GAMMON INDIA LIMITED

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Pursuant to receiving a CAN, each QIB shall be required to make the payment of the entire application monies for the Equity Shares indicated in the CAN at the Issue Price, through electronic transfer to the designated bank account of the Company by the Pay- In Date as specified in the CAN sent to the respective QIBs. Upon receipt of the application monies from the QIBs, the Company shall Allot Equity Shares as per the details in the CAN to the QIBs. The Company shall not Allot Equity Shares to more than 49 QIBs. The Company will intimate to the Stock Exchanges the details of the Allotment. 7. After receipt of the listing approval from the Stock Exchanges, the Company shall credit the Equity Shares into the Depository Participant accounts of the respective QIBs. 8. The Company shall then apply for the trading permissions from the Stock Exchanges. 9. The Equity Shares that have been credited to the Depository Participant accounts of the QIBs shall be eligible for trading on the Stock Exchanges only upon the receipt of final trading and listing approvals from the Stock Exchanges. 10. Upon receipt of intimation of final trading and listing approval from the Stock Exchanges, the Company shall inform the QIBs who have received an Allotment of the receipt of such approval. The Company and the Joint Global Co-ordinators shall not be responsible for any delay or non-receipt of the communication of the final trading and listing permissions from the Stock Exchanges or any loss arising from such delay or non-receipt. Final listing and trading approvals granted by the Stock Exchanges are also placed on their respective websites. QIBs are advised to apprise themselves of the status of the receipt of the permissions from the Stock Exchanges or the Company. Qualified Institutional Buyers Only QIBs as defined in Regulation 2(1)(zd) of the SEBI Regulations and not otherwise excluded pursuant to Regulation 86(1)(b) of the SEBI Regulations are eligible to invest. Currently, QIB means: Public financial institutions as defined in section 4A of the Companies Act; Scheduled commercial banks; Mutual funds registered with SEBI; Foreign institutional investors and sub-account registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual; Multilateral and bilateral development financial institutions; Venture capital funds registered with SEBI; Foreign venture capital investors registered with SEBI; State industrial development corporations; Insurance companies registered with Insurance Regulatory and Development Authority; Provident Funds with minimum corpus of Rs. 250 million; Pension Funds with minimum corpus of Rs. 250 million; and National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated 23 November 2005 of the Government of India published in the Gazette of India. 107
FIIs are permitted to participate through the portfolio investment scheme in this Issue. FIIs are permitted to participate in the QIP subject to compliance with all applicable laws and such that the shareholding of the FIIs does not exceed specified limits as prescribed under applicable laws in this regard. FIIs can hold up to a maximum of 49 per cent. in the paid-up equity share capital of the Company. The issue of Equity Shares to a single FII should not exceed 10 per cent. of the post-Issue, issued capital of the Company. In respect of an FII investing in the Equity Shares on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10 per cent. of the total issued capital of the Company or 5 per cent. of the total issued capital of the Company in case such sub-account is a foreign corporate or an individual. No Allotment shall be made pursuant to the Issue, either directly or indirectly, to any QIB being a Promoter or any person related to the Promoter. QIBs which have all or any of the following rights shall be deemed to be persons related to Promoter: (a) rights under a shareholders agreement or voting agreement entered into with the Promoter or persons related to the Promoter; (b) veto rights; or (c) right to appoint any nominee director on the Board, provided that a QIB which does not hold any Equity Shares in the Company and which has acquired the aforesaid rights in the capacity of a lender shall not be deemed to be related to the Promoter. The Company and the Joint Global Co-ordinators are not liable for any amendment or modification or change to applicable laws or regulations, which may occur after the date of this Placement Document. QIBs are advised to make their own independent investigations and satisfy themselves that they are eligible to apply. QIBs are advised to ensure that any single application from them does not exceed the investment limits or maximum number of shares that can be held by them under applicable law or regulation or as specified in this Preliminary Placement Document. Further, QIBs are required to satisfy themselves that their Bids would not eventually result in triggering a tender offer under the Takeover Code. As per the SEBI Regulations, a minimum of 10 per cent. of the Equity Shares in this Issue shall be Allotted to Mutual Funds. If no Mutual Fund is agreeable to take up the minimum portion as specified above, such minimum portion or part thereof may be Allotted to other QIBs. Note: Affiliates or associates of the Joint Global Co-ordinators who are QIBs may participate in the Issue in compliance with applicable laws. Application Process Application Form QIBs shall only use the serially numbered Application Forms supplied by the Joint Global Co-ordinators in either electronic form or by physical delivery for the purpose of making a Bid (including revision of Bid) in terms of the Preliminary Placement Document and the Placement Document. By making a Bid (including the revision thereof) for Equity Shares through Application Forms, the QIB will be deemed to have made the following representations and warranties and the representations, warranties and agreements made under “Representations by Investors” and “Transfer Restrictions”: 108
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GAMMON INDIA LIMITED (Incorporated
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NOTICE TO INVESTORS The Company acc
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usiness strategies and environment
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epresentation, warranty or statemen
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SEBI nor any other regulatory autho
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FORWARD LOOKING STATEMENTS All stat
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Term Description Company in consult
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Term Description NH National Highwa
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Lock-up The Company will not, for a
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ased in Italy that is engaged in th
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for our short-term commercial paper
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Sr. No. SUMMARY FINANCIAL INFORMATI
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REFORMATTED CONSOLIDATED BALANCE SH
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REFORMATTED CONSOLIDATED PROFIT AND
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REFORMATTED CONSOLIDATED CASH FLOW
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RISK FACTORS An investment in equit
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affect on the profit margins that w
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As the revenue structure for the SP
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of actual traffic volume. Adverse d
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esult in decreased sales of our pro
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in two or three years) of interest
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If our subsidiaries or SPVs default
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Our inability to obtain, renew or m
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As of March 31, 2009, our contingen
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on which such additional financing
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The Equity Shares are being offered
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market for our equity shares will n
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(of sale proceeds), a no objection/
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Date National Stock Exchange of Ind
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USE OF PROCEEDS The total proceeds
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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
Page 85 and 86: Indian Road Network Kilometers (app
Page 87 and 88: plan will soon be presented to the
Page 89 and 90: The Airports Sector in India Indian
Page 91 and 92: An investment of about Rs.720,600.0
Page 93 and 94: China’s electricity consumption h
Page 95 and 96: Source Central State Private Total
Page 97 and 98: Overview BUSINESS We are the flagsh
Page 99 and 100: ** formerly Bedi Seaport Limited GA
Page 101 and 102: flue chimneys, nuclear containment
Page 103 and 104: For certain large construction or i
Page 105 and 106: oriented services. In addition, we
Page 107 and 108: Kalwakruthy Stage-3-Lift Irrigation
Page 109 and 110: Name of SPV Revenue Model MNEL KBIC
Page 111 and 112: Ansaldo Oseberg D Offshore Platfor
Page 113 and 114: ACCAM S.p.A. Incinerator Plant: Eur
Page 115 and 116: Our Company, with its joint venture
Page 117 and 118: Board of Directors BOARD OF DIRECTO
Page 119 and 120: Name, Designation, DIN and Address
Page 121 and 122: Name, Designation, DIN and Address
Page 123 and 124: Mr. Parvez Umrigar, is a B. Com., A
Page 125 and 126: Mr. Himanshu Parikh Pursuant to a s
Page 127 and 128: Organisation Chart 98
Page 129 and 130: Name Number of Equity Shareholding
Page 131 and 132: Shareholding Pattern PRINCIPAL SHAR
Page 133 and 134: Sl. No. Name of the Shareholder Lim
Page 135: Equity Shares allotted to a QIB pur
Page 139 and 140: The submission of an Application Fo
Page 141 and 142: ank). The QIB will be required to d
Page 143 and 144: Placement Agreement PLACEMENT The J
Page 145 and 146: SELLING RESTRICTIONS The distributi
Page 147 and 148: the shares, debentures and units of
Page 149 and 150: TRANSFER RESTRICTIONS Purchasers of
Page 151 and 152: The exceptions to this rule are for
Page 153 and 154: equirement to publish un-audited fi
Page 155 and 156: shares are listed). Further, any pe
Page 157 and 158: agreement, within the time period m
Page 159 and 160: for compulsory dematerialised tradi
Page 161 and 162: . by crediting shares of the Compan
Page 163 and 164: (including a corporation or company
Page 165 and 166: TAXATION The information provided b
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Page 169 and 170: 8. As per Section 74 Short-term cap
Page 171 and 172: long-term capital gains. Balance lo
Page 173 and 174: LEGAL PROCEEDINGS Save as described
Page 175 and 176: lack list GIL and also its allied/s
Page 177 and 178: Index to financial statements: FINA
Page 179 and 180: Sr. No. UNAUDITED FINANCIAL RESULTS
Page 181 and 182: from the foreign currency receivabl
Page 183 and 184: 5. The financial statements of cert
Page 185 and 186: REFORMATTED CONSOLIDATED BALANCE SH
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GAMMON INDIA LIMITED REFORMATTED CO
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GAMMON INDIA LIMITED REFORMATTED CO
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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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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
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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
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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
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Description 31/12/2008 31/12/2007 C
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Taxes Value at 31/12/2008 Value at
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the reasonable certainty that in fu
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ISSUER Gammon India Limited REGISTE
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GAMMON INDIA LIMITED

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