
Fixed Price Issues. The purpose of the General Information Document for Investing in Public Issues is to
provide general guidance to potential Bidders/Applicants in IPOs and FPOs, on the processes and procedures
governing IPOs and FPOs, undertaken in accordance with the provisions of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations, 2009).
Bidders/Applicants should note that investment in equity and equity related securities involves risk and
Bidder/Applicant should not invest any funds in the Issue unless they can afford to take the risk of losing their
investment. The specific terms relating to securities and/or for subscribing to securities in an Issue and the
relevant information about the Issuer undertaking the Issue are set out in the Red Herring Prospectus (RHP)/
Prospectus filed by the Issuer with the Registrar of Companies (RoC). Bidders/Applicants should carefully
read the entire RHP/Prospectus and the Bid cum Application Form/Application Form and the Abridged
Prospectus of the Issuer in which they are proposing to invest through the Issue. In case of any difference in
interpretation or conflict and/or overlap between the disclosure included in this document and the
RHP/Prospectus, the disclosures in the RHP/Prospectus shall prevail. The RHP/Prospectus of the Issuer is
available on the websites of stock exchanges, on the website(s) of the BRLM(s) to the Issue and on the website
of Securities and Exchange Board of India (SEBI) at www.sebi.gov.in.
For the definitions of capitalized terms and abbreviations used herein Bidders/Applicants may refer to the
section Glossary and Abbreviations.

SECTION 2: BRIEF INTRODUCTION TO IPOs/FPOs
2.1 Initial public offer (IPO)
An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and
may include an Offer for Sale of specified securities to the public by any existing holder of such
securities in an unlisted Issuer.
For undertaking an IPO, an Issuer is inter-alia required to comply with the eligibility requirements of
in terms of either Regulation 26(1) or Regulation 26(2) of the SEBI ICDR Regulations, 2009. For
details of compliance with the eligibility requirements by the Issuer Bidders/Applicants may refer to
the RHP/Prospectus.
2.2 Further public offer (FPO)
An FPO means an offer of specified securities by a listed Issuer to the public for subscription and may
include Offer for Sale of specified securities to the public by any existing holder of such securities in a
listed Issuer.
For undertaking an FPO, the Issuer is inter-alia required to comply with the eligibility requirements in
terms of Regulation 26/27 of SEBI ICDR Regulations, 2009. For details of compliance with the
eligibility requirements by the Issuer Bidders/Applicants may refer to the RHP/Prospectus.

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2.3 Other Eligibility Requirements:
In addition to the eligibility requirements specified in paragraphs 2.1 and 2.2, an Issuer proposing to
undertake an IPO or an FPO is required to comply with various other requirements as specified in the
SEBI ICDR Regulations, 2009, the Companies Act, 2013 (to the extent notified and in effect), the
Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon
the notification of the Companies Act, 2013), the Securities Contracts (Regulation) Rules, 1957 (the
SCRR), industry-specific regulations, if any, and other applicable laws for the time being in force.
For details in relation to the above Bidders/Applicants may refer to the RHP/Prospectus.
2.4 Types of Public Issues Fixed Price Issues and Book Built Issues
In accordance with the provisions of the SEBI ICDR Regulations, 2009, an Issuer can either determine
the Issue Price through the Book Building Process (Book Built Issue) or undertake a Fixed Price
Issue (Fixed Price Issue). An Issuer may mention Floor Price or Price Band in the RHP (in case of a
Book Built Issue) and a Price or Price Band in the Draft Prospectus (in case of a fixed price Issue) and
determine the price at a later date before registering the Prospectus with the Registrar of Companies.
The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall
announce the Price or the Floor Price or the Price Band through advertisement in all newspapers in
which the pre-issue advertisement was given at least five Working Days before the Bid/Issue Opening
Date, in case of an IPO and at least one Working Day before the Bid/Issue Opening Date, in case of an
FPO.
The Floor Price or the Issue price cannot be lesser than the face value of the securities.
Bidders/Applicants should refer to the RHP/Prospectus or Issue advertisements to check whether the
Issue is a Book Built Issue or a Fixed Price Issue.
2.5 ISSUE PERIOD
The Issue may be kept open for a minimum of three Working Days (for all category of
Bidders/Applicants) and not more than ten Working Days. Bidders/Applicants are advised to refer to
the Bid cum Application Form and Abridged Prospectus or RHP/Prospectus for details of the Bid/Issue
Period. Details of Bid/Issue Period are also available on the website of Stock Exchange(s).
In case of a Book Built Issue, the Issuer may close the Bid/Issue Period for QIBs one Working Day
prior to the Bid/Issue Closing Date if disclosures to that effect are made in the RHP. In case of revision
of the Floor Price or Price Band in Book Built Issues the Bid/Issue Period may be extended by at least
three Working Days, subject to the total Bid/Issue Period not exceeding 10 Working Days. For details
of any revision of the Floor Price or Price Band, Bidders/Applicants may check the announcements
made by the Issuer on the websites of the Stock Exchanges and the BRLM(s), and the advertisement in
the newspaper(s) issued in this regard.
2.6 FLOWCHART OF TIMELINES
A flow chart of process flow in Fixed Price and Book Built Issues is as follows. Bidders/Applicants
may note that this is not applicable for Fast Track FPOs.:
In case of Issue other than Book Build Issue (Fixed Price Issue) the process at the following of
the below mentioned steps shall be read as:
i. Step 7 : Determination of Issue Date and Price
ii. Step 10: Applicant submits ASBA Application Form with Designated Branch of
SCSB and Non-ASBA forms directly to collection Bank and not to Broker.
iii. Step 11: SCSB uploads ASBA Application details in Stock Exchange Platform
iv. Step 12: Issue period closes
v. Step 15: Not Applicable

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SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE

Each Bidder/Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain
categories of Bidders/Applicants, such as NRIs, FIIs, FPIs, QFIs and FVCIs may not be allowed to Bid/Apply
in the Issue or to hold Equity Shares, in excess of certain limits specified under applicable law.
Bidders/Applicants are requested to refer to the RHP/Prospectus for more details.
Subject to the above, an illustrative list of Bidders/Applicants is as follows:
Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872,
in single or joint names (not more than three);
Bids/Applications belonging to an account for the benefit of a minor (under guardianship);
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/Applicant should
specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: Name of sole or first Bidder/Applicant: XYZ Hindu Undivided
Family applying through XYZ, where XYZ is the name of the Karta. Bids/Applications by HUFs
may be considered at par with Bids/Applications from individuals;
Companies, corporate bodies and societies registered under applicable law in India and authorised to
invest in equity shares;
QIBs;
NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;
Qualified Foreign Investors subject to applicable law;
Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and
the SEBI ICDR Regulations, 2009 and other laws, as applicable);
FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or
foreign individual, bidding under the QIBs category;
Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only
under the Non Institutional Investors (NIIs) category;
FPIs other than Category III foreign portfolio investors bidding under the QIBs category;
FPIs which are Category III foreign portfolio investors, bidding under the NIIs category;
Trusts/societies registered under the Societies Registration Act, 1860, or under any other law relating
to trusts/societies and who are authorised under their respective constitutions to hold and invest in
equity shares;
Limited liability partnerships registered under the Limited Liability Partnership Act, 2008; and
Any other person eligible to Bid/Apply in the Issue, under the laws, rules, regulations, guidelines and
policies applicable to them and under Indian laws.
As per the existing regulations, OCBs are not allowed to participate in an Issue.
SECTION 4: APPLYING IN THE ISSUE
Book Built Issue: Bidders should only use the specified Bid cum Application Form either bearing the stamp of
a member of the Syndicate or bearing a stamp of the Registered Broker or stamp of SCSBs as available or

512
downloaded from the websites of the Stock Exchanges.
Bid cum Application Forms are available with the members of the Syndicate, Registered Brokers, Designated
Branches of the SCSBs and at the registered office of the Issuer. Electronic Bid cum Application Forms will be
available on the websites of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date. For
further details regarding availability of Bid cum Application Forms, Bidders may refer to the RHP/Prospectus.
Fixed Price Issue: Applicants should only use the specified cum Application Form either bearing the stamp of
Collection Bank(s) or SCSBs as available or downloaded from the websites of the Stock Exchanges.
Application Forms are available with the Branches of Collection Banks or Designated Branches of the SCSBs
and at the registered office of the Issuer. For further details regarding availability of Application Forms,
Applicants may refer to the Prospectus.
Bidders/Applicants should ensure that they apply in the appropriate category. The prescribed color of the Bid
cum Application Form for various categories of Bidders/Applicants is as follows:
Category Color of the Bid cum
Application Form
Resident Indian, Eligible NRIs applying on a non repatriation basis White
NRIs, FVCIs, FIIs, their Sub-Accounts (other than Sub-Accounts which are foreign
corporate(s) or foreign individuals bidding under the QIB), FPIs, QFIs, on a
repatriation basis
Blue
Anchor Investors (where applicable) & Bidders/Applicants bidding/applying in the
reserved category
[As specified by the
Issuer]

Securities Issued in an IPO can only be in dematerialized form in compliance with Section 29 of the Companies
Act, 2013. Bidders/Applicants will not have the option of getting the allotment of specified securities in
physical form. However, they may get the specified securities rematerialised subsequent to allotment.
4.1 INSTRUCTIONS FOR FILING THE BID CUM APPLICATION FORM/ APPLICATION
FORM
Bidders/Applicants may note that forms not filled completely or correctly as per instructions provided
in this GID, the RHP and the Bid cum Application Form/Application Form are liable to be rejected.
Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the
Bid cum Application Form. Specific instructions for filling various fields of the Resident Bid cum
Application Form and Non-Resident Bid cum Application Form and samples are provided below.
The samples of the Bid cum Application Form for resident Bidders and the Bid cum Application Form
for non-resident Bidders are reproduced below:

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4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST
BIDDER/APPLICANT
(a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as
the name in which the Depository Account is held.
(b) Mandatory Fields: Bidders/Applicants should note that the name and address fields are
compulsory and e-mail and/or telephone number/mobile number fields are optional.
Bidders/Applicants should note that the contact details mentioned in the Bid-cum Application
Form/Application Form may be used to dispatch communications(including refund orders and
letters notifying the unblocking of the bank accounts of ASBA Bidders/Applicants) in case
the communication sent to the address available with the Depositories are returned
undelivered or are not available. The contact details provided in the Bid cum Application
Form may be used by the Issuer, the members of the Syndicate, the Registered Broker and the
Registrar to the Issue only for correspondence(s) related to an Issue and for no other purposes.
(c) Joint Bids/Applications: In the case of Joint Bids/Applications, the Bids /Applications
should be made in the name of the Bidder/Applicant whose name appears first in the
Depository account. The name so entered should be the same as it appears in the Depository
records. The signature of only such first Bidder/Applicant would be required in the Bid cum
Application Form/Application Form and such first Bidder/Applicant would be deemed to
have signed on behalf of the joint holders All payments may be made out in favor of the
Bidder/Applicant whose name appears in the Bid cum Application Form/Application Form or
the Revision Form and all communications may be addressed to such Bidder/Applicant and
may be dispatched to his or her address as per the Demographic Details received from the
Depositories.
(d) Impersonation: Attention of the Bidders/Applicants is specifically drawn to the provisions of
sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below:
Any person who:
(a) makes or abets making of an application in a fictitious name to a company for
acquiring, or subscribing for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or
in different combinations of his name or surname for acquiring or subscribing for
its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer
of, securities to him, or to any other person in a fictitious name,
shall be liable for action under Section 447.
The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment
for a term which shall not be less than six months extending up to 10 years (provided that
where the fraud involves public interest, such term shall not be less than three years) and fine
of an amount not less than the amount involved in the fraud, extending up to three times of
such amount.
(e) Nomination Facility to Bidder/Applicant: Nomination facility is available in accordance
with the provisions of Section 72 of the Companies Act, 2013. In case of allotment of the
Equity Shares in dematerialized form, there is no need to make a separate nomination as the
nomination registered with the Depository may prevail. For changing nominations, the
Bidders/Applicants should inform their respective DP.


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4.1.2 FIELD NUMBER 2: PAN NUMBER OF SOLE/FIRST BIDDER/APPLICANT
(a) PAN (of the sole/ first Bidder/Applicant) provided in the Bid cum Application
Form/Application Form should be exactly the same as the PAN of the person(s) in whose
name the relevant beneficiary account is held as per the Depositories records.
(b) PAN is the sole identification number for participants transacting in the securities market
irrespective of the amount of transaction except for Bids/Applications on behalf of the Central
or State Government, Bids/Applications by officials appointed by the courts and
Bids/Applications by Bidders/Applicants residing in Sikkim (PAN Exempted
Bidders/Applicants). Consequently, all Bidders/Applicants, other than the PAN Exempted
Bidders/Applicants, are required to disclose their PAN in the Bid cum Application
Form/Application Form, irrespective of the Bid/Application Amount. A Bid cum Application
Form/Application Form without PAN, except in case of Exempted Bidders/Applicants, is
liable to be rejected. Bids/Applications by the Bidders/Applicants whose PAN is not available
as per the Demographic Details available in their Depository records, are liable to be rejected.
(c) The exemption for the PAN Exempted Bidders/Applicants is subject to (a) the Demographic
Details received from the respective Depositories confirming the exemption granted to the
beneficiary owner by a suitable description in the PAN field and the beneficiary account
remaining in active status; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same.
(d) Bid cum Application Forms/Application Forms which provide the General Index Register
Number instead of PAN may be rejected.
(e) Bids/Applications by Bidders whose demat accounts have been suspended for credit are
liable to be rejected pursuant to the circular issued by SEBI on July 29, 2010, bearing number
CIR/MRD/DP/22/2010. Such accounts are classified as Inactive demat accounts and
demographic details are not provided by depositories.
4.1.3 FIELD NUMBER 3: BIDDERS/APPLICANTS DEPOSITORY ACCOUNT DETAILS
(a) Bidders/Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid
cum Application Form/Application Form. The DP ID and Client ID provided in the Bid cum
Application Form/Application Form should match with the DP ID and Client ID available in
the Depository database, otherwise, the Bid cum Application Form/Application Form is
liable to be rejected.
(b) Bidders/Applicants should ensure that the beneficiary account provided in the Bid cum
Application Form/Application Form is active.
(c) Bidders/Applicants should note that on the basis of DP ID and Client ID as provided in the
Bid cum Application Form/Application Form, the Bidder/Applicant may be deemed to have
authorized the Depositories to provide to the Registrar to the Issue, any requested
Demographic Details of the Bidder/Applicant as available on the records of the depositories.
These Demographic Details may be used, among other things, for giving refunds and
allocation advice (including through physical refund warrants, direct credit, NECS, NEFT and
RTGS), or unblocking of ASBA Account or for other correspondence(s) related to an Issue.
Please note that refunds, on account of our Company not receiving the minimum subscription
of 90% of the Issue, shall be credited only to the bank account from which the Bid Amount
was remitted to the Escrow Bank.
(d) Bidders/Applicants are, advised to update any changes to their Demographic Details as
available in the records of the Depository Participant to ensure accuracy of records. Any delay
resulting from failure to update the Demographic Details would be at the Bidders/Applicants
sole risk.

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4.1.4 FIELD NUMBER 4: BID OPTIONS
(a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be
disclosed in the Prospectus/RHP by the Issuer. The Issuer is required to announce the Floor
Price or Price Band, minimum Bid Lot and Discount (if applicable) by way of an
advertisement in at least one English, one Hindi and one regional newspaper, with wide
circulation, at least five Working Days before Bid/Issue Opening Date in case of an IPO, and
at least one Working Day before Bid/Issue Opening Date in case of an FPO.
(b) The Bidders may Bid at or above Floor Price or within the Price Band for IPOs /FPOs
undertaken through the Book Building Process. In the case of Alternate Book Building
Process for an FPO, the Bidders may Bid at Floor Price or any price above the Floor Price
(For further details bidders may refer to (Section 5.6 (e))
(c) Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders
can Bid at the Cut-off Price indicating their agreement to Bid for and purchase the Equity
Shares at the Issue Price as determined at the end of the Book Building Process. Bidding at
the Cut-off Price is prohibited for QIBs and NIIs and such Bids from QIBs and NIIs may be
rejected.
(d) Minimum Application Value and Bid Lot: The Issuer in consultation with the BRLMs may
decide the minimum number of Equity Shares for each Bid to ensure that the minimum
application value is within the range of ` 10,000 to ` 15,000. The minimum Bid Lot is
accordingly determined by an Issuer on basis of such minimum application value.
(e) Allotment: The allotment of specified securities to each RII shall not be less than the
minimum Bid Lot, subject to availability of shares in the RII category, and the remaining
available shares, if any, shall be allotted on a proportionate basis. For details of the Bid Lot,
bidders may to the RHP/Prospectus or the advertisement regarding the Price Band published
by the Issuer.
4.1.4.1 Maximum and Minimum Bid Size
(a) The Bidder may Bid for the desired number of Equity Shares at a specific price. Bids by
Retail Individual Investors, Employees and Retail Individual Shareholders must be for such
number of shares so as to ensure that the Bid Amount less Discount (as applicable), payable
by the Bidder does not exceed ` 200,000.
In case the Bid Amount exceeds ` 200,000 due to revision of the Bid or any other reason, the
Bid may be considered for allocation under the Non-Institutional Category, with it not being
eligible for Discount then such Bid may be rejected if it is at the Cut-off Price.
(b) For NRIs, a Bid Amount of up to ` 200,000 may be considered under the Retail Category for
the purposes of allocation and a Bid Amount exceeding ` 200,000 may be considered under
the Non-Institutional Category for the purposes of allocation.
(c) Bids by QIBs and NIIs must be for such minimum number of shares such that the Bid
Amount exceeds ` 200,000 and in multiples of such number of Equity Shares thereafter, as
may be disclosed in the Bid cum Application Form and the RHP/Prospectus, or as advertised
by the Issuer, as the case may be. Non-Institutional Bidders and QIBs are not allowed to Bid
at Cut-off Price.
(d) RII may revise their bids till closure of the bidding period or withdraw their bids until
finalization of allotment. QIBs and NIIs cannot withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after bidding and are required to
pay the Bid Amount upon submission of the Bid.

518
(e) In case the Bid Amount reduces to ` 200,000 or less due to a revision of the Price Band, Bids
by the Non-Institutional Bidders who are eligible for allocation in the Retail Category would
be considered for allocation under the Retail Category.
(f) For Anchor Investors, if applicable, the Bid Amount shall be least ` 10 crores. One-third of
the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the price at which allocation is
being done to other Anchor Investors. Bids by various schemes of a Mutual Fund shall be
aggregated to determine the Bid Amount. A Bid cannot be submitted for more than 60% of
the QIB Portion under the Anchor Investor Portion. Anchor Investors cannot withdraw their
Bids or lower the size of their Bids (in terms of quantity of Equity Shares or the Bid Amount)
at any stage after the Anchor Investor Bid/ Issue Period and are required to pay the Bid
Amount at the time of submission of the Bid. In case the Anchor Investor Issue Price is lower
than the Issue Price, the balance amount shall be payable as per the pay-in-date mentioned in
the revised CAN. In case the Issue Price is lower than the Anchor Investor Issue Price, the
amount in excess of the Issue Price paid by the Anchor Investors shall not be refunded to
them.
(g) A Bid cannot be submitted for more than the Issue size.
(h) The maximum Bid by any Bidder including QIB Bidder should not exceed the investment
limits prescribed for them under the applicable laws.
(i) The price and quantity options submitted by the Bidder in the Bid cum Application Form may
be treated as optional bids from the Bidder and may not be cumulated. After determination of
the Issue Price, the number of Equity Shares Bid for by a Bidder at or above the Issue Price
may be considered for allotment and the rest of the Bid(s), irrespective of the Bid Amount
may automatically become invalid. This is not applicable in case of FPOs undertaken through
Alternate Book Building Process (For details of bidders may refer to (Section 5.6 (e))
4.1.4.2 Multiple Bids
(a) Bidder should submit only one Bid cum Application Form. Bidder shall have the option to
make a maximum of Bids at three different price levels in the Bid cum Application Form and
such options are not considered as multiple Bids.
Submission of a second Bid cum Application Form to either the same or to another member
of the Syndicate, SCSB or Registered Broker and duplicate copies of Bid cum Application
Forms bearing the same application number shall be treated as multiple Bids and are liable to
be rejected.
(b) Bidders are requested to note the following procedures may be followed by the Registrar to
the Issue to detect multiple Bids:
i. All Bids may be checked for common PAN as per the records of the Depository. For
Bidders other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN
may be treated as multiple Bids by a Bidder and may be rejected.
ii. For Bids from Mutual Funds and FII sub-accounts, submitted under the same PAN,
as well as Bids on behalf of the PAN Exempted Bidders, the Bid cum Application
Forms may be checked for common DP ID and Client ID. Such Bids which have the
same DP ID and Client ID may be treated as multiple Bids and are liable to be
rejected.
(c) The following Bids may not be treated as multiple Bids:
i. Bids by Reserved Categories bidding in their respective Reservation Portion as well

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as bids made by them in the Net Issue portion in public category.
ii. Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual
Fund provided that the Bids clearly indicate the scheme for which the Bid has been
made.
iii. Bids by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts)
submitted with the same PAN but with different beneficiary account numbers, Client
IDs and DP IDs.
iv. Bids by Anchor Investors under the Anchor Investor Portion and the QIB Category.
4.1.5 FIELD NUMBER 5 : CATEGORY OF BIDDERS
(a) The categories of Bidders identified as per the SEBI ICDR Regulations, 2009 for the purpose
of Bidding, allocation and allotment in the Issue are RIIs, NIIs and QIBs.
(b) Up to 60% of the QIB Category can be allocated by the Issuer, on a discretionary basis
subject to the criteria of minimum and maximum number of anchor investors based on
allocation size, to the Anchor Investors, in accordance with SEBI ICDR Regulations, 2009,
with one-third of the Anchor Investor Portion reserved for domestic Mutual Funds subject to
valid Bids being received at or above the Issue Price. For details regarding allocation to
Anchor Investors, bidders may refer to the RHP/Prospectus.
(c) An Issuer can make reservation for certain categories of Bidders/Applicants as permitted
under the SEBI ICDR Regulations, 2009. For details of any reservations made in the Issue,
Bidders/Applicants may refer to the RHP/Prospectus.
(d) The SEBI ICDR Regulations, 2009, specify the allocation or allotment that may be made to
various categories of Bidders in an Issue depending upon compliance with the eligibility
conditions. Details pertaining to allocation are disclosed on reverse side of the Revision Form.
For Issue specific details in relation to allocation Bidder/Applicant may refer to the
RHP/Prospectus.
4.1.6 FIELD NUMBER 6: INVESTOR STATUS
(a) Each Bidder/Applicant should check whether it is eligible to apply under applicable law and
ensure that any prospective allotment to it in the Issue is in compliance with the investment
restrictions under applicable law.
(b) Certain categories of Bidders/Applicants, such as NRIs, FIIs, FPIs, QFIs and FVCIs may not
be allowed to Bid/Apply in the Issue or hold Equity Shares exceeding certain limits specified
under applicable law. Bidders/Applicants are requested to refer to the RHP/Prospectus for
more details.
(c) Bidders/Applicants should check whether they are eligible to apply on non-repatriation basis
or repatriation basis and should accordingly provide the investor status. Details regarding
investor status are different in the Resident Bid cum Application Form and Non-Resident Bid
cum Application Form.
(d) Bidders/Applicants should ensure that their investor status is updated in the Depository
records.
4.1.7 FIELD NUMBER 7: PAYMENT DETAILS
(a) All Bidders are required to make payment of the full Bid Amount (net of any Discount, as
applicable) along-with the Bid cum Application Form. If the Discount is applicable in the
Issue, the RIIs should indicate the full Bid Amount in the Bid cum Application Form and the

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payment shall be made for Bid Amount net of Discount. Only in cases where the
RHP/Prospectus indicates that part payment may be made, such an option can be exercised by
the Bidder. In case of Bidders specifying more than one Bid Option in the Bid cum
Application Form, the total Bid Amount may be calculated for the highest of three options at
net price, i.e. Bid price less Discount offered, if any.
(b) Bidders who Bid at Cut-off price shall deposit the Bid Amount based on the Cap Price.
(c) QIBs and NIIs can participate in the Issue only through the ASBA mechanism.
(d) RIIs and/or Reserved Categories bidding in their respective reservation portion can Bid, either
through the ASBA mechanism or by paying the Bid Amount through a cheque or a demand
draft (Non-ASBA Mechanism).
(e) Bid Amount cannot be paid in cash, through money order or through postal order.
4.1.7.1 Instructions for non-ASBA Bidders:
(a) Non-ASBA Bidders may submit their Bids with a member of the Syndicate or any of the
Registered Brokers of the Stock Exchange. The details of Broker Centres along with names
and contact details of the Registered Brokers are provided on the websites of the Stock
Exchanges.
(b) For Bids made through a member of the Syndicate: The Bidder may, with the submission
of the Bid cum Application Form, draw a cheque or demand draft for the Bid Amount in
favour of the Escrow Account as specified under the RHP/Prospectus and the Bid cum
Application Form and submit the same to the members of the Syndicate at Specified
Locations.
(c) For Bids made through a Registered Broker: The Bidder may, with the submission of the
Bid cum Application Form, draw a cheque or demand draft for the Bid Amount in favour of
the Escrow Account as specified under the RHP/Prospectus and the Bid cum Application
Form and submit the same to the Registered Broker.
(d) If the cheque or demand draft accompanying the Bid cum Application Form is not made
favoring the Escrow Account, the Bid is liable to be rejected.
(e) Payments should be made by cheque, or demand draft drawn on any bank (including a co-
operative bank), which is situated at, and is a member of or sub-member of the bankers
clearing house located at the centre where the Bid cum Application Form is submitted.
Cheques/bank drafts drawn on banks not participating in the clearing process may not be
accepted and applications accompanied by such cheques or bank drafts are liable to be
rejected.
(f) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on
behalf of the Bidders until the Designated Date.
(g) Bidders are advised to provide the number of the Bid cum Application Form and PAN on the
reverse of the cheque or bank draft to avoid any possible misuse of instruments submitted.
4.1.7.2 Payment instructions for ASBA Bidders
(a) ASBA Bidders may submit the Bid cum Application Form either
i. in physical mode to the Designated Branch of an SCSB where the
Bidders/Applicants have ASBA Account, or
ii. in electronic mode through the internet banking facility offered by an SCSB

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authorizing blocking of funds that are available in the ASBA account specified in the
Bid cum Application Form, or
iii. in physical mode to a member of the Syndicate at the Specified Locations, or
iv. Registered Brokers of the Stock Exchange
(b) ASBA Bidders may specify the Bank Account number in the Bid cum Application Form. The
Bid cum Application Form submitted by an ASBA Bidder and which is accompanied by cash,
demand draft, money order, postal order or any mode of payment other than blocked amounts
in the ASBA Account maintained with an SCSB, may not be accepted.
(c) Bidders should ensure that the Bid cum Application Form is also signed by the ASBA
Account holder(s) if the Bidder is not the ASBA Account holder;
(d) Bidders shall note that for the purpose of blocking funds under ASBA facility clearly
demarcated funds shall be available in the account.
(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.
(f) ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum
Application Form is submitted to a member of the Syndicate only at the Specified locations.
ASBA Bidders should also note that Bid cum Application Forms submitted to a member of
the Syndicate at the Specified locations may not be accepted by the Member of the Syndicate
if the SCSB where the ASBA Account, as specified in the Bid cum Application Form, is
maintained has not named at least one branch at that location for the members of the
Syndicate to deposit Bid cum Application Forms (a list of such branches is available on the
website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries).
(g) ASBA Bidders bidding through a Registered Broker should note that Bid cum Application
Forms submitted to the Registered Brokers may not be accepted by the Registered Broker, if
the SCSB where the ASBA Account, as specified in the Bid cum Application Form, is
maintained has not named at least one branch at that location for the Registered Brokers to
deposit Bid cum Application Forms.
(h) ASBA Bidders bidding directly through the SCSBs should ensure that the Bid cum
Application Form is submitted to a Designated Branch of a SCSB where the ASBA Account
is maintained.
(i) Upon receipt of the Bid cum Application Form, the Designated Branch of the SCSB may
verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as
mentioned in the Bid cum Application Form.
(j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount
equivalent to the Bid Amount mentioned in the Bid cum Application Form and for application
directly submitted to SCSB by investor, may enter each Bid option into the electronic bidding
system as a separate Bid.
(k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the
SCSB may not upload such Bids on the Stock Exchange platform and such bids are liable to
be rejected.
(l) Upon submission of a completed Bid cum Application Form each ASBA Bidder may be
deemed to have agreed to block the entire Bid Amount and authorized the Designated Branch
of the SCSB to block the Bid Amount specified in the Bid cum Application Form in the
ASBA Account maintained with the SCSBs.

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(m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the
Basis of allotment and consequent transfer of the Bid Amount against the Allotted Equity
Shares to the Public Issue Account, or until withdrawal or failure of the Issue, or until
withdrawal or rejection of the Bid, as the case may be.
(n) SCSBs bidding in the Issue must apply through an Account maintained with any other SCSB;
else their Bids are liable to be rejected.
4.1.7.2.1 Unblocking of ASBA Account
(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to
the Issue may provide the following details to the controlling branches of each SCSB, along
with instructions to unblock the relevant bank accounts and for successful applications
transfer the requisite money to the Public Issue Account designated for this purpose, within
the specified timelines: (i) the number of Equity Shares to be Allotted against each Bid, (ii)
the amount to be transferred from the relevant bank account to the Public Issue Account, for
each Bid, (iii) the date by which funds referred to in (ii) above may be transferred to the
Public Issue Account, and (iv) details of rejected ASBA Bids, if any, along with reasons for
rejection and details of withdrawn or unsuccessful Bids, if any, to enable the SCSBs to
unblock the respective bank accounts.
(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the
requisite amount against each successful ASBA Bidder to the Public Issue Account and may
unblock the excess amount, if any, in the ASBA Account.
(c) In the event of withdrawal or rejection of the Bid cum Application Form and for unsuccessful
Bids, the Registrar to the Issue may give instructions to the SCSB to unblock the Bid Amount
in the relevant ASBA Account within 12 Working Days of the Bid/Issue Closing Date.
4.1.7.3 Additional Payment Instructions for NRIs
The Non-Resident Indians who intend to make payment through Non-Resident Ordinary (NRO)
accounts shall use the form meant for Resident Indians (non-repatriation basis). In the case of Bids by
NRIs applying on a repatriation basis, payment shall not be accepted out of NRO Account.
4.1.7.4 Discount (if applicable)
(a) The Discount is stated in absolute rupee terms.
(b) Bidders applying under RII category, Retail Individual Shareholder and employees are only
eligible for discount. For Discounts offered in the Issue, Bidders may refer to the
RHP/Prospectus.
(c) The Bidders entitled to the applicable Discount in the Issue may make payment for an amount
i.e. the Bid Amount less Discount (if applicable).
Bidder may note that in case the net payment (post Discount) is more than two lakh Rupees, the
bidding system automatically considers such applications for allocation under Non-Institutional
Category. These applications are neither eligible for Discount nor fall under RII category.
4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS
(a) Only the First Bidder/Applicant is required to sign the Bid cum Application Form/Application
Form. Bidders/Applicants should ensure that signatures are in one of the languages specified
in the Eighth Schedule to the Constitution of India.
(b) If the ASBA Account is held by a person or persons other than the ASBA Bidder/Applicant.,
then the Signature of the ASBA Account holder(s) is also required.

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(c) In relation to the ASBA Bids/Applications, signature has to be correctly affixed in the
authorization/undertaking box in the Bid cum Application Form/Application Form, or an
authorisation has to be provided to the SCSB via the electronic mode, for blocking funds in
the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application
Form/Application Form.
(d) Bidders/Applicants must note that Bid cum Application Form/Application Form without
signature of Bidder/Applicant and /or ASBA Account holder is liable to be rejected.
4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
(a) Bidders should ensure that they receive the acknowledgment duly signed and stamped by a
member of the Syndicate, Registered Broker or SCSB, as applicable, for submission of the
Bid cum Application Form.
(b) Applicants should ensure that they receive the acknowledgment duly signed and stamped by
an Escrow Collection Bank or SCSB, as applicable, for submission of the Application Form.
(c) All communications in connection with Bids/Applications made in the Issue should be
addressed as under:
i. In case of queries related to Allotment, non-receipt of Allotment Advice, credit of
allotted equity shares, refund orders, the Bidders/Applicants should contact the
Registrar to the Issue.
ii. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the
Bidders/Applicants should contact the relevant Designated Branch of the SCSB.
iii. In case of queries relating to uploading of Syndicate ASBA Bids, the
Bidders/Applicants should contact the relevant Syndicate Member.
iv. In case of queries relating to uploading of Bids by a Registered Broker, the
Bidders/Applicants should contact the relevant Registered Broker
v. Bidder/Applicant may contact the Company Secretary and Compliance Officer or
BRLM(s) in case of any other complaints in relation to the Issue.
(d) The following details (as applicable) should be quoted while making any queries -
i. full name of the sole or First Bidder/Applicant, Bid cum Application Form number,
Applicants/Bidders DP ID, Client ID, PAN, number of Equity Shares applied for,
amount paid on application.
ii. name and address of the member of the Syndicate, Registered Broker or the
Designated Branch, as the case may be, where the Bid was submitted or
iii. In case of Non-ASBA bids cheque or draft number and the name of the issuing bank
thereof
iv. In case of ASBA Bids, ASBA Account number in which the amount equivalent to
the Bid Amount was blocked.
For further details, Bidder/Applicant may refer to the RHP/Prospectus and the Bid cum Application
Form.
4.2 INSTRUCTIONS FOR FILING THE REVISION FORM
(a) During the Bid/Issue Period, any Bidder/Applicant (other than QIBs and NIIs, who can only

524
revise their bid upwards) who has registered his or her interest in the Equity Shares at a
particular price level is free to revise his or her Bid within the Price Band using the Revision
Form, which is a part of the Bid cum Application Form.
(b) RII may revise their bids till closure of the bidding period or withdraw their bids until
finalization of allotment.
(c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by
using the Revision Form.
(d) The Bidder/Applicant can make this revision any number of times during the Bid/ Issue
Period. However, for any revision(s) in the Bid, the Bidders/Applicants will have to use the
services of the same member of the Syndicate, the Registered Broker or the SCSB through
which such Bidder/Applicant had placed the original Bid. Bidders/Applicants are advised to
retain copies of the blank Revision Form and the Bid(s) must be made only in such Revision
Form or copies thereof.
A sample Revision form is reproduced below:

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Instructions to fill each field of the Revision Form can be found on the reverse side of the Revision
Form. Other than instructions already highlighted at paragraph 4.1 above, point wise instructions
regarding filling up various fields of the Revision Form are provided below:


526
4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST
BIDDER/APPLICANT, PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY
ACCOUNT DETAILS OF THE BIDDER/APPLICANT
Bidders/Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.
4.2.2 FIELD 4 & 5: BID OPTIONS REVISION FROM AND TO
(a) Apart from mentioning the revised options in the Revision Form, the Bidder/Applicant must
also mention the details of all the bid options given in his or her Bid cum Application Form or
earlier Revision Form. For example, if a Bidder/Applicant has Bid for three options in the Bid
cum Application Form and such Bidder/Applicant is changing only one of the options in the
Revision Form, the Bidder/Applicant must still fill the details of the other two options that are
not being revised, in the Revision Form. The members of the Syndicate, the Registered
Brokers and the Designated Branches of the SCSBs may not accept incomplete or inaccurate
Revision Forms.
(b) In case of revision, Bid options should be provided by Bidders/Applicants in the same order
as provided in the Bid cum Application Form.
(c) In case of revision of Bids by RIIs, Employees and Retail Individual Shareholders, such
Bidders/Applicants should ensure that the Bid Amount, subsequent to revision, does not
exceed ` 200,000. In case the Bid Amount exceeds ` 200,000 due to revision of the Bid or for
any other reason, the Bid may be considered, subject to eligibility, for allocation under the
Non-Institutional Category, not being eligible for Discount (if applicable) and such Bid may
be rejected if it is at the Cut-off Price. The Cut-off Price option is given only to the RIIs,
Employees and Retail Individual Shareholders indicating their agreement to Bid for and
purchase the Equity Shares at the Issue Price as determined at the end of the Book Building
Process.
(d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds `
200,000, the Bid will be considered for allocation under the Non-Institutional Portion in terms
of the RHP/Prospectus. If, however, the RII does not either revise the Bid or make additional
payment and the Issue Price is higher than the cap of the Price Band prior to revision, the
number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation,
such that no additional payment would be required from the RII and the RII is deemed to have
approved such revised Bid at Cut-off Price.
(e) In case of a downward revision in the Price Band, RIIs and Bids by Employees under the
Reservation Portion, who have bid at the Cut-off Price could either revise their Bid or the
excess amount paid at the time of bidding may be unblocked in case of ASBA Bidders or
refunded from the Escrow Account in case of non-ASBA Bidder.
4.2.3 FIELD 6: PAYMENT DETAILS
(a) With respect to the Bids, other than Bids submitted by ASBA Bidders/Applicants, any
revision of the Bid should be accompanied by payment in the form of cheque or demand draft
for the amount, if any, to be paid on account of the upward revision of the Bid.
(b) All Bidders/Applicants are required to make payment of the full Bid Amount (less Discount
(if applicable) along with the Bid Revision Form. In case of Bidders/Applicants specifying
more than one Bid Option in the Bid cum Application Form, the total Bid Amount may be
calculated for the highest of three options at net price, i.e. Bid price less discount offered, if
any.
(c) In case of Bids submitted by ASBA Bidder/Applicant, Bidder/Applicant may Issue
instructions to block the revised amount based on cap of the revised Price Band (adjusted for

527
the Discount (if applicable) in the ASBA Account, to the same member of the
Syndicate/Registered Broker or the same Designated Branch (as the case may be) through
whom such Bidder/Applicant had placed the original Bid to enable the relevant SCSB to
block the additional Bid Amount, if any.
(d) In case of Bids, other than ASBA Bids, Bidder/Applicant, may make additional payment
based on the cap of the revised Price Band (such that the total amount i.e., original Bid
Amount plus additional payment does not exceed ` 200,000 if the Bidder/Applicant wants to
continue to Bid at the Cut-off Price), with the members of the Syndicate / Registered Broker
to whom the original Bid was submitted.
(e) In case the total amount (i.e., original Bid Amount less discount (if applicable) plus additional
payment) exceeds ` 200,000, the Bid may be considered for allocation under the Non-
Institutional Category in terms of the RHP/Prospectus. If, however, the Bidder/Applicant does
not either revise the Bid or make additional payment and the Issue Price is higher than the cap
of the Price Band prior to revision, the number of Equity Shares Bid for may be adjusted
downwards for the purpose of allotment, such that no additional payment is required from the
Bidder/Applicant and the Bidder/Applicant is deemed to have approved such revised Bid at
the Cut-off Price.
(f) In case of a downward revision in the Price Band, RIIs, Employees and Retail Individual
Shareholders, who have bid at the Cut-off Price, could either revise their Bid or the excess
amount paid at the time of bidding may be unblocked in case of ASBA Bidders/Applicants or
refunded from the Escrow Account in case of non-ASBA Bidder/Applicant.
4.2.4 FIELDS 7 : SIGNATURES AND ACKNOWLEDGEMENTS
Bidders/Applicants may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose.
4.3 INSTRUCTIONS FOR FILING APPLICATION FORM IN ISSUES MADE OTHER THAN
THROUGH THE BOOK BUILDING PROCESS (FIXED PRICE ISSUE)
4.3.1 FIELDS 1, 2, 3 NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER/APPLICANT,
PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY ACCOUNT DETAILS OF
THE BIDDER/APPLICANT
Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.
4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY & AMOUNT
(a) The Issuer may mention Price or Price band in the draft Prospectus. However a prospectus
registered with RoC contains one price or coupon rate (as applicable).
(b) Minimum Application Value and Bid Lot: The Issuer in consultation with the Lead
Manager to the Issue (LM) may decide the minimum number of Equity Shares for each Bid to
ensure that the minimum application value is within the range of ` 10,000 to ` 15,000. The
minimum Lot size is accordingly determined by an Issuer on basis of such minimum
application value.
(c) Applications by RIIs, Employees and Retail Individual Shareholders, must be for such
number of shares so as to ensure that the application amount payable does not exceed `
200,000.
(d) Applications by other investors must be for such minimum number of shares such that the
application amount exceeds ` 200,000 and in multiples of such number of Equity Shares
thereafter, as may be disclosed in the application form and the Prospectus, or as advertised by
the Issuer, as the case may be.

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(e) An application cannot be submitted for more than the Issue size.
(f) The maximum application by any Applicant should not exceed the investment limits
prescribed for them under the applicable laws.
(g) Multiple Applications: An Applicant should submit only one Application Form. Submission
of a second Application Form to either the same or to Collection Bank(s) or SCSB and
duplicate copies of Application Forms bearing the same application number shall be treated as
multiple applications and are liable to be rejected.
(h) Applicants are requested to note the following procedures may be followed by the Registrar to
the Issue to detect multiple applications:
i. All applications may be checked for common PAN as per the records of the
Depository. For Applicants other than Mutual Funds and FII sub-accounts, Bids
bearing the same PAN may be treated as multiple applications by a Bidder/Applicant
and may be rejected.
ii. For applications from Mutual Funds and FII sub-accounts, submitted under the same
PAN, as well as Bids on behalf of the PAN Exempted Applicants, the Application
Forms may be checked for common DP ID and Client ID. In any such applications
which have the same DP ID and Client ID, these may be treated as multiple
applications and may be rejected.
(i) The following applications may not be treated as multiple Bids:
i. Applications by Reserved Categories in their respective reservation portion as well
as that made by them in the Net Issue portion in public category.
ii. Separate applications by Mutual Funds in respect of more than one scheme of the
Mutual Fund provided that the Applications clearly indicate the scheme for which
the Bid has been made.
iii. Applications by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-
accounts) submitted with the same PAN but with different beneficiary account
numbers, Client IDs and DP IDs.
4.3.3 FIELD NUMBER 5 : CATEGORY OF APPLICANTS
(a) The categories of applicants identified as per the SEBI ICDR Regulations, 2009 for the
purpose of Bidding, allocation and allotment in the Issue are RIIs, individual applicants other
than RIIs and other investors (including corporate bodies or institutions, irrespective of the
number of specified securities applied for).
(b) An Issuer can make reservation for certain categories of Applicants permitted under the SEBI
ICDR Regulations, 2009. For details of any reservations made in the Issue, applicants may
refer to the Prospectus.
(c) The SEBI ICDR Regulations, 2009 specify the allocation or allotment that may be made to
various categories of applicants in an Issue depending upon compliance with the eligibility
conditions. Details pertaining to allocation are disclosed on reverse side of the Revision Form.
For Issue specific details in relation to allocation applicant may refer to the Prospectus.
4.3.4 FIELD NUMBER 6: INVESTOR STATUS
Applicants should refer to instructions contained in paragraphs 4.1.6.


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4.3.5 FIELD 7: PAYMENT DETAILS
(a) All Applicants are required to make payment of the full Amount (net of any Discount, as
applicable) along-with the Application Form. If the Discount is applicable in the Issue, the
RIIs should indicate the full Amount in the Application Form and the payment shall be made
for an Amount net of Discount. Only in cases where the Prospectus indicates that part
payment may be made, such an option can be exercised by the Applicant.
(b) RIIs and/or Reserved Categories bidding in their respective reservation portion can Bid, either
through the ASBA mechanism or by paying the Bid Amount through a cheque or a demand
draft (Non-ASBA Mechanism).
(c) Application Amount cannot be paid in cash, through money order or through postal order or
through stock invest.
4.3.5.1 Instructions for non-ASBA Applicants:
(a) Non-ASBA Applicants may submit their Application Form with the Collection Bank(s).
(b) For Applications made through a Collection Bank(s): The Applicant may, with the submission
of the Application Form, draw a cheque or demand draft for the Bid Amount in favor of the
Escrow Account as specified under the Prospectus and the Application Form and submit the
same to the escrow Collection Bank(s).
(c) If the cheque or demand draft accompanying the Application Form is not made favoring the
Escrow Account, the form is liable to be rejected.
(d) Payments should be made by cheque, or demand draft drawn on any bank (including a co-
operative bank), which is situated at, and is a member of or sub-member of the bankers
clearing house located at the centre where the Application Form is submitted. Cheques/bank
drafts drawn on banks not participating in the clearing process may not be accepted and
applications accompanied by such cheques or bank drafts are liable to be rejected.
(e) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on
behalf of the Applicants until the Designated Date.
(f) Applicants are advised to provide the number of the Application Form and PAN on the
reverse of the cheque or bank draft to avoid any possible misuse of instruments submitted.
4.3.5.2 Payment instructions for ASBA Applicants
(a) ASBA Applicants may submit the Application Form in physical mode to the Designated
Branch of an SCSB where the Applicants have ASBA Account.
(b) ASBA Applicants may specify the Bank Account number in the Application Form. The
Application Form submitted by an ASBA Applicant and which is accompanied by cash,
demand draft, money order, postal order or any mode of payment other than blocked amounts
in the ASBA Account maintained with an SCSB, may not be accepted.
(c) Applicants should ensure that the Application Form is also signed by the ASBA Account
holder(s) if the Applicant is not the ASBA Account holder;
(d) Applicants shall note that for the purpose of blocking funds under ASBA facility clearly
demarcated funds shall be available in the account.
(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.
(f) ASBA Applicants bidding directly through the SCSBs should ensure that the Application

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Form is submitted to a Designated Branch of a SCSB where the ASBA Account is
maintained.
(g) Upon receipt of the Application Form, the Designated Branch of the SCSB may verify if
sufficient funds equal to the Application Amount are available in the ASBA Account, as
mentioned in the Application Form.
(h) If sufficient funds are available in the ASBA Account, the SCSB may block an amount
equivalent to the Application Amount mentioned in the Application Form and may upload the
details on the Stock Exchange Platform.
(i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the
SCSB may not upload such Applications on the Stock Exchange platform and such
Applications are liable to be rejected.
(j) Upon submission of a completed Application Form each ASBA Applicant may be deemed to
have agreed to block the entire Application Amount and authorized the Designated Branch of
the SCSB to block the Application Amount specified in the Application Form in the ASBA
Account maintained with the SCSBs.
(k) The Application Amount may remain blocked in the aforesaid ASBA Account until
finalisation of the Basis of allotment and consequent transfer of the Application Amount
against the Allotted Equity Shares to the Public Issue Account, or until withdrawal or failure
of the Issue, or until withdrawal or rejection of the Application, as the case may be.
(l) SCSBs applying in the Issue must apply through an ASBA Account maintained with any
other SCSB; else their Applications are liable to be rejected.
4.3.5.2.1 Unblocking of ASBA Account
(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to
the Issue may provide the following details to the controlling branches of each SCSB, along
with instructions to unblock the relevant bank accounts and for successful applications
transfer the requisite money to the Public Issue Account designated for this purpose, within
the specified timelines: (i) the number of Equity Shares to be Allotted against each
Application, (ii) the amount to be transferred from the relevant bank account to the Public
Issue Account, for each Application, (iii) the date by which funds referred to in (ii) above may
be transferred to the Public Issue Account, and (iv) details of rejected ASBA Applications, if
any, along with reasons for rejection and details of withdrawn or unsuccessful Applications, if
any, to enable the SCSBs to unblock the respective bank accounts.
(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the
requisite amount against each successful ASBA Application to the Public Issue Account and
may unblock the excess amount, if any, in the ASBA Account.
(c) In the event of withdrawal or rejection of the Application Form and for unsuccessful
Applications, the Registrar to the Issue may give instructions to the SCSB to unblock the
Application Amount in the relevant ASBA Account within 12 Working Days of the Issue
Closing Date.
4.3.5.3 Discount (if applicable)
(a) The Discount is stated in absolute rupee terms.
(b) RIIs, Employees and Retail Individual Shareholders are only eligible for discount. For
Discounts offered in the Issue, applicants may refer to the Prospectus.
(c) The Applicants entitled to the applicable Discount in the Issue may make payment for an

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amount i.e. the Application Amount less Discount (if applicable).
4.3.6 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS &
ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
Applicants should refer to instructions contained in paragraphs 4.1.8 & 4.1.9.
4.4 SUBMISSION OF BID CUM APPLICATION FORM/ REVISION FORM/APPLICATION
FORM
4.4.1 Bidders/Applicants may submit completed Bid-cum-application form / Revision Form in the
following manner:-
Mode of Application Submission of Bid cum Application Form
Non-ASBA
Application
1) To members of the Syndicate at the Specified Locations mentioned
in the Bid cum Application Form
2) To Registered Brokers
ASBA Application (a) To members of the Syndicate in the Specified Locations or
Registered Brokers at the Broker Centres
(b) To the Designated branches of the SCSBs where the ASBA Account
is maintained

(a) Bidders/Applicants should not submit the bid cum application forms/ Revision Form directly
to the escrow collection banks. Bid cum Application Form/ Revision Form submitted to the
escrow collection banks are liable for rejection.
(b) Bidders/Applicants should submit the Revision Form to the same member of the Syndicate,
the Registered Broker or the SCSB through which such Bidder/Applicant had placed the
original Bid.
(c) Upon submission of the Bid-cum-Application Form, the Bidder/Applicant will be deemed to
have authorized the Issuer to make the necessary changes in the RHP and the Bid cum
Application Form as would be required for filing Prospectus with the Registrar of Companies
(RoC) and as would be required by the RoC after such filing, without prior or subsequent
notice of such changes to the relevant Bidder/Applicant.
(d) Upon determination of the Issue Price and filing of the Prospectus with the RoC, the Bid-cum-
Application Form will be considered as the application form.
SECTION 5: ISSUE PROCEDURE IN BOOK BUILT ISSUE
Book Building, in the context of the Issue, refers to the process of collection of Bids within the Price Band or
above the Floor Price and determining the Issue Price based on the Bids received as detailed in Schedule XI of
SEBI ICDR Regulations, 2009. The Issue Price is finalised after the Bid/Issue Closing Date. Valid Bids
received at or above the Issue Price are considered for allocation in the Issue, subject to applicable regulations
and other terms and conditions.
5.1 SUBMISSION OF BIDS
(a) During the Bid/Issue Period, ASBA Bidders/Applicants may approach the members of the
Syndicate at the Specified Cities or any of the Registered Brokers or the Designated Branches
to register their Bids. Non-ASBA Bidders/Applicants who are interested in subscribing for the
Equity Shares should approach the members of the Syndicate or any of the Registered

532
Brokers, to register their Bid.
(b) Non-ASBA Bidders/Applicants (RIIs, Employees and Retail Individual Shareholders) bidding
at Cut-off Price may submit the Bid cum Application Form along with a cheque/demand draft
for the Bid Amount less discount (if applicable) based on the Cap Price with the members of
the Syndicate/ any of the Registered Brokers to register their Bid.
(c) In case of ASBA Bidders/Applicants (excluding NIIs and QIBs) bidding at Cut-off Price, the
ASBA Bidders/Applicants may instruct the SCSBs to block Bid Amount based on the Cap
Price less discount (if applicable). ASBA Bidders/Applicants may approach the members of
the Syndicate or any of the Registered Brokers or the Designated Branches to register their
Bids.
(d) For Details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform
Bidders/Applicants are requested to refer to the RHP.
5.2 ELECTRONIC REGISTRATION OF BIDS
(a) The Syndicate, the Registered Brokers and the SCSBs may register the Bids using the on-line
facilities of the Stock Exchanges. The Syndicate, the Registered Brokers and the Designated
Branches of the SCSBs can also set up facilities for off-line electronic registration of Bids,
subject to the condition that they may subsequently upload the off-line data file into the on-
line facilities for Book Building on a regular basis before the closure of the issue.
(b) On the Bid/Issue Closing Date, the Syndicate, the Registered Broker and the Designated
Branches of the SCSBs may upload the Bids till such time as may be permitted by the Stock
Exchanges.
(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/
Allotment. The members of the Syndicate, the Registered Brokers and the SCSBs are given
up to one day after the Bid/Issue Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Bid/Issue Period after which the Stock Exchange(s) send the
bid information to the Registrar for validation of the electronic bid details with the
Depositorys records.
5.3 BUILD UP OF THE BOOK
(a) Bids received from various Bidders/Applicants through the Syndicate, Registered Brokers and
the SCSBs may be electronically uploaded on the Bidding Platform of the Stock Exchanges
on a regular basis. The book gets built up at various price levels. This information may be
available with the BRLMs at the end of the Bid/Issue Period.
(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges
Platform, a graphical representation of consolidated demand and price as available on the
websites of the Stock Exchanges may be made available at the bidding centres during the
Bid/Issue Period.
5.4 WITHDRAWAL OF BIDS
(a) RIIs can withdraw their Bids until finalization of Basis of Allotment. In case a RII applying
through the ASBA process wishes to withdraw the Bid during the Bid/Issue Period, the same
can be done by submitting a request for the same to the concerned SCSB or the Syndicate
Member or the Registered Broker, as applicable, who shall do the requisite, including
unblocking of the funds by the SCSB in the ASBA Account.
(b) In case a RII wishes to withdraw the Bid after the Bid/Issue Period, the same can be done by
submitting a withdrawal request to the Registrar to the Issue until finalization of Basis of
Allotment. The Registrar to the Issue shall give instruction to the SCSB for unblocking the

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ASBA Account on the Designated Date. QIBs and NIIs can neither withdraw nor lower the
size of their Bids at any stage.
5.5 REJECTION & RESPONSIBILITY FOR UPLOAD OF BIDS
(a) The members of the Syndicate, the Registered Broker and/or SCSBs are individually
responsible for the acts, mistakes or errors or omission in relation to
i. the Bids accepted by the members of the Syndicate, the Registered Broker and the
SCSBs,
ii. the Bids uploaded by the members of the Syndicate, the Registered Broker and the
SCSBs,
iii. the Bid cum application forms accepted but not uploaded by the members of the
Syndicate, the Registered Broker and the SCSBs, or
iv. With respect to Bids by ASBA Bidders/Applicants, Bids accepted and uploaded by
SCSBs without blocking funds in the ASBA Accounts. It may be presumed that for
Bids uploaded by the SCSBs, the Bid Amount has been blocked in the relevant
Account.
(b) The BRLMs and their affiliate Syndicate Members, as the case may be, may reject Bids if all
the information required is not provided and the Bid cum Application Form is incomplete in
any respect.
(c) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate
funds in the ASBA account or on technical grounds.
(d) In case of QIB Bidders, only the (i) SCSBs (for Bids other than the Bids by Anchor
Investors); and (ii) BRLMs and their affiliate Syndicate Members (only in the specified
locations) have the right to reject bids. However, such rejection shall be made at the time of
receiving the Bid and only after assigning a reason for such rejection in writing.
(e) All bids by QIBs, NIIs & RIIs Bids can be rejected on technical grounds listed herein.
5.5.1 GROUNDS FOR TECHNICAL REJECTIONS
Bid cum Application Forms/Application Form can be rejected on the below mentioned technical
grounds either at the time of their submission to the (i) authorised agents of the BRLMs, (ii) Registered
Brokers, or (iii) SCSBs, or (iv) Collection Bank(s), or at the time of finalisation of the Basis of
Allotment. Bidders/Applicants are advised to note that the Bids/Applications are liable to be rejected,
inter-alia, on the following grounds, which have been detailed at various placed in this GID:-
(a) Bid/Application by persons not competent to contract under the Indian Contract Act, 1872, as
amended, (other than minors having valid Depository Account as per Demographic Details
provided by Depositories);
(b) Bids/Applications by OCBs; and
(c) In case of partnership firms, Bid/Application for Equity Shares made in the name of the firm.
However, a limited liability partnership can apply in its own name;
(d) In case of Bids/Applications under power of attorney or by limited companies, corporate, trust
etc., relevant documents are not being submitted along with the Bid cum application
form/Application Form;
(e) Bids/Applications by persons prohibited from buying, selling or dealing in the shares directly

534
or indirectly by SEBI or any other regulatory authority;
(f) Bids/Applications by any person outside India if not in compliance with applicable foreign
and Indian laws;
(g) DP ID and Client ID not mentioned in the Bid cum Application Form/Application Form;
(h) PAN not mentioned in the Bid cum Application Form/Application Form except for
Bids/Applications by or on behalf of the Central or State Government and officials appointed
by the court and by the investors residing in the State of Sikkim, provided such claims have
been verified by the Depository Participant;
(i) In case no corresponding record is available with the Depositories that matches the DP ID, the
Client ID and the PAN;
(j) Bids/Applications for lower number of Equity Shares than the minimum specified for that
category of investors;
(k) Bids/Applications at a price less than the Floor Price & Bids/Applications at a price more than
the Cap Price;
(l) Bids/Applications at Cut-off Price by NIIs and QIBs;
(m) Amount paid does not tally with the amount payable for the highest value of Equity Shares
Bid for. With respect to Bids/Applications by ASBA Bidders, the amounts mentioned in the
Bid cum Application Form/Application Form does not tally with the amount payable for the
value of the Equity Shares Bid/Applied for;
(n) Bids/Applications for amounts greater than the maximum permissible amounts prescribed by
the regulations;
(o) In relation to ASBA Bids/Applications, submission of more than five Bid cum Application
Forms/Application Form as per ASBA Account;
(p) Bids/Applications for a Bid/Application Amount of more than ` 200,000 by RIIs by applying
through non-ASBA process;
(q) Bids/Applications for number of Equity Shares which are not in multiples Equity Shares
which are not in multiples as specified in the RHP;
(r) Multiple Bids/Applications as defined in this GID and the RHP/Prospectus;
(s) Bid cum Application Forms/Application Forms are not delivered by the Bidders/Applicants
within the time prescribed as per the Bid cum Application Forms/Application Form, Bid/Issue
Opening Date advertisement and as per the instructions in the RHP and the Bid cum
Application Forms;
(t) With respect to ASBA Bids/Applications, inadequate funds in the bank account to block the
Bid/Application Amount specified in the Bid cum Application Form/ Application Form at the
time of blocking such Bid/Application Amount in the bank account;
(u) Bids/Applications where sufficient funds are not available in Escrow Accounts as per final
certificate from the Escrow Collection Banks;
(v) With respect to ASBA Bids/Applications, where no confirmation is received from SCSB for
blocking of funds;
(w) Bids/Applications by QIBs (other than Anchor Investors) and Non Institutional Bidders not

535
submitted through ASBA process or Bids/Applications by QIBs (other than Anchor Investors)
and Non Institutional Bidders accompanied with cheque(s) or demand draft(s);
(x) ASBA Bids/Applications submitted to a BRLM at locations other than the Specified Cities
and Bid cum Application Forms/Application Forms, under the ASBA process, submitted to
the Escrow Collecting Banks (assuming that such bank is not a SCSB where the ASBA
Account is maintained), to the issuer or the Registrar to the Issue;
(y) Bids/Applications not uploaded on the terminals of the Stock Exchanges;
(z) Bids/Applications by SCSBs wherein a separate account in its own name held with any other
SCSB is not mentioned as the ASBA Account in the Bid cum Application Form/Application
Form.
5.6 BASIS OF ALLOCATION
(a) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to
various categories of Bidders/Applicants in an Issue depending on compliance with the
eligibility conditions. Certain details pertaining to the percentage of Issue size available for
allocation to each category is disclosed overleaf of the Bid cum Application Form and in the
RHP / Prospectus. For details in relation to allocation, the Bidder/Applicant may refer to the
RHP / Prospectus.
(b) Under-subscription in Retail category is allowed to be met with spill-over from any other
category or combination of categories at the discretion of the Issuer and in consultation with
the BRLMs and the Designated Stock Exchange and in accordance with the SEBI ICDR
Regulations, 2009. Unsubscribed portion in QIB category is not available for subscription to
other categories.
(c) In case of under subscription in the Net Issue, spill-over to the extent of such under-
subscription may be permitted from the Reserved Portion to the Net Issue. For allocation in
the event of an under-subscription applicable to the Issuer, Bidders/Applicants may refer to
the RHP.
(d) Illustration of the Book Building and Price Discovery Process
Bidders should note that this example is solely for illustrative purposes and is not specific to
the Issue; it also excludes bidding by Anchor Investors.
Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ` 20
to ` 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders,
details of which are shown in the table below. The illustrative book given below shows the
demand for the Equity Shares of the Issuer at various prices and is collated from Bids
received from various investors.
Bid Quantity Bid Amount (`) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the
Issuer is able to Issue the desired number of Equity Shares is the price at which the book cuts
off, i.e., ` 22.00 in the above example. The Issuer, in consultation with the BRLMs, may
finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ` 22.00. All Bids at or
above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the

536
respective categories.
(e) Alternate Method of Book Building
In case of FPOs, Issuers may opt for an alternate method of Book Building in which only the
Floor Price is specified for the purposes of bidding (Alternate Book Building Process).
The Issuer may specify the Floor Price in the RHP or advertise the Floor Price at least one
Working Day prior to the Bid/Issue Opening Date. QIBs may Bid at a price higher than the
Floor Price and the Allotment to the QIBs is made on a price priority basis. The Bidder with
the highest Bid Amount is allotted the number of Equity Shares Bid for and then the second
highest Bidder is Allotted Equity Shares and this process continues until all the Equity Shares
have been allotted. RIIs, NIIs and Employees are Allotted Equity Shares at the Floor Price
and allotment to these categories of Bidders is made proportionately. If the number of Equity
Shares Bid for at a price is more than available quantity then the allotment may be done on a
proportionate basis. Further, the Issuer may place a cap either in terms of number of specified
securities or percentage of issued capital of the Issuer that may be allotted to a single Bidder,
decide whether a Bidder be allowed to revise the bid upwards or downwards in terms of price
and/or quantity and also decide whether a Bidder be allowed single or multiple bids.
SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE
Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Issue Price
is mentioned in the Fixed Price Issue therefore on filing of the Prospectus with the RoC, the Application so
submitted is considered as the application form.
Applicants may only use the specified Application Form for the purpose of making an Application in terms of
the Prospectus which may be submitted through Syndicate Members/SCSB and/or Bankers to the Issue or
Registered Broker.
ASBA Applicants may submit an Application Form either in physical form to the Syndicate Members or
Registered Brokers or the Designated Branches of the SCSBs or in the electronic form to the SCSB or the
Designated Branches of the SCSBs authorising blocking of funds that are available in the bank account
specified in the Application Form only (ASBA Account). The Application Form is also made available on the
websites of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date.
In a fixed price Issue, allocation in the net offer to the public category is made as follows: minimum fifty per
cent to Retail Individual Investors; and remaining to (i) individual investors other than Retail Individual
Investors; and (ii) other Applicants including corporate bodies or institutions, irrespective of the number of
specified securities applied for. The unsubscribed portion in either of the categories specified above may be
allocated to the Applicants in the other category.
For details of instructions in relation to the Application Form, Bidders/Applicants may refer to the relevant
section of the GID.
SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The allotment of Equity Shares to Bidders/Applicants other than Retail Individual Investors and Anchor
Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders/Applicants may
refer to RHP/Prospectus. No Retail Individual Investor is will be allotted less than the minimum Bid Lot subject
to availability of shares in Retail Individual Investor Category and the remaining available shares, if any will be
allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the Issue
(excluding any Offer for Sale of specified securities). However, in case the Issue is in the nature of Offer for
Sale only, then minimum subscription may not be applicable.
7.1 ALLOTMENT TO RIIs
Bids received from the RIIs at or above the Issue Price may be grouped together to determine the total

537
demand under this category. If the aggregate demand in this category is less than or equal to the Retail
Category at or above the Issue Price, full Allotment may be made to the RIIs to the extent of the valid
Bids. If the aggregate demand in this category is greater than the allocation to in the Retail Category at
or above the Issue Price, then the maximum number of RIIs who can be Allotted the minimum Bid Lot
will be computed by dividing the total number of Equity Shares available for Allotment to RIIs by the
minimum Bid Lot (Maximum RII Allottees). The Allotment to the RIIs will then be made in the
following manner:
(a) In the event the number of RIIs who have submitted valid Bids in the Issue is equal to or less
than Maximum RII Allottees, (i) all such RIIs shall be Allotted the minimum Bid Lot; and (ii)
the balance available Equity Shares, if any, remaining in the Retail Category shall be Allotted
on a proportionate basis to the RIIs who have received Allotment as per (i) above for the
balance demand of the Equity Shares Bid by them (i.e. who have Bid for more than the
minimum Bid Lot).
(b) In the event the number of RIIs who have submitted valid Bids in the Issue is more than
Maximum RII Allottees, the RIIs (in that category) who will then be allotted minimum Bid
Lot shall be determined on the basis of draw of lots.
7.2 ALLOTMENT TO NIIs
Bids received from NIIs at or above the Issue Price may be grouped together to determine the total
demand under this category. The allotment to all successful NIIs may be made at or above the Issue
Price. If the aggregate demand in this category is less than or equal to the Non-Institutional Category at
or above the Issue Price, full allotment may be made to NIIs to the extent of their demand. In case the
aggregate demand in this category is greater than the Non-Institutional Category at or above the Issue
Price, allotment may be made on a proportionate basis up to a minimum of the Non-Institutional
Category.
7.3 ALLOTMENT TO QIBs
For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR
Regulations, 2009 or RHP / Prospectus. Bids received from QIBs bidding in the QIB Category (net of
Anchor Portion) at or above the Issue Price may be grouped together to determine the total demand
under this category. The QIB Category may be available for allotment to QIBs who have Bid at a price
that is equal to or greater than the Issue Price. Allotment may be undertaken in the following manner:
(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Category may be
determined as follows: (i) In the event that Bids by Mutual Fund exceeds 5% of the QIB
Category, allocation to Mutual Funds may be done on a proportionate basis for up to 5% of
the QIB Category; (ii) In the event that the aggregate demand from Mutual Funds is less than
5% of the QIB Category then all Mutual Funds may get full allotment to the extent of valid
Bids received above the Issue Price; and (iii) Equity Shares remaining unsubscribed, if any
and not allocated to Mutual Funds may be available for allotment to all QIBs as set out at
paragraph 7.4(b) below;
(b) In the second instance, allotment to all QIBs may be determined as follows: (i) In the event of
oversubscription in the QIB Category, all QIBs who have submitted Bids above the Issue
Price may be Allotted Equity Shares on a proportionate basis for up to 95% of the QIB
Category; (ii) Mutual Funds, who have received allocation as per (a) above, for less than the
number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a
proportionate basis along with other QIBs; and (iii) Under-subscription below 5% of the QIB
Category, if any, from Mutual Funds, may be included for allocation to the remaining QIBs
on a proportionate basis.
7.4 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)

538
(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at
the discretion of the issuer subject to compliance with the following requirements:
i. not more than 60% of the QIB Portion will be allocated to Anchor Investors;
ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or above
the price at which allocation is being done to other Anchor Investors; and
iii. allocation to Anchor Investors shall be on a discretionary basis and subject to:
a maximum number of two Anchor Investors for allocation up to ` 10
crores;
a minimum number of two Anchor Investors and maximum number of 15
Anchor Investors for allocation of more than ` 10 crores and up to ` 250
crores subject to minimum allotment of ` 5 crores per such Anchor
Investor; and
a minimum number of five Anchor Investors and maximum number of 25
Anchor Investors for allocation of more than ` 250 crores subject to
minimum allotment of ` 5 crores per such Anchor Investor.
(b) A physical book is prepared by the Registrar on the basis of the Bid cum Application Forms
received from Anchor Investors. Based on the physical book and at the discretion of the issuer
in consultation with the BRLMs, selected Anchor Investors will be sent a CAN and if
required, a revised CAN.
(c) In the event that the Issue Price is higher than the Anchor Investor Issue Price: Anchor
Investors will be sent a revised CAN within one day of the Pricing Date indicating the number
of Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the
balance amount. Anchor Investors are then required to pay any additional amounts, being the
difference between the Issue Price and the Anchor Investor Issue Price, as indicated in the
revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment
Advice will be issued to such Anchor Investors.
(d) In the event the Issue Price is lower than the Anchor Investor Issue Price: Anchor
Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
7.5 BASIS OF ALLOTMENT FOR QIBs (OTHER THAN ANCHOR INVESTORS), NIIs AND
RESERVED CATEGORY IN CASE OF OVER-SUBSCRIBED ISSUE
In the event of the Issue being over-subscribed, the Issuer may finalise the Basis of Allotment in
consultation with the Designated Stock Exchange in accordance with the SEBI ICDR Regulations,
2009.
The allocation may be made in marketable lots, on a proportionate basis as explained below:
(a) Bidders may be categorized according to the number of Equity Shares applied for;
(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived
at on a proportionate basis, which is the total number of Equity Shares applied for in that
category (number of Bidders in the category multiplied by the number of Equity Shares
applied for) multiplied by the inverse of the over-subscription ratio;
(c) The number of Equity Shares to be Allotted to the successful Bidders may be arrived at on a
proportionate basis, which is total number of Equity Shares applied for by each Bidder in that
category multiplied by the inverse of the over-subscription ratio;

539
(d) In all Bids where the proportionate allotment is less than the minimum bid lot decided per
Bidder, the allotment may be made as follows: the successful Bidders out of the total Bidders
for a category may be determined by a draw of lots in a manner such that the total number of
Equity Shares Allotted in that category is equal to the number of Equity Shares calculated in
accordance with (b) above; and each successful Bidder may be Allotted a minimum of such
Equity Shares equal to the minimum Bid Lot finalised by the Issuer;
(e) If the proportionate allotment to a Bidder is a number that is more than the minimum Bid lot
but is not a multiple of one (which is the marketable lot), the decimal may be rounded off to
the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5 it
may be rounded off to the lower whole number. Allotment to all bidders in such categories
may be arrived at after such rounding off; and
(f) If the Equity Shares allocated on a proportionate basis to any category are more than the
Equity Shares Allotted to the Bidders in that category, the remaining Equity Shares available
for allotment may be first adjusted against any other category, where the Allotted Equity
Shares are not sufficient for proportionate allotment to the successful Bidders in that category.
The balance Equity Shares, if any, remaining after such adjustment may be added to the
category comprising Bidders applying for minimum number of Equity Shares.
7.6 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES
(a) Designated Date: On the Designated Date, the Escrow Collection Banks shall transfer the
funds represented by allocation of Equity Shares (other than ASBA funds with the SCSBs)
from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue
Account with the Bankers to the Issue. The balance amount after transfer to the Public Issue
Account shall be transferred to the Refund Account. Payments of refund to the Bidders shall
also be made from the Refund Account as per the terms of the Escrow Agreement and the
RHP.
(b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated
Stock Exchange, the Registrar shall upload the same on its website. On the basis of the
approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the
Allotment and credit of Equity Shares. Bidders/Applicants are advised to instruct their
Depository Participant to accept the Equity Shares that may be allotted to them
pursuant to the Issue.
Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment
Advice to the Bidders/Applicants who have been Allotted Equity Shares in the Issue.
(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.
(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of shares to the
successful Bidders/Applicants Depository Account will be completed within 12 Working
Days of the Bid/ Issue Closing Date. The Issuer also ensures the credit of shares to the
successful Applicants depository account is completed within two Working Days from the
date of Allotment, after the funds are transferred from the Escrow Account to the Public Issue
Account on the Designated Date.
SECTION 8: INTEREST AND REFUNDS
8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING
The Issuer may ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges are taken within 12 Working Days of the
Bid/Issue Closing Date. The Registrar to the Issue may give instructions for credit to Equity Shares the
beneficiary account with DPs, and dispatch the Allotment Advice within 12 Working Days of the

540
Bid/Issue Closing Date.
8.2 GROUNDS FOR REFUND
8.2.1 NON RECEIPT OF LISTING PERMISSION
An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an
official quotation of the Equity Shares. All the Stock Exchanges from where such permission is sought
are disclosed in RHP/Prospectus. The Designated Stock Exchange may be as disclosed in the
RHP/Prospectus with which the Basis of Allotment may be finalised.
If the Issuer fails to make application to the Stock Exchange(s) and obtain permission for listing of the
Equity Shares, in accordance with the provisions of Section 40 of the Companies Act, 2013, the Issuer
may be punishable with a fine which shall not be less than ` 5 lakhs but which may extend to ` 50
lakhs and every officer of the Issuer who is in default shall be punishable with imprisonment for a term
which may extend to one year or with fine which shall not be less than ` 50,000 but which may extend
to ` 3 lakhs, or with both.
If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of
the Stock Exchange(s), the Issuer may forthwith repay, without interest, all moneys received from the
Bidders/Applicants in pursuance of the RHP/Prospectus.
If such money is not repaid within the prescribed time after the Issuer becomes liable to repay it, then
the Issuer and every director of the Issuer who is an officer in default may, on and from such expiry of
such period, be liable to repay the money, with interest at such rate, as disclosed in the
RHP/Prospectus.
8.2.2 NON RECEIPT OF MINIMUM SUBSCIPTION
If the Issuer does not receive a minimum subscription of 90% of the Net Issue (excluding any offer for
sale of specified securities), including devolvement to the Underwriters, within 60 days from the
Bid/Issue Closing Date, the Issuer may forthwith, without interest refund the entire subscription
amount received. In case the Issue is in the nature of Offer for Sale only, then minimum subscription
may not be applicable.
If there is a delay beyond the prescribed time, then the Issuer and every director of the Issuer who is an
officer in default may be liable to repay the money, with interest at the rate of 15% per annum.
8.2.3 MINIMUM NUMBER OF ALLOTTEES
The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be allotted
may not be less than 1,000 failing which the entire application monies may be refunded forthwith.
8.2.4 IN CASE OF ISSUES MADE UNDER COMPULSORY BOOK BUILDING
In case an Issuer not eligible under Regulation 26(1) of the SEBI ICDR Regulations, 2009 comes for
an Issue under Regulation 26(2) of SEBI (ICDR) Regulations, 2009 but fails to allot at least 75% of
the Net Issue to QIBs, in such case full subscription money is to be refunded.
8.3 MODE OF REFUND
(a) In case of ASBA Bids/Applications: Within 12 Working Days of the Bid/Issue Closing
Date, the Registrar to the Issue may give instructions to SCSBs for unblocking the amount in
ASBA Account on unsuccessful Bid/Application and also for any excess amount blocked on
Bidding/Application.
(b) In case of Non-ASBA Bid/Applications: Within 12 Working Days of the Bid/Issue Closing
Date, the Registrar to the Issue may dispatch the refund orders for all amounts payable to

541
unsuccessful Bidders/Applicants and also for any excess amount paid on Bidding/Application,
after adjusting for allocation/ allotment to Bidders/Applicants.
(c) In case of non-ASBA Bidders/Applicants, the Registrar to the Issue may obtain from the
depositories the Bidders/Applicants bank account details, including the MICR code, on the
basis of the DP ID, Client ID and PAN provided by the Bidders/Applicants in their Bid cum
Application Forms for refunds. Accordingly, Bidders/Applicants are advised to immediately
update their details as appearing on the records of their DPs. Failure to do so may result in
delays in dispatch of refund orders or refunds through electronic transfer of funds, as
applicable, and any such delay may be at the Bidders/Applicants sole risk and neither the
Issuer, the Registrar to the Issue, the Escrow Collection Banks, or the Syndicate, may be
liable to compensate the Bidders/Applicants for any losses caused to them due to any such
delay, or liable to pay any interest for such delay. Please note that refunds, on account of our
Company not receiving the minimum subscription of 90% of the Issue, shall be credited only
to the bank account from which the Bid Amount was remitted to the Escrow Bank.
(d) In the case of Bids from Eligible NRIs, FIIs and FPIs, refunds, if any, may generally be
payable in Indian Rupees only and net of bank charges and/or commission. If so desired, such
payments in Indian Rupees may be converted into U.S. Dollars or any other freely convertible
currency as may be permitted by the RBI at the rate of exchange prevailing at the time of
remittance and may be dispatched by registered post. The Issuer may not be responsible for
loss, if any, incurred by the Bidder/Applicant on account of conversion of foreign currency.
8.3.1 Mode of making refunds for Bidders/Applicants other than ASBA Bidders/Applicants
The payment of refund, if any, may be done through various modes as mentioned below:
(e) NECSPayment of refund may be done through NECS for Bidders/Applicants having an
account at any of the centers specified by the RBI. This mode of payment of refunds may be
subject to availability of complete bank account details including the nine-digit MICR code of
the Bidder/Applicant as obtained from the Depository;
(f) NEFTPayment of refund may be undertaken through NEFT wherever the branch of the
Bidders/Applicants bank is NEFT enabled and has been assigned the Indian Financial
System Code (IFSC), which can be linked to the MICR of that particular branch. The IFSC
Code may be obtained from the website of RBI as at a date prior to the date of payment of
refund, duly mapped with MICR numbers. Wherever the Bidders/Applicants have registered
their nine-digit MICR number and their bank account number while opening and operating
the demat account, the same may be duly mapped with the IFSC Code of that particular bank
branch and the payment of refund may be made to the Bidders/Applicants through this
method. In the event NEFT is not operationally feasible, the payment of refunds may be made
through any one of the other modes as discussed in this section;
(g) Direct CreditBidders/Applicants having their bank account with the Refund Banker may
be eligible to receive refunds, if any, through direct credit to such bank account;
(h) RTGSBidders/Applicants having a bank account at any of the centers notified by SEBI
where clearing houses are managed by the RBI, may have the option to receive refunds, if
any, through RTGS; and
(i) For all the other Bidders/Applicants, including Bidders/Applicants who have not updated their
bank particulars along with the nine-digit MICR code, the refund orders may be dispatched
through speed post or registered post for refund orders. Such refunds may be made by
cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places
where Bids are received.
Please note that refunds, on account of our Company not receiving the minimum subscription of 90%

542
of the Issue, shall be credited only to the bank account from which the Bid Amount was remitted to the
Escrow Bank.
For details of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashing
such cheques, pay orders or demand drafts at other centers etc Bidders/Applicants may refer to
RHP/Prospectus.
8.3.2 Mode of making refunds for ASBA Bidders/Applicants
In case of ASBA Bidders/Applicants, the Registrar to the Issue may instruct the controlling branch of
the SCSB to unblock the funds in the relevant ASBA Account for any withdrawn, rejected or
unsuccessful ASBA Bids or in the event of withdrawal or failure of the Issue.
8.4 INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND
The Issuer may pay interest at the rate of 15% per annum if refund orders are not dispatched or if, in a
case where the refund or portion thereof is made in electronic manner, the refund instructions have not
been given to the clearing system in the disclosed manner and/or demat credits are not made to
Bidders/Applicants or instructions for unblocking of funds in the ASBA Account are not dispatched
within the 12 Working days of the Bid/Issue Closing Date.
The Issuer may pay interest at 15% per annum for any delay beyond 15 days from the Bid/ Issue
Closing Date, if Allotment is not made.
SECTION 9: GLOSSARY AND ABBREVIATIONS
Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document
may have the meaning as provided below. References to any legislation, act or regulation may be to such
legislation, act or regulation as amended from time to time.
Term Description
Allotment/ Allot/ Allotted The allotment of Equity Shares pursuant to the Issue to successful
Bidders/Applicants
Allottee An Bidder/Applicant to whom the Equity Shares are Allotted
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders/Applicants who
have been allotted Equity Shares after the Basis of Allotment has been
approved by the designated Stock Exchanges
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in SEBI ICDR Regulations, 2009.
Anchor Investor Portion Up to 60% of the QIB Category which may be allocated by the Issuer in
consultation with the BRLMs, to Anchor Investors on a discretionary basis.
One-third of the Anchor Investor Portion is reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the price at which allocation is being done to Anchor Investors
Application Form The form in terms of which the Applicant should make an application for
Allotment in case of issues other than Book Built Issues, includes Fixed Price
Issue
Application Supported by
Blocked Amount/
(ASBA)/ASBA
An application, whether physical or electronic, used by Bidders/Applicants to
make a Bid authorising an SCSB to block the Bid Amount in the specified bank
account maintained with such SCSB

543
Term Description
ASBA Account Account maintained with an SCSB which may be blocked by such SCSB to the
extent of the Bid Amount of the ASBA Bidder/Applicant
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder/Applicant Prospective Bidders/Applicants in the Issue who Bid/apply through ASBA
Banker(s) to the Issue/
Escrow Collection
Bank(s)/ Collecting
Banker
The banks which are clearing members and registered with SEBI as Banker to
the Issue with whom the Escrow Account(s) may be opened, and as disclosed
in the RHP/Prospectus and Bid cum Application Form of the Issuer
Basis of Allotment The basis on which the Equity Shares may be Allotted to successful
Bidders/Applicants under the Issue
Bid An indication to make an offer during the Bid/Issue Period by a prospective
Bidder pursuant to submission of Bid cum Application Form or during the
Anchor Investor Bid/Issue Period by the Anchor Investors, to subscribe for or
purchase the Equity Shares of the Issuer at a price within the Price Band,
including all revisions and modifications thereto. In case of issues undertaken
through the fixed price process, all references to a Bid should be construed to
mean an Application
Bid /Issue Closing Date The date after which the Syndicate, Registered Brokers and the SCSBs may not
accept any Bids for the Issue, which may be notified in an English national
daily, a Hindi national daily and a regional language newspaper at the place
where the registered office of the Issuer is situated, each with wide circulation.
Applicants/bidders may refer to the RHP/Prospectus for the Bid/ Issue Closing
Date
Bid/Issue Opening Date The date on which the Syndicate and the SCSBs may start accepting Bids for
the Issue, which may be the date notified in an English national daily, a Hindi
national daily and a regional language newspaper at the place where the
registered office of the Issuer is situated, each with wide circulation.
Applicants/bidders may refer to the RHP/Prospectus for the Bid/ Issue Opening
Date
Bid/Issue Period Except in the case of Anchor Investors (if applicable), the period between the
Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days
and during which prospective Bidders/Applicants (other than Anchor Investors)
can submit their Bids, inclusive of any revisions thereof. The Issuer may
consider closing the Bid/ Issue Period for QIBs one working day prior to the
Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations, 2009.
Applicants/bidders may refer to the RHP/Prospectus for the Bid/ Issue Period
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application
Form and payable by the Bidder/Applicant upon submission of the Bid (except
for Anchor Investors), less discounts (if applicable). In case of issues
undertaken through the fixed price process, all references to the Bid Amount
should be construed to mean the Application Amount

544
Term Description
Bid cum Application Form The form in terms of which the Bidder/Applicant should make an offer to
subscribe for or purchase the Equity Shares and which may be considered as
the application for Allotment for the purposes of the Prospectus, whether
applying through the ASBA or otherwise. In case of issues undertaken through
the fixed price process, all references to the Bid cum Application Form should
be construed to mean the Application Form
Bidder/Applicant Any prospective investor (including an ASBA Bidder/Applicant) who makes a
Bid pursuant to the terms of the RHP/Prospectus and the Bid cum Application
Form. In case of issues undertaken through the fixed price process, all
references to a Bidder/Applicant should be construed to mean an
Bidder/Applicant
Book Built Process/ Book
Building Process/ Book
Building Method
The book building process as provided under SEBI ICDR Regulations, 2009, in
terms of which the Issue is being made
Broker Centres Broker centres notified by the Stock Exchanges, where Bidders/Applicants can
submit the Bid cum Application Forms/Application Form to a Registered
Broker. The details of such broker centres, along with the names and contact
details of the Registered Brokers are available on the websites of the Stock
Exchanges.
BRLM(s)/ Book Running
Lead Manager(s)/Lead
Manager/ LM
The Book Running Lead Manager to the Issue as disclosed in the
RHP/Prospectus and the Bid cum Application Form of the Issuer. In case of
issues undertaken through the fixed price process, all references to the Book
Running Lead Manager should be construed to mean the Lead Manager or LM
Business Day Monday to Friday (except public holidays)
CAN/Confirmation of
Allotment Note
The note or advice or intimation sent to each successful Bidder/Applicant
indicating the Equity Shares which may be Allotted, after approval of Basis of
Allotment by the Designated Stock Exchange
Cap Price The higher end of the Price Band, above which the Issue Price and the Anchor
Investor Issue Price may not be finalised and above which no Bids may be
accepted
Client ID Client Identification Number maintained with one of the Depositories in
relation to demat account
Cut-off Price Issue Price, finalised by the Issuer in consultation with the Book Running Lead
Manager(s), which can be any price within the Price Band. Only RIIs, Retail
Individual Shareholders and employees are entitled to Bid at the Cut-off Price.
No other category of Bidders/Applicants are entitled to Bid at the Cut-off Price
DP Depository Participant
DP ID Depository Participants Identification Number
Depositories National Securities Depository Limited and Central Depository Services (India)
Limited

545
Term Description
Demographic Details Details of the Bidders/Applicants including the Bidder/Applicants address,
name of the Applicants father/husband, investor status, occupation and bank
account details
Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms
used by the ASBA Bidders/Applicants applying through the ASBA and a list of
which is available on
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from
the Escrow Account or the amounts blocked by the SCSBs are transferred from
the ASBA Accounts, as the case may be, to the Public Issue Account or the
Refund Account, as appropriate, after the Prospectus is filed with the RoC,
following which the board of directors may Allot Equity Shares to successful
Bidders/Applicants in the fresh Issue may give delivery instructions for the
transfer of the Equity Shares constituting the Offer for Sale
Designated Stock
Exchange
The designated stock exchange as disclosed in the RHP/Prospectus of the
Issuer
Discount Discount to the Issue Price that may be provided to Bidders/Applicants in
accordance with the SEBI ICDR Regulations, 2009.
Draft Prospectus The draft prospectus filed with SEBI in case of Fixed Price Issues and which
may mention a price or a Price Band
Employees Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and
including, in case of a new company, persons in the permanent and full time
employment of the promoting companies excluding the promoters and
immediate relatives of the promoter. For further details Bidder/Applicant may
refer to the RHP/Prospectus
Equity Shares Equity shares of the Issuer
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the
Bidders/Applicants (excluding the ASBA Bidders/Applicants) may Issue
cheques or drafts in respect of the Bid Amount when submitting a Bid
Escrow Agreement Agreement to be entered into among the Issuer, the Registrar to the Issue, the
Book Running Lead Manager(s), the Syndicate Member(s), the Escrow
Collection Bank(s) and the Refund Bank(s) for collection of the Bid Amounts
and where applicable, remitting refunds of the amounts collected to the
Bidders/Applicants (excluding the ASBA Bidders/Applicants) on the terms and
conditions thereof
Escrow Collection Bank(s) Refer to definition of Banker(s) to the Issue
FCNR Account Foreign Currency Non-Resident Account
First Bidder/Applicant The Bidder/Applicant whose name appears first in the Bid cum Application
Form or Revision Form

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Term Description
FII(s) Foreign Institutional Investors as defined under the SEBI (Foreign Institutional
Investors) Regulations, 1995 and registered with SEBI under applicable laws in
India
Fixed Price Issue/Fixed
Price Process/Fixed Price
Method
The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in
terms of which the Issue is being made
Floor Price The lower end of the Price Band, at or above which the Issue Price and the
Anchor Investor Issue Price may be finalised and below which no Bids may be
accepted, subject to any revision thereto
FPIs Foreign Portfolio Investors as defined under the Securities and Exchange Board
of India (Foreign Portfolio Investors) Regulations, 2014
FPO Further public offering
Foreign Venture Capital
Investors or FVCIs
Foreign Venture Capital Investors as defined and registered with SEBI under
the SEBI (Foreign Venture Capital Investors) Regulations, 2000
IPO Initial public offering
Issue Public Issue of Equity Shares of the Issuer including the Offer for Sale if
applicable
Issuer/ Company The Issuer proposing the initial public offering/further public offering as
applicable
Issue Price The final price, less discount (if applicable) at which the Equity Shares may be
Allotted in terms of the Prospectus. The Issue Price may be decided by the
Issuer in consultation with the Book Running Lead Manager(s)
Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This
is computed by dividing the total number of Equity Shares available for
Allotment to RIIs by the minimum Bid Lot.
MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque
leaf
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996
Mutual Funds Portion 5% of the QIB Category (excluding the Anchor Investor Portion) available for
allocation to Mutual Funds only, being such number of equity shares as
disclosed in the RHP/Prospectus and Bid cum Application Form
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NRE Account Non-Resident External Account

547
Term Description
NRI NRIs from such jurisdictions outside India where it is not unlawful to make an
offer or invitation under the Issue and in relation to whom the RHP/Prospectus
constitutes an invitation to subscribe to or purchase the Equity Shares
NRO Account Non-Resident Ordinary Account
Net Issue The Issue less reservation portion
Non-Institutional Investors
or NIIs
All Bidders/Applicants, including sub accounts of FIIs registered with SEBI
which are foreign corporate or foreign individuals and FPIs which are Category
III foreign portfolio investors, that are not QIBs or RIBs and who have Bid for
Equity Shares for an amount of more than ` 200,000 (but not including NRIs
other than Eligible NRIs)
Non-Institutional Category The portion of the Issue being such number of Equity Shares available for
allocation to NIIs on a proportionate basis and as disclosed in the
RHP/Prospectus and the Bid cum Application Form
Non-Resident A person resident outside India, as defined under FEMA and includes Eligible
NRIs, FIIs, FPIs, QFIs and FVCIs
OCB/Overseas Corporate
Body
A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission
granted to OCBs under FEMA
Offer for Sale Public offer of such number of Equity Shares as disclosed in the
RHP/Prospectus through an offer for sale by the Selling Shareholder
Other Investors Investors other than Retail Individual Investors in a Fixed Price Issue. These
include individual applicants other than retail individual investors and other
investors including corporate bodies or institutions irrespective of the number
of specified securities applied for.
PAN Permanent Account Number allotted under the Income Tax Act, 1961
Price Band Price Band with a minimum price, being the Floor Price and the maximum
price, being the Cap Price and includes revisions thereof. The Price Band and
the minimum Bid lot size for the Issue may be decided by the Issuer in
consultation with the Book Running Lead Manager(s) and advertised, at least
two working days in case of an IPO and one working day in case of FPO, prior
to the Bid/ Issue Opening Date, in English national daily, Hindi national daily
and regional language at the place where the registered office of the Issuer is
situated, newspaper each with wide circulation
Pricing Date The date on which the Issuer in consultation with the Book Running Lead
Manager(s), finalise the Issue Price
Prospectus The prospectus to be filed with the RoC in accordance with Section 60 of the
Companies Act, 1956 after the Pricing Date, containing the Issue Price, the size
of the Issue and certain other information

548
Term Description
Public Issue Account An account opened with the Banker to the Issue to receive monies from the
Escrow Account and from the ASBA Accounts on the Designated Date
Qualified Foreign
Investors or QFIs
Non-Resident investors, other than SEBI registered FIIs or sub-accounts or
SEBI registered FVCIs, who meet know your client requirements prescribed
by SEBI and are resident in a country which is (i) a member of Financial
Action Task Force or a member of a group which is a member of Financial
Action Task Force; and (ii) a signatory to the International Organisation of
Securities Commissions Multilateral Memorandum of Understanding or a
signatory of a bilateral memorandum of understanding with SEBI.
Provided that such non-resident investor shall not be resident in country which
is listed in the public statements issued by Financial Action Task Force from
time to time on: (i) jurisdictions having a strategic anti-money
laundering/combating the financing of terrorism deficiencies to which counter
measures apply; (ii) jurisdictions that have not made sufficient progress in
addressing the deficiencies or have not committed to an action plan developed
with the Financial Action Task Force to address the deficiencies
QIB Category The portion of the Issue being such number of Equity Shares to be Allotted to
QIBs on a proportionate basis
Qualified Institutional
Buyers or QIBs
As defined under SEBI ICDR Regulations, 2009
RTGS Real Time Gross Settlement
Red Herring Prospectus/
RHP
The red herring prospectus issued in accordance with Section 32 of the
Companies Act, 2013, which does not have complete particulars of the price at
which the Equity Shares are offered and the size of the Issue. The RHP may be
filed with the RoC at least three days before the Bid/Issue Opening Date and
may become a Prospectus upon filing with the RoC after the Pricing Date. In
case of issues undertaken through the fixed price process, all references to the
RHP should be construed to mean the Prospectus
Refund Account(s) The account opened with Refund Bank(s), from which refunds (excluding
refunds to ASBA Bidders/Applicants), if any, of the whole or part of the Bid
Amount may be made
Refund Bank(s) Refund bank(s) as disclosed in the RHP/Prospectus and Bid cum Application
Form of the Issuer
Refunds through electronic
transfer of funds
Refunds through NECS, Direct Credit, NEFT, RTGS or ASBA, as applicable
Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide
terminals, other than the members of the Syndicate
Registrar to the Issue/RTI The Registrar to the Issue as disclosed in the RHP/Prospectus and Bid cum
Application Form
Reserved Category/
Categories
Categories of persons eligible for making application/bidding under reservation
portion

549
Term Description
Reservation Portion The portion of the Issue reserved for category of eligible Bidders/Applicants as
provided under the SEBI ICDR Regulations, 2009
Retail Individual Investors
/ RIIs
Investors who applies or bids for a value of not more than ` 200,000.
Retail Individual
Shareholders
Shareholders of a listed Issuer who applies or bids for a value of not more than
` 200,000.
Retail Category The portion of the Issue being such number of Equity Shares available for
allocation to RIIs which shall not be less than the minimum bid lot, subject to
availability in RII category and the remaining shares to be allotted on
proportionate basis.
Revision Form The form used by the Bidders in an issue through Book Building process to
modify the quantity of Equity Shares and/or bid price indicates therein in any
of their Bid cum Application Forms or any previous Revision Form(s)
RoC The Registrar of Companies
SEBI The Securities and Exchange Board of India constituted under the Securities
and Exchange Board of India Act, 1992
SEBI ICDR Regulations,
2009
The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
Self Certified Syndicate
Bank(s) or SCSB(s)
A bank registered with SEBI, which offers the facility of ASBA and a list of
which is available on
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
Specified Locations Refer to definition of Broker Centers
Stock Exchanges/ SE The stock exchanges as disclosed in the RHP/Prospectus of the Issuer where
the Equity Shares Allotted pursuant to the Issue are proposed to be listed
Syndicate The Book Running Lead Manager(s) and the Syndicate Member
Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in
relation to collection of the Bids in this Issue (excluding Bids from ASBA
Bidders/Applicants)
Syndicate Member(s)/SM The Syndicate Member(s) as disclosed in the RHP/Prospectus
Underwriters The Book Running Lead Manager(s) and the Syndicate Member(s)
Underwriting Agreement The agreement amongst the Issuer, and the Underwriters to be entered into on
or after the Pricing Date
Working Day All days other than a Sunday or a public holiday on which commercial banks
are open for business, except with reference to announcement of Price Band
and Bid/Issue Period, where working day shall mean all days, excluding
Saturdays, Sundays and public holidays, which are working days for
commercial banks in India


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SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Capitalized terms used in this section have the meaning that has been given to such terms in the Articles of
Association of our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI Regulations, the
main provisions of the Articles of Association of our Company are detailed below:
Authorised Share Capital
Article 3 provides that The authorised Capital of the Company shall be such amount as is given in Clause V of
the memorandum of association with power to increase and reduce the capital for the time being of the
Company, into several classes and to attach thereto respectively preferential, deferred, qualified or special
rights, privileges or conditions as may be determined by or in accordance with regulations of the Company and
to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being
provided by the Company. The minimum Capital of the Company shall be ` 500,000 or such other higher
amount, as may, from time to time, be prescribed by or under the Act.
Increase, reduction and alteration in capital
Article 11 provides that The Company, at its general meeting, may, from time to time, by an ordinary
resolution, increase the capital by the creation of new Shares. Such increase in the capital shall be of such
aggregate amount and to be divided into such number of Shares of such respective amounts, as the resolution,
shall prescribe. Subject to the provisions of the Act, any Shares of the original or increased capital shall be
issued upon such terms and conditions and with such rights and privileges annexed thereto as the general
meeting, resolving upon the creation thereof, shall direct, and, in particular, such Shares may be issued with a
preferential, restricted or qualified right to Dividends, and in the distribution of assets of the Company, on
winding up, and with or without a right of voting at general meetings of the Company, in conformity with and
only in the manner prescribed by the provisions of the Act and other applicable laws. Whenever capital of the
Company has been increased under the provisions of this Article, the Directors shall comply with the applicable
provisions of the Act.
In addition, Article 12 provides that Except so far as otherwise provided by the conditions of issue or by these
Articles, any capital raised by the creation of new Shares shall be considered as part of the existing capital and
shall be subject to the provisions herein contained with reference to the payment of calls and installments,
forfeiture, lien, surrender, transfer and transmission, voting or otherwise.
Article 39 provides that The Company may purchase its own equity Shares or other Securities, as may be
specified by the Ministry of Corporate Affairs, by way of a buy-back arrangement, in accordance with Sections
68, 69 and 70 of the Companies Act, 2013, the Rules and subject to compliance with law. When the Company
buys back its own shares out of free reserves or securities premium account, a sum equal to the nominal value
of the shares so purchased shall be transferred to the securities premium account, in accordance with the
provisions of the Act.
Article 13 provides that Subject to the provisions of section 61 of the Companies Act, 2013, the Company in
general meeting, may, by ordinary resolution:
Consolidate and divide all or any of its Capital into Shares of larger amount than its existing Shares.
Sub-divide the whole or any part of its Capital into Shares of smaller amount than is fixed by the
memorandum of association, so however, that in the sub-division the proportion between the amount
paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the
shares from which the reduced share is derived.
Cancel any Shares which, at the date of passing of the resolution, have not been taken or agreed to be
taken by any person and diminish the amount of its Capital by the amount of the Shares so cancelled.

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Payment of commission and brokerage
Article 40 provides that Subject to applicable provisions of the Act and the Rules, the Company may pay a
commission to any person in consideration of: (a) his subscribing or agreeing to subscribe, whether absolutely
or conditionally, for any Shares or Debentures of the Company, or any other company; (b) his procuring or
agreeing to procure subscriptions, whether absolute or conditional, for any Shares or Debentures of the
Company.
but the rate of the commission shall not exceed in the case of Shares, five per cent of the price at which the
Shares are issued and in case of debentures, two and half per cent of the price at which the Debentures are
issued. The commission shall be paid out of the proceeds of the issue or the profit of the Company or both
Calls
Article 43 provides that Subject to the provisions of Section 49 of the Companies Act, 2013, the Directors may
from time to time and subject to applicable provisions of the Act, and the terms on which any Shares may have
be issued as well as the conditions of allotment, by a resolution passed at a meeting of the Board (and not by
circular resolution) make such calls as they think fit upon the Members in respect of all moneys unpaid on the
Shares held by them respectively and not by the conditions of allotment thereof made payable at fixed time and
each Member shall pay the amount of every call so made on him to the persons and at the times and places
appointed by the Directors. A call may be made payable by installments
Provided that the Directors shall not give the option or right to call on Shares to any person except with the
sanction of the Company in general meeting.
Article 45 provides that At least fourteen days notice in writing shall be given by the Company of every call
made payable otherwise than an allotment specifying the date, time and place of payment as well as the persons
to whom such call be paid:
Provided that before the time for payment of such call the Directors may by notice in writing to the Members,
revoke or postpone the same.
Article 46 provides that The Directors may, from time to time at their discretion extend the time fixed for the
payment of any call, and may extend such time as to all or any of the Members. The Directors may be fairly
entitled to grant such extension, but no Member shall be entitled to such extension, save as a matter of grace and
favour.
Article 48 provides that If the sum payable in respect of any call or installment be not paid on or before the day
appointed for payment thereof the holder for the time being or allottee of the Share in respect of which a call
shall have been made or the installment be due shall pay interest for the same at such rate as the Directors shall
fix from the day appointed for the payment thereof to the time of actual payment but the Directors may waive
payment of such interest wholly or in part.
Article 51 provides that (a) The Directors may, if they think fit, subject to the applicable provisions of the Act,
agree to and receive from any Member willing to advance the same, whole or any part of the moneys remaining
unpaid or any Shares held by him beyond the sums actually called for and upon the amount so paid or satisfied
in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the Shares
in respect of which such advance has been made, the Company may pay interest at such rate, as the Member
paying such sum in advance and the Directors agree upon, provided that money paid in advance of calls shall
not confer a right to participate in profits or Dividend. The Directors may at any time repay the amount so
advanced; (b) The Member shall not be entitled to any voting rights in respect of the moneys so paid by him
until the same would but for such payment become presently payable; (c) The provisions of this Article shall
mutatis mutandis apply to the calls on debentures of the Company.
Forfeiture, surrender and lien

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Article 58 provides that If a Member fails to pay any call or installment of a call or any other sum or sums on
the Shares on or before the last day appointed for the payment thereof, the Board may at any time thereafter
during such time as the call or any part of such call or installment of sums remaining unpaid, serve a notice on
him or on the person (if any) entitled to Shares by transmission requiring payment of so much of the amount as
is unpaid together with any interest which may have accrued thereon and all expenses that may have been
incurred by the Company by reason of such non-payment.
In addition, Article 61 provides that If the requirements of any such notice as aforesaid are not complied with,
every or any of the Shares in respect of which such notice has been given may, at any time thereafter before
payment of all calls or installment, interest and expenses or other money due in respect thereof, be forfeited by a
resolution of the Directors to that effect. Such forfeiture shall include all Dividends and bonus declared in
respect of the forfeited Shares and not actually paid before the forfeiture, subject to applicable provisions of the
Act. There shall be no forfeiture of unclaimed Dividends before the claim becomes barred by law
Article 62 provides that A forfeited or surrendered Share shall be deemed to be the property of the Company
and may be sold, re-allocated or otherwise disposed off either to the original holder thereof or to any other
person on such terms and in such manner as the Board may think fit and any time before a sale or disposition,
the forfeiture may be annulled on such terms as the Board may think fit.
Article 52 provides that The Company shall have a first and paramount lien: (i) on every Share/debenture (not
being a fully paid share/debenture), for all money (whether presently payable or not ) called, or payable at a
fixed time, in respect of that share/debenture; (ii) on all shares/debentures (not being fully paid
shares/debentures) standing registered in the name of a single person, for all money presently payable by him or
his estate to the Company.
Article 53 provides that Companys lien, if any, on the shares/debentures, shall extend to all Dividends payable
and bonuses declares from time to time in respect of such shares/debentures.
Article 55 provides that For the purpose of enforcing such lien, the Board may sell the shares/debentures,
subject thereto in such manner as they shall think fit, and for that purpose may cause to be issued a duplicate
certificate in respect of such shares /debentures and may authorise one of their Shareholders to execute and
register the transfer thereof on behalf of and in the name of any purchaser. The purchaser shall not be bound to
see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
Provided that no sale shall be made: (i) unless a sum in respect of which the lien exists is presently payable; or
(ii) until the expiration of 14 days after a notice in writing stating and demanding payment of such part of the
amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the
time being of the share/debenture or the person entitled thereto by reason of his death or insolvency.
The net proceeds of any such sale shall be received by the Company and applied in payment of such part of the
amount in respect of which the lien exists as is presently payable. The residue, if any, shall (subject to a like lien
for sums not presently payable as existed upon the shares/debentures before the sale) be paid to the Person
entitled to the shares /debentures at the date of the sale
Transfer and transmission of shares
Article 73 provides that No transfer shall be registered, unless a proper instrument of transfer has been
delivered to the Company. The instrument of transfer of any Share shall be in writing and all the provisions of
the Act, and of any statutory modification thereof for the time being shall be duly complied with in respect of
all transfer of Shares and registration thereof. The Company shall use a common form of transfer in all cases. In
case of transfer of Shares, where the Company has not issued any certificates and where the Shares are held in
dematerialized form, the provisions of the Depositories Act, 1996 shall apply. Every instrument of transfer shall
be duly stamped, under the relevant provisions of the law, for the time being, in force, and shall be executed by
or on behalf of the transferor and the transferee, and in the case of a Share held by two or more holders or to be
transferred to the joint names of two or more transferees by all such joint holders or by all such joint transferees,
as the case may be, and the transferor or the transferors, as the case may be, shall be deemed to remain the

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holder or holders of such Share, until the name or names of the transferee or the transferees, as the case may be,
is or are entered in the Register of Members in respect thereof.
Article 74 provides that Every instrument of transfer shall be presented to the Company duly stamped for
registration, accompanied by such evidence as the Board may require to prove the title of the transferor his right
to transfer the Shares and every registered instrument of transfer shall remain in the custody of the Company
until destroyed by order of the Board.
Where any instrument of transfer of Shares has been received by the Company for registration and the transfer
of such Shares has not been registered by the Company for any reason whatsoever, the Company shall transfer
the Dividend in relation to such Shares to a special account unless the Company is authorized by the registered
holder of such Shares, in writing, to pay such Dividend to the transferee and will keep in abeyance any offer of
right Shares and/or bonus Shares in relation to such Shares.
Article 80 provides that In the case of the death of any one or more of the persons named in the Register of
Members as the joint holders of any Share, the survivor or survivors shall be the only persons recognised by the
Company as having any title to or interest in such Share, but nothing herein contained shall be taken to release
the estate of a deceased joint holder from any liability on Shares held by him jointly with any other person.
In addition, Article 84 provides that Subject to the provisions of the Act, a person entitled to a Share by
transmission shall, subject to the right of the Directors to retain such Dividend or money as hereinafter
provided, be entitled to receive and may be given a discharge for, any Dividends or other moneys payable in
respect of the Share, provided that the Board may at any time give a notice requiring any such person to elect
either to be registered himself or to transfer the Share and if the notice is not complied with within 90 days, the
Board may thereafter withhold payment of all Dividends, bonus or other moneys payable in respect of such
Share, until the requirements of notice have been complied with.
Borrowing Powers
Article 113 provides that The Directors may from time to time but with such consent of the Company in
general meeting as may be required under the Act borrow any sum or sums of money for the purpose of the
Company.
Article 114 provides that Subject to the applicable provisions of the Act, the Directors may, from time to time
at their discretion, raise or borrow or secure the payment of such sum or sums for the purpose of the Company
by the issue of, perpetual or redeemable debentures, including debentures convertible into Shares of this or any
other Company or perpetual annuities, or debenture-stock and to secure any such money so borrowed, raised or
received, mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Company
(both present and future) including its uncalled capital by special assignment or otherwise or to transfer or
convey the same absolutely or in trust and to give the lenders powers of sale and other powers as may be
expedient and to purchase, redeem or pay off any such securities. Provided that every resolution passed by the
Company in general meeting in relation to the exercise of the power to borrow as stated shall specify the total
amount up to which moneys may be borrowed by the Board Directors.
In addition, Article 116 provides that Subject to provisions of the above sub-clause, the Directors may, from
time to time, at their discretion, raise or borrow or secure the repayment of any sum or sums of money for the
purposes of the Company, at such time and in such manner and upon such terms and conditions in all respects
as they think fit, and in particular, by promissory notes or by receiving deposits and advances with or without
security or by the issue of bonds, perpetual or redeemable debentures (both present and future) including its
uncalled capital for the time being or by mortgaging or charging or pledging any lands, buildings, goods or
other property and securities of the Company, or by such other means as they may seem expedient.
Conversion of shares into stock
Article 102 provides that The Company, by an ordinary resolution in general meeting, may covert any fully
paid up Shares into stock, or may, at any time, reconvert any stock into fully paid up Shares of any
denomination. When any Shares shall have been converted into stock, the several holders of such stock may

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thenceforth transfer their respective interests therein, or any part of such interest, in the same manner and,
subject to the same regulations as, and subject to which, the Shares in the Company from which the stock arise
may be transferred or as near thereto as circumstances will admit. But the Directors may, from time to time, if
they think fit, fix the minimum amount of stock transferable, and restrict or forbid the transfer of fractions of
that minimum, but with full power nevertheless, at their discretion, to waive such rules in any particular case so,
however such minimum shall not exceed the nominal amount of Shares from which the stock arose. The notice
of such conversion of Shares into stock or reconversion of stock into Shares shall be filed with the Registrar of
Companies as provided in the Act.
Convening Meeting
Article 122 provides that The Statutory Meeting of the Company shall be held at such place and time (not less
than one month nor more than six months from the date at which the Company is entitled to commence
business) as the Directors may determine.
In addition, Article 125 provides that The Company shall, in addition to any other meetings hold a general
meeting as its Annual General Meeting at the intervals and in accordance with the provisions of the Act. Any
meeting, other than Annual General Meeting, shall be called Extra-ordinary General Meeting.
Not more than 15 (Fifteen) months or such other period, as may be prescribed, from time to time, under the Act,
shall lapse between the date of one Annual General Meeting and that of the next. Nothing contained in the
foregoing provisions shall be taken as affecting the right conferred upon the Registrar under the provisions of
the Act to extend time within which any Annual General Meeting may be held.
Every Annual General Meeting shall be called for a time during business hours, that is between 9 a.m. and 6
p.m. on a day that is not a national holiday (as defined in the Act), and shall be held at the registered office of
the Company or at some other place within the city, town or village in which the registered office of the
Company is situated, as the Board may think fit.
Every Member of the Company shall be entitled to attend, either in person or by proxy, and by way of a postal
ballot whenever and in the manner as may permitted or prescribed under the provisions of the Act, and the
Auditors to the Company, who shall have a right to attend and to be heard, at any general meeting which he
attends, on any part of the business, which concerns him as the Auditors to the Company. further, the Directors,
for the time being, of the Company shall have a right to attend and to be heard, at any general meeting, on any
part of the business, which concerns them as the Directors of the Company or generally the management of the
Company.
At every Annual General Meeting of the Company, there shall be laid, on the table, the Directors Report and
Audited Statements of Account, Auditors Report, the proxy register with forms of proxies, as received by the
Company, and the Register of Directors Share holdings, which Register shall remain open and accessible
during the continuance of the meeting, and therefore, In terms of the applicable provisions of the Act, the
Annual General Meeting shall be held within six months after the expiry of such financial year. The Board of
Directors shall prepare the Annual List of Members, Summary of the Share Capital, Balance Sheet and Profit
and Loss Account and forward the same to the Registrar in accordance with the applicable provisions of the
Act.
Votes of Members
Article 145 provides that No Member shall be entitled to vote either personally or by proxy at any general
meeting or meeting of a class of shareholders either upon a show of hands or upon a poll in respect of any
Shares registered in his name on which any calls or other sums presently payable by him have not been paid or
in regard to which the Company has, or has exercised, any right of lien. No member shall be entitled to vote at a
general meeting unless all calls or other sums presently payable by him have been paid, or in regard to which
the Company has lien or has exercised any right of lien.
In addition, Article 146 provides that Subject to the provisions of these Articles and without prejudice to any
special privileges or restrictions as to voting, for the time being, attached to any class of Shares, for the time

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being, forming part of the capital of the Company, every Member, not disqualified by the last preceding Article
shall be entitled to be present, speak and vote at such meeting, and, on a show of hands, every Member holding
equity Shares and present in person, shall have one vote and, upon a poll, the voting right of every Member
present in person or by proxy shall be in proportion to his Share of the paid-up equity share capital of the
Company. Provided, however, if any preference shareholder be present at any meeting of the Company, save as
provided under the applicable provisions of the Act, he shall have a right to vote only on resolutions, placed
before the meeting, which directly affect the rights attached to his preference Shares.
Directors
Article 161 provides that Until otherwise determined by a special resolution in a General Meeting, the number
of Directors shall not be less than three and not more than fifteen.
Article 163 (a) provides that The Board may appoint any person as a nominee director pursuant to the
provisions of the Act. Without prejudice to the generality of the above, so long as any moneys remain owing by
the Company to the lender remains outstanding, and if the loan or other agreement with such lender so provides,
the lender shall have a right to appoint from time to time any person or persons as a Director or Directors
whole- time or non whole- time (which Director or Director/s is/are hereinafter referred to as Nominee
Directors/s) on the Board of the Company and to remove from such office any person or person so appointed
and to appoint any person or persons in his /their place(s).
Article 165 provides that Subject to the applicable provisions of the Act, the Board may appoint an alternate
director to act for a director (hereinafter called the Original Director) during his absence for a period of not
less than 3 (Three) months or such other period as may be, from time to time, prescribed under the Act, from
India. An alternate director appointed, under this Article, shall not hold Office for a period longer than that
permissible to the Original Director in whose place he has been appointed and shall vacate Office, if and when
the Original Director returns to India. If the term of Office of the Original Director is determined before he so
returns to India, any provisions in the Act or in these Articles for the automatic re-appointment of a retiring
director, in default of another appointment, shall apply to the original director and not to the alternate director.
Article 168 provides that Subject to the provisions of the Act, the Board shall have power, at any time and
from time to time, to appoint any other qualified person to be an Additional Director, but so that the number of
Directors and Additional Directors shall not, at any time, exceed the maximum fixed under these Articles. Any
such Additional Director shall hold Office only upto the date of the next Annual General Meeting of the
Company or the last date on which the Annual General Meeting should have been held, whichever is earlier,
and shall be eligible for appointment by the Company as a Director until such date, subject to provisions of the
Act.
Article 171(a) provides that Subject to the provisions of the Act and subject to such sanction of Central
Government\Financial Institutions as may be required for the purpose, a managing director or Director who is in
the whole-time employment of the Company may be paid remuneration either by way of a monthly salary,
perquisites, commission or at a specified percentage of the net profits of the Company or partly by one way and
partly by the other, or in any other manner, as may be determined from time to time, by the Company in general
meeting.
Article 171 (b) provides that Subject generally to the provisions of the Act, and, in the case of the managing
director, subject to the provisions of the Articles hereinbelow, as may be applicable, the Board shall have power
to pay such remuneration to a director for his services, Whole-time or otherwise, rendered to the Company or
for services of a professional or other nature rendered by him, as may be determined by the Board. Such
remuneration may be paid in accordance with the provisions of the Act.
Key Managerial Personnel/Managing Director/Whole-Time Director
Article 235 provides that Subject to the provisions of the Act and with such sanction of the Central
Government as may be required thereunder, and subject to the provisions of these Articles, the Board shall have
power to appoint, from time to time, one or more of the Directors to the office of any Key Managerial Personnel
including managing directors and/or whole time Directors of the Company for such term, and subject to such

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remuneration, terms and conditions as the Board thinks fit, and subject to the provisions of the succeeding
Article hereof, the Board may, by resolution, vest in such Key Managerial Personnel, managing directors or
whole time Directors such of the powers hereby vested in the Board generally, as it thinks fit, subject to its
supervision and control, and such powers may be made exercisable for such period or periods; and upon such
conditions and subject to such restrictions, as it may determine and the Board may from time to time revoke,
withdraw, alter or vary all or any such powers. Subject to the provisions of the Act and subject to such sanction
of Central Government/Financial Institutions as may be required for the purpose, the remuneration of a Key
Managerial Personnel or managing director may be by way of salary and/or allowances, commission or
participation in profits or perquisites of any kind, nature or description, or by any or all of these modes, or by
any other mode(s).
In addition, Article 237 provides that Subject to the superintendence, directions and control of the Board, Key
Managerial Personnel, the managing directors or whole time Directors shall have the management of the whole
of the business of the Company and of all its affairs and shall exercise all powers and perform all duties in
relation to the management of the affairs and transactions of Company, except such powers and duties as are
required by law or by the provisions of these Articles to be exercised or performed by resolutions passed only at
meetings of the Board or at general meetings of the Company.
Proceedings of Board of Directors
Article 197 provides that The Directors may meet together as a Board for the dispatch of business, from time
to time, and shall so meet at least once in every 3 (Three) months for the dispatch of business and at least 4
(Four) such meetings shall be held in every year. The Directors may adjourn and otherwise regulate their
meetings and proceedings as they think fit, subject to the applicable provisions of the Act.
In addition, Article 200 provides that Subject to the applicable provisions of the Act, the quorum for a meeting
of the Board shall be one-third of its total strength, excluding Directors, if any, whose places may be vacant at
the time, and any fraction contained in that one-third being rounded off as one, or two directors, whichever is
higher, provided that where, at any time, the number of interested directors exceeds or is equal to two-thirds of
the total strength the number of the remaining directors, that is to say, the number of directors who are not
interested, present at the meeting, being not less than two, shall be the quorum, during such time. The total
strength of the Board shall mean the number of Directors actually holding office as Directors on the date of the
resolution or meeting, that is to say, the total strength of Board after deducting there from the number of
Directors, if any, whose places are vacant at the time. The term interested director shall have the meaning
assigned to such terms under Section 2(49) of the Companies Act, 2013. Participation of the directors by video
conferencing or by other audio visual means shall also be counted for the purposes of the quorum.
Article 209 provides that No resolution shall be deemed to have been duly passed by the Board or by a
Committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary
papers, if any, to all the directors or to all the members of the Committee, then in India, not being less in
number than the quorum fixed for a meeting of the Board or Committee, as the case may be, and to all other
directors or members of the Committee, at their usual addresses in India and has been approved, in writing, by
such of the directors or members of the Committee as are then in India, or by a majority of such of them, as are
entitled to vote on the resolution.
Dividends
Article 218 provides that The profits of the Company, subject to any special rights relating thereto created or
authorised to be created by these Articles, and further subject to the provisions of these Articles as to the
Reserve Fund, shall be divisible among the Members in proportion to the amount of capital paid up or credited
as paid up on the Shares held by them respectively as on the relevant date for determining Members entitled to
such Dividend. Where capital is paid in advance of calls, such capital, whilst carrying interest, shall not confer a
right to Dividends or participate in the profits, even if subsequently declared.
Article 219 provides that, The Company, in general meeting, may declare that Dividends be paid to the
Members according to their respective rights, but no Dividends shall exceed the amount recommended by the
Board, but the Company may, in general meeting, declare a smaller Dividend than was recommended by the

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Board.
Article 220 provides that Subject to the applicable provisions of the Act, no Dividend shall be declared or paid
otherwise than (i) out of profits of the financial year arrived at after providing for depreciation in accordance
with the provisions of the Act or out of the profits of the Company for any previous financial year or years
arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or
out of both ; or (ii) out of money provided by the Central Government or a State Government for the payment of
Dividend by the Company in pursuance of a guarantee given by the Government.
Provided that the Company may, before the declaration of any Dividend in any financial year, transfer such
percentage of its profits for that financial year as it may consider appropriate to the reserves of the Company.
Provided further that where, owing to inadequacy or absence of profits in any financial year, any company
proposes to declare Dividend out of the accumulated profits earned by it in previous years and transferred by the
Company to the reserves, such declaration of Dividend shall not be made except in accordance with such rules
as may be prescribed in this behalf.
Article 222 provides that The Board may, from time to time, pay to the Members such interim dividend, during
any financial year out of the surplus in the profit and loss account and out of profits of the financial year in
which such interim dividend is sought to be declared. Provided that in case of a loss during the current financial
year up to the end of the quarter immediately preceding the date of declaration of interim dividend, such interim
dividend shall not be declared at a rate higher than the average dividends declared by the Company during the
immediately preceding three financial years.
Capitalisation
Article 217 (a) provides that The Company in general meeting may, upon the recommendation of the Board,
resolve: (a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of
any of the Companys reserve accounts, or to the credit of the profit and loss account, or otherwise available for
distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in this Article
below amongst the Members who would have been entitled thereto, if distributed by way of Dividend and in the
same proportions. The sum aforesaid shall not be paid in cash but shall be applied either in or towards: (A)
paying up any amounts for the time being unpaid on any shares held by such Members respectively; (B) paying
up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid-up, to and
amongst such Members in the proportions aforesaid; (C) partly in the way specified in sub-clause (A) and partly
in that specified in sub-clause (B); (D) a securities premium account and a capital redemption reserve account
may, for the purposes of this Article, be applied in the paying up of unissued shares to be issued to Members of
the Company as fully paid bonus shares; or (E) the Board shall give effect to the resolution passed by the
company in pursuance of this Article.
Winding up
Article 254 (a) provides that If the Company shall be wound up, whether voluntarily or otherwise, the
liquidator may with the sanction of a special resolution of the Company and any other sanction required by the
Act, divide amongst the contributories in specie or kind the whole or any part of the assets of the Company
whether they shall consist of property of the same kind or not.
Indemnity
Article 264 (a) provides that Subject to the applicable provisions of the Act, the managing director and every
Director, manager, Secretary and other officers or employees of the Company shall be indemnified by the
Company against any liability and it shall be the duty of the Directors out of the funds of the Company to pay
all costs, losses and expenses (including travelling expenses) which such managing director, Director, manager,
Secretary and other officer or employee may incur or become liable to, by reason of any contract entered into or
act or deed done by him as such managing director, Director, manager, Secretary, officer, or employee or in any
way in the discharge of his duties and the amount for which such indemnity is provided, shall immediately
attach a lien on the property of the Company and have priority between the Members over all other claims.

558
Article 264 (b) provides that Subject as aforesaid, the managing director and every Director, manager,
Secretary or other officer and employees of the Company shall be indemnified against any liability incurred by
him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in
which he is acquitted or discharged or in connection with any application under the applicable provisions of the
Act in which relief is given to him by the Court.
Secrecy
Article 263 (a) provides that Every Director, managing director, whole time director, manager, Secretary,
auditor, trustee, member of a committee, officer, servant, agent, accountant or other person employed in the
business of the Company shall, if so required by the Directors before entering upon his duties, or any time
during his office, sign a declaration pledging himself to observe a strict secrecy respecting all transactions of the
Company with its customers and the state of accounts with individuals and in matters relating thereto, and shall,
by such declaration, pledge himself not to reveal any of the matters which may come to his knowledge in the
discharge of his duties except when required so to do by the Directors or by any Meeting or by a competent
court of law and except so far as may be necessary in order to comply with any of the provisions in these
Articles or law.




559
SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not
being contracts entered into in the ordinary course of business carried on by our Company or contracts entered
into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed
material have been attached to the copy of the Red Herring Prospectus delivered to RoC for registration. Copies
of these contracts and also the documents for inspection referred to hereunder, may be inspected at the
Registered Office between 10.00 a.m. and 5.00 p.m. on all Working Days from the date of the Red Herring
Prospectus until the Bid/Issue Closing Date.

A. Material Contracts for the Issue


1. Issue Agreement dated September 29, 2014 between our Company and the BRLMs.

2. Memorandum of Understanding dated September 9, 2014 between our Company and the Registrar to the
Issue.

3. Escrow Agreement dated [] between our Company, the BRLMs, the Escrow Collection Bank, the
Syndicate Members and the Registrar to the Issue.

4. Syndicate Agreement dated [] between our Company, the BRLMs and Syndicate Members.

5. Underwriting Agreement dated [] between our Company, the BRLMs and the Syndicate Members and
the Registrar to the Issue.

B. Material Documents in relation to the Issue

1. Certified copies of the updated Memorandum and Articles of Association of our Company as amended
from time to time.

2. Certificate of incorporation dated August 8, 2002 upon incorporation, certificate of incorporation dated
November 28, 2011 pursuant to change of name to MEP Infrastructure Developers Private Limited and
fresh Certificate of Incorporation dated September 8, 2014, upon change of name pursuant to conversion
into a public company.

3. Resolutions of the Board of Directors dated September 9, 2014 in relation to this Issue and other related
matters.

4. Shareholders resolution dated September 15, 2014 in relation to this Issue and other related matters.

5. Board resolution dated August 11, 2014 and shareholders resolution dated August 14, 2014 for
appointment of Jayant D. Mhaiskar as the Vice Chairman and Managing Director.

6. The reports of the Joint Statutory Auditors, on our Companys Restated Standalone Financial
Information and Restated Consolidated Financial Information, included in this Draft Red Herring
Prospectus.
7. Statement of Tax Benefits dated September 15, 2014 from our Joint Statutory Auditors.

8. Copies of annual reports of our Company for fiscal 2010, 2011, 2012, 2013 and 2014.

9. Consent of Directors, Joint Statutory Auditors, BRLMs, Syndicate Members*, CRISIL, in relation to the
CRISIL Report, Legal Counsel to our Company as to Indian law, Legal Counsel to the Underwriters as

560
to Indian law, Registrar to the Issue, Escrow Collection Bank*, Refund Bank(s)*, Bankers to our
Company, Company Secretary and Compliance Officer and Chief Financial Officer as referred to in their
specific capacities.

10. Consent of the Joint Statutory Auditors to include their names as experts in relation to their reports on
the Restated Consolidated Financial Information and the Restated Standalone Financial Information
dated September 19, 2014, the Restated Financial Information and the statement of tax benefits dated
September 15, 2014 included in this Draft Red Herring Prospectus.

11. Due Diligence Certificate dated September 29, 2014 addressed to SEBI from the BRLMs.

12. In principle listing approvals dated [] and [] issued by the BSE and the NSE respectively.

13. Tripartite Agreement dated [] between our Company, NSDL and Registrar to the Issue.

14. Tripartite Agreement dated August 22, 2014 between our Company, CDSL and Registrar to the Issue.

15. SEBI observation letter no. [] dated [].
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or
modified at any time if so required in the interest of our Company or if required by the other parties, without
reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other
relevant statutes.

*The aforesaid will be appointed prior to filing of the Red Herring Prospectus with RoC and their consents
would be obtained prior to the filing of the Red Herring Prospectus with RoC.

561
DECLARATION

We hereby declare that all relevant provisions of the Companies Act and the rules / guidelines issued by the
Government or the regulations or guidelines issued by SEBI, established under section 3 of the SEBI Act, as the
case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary
to the provisions of the Companies Act, the SCRA, the SEBI Act or rules or regulations made thereunder or
guidelines issued, as the case may be. We further certify that all the statements in this Draft Red Herring
Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY


Dattatray P. Mhaiskar
(Chairman, NonIndependent and Non-Executive Director)


________________________

Jayant D. Mhaiskar
(Vice Chairman and Managing Director)


________________________

Anuya J. Mhaiskar
(Non-Independent and Non-Executive Director)


________________________

Murzash Manekshana
(Executive Director)


________________________

Deepak Chitnis
(Independent Director)


________________________

Khimji Pandav
(Independent Director)


________________________

Vijay Agarwal
(Independent Director)


________________________

Preeti Trivedi
(Independent Director)


________________________



SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY


M. Sankaranarayanan
(Chief Financial officer)




_______________________



Date: September 29, 2014
Place: Mumbai