GAMMON INDIA LIMITED

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TABLE OF CONTENTS SUMMARY OF THE ISSUE ............................................................................................................................ xv SUMMARY OF BUSINESS ............................................................................................................................xvii SUMMARY FINANCIAL INFORMATION.................................................................................................xxii RISK FACTORS .................................................................................................................................................. 2 MARKET PRICE INFORMATION ................................................................................................................ 27 USE OF PROCEEDS ......................................................................................................................................... 30 CAPITALISATION ........................................................................................................................................... 31 DIVIDEND.......................................................................................................................................................... 33 EXCHANGE RATE INFORMATION ............................................................................................................ 34 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION...................................................................................................................................................... 35 INDUSTRY OVERVIEW.................................................................................................................................. 53 BUSINESS........................................................................................................................................................... 68 BOARD OF DIRECTORS AND SENIOR MANAGEMENT........................................................................ 88 PRINCIPAL SHAREHOLDERS.................................................................................................................... 102 ISSUE PROCEDURE ...................................................................................................................................... 105 PLACEMENT................................................................................................................................................... 114 SELLING RESTRICTIONS ........................................................................................................................... 116 TRANSFER RESTRICTIONS........................................................................................................................ 120 THE SECURITIES MARKET OF <strong>INDIA</strong>..................................................................................................... 121 DESCRIPTION OF SHARES......................................................................................................................... 131 TAXATION....................................................................................................................................................... 136 LEGAL PROCEEDINGS................................................................................................................................ 144 GENERAL INFORMATION.......................................................................................................................... 147 FINANCIAL STATEMENTS ......................................................................................................................... 148 DECLARATION .............................................................................................................................................. 149
NOTICE TO INVESTORS The Company accepts full responsibility for the information contained in this Placement Document and to the best of its knowledge and belief, having made all reasonable enquiries, confirms that this Placement Document contains all information with respect to the Company, its subsidiaries and the Equity Shares, which is material in the context of this Issue. The statements contained in this Placement Document relating to the Company, its subsidiaries and the Equity Shares are, in all material respects, true and accurate and not misleading, the opinions and intentions expressed in this Placement Document with regard to the Company, its subsidiaries and the Equity Shares are honestly held, have been reached after considering all relevant circumstances, are based on information presently available to the Company and are based on reasonable assumptions. There are no other facts in relation to the Company, its subsidiaries and the Equity Shares, the omission of which would, in the context of the Issue, make any statement in this Placement Document misleading in any material respect. Further, all reasonable enquiries have been made by the Company to ascertain such facts and to verify the accuracy of all such information and statements. IDFC-SSKI Limited and India Infoline Limited, the Joint Global Co-ordinators, have not separately verified the information contained in this Placement Document (financial, legal or otherwise). Accordingly, neither the Joint Global Co-ordinators nor any of their respective members, employees, counsel, officers, directors, representatives, agents or affiliates makes any express or implied representation, warranty or undertaking, and no responsibility or liability is accepted, by the Joint Global Co-ordinators, as to the accuracy or completeness of the information contained in this Placement Document or any other information supplied in connection with the Equity Shares. Each person receiving this Placement Document acknowledges that such person has neither relied on the Joint Global Co-ordinators nor on any person affiliated with the Joint Global Co-ordinators in connection with its investigation of the accuracy of such information or its investment decision, and each such person must rely on its own examination of the Company and its subsidiaries and the merits and risks involved in investing in the Equity Shares issued pursuant to the Issue. No person is authorised to give any information or to make any representation not contained in this Placement Document and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Company or the Joint Global Co-ordinators. The delivery of this Placement Document at any time does not imply that the information contained in it is correct as at any time subsequent to its date. The Equity Shares have not been approved, disapproved or recommended by any regulatory authority in any jurisdiction. No authority has passed on or endorsed the merits of this offering or the accuracy or adequacy of this Placement Document. The distribution of this Placement Document and the Issue may be restricted by law in certain jurisdictions. As such, this Placement Document does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by the Company and the Joint Global Co-ordinators which would permit an offering of the Equity Shares or distribution of this Placement Document in any country or jurisdiction, other than India, where action for that purpose is required. Any representation to the contrary is a criminal offence in the United States and may be a criminal offence in other jurisdictions. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Placement Document nor any other offering materials in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. In making an investment decision, investors must rely on their own examination of the Company, its subsidiaries and the terms of this Issue, including the merits and risks involved. Investors should not construe the contents of this Placement Document as legal, tax, accounting or investment advice. Investors should consult their own counsel and advisors as to business, legal, tax, accounting and related matters concerning this Issue. In addition, neither the Company nor the Joint Global Co-ordinators 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 applicable legal, investment or similar laws or regulations. Each purchaser of the Equity Shares in this Issue is deemed to have acknowledged, represented and agreed that it is eligible to invest in India and in the Company under Indian law, including Chapter VIII of the SEBI Regulations and that it is not prohibited by the SEBI or any other statutory authority from buying, selling or dealing in securities. Each purchaser of Equity ii
Page 1: GAMMON INDIA LIMITED (Incorporated
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 and 12: FORWARD LOOKING STATEMENTS All stat
Page 13 and 14: Term Description Company in consult
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
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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
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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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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
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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