GAMMON INDIA LIMITED

More documents

Recommendations

Info

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
Page 1 and 2:
The information in this Preliminary
Page 3 and 4:
NOTICE TO INVESTORS The Company acc
Page 5 and 6:
different from future results, perf
Page 7 and 8:
your decision to accept an invitati
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:
Our Strategy for our short-term com
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:
the tender, the contract is usually
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
Page 63 and 64:
EXCHANGE RATE INFORMATION The follo
Page 65 and 66:
development phase. GIPL also offers
Page 67 and 68:
during summer months and during the
Page 69 and 70:
c) Revenues from providing services
Page 71 and 72:
Intangible assets are amortized ove
Page 73 and 74:
Guidelines, 1999 issued by Securiti
Page 75 and 76:
and tax credit, if any, and compute
Page 77 and 78:
Profit After Tax. Our profit after
Page 79 and 80:
primarily by trade payables and wor
Page 81 and 82:
and components are fluctuating base
Page 83 and 84:
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: Our Strategy flue chimneys, nuclear
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 Platform
Page 113 and 114: ITEA ACCAM S.p.A. Incinerator Plant
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: A B Desai C Bhattacharjee K Jayacha
Page 131 and 132: Shareholding Pattern PRINCIPAL SHAR
Page 133 and 134: Sl. No. Name of the Shareholder Tot
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: proportion as the capital paid on t
Page 165 and 166: The information provided below sets
Page 167 and 168: to be income chargeable under the h
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
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
Page 215 and 216:
y Busi Group. By an Agreement dated
Page 217 and 218:
Maritime Services Pvt. Ltd* Modern
Page 219 and 220:
the difference between outstanding
Page 221 and 222:
PVAN: Term Loans from ICICI Bank ar
Page 223 and 224:
foreign exchange loss of Rs. 11.20
Page 225 and 226:
In respect of some road projects co
Page 227 and 228:
Net Actuarial (gain)/loss To Be Rec
Page 229 and 230:
Further, during the year 2008-09, t
Page 231 and 232:
30 Gammon Sadelmi (Power Plant in S
Page 233 and 234:
(c) Transactions of Oman Branch and
Page 235 and 236:
11 Gammon Rizzani Gammon Rizzani Ga
Page 237 and 238:
Nature of Transactions / relationsh
Page 239 and 240:
Page 241 and 242:
Page 243 and 244:
Current liabilities Bank overdrafts
Page 245 and 246:
Statement of recognised income and
Page 247 and 248:
5. We have estimated and checked th
Page 249 and 250:
4. As fully described by directors
Page 251 and 252:
Franco Tosi Meccanica S.p.A. INTROD
Page 253 and 254:
Franco Tosi Meccanica S.p.A. 2. INC
Page 255 and 256:
Franco Tosi Meccanica S.p.A. 4. FOR
Page 257 and 258:
Franco Tosi Meccanica S.p.A. The bo
Page 259 and 260:
Franco Tosi Meccanica S.p.A. Revenu
Page 261 and 262:
Franco Tosi Meccanica S.p.A. Servic
Page 263 and 264:
Franco Tosi Meccanica S.p.A. 31.12.
Page 265 and 266:
Franco Tosi Meccanica S.p.A. Note 5
Page 267 and 268:
Page 269 and 270:
Franco Tosi Meccanica S.p.A. Nota 1
Page 271 and 272:
Page 273 and 274:
Franco Tosi Meccanica S.p.A. As pre
Page 275 and 276:
Franco Tosi Meccanica S.p.A. Deprec
Page 277 and 278:
To the Shareholders of Sae Power Li
Page 279 and 280:
SAE POWER LINES S.R.L. Società uni
Page 281 and 282:
SAE POWER LINES S.R.L. IV. Liquid a
Page 283 and 284:
SAE POWER LINES S.R.L. Profit and l
Page 285 and 286:
SAE POWER LINES S.R.L. Company with
Page 287 and 288:
underlying formal aspects. Fixed as
Page 289 and 290:
Italian Exchange Rates Office (U.I.
Page 291 and 292:
Description Value Monetary revaluat
Page 293 and 294:
Accounts receivable by geographical
Page 295 and 296:
This item can be broken down as fol
Page 297 and 298:
Description 31/12/2007 Additions De
Page 299 and 300:
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
show all

GAMMON INDIA LIMITED

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?