GAMMON INDIA LIMITED

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THE SECURITIES MARKET OF <strong>INDIA</strong> The information in this section has been extracted from publicly available documents from various sources, including officially prepared materials from the SEBI, the BSE and the NSE, and has not been prepared or independently verified by the Company or the Joint Global Co-ordinators or any of their respective affiliates or advisors. India has a long history of organized securities trading. In 1875, the first stock exchange was established in Mumbai. Stock Exchange Regulations Indian Stock Exchanges are regulated primarily by SEBI, as well as by the Government of India acting through the Ministry of Finance, Stock Exchange Division, under the Securities Contracts (Regulation) Act, 1956, as amended (the “SCRA”) and the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”). The SCRA and the SCRR along with the rules, by-laws and regulations of the respective stock exchanges regulate the recognition of stock exchanges, the qualifications for membership thereof and the manner in which contracts are entered into, settled and enforced between members. The SEBI Act under which the SEBI was established by the Government in February 1992, granted powers to SEBI to promote, develop and negate the Indian Securities markets, including stock exchanges and other intermediaries, promote and monitor self-regulatory organizations, prohibit fraudulent and unfair trade practices and insider trading and regulate substantial acquisitions of shares and takeovers of companies. SEBI has also issued guidelines concerning minimum disclosure requirements by public companies, rules and regulations concerning investor protection, insider trading, substantial acquisitions of shares and takeovers of companies, buybacks of securities, employee stock option schemes, stockbrokers, merchant bankers, underwriters, mutual funds, foreign institutional investors, credit rating agencies and other capital market participants. The Companies Act as amended has empowered the SEBI to administer certain provisions of the Companies Act, in so far as they relate to issue and transfer of Securities and non-payment of dividends by listed public companies as well as companies intending to list their securities on any recognised stock exchange in India and to conduct inspection of the companies records in respect of matters relating to issue and transfer of securities. The power to prosecute defaulting companies with respect to the same has also been vested with SEBI. SEBI has also set up a committee for the review of Indian securities laws, which has proposed a draft Securities Bill. The draft Securities Bill, if enacted in its present form may result in a substantial revision in the laws relating to securities transactions in India. The Companies Bill has been introduced in the Lok Sabha on August 3, 2009. Listing The listing of securities on a recognised Indian stock exchange is regulated by the Companies Act, the SCRA, the SCRR, the SEBI Act and various guidelines issued by SEBI and the listing agreements of the respective stock exchanges. Under the SCRR, the governing body of each stock exchange is empowered to suspend trading of or dealing in a listed security for breach of an issuer’s obligations under such listing agreement or for any other reason, subject to the issuer receiving prior written notice of the intent of the exchange and upon granting of a hearing in the matter. In the event that a suspension of a company’s securities continues for a period in excess of three months, the company may appeal to the Securities Appellate Tribunal (“SAT”) established under the SEBI Act to set aside the suspension. SEBI has the power to vary or set aside the decision of stock exchange decisions in this regard. SEBI also has the power to amend such listing agreements and the bye-laws of the stock exchanges in India. Clause 49 of the Listing Agreement provides that if non-executive chairman of a listed company is a promoter or is related to promoters of the company or persons occupying management positions at the board level or at one level below the board, at least one-half of the board of the company should consist of independent directors. The Listing Agreement requires that all listed companies are required to ensure a minimum level of public shareholding at 25 per cent. of the total number of issued shares of a class or kind for every such class or kind of its shares that are listed for the purpose of continuous listing. 121
The exceptions to this rule are for companies which (i) are offering or have offered shares to the extent of at least 10 per cent. of the issue size in terms of Rule 19(2)(b) of the SCRR; (ii) have 20 million or more outstanding shares; (iii) have a market capitalization of Rs. 10,000 million or more and the minimum public shareholding to be maintained by such companies is 10 per cent. Consequently, a listed company may be delisted from the stock exchanges for not complying with the above-mentioned requirement and may result in a penal action being taken against the listed company pursuant to the SEBI Act. The Company is subject to continuing disclosure requirements of publishing unaudited financial statements on a quarterly basis and immediately inform the Indian Stock Exchanges of any published price sensitive information. Any non-compliance with the terms and conditions of Listing Agreement of the Stock Exchanges may entitle delisting of the company from the Indian Stock Exchanges, which will effect future trading of shares of the Company. Delisting of securities SEBI has recently, pursuant to a notification dated 10 June 2009 notified the SEBI (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”). The Delisting Regulations are applicable to: (i) voluntary delisting of securities by promoters of a company; (ii) any acquisition of shares of a company (either by a promoter or by any other person) or a scheme or arrangement, consequent to which the public shareholding in such company falls below the minimum limits specified in the listing conditions or listing agreement that may result in delisting of securities; (iii) promoters of companies who voluntarily seek to delist their securities from some or all stock exchanges on which the security is listed; (iv) cases where a person in control of the management is seeking to consolidate his holdings in a company in a manner that would result in the public shareholding in the company falling below the limit specified in the listing conditions or in the listing agreement that may have the effect of company being delisted; and (v) companies which may be compulsorily delisted by the stock exchanges on account of, among other things, violation of stock exchange bylaws. Following a compulsory delisting, a company, its whole time directors, its promoters and the firms promoted by any of them cannot directly or indirectly access the securities market or seek listing of any shares for a period of 10 years from the date of such delisting. No company can apply for permission to delist: (i) pursuant to a buy-back of shares or preferential allotment made by a company or (ii) unless a period of three years has elapsed since the listing of that class of shares on any recognised stock exchange. Furthermore, if any instruments issued by the company which are convertible into the same class of shares that are sought to be delisted, are outstanding, delisting is disallowed. A company may delist its shares from one or more recognised stock exchanges where they are listed and continue their listing on one or more other recognised stock exchanges, subject to the provisions of the Delisting Regulations. This is subject to the following: (i) if, after the proposed delisting from any one or more recognised stock exchanges, the shares would remain listed on any recognised stock exchange which has nationwide trading terminals, no exit opportunity is required to be given to the public shareholders; and (ii) if after the proposed delisting, the shares would not remain listed on any recognised stock exchange having nationwide trading terminals, an exit opportunity has to be given to all the public shareholders holding the shares sought to be delisted. In the latter situation, the company has to, inter alia, obtain the prior approval of shareholders of the company by special resolution passed through postal ballot, after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to such resolution. A special resolution shall be acted upon if and only if the votes cast by public shareholders in favour of the proposal amount to at least two times the number of votes cast by public shareholders against it. The company also has to file for in-principle approval and a final application to the stock exchange at the stipulated time. 122
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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
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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
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 and 136: Equity Shares allotted to a QIB pur
Page 137 and 138: FIIs are permitted to participate t
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: TRANSFER RESTRICTIONS Purchasers of
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
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
Page 197 and 198: 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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