APR Constructions Limited - Saffron Capital

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Change in our Registered Office of our Company Our Company has not changed its registered office since inception. Changes in the Memorandum of Association of our Company Since Incorporation, the following changes have been incorporated in Memorandum of Association of our Company, after approval of the members: Sr. No. Changes in Memorandum of Association Date of shareholder‟s approval Type of Meeting 1. Increase in authorized share capital from `100 lakhs to `1000 lakhs January 27, 2005 EGM 2. Increase in authorized share capital from `1000 lakhs to `1600 lakhs December 23, 2006 EGM 3. Increase in authorized share capital from `1600 lakhs to `2000 lakhs December 06, 2007 EGM 4. Increase in authorized share capital from `2000 lakhs to `3000 lakhs March 31, 2010 EGM 5. Alteration of Main Objects Clause to include word “railway tracks”in clause no. 1 as mentioned under the heading “ Our Main Objects” March 31, 2010 EGM 6. Alteration of Main Objects Clause to replace clause no. 3 and insertion of clause 4 as mentioned under the heading “ Our Main Objects” March 31, 2010 EGM Our Main Objects: The main objects of our Company as stated in the Memorandum of Association are: 1. To construct, erect, build, repair, remodel, demolish, develop, improve, grades, curve, pave, macadamize, cement, and maintain buildings, structures, bridges, houses, apartments, hospitals, schools, places of worship, highways, roads, paths, streets, railway tracks, sideways, courts, alleys, pavements and to do other similar construction, leveling or paying work, and for these purposes to purchase, take on lease or otherwise acquire and hold any lands, and prepare lay-out thereon or buildings of any tenure or description wherever situate, or rights or interests therein or connected there with, or any other structural or architectural work of any kind whatsoever and for such purposes to prepare estimates, designs, plans, specification or models and do such other or any act that may be requisite therefore. 2. To Purchase, acquire, on lease or in exchange or in any other lawful manner any area, land, buildings, structures and to turn the same into account, develop the same and dispose of or maintain the same and to build townships, markets or other buildings, residential and commercial or conveniences thereon and to equip the same or part thereof with all or any amenities or conveniences, drainage facility, electric, telephonic, television installations and to deal with the same in any manner whatsoever and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others. 3. To carry on in India or elsewhere the business of builders, contractors, designers, architects, decorators, furniture, consultants, constructors, financiers and brokers of all types of buildings, bridges and structures including houses, flats, apartments, office, godowns, warehouses, shops, factories, sheds, hospitals, hotels, holiday resorts, shopping-cum-residential complexes and to develop, erect, install, alter, improve, add, establish, renovate, recondition protect, participate, enlarge, repair, demolish, remove, replace, maintain, manage, buy, sell, lease, let on hire, commercialise, turn to account, fabricate handle and control all such buildings and structures and to purchase, sell, or deal in all types of movable or immovable properties for development investment or for resale and to act as buyer, seller, importer, exporter, agent, distributor, stockists or otherwise to deal in all types of raw materials, goods, fittings, parts, accessories, know-how, consumable, plant and machinery, tools and tackles used for the foregoing purpose and to do all incidental acts and things necessary. 4. To act as industrial, technical and commercial project consultants and advise on all and any matters relating to promotion, planning, establishment and development of an organization, selection and recruiting personnel, sales, 118
imports and exports, purchases, marketing and market research and administration of any project, industrybusiness or enterprise in India or out of India and to undertake, provide, procure, maintain and promote administration, and any other services and facilities required by or in connection with any project, industry or business including undertaking complete turnkey jobs and comprehensive management of unit and/or groups thereof and to carry on the business as civil, mechanical, engineering and electrical contractors, builders, road makers, engineers, and to take up turnkey projects, construction, manufacturing, building, road making engineering and all other allied works of any nature for any person, firm, company, public body, government, army, navy, railways, to execute projects under Built Operate Lease & transfer (BOLT), Built Operate & transfer (BOT) and Build Operate Own and Transfer (BOOT) under central government, railways & various other public bodies either itself or in partnership with any person, firm, company or government body or corporation. SUBSIDIARIES & JOINT VENTURES Subsidiaries of our Company As on the date of this DRHP, our Company does not have any subsidiary. Joint Ventures of our Company Our Company has entered into joint ventures with various construction houses viz; China Railway Shisiju Group Corporation, Jiangsu Provincial Transportation Engineering Group Co. Limited, VNR Infrastructure Limited etc. The joint venture partners as aforesaid have vast experience and expertise in execution of civil construction, bridge construction, earth excavation, road construction works, installation of track, and civil engineering works awarded by Government departments and authorities. Our Company together with the joint venture partners aforesaid has undertaken projects awarded by Central & State government bodies / agencies, Public Sector Enterprises and Private Sector Enterprises. The joint venture partners, in mutual consultation with one another determine the quantum of work to be executed by each joint venture partners vide entering into memoranda of understanding/joint venture agreement. The work awarded to joint venture is executed by them independently or through the sub-contracting to the third party including the joint ventures partners. Our Company has entered into following joint venture agreements: - 1. APRCL - MVR (JV) 2. APRCL - PVRPL (JV) 3. APRCL - CRSSG (JV) 4. JTEGC- APRCL (JV) 5. APRCL - VNR (JV) 6. APRCL – KS (JV) 7. PVRPL – APRCL (JV) 1. APRCL - MVR (JV) Our Company has entered into a Joint Venture Agreement with M/s M. Venkata Rao Infra Projects Private Limited, dated April 11, 2007 pursuant to which joint venture entity APRCL-MVR (JV) (in 75:25 proportion) has been formed for the purpose of bidding for execution of “Earth works in formation, construction of bridges, services and residential buildings, installation of tracks, remodeling of station yards, General Electrical and other Miscellaneous works, including supply of material except rails and PSC line sleepers, for patch doubling of Guntakal – Raichur section of South Central Railways”. The JV has received the award of contract from Rail Vikas Nigam Limited vide letter dated August 23, 2007. The said joint venture has entered in to a sub-contracting agreement dated September 24, 2007 with our Company whereby the entire project was sub-contracted to our Company for a royalty of 0.50% on the gross bills. 119
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APR Constructions Limited (Our Comp
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DEFINITIONS AND ABBREVIATIONS SECTI
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Term BOBCAPS Book Building Process
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Term Pay-in-Period Price Band Prici
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Abbreviation Full Form DP ID Deposi
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Industry/ Project Related Terms, De
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Financial Data PRESENTATION OF FINA
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SECTION II - RISK FACTORS RISK FACT
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qualification or shortlisting proce
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Our operations are currently geogra
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24. Our projects under development
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(` in Lakhs) Particulars Year Ended
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We propose to acquire plant and mac
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• Significant development in Indi
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13. Investors are advised to refer
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Key Highlights Government Investm
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In order to surmount strain in capa
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Our major clientele under different
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SUMMARY STATEMENT OF PROFIT AND LOS
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THE ISSUE Issue by our Company Of w
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Name, Designation, Occupation and D
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Statutory Auditor M/s J.B. Reddy &
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Sr. No. requirements and completion
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4) Ensure that the Bid-cum-Applicat
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Only Bids that are uploaded on the
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Notes to capital structure 1. Histo
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Date of allotment/ Transfer Number
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Regulations and in compliance with
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10. Shareholding pattern of our Com
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24. The Equity shares held by the P
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of the proceeds and increasing or d
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17 CATERPILLAR MOTOR GRADER MODEL C
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lakhs respectively. Other current a
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BASIS FOR ISSUE PRICE Investors sho
Page 69 and 70: STATEMENT OF TAX BENEFITS The Board
Page 71 and 72: 7. The amount of tax paid under sec
Page 73 and 74: If the specified asset is transferr
Page 75 and 76: B. 2. Non-Resident Indians Further,
Page 77 and 78: months from the date of transfer in
Page 79 and 80: (Source:CRISIL Research, Indian Inf
Page 81 and 82: Operations and Maintenance (O&M) Co
Page 83 and 84: Major and Medium irrigation project
Page 85 and 86: Funding Sources Irrigation projects
Page 87 and 88: Up gradation/ strengthening of 5,00
Page 89 and 90: Rural roads PMGSY: Government‟s c
Page 91 and 92: Rural roads under the PMGSY are 100
Page 93 and 94: To realize this potential, the Indi
Page 95 and 96: In addition to above, private playe
Page 97 and 98: Our major clientele under different
Page 99 and 100: Having a pan-India presence by bidd
Page 101 and 102: Indent Source identification Collec
Page 103 and 104: . Construction of Canals including
Page 105 and 106: Project & Location Construction of
Page 107 and 108: Project & Location Value of Project
Page 109 and 110: Project & Location Waghur Dam, Maha
Page 111 and 112: B. Earth Works: 1. Excavator/ Back
Page 113 and 114: We obtain specialized insurance for
Page 115 and 116: KEY REGULATIONS AND POLICIES Our Co
Page 117 and 118: 8. Local Shops and Establishments L
Page 119: HISTORY AND OTHER CORPORATE MATTERS
Page 123 and 124: Of the two, APRCL-CRSSG (JV) was aw
Page 125 and 126: awarded the contract to the JV vide
Page 127 and 128: OUR MANAGEMENT Our Company is curre
Page 129 and 130: years, Special Silver Award and The
Page 131 and 132: Sitting Fees payable to Non Executi
Page 133 and 134: 3. Monitoring transfers, transmissi
Page 135 and 136: Management Organisational Structure
Page 137 and 138: Employees As on February 28, 2011 o
Page 139 and 140: Promoter and Promoter Group Matrix
Page 141 and 142: BIL has made an application dated S
Page 143 and 144: 2. Prarthana Inns Private Limited (
Page 145 and 146: Shareholding Pattern Sr. No. Name o
Page 147 and 148: Shareholding Pattern Sr. No. Name o
Page 149 and 150: DIVIDEND POLICY Our Company has no
Page 151 and 152: B. Other Financial Information: We
Page 153 and 154: ANNEXURE II SUMMARY STATEMENT OF AS
Page 155 and 156: STATEMENT OF ADJUSTMENTS TO AUDITED
Page 157 and 158: e. Inventories: Materials, Stores a
Page 159 and 160: 5. Managerial Remuneration: Sr. No.
Page 161 and 162: ANNEXURE - V SUMMARY STATEMENT OF C
Page 163 and 164: I. Primary Securityto Karnataka Ban
Page 165 and 166: ANNEXURE- IX STATEMENT OF LOANS AND
Page 167 and 168: ANNEXURE- XII Detail of Related Par
Page 169 and 170: Sreenivasa Associates (Project Work
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ANNEXURE -XVII STATEMENT OF INVESTM
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MANAGEMENT‟S DISCUSSION AND ANALY
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Work Expenditure Work expenditure c
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Interest and Finance charges and De
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Interest & Finance Charges Interest
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3. Known trends or uncertainties th
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c d Residential plots Nos 4 &5in su
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SECTION VI - LEGAL AND OTHER INFORM
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paid by the NBCC and that the Sub c
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8376/2008 of Delhi, New Delhi Const
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PART 4: LITIGATION RELATING TO OUR
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GOVERNMENT AND OTHER APPROVALS Our
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5. Special Class Contractor Registr
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OTHER REGULATORY AND STATUTORY DISC
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1. “WE HAVE EXAMINED VARIOUS DOCU
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14. WE ENCLOSE A NOTE EXPLAINING HO
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Filing A copy of this Draft Red Her
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Public Issues in the Last Three Yea
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SECTION VII - ISSUE RELATED INFORMA
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applicant would prevail. If the inv
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The Equity Shares have not been and
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Particulars QIBs# Non-Institutional
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ISSUE PROCEDURE This section applie
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Foreign venture capital investors r
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Subject to compliance with all appl
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and conditions that our Company and
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circulation and also by indicating
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SHARES, IF THEY SO DESIRE, AS PER T
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Stock Exchanges; nor does it in any
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(e) Allocation to Eligible NRIs or
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Notice to QIBs: Allotment/Transfer
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number of shares that can be held b
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The Bidders should note that the es
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Other Instructions Joint Bids in th
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20) In case no corresponding record
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shall be punishable with imprisonme
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i. Each successful Bidder shall be
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1. Direct Credit - Applicants havin
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ASBA Bids within eight Working Days
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RESTRICTIONS ON FOREIGN OWNERSHIP O
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6. MODIFICATION OF RIGHTS Whenever
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In the case of debentures or loans
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29. DIRECTORS MAY EXTEND TIME The B
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affect and the direction shall be e
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(1) Notwithstanding anything to the
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previous financial year or years ar
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141. INDEMNITY (1) If the Company s
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12. Application dated [•] for in-
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APR Constructions Limited - Saffron Capital

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