Capital Advisors

678 Pages·2014·6.06 MB·English

Draft Letter of Offer
March 27, 2014
For Equity Shareholders of our Company only
IL&FS ENGINEERING AND CONSTRUCTION COMPANY LIMITED AND REDUCED
IL&FS Engineering and Construction Company Limited and reduced (the “Company”) was originally incorporated as Satyam Constructions Private Limited
on May 6, 1988 under the Companies Act. For further details of the change in name and registered office of our Company, please see chapter titled
“History and Other Corporate Matters” beginning on page 153 of this Draft Letter of Offer.
Registered Office: Door No 8-2-120/113/3/4F, Sanali Info Park, Cyber Towers, Road No. 2, Banjara Hills, Hyderabad 500 033
Tel: [phone] Fax: [phone]
Contact Person: Mr G Venkateswar Reddy, Company Secretary and Compliance Officer
E-mail:[email protected];Website: www.ilfsengg.com
OUR PROMOTER : INFRASTRUCTURE LEASING & FINANCIAL SERVICES LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY ONLY
ISSUE OF [] EQUITY SHARES WITH A FACE VALUE OF ` 10 EACH FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE INCLUDING
A PREMIUM OF ` [] PER EQUITY SHARE (“RIGHTS ISSUE EQUITY SHARES”) FOR AN AMOUNT AGGREGATING UP TO `300 CRORE
ON A RIGHTS BASIS TO THE EXISTING ELIGIBLE EQUITY SHAREHOLDERS OF IL&FS ENGINEERING AND CONSTRUCTION
COMPANY LIMITED AND REDUCED (THE “COMPANY” OR THE “ISSUER”) IN THE RATIO OF [] EQUITY SHARES FOR EVERY
[] FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT
IS ON [] (THE “ISSUE”). THE ISSUE PRICE OF EACH RIGHTS ISSUE EQUITY SHARE IS [] TIMES THE FACE VALUE OF EQUITY
SHARE. FOR FURTHER DETAILS, PLEASE SEE CHAPTER TITLED “TERMS OF THE ISSUE” BEGINNING ON PAGE 429 OF THIS DRAFT
LETTER OF OFFER.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to
take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking
an investment decision, Investors must rely on their own examination of the Company and the Issue including the risks involved. The Equity Shares being
offered in the Issue have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy
or adequacy of this Draft Letter of Offer. Specific attention of Investors is invited to the chapter titled “Risk Factors” beginning on page 14 of this
Draft Letter of Offer before making an investment in the Issue.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer 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 Letter of Offer 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 Letter of Offer as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect.
LISTING
The existing Equity Shares are listed on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (together the “Stock
Exchanges”). We have received “in-principle” approval from the BSE and the NSE for listing the Rights Issue Equity Shares arising from the Issue vide
letters dated [] and [], respectively. For the purposes of the Issue, the designated stock exchange is [].
LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE
Capital Advisors
Edelweiss Financial Services Limited IL&FS Capital Advisors Limited# Karvy Computershare Private Limited
Edelweiss House Off. C.S.T. Road, Kalina The IL&FS Financial Centre, No. 17-24, Vittalrao Nagar, Madhapur
Mumbai, 400 098 Plot C-22, G Block, Bandra Kurla Complex Hyderabad - 500 081
Tel:[phone] Fax:[phone] Bandra (East), Mumbai 400 051 Toll Free No: 1-800-3454001
Website:www.edelweissfin.com Tel: + 91 22 2659 3560 Fax: + 91 22 2659 2966 Tel: [phone]
E-mail:[email protected] Website:www.ilfscapital.com Fax: [phone]
Investor Grievance E-mail:customerservice. E-mail:[email protected] Website: www.karvycomputershare.com
[email protected] Investor Grievance E-mail:investorgrievances.icap@ Email: [email protected]
Contact Person: Ms. Neetu Ranka/ ilfsindia.com Investor Grievance Email: il&[email protected]
Mr. Umang Poddar Contact Person: Mr. Bhavin Ranawat/ Mr. Saumya Shah Contact Person: Mr. M Murali Krishna
SEBI Registration No.: INM0000010650 SEBI Registration No.: INM000011955 SEBI Registration No: INR000000221
LAST DATE FOR REQUEST FOR SPLIT
ISSUE OPENS ON ISSUE CLOSES ON
APPLICATION FORMS
[] [] []
#IL&FS Capital Advisors Limited is an associate of the Company as per the SEBI Merchant Bankers Regulations. IL&FS Capital Advisors Limited has signed the due diligence
certificate and accordingly has been disclosed as a Lead Manager. Further, in compliance with the proviso of Regulation 21A of SEBI Merchant Bankers Regulations and Regulation
5(3) of the SEBI ICDR Regulations, IL&FS Capital Advisors Limited would be involved only in the marketing of the Issue.
TABLE OF CONTENTS

SECTION I – GENERAL .................................................................................................................................. 1

DEFINITIONS AND ABBREVIATIONS ..................................................................................................................... 1

NOTICE TO OVERSEAS SHAREHOLDERS ............................................................................................................ 7

PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA ........................................ 9

FORWARD LOOKING STATEMENTS ................................................................................................................... 13
SECTION II - RISK FACTORS ..................................................................................................................... 14

RISK FACTORS ........................................................................................................................................................... 14
SECTION III - INTRODUCTION ................................................................................................................. 53

SUMMARY OF INDUSTRY ....................................................................................................................................... 53

SUMMARY OF BUSINESS ......................................................................................................................................... 58

SUMMARY OF FINANCIAL INFORMATION ....................................................................................................... 61

THE ISSUE .................................................................................................................................................................... 73

GENERAL INFORMATION ...................................................................................................................................... 74

CAPITAL STRUCTURE ............................................................................................................................................. 80
SECTION IV – PARTICULARS OF THE ISSUE ........................................................................................ 99

OBJECTS OF THE ISSUE ........................................................................................................................................... 99

BASIS OF ISSUE PRICE ........................................................................................................................................... 106

STATEMENT OF TAX BENEFITS .......................................................................................................................... 108
SECTION V – ABOUT US ............................................................................................................................ 117

INDUSTRY OVERVIEW .......................................................................................................................................... 117

OUR BUSINESS .......................................................................................................................................................... 130

REGULATIONS AND POLICIES ............................................................................................................................ 147

HISTORY AND OTHER CORPORATE MATTERS ............................................................................................. 153

MANAGEMENT ........................................................................................................................................................ 174

OUR PROMOTER ..................................................................................................................................................... 191

GROUP COMPANIES ............................................................................................................................................... 195

RELATED PARTY TRANSACTIONS .................................................................................................................... 288

DIVIDEND POLICY .................................................................................................................................................. 289
SECTION VI – FINANCIAL INFORMATION .......................................................................................... 290

FINANCIAL STATEMENTS .................................................................................................................................... 290
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS ............................................................................................................................................................ 291

MARKET PRICE INFORMATION ......................................................................................................................... 317

FINANCIAL INDEBTEDNESS ................................................................................................................................ 319
SECTION VII – LEGAL AND OTHER INFORMATION ........................................................................ 328

OUTSTANDING LITIGATION AND DEFAULTS ................................................................................................ 328

GOVERNMENT AND OTHER APPROVALS ....................................................................................................... 400

OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................... 417
SECTION VIII – OFFERING INFORMATION ........................................................................................ 429

TERMS OF THE ISSUE............................................................................................................................................. 429

TERMS OF THE ARTICLES OF ASSOCIATION ................................................................................................. 462

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................ 481
DECLARATION............................................................................................................................................ 483
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS

In this Draft Letter of Offer, unless the context otherwise requires, the terms defined and abbreviations
expanded herein below shall have the same meaning as stated in this chapter.

In this Draft Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to the
“Company”, are references to IL&FS Engineering and Construction Company Limited and reduced. References
to “we”, “us” and “our” are references to IL&FS Engineering and Construction Company Limited and reduced
along with its Subsidiaries, Joint Ventures and associates on a consolidated basis. References to “you” are to the
prospective investors in the Issue.

Conventional / General Terms

Term Description
AIF A fund in terms of section 2(1)(b) of the Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012
Act/ Companies Act Companies Act, 1956 , as amended (without reference to the sections thereof that
have ceased to have effect upon notification of sections of the Companies Act,
2013) (the “Companies Act, 1956”) read with the applicable provisions of the
Companies Act, 2013, to the extent notified and in effect (the “Companies Act,
2013”), and together with the Companies Act, 1956, the “Companies Act”)
Depositories Act The Depositories Act, 1996 and amendments thereto
Depository A depository registered with SEBI under the SEBI (Depositories and Participant)
Regulations, 1996, as amended
Depository Participant/ A depository participant as defined under the Depositories Act
DP
IT Act The Income Tax Act, 1961 and amendments thereto
Mutual Fund/ MF A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
1996
SEBI Act Securities and Exchange Board of India Act, 1992 and amendments thereto
SEBI ICDR Regulations The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and
amendments thereto
Takeover Code The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as
amended
Takeover Regulations The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as
amended

Issue related terms

Term Description
Abridged Letter of Offer The abridged letter of offer to be sent to the Eligible Equity Shareholders with
respect to this Issue in accordance with SEBI ICDR Regulations
Allot/ Allotted/ Unless the context requires, the allotment of Rights Issue Equity Shares pursuant to
Allotment the Issue
Allottees Persons to whom Rights Issue Equity Shares are issued pursuant to the Issue
Application Unless the context otherwise requires, refers to an application for Allotment of
Rights Issue Equity Shares in this Issue
Application Supported The application (whether physical or electronic) used by an ASBA investor to make
by Blocked Amount/ an application authorizing the SCSB to block the amount payable on application in
ASBA their specified bank account
ASBA Account Account maintained by an ASBA Investor with a SCSB which will be blocked by
such SCSB to the extent of the appropriate amount in relation to an application by
an ASBA Investor
ASBA Investor Eligible Equity Shareholders proposing to subscribe to the Issue through ASBA
process and:
a. Who are holding our Equity Shares in dematerialized form as on the Record
Date and have applied for their Rights Entitlements and/ or additional Equity
1
Term Description
Shares in dematerialized form;
b. Who have not renounced their Rights Entitlements in full or in part;
c. Who are not Renouncees; and
d. Who are applying through blocking of funds in a bank account maintained with
SCSBs
All (i) QIBs, (ii) Non-Insitutional Investors, and (iii) other investors whose
application value exceeds ` 200,000, complying with the above conditions, must
mandatorily invest through the ASBA process
Bankers to the Issue [(cid:1)]
Composite Application The form used by an Investor to make an application for the Allotment of Rights
Form / CAF Issue Equity Shares in the Issue
Consolidated Certificate In case of holding of Equity Shares in physical form, the certificate that we would
issue for the Rights Issue Equity Shares Allotted to one folio
Controlling Branches/ Such branches of the SCSBs which coordinate with the Lead Managers, the
Controlling Branches of Registrar to the Issue and the Stock Exchanges, a list of which is available on
the SCSBs http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries
and/or such other website(s) as may be prescribed by the SEBI / Stock Exchange(s)
from time to time
Designated Stock [(cid:1)]
Exchange
Designated Branches Such branches of the SCSBs which shall collect application forms used by ASBA
Investors and a list of which is available on
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries
and/or such other website(s) as may be prescribed by the SEBI / Stock Exchange(s)
from time to time
Draft Letter of Offer This Draft Letter of Offer dated March 27, 2014 filed with SEBI and issued by our
Company in accordance with the SEBI ICDR Regulations
Equity Share(s) Equity shares of our Company having a face value of `10 each unless otherwise
specified in the context thereof
Equity Shareholder(s) The holders of Equity Shares of our Company
Eligible Equity The holders of Equity Shares as on the Record Date i.e. [(cid:1)], 2014
Shareholder(s)
Group Companies Includes those companies, firms and ventures that are promoted by our Promoters,
irrespective of whether these entities are covered under Section 370(1)(B) of the
Companies Act
Investor(s) Eligible Equity Shareholders and/or Renouncees applying in the Issue
Issue/ Rights Issue Issue of [(cid:1)] Equity Shares with a face value of `10 each for cash at a price of ` [(cid:1)]
per Equity Share including a premium of ` [(cid:1)] per Equity Share for an amount
aggregating up to ` 300 crore on a rights basis to the Eligible Equity Shareholders
in the ratio of [(cid:1)] Equity Share(s) for every [(cid:1)] fully paid-up Equity Share(s) held
by the existing Equity Shareholders on the Record Date. The issue price is [(cid:1)]
times the face value of the Equity Shares. The Issue includes a right exercisable by
the Eligible Equity Shareholders to renounce the Rights Issue Equity Shares offered
to them, either in full or in part, in favour of any other person or persons
Issue Closing Date [(cid:1)]
Issue Opening Date [(cid:1)]
Issue Price ` [(cid:1)] per Rights Issue Equity Share
Issue Proceeds The proceeds of the Issue that are available to us
Issue Size The issue of [(cid:1)] Equity Shares aggregating up to ` 300 crore
Lead Managers Edelweiss Financial Services Limited and IL&FS Capital Advisors Limited
Letter of Offer The final letter of offer to be filed with the Stock Exchanges after incorporating the
observations received from the SEBI on this Draft Letter of Offer
Listing Agreement The listing agreement entered into between the Company and the Stock Exchanges
Master Restructuring The Master Restructuring Agreement dated September 27, 2010 with ICICI Bank,
Agreement / MRA Allahabad Bank, Bank of Maharashtra, Bank of India, IDBI Bank, Indian Overseas
Bank, Punjab National Bank, State Bank of Hyderabad, State Bank of India and
Vijaya Bank
2
Term Description
Net Proceeds The Issue Proceeds less the Issue related expenses. For further details, please see
chapter titled “Objects of the Issue” beginning on page 99 of this Draft Letter of
Offer
Non-Institutional All Investors, whether resident in India or otherwise, including sub-accounts of FIIs
Investors registered with SEBI, FPIs, which are foreign corporate or foreign individuals, that
are not QIBs or Retail Individual Investors and who have applied for Rights Issue
Equity Shares for a cumulative amount of more than ` 200,000
Qualified Foreign Qualified Foreign Investor as defined under the Securities and Exchange Board
Investors / QFIs of India (Foreign Portfolio Investors) Regulations, 2014 (as amended), registered
with SEBI under applicable laws in India. A Qualified Foreign Investor may buy,
sell or otherwise continue to deal in securities without registration as Foreign
Portfolio Investors subject to compliance with conditions specified in the SEBI
(Foreign Portfolio Investors) Regulations, 2014.
QIBs or Qualified Public financial institutions as specified in section 4A of the Companies Act,
Institutional Buyers scheduled commercial banks, mutual fund registered with SEBI, foreign portfolio
investor other than Category III foreign portfolio investor, other than a sub-account
which is a foreign corporate or foreign individual, multilateral and bilateral
development financial institution, AIF registered with SEBI, foreign venture capital
investor registered with SEBI, state industrial development corporation, insurance
company registered with the Insurance Regulatory Development Authority,
provident fund with minimum corpus of ` 250 million, pension fund with
minimum corpus of ` 250 million, National Investment Fund set up by the
Government of India and insurance funds set up and managed by the army, navy or
air force of the Union of India and insurance funds set up and managed by the
Department of Posts, India
Record Date [(cid:1)]
Refund through Refunds through NECS, Direct Credit or NEFT, as applicable
electronic transfer of
funds
Registrar of Companies/ The Registrar of Companies, Hyderabad
RoC
Registrar to the Karvy Computershare Private Limited
Issue/Registrar and
Transfer Agent
Renouncees Any persons who has / have acquired Rights Entitlements from the Eligible Equity
Shareholders
Restated Consolidated Restated Consolidated Summary Statement of Assets and Liabilities as at
Summary Statements September 30, 2013, September 30, 2012, March 31, 2011, March 31, 2010, March
31, 2009 and March 31, 2008 and Statement of Profit and Loss and Statement of
Cash Flows for interim twelve months period ended September 30, 2013, eighteen
months financial year ended September 30, 2012 and for each of the financial years
ended March 31, 2011, March 31, 2010, March 31, 2009 and March 31, 2008 for
our Company, its subsidiaries, joint ventures and associates
Restated Summary Collectively, the Restated Consolidated Summary Statements and Restated
Statements Unconsolidated Summary Statements

Restated Unconsolidated Restated Unconsolidated Summary Statement of Assets and Liabilities as at
Summary Statements September 30, 2013, September 30, 2012, March 31, 2011, March 31, 2010, March
31, 2009 and March 31, 2008 and Statement of Profit and Loss and Statement of
Cash Flows for interim twelve months period ended September 30, 2013, eighteen
months financial year ended September 30, 2012 and for each of the financial years
ended March 31, 2011, March 31, 2010, March 31, 2009 and March 31, 2008 for
our Company
Retail Individual Individual Investors who have applied for Equity Shares for an amount not more
Investors than ` 200,000 (including HUFs applying through their Karta)
Rights Entitlement The number of Equity Shares that an Eligible Equity Shareholder is entitled to in
proportion to the number of Equity Shares held by the Eligible Equity Shareholder
on the Record Date
3
Term Description
Rights Issue Equity The Equity Share(s) offered in this Issue
Share(s)
SAF(s) Split Application Form(s)
SCSB(s) A Self Certified Syndicate Bank, registered with SEBI, which acts as a banker to
the Issue and which offers the facility of ASBA. A list of all SCSBs is available at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries
and/or such other website(s) as may be prescribed by the SEBI / Stock Exchange(s)
from time to time
Share Certificate The certificate in respect of the Rights Issue Equity Shares allotted to a folio
Stock Exchanges BSE and NSE, where the Equity Shares are presently listed and traded

Company related and industry related terms

Term Description
Articles/ Articles of The articles of association of our Company, as amended
Association
Auditor S.R. BATLIBOI & ASSOCIATES LLP, our statutory auditor
Board/ Board of Board of Directors of our Company including any committees thereof
Directors
Company IL&FS Engineering and Construction Company Limited and reduced
ESOS 2007 Employee Stock Option Scheme 2007 for our employees as approved by the
shareholders on March 30, 2007
ESOS 2009 Employee Stock Option Scheme 2009 for our employees as approved by the
shareholders on November 9, 2009
Financial Year/ Fiscal/ Any period of twelve months ended March 31 of that particular year, unless
Fiscal Year/ FY otherwise stated.

With respect to our Company:

The Company had extended its financial year 2011-12 by six months and
accordingly, had prepared its financial statements for financial year for a period of
eighteen months from April 1, 2011 and ending on September 30, 2012. Thus,
Fiscal 2012 for the Company refers to an 18 month period. Further, the next
financial year of the Company i.e. Fiscal 2013 has been extended by a period of six
months i.e. up to March 31, 2014
Memorandum/ The memorandum of association of our Company, as amended
Memorandum of
Association
Promoter Our Promoter, being Infrastructure Leasing & Financial Services Limited
Promoter Group Such persons and entities constituting our promoter group pursuant to Regulation
2(1)(zb) of the SEBI ICDR Regulations.
Registered Office/ Our registered office located at Door No 8-2-120/113/3/4F,Sanali Info Park, Cyber
Corporate Office Towers, Road No. 2, Banjara Hills, Hyderabad 500 033 and corporate office located
at 4th Floor, Paras Down Town Centre, Golf Course Road, Sector – 53, Gurgaon –
122 002
Subsidiaries Maytas Infra Assets Limited, Maytas Metro Limited, Maytas Vasishta Varadhi
Limited, Angeerasa Greenfields Private Limited, Ekadanta Greenfields Private
Limited, Saptaswara Agro-farms Private Limited and Maytas Infra Saudi Arabia Co
Joint Ventures NCC – Maytas (JV) Pocharam, NEC – NCC – Maytas (JV), Maytas – NCC (JV),
NCC – Maytas (JV) U1, Maytas – CTR (JV), NCC – Maytas - ZVS (JV), Maytas
KBL (JV), Maytas KCCPL Flow more (JV), Maytas MEIL KBL (JV), Maytas
MEIL ABB AAG (JV), MEIL Maytas ABB AAG (JV), MEIL Maytas KBL (JV),
MEIL Maytas WPIL (JV), MEIL Maytas AAG (JV), MEIL – SEW – Maytas –
BHEL (JV), L&T KBL Maytas (JV), Maytas – Rithwik (JV), Maytas Sushee (JV),
Maytas Gayatri (JV), IL&FS Engg – Kalindee (JV), DIPL – IL&FS Engg (JV)

Abbreviations
4
Term Description
AGM Annual General Meeting
AS Accounting Standards issued by the Institute of Chartered Accountants of India
BOQ Bill of quantities
BOT Build, operate and transfer
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CARO Companies (Auditor’s Report) Order 2003 (as amended)
CDSL Central Depository Services (India) Limited
DIN Director Identification Number
DP ID Depository Participant Identity
EGM Extraordinary General Meeting
EPC Engineering Procurement and Construction
ERP Enterprise Resource Planning
EPS Earnings Per Share
ERP Enterprise resource
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, including the regulations framed
thereunder
FII(s) Foreign Institutional Investor as defined under the Securities and Exchange
Board of India (Foreign Institutional Investors) Regulations, 1995 (as amended),
registered with SEBI under applicable laws in India and as repealed by Foreign
Portfolio Investors defined under the SEBI (Foreign Portfolio Investors)
Regulations, 2014. A Foreign Institutional Investor or a sub account and may
buy, sell or otherwise continue to deal in securities without registration as
Foreign Portfolio Investors subject to compliance with conditions specified in
the SEBI (Foreign Portfolio Investors) Regulations, 2014.
FPI(s) Foreign Portfolio Investor as defined under the Securities and Exchange Board
of India (Foreign Portfolio Investors) Regulations, 2014 (as amended), registered
with SEBI under applicable laws in India
FIPB Foreign Investment Promotion Board
FVCI Foreign Venture Capital Investors as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000 registered
with SEBI under applicable laws in India
GDP Gross Domestic Product
GOI Government of India
HUF Hindu Undivided Family
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Indian GAAP Generally accepted accounting principles followed in India
ISIN International Securities Identification Number
IT Information Technology
JV Joint Venture
MICR Magnetic Ink Character Recognition
MIDC Maharashtra Industrial Development Corporation (A Government of Maharashtra
Undertaking)
MMT Million Metric Tonnes
NAV Net Asset Value
NECS National Electronic Clearing Services
NEFT National Electronic Funds Transfer
NHAI National Highways Authority of India
NR Non Resident
NRI(s) Non Resident Indian(s)
NRE Non Resident External Account
NRO Non Resident Ordinary Account
NSDL National Securities Depository Limited
5
Term Description
NSE National Stock Exchange of India Limited
OCB Overseas Corporate Body
p.a. Per Annum
PAN Permanent Account Number
PAT Profit After Tax
PPP Public private partnership
RBI Reserve Bank of India
Regulation S Regulation S of the Securities Act
RoC Registrar of Companies, Hyderabad
Rs. /`/Rupees/INR Indian Rupees
RTGS Real Time Gross Settlement
SEZ Special Economic Zone
SEBI Securities and Exchange Board of India
Securities Act U.S. Securities Act of 1933, as amended
SKUs Stock Keeping Units
U.S. / US / USA Unites States of America

The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms
under the Companies Act, 1956, the Companies Act, 2013 to the extent notified, the Securities Contracts
(Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in chapters titled “Terms of the Articles of Association”, “Statement of Tax
Benefits”, “Regulations and Policies” and “Financial Statements” on pages 462, 108, 147 and 290, respectively
of this Draft Letter of Offer, shall have the meanings given to such terms in these respective chapters.
6
NOTICE TO OVERSEAS SHAREHOLDERS

The distribution of the Letter of Offer and the issue of Equity Shares on a rights basis to persons in certain
jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into
whose possession the Draft Letter of Offer, Letter of Offer, Abridged Letter of Offer or CAF may come are
required to inform themselves about and observe such restrictions. We are making this Issue of Equity Shares
on a rights basis to the Eligible Equity Shareholders and will dispatch the Letter of Offer/ Abridged Letter of
Offer and CAFs to such shareholders who have provided an Indian address. Those overseas shareholders who
do not update our records with their Indian address or the address of their duly authorized representative in
India, prior to the date on which we propose to dispatch the Letter of Offer / Abridged Letter of Offer and
CAFs, shall not be sent the Letter of Offer / Abridged Letter of Offer and CAFs. No action has been or will be
taken to permit this Issue in any jurisdiction where action would be required for that purpose, except that the
Draft Letter of Offer has been filed with SEBI. Accordingly, the rights or Equity Shares may not be offered or
sold, directly or indirectly, and the Letter of Offer may not be distributed in any jurisdiction, except in
accordance with legal requirements applicable in such jurisdiction. Receipt of the Letter of Offer will not
constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, under those
circumstances, the Letter of Offer must be treated as sent for information only and should not be copied or
redistributed. Accordingly, persons receiving a copy of the Letter of Offer should not, in connection with the
issue of the rights or Equity Shares, distribute or send the same in or into the United States or any other
jurisdiction where to do so would or might contravene local securities laws or regulations. If the Letter of Offer
is received by any person in any such territory, or by their agent or nominee, they must not seek to subscribe to
the rights or Equity Shares referred to in the Letter of Offer. Envelopes containing a CAF should not be
dispatched from any jurisdiction where it would be illegal to make an offer, and all persons subscribing for the
Equity Shares in this Issue must provide an Indian address.

Any person who makes an application to acquire rights and the Equity Shares offered in this Issue will be
deemed to have declared, represented, warranted and agreed that he is authorised to acquire the rights and the
Equity Shares in compliance with all applicable laws and regulations prevailing in his jurisdiction. We, the
Registrar, the Lead Managers or any other person acting on behalf of us reserve the right to treat any CAF as
invalid where we believe that CAF is incomplete or acceptance of such CAF may infringe applicable legal or
regulatory requirements and we shall not be bound to allot or issue any Equity Shares or Rights Entitlement in
respect of any such CAF. Neither the delivery of the Letter of Offer nor any sale hereunder, shall under any
circumstances create any implication that there has been no change in the Company’s affairs from the date
hereof or that the information contained herein is correct as at any time subsequent to the date of the Letter of
Offer.

The contents of the Letter of Offer should not be construed as legal, tax or investment advice. Prospective
investors may be subject to adverse foreign, state or local tax or legal consequences as a result of the offer
of Equity Shares. As a result, each investor should consult its own counsel, business advisor and tax
advisor as to the legal, business, tax and related matters concerning the offer of Equity Shares. In
addition, neither our Company nor the Lead Managers are making any representation to any offeree or
purchaser of the Equity Shares regarding the legality of an investment in the Equity Shares by such
offeree or purchaser under any applicable laws or regulations.

NO OFFER IN THE UNITED STATES

The rights and the Equity Shares have not been and will not be registered under the United States Securities Act,
1933, as amended (“Securities Act”), or any U.S. state securities laws and may not be offered, sold, resold or
otherwise transferred within the United States of America or the territories or possessions thereof (“United
States” or “U.S.”) or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the
Securities Act (“Regulation S”)), except in a transaction exempt from the registration requirements of the
Securities Act. The rights referred to in this Draft Letter of Offer are being offered in India, but not in the United
States. The offering to which this Draft Letter of Offer relates is not, and under no circumstances is to be
construed as, an offering of any securities or rights for sale in the United States or as a solicitation therein of an
offer to buy any of the said securities or rights. Accordingly, the Draft Letter of Offer / Letter of Offer /
Abridged Letter of Offer and the enclosed CAF should not be forwarded to or transmitted in or into the United
States at any time.

Neither our Company nor any person acting on behalf of our Company will accept subscriptions or renunciation
from any person, or the agent of any person, who appears to be, or who our Company or any person acting on
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behalf of our Company has reason to believe is, either a “U.S. Person” (as defined in Regulation S) or otherwise
in the United States when the buy order is made. Envelopes containing CAF should not be postmarked in the
United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal
to make an offer under the Letter of Offer, and all persons subscribing for the Equity Shares and wishing to hold
such Equity Shares in registered form must provide an address for registration of the Equity Shares in India. Our
Company is making this issue of Equity Shares on a rights basis to the Eligible Equity Shareholders of our
Company and the Letter of Offer / Abridged Letter of Offer and CAF will be dispatched to Eligible Equity
Shareholders who have an Indian address. Any person who acquires rights and the Equity Shares will be
deemed to have declared, represented, warranted and agreed, (i) that it is not and that, at the time of subscribing
for the Equity Shares or the Rights Entitlements, it will not be, in the United States when the buy order is made,
(ii) it is not a “U.S. Person” (as defined in Regulation S), and does not have a registered address (and is not
otherwise located) in the United States, and (iii) is authorised to acquire the rights and the Equity Shares in
compliance with all applicable laws and regulations.

Our Company reserves the right to treat as invalid any CAF which: (i) does not include the certification set out
in the CAF to the effect that the subscriber is not a “U.S. Person” (as defined in Regulation S), and does not
have a registered address (and is not otherwise located) in the United States and is authorised to acquire the
rights and the Equity Shares in compliance with all applicable laws and regulations; (ii) appears to our Company
or its agents to have been executed in or dispatched from the United States; (iii) where a registered Indian
address is not provided; or (iv) where our Company believes that CAF is incomplete or acceptance of such CAF
may infringe applicable legal or regulatory requirements; and our Company shall not be bound to allot or issue
any Equity Shares or Rights Entitlement in respect of any such CAF. Our Company is informed that there is no
objection to a United States shareholder selling its rights in India. Rights Entitlement may not be transferred or
sold to any U.S. Person.

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