GAMMON INDIA LIMITED

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DEFINITIONS AND ABBREVIATIONS Definitions of certain capitalised terms used in this Placement Document are set forth below: Company-Related Terms Term Description The “Company” or the Gammon India Limited, a public limited company having its registered “Issuer” office at ‘Gammon House’, Veer Savarkar Marg, Prabhadevi, Mumbai 400 025, and does not include its subsidiaries, unless otherwise stated “We” or “us” or “our” Unless the context otherwise requires, Gammon India Limited and its subsidiaries, on a consolidated basis, unless otherwise stated AGM Annual General Meeting of the Company ATSL Associated Transrail Structures Limited Articles/Articles of Association The Articles of Association of the Company Auditors Natvarlal Vepari & Co., Chartered Accountants, the statutory auditors of the Company Board of Directors/Board The board of directors of the Company or a duly committee constituted thereof EGM Extra-Ordinary General Meeting of the Company Equity Shares Equity shares of the Company of face value of Rs. 2 each GIPL Gammon Infrastructure Projects Limited Memorandum/Memorandum of Association The Memorandum of Association of the Company Registered Office The registered office of the Company being ‘Gammon House’, Veer Savarkar Marg, Prabhadevi, Mumbai 400 025 Registrar of Companies / RoC Registrar of Companies, Maharashtra Issue-Related Terms Term Description Allocated, Allocation The allocation of Equity Shares following the determination of the Issue Price to QIBs on the basis of Application Forms submitted by them, in consultation with the Joint Global Co-ordinators in compliance with Chapter VIII of the SEBI Regulations Allotment Unless the context otherwise requires, the allotment of Equity Shares pursuant to this Issue Allottees QIBs to whom Equity Shares are allotted pursuant to this Issue Application Form The form (including any revision thereof) pursuant to which QIB shall submit a bid in this Issue AS Accounting Standards issued by the Institute of Chartered Accountants of India Bid An indication of QIBs’ interest, including all revisions and modifications of interest, as provided in the Application Form, to subscribe for Equity Shares in the Issue Bid Closing Date December 10, 2009 Bid Opening Date December 8, 2009 Bidding Period The period between the Bid Opening Date and Bid Closing Date, inclusive of both dates, during which prospective QIBs can submit their Bids BOLT BSE On-Line Trading BSE Bombay Stock Exchange Limited CAGR Compounded Annual Growth Rate CAN/Confirmation of Note or advice or intimation to not more than 49 QIBs confirming the Allocation Note Allocation of Equity Shares to such QIBs after discovery of the Issue Price CDSL Central Depository Services (India) Limited Civil Code The Code of Civil Procedure, 1908 Companies Act The Companies Act, 1956, as amended from time to time Cut-off Price The Issue Price of the Equity Shares which shall be finalised by the xi
Term Description Company in consultation with the Joint Global Co-ordinators Depository A body corporate registered under SEBI (Depositories and Participant) Regulations, 1996 Depositories Act The Depositories Act, 1996, as amended from time to time Depository Participant/ DP A depository participant as defined under the Depositories Act DPID Depository Participant Identity Director(s) Director(s) of the Company, unless otherwise specified EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation EPS Earnings per share, i.e., profit after tax for a Fiscal Year divided by the weighted average outstanding number of Equity Shares during that Fiscal Year FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 and read with rules and regulations framed thereunder and amended thereto FII Foreign Institutional Investor (as defined under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000) registered with SEBI under applicable laws in India FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, as amended from time to time Financial Year/Fiscal Year/ Period of twelve months ended March 31 of that particular year, unless FY otherwise stated Floor Price The floor price of Rs. 237.45 for the Equity Shares, which has been calculated in accordance with Regulation 85 of the SEBI Regulations FVCI Foreign Venture Capital Investor (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI under the applicable laws in India GAAP Generally Accepted Accounting Principles GDP Gross Domestic Product GoI/Government Government of India, unless otherwise specified ICAI The Institute of Chartered Accountants of India IFRS International Financial Reporting Standards of the International Accounting Standards Board Income Tax Act The Income Tax Act, 1961, as amended from time to time India The Republic of India Indian GAAP Generally accepted accounting principles followed in India Issue The offer and sale of the Equity Shares to Qualified Institutional Buyers, pursuant to Chapter VIII of the SEBI Regulations Issue Price A price per Equity Share of Rs. 237.45 Issue Size The issue of 12,809,400 Equity Shares aggregating to Rs. 3,041.59 million Joint Global Co-ordinators Joint Global Co-ordinators, in this case being IDFC-SSKI Limited and India Infoline Limited Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996 NSDL The National Securities Depository Limited NSE The National Stock Exchange of India Limited PAN Permanent Account Number PAT Profit After Tax PBT Profit Before Tax Pay-in Date The last date specified in the CAN sent to the QIBs Placement Document The Placement Document to be issued in accordance with Chapter VIII of the SEBI Regulations Preliminary Placement This Preliminary Placement Document dated December 8, 2009 issued in Document accordance with Chapter VIII of the SEBI Regulations Promoter The Promoter of the Company, being Mr. Abhijit Rajan QIBs or Qualified Qualified Institutional Buyers as defined under Regulation 2(1)(zd) of the Institutional Buyers SEBI Regulations xii
Page 1 and 2: GAMMON INDIA LIMITED (Incorporated
Page 3 and 4: NOTICE TO INVESTORS The Company acc
Page 5 and 6: usiness strategies and environment
Page 7 and 8: epresentation, warranty or statemen
Page 9 and 10: SEBI nor any other regulatory autho
Page 11: FORWARD LOOKING STATEMENTS All stat
Page 15 and 16: Term Description NH National Highwa
Page 17 and 18: Lock-up The Company will not, for a
Page 19 and 20: ased in Italy that is engaged in th
Page 21 and 22: for our short-term commercial paper
Page 23 and 24: Sr. No. SUMMARY FINANCIAL INFORMATI
Page 25 and 26: REFORMATTED CONSOLIDATED BALANCE SH
Page 27 and 28: REFORMATTED CONSOLIDATED PROFIT AND
Page 29 and 30: REFORMATTED CONSOLIDATED CASH FLOW
Page 31 and 32: RISK FACTORS An investment in equit
Page 33 and 34: affect on the profit margins that w
Page 35 and 36: As the revenue structure for the SP
Page 37 and 38: of actual traffic volume. Adverse d
Page 39 and 40: esult in decreased sales of our pro
Page 41 and 42: in two or three years) of interest
Page 43 and 44: If our subsidiaries or SPVs default
Page 45 and 46: Our inability to obtain, renew or m
Page 47 and 48: As of March 31, 2009, our contingen
Page 49 and 50: on which such additional financing
Page 51 and 52: The Equity Shares are being offered
Page 53 and 54: market for our equity shares will n
Page 55 and 56: (of sale proceeds), a no objection/
Page 57 and 58: Date National Stock Exchange of Ind
Page 59 and 60: USE OF PROCEEDS The total proceeds
Page 61 and 62: Vesting Date No. Of Options Exercis
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EXCHANGE RATE INFORMATION The follo
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development phase. GIPL also offers
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during summer months and during the
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c) Revenues from providing services
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Intangible assets are amortized ove
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Guidelines, 1999 issued by Securiti
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and tax credit, if any, and compute
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Profit After Tax. Our profit after
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primarily by trade payables and wor
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and components are fluctuating base
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Development Authorities, Metro Rail
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Indian Road Network Kilometers (app
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plan will soon be presented to the
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The Airports Sector in India Indian
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An investment of about Rs.720,600.0
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China’s electricity consumption h
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Source Central State Private Total
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Overview BUSINESS We are the flagsh
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** formerly Bedi Seaport Limited GA
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flue chimneys, nuclear containment
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For certain large construction or i
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oriented services. In addition, we
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Kalwakruthy Stage-3-Lift Irrigation
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Name of SPV Revenue Model MNEL KBIC
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Ansaldo Oseberg D Offshore Platfor
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ACCAM S.p.A. Incinerator Plant: Eur
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Our Company, with its joint venture
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Board of Directors BOARD OF DIRECTO
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Name, Designation, DIN and Address
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Name, Designation, DIN and Address
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Mr. Parvez Umrigar, is a B. Com., A
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Mr. Himanshu Parikh Pursuant to a s
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Organisation Chart 98
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Name Number of Equity Shareholding
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Shareholding Pattern PRINCIPAL SHAR
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Sl. No. Name of the Shareholder Lim
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Equity Shares allotted to a QIB pur
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FIIs are permitted to participate t
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The submission of an Application Fo
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ank). The QIB will be required to d
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Placement Agreement PLACEMENT The J
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SELLING RESTRICTIONS The distributi
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the shares, debentures and units of
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TRANSFER RESTRICTIONS Purchasers of
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The exceptions to this rule are for
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equirement to publish un-audited fi
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shares are listed). Further, any pe
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agreement, within the time period m
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for compulsory dematerialised tradi
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. by crediting shares of the Compan
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(including a corporation or company
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TAXATION The information provided b
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to be income chargeable under the h
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8. As per Section 74 Short-term cap
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long-term capital gains. Balance lo
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LEGAL PROCEEDINGS Save as described
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lack list GIL and also its allied/s
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Index to financial statements: FINA
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Sr. No. UNAUDITED FINANCIAL RESULTS
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from the foreign currency receivabl
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5. The financial statements of cert
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REFORMATTED CONSOLIDATED BALANCE SH
Page 187 and 188:
GAMMON INDIA LIMITED REFORMATTED CO
Page 189 and 190:
GAMMON INDIA LIMITED REFORMATTED CO
Page 191 and 192:
GAMMON INDIA LIMITED SCHEDULES FORM
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31.03.09 31.03.08 31.03.07 Rs.inMil
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SCHEDULE 15A SUNDRY EXPENSES INCLUD
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SCHEDULE 18 SIGNIFICANT ACCOUNTING
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5. Research and Development Expense
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(c) Work in progress from manufactu
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Basic Earning Per Share is calculat
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For the Year 2008- 09 For the Year
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interest and voting rights in respe
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y Busi Group. By an Agreement dated
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Maritime Services Pvt. Ltd* Modern
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the difference between outstanding
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PVAN: Term Loans from ICICI Bank ar
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foreign exchange loss of Rs. 11.20
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In respect of some road projects co
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Net Actuarial (gain)/loss To Be Rec
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Further, during the year 2008-09, t
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30 Gammon Sadelmi (Power Plant in S
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(c) Transactions of Oman Branch and
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11 Gammon Rizzani Gammon Rizzani Ga
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Nature of Transactions / relationsh
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Page 241 and 242:
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Current liabilities Bank overdrafts
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Statement of recognised income and
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5. We have estimated and checked th
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4. As fully described by directors
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Franco Tosi Meccanica S.p.A. INTROD
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Franco Tosi Meccanica S.p.A. 2. INC
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Franco Tosi Meccanica S.p.A. 4. FOR
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Franco Tosi Meccanica S.p.A. The bo
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Franco Tosi Meccanica S.p.A. Revenu
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Franco Tosi Meccanica S.p.A. Servic
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Franco Tosi Meccanica S.p.A. 31.12.
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Franco Tosi Meccanica S.p.A. Note 5
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Franco Tosi Meccanica S.p.A. Nota 1
Page 271 and 272:
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Franco Tosi Meccanica S.p.A. As pre
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Franco Tosi Meccanica S.p.A. Deprec
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To the Shareholders of Sae Power Li
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SAE POWER LINES S.R.L. Società uni
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SAE POWER LINES S.R.L. IV. Liquid a
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SAE POWER LINES S.R.L. Profit and l
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SAE POWER LINES S.R.L. Company with
Page 287 and 288:
underlying formal aspects. Fixed as
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Italian Exchange Rates Office (U.I.
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Description Value Monetary revaluat
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Accounts receivable by geographical
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This item can be broken down as fol
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Description 31/12/2007 Additions De
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Accounts payable by geographical ar
Page 301 and 302:
Description 31/12/2008 31/12/2007 C
Page 303 and 304:
Taxes Value at 31/12/2008 Value at
Page 305 and 306:
the reasonable certainty that in fu
Page 307:
ISSUER Gammon India Limited REGISTE
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GAMMON INDIA LIMITED

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