GAMMON INDIA LIMITED

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Directors The Articles of the Company provide that the number of Directors of the Company shall not be less than five and not be more than 15. The Directors shall be appointed by the Company in the general meeting subject to the provisions of the Companies Act and the Articles of Association. Not less than two-thirds of the Directors of the Company shall be persons whose period of office is liable to determination by retirement of directors by rotation. The remaining Directors shall be appointed in accordance with the Articles. The Company shall, subject to the provisions of the Act, be entitled to agree with any person, firm or corporation that he or it shall have the right to appoint his or its nominee on the Board upon such terms and conditions as the Company may deem fit. Such nominees and their successors in office appointed shall be called special Directors of the Company. Liquidation Rights If the Company shall be wound up, whether voluntarily or otherwise, the liquidators may, with the sanction of a special resolution but subject to the rights attached to any preference share capital, divide amongst the contributories in specie, any part of the assets of the Company and may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction shall think fit. Subject to applicable provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations issued thereunder, as amended, all amounts payable with respect to Equity Shares upon liquidation of the Company may be paid by the Company to the holder thereof in Indian Rupees and may be converted into foreign currency and freely transferred out of the Republic of India without the necessity of obtaining any governmental or regulatory authorisation or approval in the Republic of India or any political subdivision or taxing authority thereof. 135
TAXATION The information provided below sets out the possible tax benefits available to the shareholders of an Indian company in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of the Equity Shares, under the current tax laws presently in force in India. Several of these benefits are dependent on our shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence the ability of any shareholder to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives it faces in the future, it may not choose to fulfil. The following overview is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. You are advised to consult your own tax consultant and advisors with respect to the tax implications of an investment in the Equity Shares, particularly in view of certain recently enacted legislation which may not have a direct legal precedent or may have a different interpretation on the benefits which you can avail. STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO OUR SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961 (“IT ACT”) AND OTHER DIRECT TAX LAWS PRESENTLY IN FORCE IN <strong>INDIA</strong> TAX BENEFITS AVAILABLE TO OUR SHAREHOLDERS This statement sets out below the possible tax benefits available to our shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on such shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of our shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the shareholders may or may not choose to fulfil; This statement sets out below the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of Equity Shares. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for a professional tax advice. In view of the individual nature of tax consequences and the changing tax laws, each investor is advised to consult his or her or their own tax consultant with respect to the specific tax implications arising out of their participation in the issue; In respect of non-residents, the tax rates and the consequent taxation, mentioned in this section shall be further subject to any benefits available under the Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal domicile; and The stated benefits will be available only to the sole/first-named holder in case the Equity Shares are held by joint shareholders. I. Benefits Under the IT Act A. Resident Shareholders 1. Under Section 10(32) of the IT Act, any income of minor children clubbed in the total income of the parent under Section 64(1A) of the IT Act, will be exempt from tax to the extent of Rs.1,500 per minor child whose income is so included. 2. As per Section 10(34), read with Section 115-O of the ITA, any income by way of dividends referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003 by the domestic companies) received on the Equity Shares is exempt from tax. However it is pertinent to note that Section 14A of the IT Act restricts claims for deduction of expenses incurred in relation to exempt income. Thus, any expense incurred to earn the dividend income is not an allowable expenditure. 3. As per Section 2(29A), read with Section 2(42A), Equity Shares held in a company are treated as long term capital asset if the same are held by the assessee for more than twelve months period immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in 136
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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
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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
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
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Page 149 and 150: TRANSFER RESTRICTIONS Purchasers of
Page 151 and 152: The exceptions to this rule are for
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Page 155 and 156: shares are listed). Further, any pe
Page 157 and 158: agreement, within the time period m
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Page 161 and 162: . by crediting shares of the Compan
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Page 169 and 170: 8. As per Section 74 Short-term cap
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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
Page 201 and 202: SCHEDULE 15A SUNDRY EXPENSES INCLUD
Page 203 and 204: SCHEDULE 18 SIGNIFICANT ACCOUNTING
Page 205 and 206: 5. Research and Development Expense
Page 207 and 208: (c) Work in progress from manufactu
Page 209 and 210: Basic Earning Per Share is calculat
Page 211 and 212: For the Year 2008- 09 For the Year
Page 213 and 214: 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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