JAIN INFRAPROJECTS LIMITED - IDBI Capital

DRAFT RED HERRING PROSPECTUSDated 29 June 2010Please read Section 60B of the Companies Act, 1956100% Book Built Issue(The Red Herring Prospectus will be updated upon filing with the ROC)JAIN INFRAPROJECTS LIMITEDOur Company was incorporated on 7 November 2006 under the provisions of Companies Act, 1956 by converting M/s. Bengal Construction Co, a partnership firm, into a company under Part IX of theCompanies Act, 1956 under the name and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar of Companies at Kolkata, West Bengal. M/s. BengalConstruction Co was originally formed by a partnership deed dated 31 March 2000 and was subsequently reconstituted on 1 September 2001, 1 April 2004, 1 April 2005, 31 March 2006 respectively.Soon after incorporation, the name of the Company was changed from “Bengal Infrastructure Limited” to “Jain Infraprojects Limited” with effect from 21 December 2006 and a fresh certificate ofincorporation was issued by the Registrar of Companies at Kolkata, West Bengal. For further information on changes in the name and registered office of our Company, please see section titled “Historyand Corporate Structure” on page 101 of this Draft Red Herring Prospectus.Registered Office: “Premlata Building”, 5 th floor, 39 Shakespeare Sarani, Kolkata – 700 017Tel.: +91 33 4002 7777 Fax: +91 33 4002 7744 E-mail: info@jaingroup.co.in Website: www.jaingroup.co.inContact Person: Mr. Sumit Kumar Surana, Company Secretary & Compliance OfficerPromoters of our Company: Mr. Mannoj Kumar Jain, Mrs. Rekha Mannoj Jain, Smriti Food Park Private Limited, Prakash Endeavours Private Limitedand Tushita Builders Private LimitedPUBLIC ISSUE OF [] EQUITY SHARES OF RS. 10 EACH OF JAIN INFRAPROJECTS LIMITED (“JIL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OFRs. [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [] PER EQUITY SHARE) AGGREGATING UPTO RS. 30,000 LACS (THE “ISSUE”). THE ISSUE WOULDCONSTITUTE []% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY.THE FACE VALUE OF EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY IN CONSULTATIONWITH THE BOOK RUNNING LEAD MANAGERS AND ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/Issue Period not exceeding tenworking days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to National Stock Exchange of India Limited (“NSE”) andthe Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager (“BRLMs”) and at the terminals of theother members of the Syndicate.The Issue is being made under Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended and through the 100% BookBuilding Process wherein upto 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Provided that our Company may allocate upto 30% of the QIBportion to the Anchor Investors on discretionary basis (“Anchor Investor Portion”). Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on aproportionate basis to Mutual Funds only and the remaining QIB portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids beingreceived at or above the Issue Price. If the aggregate demand by Mutual Funds is less than 5% of the QIB portion, the balance Equity Shares available for allocation in the Mutual Fund portion will beadded to the QIB portion and be available for allocation proportionately to the QIB Bidders. Further not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders subject to valid Bids being received from them at or above theIssue Price. Any Bidder may participate in this Issue though the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid Amounts will be blocked by theSCSBs. Specific attention of investors is invited to the section titled “Issue Procedure” on page 288.RISK IN RELATION TO THE FIRST ISSUEThis being the first issue of equity shares of our Company, there has been no formal market for the securities of our Company. The face value of the Equity Shares is Rs.10/- each and the Issue Price is„[●]-times‟ of the face value. The Issue Price (has been determined and justified by the Book Running Lead Managers and the Company as stated under the paragraph on “Basis for Issue Price”) shouldnot be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of ourCompany nor regarding the price at which the Equity Shares will be traded after listing.GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investorsare advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issueincluding the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee theaccuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the statement of „Risk Factors‟ given on page xii of this Draft Red Herring Prospectus.ISSUER‟S ABSOLUTE RESPONSIBILITYThe Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Issuer and the Issue that ismaterial in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that theopinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or theexpression of any such opinions or intentions, misleading in any material respect.IPO GRADINGThis Issue has been graded by [●] as [●] (pronounced [●]), indicating [●].The rationale furnished by the grading agency for its grading, will be updated at the time of filing of the Red HerringProspectus with the Designated Stock Exchange. For more information on IPO Grading, please refer to the section titled “General information” beginning on page 14 of this Draft Red HerringProspectus.LISTING ARRANGEMENTThe Equity Shares of the Company are proposed to be listed on the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). We have received in-principleapproval from these Stock Exchanges for the listing of our Equity Shares pursuant to their letters dated [] and [] respectively. For purposes of this Issue, the Designated Stock Exchange is [●].BOOK RUNNING LEAD MANAGERS TO THE ISSUEREGISTRAR TO THE ISSUEIDBI CAPITAL MARKET SERVICESLIMITED5th Floor, Mafatlal CentreNariman Point, Mumbai - 400 021Tel: +91 22 4322 1212Fax: +91 22 2283 8782Email: jaininfra.ipo@idbicapital.comInvestor Grievance Email:redressal@idbicapital.comWebsite: www.idbicapital.comContact Person: Mr. Piyush Bansal / Mr.Subodh MallyaSEBI Registration No.:INM000010866***SBI CAPITAL MARKETS LIMITED202, Maker Tower „E‟,Cuff Parade, Mumbai 400 005Tel: +91 22 2217 8300Fax: +91 22 2218 8332Email: jaininfra.ipo@sbicaps.comInvestor Grievance Email:investor.relations@sbicaps.comWebsite: www.sbicaps.comContact Person: Mr. Gitesh Vargantwar/Ms. Sylvia MendoncaSEBI Registration No.: INM000003531KEYNOTE CORPORATE SERVICESLIMITED4 th Floor, Balmer Lawrie Building,5, J.N. Heredia Marg, Ballard Estate,Mumbai -400 001Tel: +91 22 3026 6000Fax: +91 22 2269 4323Email: mbd@keynoteindia.netInvestor Grievance Email:mbd@keynoteindia.netWebsite: www.keynoteindia.netContact Person: Mr. Girish SharmaSEBI Registration No: INM 000003606KARVY COMPUTERSHAREPRIVATE LIMITEDKarvy House,46, Avenue 4, Street No.1,Banjara Hills, Hyderabad - 500 034Tel: +91 40 2331 2454Fax: +91 40 2331 1968E-mail:jaininfra.ipo@karvy.comInvestor Grievance Email:einward.ris@karvy.comWebsite: http://karisma.karvy.comContact Person: Mr. M. Murali KrishnaSEBI Registration No: INR 000000221BID/ISSUE PROGRAMMEISSUE OPENS ON* [] ISSUE CLOSES ON** []*Our Company may consider participation by Anchor Investors. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date.** Our Company may consider closing the Bidding by QIB Bidders one Working Day prior to the Bid/Issue Closing Date subject to the Bid/Issue Period being for a minimum ofthree Working Days.***Application for renewal of the licence has been made on 11 March 2010.

TERMBid AmountBid/ Issue Closing DateBid/ Issue Opening DateBid cum Application FormBidderBook Building ProcessBRLMs/ Book Running LeadManagersCAN/ Confirmation of AllotmentNoteCap PriceCut-off/ Cut-Off PriceDesignated BranchesDesignated DateDesignated Stock ExchangeDraft Red HerringProspectus/DRHPEligible NRIEquity SharesEscrow AccountDESCRIPTIONFor the purpose of ASBA Bidders, it means an indication to make an offerduring the Bidding/ Issue Period by an ASBA Bidder pursuant to thesubmission of the ASBA BCAF to subscribe to the Equity Shares.The highest value of the optional Bids indicated in the Bid cum ApplicationForm.The date after which the members of the Syndicate and SCSB will notaccept any Bids for this Issue, which shall be notified in a widely circulatedEnglish national newspaper, a Hindi national newspaper and a Bengalinewspaper.The date on which the members of the Syndicate and SCSB shall startaccepting Bids for this Issue, which shall be the date notified in a widelycirculated English national newspaper, a Hindi national newspaper and aBengali newspaper.The form in terms of which the Bidder shall make an offer to subscribe tothe Equity Shares of the Company and which will be considered as theapplication for allotment in terms of the Draft Red Herring Prospectusincluding ASBA BCAF (if applicable).Any prospective investor who makes a Bid pursuant to the terms of the RedHerring Prospectus and the Bid cum Application Form.Book building mechanism as provided under Schedule XI of the SEBIICDR Regulations in terms of which this Issue is made.Book Running Lead Managers to this Issue, in this case being IDBI Caps,SBI Caps and Keynote.The note or advice or intimation including any revision thereof sent to eachsuccessful Bidder (including Anchor Investor) indicating the Equity Sharesallocated after discovery of Issue Price.The upper end of the Price Band, above which the Issue Price will not befinalized and above which no Bids will be accepted.The Issue Price finalised by the Company in consultation with the BRLMsand it shall be any price within the Price Band. A Bid submitted at Cut-offPrice by a Retail Individual Bidder and Eligible Employees, whose BidAmount does not exceed Rs. 1,00,000 is a valid Bid at all price levelswithin the Price Band.Such branches of the SCSBs which shall collect the ASBA BCAF used byASBA Bidders and a list of which is available onwww.sebi.gov.in/pmd/scsb.html.The date on which funds are transferred from the Escrow Account to thePublic Issue Account or the Refund Account, as appropriate, or the amountblocked by the SCSB is transferred from the bank account of the ASBABidder to the Public Issue Account, as the case may be after the Prospectusis filed with the Registrar of Companies located at Kolkata, West Bengal,following which the Board of Directors shall allot Equity Shares tosuccessful Bidders.[].The Draft Red Herring Prospectus dated 29 June 2010 issued in accordancewith Section 60-B of the Companies Act and SEBI ICDR Regulations,which is filed with SEBI and does not have complete particulars on theprice at which the Equity Shares are offered and size of the Issue.An NRI from such a jurisdiction outside India where it is not unlawful tomake an offer or invitation under this Issue and in relation to whom theDraft Red Herring Prospectus constitutes an invitation to Bid on the basis ofthe terms thereof.Equity Shares of the Company of face value of Rs. 10 each unlessotherwise specified in the context thereof.Account opened with Escrow Collection Bank(s) and in whose favor theBidder (excluding ASBA Bidders) will issue cheques or drafts in respect ofthe Bid Amount when submitting a Bid.iii

TERMEscrow AgreementEscrow Collection Bank(s)First BidderFloor PriceIDBI CapsIndian NationalIssueIssue AgreementIssue ProceedsIssue/ Bidding PeriodIssue PriceJainInfra ESOP 2009KeynoteMargin AmountMutual FundsMutual Fund PortionNet ProceedsNon Institutional BiddersNon Institutional PortionNon-ResidentOffer DocumentPay-in DateDESCRIPTIONAgreement to be entered into among the Company, the Registrar to thisIssue, the Escrow Collection Banks, Syndicate Members and the BRLMs inrelation to the collection of the Bid Amounts and dispatch of the refunds (ifany) of the amounts collected, to the Bidders (excluding ASBA Bidders).The banks, which are registered with SEBI and are entitled to act asBanker(s) to the Issue at which the Escrow Account for the Issue will beopened, in this case being [].The Bidder whose name appears first in the Bid cum Application Form orRevision Form or ASBA BCAF.The lower end of the Price Band, below which the Issue Price will not befinalized and below which no Bids will be accepted.IDBI Capital Markets Services Limited.A citizen of India as defined under the Indian Citizenship Act, 1955, asamended, who is not an NRI.The issue of [] Equity Shares of Rs. 10 each fully paid up at the Issue Priceaggregating upto Rs. 30,000 Lacs in terms of this Draft Red HerringProspectus.The agreement dated 15 June 2010 entered into among our Company andthe BRLM, pursuant to which certain arrangements are agreed to in relationto the Issue.The gross proceeds of the Issue that would be available to the Company.The period between the Bid / Issue Opening Date and the Bid/Issue ClosingDate inclusive of both days and during which prospective Bidders cansubmit their Bids.The final price at which Equity Shares will be issued and allotted in termsof the Draft Red Herring Prospectus or the Prospectus, as determined by theCompany in consultation with the BRLMs, on the Pricing Date.The employee stock option plan framed by the Company being theJainInfra Employee Stock Option Plan, 2009.Keynote Corporate Services Limited.The amount paid by the Bidder at the time of submission of the Bid, being100% of the Bid Amount.Means mutual funds registered with SEBI pursuant to the SEBI (MutualFunds) Regulations, 1996, as amended from time to time.Upto 5% of the QIB portion (excluding the Anchor Investor Portion), being[●] Equity Shares, available for Allocation on proportionate basis to MutualFunds only. The remainder of the QIB portion shall be available forAllocation on a proportionate basis to all QIB bidders, including MutualFunds.The Issue Proceeds less the Issue related expenses. For further informationabout use of the Issue Proceeds and the Issue expenses see “Objects of theIssue” on page 37 of this Draft Red Herring Prospectus.All Bidders (including sub-accounts which are foreign corporates or foreignindividuals) that are not QIBs or Retail Individual Bidders and who havebid for Equity Shares for an amount more than Rs. 1,00,000 (but notincluding NRIs other than Eligible NRIs).The portion of this Issue being not less than 15% of the Issue consisting of[] Equity Shares of Rs. 10/- each aggregating Rs. [] Lacs, available forallocation to Non Institutional Bidders.A person resident outside India, as defined under FEMA and includes aNon Resident Indian.Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus.The Bid/Issue Closing Date, except with respect to Anchor Investors, theAnchor Investor Bidding Date or a date not later than two days after theBid/Issue Closing date, as may be applicable.iv

TERMPay-in-PeriodPrice BandPricing DateProspectusPublic Issue AccountQIB PortionQualified Institutional Buyers orQIBsRed Herring Prospectus/RHPRefund AccountRefund Banker(s)Refunds through electronictransfer of fundsRegistrar/ Registrar to this IssueRetail Individual BiddersRetail PortionRevision FormDESCRIPTIONWith respect to Anchor Investors, it shall be the Anchor Investor Bid/ IssuePeriod and extending until two Working Days after the Bid/ Issue ClosingDate.In the event the Anchor Investor is required to pay any additional amountdue to the Issue Price being higher than the Anchor Investor Issue Price.Price band of a minimum price (floor of the price band) of Rs. [●] and themaximum price (cap of the price band) of Rs. [●] and includes revisionsthereof. The price band will be decided by the Company in consultationwith the BRLMs and shall be notified in an English national dailynewspaper, a Hindi national daily newspaper and Bengali newspaper, eachwith wide circulation.The date on which the Company in consultation with the BRLMs finalizesthe Issue Price.The Prospectus to be filed with the RoC in accordance with Section 60 ofthe Companies Act, containing, inter alia, the Issue Price that is determinedat the end of the Book Building Process, the size of the Issue and certainother information.Account opened with the Banker to this Issue to receive monies from theEscrow Account for this Issue on the Designated Date.The portion of the Issue to be Allotted to QIBs (including the AnchorInvestor Portion) being upto [] Equity Shares.Public financial institutions as specified in Section 4A of the CompaniesAct, scheduled commercial banks, mutual fund registered with SEBI, FIIand sub-account registered with SEBI, other than sub-account which is aforeign corporate or foreign individual, multilateral and bilateraldevelopment financial institution, venture capital fund registered withSEBI, foreign venture capital investor registered with SEBI, state industrialdevelopment corporation, insurance company registered with InsuranceRegulatory and Development Authority, provident fund with minimumcorpus of Rs. 2,500 Lacs, pension fund with minimum corpus of Rs. 2,500Lacs, National Investment Fund set up by Government of India andinsurance funds set up and managed by army, navy or air force of the Unionof India.The Red Herring Prospectus to be issued in accordance with Section 60B ofthe Companies Act, which will not have complete particulars of the price atwhich the Equity Shares are offered and the size of the Issue. The RedHerring Prospectus will be filed with the RoC at least three days before theBid Opening Date and will become a Prospectus upon filing with the RoCafter the Pricing Date.The account opened with Escrow Collection Bank(s), from which refunds(excluding to the ASBA Bidders), if any, of the whole or part of the BidAmount shall be made.The Banker(s) to the Issue, with whom the Refund Account(s) will beopened, in this case being [].Refunds through electronic transfer of funds means refunds through ECS,Direct Credit, NEFT, RTGS or the ASBA process, as applicable.Karvy Computershare Private Limited.Individual Bidders (including HUFs and Eligible Employees) who have Bidfor an amount less than or equal to Rs. 1,00,000 in any of the biddingoptions in this Issue.Consists of [] Equity Shares of Rs. 10 each aggregating Rs. [] Lacs, beingnot less than 35% of the Issue, available for allocation to Retail IndividualBidder(s).The form used by the Bidders (excluding ASBA Bidders) to modify thev

TERMSBI CapsSelf Certified Syndicate Bank(SCSB)SEBI ESOP GuidelinesStock ExchangesSyndicateSyndicate AgreementSyndicate MemberTransaction Registration Slip/TRSUnderwritersUnderwriting AgreementDESCRIPTIONquantity of Equity Shares or the Bid price in any of their Bid cumApplication Forms or any previous Revision Form(s).SBI Capital Markets Limited.SCSB is a Banker to an Issue registered under SEBI (Bankers to an Issue)Regulations, 1994 and which offers the service of making an ApplicationSupported by Blocked Amount and recognized as such by SEBI from timeto time.SEBI (Employee Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines, 1999 as amended from time to time.Bombay Stock Exchange Limited and the National Stock Exchange of IndiaLimited.The BRLMs and the Syndicate Member.The agreement to be entered into between the Company and the membersof the Syndicate, in relation to the collection of Bids (excluding ASBABids) in this Issue.Intermediaries registered with SEBI and Stock Exchanges and eligible toact as underwriters. Syndicate Member(s) is / are appointed by the BRLMs,in this case being [●].The slip or document issued by the Syndicate Member or the SCSB (onlyon demands) to the Bidders as proof of registration of the Bid.The BRLMs and the Syndicate Member.The Agreement among the Underwriters and the Company to be enteredinto on or after the Pricing Date.ABBREVIATIONSABBREVIATIONAEDAct or Companies ActAGMAMBIASASBAAYBSEBG/LCCAGRCDSLCRISILDPDP IDEBITAECSEGMEPSESOPFCNR AccountFDIFEMAFEMA RegulationsFULL FORMArab Emirates DirhamsThe Companies Act, 1956 as amended from time to timeAnnual General MeetingAssociation of Merchant Bankers of IndiaAccounting Standards issued by the Institute of Chartered Accountants ofIndiaApplication Supported by Blocked AmountAssessment YearBombay Stock Exchange LimitedBank Guarantee/ Letter of CreditCompounded Annual Growth Rate.Central Depository Services (India) LimitedCredit Rating and Information Services of India LimitedDepository ParticipantDepository Participant‟s IdentityEarnings Before Interest, Tax, Depreciation and AmortisationElectronic Clearing SystemExtra Ordinary General Meeting of the shareholdersEarnings per Equity ShareEmployee Stock Option PlanForeign Currency Non Resident Account.Foreign Direct InvestmentForeign Exchange Management Act, 1999, as amended from time to time andthe regulations issued thereunderFEMA (Transfer or Issue of Security by a Person Resident Outside India)vi

ABBREVIATIONFIIFIsFIPBFVCIGDPGIR NumberGoI/ GovernmentHUFINR / Rs./ RupeesIndian GAAPISINIT ActIT RulesLA ActLYD or Libyan DollarsMn/ mnMOUNA/n.aNAVNEFTNRNRE AccountNRI/Non-Resident IndianNRO AccountNSDLNSEOCBp.a.P/E RatioPANPATPBTPIOPLRRBIRBI ActRoC/Registrar of CompaniesRoNWRs./ INRRTGSSCRASCRRFULL FORMRegulations 2000 and amendments theretoForeign Institutional Investor (as defined under SEBI (Foreign InstitutionalInvestors) Regulations, 1995, as amended from time to time) registered withSEBI under applicable laws in IndiaFinancial InstitutionsForeign Investment Promotion Board, Department of Economic Affairs,Ministry of Finance, Government of IndiaForeign Venture Capital Investors registered with SEBI under the SEBI(Foreign Venture Capital Investor) Regulations, 2000Gross Domestic ProductGeneral Index Registry NumberGovernment of IndiaHindu Undivided FamilyIndian Rupees, the legal currency of the Republic of IndiaGenerally Accepted Accounting Principles in IndiaINE165J01014The Income Tax Act, 1961, as amended from time to timeThe Income Tax Rules, 1962, as amended from time to time, except as statedotherwiseLand Acquisition Act, 1894 as amended from time to timeThe official currency of the Great Socialist People's Libyan Arab JamahiriyMillionMemorandum of UnderstandingNot ApplicableNet Asset ValueNational Electronic Fund TransferNon ResidentNon Resident External AccountA person resident outside India, as defined under FEMA and who is a citizenof India or a person of Indian origin, each such term as defined under theFEMA (Deposit) Regulations, 2000, as amendedNon Resident Ordinary AccountNational Securities Depository LimitedNational Stock Exchange of India LimitedA company, partnership, society or other corporate body owned directly orindirectly to the extent of at least 60% by NRIs including overseas trusts, inwhich not less than 60% of beneficial interest is irrevocably held by NRIsdirectly or indirectly as defined under Foreign Exchange Management(Transfer or Issue of Foreign Security by a Person resident outside India)Regulations, 2000. OCBs are not allowed to invest in this IssuePer annumPrice/Earnings RatioPermanent Account NumberProfit after taxProfit before taxPerson of Indian OriginPrime Lending RateThe Reserve Bank of IndiaThe Reserve Bank of India Act, 1934, as amended from time to timeThe Registrar of Companies, West BengalReturn on Net WorthIndian RupeesReal Time Gross SettlementSecurities Contract (Regulation) Act, 1956, as amended from time to timeSecurities Contracts (Regulation) Rules, 1957, as amended from time to timevii

ABBREVIATIONFULL FORMSEBISecurities and Exchange Board of India constituted under the SEBI ActSecurities and Exchange Board of India Act, 1992, as amended from time toSEBI ActtimeSEBI Regulation/ SEBI ICDR The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009Regulationsas amendedSEBI Insider Trading Regulations The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amendedfrom time to time, including instructions and clarifications issued by SEBIfrom time to timeSEBI Takeover Regulations or Securities and Exchange Board of India (Substantial Acquisition of SharesTakeover Codeand Takeovers) Regulations, 1997 as amended from time to timeUAE Dirham or Dirham The official currency of United Arab EmiratesUSD/ $/ US$The United States Dollar, the legal currency of the United States of AmericaNotwithstanding the foregoing:a. In the section titled “Financial Statements” on page 149 of this Offer Document, defined terms shall havethe meaning given to such terms in that section.b. In the section titled “Main Provisions of the Articles of Association of the Company” on page 320 of thisOffer Document, defined terms have the meaning given to such terms in the Articles of Association of theCompany.viii

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATAFinancial DataUnless stated otherwise the financial data in this Draft Red Herring Prospectus is derived from the Company‟srestated audited financial statements for the nine months ended 31 December 2009 and financial years ended 31March 2009, 2008, 2007, 2006 and 2005 prepared in accordance with Indian GAAP and the Companies Act andrestated in accordance with SEBI Regulations, as stated in the report of the statutory Auditors, R.K.Chandak &Co.Our Fiscal Year commences on 1 April and ends on 31 March of a particular year. Unless stated otherwise,references herein to a fiscal year (e.g., fiscal 2010), are to the fiscal year ended 31 March of a particular year.In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of theamounts listed are due to rounding-off.Currency of PresentationAll references to “India” in this Draft Red Herring Prospectus are to the Republic of India.In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to „Rupees‟ or „Rs.‟are to Indian Rupees, the official currency of the Republic of India.All references to the word “Lakh” or “Lacs” means “one Hundred thousand”, the word “Crore” means“HundredLacs”, the word “million (million)” means “ten lakh”, the word “Crore” means “ten million” and the word“billion (bn)” means “one hundred crore”. In this Draft Red Herring Prospectus, any discrepancies in any tablebetween total and the sum of the amounts listed are due to rounding-off.All references to „$‟, „US$‟ or „U.S. Dollars‟ are to United States Dollars, the official currency of the UnitedStates of America.All references to “Dirham”, “UAE Dirham” are to the official currency of the United Arab Emirates.All references to “Libyan Dollars”, “LYD” are to the official currency of the Great Socialist People's LibyanArab Jamahiriy.Exchange RatesThis Draft Red Herring Prospectus contains translations of certain US Dollar, UAE Dirham and LYD intoIndian Rupees that have been presented solely to comply with the requirements of the SEBI Regulations. Theseconvenience translations should not be construed as a representation that those US Dollar, UAE Dirham andLYD could have been, or can be converted into Indian Rupees, at any particular rate, the rates stated below or atallIndustry and Market DataUnless stated otherwise, Market and industry data used in this Draft Red Herring Prospectus has been obtainedfrom publications (including websites) available in public domain and internal Company reports and data.Industry publications generally state that the information contained in those publications has been obtained fromsources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliabilitycannot be assured. Although the Company believes the market data used in this Draft Red Herring Prospectus isreliable, it has not been independently verified. Similarly, internal Company reports and data, while believed tobe reliable, have not been verified by any independent source.The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningfuldepends on the reader‟s familiarity with and understanding of the methodologies used in compiling such data.The information included in this Draft Red Herring Prospectus about other listed and unlisted companies isbased on their respective annual reports and their respective information publicly available.ix

FORWARD-LOOKING STATEMENTSWe have included statements in this Draft Red Herring Prospectus which contains words such as aim”,“anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “willcontinue”, “will pursue”, “is likely to result in”, “contemplate”, “seek to”, “future”, “objective”, “should” andsimilar expressions or variations of such expressions, that are “forward-looking statements”. Similarly,statements that describe our strategies, objectives, plans or goals are also forward-looking statements. Allforward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actualresults and property valuations to differ materially from those contemplated by the relevant forward-lookingstatements.Actual results may differ materially from those suggested by the forward looking statements due to risks oruncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertainingto the industries in India in which we have our businesses and our ability to respond to them, our ability tosuccessfully implement our strategy, our growth and expansion, technological changes, our exposure to marketrisks, general economic and political conditions in India and which have an impact on our business activities orinvestments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interestrates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets inIndia and globally, changes in domestic laws, regulations and taxes and changes in competition in our industry.Important factors that could cause actual results to differ materially from our expectations include, but are notlimited to, the following:General economic and business conditions in the markets in which the Company operates and in thelocal, regional and national and international economies;Changes in laws and regulations relating to the industries in which the Company operates;Increased competition in the industry in which the Company operates;The nature of our contracts with our customers which contain inherent risks and contain certainprovisions which, if exercised, could result in lower future income and negatively affect ourprofitability;Unanticipated variations in the duration, size and scope of the projects;Changes in political and social conditions in India or in other countries that the Company may enter,the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipatedturbulence in interest rates, equity prices or other rates or prices;Our ability to successfully implement and launch various projects and business plans for which fundsare being raised through this Issue ;Our ability to meet our capital expenditure requirements;Fluctuations in operating costs;The performance of the financial markets in India; andAny adverse outcome in the legal proceedings in which we are involved.For further discussion of factors that could cause our actual results to differ from our expectations, see thesections titled “Risk Factors”, “Our Business” and “Management‟s Discussion and Analysis of FinancialCondition and Results of Operations” on pages xii, 72 and 216 respectively, of this Draft Red HerringProspectus.By their nature, certain market risk disclosures are only estimates and could be materially different from whatactually occurs in the future. As a result, actual future gains or losses could materially differ from those thatx

have been estimated. Forward-looking statements refer to expectations only as of the date of this DRHP. Neitherour Company nor members of the Syndicate nor any of their respective affiliates or associates have anyobligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arisingafter the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do notcome to fruition. In accordance with SEBI requirements, our Company will ensure that investors in India areinformed of material developments until the time of the grant of listing and trading approvals by the StockExchanges.xi

SECTION II: RISK FACTORSAn investment in Equity Shares involves a high degree of risk. You should carefully consider all the informationin this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making aninvestment in our Equity Shares. If any of the following risks, or other risks that are not currently known or arenow deemed immaterial, actually occur, our business, results of operations and financial condition could suffer,the price of our Equity Shares could decline, and you may lose all or part of your investment. The financial andother related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factorsmentioned below. However, there are risk factors where the impact is not quantifiable and hence the same hasnot been disclosed in such risk factors. Investment in equity and equity related securities involve a degree of riskand investors should not invest any funds in this offer unless they can afford to take the risk of losing theirinvestment. Investors are advised to read the risk factors carefully before taking an investment decision in thisoffering. Before making an investment decision, investors must rely on their own examination of the offer andus.Unless otherwise stated, the financial information of the Company used in this section is derived from ourfinancial statements under Indian GAAP, as restated. Unless otherwise stated, we are not in a position tospecify or quantify the financial or other risks mentioned herein.For capitalized terms used but not defined in this chapter, see the section titled “Definitions and Abbreviations”beginning on page i.Risks Relating to our BusinessInternal Risks1. We are yet to acquire most of the land required for the execution of the proposed Sports CityComplex. Any delay in the acquisition of the land may delay the completion of the project and willtherefore adversely affect the financial condition of our Company and its business prospects.Pursuant to a letter of intent from the Sports Wing, Sports & Youth Services Department, Governmentof West Bengal, our Company was awarded the project of setting up a sports township at Rajarhat,West Bengal. Under the terms of the award, our Company has to procure 250 acres of land for settingup the sports township at Rajarhat. In view of the said project, our Company is in the process ofprocuring the land for setting up the Sports City Complex. The delay or inability in relation to theacquisition of the land by our Company may consequently delay the implementation of the Sports CityComplex.We cannot assure you that we will be able to acquire and obtain undisputed legal title to and possessionof the land best suited for the Sports City Complex and all necessary approvals and permits for theintended uses of such land. We cannot also assure you that such acquisitions will be completed in atimely manner, on terms that are commercially acceptable to us or at all.In the event the Company is unable to acquire and obtain undisputed legal title to and possession of theland suited for the Sports City Complex and all necessary approvals and permits for the intended usesof such land, the Company may not be able to execute the project in a timely manner, which mayadversely affect the financial condition of our Company.2. We may not be able to complete the construction of sports facilities to be spread over 50 acres out ofthe 250 acres earmarked for the Sports City Complex within the stipulated period of 4 years set outin the letter of intent. Any delay in completion of the project may have a material impact on ourCompany and its business prospects.The letter of intent contemplates a time duration of 4 (Four) years from the date of work order for theconstruction and development of the sports facilities over 50 acres (“Sports Facility Area”) of theearmarked 250 acres for the Sports City Complex. There is no assurance that we will be able to finishthe construction and development of the Sports Facility Area within the stipulated period of 4 years,thereby having an impact on the financial position of our Company.xii

3. Our Company, one of our Promoters and some of our Group Companies have received demandnotices from various tax authorities raising certain tax demands and in the event such demandnotices become due and payable, it would have an implication on the financial condition of theCompany.Our Company and some of our Group Companies have received various demand notices from the taxauthorities under the IT Act, Service Tax Act and Central Excise Act. The outcome of said demandnotices is uncertain and may have an implication on the financial condition of our Company. In theevent said notices become immediately due and payable, the financial condition of our Company maybe adversely affected. The quantum of such demands has been listed below:Name of Entity Nature of Demand Notice Quantum (Rs. inLacs)Our CompanyJain Infraprojects LimitedService Tax 82.48Income Tax 22.51Tax Deduction at Source 20.38Sub-total (A) 125.37Our PromoterTushita Builders Private Limited Income Tax 11.48Sub-total (B) 11.48Our Group CompaniesCentral Excise 232.96Jain Steel and Power Limited Tax Deduction at Source 0.59Entry Tax 37.38Jain Realty Limited Tax Deduction at Source 0.01Jain Energy Limited Tax Deduction at Source 1.25Sub-total (C) 272.19Total (A + B + C) 409.04The Company, one of our Promoters and the abovenamed Group Companies may be subject to anaggregate liability of Rs. 409.04 Lacs along with interest and penalty that may be imposed by the taxauthorities in relation to the said amounts.4. There are certain other litigations filed against one of our Group Companies and the outcome ofthese proceedings may have an impact on the standing of the said group companyJain Steel and Power Limited had made certain payments of entry tax under the Orissa Entry Tax Act,1999 against which the Company had filed a writ petition before the Orissa High Court challenging thevalidity of the Entry Tax Act which was disposed allowing Jain Steel and Power Limited to appealagainst the demand order. Pending the finality of the proceedings, Jain Steel and Power Limited hasbeen making payment of the entry tax in accordance with a decision of the division bench of OrissaHigh Court on the same issue. A Special Leave Petition has also been filed by Jain Steel and PowerLimited before the Supreme Court challenging the validity of the Entry Tax Act which is pending.Depending on the outcome of these proceedings, Jain Steel & Power Limited may be required to paythe amounts remaining unpaid on the demand notices of Rs. 37.38 Lacs for entry tax and any suchunfavourable decision of the Court may have an impact on the business and the financial condition ofsuch company.Further, Jain Steel and Power Limited is also subject to an appeal filed before the NationalEnvironmental Appellate Authority under which the said company may be required to cease alloperations at its steel plant situated at Durlaga, Jharsuguda District, Orissa. Any such decision of theAuthority may have an adverse effect on the business and financial condition of the said GroupCompany and may, therefore, have an impact on the standing of our Group.5. Portion of Equity Shares owned by Smriti Food Park Private Limited and Tushita Builders PrivateLimited, our promoters, have been pledged with our lender, IDBI Bank Limited, pursuant toxiii

financial covenants contained in our loan agreements. If we default on our obligations, lenders mayexercise their rights under the loan agreements.Two of our Promoters, Smriti Food Park Private Limited (“SFFPL”) and Tushita Builders PrivateLimited (“TBPL”), have entered into agreements for pledge of shares with IDBI Bank Limited in lieuof a facility granted to our Company. Pursuant to the said agreements, SFFPL and TBPL have pledged20 percent and 10 percent, respectively, of the total shareholding in our Company. Further, in the eventour Company defaults in relation to any of the covenants in the facility agreements, the concernedlenders may exercise such rights conferred on them, including the right to recall the loan amountssanctioned. Further, IDBI Bank Limited may, upon a default by our Company of the covenants in thefacility agreement, review the management setup or organization of our Company requiring ourCompany to restructure its management as may be considered necessary. If this happens, we may notbe able to conduct our business as planned, or at all.6. We are not aware of any licenses that have been either procured or applied for the work ordersassigned to us by Westinghouse Saxby Farmer Limited.We have been assigned work orders by Westinghouse Saxby Farmer Limited (“Westinghouse”) fromtime to time. By virtue of the work orders awarded to Westinghouse by the Government of WestBengal, Westinghouse has been entrusted with the responsibility of procuring all applicable licenses forundertaking the said assigned projects. Westinghouse has, vide its letter dated 22 June 2010,undertaken the responsibility of procuring all necessary approvals and licenses from the relevantauthorities for the assigned projects. We are unaware of any licenses and / or approvals that have beenprocured by Westinghouse for the assigned projects. We cannot assure you that all the requisitelicenses and approvals have been obtained by Westinghouse. Further, we cannot assure you that therewill be no actions taken against us for the licenses or approvals not procured by Westinghouse for theprojects assigned to us. We cannot also assure you that there will be no disruptions of work of theassigned projects due to non procurement of the applicable licenses and approvals. In the event there isdisruption of work because of the reason mentioned herein, the financial condition of our Companywill be adversely affected.7. We have given irrevocable performance bank guarantees amounting to Rs. 1,137.39 Lacs as on 27May 2010 pursuant to the work orders awarded to us, which, if invoked, may adversely affect ourfinancial position.We have given 14 (fourteen) continuing and irrevocable performance bank guarantees amounting toRs. 11,37,39,354 as on 27 May 2010 to IRCON International Ltd, National Building ConstructionCorporation Limited, CPWD, Patna, Uttar Pradesh Rajkiya Nirman Nigam Ltd, the Commercial TaxOfficer, Lucknow, Executive Engineer, RCD, Road Division, Motihari & Dhaka pursuant to workorders that have been awarded by the aforementioned entities to us. The said guarantees shall remain inforce until a demand of claim under the guarantee is made in writing to the bank giving the saidguarantee. Although such demands of claim under the performance guarantees have not been made bythe banks and there have been no expressed interest from the banks of doing so, there is no surety thatsuch demands of claim may not be raised by the banks and if such demands of claim are raised, thefinancial position of our Company may be adversely affected.8. We have given corporate guarantees on behalf of Jain Steel and Power Limite and Prakash VanijyaPrivate Limited to the tune of Rs. 4,264.00 Lacs and Rs. 647.69 Lacs respectively for loans takenfrom HUDCO and Indian Bank by Jain Steel and Power Limited and from Central Bank of India byPrakash Vanijya Private Limited. In the event all or any of the corporate guarantees are invoked, itmay adversely affect our financial condition.Our Company has availed fund based and non-fund based working capital facilities under a ConsortiumAgreement in addition to a term loan from the Central Bank of India. Further, our Group Companieshave also obtained term loans from certain financial institutions. In respect of these term loans,Corporate Guarantees to the extent of Rs 4,911.69 Lacs have been provided by our Company andGroup Companies such as Tushita Builders Private Limited, Smiriti Food Park Private Limited,Prakash Endeavours Private Limited, Prakash Vanijya Private Limited, Jain Technologies Park PrivateLimited, Jain Heavy Industries Private Limited, Neptune Plaza Maker Private Limited and QuantamNirman Private Limited. These guarantees are continuing and irrevocable in nature and the Companyxiv

or its Group Companies may be required to repay the sums borrowed in the event of default on the partof the Company or concerned Group Company. In the event our Company or any Group Company isrequired to pay these amounts, the same would have an adverse bearing on the financial position of ourCompany or the concerned Group Company.9. Two of our promoters, Mannoj Kumar Jain and Rekha Mannoj Jain, have given personalguarantees for Rs. 61,344 Lacs and Rs. 59,302 Lacs respectively borrowed by our Company andGroup Companies from various banks and financial institutions. In the event all or any of thepersonal guarantees are invoked, it may adversely affect their financial position.Our Company has availed fund based and non-fund based working capital facilities under a consortiumagreement and a term loan from the Central Bank of India under the loan agreement. Further, ourGroup Companies have also obtained term loans from certain banks / financial institutions. OurPromoters, Mannoj Kumar Jain and Rekha Mannoj Jain, have provided their personal guarantees foramounts aggregating to Rs. 61,344 Lacs and Rs. 59,302 Lacs respectively for repayment of the saidworking capital facilities, term loan and loans taken by our Group Companies. These guarantees areirrevocable and valid upto the repayment of the sums borrowed or the facilities availed by theCompany or the concerned Group Company and our Promoters may be required to pay the saidamounts in the event of default on the part of our Company or the Group Companies for repayment ofthe sums borrowed or facilities availed. In the event our Promoters are required to pay these amounts,the same would have a bearing on the financial position of our Company.10. Our Promoters have significant control over us and have the ability to direct our business andaffairs and their interests may conflict with your interests as a shareholder.As on date of the Draft Red Herring Prospectus, our Promoters, together with the members of thePromoter Group, hold 85.85% of our issued and paid up equity capital of the Company. Our Promoters,together with the members of the Promoter Group and the Promoter Group Companies, will hold [●] %of our post-Issue paid up capital. The Promoters have the ability to control our business, includingmatters relating to any sale of all or substantially all of our assets, timing and distribution of dividends,election of our officers and directors and change of control transactions. The Promoters‟ control coulddelay, defer or prevent a change in control of the Company, impede a merger, consolidation, takeoveror other business combination involving the Company or discourage a potential acquirer from making atender offer or otherwise attempting to obtain control of the Company even if it is in the Company‟sbest interest. The Promoters and members of the Promoter Group may influence the material policies ofthe Company in a manner that could conflict with the interests of our other shareholders.11. We await certain pending approvals and licences for some of our ongoing projects and in the eventwe are unable to procure these licences, our ability to execute these projects may be impairedSlNo1.2.3.Particulars of ContractIRCON International Limited,Bihar for improvement /upgradation of existing road ofState Highways into 2 laneroads in the DarbhangaDistrictIRCON International Limited,Bihar for improvement /upgradation of existing road ofState Highways into 2 laneroads in the Samastipur districtRoad ConstructionDepartment, Bihar forImprovement of Roads inMotihari & Dhaka DivisionLicences/Registrations PendingApproval/Renewal Registration under theBuilding and OtherConstruction Workers(Regulation of Employmentand Conditions of Service) Act License No. L-171/2007/ALCII underContract Labour (Regulationsand Abolition) Act Registration under theBuilding and OtherConstruction Workers(Regulation of Employmentand Conditions of Service) Act Licence for 20 workers underthe Contract LabourDate of Application25 November 200916 June 200915 December 2009xv

SlNo4.5.Particulars of ContractCentral Public WorksDepartment, Bihar forDevelopment of StateHighways in the State OfBihar under (RSVY) PackageNo. 12B ; District(s) East &West Champaran. I) MotihariTurkaulia Govindganj Road(SH –54)-6.6 KM ii) Bettia –Areraj Road (SH –54)- 35.5KM and Central Public WorksDepartment, Bihar fordevelopment of StateHighways in the State of Biharunder Rashtriya Sam VikasYojna (RSVY); SH:-c/oBridges, Package No. 08Cb(District- East/ WestChamparan)Uttar Pradesh Rajkiya NirmanNigam Limited, Uttar Pradeshfor Construction of MedicalCollege for AmbedkarnagarLicences/Registrations PendingApproval/Renewal(Regulation and Abolition)Act, 1970 Licence for 20 workers underthe Contract Labour(Regulation and Abolition)Act, 1970 Registration under theBuilding and OtherConstruction Workers(Regulation of Employmentand Conditions of Service) Act Registration for employingcontract labour under theContract Labour (Regulationand Abolition) Act, 1970Date of Application20 November 200905 September 2009Though we have applied for the abovementioned licences and approvals, we are yet to receive thesame. In the event we are unable to procure these licences, our ability to execute the projects may beimpaired.12. After the Issue, the price of our Equity Shares may become highly volatile, or an active tradingmarket for our Equity Shares may not develop.The price of our Equity Shares on the Stock Exchanges may fluctuate after the Issue as a result ofseveral factors, including: volatility in the Indian and global securities market; our operations andperformance; performance of our competitors; the perception in the market with respect to investmentsin the road and real estate sectors; adverse media reports about us or the Indian road or infrastructuresector; changes in the estimates, performance or recommendations by financial analysts; significantdevelopments in India‟s economic xviiberalization and deregulation policies; and significantdevelopments in India‟s Fiscal regulations. There has been no public market for the Equity Shares ofthe Company and the price of the Equity Shares may fluctuate after the Issue. There can be noassurance that an active trading market for the Equity Shares will develop or be sustained after thisIssue, or that the price at which the Equity Shares are issued will correspond to the price at which theEquity Shares will trade in the market subsequent to the Issue.13. We have not obtained any third party appraisals for the objects of our Issue.Our funding requirements and the deployment of the proceeds of the Issue are based on managementestimates and have not been appraised by any bank or financial institution. We may have to revise ourmanagement estimates from time to time and consequently our funding requirements may also change.The estimates contained in this Draft Red Herring Prospectus may exceed the value that would havebeen determined by third party appraisals, which may require us to reschedule the deployment of fundsproposed by us and this may have a bearing on our expected revenues and earnings.14. Our Trademark “ ” is not a registered trademark.xvi

We have applied for the registration of our trademark “ ” on 4 October 2007. Though the same hasbeen advertised in the trademark journals, the same is pending registration. We cannot assure you thatwe may be able to procure this trademark.Further, our trademark “” is also used by most of our Group Companies.15. Risk associated with Contingent Liabilities not provided for in the Restated Audited FinancialStatementsContingent liabilities as on 31 December 2009 are as under:Particulars of liabilitiesContingent liability in respect of guarantees and letter ofcredit given by banks on behalf of the Company.Contingent liability in respect of Corporate guaranteesgiven by Company on behalf of M/s Jain Steel & PowerLimited.Contingent liability in respect of Corporate guaranteesgiven by Company on behalf of M/s Jain RealtyLimited.Contingent liability in respect of Corporate guaranteesgiven by Company on behalf of M/s Prakash VanijyaPrivate Limited.As at December31, 2009(in Lacs)As at March31, 200915,124.68 10,982.634,264.00 4,023.641,994.52 1,787.00647.69 NilIf these contingent liabilities were to materialise, our resources may not be adequate to meet theseliabilities or our financial condition could be adversely affected. For further details about ourcontingent liabilities, refer to the section titled “Management‟s Discussion and Analysis of FinancialCondition and Results of Operations” beginning on page 216 of the Red Herring Prospectus and thenotes to our financial Statements.16. We have had negative net cash flows from operating and investing activities on a standalone andconsolidated basis in the past and cannot rule out the possibility of such negative cash flows in thefuture.We have had negative cash flow in the past from operating and investing activities.On consolidated basis-ParticularsNet Cash Flow fromOperating ActivitiesNet Cash Flow fromInvesting ActivitiesFor the periodended on 31 stDecember, 2009For the yearended on31 st March,2009For the yearended on31 st March,2008For the yearended on31 st March,2007(in Lacs)For theyearendedon 31 stMarch,2006(14,466.16) (2,435.86) (7,468.03) (2,398.12) (63.68)27.97 (1,830.47) (228.44) (764.38) (284.01)On standalone basis-ParticularsFor theperiodended on31 stDecember,2009For the yearended on31 st March,2009For the yearended on31 st March,2008For the yearended on31 st March,2007(in Lacs)For the yearended on31 st March,2006Net Cash Flow from (14,486.53) (2,385.49) (7,468.03) (2,398.12) (63.68)xvii

Operating ActivitiesNet Cash Flow fromInvesting Activities27.97 (1,880.17) (228.44) (764.38) (284.01)Any operating losses or negative cash flows in the future could affect our results of operations andfinancial conditions. For further details, please see the section titled „Financial Statements‟ of this DraftRed Herring Prospectus.17. Some of our Group Companies and our Subsidiary have incurred losses during the past years. Wecannot assure you that we will not incur losses in the future.Some of our Group Companies have incurred losses during their past financial years, as set forth in thetable below:(in Lacs)Sr. No Name of the Company F.Y.2006-07 F.Y.2007-08 F.Y.2008-091. Tushita Builders Private Limited 62.86 3.14 (38.00)2. Smriti Food Park Private Limited 68.29 (0.47) 78.163. Prakash Vanijya Private Limited (0.94) (1.27) (1.00)4. Prakash Petrochemicals Private Limited (0.26) (0.24) 2.775. Prakash Endeavours Private Limited 11.51 (63.77) (58.84)6. Jain Infra Developers Private Limited - - (0.23)7. Jain Coke & Power Private Limited (0.33) (0.30) 2.728. MK Media Private Limited N.A. N.A. (10.69)9. Jain Technologies Private Limited (0.51) (18.92) (0.49)10. Jain Heavy Industries Private Limited (0.54) (8.40) (0.70)11. Trinity Nirman Private Limited N.A. - (0.31)12. Neptune Plaza Maker Private Limited N.A. - (0.32)13. Suraj Abasan Private Limited (0.06) (0.06) (0.06)For further details, please see section titled „Financial Statements‟ on page 149 of this Draft Red HerringProspectus18. We are yet to obtain lenders’ consents from some of our lenders for the proposed offering.Out of the seven consortium members, we have obtained consents from Central Bank of India, StateBank of India, State Bank of Bikaner and Jaipur and IDBI Bank Limited for the proposed intial publicoffering. We are yet to obtain consents from Punjab National Bank, UCO Bank and Indian OverseasBank for the purpose of this initial public offering. However, they have, vide their letters, intimated tous that our request for approval is being considered by their competent authorities. In the event ourlenders do not provide their express consent for the proposed initial public offering, our ability to raisecapital through this offering may be impaired. For further details on our lenders and their consent,please refer to section on “Financial Indebtedness” on page 234 of this Draft Red Herring Prospectus.19. We may not be able to procure contracts due to the competitive bidding process prevailing in theconstruction industry.Most tenders are awarded to our Company pursuant to a competitive bidding process. The noticeinviting bids may either involve pre-qualification, or shortlisting of contractors, or a post qualificationprocess. In a pre-qualification or shortlisting process, the client stipulates technical and financialeligibility criteria to be met by the potential applicants. Pre-qualification applications generally requireus to submit details about our organizational set-up, financial parameters (such as turnover, net worthand profit and loss history), employee information, plant and equipment owned, portfolio of executedand ongoing projects and details in respect of litigations and arbitrations in which we are involved. Inselecting contractors for major projects, clients generally limit the issue of tender to contractors theyhave pre-qualified based on several criteria, including experience, technical ability and performance,reputation for quality, safety record, financial strength, bidding capacity and size of previous contractsin similar projects, although the price competitiveness of the bid is usually the primary selectioncriterion. We may not be entitled to participate in projects where we are unable to meet the selectionxviii

criteria specified by the relevant client or company. Further, we may not be able to procure a contracteven if we are technically qualified owing to price competitiveness in comparison to other bidders.20. We are yet to place orders for capital equipment to be procured out of the proceeds of the issue.We propose to utilise an amount of Rs. 12,381.44 Lacs out of the proceeds of the issue for the purposeof procuring capital equipment. The detailed break up of our proposed utilization of proceeds is givenunder the head “Objects of the Issue” beginning on page 37. We have obtained quotations for thecapital equipment proposed to be purchased but have not yet placed orders for the same or entered intodefinitive agreement with any vendors/suppliers. There might be a substantial time gap in placing theorders for the purchase of capital equipment. Thus, the actual cost would depend on the prices finallysettled with the suppliers and to that extent may vary with the amounts calculated on the basis of thepresent quotations.21. We have high working capital requirements. If we experience insufficient cash flows to fund ourbalance working capital requirements, there may be an adverse effect on the results of ouroperations.Our business requires significant amount of working capital. Our working capital gap for the nine monthended 31 December 2009 was Rs. 47,865 Lacs which was funded by the Banks to the extent of Rs. 29,576Lacs and balance of Rs. 18,289 Lacs through internal accruals. Working capital is required to finance thepurchase of materials, the hiring of equipment, construction and other work on projects. Our workingcapital requirements may continue to increase in future and would be part funded through internal accruals.If we experience insufficient cash flows to fund our working capital requirements, then it may have anadverse effect on our operations and profitability.22. We have limited experience executing contracts outside India and we plan to further expand ouroperations outside India, which exposes us to additional risks. We may not be able to successfullymanage some or all of the risks of such an expansion, which could have a material adverse effect onour results of operations and financial condition.To date, all of our business has been conducted in India. We plan to expand to other countries andregions where our international experience can provide cost and operational advantages. We faceadditional risks if we provide products and services in other countries or regions, including, adjustingour products and services to different geographies, obtaining the necessary construction materials andlabour on acceptable terms, obtaining necessary governmental approvals and permits under unfamiliarregulatory regimes and identifying and collaborating with local business parties, contractors andsuppliers with whom we have no previous relationship. We may not be able to successfully managesome or all of the risks of such an expansion, which could have a material adverse effect on the resultsof our operations and financial condition.23. Our construction contracts are dependent on adequate and timely supply of key raw materials suchas steel and cement at commercially acceptable prices. If we are unable to procure the requisitequantities of raw materials in time and at commercially acceptable prices, the performance of ourbusiness and results of operations may be adversely affected.Timely and cost effective execution of our projects is dependant on the adequate and timely supply ofkey raw materials, which includes cement, steel and other construction materials. We have not enteredinto any long term supply contracts with our suppliers. Further, transportation costs have been steadilyincreasing and the prices of raw materials themselves can fluctuate. If we are unable to procure therequisite quantities of raw materials in time and at commercially acceptable prices, the performance ofour business and results of operations may be adversely affected.24. We face significant competition in our business from other engineering construction companies.We operate in a competitive environment. Our competition varies depending on the size, nature andcomplexity of the project and on the geographical region in which the project is to be executed. Someof the construction businesses, that we compete with, have greater financial resources, economies ofscale and operating efficiencies. We compete against various engineering and construction companies.While many factors affect the client decisions, price is the key deciding factor in most of the tendersxix

awarded. There can be no assurance that we can continue to effectively compete with our competitorsin the future and failure to compete effectively may have an adverse effect on our business, financialcondition and results of operations. Furthermore, an increase in competition arising from the entry ofnew competitors into any sector in which we operate may force us to reduce our bid prices, which, inturn, could affect our profitability adversely.25. Current tax benefits, which may not be available to us in the future. This may result in increased taxliabilities and reduced profit margins.Currently, certain tax credits under Section 80IA of the IT Act are available to all projects relating toinfrastructure development; which results in reduced tax rate, compared to the statutory tax rates. Therecan be no assurance that these tax incentives will continue in the future. The non-availability of thesetax incentives could adversely affect our financial condition and results of operations.26. We have entered into, and will enter into, related party transactions.We have entered into transactions with several related parties, including our Promoters and Directors.While we believe that all such transactions have been conducted on an arm‟s length basis, there can beno assurance that we could not have achieved more favourable terms had such transactions beenentered into with unrelated parties. For more information regarding our related party transactions,please refer to the section titled “Related Party Transactions” beginning on page 147 of the Draft RedHerring Prospectus.27. The Company’s ability to pay dividends in the future will depend upon future earnings, financialcondition, cash flows, working capital requirements and capital expenditures and the terms of itsfinancing arrangements.The amount of its future dividend payments, if any, will depend upon the Company‟s future earnings,financial condition, cash flows, working capital requirements and capital expenditures. There can be noassurance that we will be able to pay dividend in the foreseeable future. Additionally, the Company isrestricted by the terms of its debt financing from making dividend payments in the event the Companymakes a default in any of the repayment instalments.28. Our insurance coverage may not adequately protect us against certain operating hazards and thismay have an adverse effect on our business.Our insurance policies currently consist of a general, workmen compensation, standard, equipmentinsurance, vehicle insurance and an all risk policy. There can be no assurance that any claim under theinsurance policies maintained by us will be honoured fully, in part or on time. To the extent that wesuffer any loss or damage that is not covered by insurance or exceeds our insurance coverage, results ofour operations and cash flow could be adversely affected. Moreover, we do not maintain a key maninsurance policy for any of our executive directors and our key managerial personnel. For details of ourinsurance cover, please refer to the section titled “Our Business” beginning on page 72 of the Draft RedHerring Prospectus.29. Our business may be adversely affected by severe weather conditions.Our business operations may be adversely affected by severe weather, which may require us toevacuate personnel or curtail services and it may result in damage to a portion of our fleet of equipmentor facilities resulting in the suspension of operations and may prevent us from delivering materials toour jobsites in accordance with contract schedules or generally reduce our productivity. Our operationsare also adversely affected by difficult working conditions and extremely heavy rains during monsoon,which restrict our ability to carry on construction activities and fully utilize our resources. Our businessis seasonal as road construction is generally not undertaken during monsoons and in extreme weatherconditions. Therefore, our revenues and profitability may vary significantly from quarter to quarter.30. Failure to adhere to agreed timelines could adversely affect our reputation and/or expose us tofinancial liability.xx

Under some of our contracts, we are liable for any loss due to delay in commencement or execution ofthe work even if such delays are on account of procurement of construction material and fuel. Theclient may not extend the time period for completion except in case of temporary suspension of worksordered by it. Certain contracts also permit our clients to foreclose the contracts at any time due toreduction or abandonment of work and leave us with no recourse in the event of such abandonment.Certain contracts provide that we are required to complete the work as per schedule even if paymentsdue to us have not been made. In the event of non-completion of work on schedule or defects in ourwork or damage to the construction due to factors beyond our control, we may incur significantcontractual liabilities and losses under our contracts and such losses may materially and adverselyaffect our financial performance and results of operations.31. Our success will depend on our ability to attract and retain our key personnel.Currently, we depend on senior executives and other key management members to implement ourprojects and our business strategy. If any of these individuals resign or discontinues his or her serviceand is not adequately replaced, our business operations and our ability to successfully implement ourprojects and business strategies could be materially and adversely affected. We intend to develop ourown employee base to perform these services in the future, but this will depend on our ability to attractand retain key personnel. Competition for management and industry experts in the industry is intense.Our future performance depends on our ability to identify, hire and retain key technical, support,engineers, and other qualified personnel. Failure to attract and retain such personnel could have amaterial adverse impact on our business, financial condition and results of operations.32. We engage sub-contractors or other agencies to execute some portions of our road projects. Failureon their part to complete the orders on time would have a bearing on our reputation and ourfinancial position.We may rely on third parties for the implementation of some of our projects. For such projects, wegenerally enter into several arrangements with third parties. Accordingly, the timing and quality ofconstruction of our contracts depend on the availability and skill of those sub-contractors. We may alsoengage casual workforce in our projects. Although we believe that our relationships with our subcontractorsare cordial, we cannot assure that such sub-contractors will continue to be available atreasonable rates and in the areas in which we execute our projects. If some of these third parties do notcomplete the orders timely or satisfactorily, our reputation and financial condition could be adverselyaffected.33. Our indebtedness and the conditions and restrictions imposed by our financing agreements couldrestrict our ability to conduct our business and operations.As on 31 December 2009, we have availed an aggregate of Rs. 34,977 Lacs as secured loans fromvarious banks and unsecured loan from promoters and others. Most of our loans are secured by way ofmortgage of fixed assets and hypothecation of current assets, both present and future. In case, we arenot able to pay our dues in time, the same may adversely impact our result of operations.The financing arrangements by our Company also include conditions and covenants that require ourCompany to obtain consents of the lenders prior to carrying out certain activities and entering intocertain transactions. Some of such covenants are as under:Without the written consent of the banks, the Company cannot:• Compound or release any book-debts nor do anything whereby the recovery of the same may beimpeded, delayed or prevented;• Deal with the goods, movables and other assets and documents of title thereto, or the goods,movables and other assets covered by the documents pledged or hypothecated or otherwisecharged to the BanksWithout prior written consent of bank, the Company cannot:• Declare dividends on share capital• Effect a change in its capital structure• Formulate any scheme of amalgamation or reconstructionxxi

• Implement any scheme of expansion or diversification or modernization other than incurringroutine capital expenditure• Make any corporate investments by way of share capital/debentures or lend or advance funds to orplace deposits with any other concern expect as done in normal course of business or requiredunder law• Undertake guarantee obligation on behalf of any third party or other company• Make any other borrowing arrangement• Pay dividend other than out of current year‟s profit after making all due provisions• Dispose of the whole or substantially the whole of undertaking.• Remove or dismantle any assets comprised as security expect where the same by reason of theassets being worn outFailure to obtain such consents can have significant consequences on our capacity to expand and it canadversely impact our results of operations.34. Our registered office and other offices are located on leased premises and failure to renew the samewould have a material adverse effect on our business operations.The registered office of our Company is located at “Premlata Building”, 5 th floor, 39 ShakespeareSarani, Kolkata – 700 017. We have taken this property on lease from one of our Promoter, PrakashEndeavours Private Limited, pursuant to a rent agreement executed between Prakash EndeavoursPrivate Limited and our Company dated 1 April 2009 for a period of 5 years. Our branch offices in thecities of Patna, Lucknow, Bangalore and Delhi are also located on leased premises. If any of the ownersof these premises revoke the arrangements under which we occupy the premises or impose terms andconditions that are unfavourable to us, we may suffer a disruption in our operations or have to payincreased charges, which could have a material adverse effect on our business, financial condition andresults of operations. For more information, see “Our Business” on Page 72 of this Draft Red HerringProspectus.35. Unsecured loans taken by the issuer, promoter, group companies or associates can be recalled by thelenders at any time.AS on 31 December 2009, we had an unsecured loans from promoters and other entities to the extent ofRs. 3,305 Lacs for the smooth operation of the Company which may be re-called at any point of timeupon the discretion of the lenders. These unsecured loans constitute 9.45% of the total outstanding loanin the books of the Company as on 31 December 2009. In the event such amount becomes due andpayable immediately, it may have an effect on the financial condition on the company.36. Certain Government/Statutory Approvals and/or Licenses may have expired or applications for thesame are pending before the concerned authorities.While our Company has endeavored to obtain or apply for all applicable governmental, statutory andregulatory permits, licenses and approvals, including renewals thereof, to operate its business, certaingovernmental or statutory approvals and/or licenses may have expired or applications for the same (orrenewals thereof) are still pending before the concerned authorities. In future, our Company will berequired to renew such permits, licenses and approvals, and obtain new permits, licenses and approvalsin order to carry on current business operations and for any proposed new operations. While we believethat we will be able to renew or obtain such permits, licenses and approvals as and when required, therecan be no assurance that the relevant authorities will issue or renew any of such permits, licenses orapprovals in the time-frame anticipated by it or at all. Such non-issuance or non-renewal may result inthe interruption of our business operations and may have a material adverse effect on our projectcompletion schedule, results of operations and financial conditions. For further details, please refer thesection titled “Government Approvals” starting from page no. 265 of this Draft Red HerringProspectus.37. Conflict of interest on account of promoters or directors of the issuer involved in ventures with sameline of activity.Some of our Group Companies namely Tushita Builders Private Limited, Bengal InfrastructureDevelopment Private Limited, Trinity Nirman Private Limited, Odyssey Realtors Private Limited,xxii

Neptune Plaza Maker Private Limited, Jain Realty Limited, Global Scape Infrastructure PrivateLimited, Suraj Abasan Private Limited, Jain Infra Developers Private Limited, Jain Space Infra VentureLimited, Prakash Endeavours Private Limited and Glossy Developers Private Limited are in the sameline of business as ours. Hence, there will be common pursuits between us and Tushita BuildersPrivate Limited, Bengal Infrastructure Development Private Limited, Trinity Nirman Private Limited,Odyssey Realtors Private Limited, Neptune Plaza Maker Private Limited, Jain Realty Limited, GlobalScape Infrastructure Private Limited, Suraj Abasan Private Limited, Jain Infra Developers PrivateLimited, Jain Space Infra Venture Limited, Prakash Endeavours Private Limited and GlossyDevelopers Private Limited, which may result in a conflict of interest between our group companiesand the business strategies, and operations of our Company. For further details refer to section titled“Group Companies” on page no. 119 of this Draft Red Herring Prospectus.38. Our Promoters may have a conflict of interest as most of our group entities are in the same line ofbusiness.External RisksSome of the entities owned/promoted by our Promoters are in the same line of business as ourCompany. Hence, our Company may not get the full benefit of our Promoters‟ focused attention andmanagerial skills. This may result in conflict of interest between our Promoters and the businessstrategies of our Company. For further details, refer to the section titled “Our Promoters and PromoterGroup” under the heading „Common Pursuit‟ on page no. 119 of this Draft Red Herring Prospectus.Certain factors beyond the control of our Company could have a negative impact on our Company'sperformance, such as:39. The extent and reliability of Indian infrastructure could adversely impact our results of operations andfinancial conditions.India‟s physical infrastructure is less developed than that of many developed nations. Any congestion ordisruption with its port, rail and road networks, electricity grid, communication systems or any other publicfacility could disrupt our normal business activity. Any deterioration of India‟s physical infrastructure wouldharm the national economy, disrupt the transportation of goods and supplies and add costs to doing businessin India. These problems could interrupt our business operations, which may have a material adverse effecton our results of operations and financial condition.40. A slowdown in the economic growth in India could cause our business to suffer.We derive substantially all of our revenues from operations in India and, consequently, ourperformance and growth is dependent on the state of the overall Indian economy. The Indian economyhas shown sustained growth over the last several years, with real GDP growing at 6.7% in the yearended 31 March 2009, 9.3% in the year ended 31 March 2008 and 9.2% in the year ended 31 March2007. However, growth in industrial production in India has been variable. Any slowdown in theIndian economy and, in particular, in the demand for telecommunications services, could adverselyaffect our business (including reducing demand for our telecommunication towers and OFC network)and the businesses of our customers.41. Any downgrading of India’s debt rating by a domestic or international rating agency could have anegative impact on our business.India‟s sovereign debt rating could be downgraded due to various factors, including changes in tax orfiscal policy or a decline in India‟s foreign exchange reserves, which are outside our control. Anyadverse revisions to India‟s credit ratings for domestic and international debt by domestic orinternational rating agencies may adversely impact our ability to raise additional financing and theinterest rates and other commercial terms at which such additional financing is available. This couldhave a material adverse effect on our business and financial performance, ability to obtain financing forcapital expenditures and the price of our Equity Shares.42. Changes in Government Policies and political situation in India may have an adverse impact on thebusiness and operations of our Company.xxiii

The Government of India has traditionally exercised and continues to exercise a significant influenceover many aspects of the economy. Our business and the market price and liquidity of the Company‟sshares, may be affected by changes in Government of India‟s policies, including policies on taxation.Social, political, economic or other developments in or affecting India could also adversely affect ourbusiness. Since 1991, successive governments have pursued policies of economic liberalisation andfinancial sector reforms including significantly relaxing restrictions on the private sector. The rate ofeconomic liberalisation could change and specific laws and policies affecting infrastructure projects,foreign investment and other matters affecting investment in our Equity Shares could change as well.The current Government is a coalition of various parties and the withdrawal of support by parties in thecoalition could result in general elections being held in the country. In addition, any political instabilityin India may adversely affect the Indian economy and the Indian securities markets in general, whichcould also affect the trading price of our Equity Shares. India‟s economy could be adversely affectedby a general rise in interest rates, adverse weather conditions affecting agriculture, general or sharpincrease in commodity and energy prices as well as various other factors. A slowdown in the Indianeconomy could adversely affect the policy of the Government of India towards infrastructure, whichmay, in turn, adversely affect our financial performance and our ability to implement our businessstrategy.43. If communal disturbances or riots erupt in India, or if regional hostilities increase, this would adverselyaffect the Indian economy and our business.Some parts of India have experienced communal disturbances, terrorist attacks and riots during recent years.If such events recur, our operational and marketing activities may be adversely affected, resulting in adecline in our income. The Asian region has, from time to time, experienced instances of civil unrest andhostilities among neighbouring countries. Since May 1999, military confrontations between countries haveoccurred in Kashmir. The hostilities between India and its neighboring countries are particularly threateningbecause India and certain of its neighbors possess nuclear weapons. Hostilities and tensions may occur in thefuture and on a wider scale. Also, since 2003, there have been military hostilities and continuing civil unrestand instability in Iraq, Afghanistan and other countries in the Indian sub-continent. In July 2006 andNovember 2008, terrorist attacks in Mumbai resulted in numerous casualties. Events of this nature in thefuture, as well as social and civil unrest within other countries in Asia, could influence the Indian economyand could have a material adverse effect on the market for securities of Indian companies, including ourEquity Shares.44. The occurrence of natural or man-made disasters could adversely affect our results of operations andfinancial condition.The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires, explosions,pandemic disease and man-made disasters, including acts of terrorism and military actions, could adverselyaffect our results of operations or financial condition, including in the following respects:• Catastrophic loss of life due to natural or man-made disasters could cause us to pay benefits athigher levels and/or materially earlier than anticipated and could lead to unexpected changes inpersistency rates.• A natural or man-made disaster, particularly along the Yamuna river, could result in losses in ourprojects, or the failure of our counterparties to perform, or cause significant volatility in globalfinancial markets.• Pandemic disease, caused by a virus such as H5N1, the “avian flu” virus, or H1N1, the “swine flu”virus, could have a severe adverse effect on our business. The potential impact of such a pandemicon our results of operations and financial position is highly speculative, and would depend onnumerous factors, including: the probability of the virus mutating to a form that can be passed fromhuman to human; the rate of contagion if and when that occurs; the regions of the world mostaffected; the effectiveness of treatment of the infected population; the rates of mortality andmorbidity among various segments of the insured versus the uninsured population; our insurancecoverage and related exclusions; the possible macroeconomic effects of a pandemic on our assetportfolio; the effect on lapses and surrenders of existing policies as well as sales of new policies;and many other variables.xxiv

45. Terrorist attacks and other acts of violence or war involving India and other countries could adverselyaffect the financial markets, result in a loss of business confidence and adversely affect our business,prospects, financial condition and results of operations.There has recently been an increase in the frequency and scale of terrorism in India and globally. OnNovember 26, 2008, terrorists attacked two hotels, a railway station, restaurant, hospital, and other locationsin Mumbai causing casualties. In July 2006, a series of seven explosions were launched by extremists oncommuter trains and stations in India. Our business is vulnerable to terrorism, whether due to physicaldamage, reduced usage or increased fuel, insurance or other costs. Terrorism is inherently unpredictable anddifficult to protect against. Moreover, even the threat or perception of terrorism can have devastatingeconomic consequences. Many of our insurance policies specifically exclude recovery for damage thatresults from terrorism. Any damage to any of our businesses as a result of actual or perceived terroristactivities could reduce our revenues and/or increase our costs, which would adversely affect our business,results of operations and financial condition.46. Financial instability in Indian financial markets could materially and adversely affect our results ofoperations and financial condition.The Indian financial market and the Indian economy are influenced by economic and market conditions inother countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, the UnitedStates and elsewhere in the world in recent years has affected the Indian economy. Although economicconditions are different in each country, investors‟ reactions to developments in one country can haveadverse effects on the securities of companies in other countries, including India. A loss in investorconfidence in the financial systems of other emerging markets may cause increased volatility in Indianfinancial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability,including further deterioration of credit conditions in the U.S. market, could also have a negative impact onthe Indian economy. Financial disruptions may occur again and could harm our results of operations andfinancial condition.47. Our ability to raise foreign capital may be constrained by Indian law.As an Indian company, we are subject to exchange control laws that regulate borrowing in foreigncurrencies. Such regulatory restrictions limit our financing sources for ongoing expansion plans,acquisitions and other strategic transactions and hence, could constrain our ability to obtain financingon competitive terms and refinance existing indebtedness. In addition, we cannot assure you that therequired approvals will be granted to us without onerous conditions or at all. Limitations on foreigndebt may have a material adverse impact on our business growth, financial condition and results ofoperations.48. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares.The Indian securities markets are smaller than securities markets in more developed economies.Further, the regulation and monitoring of Indian securities markets and the activities of investors,brokers and other participants differ, in some cases, significantly from those in the US and Europe. Inthe past, Indian stock exchanges have experienced temporary exchange closures, broker defaults andsettlement delays which, if continuing or recurring, could affect the market price and liquidity of thesecurities of Indian companies, including the Equity Shares. A closure of, or trading stoppage on, thestock exchanges could adversely affect the trading price of the Equity Shares.In the past, the stock exchanges have experienced substantial fluctuations in the prices of listedsecurities. In addition, the governing bodies of the Indian stock exchanges have, from time to time,restricted securities from trading, limited price movements and restricted margin requirements. Further,from time to time, disputes have occurred between listed companies and the stock exchanges and otherregulatory bodies that, in some cases, have had a negative effect on market sentiment. Similar problemscould occur in the future and, if they do, they could harm the market price and liquidity of the EquityShares.Risks Relating to our Equity Shares49. You will not be able to immediately sell any of the Equity Shares you purchase in this Issue on the StockExchanges.xxv

Under the SEBI Regulations, we are required to allot Equity Shares within 12 Working Days of theBid/Issue Closing Date. Consequently, the Equity Shares you purchase in the Issue may not be credited toyour book or dematerialized account with Depository Participants until 12 days of the Bid/Issue ClosingDate. You can start trading in the Equity Shares only after they have been credited to your dematerializedaccount and listing and trading permissions are received from the Stock Exchanges.50. The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares afterthe Issue.The Issue Price of our Equity Shares will be determined by the Company in consultation with the BRLMsthrough the Book Building Process. This price will be based on numerous factors (discussed in the sectiontitled “Basis for the Issue Price” on page 49) and may not be indicative of the market price for our EquityShares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations afterthe Issue and may decline below the Issue Price. There can be no assurance that the investor will be able toresell their Equity Shares at or above the Issue Price.51. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect ashareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.Following the Issue, our listed Equity Shares will be subject to a daily “circuit breaker” imposed by all stockexchanges in India, which does not allow transactions beyond specified increases or decreases in the price ofthe Equity Shares. This circuit breaker operates independently of the index-based, marketwide circuitbreakers generally imposed by Indian stock exchanges. The percentage limit on our circuit breakers will beset by the stock exchanges based on the historical volatility in the price and trading volume of the EquityShares. The stock exchanges will not inform us of the percentage limit of the circuit breaker in effect fromtime to time and may change it without our knowledge. This circuit breaker will limit the upward anddownward movements in the price of the Equity Shares. As a result of this circuit breaker, no assurance canbe given regarding your ability to sell your Equity Shares or the price at which you may be able to sell yourEquity Shares at any particular time.52. Additional issuances of Equity Shares may dilute holdings of our shareholders.Any future issuance of our Equity Shares or securities linked to our Equity Shares may dilute holdings of ourshareholders. After the completion of the Issue, our Promoter will own, directly and indirectly, a substantialmajority of our outstanding Equity Shares. Sales of a large number of our Equity Shares by our Promotercould adversely affect the market price of our Equity Shares. Similarly, the perception that any such primaryor secondary sale may occur, could adversely affect the market price of our Equity Shares.53. We cannot assure you that we will make dividend payments.We may not pay dividends to shareholders. Such payments will depend upon a number of factors, includingour results of operations, earnings, capital requirements and surplus, general financial conditions, contractualrestrictions including our debt covenants, applicable Indian legal restrictions and other factors consideredrelevant by our Board of Directors.54. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares afterthe Issue.The Book Building Process will determine the Issue Price of our Equity Shares. This price will bebased on numerous factors (discussed in the section "Basis for Issue Price" on page 49 of this DraftRed Herring Prospectus) and may not be indicative of the market price for our Equity Shares after theIssue.The market price of our Equity Shares could be subject to significant fluctuations after the Issue, andmay decline below the Issue Price. We cannot assure you that you will be able to resell your EquityShares at or above the Issue Price. Among the factors that could affect our share price are:Quarterly and other variations in the rate of growth of our financial indicators, such as earnings pershare, net income and revenues; Changes in revenue or earnings estimates or publication of researchreports by analysts; Speculation in the press or investment community; General market conditions; anddomestic and international economic, legal and regulatory factors unrelated to our performance.xxvi

Prominent Notes to Risk Factors:1. The net worth of our Company was Rs. 18,920.74 Lacs as per our standalone restated financialstatements as at 31 December 2009 under the Indian GAAP and the Issue size is Rs 30,000 Lacs.2. Public Issue of [●] Equity Shares of Rs.10 each for cash at a price of Rs. [●] per Equity Share(including share premium of Rs. [●] per Equity Share) aggregating upto Rs. 30,000 Lacs. The Issuewill constitute [●] of the post-Issue paid-up capital of our Company.3. The net asset value/book value per equity share of Rs.10 each was Rs. 79.06 as of 31 December 2009as per our restated financial statements included in this Draft Red Herring Prospectus.4. The average cost of acquisition of the Equity Shares by our Promoter is as under:Sr. No. Name of our Promoters Average cost of acquisition ofshares (Rs.)1. Mr.Mannoj Kumar Jain 11.252. Ms. Rekha Mannoj Jain 12.063. Smriti Food Park Pvt. Ltd. 10.894. Prakash Endeavours Pvt. Ltd. 21.745. Tushita Builders Pvt. Ltd. 10.005. Except as disclosed in “Capital Structure” on page 23] of this Draft Red Herring Prospectus, we havenot issued any shares for consideration other than cash.6. Except as disclosed in “Management” and “Group Companies” on pages 107 and 119 of this Draft RedHerring Prospectus, none of our Promoters, our Directors and our key management personnel have anyinterest in our Company except to the extent of remuneration and reimbursement of expenses, intereston loans and to the extent of the Equity Shares held by them or their relatives and associates or held bythe companies, firms and trusts in which they are interested as directors, members, partners and/ortrustees and to the extent of the benefits arising out of such shareholding.7. For details on the transactions by the Group Companies during the last year, the nature of thetransactions and the cumulative value of transactions, see “Related Party Transactions” on page 147 ofthis Draft Red Herring Prospectus.8. The Issue is being made through the 100% Book Building Process, wherein upto 50% of the Issue shallbe available for allocation on a proportionate basis to QIBs, of which 5% (excluding the AnchorInvestor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only and theremainder shall be available for allocation on a proportionate basis to all QIB Bidders including MutualFunds, subject to valid Bids being received from them, at or above the Issue Price. Further, not lessthan 15% of the Issue will be available for allocation on a proportionate basis to Non-InstitutionalBidders and not less than 35% of the Issue will be available for allocation on a proportionate basis toRetail Individual Bidders, subject to valid Bids being received at or above the Issue Price.9. Under-subscription in any of the categories, if any, will be met with spill-over from other categories atthe sole discretion of the company, in consultation with the BRLMs.10. Any clarification or information relating to the Issue shall be made available by the BRLMs and ourCompany to investors at large and no selective or additional information will be available for anysubset of investors in any manner whatsoever. Investors may contact the BRLMs who have submittedthe due diligence certificate to SEBI for any complaints pertaining to the Issue.xxvii

11. Investors are advised to refer to “Basis for Issue Price” on page 49 of this Draft Red Herring Prospectusbefore making an investment in this Issue.12. For details of transactions in Equity Shares undertaken by our Directors, Promoters or Promoter Group,see “Capital Structure – Share Capital History of the Company” on page 23 of this Draft Red HerringProspectus.13. Except as mentioned in the sections titled “Capital Structure” beginning on page 23 of this Draft RedHerring Prospectus, we have not issued any Equity Shares in the last twelve months.14. Our Company was incorporated on 31 March 2000 as a partnership firm under the name and style of„Bengal Construction Co‟, which was subsequently converted into a public limited company on 7November 2006 under the Companies Act, 1956 in the name and style of “Bengal InfrastructureLimited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. Thename of the Company was further subsequently changed to “Jain Infraprojects Limited” with effectfrom 21 December 2006 and a fresh certificate of incorporation was obtained from Registrar ofCompanies, West Bengal. For further details of changes in the name and registered office of ourCompany, see “History and Corporate Structure” on page 101 of this Draft Red Herring Prospectus.There has been no change in the name of our company in last three years immediately preceding thedate of filing this Draft Red Herring Prospectus.15. Our Promoters may be engaged in businesses similar to ours. For more details, see “Our Promoters andGroup Companies” beginning on page 119 of this Draft Red Herring Prospectus.16. All information shall be made available by the BRLMs and the Company to the public and investors atlarge and no selective or additional information would be available only to a section of the investors inany manner whatsoever.xxviii

BillionsSECTION III: INTRODUCTIONSUMMARY OF THE INDUSTRYThe information in this section includes extracts from publicly available information, data and statistics and hasbeen derived from various government publications and industry sources, including reports that have beenprepared by CRISIL. Neither we nor any other person connected with the Issue have verified this information.The data may have been re-classified by us for the purposes of presentation.Our Company accepts responsibility for accurately reproducing such information, data and statistics. Industrysources and publications generally state that the information contained therein has been obtained from sourcesgenerally believed to be reliable, but that their accuracy, completeness and underlying assumptions are notguaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based onsuch information.Disclaimer from CRISIL:CRISIL limited has used due care and caution in preparing this report. Information has been obtained byCRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacyor completeness of any information and is not responsible for any errors or omissions or for the results obtainedfrom the use of such information. No part of this report may be published/reproduced in any form withoutCRISIL‟s prior written approval. CRISIL is not liable for investment decisions which may be based on the viewsexpressed in this report. CRISIL Research operates independently of, and does not have access to informationobtained by CRISIL‟s Rating Division, which may, in its regular operations, obtain information of a confidentialnature that is not available to CRISIL Research.Overview of the Indian EconomyThe fiscal 2009-10 began on a somber note, with global economies coming out clutches of the slowdown. Therewas a significant slowdown in the growth rate in the second half of 2008-09, following the financial crisis thatbegan in the industrialized nations in 2007 and spread to the real economy across the world. Yet, over the spanof the year, the economy posted a remarkable recovery, not only in terms of overall growth figures but, moreimportantly, in terms of certain fundamentals, which justify optimism for the Indian economy in the medium tolong term.The Advance estimates of GDP for 2009-10 released by the Central Statistical Organization (CSO) pegs thegrowth of the Indian economy at 7.2 per cent in 2009-10, with the industrial and the service sectors growing at8.2 and 8.7 per cent respectively.The economic activities which registered significant growth in the third quarter of 2009-10 over thecorresponding period in 2008-09 are 'Mining and Quarrying' at 9.6 per cent, 'Manufacturing' at 14.3 per cent,'Construction' at 8.7 per cent, 'Trade, hotels, transport and communication' at 10 per cent and 'financing,insurance, real estate and business services' at 7.8 per cent. (Source: Central Statistical Organization)The charts below set forth certain indicators of the Indian economy for the past six fiscals:Annual Growth Rate of GNP (@FC)Foreign Exchange Reserves (US Mn)123759637.59.5 9.7 9.66.87.230022515075142 15219931025227702004-05 2005-06 2006-07 2007-08 2008-09 2009-10-2004-05 2005-06 2006-07 2007-08 2008-09 2009-101

CONSTRUCTION INDUSTRYIntroductionIt is estimated that investments in construction will almost double to Rs 12,189 billion during 2008-09-2012-13from Rs 6,217 billion during 2003-04 - 2007-08 (2008-09 prices). The construction industry is expected to growat a healthy CAGR of 35 per cent during 2008-09 and 2012-13. Infrastructure spending especially in roads,power, irrigation and urban infrastructure will drive this growth. (Source: CRISIL Research, Construction,September 2009)Infrastructure investments will account for around 66 per cent of total investments and drive growth of theconstruction industry. The government‟s increased focus on roads, ports, airports, urban infrastructure andirrigation will support growth. The Central government has introduced numerous policies and schemes likeBharat Nirman Yojana, National Highway Development Program (NHDP), Jawaharlal Nehru National UrbanRenewal Mission (JNNURM) and stimulus packages etc to improve infrastructure in the country. (Source:CRISIL Research, Construction, September 2009)In the infrastructure segment, roads sector will be the primary growth driver. Roads, irrigation and urbaninfrastructure together will constitute 72 per cent of total construction expenditure on infrastructure segmentover the next 5 years (2008-09 to 2012-13). (Source: CRISIL Research, Construction, September 2009)Construction expenditure on infrastructure segment will maintain the growth momentum due to increasedgovernment focus on infrastructure development in the country. Although expenditure on the industrial segmentis expected to grow at a faster pace as compared to infrastructure segment, the latter will drive growth inconstruction industry owing to higher construction intensity and sheer quantum of investments. Infrastructuresegment will account for 78.3 per cent of total construction expenditure. (Source: CRISIL Research,Construction, September 2009)Investments in construction account for nearly 11 per cent of India‟s GDP and nearly 50 per cent of its grossfixed capital formation (GFCF). These investments have a positive domino effect on supplier industries, therebycontributing immensely to economic development. These investments serve as a demand booster in the shortterm, and contribute towards enhancing infrastructure capacity in the long term. (Source: CRISIL Research,Construction, September 2009).2

SUMMARY OF OUR BUSINESSBusiness OverviewWe are an integrated construction and infrastructure development company providing engineering, procurementand construction services for infrastructure projects in India. Our primary project expertise is in the constructionof Roads & Highways, and technical Building, Hospitals and Colleges, Integrated Townships, LandDevelopment. We are headquartered in Kolkata, West Bengal, and have 5 offices/branches at Delhi, Lucknow,Patna, Bangalore and Sharjah (UAE).Our company is the flagship company of the Jain Group, which has business interests in infrastructure, energy(renewable and non-renewable), steel and real estate. Our Company was incorporated on March 31, 2000 as apartnership firm namely Bengal Construction Co. which was subsequently converted into a public limitedcompany on 07 November 2006 under the Companies Act, 1956 in the name and style of “Bengal InfrastructureLimited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of thecompany was changed to Jain Infraprojects Limited on 21 Decemeber 2006 and a fresh certificate ofIncorporation was obtained from the Registrar of Companies, West Bengal. The promoters of the company werethe erstwhile partners in the partnership firm. For more details, please refer to the chapter titled “History andCorporate Structure” beginning on page 101 of this DRHP.Our expertise lies in planning, developing and executing projects in the areas of (i) Roads & Highways (ii) Civil& Structural Engineering (iii) Housing Colonies and (iv) Water Distribution System. While we primarilyexecute our projects independently or through sub-contracting, to be able to execute larger projects; we intend toenter into Joint Ventures / Strategic Alliances to meet the technical and pre-qualification requirements.Our fleet of construction equipment comprises of Heavy Earth Moving Machines such as hydraulic excavators,loaders, dozers; Concreting plants such as batch-mixing plants, concrete mixers, transit mixers, concrete pavers;Road equipment such as vibratory tandem rollers, electrical paver finishers, mechanical paver finishers, hot mixplants, static rollers bitumen sprayer in addition to supplementary equipment such as cars, jeeps, tippers,tractors. We have also invested in plants such as welding generators, gas cutting sets, work shop equipments,generators.On a standalone basis, for the Fiscal 2009, and for the nine months ended on December 31, 2009, our grosscontract receipts were Rs. 50,446 lacs and Rs. 65,101 lacs respectively. For the respective periods, we earned aprofit after tax of Rs. 3,319 lacs and Rs. 4,125 lacs. The value of the order book as on May 27, 2010 was Rs.4,380.73 Crore.Business OperationsOur company has, over the years, built strong competencies in design development and construction in the roadsector. In the last ten years, we have built or assisted in building more than 450.09 kilometers of road in severalstates. In addition to this, we have completed or are in the process of designing and constructing 53 buildings.Our competencies extend to the following sectors:• Projects in the transportation sector that includes inter alia design and construction of roads,expressways and allied facilities like service roads, flyovers amongst others.• Building construction which includes commercial, residential, public, institutional, housing and relatedinfrastructure facilities; and• Water management projects that include Water Networks, Sanitary Drainage Networks, RainwaterDrainage Networks.We primarily enter into three types of contracts in the construction business: engineering, procurement andconstruction (“EPC”) contracts; lump-sum-turnkey (“LSTK”) contracts; and item rate contracts.3

We execute infrastructure projects independently and under sub-contract. However, to meet technical and prequalification requirements for large Projects, we also enter into Joint Ventures/ strategic alliances with entitiesoperating in the same segment of business across geographies.We are currently executing several projects in Bihar, Jharkhand, West Bengal, Uttar Pradesh, Tamil Nadu,Kerala and Maharashtra As a strategy we have chosen the route of obtaining orders largely on a negotiatedbasis, rather than on a competitive bidding process.In addition to participating in competitive tenders we, along with our Promoter and senior management, oftenhelp the concessioning authorities in the early stages of their processes by customizing our scope of work andthe concession terms to suit the specific project requirements as the case may be. This often results in ourwinning the competitive bid. In instances where we have already developed a road for the relevant authority, weare also occasionally awarded concessions by the authorities for the development of additional roads withoutgoing through a competitive bidding process.Our management team is qualified and experienced in construction and infrastructure development, and hassubstantially contributed to the growth of our operations. We also benefit from the relationship our managementteam has developed with State and Central government entities and various financial institutions. We believethat the experience and leadership of our senior management team has contributed significantly to the growthand success of our operations both in terms of securing new business and in ensuring that our projects aredeveloped and managed to high standards.This has aided us in maintaining higher margins. So far, for the volume of turnover we have achieved, thisstrategy has been highly successful. However to increase our growth rates we would need to go for largertenders through the bidding route. We are aware that this can have an unfavourable impact on our margins,however, the larger turnover would enable economies of scale and ensure protection of profitability whilemaintaining and building a competitive advantage thereby offsetting the loss in operating margins due to changein strategy.Our valued client list includes various Government Undertakings, State Public Works Department as well asState and Central Public Sector Undertakings like National Highway Authority of India (NHAI), RoadConstruction Department - Govt. of Bihar, Westing House Saxby Farmers Ltd. (which is a Govt. of WestBengal Undertaking), Jharkhand Irrigation Department - Govt. of Jharkhand, etc, Uttar Pradesh RashtriyaNirman Nigam Limited, Central Public Works Department (CPWD) Bihar, Mackintosh Burn Limited, Housingand Infrastructure Board, Government of Libya .In addition to the construction mandates that we execute for external clients for the projects in hand, we alsoundertake such activity for group companies.Our Competitive StrengthsOur Business ModelSo far, to reach the existing critical mass we have positioned ourselves largely on negotiated contracts. Thesuccess of this Strategy is evidenced by our financial results. To transgress to the next level we seek out largercontracts, which will be awarded through the competitive bidding route. Concurrently, while the margins wouldbe under pressure due to the intensity of competition in this segment, our Strategy would be to sustain profitablegrowth by ensuring the “Winning and Execution” of such bid contracts in the right quantum on an annualizedbasis.The business model that we have adopted allows us to scale up operations with ease. Our business model offersus the flexibility to adapt to varying nature of projects besides providing the scope of scalability of operations.Under this model, we follow a two tier structure, which consists of (i) centralized planning and co-ordination,and (ii) de-centralized project management, execution and quality assurance.4

We believe that our execution model provides us with the support structure necessary to manage and executeboth small and large complex projects within the timelines and tight budgets while ensuring that our design andquality surpasses the standards required by our client to ensure customer delight.Diversity of our operationsWe have ongoing projects in eight geographies (Bihar, Jharkhand, West Bengal, Uttar Pradesh Maharashtra,Tamil Nadu, Kerala and one location outside the country in Libya) spanning across 4 sectors (Roads andHighways, Water Networks, Civil Construction, Infrastructure). This diversity helps us de-risk our businessfrom overdependence on a single sector or geography.Sectoral ScopeOur order book primarily spans across 4 sectors that include Road and Highways, Water Networks, CivilConstruction, Infrastructure, etc. evincing the broad sectoral base penetrated so far.We are a pan-India player with, significant presence in the states of Bihar, Jharkhand, West Bengal, UttarPradesh, , Maharashtra, Kerala and Tamil Nadu. In addition, we have moved into the international arena with amajor infrastructure contract for the development of the Tarhuna Township in Libya.Operating across this spread hones the skills and competencies of the execution team, while mitigating risk ofour business from overdependence in a single sector or geography.Technical ScopeWe believe that our experience and expertise in planning, designing and construction of projects in thetransportation and civil construction is the competitive advantage that differentiates us from many of ourcompetitors. Constructing such infrastructure projects has been a significant focus area for our business.We are one of few companies who have obtained the AECOM certification, which is the prerequisite forqualifying for projects awarded by the Housing and Infrastructure Board contracts in Libya. This is an arduousprocess of approval and is extremely stringent in its standards and awards.Our successful implementation of projects in the roads and highways and civil construction sectors has providedus with the credentials and wherewithal to implement larger projects.Competence ScopeWe have made large and sustained investments in equipment. We have modern construction equipment whichallows us to meet the broad spectrum of requirements of various construction projects. Such an equipment basealso gives us the capability to design and execute projects of a large and varied scale, thus reinforcing our abilityto execute diverse projects both nationally and internationally.As we have owned equipment, we are able to appropriately benchmark productivity and production of the hiredequipment that we use for augmenting the requirement at individual sites. Concurrently regular benchmarkingwith best practices ensures that we remain competitive and allows us to achieve higher operating margins.Skilled Manpower and emphasis on Training & DevelopmentWe have invested in technically qualified and skilled man-power to ensure timely execution of our projectswhile meeting the highest quality standards. Regular training and development programmes are organized toupdate the knowledge and skill sets.We have an experienced workforce looking after technical, commercial and financial aspects of the company.We also have a set of skilled operators and workers on our rolls. We also employ temporary contract labour atour work sites. Deployment is undertaken on a strategic basis to ensure optimum support for execution andplanning of the contract.5

The management team of the infrastructure business is qualified and experienced. We retain a de-layeredstructure to ensure quick client response time and prompt employee feedback.Our strong Order BookOur order book as at May 27, 2010 stood at Rs. 4,380.73 Crore. What differentiates our order book is thediversity and the work contracts across sectors. Numbers wise, we have as many as 11 contracts in roads andhighways, but value wise the spread is across the board. This helps us de-risk the business model from thecyclicities of a particular sector. In addition our track record of executing most of our projects within thespecified timeline has helped us ensure minimum cost overruns on time related parameters.Our strategy to bid for larger value orders will bring economies of scale that will have a strong positive impacton our efficiencies and in turn improve our competitiveness.6

SUMMARY FINANCIAL INFORMATIONThe following table sets forth selected financial information derived from our financials for the nine monthsended 31 December 2009 and financial years ended 31 March 2009, 2008, 2007, 2006 and 2005 which are inline with the audited financial statements. These financials have been prepared in accordance with therequirements of the Companies Act and the SEBI Regulations as amended from time to time, for the purpose ofdisclosure in this Draft Red Herring Prospectus. The Company‟s financial statements and the informationregarding the basis of preparation are set out in the section titled „Financial Statements‟ on page 149 of thisDraft Red Herring Prospectus. These should be read in conjunction “Management Discussion and Analysis ofFinancial Condition and Results of Operations on page 216 of the Draft Red Herring Prospectus.STANDALONE FINANCIALSSTATEMENT OF ASSETS AND LIABILITIES (Rs in lacs)Sr.No.AParticularsAs at 31 stDecember,2009As at 31 stMarch,2009As at 31 stMarch,2008As at 31 stMarch,2007*As at 31 stMarch,2006As at 31 stMarch,2005Fixed AssetsGross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42Capital Work in Progress - - - 396.90 - -Less : RevaluationReserve - - - - - -Net Block afteradjustment forRevaluation Reserve. 3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42B Investment 49.70 49.70 - - - -CCurrent Assets, Loans &AdvancesInventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11Sundry Debtors 24,663.56 8,504.20 2,878.65 3017.67 135.82 1176.05Cash and Bank Balances 3,304.99 2,057.42 1,823.75 221.76 76.31 83.99Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70Total 70,109.90 38,979.26 21,855.11 7,973.77 2,027.59 1,875.85D Liabilities andProvisionsSecured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09Share Application Money 285.00 - - 28.31 - -Deferred Tax Liability(Net) 368.70 307.51 210.38 170.69 146.43 137.36Current Liabilities &Provisions 19,571.33 11,723.12 3,979.63 2641.23 352.02 610.98Total 55,201.85 30,366.19 19,339.48 7499.09 2050.16 2091.79E Net Worth (A+B+C-D) 18,920.74 12,730.21 4,793.01 2431.35 1263.98 849.48FRepresented byEquity ShareCapital/Partners capital 2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48Reserves & Surplus 16,413.79 10,434.33 2,986.77 699.99 0.00 0.00Less : MiscellaneousExpenses ( To the extentnot written off) 14.44 19.51 26.27 3.02 - -Net Worth 18920.74 12730.21 4793.01 2431.35 1263.98 849.48*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.7

STATEMENT OF PROFIT AND LOSS ACCOUNT(Rs in lacs)Sr.No.AParticularsFor theperiod endedon 31 stDecember,2009For the yearended on 31 stMarch,2009For the yearended on 31 stMarch,2008For the yearended on31 stMarch,2007*For the yearended on 31 stMarch,2006For the yearended on 31 stMarch,2005IncomeGross Contract Receipts 65,101.14 50,446.66 21,298.21 10,468.66 3,244.26 4,141.62Other Income 228.11 216.07 265.44 35.89 17.91 2.50Increase(Decrease inInventories)8,340.75 7,896.19 9,360.74 2,198.25 1,122.51 (395.91)Total 73,670.00 58,558.92 30,924.39 12,702.80 4,384.68 3,748.21B ExpenditureRaw Materials Consumed 33,821.92 41,403.16 19,550.30 7,551.58 1,306.30 1,338.77Other Contract OperatingExpenses30,158.96 7,631.40 6,067.65 2,674.22 2,416.45 1,803.34Staff Costs 817.73 714.63 518.31 822.35 105.70 3.47Administrative & OtherExpenses558.46 1,445.68 578.88 305.55 121.32 95.40Total 65,357.07 51,194.87 26,715.14 11,353.70 3,949.77 3,240.98C Net Profit before Interest,Depreciation, Tax and8,312.93 7,364.05 4,209.25 1,349.10 434.91 507.23Extraordinary itemsDepreciation 186.04 185.93 121.20 80.81 66.21 54.77Interest & Financial Charges 3,062.46 3,312.51 1,850.74 297.91 94.81 185.38Profit / Loss before Tax butbefore Extra - ordinary Items5,064.43 3,865.61 2,237.31 970.38 273.89 267.08Provision for Taxation- Current Tax 868.78 437.97 286.40 301.92 72.12 35.20- Deferred Tax 61.19 97.13 39.69 24.26 9.07 137.36- Fringe BenefitTax- 11.16 10.22 4.01 4.77 -D Profit / Loss after Tax butbefore Extra - ordinary4,134.46 3,319.35 1,901.00 640.19 187.93 94.52ItemsExtra-ordinary Items - - - - - -Add/(Less) TaxationAdjustment(9.00) - - (15.52) - -Effect of change inaccounting policy on account- - - (146.42) - -of deferred tax provisionsEffect of change inaccounting policy on account- - - 465.02 - 204.50of DepreciationE Profit/Loss after ExtraordinaryItems4,125.46 3,319.35 1,901.00 943.27 187.93 299.02Add: Balance b/f from lastyear5,459.66 2,377.98 699.99 - - -Profit available forappropriation9,585.12 5,697.33 2,600.99 943.27 187.93 299.02Proposed Dividend - 186.05 173.52 - - -Tax thereon - 31.62 29.49 - - -Transfer to General Reserve - 20.00 20.00 - - -Less : Profit for the periodended 06/11/2006- - - 243.28 - -Profit Transferred to BalanceSheet9,585.12 5,459.66 2,377.98 699.99 187.93 299.02*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.8

STATEMENT OF CASH FLOW(Rs in lacs)ParticularsFor theperiodended on31 stDecember,2009For the yearended on31 stMarch,2009For the yearended on31 stMarch,2008For the yearended on 31 stMarch,2007*For the yearended on31 stMarch,2006For the yearended on31 stMarch,2005Cash Flows from Operating ActivitiesNet Profit before Taxation 5064.43 3865.61 2237.31 970.38 273.89 267.08Adjustments for:Depreciation 186.04 185.93 121.20 80.81 66.21 54.77Interest/ Dividend Income (109.56) (145.52) (213.46) (0.58) (3.33) (2.50)Less : AdjustmentsProfit pertain to partnership firm transfer to partner’scapital account- - - (243.28) - -Effect of change in accounting policy- - - (146.42) - -on account of deferred tax provisionsEffect of change in accounting policy- - - 465.02 - -on account of DepreciationPreliminary expenses Written off 5.06 6.75 6.75 0.75 - -Interest Paid 3062.46 3312.51 1850.74 297.91 94.81 185.38Loss on sale of Assets - - - 14.03 - -Provision for Gratuity & Leave encashment (11.83) 29.18 18.75 - - -Operating Profit before Working Capital Changes 8,196.60 7,254.46 4,021.29 1,438.62 431.58 504.73Change in Trade and Other Receivables (20,799.85) (8,211.81) (2,597.16) (3,452.80) 963.08 (1,251.61)Change in Inventories (8,340.74) (7,896.19) (9,360.73) (2,198.26) (1,122.50) 395.91Change in Current Liabilities 7,208.94 7,250.51 820.02 1982.82 (300.64) 386.68Income-tax paid (751.48) (782.46) (321.45) (164.73) (35.20) -Preliminary Expenses - - (30.00) (3.77) - -Net Cash Flow from Operating Activities (14,486.53) (2,385.49) (7,468.03) (2,398.12) (63.68) 35.71Cash Flow from Investing ActivitiesPurchase of Fixed Assets (81.59) (1,975.99) (838.80) (426.06) (287.34) (455.77)Sale of Fixed Assets - - - 58.00 - -Capital Work- In- Progress - - 396.90 (396.90) - -Interest Received 109.56 145.52 213.46 0.58 3.33 2.50Investments Purchased - (49.70) - - - -Net Cash Flow used in Investing Activities 27.97 (1,880.17) (228.44) (764.38) (284.01) (453.27)Proceeds from Issuance of Capital 2,060.00 4828.75 686.92 470.40 226.56 95.35Share Application Money Received 285.00 - (28.31) 28.31 - -Interest Paid (3,062.46) (3,312.51) (1,850.74) (297.91) (94.81) (185.38)Proceeds from Secured Loans 14,480.78 3,846.35 9,067.68 2,756.12 280.26 410.05Proceeds from Unsecured Loans 2,160.48 (660.25) 1,422.91 351.03 (72.00) 75.00Dividend Paid including Dividend Distribution Tax (217.67) (203.01) - - - -Net Cash Flow from Financing Activities 15706.13 4499.33 9298.46 3307.95 340.01 395.02Net increase in cash and cash equivalents 1,247.57 233.67 1,601.99 145.45 (7.68) (22.54)Cash and Cash Equivalents (Opening Balance) 2,057.42 1,823.75 221.76 76.31 83.99 106.53Cash and Cash Equivalents (Closing Balance) 3,304.99 2,057.42 1,823.75 221.76 76.31 83.99*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erst while Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited9

CONSOLIDATED FINANCIAL STATEMENTSSTATEMENT OF ASSETS AND LIABILITIES (Rs in lacs)Sr.No.ABCParticularsAs at 31 stDecember,2009As at 31 stMarch, 2009As at 31 stMarch, 2008As at 31 stMarch,2007*As at 31 stMarch, 2006As at 31 stMarch, 2005Fixed AssetsGross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42Capital Work in Progress - - - 396.90 - -Less : Revaluation Reserve - - - - - -Net Block after adjustment for3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42Revaluation Reserve.Foreign Currency TranslationReserve12.30 - - - - -Current Assets, Loans &AdvancesInventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11Sundry Debtors 24,815.24 8,715.04 2,878.65 3017.67 135.82 1176.05Cash and Bank Balances 3,306.86 2,059.14 1,823.75 221.76 76.31 83.99Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70Total 70,263.45 39,191.82 21,855.11 7,973.77 2,027.59 1,875.85D Liabilities and ProvisionsSecured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09Share Application Money 285.00 - - 28.31 - -Deferred Tax Liability (Net) 368.70 307.51 210.38 170.69 146.43 137.36Current Liabilities & Provisions 19,571.34 11,770.06 3,979.63 2641.23 352.02 610.98Total 55,201.86 30,413.13 19,339.48 7499.09 2050.16 2091.79E Net Worth (A+B+C-D) 19,036.88 12,846.13 4,793.01 2431.35 1263.98 849.48F Represented byEquity Share Capital/Partnerscapital2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48Reserves & Surplus 16,529.93 10,550.25 2,986.77 699.99 0.00 0.00Less : Miscellaneous Expenses (To the extent not written off)14.44 19.51 26.27 3.02 - -Net Worth 19,036.88 12,846.13 4793.01 2431.35 1263.98 849.48*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.10

STATEMENT OF PROFIT AND LOSS ACCOUNT (Rs in lacs)Sr.No.AParticularsFor theperiodended on31 stDecember,2009For the yearended on31 stMarch,2009For the yearended on31 stMarch,2008For the yearended on31 stMarch,2007*For the yearended on31 stMarch,2006For the yearended on31 stMarch,2005IncomeGross Contract Receipts 67,783.19 51,708.53 21,298.21 10,468.66 3,244.26 4,141.62Other Income 228.11 216.07 265.44 35.89 17.91 2.50Increase(Decrease in Inventories) 8,340.75 7,896.18 9,360.74 2,198.25 1,122.51 (395.91)Total 76,352.05 59,820.78 30,924.39 12,702.80 4,384.68 3,748.21B ExpenditureRaw Materials Consumed 33,821.92 41,403.16 19,550.30 7,551.58 1,306.30 1,338.77Other Contract OperatingExpenses32,832.86 8,770.20 6,067.65 2,674.22 2,416.45 1,803.34Staff Costs 817.73 714.63 518.31 822.35 105.70 3.47Administrative & Other Expenses 558.47 1,455.21 578.88 305.55 121.32 95.40Total 68,030.98 52,343.20 26,715.14 11,353.70 3,949.77 3,240.98C Net Profit before Interest,Depreciation, Tax and8,321.07 7,477.58 4,209.25 1,349.10 434.91 507.23Extraordinary itemsDepreciation 186.04 185.93 121.20 80.81 66.21 54.77Interest & Financial Charges 3,067.04 3,313.46 1,850.74 297.91 94.81 185.38Profit / Loss before Tax but beforeExtra - ordinary Items5,067.99 3,978.19 2,237.31 970.38 273.89 267.08Provision for Taxation- Current Tax 868.78 437.97 286.40 301.92 72.12 35.20- Deferred Tax 61.19 97.13 39.69 24.26 9.07 137.36- Fringe Benefit Tax - 11.16 10.22 4.01 4.77 -D Profit / Loss after Tax but beforeExtra - ordinary Items4,138.02 3,431.93 1,901.00 640.19 187.93 94.52Extra-ordinary Items - - - - - -Add/(Less) Taxation Adjustment (9.00) - - (15.52) - -Effect of change in accountingpolicy on account of deferred tax- - - (146.42) - -provisionsEffect of change in accountingpolicy on account of Depreciation- - - 465.02 - 204.50E Profit/Loss after Extra-ordinaryItems4,129.02 3,431.93 1,901.00 943.27 187.93 299.02Add: Balance b/f from last year 5,572.24 2377.98 699.99 - - -Profit available for appropriation 9,701.26 5809.91 2,600.99 943.27 187.93 299.02Proposed Dividend - 186.05 173.52 - - -Tax thereon - 31.62 29.49 - - -Transfer to General Reserve - 20.00 20.00 - - -Less : Profit for the period ended06/11/2006- - - 243.28 - -Profit Transferred to Balance Sheet 9,701.26 5,572.24 2,377.98 699.99 187.93 299.02*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.11

STATEMENT OF CASH FLOW (Rs in lacs)ParticularsFor theperiod endedon 31 stDecember,2009For the yearended on 31 stMarch,2009For the yearended on 31 stMarch,2008For the yearended on 31 stMarch,2007*For the yearended on 31 stMarch,2006For the yearended on 31 stMarch,2005Cash Flows from OperatingActivitiesNet Profit before Taxation 5067.99 3978.19 2237.31 970.38 273.89 267.08Adjustments for:Depreciation 186.04 185.93 121.20 80.81 66.21 54.77Interest/ Dividend Income (109.56) (145.52) (213.46) (0.58) (3.33) (2.50)Less : AdjustmentsProfit pertain to partnership firm- - - (243.28) - -transfer to partner’s capital accountEffect of change in accounting policyonaccount of deferred tax provisions- - - (146.42) - -Effect of change in accountingpolicy- - - 465.02 - -on account of DepreciationPreliminary expenses Written off 5.06 6.75 6.75 0.75 - -Interest Paid 3067.04 3313.46 1850.74 297.91 94.81 185.38Loss on sale of Assets - - - 14.03 - -Provision for Gratuity & Leave(11.83) 29.18 18.75 - - -encashmentOperating Profit before WorkingCapital Changes8,204.74 7,367.99 4,021.29 1,438.62 431.58 504.73Change in Trade and OtherReceivables(20,740.69) (8,422.66) (2,597.16) (3,452.80) 963.08 (1,251.61)Change in Inventories (8,340.74) (7,896.19) (9,360.73) (2,198.26) (1,122.50) 395.91Change in Current Liabilities 7,162.01 7,297.46 820.02 1982.82 (300.64) 386.68Income-tax paid (751.48) (782.46) (321.45) (164.73) (35.20) -Preliminary Expenses - - (30.00) (3.77) - -Net Cash Flow from Operating(14,466.16) (2,435.86) (7,468.03) (2,398.12) (63.68) 35.71ActivitiesCash Flow from Investing ActivitiesPurchase of Fixed Assets (81.59) (1,975.99) (838.80) (426.06) (287.34) (455.77)Sale of Fixed Assets - - - 58.00 - -Capital Work- In- Progress - - 396.90 (396.90) - -Interest Received 109.56 145.52 213.46 0.58 3.33 2.50Investments Purchased - - - -Net Cash Flow used in Investing27.97 (1,830.47) (228.44) (764.38) (284.01) (453.27)ActivitiesProceeds from Issuance of Capital 2,060.00 4828.75 686.92 470.40 226.56 95.35Share Application Money Received 285.00 - (28.31) 28.31 - -Interest Paid (3,067.04) (3,313.46) (1,850.74) (297.91) (94.81) (185.38)Increase/ (Decrease) in Foreign(15.64) 3.34Currency TranslationProceeds from Secured Loans 14,480.78 3,846.35 9,067.68 2,756.12 280.26 410.05Proceeds from Unsecured Loans 2,160.48 (660.25) 1,422.91 351.03 (72.00) 75.00Dividend Paid including Dividend(217.67) (203.01) - - - -Distribution TaxNet Cash Flow from FinancingActivities15685.91 4501.72 9298.46 3307.95 340.01 395.02Net increase in cash and cashequivalents1,247.72 235.39 1,601.99 145.45 (7.68) (22.54)Cash and Cash Equivalents(Opening Balance)2,059.14 1,823.75 221.76 76.31 83.99 106.53Cash and Cash Equivalents (ClosingBalance)3,306.86 2,059.14 1,823.75 221.76 76.31 83.99*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.12

THE ISSUEPublic Issue of Equity SharesOf which:Qualified Institutional Buyers (QIBs) Portion ##of whichAnchor InvestorMutual Fund PortionBalance of QIB Portion (available for QIBs includingMutual Funds)Non-Institutional PortionRetail PortionPre and post-Issue Equity SharesEquity Shares outstanding prior to the IssueEquity Shares outstanding after the IssueUse of Issue ProceedsNumber of Equity Shares*[●] Equity Shares at a price of Rs. [●] aggregating toRs. 30,000 LacsNot more than [●][●]*[●][●]Not less than [●]Not less than [●][●][●]See “Objects of the Issue” on page 37 of this DraftRed Herring Prospectus.Notes:*The Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. Onethird of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids beingreceived from domestic Mutual Funds at or above the price at which allocation is being done to AnchorInvestors.For further details, see “Issue Procedure” on page 288 of this Draft Red Herring Prospectus.Allocation to allcategories, except Anchor Investor Portion, if any, shall be made on a proportionate basis subject to valid Bidsreceived at or above the Issue Price. Under subscription, if any, in any category would be allowed to be metwith spill over from any other category at the sole discretion of the Company, in consultation with the BookRunning Lead Managers.13

GENERAL INFORMATIONRegistered Office and Corporate Office of our Company5 th Floor,“Premlata Building”39, Shakespeare SaraniKolkata – 700 017West Bengal, IndiaTel: +91-33-4002 7777Fax: +91-33-4002 7744Email: info@jaingroup.co.inWebsite: www.jaingroup.co.inCIN: U45203WB2006PLC111712Address of Registrar of CompaniesOur Company is registered with the Registrar of Companies, Kolkata, West Bengal situated at the followingaddress:Nizam Palace2nd MSO Building3rd Floor234/4 A.J.C.Bose RoadKolkata-700 020Name of Branch Office:Patna Branch Office: House No.9, Aniket Housing, IAS Colony, Kidwaipuri, Patna - 800001Contact No.: (9161) 22520466Lucknow Branch Office: B-1/186, Visesh Khand, Gomti Nagar, Lucknow, Uttar Pradesh- 226010Contact No: (0522) 2306633Bangalore Branch Office:15/9, 2 nd Floor, Primrose Road, M .G Road, Bangalore – 560 001Sharjah Branch Office: SAIF Zone - Q1-08-051/A, P.O. Box: 122451Delhi Branch Office: 601, Akash Deep Building, 26A Barakhamba Road, New Delhi – 110 001Board of DirectorsOur Board comprises of four Directors. Mr. Mannoj Kumar Jain is the Chairman and Executive Director andMr. Ashok K. Chadha is the Vice Chairman and Managing Director of the Company.Name, Designation andOccupationMr. Mannoj Kumar JainDesignationExecutive Director and ChairmanIndustralistAge (Years) DIN Address36 004991627, Iron Side Road,Kolkata – 700019,West BengalMr. Ashok Kumar ChadhaDesignationManaging Director and ViceChairmanService60 01242023C-554, Ground Floor,Defence Colony,New Delhi – 110024Mr.Bimalendu Chakrabarti 61 00017513 B-21, Mayfair Garden,14

Name, Designation andOccupationDesignationIndependentNon-executiveAge (Years) DIN AddressLittle Gibbs Road,Malabar Hill,Mumbai - 400 006MaharashtraRetiredMr. Sunder Shyam DuaDesignationIndependentNon-executiveRetired72 01231998L-327, Tarapore Tower,Oshiwara, Andheri (W)MumbaiMaharashtra -400 058Brief Profile of the Board of DirectorsPlease refer to the Section “Our Management” on page 107 of this Draft Red Herring Prospectus.Company Secretary and Compliance OfficerMr. Sumit Kumar SuranaAddress: “Premlata Building”, 5 th Floor39, Shakespeare SaraniKolkata- 700 017Tel: +91 33 4002 7777Fax: +91 33 4002 7744Email: investorgrievances@jaingroup.co.inInvestors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue orpost-Issue related problems such as non-receipt of letters of allotment, credit of allotted Equity Shares inthe respective beneficiary account or refund orders, etc. All grievances relating to the ASBA process maybe addressed to the Registrar to the Issue with a copy to the relevant SCSB giving full details such asname, address of the applicant, number of Equity Shares applied for, Bid Amount blocked, ASBAaccount number and the designated branch of the relevant SCSB where the ASBA BCAF was submittedby the ASBA Bidder.Book Running Lead ManagersIDBI Capital Markets Services Limited5th Floor, Mafatlal CentreNariman PointMumbai - 400 021Tel: +91 22 4322 1212Fax: +91 22 2283 8782Website: www.idbicapital.comE-mail: jaininfra.ipo@idbicapital.comInvestor Grievance E-mail: redressal@idbicapital.comContact Person: Mr. Piyush Bansal | Mr. Subodh MallyaSEBI Registration Number: INM000010866**Application for renewal of the licence has been made on 11 March 2010SBI Capital Markets Limited202, Maker Tower „E‟,Cuff Parade, Mumbai 400 00515

Tel: +91 22 2217 8300Fax: +91 22 2218 8332Website: www.sbicaps.comEmail: jaininfra.ipo@sbicaps.comInvestor Grievance E-mail: investor.relations@sbicaps.comContact Person: Mr. Gitesh Vargantwar | Ms. Sylvia MendoncaSEBI Registration Number: INM000003531Keynote Corporate Services Limited4 th Floor Balmer Lawrie Bldg,5, J.N. Heredia Marg,Ballard Estate, Mumbai – 400 001Tel: +91 22 3026 6000Fax: +91 22 2269 4323Website: www.keynoteindia.netE-mail: mbd@keynoteindia.netInvestor Grievance E-mail: mbd@keynoteindia.netContact Person: Mr. Girish SharmaSEBI Registration Number: INM000003606Legal Counsel to the IssueKhaitan & CoOne Indiabulls Centre, 13th Floor841 Senapati Bapat MargElphinstone RoadMumbai - 400 013Tel: +91 22 6636 5000Fax: +91 22 6636 5050Registrar to the IssueKarvy Computershare Private LimitedKarvy House, 46, Avenue 4, Street No.1,Banjara Hills, Hyderabad - 500 034Tel: +91 40 2331 2454Fax: :+91 40 2331 1968Website: http://karisma.karvy.comE-mail:jaininfra.ipo@karvy.comInvestor Grievance E-mail: einward.ris@karvy.comContact Person: Mr. M. Murali KrishnaSEBI Registration No: INR000000221STATUTORY AUDITORS TO THE COMPANYR.K. Chandak & Co.402, Bentick Chambers37A, Bentick StreetKolkata – 700 069Tel: +91 33 2243 7193/94Fax: +91 33 2243 7195Email: high@cal3.vsnl.net.inContact Person : Rajesh Kumar ChandakFirm Registration No: 319248EBANKERS TO THE ISSUE AND ESCROW COLLECTION BANKS[]16

SELF CERTIFIED SYNDICATE BANKSA list of banks notified by SEBI to act as SCSBs for the ASBA process is available on the website of SEBI atwww.sebi.gov.in. For details on Designated Branches of SCSB collecting as per ASBA BCAF, please refer tothe abovementioned link.BANKERS TO THE COMPANYIDBI Bank Ltd.IDBI House,44, Shakespeare Sarani,P.B. No. 16102, Kolkata – 700 017Tel: +91 33 6633 8888 / 6633 8899Fax: +91 33 6633 8812 / 6633 8816Website: www.idbi.comState Bank of India11, Dr. U. N. Bharamchari Street,Kolkata – 700 017Tel: +91 33 2243 6544 / 2213 3748 / 2213 3730Fax: +91 33 2210 8321 / 2243 6544Website: www.statebankofindia.comCentral Bank of India33 N.S RoadKolkata – 700 001Tel: +91 33 2229 6516Fax: +91 33 2229 1266Website: www.centralbankofindia.co.inPunjab National Bank*Large Corporate Branch44, Park Street, Kolkata – 700 016Tel: +91 33 2249 7554 / 2229 3032 / 2249 3310Fax: +91 33 2321 3364Website: www.pnbindia.comState Bank of Bikaner and Jaipur20B, Park Street,Kolkata – 7000016Tel: +91 33 2359 0362 / 2321 8140/ 2337 3364Fax: +91 33 2227 0632Website: www.sbbjbank.comIndian Overseas Bank*International Business Branch2, Wood StreetKolkataTel: +91 2280 1177Fax: +91 2287 2772Website: www.iob.inContact Person:Mr V.N. RamakrishnanUCO Bank*India Exchange Place Midcorporate Branch2, India Exchange Place, Kolkata – 700 001Tel: +91 33 2213 0075Fax: +91 33 2230 9613Website: www.ucobank.com*We have applied and are awaiting consents from these banks for this initial public offering. The details shall be updated at the time offiling the Red Herring Prospectus17

INTER SE ALLOCATION OF RESPONSIBILITIES BETWEEN THE LEAD MANAGERSThe following table sets forth the inter se allocation of responsibilities for various activities among the BRLMsfor the Issue:Sr.No.Inter – Se Allocation of ResponsibilitiesActivityResponsibilityCo-ordination1.Capital Structuring with relative components and formalities such as typeof instruments, etc.All BRLMs IDBI Caps2.Due diligence of Company's operations / management / business plans /legal etc. Drafting and design of Red Herring Prospectus includingmemorandum containing salient features of the Prospectus. The BRLMsshall ensure compliance with stipulated requirements and completion ofAll BRLMs IDBI Capsprescribed formalities with the Stock Exchanges, ROC and SEBIincluding finalisation of Prospectus and ROC filing.3. Drafting and approval of all statutory advertisement All BRLMs SBI Caps4.Drafting and approval of all publicity material other than statutoryadvertisement as mentioned in 3 above including corporate advertisement,brochure etc.All BRLMs SBI Caps5.Appointment of other intermediaries viz., Registrar's, Printers, AdvertisingAgency and Bankers to the IssueAll BRLMs Keynote6. Preparation of Road show presentation All BRLMs IDBI Caps7.International Institutional Marketing strategy* Finalise the list and division of investors for one to one meetings, inconsultation with the Company, and* Finalizing the International road show schedule and investor meetingschedulesAll BRLMs IDBI Caps8.9.Domestic institutions / banks / mutual funds marketing strategy* Finalise the list and division of investors for one to one meetings,institutional allocation in consultation with the Company.* Finalizing the list and division of investors for one to one meetings, and* Finalizing investor meeting schedulesNon-Institutional and Retail marketing of the Issue, which will cover, interalia,*Formulating marketing strategies, preparation of publicity budget*Finalise Media and PR strategy*Finalising centers for holding conferences for press and brokers*Follow-up on distribution of publicity and Issuer material includingform, prospectus and deciding on the quantum of the Issue materialAll BRLMsAll BRLMsSBI CapsKeynote10.Co-ordination with Stock Exchanges for Book Building Software, biddingterminals and mock trading.All BRLMs Keynote11. Finalisation of Pricing, in consultation with the Company All BRLMs IDBI Caps12.The post bidding activities including management of escrow accounts, coordinationof non-institutional allocation, intimation of allocation anddispatch of refunds to bidders etc. The post Offer activities for the Offerinvolving essential follow up steps, which include the finalisation oftrading and dealing of instruments and demat of delivery of shares, withthe various agencies connected with the work such as the registrar‟s to theIssue and Bankers to the Issue and the bank handling refund business. Themerchant banker shall be responsible for ensuring that these agencies fulfiltheir functions and enable it to discharge this responsibility throughsuitable agreements with the Company.All BRLMs KeynoteCREDIT RATINGAs this is an Issue of Equity Shares, credit rating is not required.TRUSTEESAs this is an Issue of Equity Shares, the appointment of Trustees is not required.18

IPO GRADINGThe Issue has been graded by [] as IPO Grade [], indicating [] fundamentals through its letter dated []. Fordetails in relation to the report of [] furnishing rationale of the IPO grading, please refer to Annexure on page[] of this Draft Red Herring Prospectus.MONITORING AGENCYAs the net proceeds of the Issue will be less than Rs. 50,000 Lacs, under the SEBI Regulations, it is not requiredthat a monitoring agency be appointed by our Company. However, the Audit Committee of the Board willmonitor the utilization of issue proceeds.APPRAISING AGENCYThe project of the Company has not been appraised by any appraising agency.BOOK BUILDING PROCESSThe Book Building Process refers to the process of collection of Bids, on the basis of the Draft Red HerringProspectus, within the Price Band. The Issue Price is fixed after the Bid/Issue Closing Date.The principal parties involved in the Book Building Process are:(1) Our Company;(2) The Book Running Lead Managers, in this case being IDBI Caps, SBI Caps and Keynote;(3) The Syndicate Members, who are intermediaries registered with SEBI or registered as brokers withBSE/NSE and eligible to act as underwriters. Syndicate Members are appointed by the BRLMs;(4) The Registrar to the Issue, in this case being Karvy Computershare Pvt. Ltd.;(5) Escrow Collection Banks, Refund Banks; and(6) Self Certified Syndicate Banks through whom ASBA Bidders would subscribe to this Issue.The SEBI ICDR Regulations has permitted the Issue of securities to the public through the 100% Book BuildingProcess, wherein not more than 50% of the Issue shall be allotted on a proportionate basis to QIBs. 5% of theQIB Portion (excluding Anchor Investor Portion) shall be reserved for Mutual Funds. Upto 30% of the QIBPortion shall be available for allocation to Anchor Investors and one-third of the Anchor Investor Portion shallbe available for allocation to domestic Mutual Funds. Further, not less than 15% of the Issue shall be availablefor allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue shall beavailable for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids beingreceived at or above the Issue Price. Our Company will comply with these regulations for this Issue. In thisregard, our Company has appointed the Book Running Lead Managers to procure subscriptions to the Issue.In accordance with the SEBI Regulations, QIBs, bidding in the QIB Portion, are not allowed to withdrawtheir Bid(s) after the Bid/Issue Closing Date. For further details, see “Terms of the Issue” on page 280 of thisDraft Red Herring Prospectus.Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/Issue Date. Allocation to QIBs(other than Anchor Investors) will be on proportionate basis.We will comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this Issue. Inthis regard, we have appointed the BRLMs to manage the Issue and procure subscriptions to the Issue.The process of Book Building under the SEBI Regulations is subject to change from time to time and theinvestors are advised to make their own judgment about investment through this process prior to makinga Bid or application in the Issue.Illustration of Book Building and Price Discovery Process (Investors should note that this example is solelyfor illustrative purposes and is not specific to the Issue)Bidders can bid at any price within the price band. For instance, assuming a price band of Rs. 40/- to Rs. 48/-per share, issue size of 6,000 equity shares and receipt of nine bids from bidders, details of which are shown inthe table below, the illustrative book would be as below. A graphical representation of the consolidated demand19

and price would be made available at the bidding centres during the bidding period. The illustrative book asshown below indicates the demand for the shares of the Company at various prices and is collated from bidsfrom various investors.Number of equity Bid Price (Rs.) Cumulative equitySubscriptionshares bid forshares bid500 48 500 8.33%700 47 1,200 20.00%1,000 46 2,200 36.67%400 45 2,600 43.33%500 44 3,100 51.67%200 43 3,300 55.00%2,700 42 6,000 100.00%800 41 6,800 113.33%1,200 40 8,000 133.33%The price discovery is a function of demand at various prices. The highest price at which the issuer is able toissue the desired quantum of shares is the price at which the book cuts off i.e. Rs. 42/- in the above example.The issuer, in consultation with the BRLMs will finalize the issue price at or below such cut-off price i.e. at orbelow Rs. 42/-. All bids at or above this issue price and cut-off bids are valid bids and are considered forallocation in respective category.Steps to be taken by the Bidders for Bidding1. Check eligibility for making a Bid (for further details, please see section titled “Issue Procedure” onpage 288 of this Draft Red Herring Prospectus);2. Ensure that you have a dematerialised account and the dematerialised account details are correctlymentioned in the Bid cum Application Form;3. Ensure that you have mentioned your PAN (see section titled “Issue Procedure” on page no 288 of thisDraft Red Herring Prospectus);4. Ensure that the Bid cum Application Form/ASBA Form is duly completed as per instructions given inthis Draft Red Herring Prospectus and in the Bid cum Application Form/ASBA Form; and5. Bids by QIBs will only have to be submitted to the BRLMs and/or their affiliates.The Bidders may note that in case the DP ID & Client ID and PAN mentioned in the Application Form andentered into the electronic bidding system of the Stock Exchanges by the Syndicate Member does not matchwith the DP ID & Client ID and PAN available in the depository database, the Application Form is liable to berejected.Withdrawal of the IssueThe Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue anytime afterthe Bid/Issue Opening Date but before the Allotment of Equity Shares without assigning any reason thereof. Insuch an event, the Company would issue a public notice in the newspapers, in which the pre-Issueadvertisements were published, within two days of the Bid/Issue Closing Date, providing reasons for notproceeding with the Issue. The Company shall also inform the same to Stock Exchanges on which the EquityShares are proposed to be listed.In the event the Company decides not to proceed with the Issue after the Bid/Issue Closing Date, the Companywould be required to file a fresh draft red herring prospectus.Bid/Issue ProgrammeBidding Period/Issue PeriodBID/ISSUE OPENS ON[●]*BID/ISSUE CLOSES ON[●]***Our Company may consider participation by Anchor Investors in terms of the SEBI ICDR Regulations. The AnchorInvestor Bid/Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date.**Our Company may consider closing the Bidding by QIB Bidders 1 Working Day prior to the Bid/Issue Closing Datesubject to the Bid/Issue period being for a minimum of 3 Working Days.20

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian StandardTime) during the Bid/Issue Period as mentioned above at the bidding centers mentioned on the Bid cumApplication Form or, in case of Bids submitted through ASBA, the Designated Branches of the SCSBs exceptthat on the Bid/Issue Closing Date, Bids (excluding the ASBA Bidders) shall be accepted only between10.00 a.m. and 5.00 p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. in case of Bids by QIBBidders, Non-Institutional Bidders where the Bid Amount is in excess of Rs. 1,00,000 and (ii) 5.00 p.m. in caseof Bids by Retail Individual Investors or till any such time as may be extended subject to permission from BSEand NSE. Due to limitation of the time available for uploading the Bids on the Bid/Issue Closing Date, theBidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no laterthan 3.00 p.m. (Indian Standard Time) on the Bid/Issue Closing Date. Bidders are requested to note that due toclustering of last day applications, as is typically experienced in public offerings, some Bids may not getuploaded on the last date. Such Bids that cannot be uploaded will not be considered for allocation under theIssue. Bids not uploaded in the book would be rejected. If such Bids are not uploaded, the Company, BRLM,Syndicate Members and the SCSBs will not be responsible. Bids will be accepted only on Business Days. Bidsby ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the NSE and theBSE.On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading theBids received by Retail Individual Bidders after taking into account the total number of Bids received up to theclosure of timings for acceptance of Bid cum Application Forms and ASBA BCAF as stated herein and reportedby the BRLMs to the Stock Exchange within half an hour of such closure.In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bidform, for a particular bidder, the details as per physical application form of that Bidder may be taken as the finaldata for the purpose of allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis thedata contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidder, theRegistrar to the Issue shall ask for rectified data from the SCSB.The Company reserves the right to revise the Price Band during the Bid/Issue Period in accordance with theSEBI ICDR Regulations provided that the revised cap of the price band should not be more than 20% of therevised floor of the band i.e. revised cap of the Price Band shall be less than or equal to 120% of the revisedfloor of the price band. The Floor Price can be revised up or down to a maximum of 20% of the original FloorPrice and shall be advertised at least two Working Days prior to the Bid/Issue Opening Date.In case of revision of the Price Band, the Issue Period will be extended for three additional Working Daysafter revision of the Price Band subject to the total Bid /Issue Period not exceeding 10 Working Days. Anyrevision in the Price Band and the revised Bid/Issue, if applicable, will be widely disseminated bynotification to the BSE and the NSE and the SCSBs, by issuing a press release and also by indicating thechanges on the websites of the BRLMs and at the terminals of the Syndicate.Underwriting AgreementAfter the determination of the Issue Price and allocation of our Equity Shares, but prior to the filing of theProspectus with the RoC, our Company will enter into an Underwriting Agreement with the Underwriters forthe Equity Shares proposed to be offered through the Issue. It is proposed that pursuant to the terms of theUnderwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event theSyndicate Members do not fulfil their underwriting obligations. The Underwriting Agreement is dated [•].The Underwriters have indicated their intention to underwrite the following number of Equity Shares:This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.Name and Address of Underwriters Indicated Number ofEquity Shares to beUnderwrittenAmount Underwritten(Rs. in Lacs)IDBI Capital Market Services Limited5th Floor, Mafatlal CentreNariman PointMumbai - 400 021[•][•]SBI Capital Markets Limited [•] [•]21

Name and Address of Underwriters Indicated Number ofEquity Shares to beUnderwrittenAmount Underwritten(Rs. in Lacs)202, Maker Tower 'E',Cuffe Parade,Mumbai - 400 005Keynote Corporate Services Limited4 th Floor, Balmer Lawrie Bldg,5, J.N. Heredia Marg,Ballard Estate, Mumbai – 400 001[•][•][•] [•] [•]The above-mentioned underwriting will be finalized after the pricing and actual allocation. In the opinion of ourBoard of Directors (based on a certificate given by the Underwriters), the resources of the above mentionedUnderwriters are sufficient to enable them to discharge their respective underwriting obligations in full. Theabovementioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered asbrokers with the Stock Exchange(s). Our Board of Directors / Committee of Directors, at its meeting held on[●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.Notwithstanding the above table, the BRLMs and the Syndicate Members shall be responsible for ensuringpayment with respect to Equity Shares allocated to investors procured by them. In the event of any default inpayment, the respective Underwriter, in addition to other obligations defined in the underwriting agreement, willalso be required to procure/subscribe to Equity Shares to the extent of the defaulted amount.22

CAPITAL STRUCTUREThe Equity Share capital of our Company, as of the date of this Draft Red Herring Prospectus, before and afterthe proposed Issue, is set forth below:AggregateNominal Value(Rupees in Lacs)A) AUTHORISED SHARE CAPITAL6,00,00,000 Equity Shares of Rs.10 each 6,000.00Aggregate Value atIssue Price (Rupeesin Lacs)B)C)ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITALBEFORE THE ISSUE2,52,13,850 Equity Shares of Rs. 10 each 2,521.38PRESENT ISSUE IN TERMS OF THIS DRAFT REDHERRING PROSPECTUS *[●] Equity Shares of Rs. 10 each [●] [●]D) OUT OF WHICH:QIB Portion -Non Institutional Portion -Retail Portion -[]E) PAID UP EQUITY CAPITAL AFTER THE ISSUE[●] Equity Shares of Rs. 10 each [●] [●]F) SHARE PREMIUM ACCOUNTBefore the Issue 6,788.67 -After the Issue [●] -* The Issue in terms of this Draft Red Herring Prospectus has been authorised by the Board of Directorspursuant to a resolution dated 12 October 2009 and by the shareholders of the Company, pursuant to aresolution, in an Extra Ordinary General Meeting held on 30 November 2009.Changes in Authorised Share Capital1. The initial authorised share capital of Rs. 500 Lacs divided into 50,00,000 Equity Shares of Rs. 10 eachwas increased to Rs. 1,000 Lacs divided into 1,00,00,000 Equity Shares of Rs. 10 each pursuant to aresolution of shareholders passed at an EGM held on 15 December 2006.2. The authorised share capital of Rs. 1,000 Lacs divided into 1,00,00,000 Equity Shares of Rs. 10 eachwas increased to Rs. 3,000 Lacs divided into 3,00,00,000 Equity Shares of Rs. 10 each pursuant to aresolution of shareholders passed at an EGM held on 30 March 2007.3. The authorised share capital of Rs. 3,000 Lacs divided into 3,00,00,000 Equity Shares of Rs. 10 eachincreased to Rs. 6,000 Lacs divided into 6,00,00,000 Equity Shares of Rs.10 each pursuant to aresolution of shareholders passed at an AGM held on 19 September 2009.1. Share Capital History of the company(a)The following is the history of the equity share capital of our Company:Date ofallotment8 November2006No. of EquityShares allotted50,00,000 EquityShares allotted onsubscription toFaceValue(Rs.)IssuePrice(Rs.)Nature ofConsideration10 10.00 Other thanCashIssuedEquityCapital(Rs.)CumulativeNo. of EquitySharesCumulativePaid-upEquity ShareCapital(Rs.)CumulativeSharePremium(Rs.)5,00,00,000 50,00,000 5,00,00,000 Nil23

Date ofallotmentNo. of EquityShares allottedMemorandum ofAssociation to:Mr. Mannoj KumarJain – 5,00,000Equity SharesFaceValue(Rs.)IssuePrice(Rs.)Nature ofConsiderationIssuedEquityCapital(Rs.)CumulativeNo. of EquitySharesCumulativePaid-upEquity ShareCapital(Rs.)CumulativeSharePremium(Rs.)M/s Smriti FoodPark PrivateLimited -24,50,000Equity SharesM/s PrakashEndevours PrivateLimited – 80,000Equiy SharesM/s TushitaBuilders PrivateLimited –19,50,000Rekha MannojJain – 10,000Equity SharesDarshan Lal Jain –5,000 EquitySharesJanki Devi Jai –5,000 EquityShares30 March 2007 61,33,720 EquityShares allotted to:Tushita BuildersPrivate Limited –33,30,000 EquityShares10 10.00 Cash 6,13,37,200 1,11,33,720 11,13,37,200 NilM/s Smriti FoodPark Private -7,40,000 EquitySharesM/s PrakashEndevours PrivateLimited –14,63,720 EquiySharesM/s PrakashPetrochemicalsPrivate Limited –3,00,000Jain Coke & PowerPrivate Limited –3,00,000 EquityShares30 March 2007 62,10,060 EquityShares allotted to:Mr. Mannoj KumarJain – 9,51,420Equity Shares10 10.00 Other thanCash6,21,00,600 1,73,43,780 17,34,37,800 NilMrs. RekhaMannoj Jain –45,660 EquityShares24

Date ofallotmentNo. of EquityShares allottedFaceValue(Rs.)IssuePrice(Rs.)Nature ofConsiderationIssuedEquityCapital(Rs.)CumulativeNo. of EquitySharesCumulativePaid-upEquity ShareCapital(Rs.)CumulativeSharePremium(Rs.)Mr. Darshan LalJain – 45,660Equity SharesMrs. Janki DeviJain – 22,830Equity SharesTushita BuildersPrivate Limited –22,830M/s Smriti FoodPark Private - 46,39, 820 EquitySharesM/s PrakashEndevours PrivateLimited – 4,81,840Equiy Shares29 March 2008 9,81,320 EquityShares allotted to:10 70.00 Cash 98,13,200 1,83,25,100 18,32,51,000 5,88,79,2005 February2009MrigiyaElectronics PrivateLimited – 9,74,290Equity SharesPraksah VanijyaPrivate Limited –7,030 EquityShares18,03,750 EquityShares allotted to:Mrigiya ElectronicIndustries Pvt.Ltd.- 41,000 EquitySharesPrakashEndeavours PrivateLimited – 3,75,000Equity SharesQuantum NirmanPrivate Limited –3,29,000 EquitySharesMrs. RekhaMannoj Jain –6,000 EquitySharesSmriti Food ParkPrivate Limited –78,250 EquitySharesSonataConstructionPrivate Limited –5,77, 500 EquitySharesPushpadant10 100.00 Cash 1,80,37,500 2,01,28,850 20,12,88,500 22,12,16,70025

Date ofallotmentNo. of EquityShares allottedCommercial (P)Limited – 50,000Equity SharesFaceValue(Rs.)IssuePrice(Rs.)Nature ofConsiderationIssuedEquityCapital(Rs.)CumulativeNo. of EquitySharesCumulativePaid-upEquity ShareCapital(Rs.)CumulativeSharePremium(Rs.)Amber CreditCompany Limited– 75,000 EqutySharesVNG Mercantiles(P) Limited –50,000 EquitySharesAdhunik Dealcom(P) Limited –50,000 EquitySharesAmbitionMerchants (P)Limited – 50,000Equity SharesBestway HirePurchase (P) Ltd. –5,000 EquitySharesRemahay Stores(P) Limited -10,000 EquitySharesPrakash Vanijya(P) Limited -107,000Equity Shares31 March 2009 30,25,000 EquityShares allotted to10 100.00 Cash 3,02,50,000 2,31,53,850 23,15,38,500 49,34,66,700Joyprit HotelPrivate Limited -250,000 EquitySharesJoyprit PlasticDealers PrivateLimited -76,000Equity SharesWellbuild Cement(P) Limited-35,000 EquitySharesSatabdi JutePrivate Limited-65,000 EquitySharesSparsh HotelPrivate Limited -30,000 EquitySharesSukant SteelPrivate Limited -80,000 EquityShares26

Date ofallotmentNo. of EquityShares allottedFaceValue(Rs.)IssuePrice(Rs.)Nature ofConsiderationIssuedEquityCapital(Rs.)CumulativeNo. of EquitySharesCumulativePaid-upEquity ShareCapital(Rs.)CumulativeSharePremium(Rs.)Taral VincomPrivate Limited -200,000 EquitySharesWarner MetallicPrivate Limited -50,000 EquitySharesCRM SystemsPrivate Limited -100,000 EquitySharesKalimata TimberPrivate Limited -150,000 EquitySharesBahar PaperPrivate Limited -250,000 EquitySharesBarsopruti EximPrivate Limited -500,000 EquitySharesGoodfaith CementPrivate Limited -174,000 EquitySharesBalaram Tie-upPrivate Limited -300,000 EquitySharesChandimataManagementPrivate Limited -50,000 EquitySharesDisha Tie-upPrivate Limited -80,000 EquitySharesLambodar MachineTools PrivateLimited 100,000Equity SharesNavodeep CourierPrivate Limited -200,000Sitala TimberPrivate Limited-100,000 EquitySharesIdea VinimayPrivateLimited50,000Equity Shares27

Date ofallotmentNo. of EquityShares allottedParamsukhTradelink PrivateLimited -50,000Equity SharesFaceValue(Rs.)IssuePrice(Rs.)Nature ofConsiderationIssuedEquityCapital(Rs.)CumulativeNo. of EquitySharesCumulativePaid-upEquity ShareCapital(Rs.)CumulativeSharePremium(Rs.)R.J. Films PrivateLimited- 35,000Equity SharesSynchorifinVyapar (P)Limited- 50,000Equity Shares19 September2009VishwamitraVanijya (P)Limited- 50,000Equity Shares20,60,000 EquityShares allotted to:Sukant SteelPrivate Limited300,000 EquitySharesSubhlabh AgencyPrivate Limited-50,000 EquitySharesNavodeep CourierPrivate Limited -100,000 EquitySharesKlapp VyapaarPrivate Limited150,000 EquitySharesJagprem LeatherPrivate Limited450,000 EquitySharesChandimataManagementPrivate Limited -50,000 EquitySharesBholebaba JutePrivate Limited -100,000 EquitySharesBasukinath DesignPrivate Limited -225,000 EquitySharesBarsopurti EximPrivate Limited -150,000 EqutySharesBalaram Tie-upPrivate Ltd.285,000 EquityShares10 100.00 Cash 2,06,00,000 2,52,13,850 25,21,38,500 67,88,66,70028

Date ofallotmentNo. of EquityShares allottedFaceValue(Rs.)IssuePrice(Rs.)Nature ofConsiderationIssuedEquityCapital(Rs.)CumulativeNo. of EquitySharesCumulativePaid-upEquity ShareCapital(Rs.)CumulativeSharePremium(Rs.)Bahar Paper (P)Limited 100,000Equty SharesAlishan EstatesPrivate Limited100,000 EquitySharesTOTAL - - - 2,52,13,850(b)The following shares were allotted for consideration other than cash:Date ofallotmentNo. of EquityShares allottedFaceValue(Rs.)IssuePrice(Rs.)Nature ofConsiderationIssuedEquityCapital(Rs.)CumulativeNo. of EquitySharesCumulativePaid-upEquity ShareCapital(Rs.)CumulativeSharePremium(Rs.)30 March 2007 62,10,060 EquityShares allotted to:Mr. MannojKumar Jain –9,51,420 EquitySharesMrs. RekhaMannoj Jain –45,660 EquitySharesMr. Darshan LalJain – 45,660Equity SharesMrs. Janki DeviJain – 22,830Equity SharesM/s TushitaBuilders PrivateLimited – 22,830Equity SharesM/s Smriti FoodPark PrivateLimited -46,39,820 EquitySharesM/s PrakashEndeavoursPrivate Limited –4,81,840 EquiyShares10 10.00 Other thanCash6,21,00,600 1,12,10,060 11,21,00,600 NilExcept for the allotment of Equity Shares to the subscribers to the Memorandum of Association and allotment to Mr. MannojKumar Jain, Mrs. Rekha Mannoj Jain, Mr. Darshan Lal Jain, Mrs. Janki Devi Jain, Tushita Builders Private Limited, SmritiFood Park Private Limited and Prakash Endeavours Private Limited, as referred hereinabove, our Company has not issuedEquity Shares for consideration other than cash.2. Promoter Contribution and Lock-in(a)History of Equity Shares held by the Promoters29

The Equity Shares held by the Promoters were acquired/allotted in the following manner:Name ofPromoterMr. MannojKumar JainMs. RekhaMannoj JainM/s Smriti FoodPark PrivateLimitedM/s PrakashEndeavoursPrivate LimitedDate ofAllotment/Transfer*Consideration(Cash/other thancash)Number ofEquity SharesFaceValue(Rs.)Acquisition Price(Rs.perequityshare)Pre-Issuepaid-upcapital (%)Nature ofIssue/Acquisition8 NovemberAllotment2006 Other than Cash 5,00,000 10 10.00 1.98[●]Allotment30 March 2007 Other than Cash 9,51,420 10 10.00 3.77[●]25 August 2008 Cash 3,00,0001010.00 1.19 Transfer [●]12 October 2009 Cash 2,50,0001020.001.00Transfer[●]Sub-Total 20,01,420 7.94 [●]0.04 Allotment8 November2006 Other than Cash 10,000 10 10.00[●]0.18 Allotment30 March 2007 Other than Cash 45,660 10 10.00[●]0.8025 August 2008 Cash 2,00,000 10 10.00Trasnfer [●]0.025 February 2009 Cash 6,000 10 100.00Allotment [●]Sub-Total 2,61,660 1.04 [●]9.72 Allotment8 November2006 Other than Cash 24,50,000 10 10.00[●]18.40 Allotment30 March 2007 Other than Cash 46,39,820 10 10.00[●]30 March 2007 Cash 7,40,0001010.002.93 Allotment[●]0.31 Allotment05 February2009 Cash 78,250 10 100.00[●]Sub-Total 79,08,070 31.36 [●]0.32 Allotment8 November2006 Other than Cash 80,000 10 10.00[●]1.91 Allotment30 March 2007 Other than Cash 4,81,840 10 10.00[●]5.80 Allotment30 March 2007 Cash 14,63,720 10 10.00[●]1.8825 August 2008 Cash 4,74,290 10 10.00Transfer [●]5 February 2009 Cash 3,75,00010100.001.49Allotment [●]Sub-Total 28,74,850 11.40 [●]7.73 Allotment8 November2006 Other than Cash 19,50,000 10 10.00[●]M/s Tushita0.09 AllotmentBuilders Private 30 March 2007 Other than Cash 22,830 10 10.00[●]Limited13.2130 March 2007 Cash 33,30,000 10 10.00Allotment [●]Sub-Total 53,02,830 21.03[●]Total1,83,48,83072.77[●]*The Equity Shares are fully paid as on the date of their allotmentTwo of our promoters, Tushita Builders Private Limited (“TBPL”) and Smriti Food Park Private Limited(“SFPPL”) have pledged 25,21,385 equity shares having face value of Rs 10 each (“TBPL Pledge Shares”)constituting 10% of the equity share capital of the Company and 50,42,770 equity shares having face value ofRs 10 each (“SFPPL Pledge Shares”) constituting 20% of the equity share capital of the Company, in favour ofIDBI Bank Limited (“IDBI”), in lieu of their sanctioned credit facilities worth Rs. 43,500 Lacs in favour of JainInfraprojects Limited vide agreements for pledge of shares dated 21 June 2010 (“TBPL Pledge Agreement”and “SFPPL Pledge Agreement”).Post-Issuepaid-upcapital (%)(b)Details of Promoters contribution locked in for three yearsAn aggregate of 20% of the post-Issue capital held by our Promoters shall be considered as promoters‟contribution (“Promoters‟ Contribution”) and locked-in for a period of three years from the date of Allotment.30

The lock-in of the Promoters‟ Contribution would be created as per applicable law and procedure and details ofthe same shall also be provided to the Stock Exchanges before listing of the Equity Shares.Our Promoters have, pursuant to their undertakings dated 29 June 2010, granted consent to include such numberof Equity Shares held by them as may constitute 20% of the post-Issue equity share capital of our Company asPromoters‟ Contribution and have agreed not to sell or transfer or pledge or otherwise dispose off in anymanner, the Promoters‟ Contribution from the date of filing of this Draft Red Herring Prospectus until thecommencement of the lock-in period specified above.The Promoters‟ Contribution has been brought in to the extent of not less than the specified minimum lot andfrom the persons defined as Promoters under the SEBI Regulations.Details of Promoters‟ Contribution are as provided below:Sr. No. Date of Allotment/Transfer Nature ofconsiderationNo. ofEquityShareslocked in*FaceValueIssue/AcquisitionPrice (Rs.)Percentage ofPre-IssuePaid-upCapitalPercentage ofPost-Issue PaidupCapital1. [●] [●] [●] [●] [●] [●] [●] [●]2. [●] [●] [●] [●] [●] [●] [●] [●]3. [●] [●] [●] [●] [●] [●] [●] [●]Total*All the Equity Shares held by our Promoters as on the date of filing of this Draft Red Herring Prospectus are eligible forcomputation of Promoters‟ Contribution except for 50,42,770 Equity Shares pledged by Smriti Food Park Private Limitedand 25,21,385 Equity Shares pledged by Tushita Builders Private Limited with IDBI Bank Limited.The Promoters‟ Contribution has been brought in to the extent of not less than the specified minimum lot andfrom persons who are classified as defined as „promoters‟ of our Company as per the SEBI Regulations.All Equity Shares, which are to be locked-in, are eligible for computation of Promoters‟ Contribution, inaccordance with the SEBI Regulations. The Equity Shares proposed to be included as part of the Promoters‟Contribution:(a) have not been subject to pledge or any other form of encumbrance; or(b) have not been issued out of revaluation reserves or capitalization of intangible assets and have not beenissued against shares, which are otherwise ineligible for Promoters‟ Contribution; or(c) have not been acquired for consideration other than cash and revaluation of assets; or(d) have not been acquired by the Promoters during the period of one year immediately preceding the date offiling of this Draft Red Herring Prospectus at a price lower than the Issue Price.The Promoters‟ Contribution can be pledged only with a scheduled commercial bank or public financialinstitution as collateral security for loans granted by such banks or financial institutions, in the event the pledgeof the Equity Shares is one of the terms of the sanction of the loan. The Promoters‟ Contribution may be pledgedonly if in addition to the above stated, the loan has been granted by such banks or financial institutions for thepurpose of financing one or more of the objects of this Issue. For further details regarding the objects, see“Objects of the Issue” on page 37 of the Draft Red Herring Prospectus.The Equity Shares held by our Promoters may be transferred to and among the Promoter Group or to newpromoters or persons in control of our Company, subject to continuation of the lock-in in the hands of thetransferees for the remaining period and compliance with the Takeover Code, as applicable.(c)Details of share capital locked in for one yearIn addition to 20% of the post-Issue shareholding of our Company held by the Promoters and locked in for threeyears as specified above, the entire pre-Issue share capital of our Company (including the Equity Shares held byour Promoters) shall be locked in for a period of one year from the date of Allotment.(d)Lock in of Equity Shares Allotted to Anchor InvestorsEquity Shares, if Allotted to Anchor Investors, in the Anchor Investor Portion, shall be locked in for a period of30 days from the date of Allotment of Equity Shares in the Issue.3. Shareholding pattern of the Company31

The table below presents the Equity Shareholding pattern of the company before the proposed Issue and asadjusted for the Issue.Shareholders Pre-Issue Post-Issue #No. of Equity Shares Percentage No. of Equity Shares PercentagePromoters (A)Mannoj Kumar Jain 20,01,420 7.94 20,01,420 [●]Rekha Mannoj Jain 2,61,660 1.04 2,61,660 [●]Smriti Food Park Private Limited 79,08,070 31.36 79,08,070 [●]Prakash Endeavours Private[●]Limited 28,74,850 11.40 28,74,850Tushita Builders Private Limited 53,02,830 21.03 53,02,830 [●]Total (A) 1,83,48,830 72.77 1,83,48,830 [●]Promoter Group (B)Darshan Lal Jain 50,660 0.20 50,660 [●]Janki Devi Jain 27,830 0.11 27,830 [●]Jain Coke & Power Private Limited 10,26,000 4.07 1,026,000 [●]Prakash Vanijya Private Limited 12,44,030 4.93 1,244,030 [●]Prakash Petrochemicals Private9,50,000 [●]Limited 9,50,000 3.77Total (B) 32,98,520 13.08 32,98,520 [●]Total (A + B) 2,16,47,350 85.85 2,16,47,350 [●]Non-Promoter Group (C)Quantum Nirman Private Limited 6,60,000 2.62 6,60,000 [●]Sonata Construction Private5,77,5005,77,500 [●]Limited2.29Macro Tower Private Limited 5,50,000 2.18 5,50,000 [●]Vanilla Realty Private Limited 7,74,000 3.07 7,74,000 [●]Legacy Tower Private Limited 10,05,000 3.99 10,05,000 [●]Total (C) 35,66,500 14.15 35,66,500 [●]Employees [] [] [] []Total Pre-Issue Share Capital2,52,13,850 100.00 2,52,13,850(A+B+C)[●]Public (Pursuant to the Issue) (D) - - [●] [●]Total Post-Issue Share Capital2,52,13,850 100.00 [] 100.00(A+B+C+D)#Assuming that the existing non-Promoter Group shareholders do not apply for and are not Allotted Equity Shares in thisIssue and the employees, who hold options under the JainInfra ESOP 2009, shall continue to hold the same number ofEquity Shares after the Issue.4. Equity Shares held by top ten shareholders(a)On the date of filing this Draft Red Herring Prospectus with SEBI:Sr. No. Name of Shareholder No. ofEquityShares% to Paid upCapital1. Smriti Food Park Private Limited 79,08,070 31.362. Tushita Builders Private Limited 53,02,830 21.033. Prakash Endeavours Private Limited 28,74,850 11.404. Mannoj Kumar Jain 20,01,420 7.945. Prakash Vanijya Private Limited 12,44,030 4.936. Jain Coke & Power Private Limited 10,26,000 4.077. Legacy Tower Private Limited 10,05,000 3.998. Prakash Petrochemicals Private Limited 9,50,000 3.779. Vanilla Realty Private Limited 7,74,000 3.0710. Quantum Nirman Private Limited 6,60,000 2.6232

Total 2,37,46,200 94.18(b)10 days prior to, the date of filing this Draft Red Herring Prospectus with SEBI:Sr. No. Name of Shareholders No. ofEquityShares% to Paid upCapital1. Smriti Food Park Private Limited 79,08,070 31.362. Tushita Builders Private Limited 53,02,830 21.033. Prakash Endeavours Private Limited 28,74,850 11.404. Mannoj Kumar Jain 20,01,420 7.945. Prakash Vanijya Private Limited 12,44,030 4.936. Jain Coke & Power Private Limited 10,26,000 4.077. Legacy Tower Private Limited 10,05,000 3.998. Prakash Petrochemicals Private Limited 9,50,000 3.779. Vanilla Realty Private Limited 7,74,000 3.0710. Quantum Nirman Private Limited 6,60,000 2.62Total 2,37,46,200 94.18(c)Two years prior to the date of filing this Draft Red Herring Prospectus with SEBI:Sr. No. Name of Shareholders No. of EquityShares% to Paid upCapital1. Smriti Food Park Private Limited 78,29,820 42.732. Tushita Builders Private Limited 53,02,830 28.943. Prakash Endeavours Private Limited. 20,25,560 11.054. Mannoj Kumar Jain 14,51,420 7.925. Mrigiya Electronic Industries Private Limited 9,74,290 5.326. Prakash Petrochemical Private Limited 3,00,000 1.647. Jain Coke & Power Private Limited 3,00,000 1.648. Rekha Mannoj Jain 55,660 0.309. Darshal Lal Jain 50,660 0.2810. Janki Devi Jain 27,830 0.15Total 1,83,18,070 99.965. Jain Infra Employee Stock Option Plan (“JainInfra ESOP 2009”)The Employee Stock Option Plan was approved by our shareholders on 30 November 2009 and ourBoard of Directors on 1 January 2010. The objective of the scheme is to reward the employees for theirpast association and performance as well as to motivate them to contribute to the growth and theprofitability of the Company. The grant of options will be based on the merit of the employee, length ofservice, performance record, future potential contribution by the employee and such other criteria. Theshareholders and the Board of Directors of the Company have approved an issue of 12,60,700 options,constituting 5% of the outstanding equity capital of the Company, available for being granted toeligible employees of the Company under one or more employee stock option schemes. Each option(after it is vested) will be exercisable for one equity share of Rs. 10 each fully paid-up. There was nostock option plan for the employees of the Company prior to implementation of JainInfra ESOP 2009.There are eight grants made under JainInfra ESOP 2009. The total number of options granted by theboard is 7,89,350 of options convertible into equity in the ratio of 1:1. Under the terms of the JainInfraESOP 2009 the scheme options vest within 5 years from the date of grant. The exercise period of alloptions granted is ten years from the date of vesting of options. The grantee of the option may exercisethe options immediately on vesting or at anytime prior to the expiry of ten years from the date ofvesting. The equity shares arising pursuant to the exercise of options would be locked-in as per theterms of the scheme. The options granted under JainInfra ESOP 2009 would vest annually starting 31May 2010 over the next 5 years.1. Options granted 7,89,3502. Exercise Price Rs. 503. Options Vested 2,40,6274. Options Exercised 033

5. Total no. of shares arising as result of exercise of Options 06. Options lapsed * 07. Variation in terms of Options None8. Money realized by exercise of Options 0.009. Total number of options in force 789,350*Lapsed options include options forfeited and options cancelled /lapsed10. Employee wise details of options granted to:(a)Senior Managerial PersonnelName of Key Managerial Personnel No of Options grantedunder JainInfra ESOP2009a. Mr. Ashok Kumar Chadha 6,30,350b. Mr. Raj Kumar Chandak 15,000c. Mr. Tarun Kumar Jain 15,000d. Mr. Chandan Kanti Chowdhuri 5,000e. Mr. Manoj Kumar Sethia 15,000f. Mr. Sumit Kumar Surana 10,000g. Mr. Niloy Bhattacharya 5,000h. Mr. Rana Ghosh 3,000(b)Any other employee who receives a grant in any one year of option amounting to 5% or more ofoption granted during that year:Name of the EmployeeNo of Options grantedunder JainInfra ESOP2009Mr. Ashok Kumar Chadha 630,350(c)Employees who were granted option, during any one year, equal to or exceeding 1% of theissued capital (excluding warrants and conversions) of the company at the time of grant:Name of the EmployeeNo of Options grantedunder JainInfra ESOP2009Mr. Ashok Kumar Chadha 630,350As the grant of options is made post reporting date of the financials appearing in the offer document i.e.31 December 2009, the disclosures regarding the fair value of options as per Black Scholes Optionpricing Model are not applicable. However, the detailed disclosures will be made in the “Director‟sreport disclosures” in the forthcoming annual report. The Key Managerial Personnel and the employeeshave confirmed that there would not be any sale of equity shares arising pursuant to the exercise of theoptions granted within three months after the date of listing of the shares.6. The Company, the Promoters, the Directors and the BRLMs have not entered into any buy-backarrangements for the purchase of Equity Shares of the Company from any person.7. Other than as stated above, none of our Directors or key managerial personnel holds any Equity Sharesin our Company. Other than as stated above, none of the BRLMs or their associates holds any EquityShares in our Company.8. None of our Promoters, Directors, members of our Promoter Group has purchased or sold any EquityShares within the six months preceding the date of filing of this Draft Red Herring Prospectus withSEBI.9. Except as disclosed in this section, we have not issued any Equity Shares for consideration other thancash.34

10. As on date of this Draft Red Herring Prospectus, except as disclosed in this chapter, there are nooutstanding warrants, options or rights which would entitle the existing promoters or shareholders orany other person any option to acquire our Equity Shares after the Issue.11. A Bidder cannot make a Bid for more than the number of Equity Shares offered in this Issue andBidders are subject to the maximum limit of investment prescribed under the relevant laws applicableto each category of Bidders.12. An over-subscription to the extent of 10% of the offer to public can be retained for purposes ofrounding off to the nearest multiple of minimum allotment lot.13. The Company has not raised any bridge loans against the Issue Proceeds.14. In the case of over-subscription in all categories, not more than 50% of the Issue shall be available forallocation on a proportionate basis to QIBs, of which 5% shall be reserved for Mutual Funds only.Mutual Funds participating in the Mutual Fund Portion of the QIB Portion will also be eligible forallocation in the remaining QIB Portion. Upto 30% of the QIB Portion shall be available for allocationto Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocation todomestic Mutual Funds. Under subscription, if any, in the Mutual Funds portion will be met by aspillover from the QIB Portion and be allotted proportionately to the QIB Bidders. Further, not lessthan 15% of Issue shall be available for allocation on a proportionate basis to Non Institutional Biddersand not less than 35% of Issue shall be available for allocation on a proportionate basis to RetailIndividual Bidders, subject to valid Bids being received at or above the Issue Price. For further details,see “Issue Structure” on page 283 of this Draft Red Herring Prospectus.15. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in QIBs,Non Institutional and Retail Individual categories would be allowed to be met with spillover inter-sefrom other categories, at the sole discretion of our Company in consultation with the BRLMs andsubject to applicable provisions of SEBI Regulations.16. We presently do not intend to issue further capital whether by way of issue of bonus shares, preferentialallotment and rights issue or in any other manner during the period commencing from submission ofthis Draft Red Herring Prospectus with SEBI until the Equity Shares to be issued pursuant to the Issuehave been listed.17. We presently do not intend to or propose to alter the capital structure by way of split or consolidationof the denomination of our Equity Shares or issue Equity Shares on a preferential basis or issue ofbonus or rights or further public issue of Equity Shares or qualified institutions placement, within aperiod of six months from the date of opening of the Issue. However, if business needs of the Companyso require, the company may alter the capital structure by way of split or consolidation of thedenomination of the shares/issue of shares on a preferential basis or issue of bonus or rights or publicissue of shares or any other securities whether in India or abroad during the period of six months fromthe date of listing of the Equity Shares issued under this Draft Red Herring Prospectus or from the datethe application moneys are refunded on account of failure.18. The Company has not revalued the assets since its inception.19. The Equity Shares are fully paid-up and there are no partly paid-up equity shares as on the date offiling of this Draft Red Herring Prospectus.20. There shall be only one denomination of Equity Shares, unless otherwise permitted by law. We shallcomply with such disclosure and accounting norms as may be specified by SEBI from time to time.21. The Company has not come out with any public issue since its incorporation.22. As of the date of filing of this Draft Red Herring Prospectus, the total numbers of holders of EquityShares are 15.23. Our Company, Directors, Promoters or Promoter Group shall not make any payments direct or indirect,discounts, commissions, allowances or otherwise under this Issue except as disclosed in this Draft RedHerring Prospectus.35

24. Except as disclosed in this section, the Company has not granted ESOPs to its employees.25. Two of our Promoters, namely Tushita Builders Private Limited and Smriti Food Park Private Limited,have pledged 25,21,385 Equity Shares and 50,42,770 Equity Shares respectively with IDBI BankLimited.26. The Promoter Group, Directors, Promoters and their relatives have not financed the purchase by anyother person of securities of the Company other than in the normal course of business of the financingentity during the period of six months immediately preceding the date of filing of this Draft RedHerring Prospectus with SEBI.36

OBJECTS OF THE ISSUEWe intend to utilise the proceeds of the Issue after deducting the issue related expenses (the “Net Proceeds”) forthe following objects :• Investment in capital equipment;• Part funding the working capital requirements; and• General Corporate Purposes.(Collectively referred to herein as the “objects”)In addition, our company expects to receive the benefits of listing the Equity Shares on the Stock Exchanges.The main object clause of our Memorandum of Association enable us to undertake our existing activities and theactivities for which the funds are being raised by us through this Issue. Further, we confirm that the activities wehave been carrying out until now are in accordance with the object clause of our Memorandum of Association.Net Proceeds of the IssueThe details of net proceeds of the Issue are summarized below –ParticularsEstimated Amount(Rs. In Lacs)Gross Proceeds to be raised through this Issue 30,000.00Less : Issue related expenses*[•]Net Proceeds of the Issue after deducting the issue related Expenses (“Net Proceeds”)* [•]*Will be incorporated after finalization of issue priceRequirement of FundsThe total fund requirement and utilization of Net Proceeds will be as per the table set forth below:S.No. ParticularsAmount(Rs. In Lacs)1 Investment in Capital Equipment 12381.442 Working Capital Requirement 13000.003 General Corporate Purpose* [●]Total*[●]*Will be incorporated after finalization of issue priceMeans of Finance:The above mentioned fund requirement is proposed to be funded as under –ParticularsNet Proceeds to be raised through this Issue*Total **Will be incorporated after finalization of issue priceAmount(Rs. In Lacs)[●][●]37

Statement of utilization of Funds:The utilization of funds is proposed as per the table set forth below:(Rs. In lacs)S.No.123ParticularsInvestment in CapitalEquipmentWorking CapitalRequirement*General CorporatePurpose***Total*As on December 31 st , 2009, the total working capital gap was Rs. 47865 lacs, which was financed throughinternal accruals of Rs. 18289 lacs and working capital loans amounting to Rs. 29576 lacs**Estimated working capital gap for the FY 2011.***Will be incorporated after finalization of issue priceOur fund requirement and deployment of the Net Proceeds of the issue is based on internal managementappraisal and estimates. These are based on current conditions and are subject to change in light of changes inexternal circumstances or costs, or in other financial conditions, business or strategy.In case of variations in actual utilization of funds earmarked for the purpose set forth above, increased fundrequirements for a particular purpose may be financed by surplus funds, if any, available in respect of the otherpurposes for which funds are being raised in this issue. If surplus funds are unavailable, the required financingwill be through our internal accruals through cash flows from our operations, advances received from customersand/or debt, as required.We operate in a competitive and dynamic sector. We may have to revise our estimates from time to time onaccount of modifications in plans for existing projects, future projects and the initiatives which we may pursue.Our funding requirements for the Objects and the deployment schedule of the Net Proceeds are based on currentconditions and are subject to change in light of external circumstances such as geological assessments, exchangeor interest rate fluctuations, changes in design of the projects, increase in costs of steel and cement, otherconstruction materials and labor costs, other pre-operative expenses and other external factors which may not bein our control. This may also include rescheduling or revising the proposed utilization of Net Proceeds at thediscretion of the management of our Company. In the event of a shortfall in raising the requisite capital from theproceeds of the Issue towards meeting the objects of the Issue, the extent of the shortfall will be met by way ofsuch means available to our Company, including through incremental debt, or further issue of capital.The entire requirements of the objects detailed above are intended to be funded from the Net Proceeds of theOffer and existing identifiable internal accruals. Accordingly, we confirm that there is no requirement for us tomake firm arrangements of finance through verifiable means towards at least 75% of the stated means offinance, excluding the amount to be raised through the proposed issue and existing identifiable internal accruals.Details of the ObjectsTotalEstimatedcost1. Investment in Capital EquipmentInternalAccrualsTo befunded throughDebtNetProceedsof theissueProposedSchedule ofDeployment ofNet ProceedsFY 2010 – 1112381.44 Nil Nil 12381.44 12381.4474222.00** 17972.00 43250.0013000.0013000.00[●] Nil Nil [●] [●][●]38

We are in the business of Infrastructure development and are required to make investments in capitalequipment on a recurring basis duce to the nature of the industry. We propose to use Rs. 12381.44 lacs fromthe net proceeds for the purchase of capital equipment to meet the requirements of our ongoing projectsbased on our order book and future requirements as estimated by the management.The total investment in Capital Equipment is expected to be as under –(Rs. In lacs)ParticularsAmountEquipment to be imported 999.59Equipment to be procured from domestic suppliers 11381.85Total 12381.44The following table sets forth the list of equipment for which we have received quotations and arecurrently under consideration for placement of order:A. Equipment to be importedImported Machines required for Bituminous / Concrete Road Work –Sl.NoA12B1Name ofEquipmentWirtgen ColdMachine ModelW100HAMM ModelGRW 15 –RubberWheeled RollerBasicCost perunitConversion Rate(Rs.) *BasicCost perunit (InRs. Lacs)OtherCostsper unit(Rs. InLacs) ***[Source: Exchange rates as on May 31 st , 2010 as quoted on www.rbi.gov.in ]** Other cost includes Customs duty, inland freight charges and other incidental costsB. Equipment to be procured from domestic suppliersTotalCostper unit(Rs.Lacs)Quantity(Nos.)TotalCost(Rs. InLacs)MACHINERY REQUIREMENT FOR BITUMINOUS / CONCRETE ROAD WORKEuro214854Euro12985057.17 122.83 35.35 158.18 2 316.3657.17 74.24 21.37 95.61 5 478.05Sub Total (A) 794.41MACHINERY REQUIREMENT FOR BUILDING WORKHONGDA QTZ63 TowerCraneUS $17150046.45 79.66 22.93 102.59 2 205.18Sub Total (B) 205.18Grand Total(A+B)999.59SupplierNameWirtgen IndiaWirtgen IndiaMANSAMConstruction&MiningDateofQuotation01/05/201001/05/201005/05/2010Sl. No.AName ofEquipmentBasicCost perunit(Rs. inLacs)OtherCosts perunit*Total Costper unit(Rs. Lacs)TotalQuantity(Nos.)MACHINERY REQUIREMENT FOR BITUMINOUS / CONCRETE ROAD WORKTotal Cost (Rs. InLacs)SupplierNameDate ofQuotation1ApolloModel AP1000HydrostaticPaverFinisher94.65 27.81 122.46 3 367.38GujaratApolloIndustriesLtd6/5/201039

Sl. No.Name ofEquipmentBasicCost perunit(Rs. inLacs)OtherCosts perunit*Total Costper unit(Rs. Lacs)TotalQuantity(Nos.)Total Cost (Rs. InLacs)SupplierNameDate ofQuotation2MechanicalPaverFinisherModel WM6 HES15.25 4.48 19.73 8 157.84ApolloConstructionEquipmentPvt. Ltd6/5/20103 (a)ApolloBitumenPressureDistributor7.75 2.28 10.03 8 80.24GujaratApolloIndustriesLtd6/5/20103 (b)Tata CowlChassisLPT1613/42697Tata MotorsLimited14.13 1.92 16.05 8 128.4 5/5/20104HydraulicExcavatorModelEc210BPrime47.5 2.89 50.39 12 604.68UDHydraulicsPvt. Ltd.15/01/20105VibratoryAsphaltCompactorModel DD9023 3.91 26.91 8 215.28UDHydraulicsPvt. Ltd.15/01/20106VibratorySoilCompactor20.8 5.53 26.33 8 210.64SuchitaMilleniumProjects Pvt.Ltd5/5/20107ApolloModelATP60-TSStationeryConcreteBatchingPlant66 19.39 85.39 2 170.78ApolloInfratechPvt. Ltd5/5/20108125 KVAWaterCooled D.GSet5.88 1.56 7.44 8 59.52WesternConsolidatedPrivateLimited5/5/20109BEMLBD355XBull Dozer75 19.93 94.93 8 759.44 Shree Impex 6/5/201010JCB 430 ZArticulateLoader23.65 6.28 29.93 12 359.16Saini EarthMovers6/5/201040

Sl. No.1112Name ofEquipmentApolloModel DM60StationeryDrum MixerTypeAsphaltPlantApolloModel ANP2000 –AsphaltBatch MixPlantBasicCost perunit(Rs. inLacs)OtherCosts perunit*Total Costper unit(Rs. Lacs)TotalQuantity(Nos.)Total Cost (Rs. InLacs)48 18.89 66.89 8 535.12224.25 70.2 294.45 2 588.9SupplierNameGujaratApolloIndustriesLimitedGujaratApolloIndustriesLimitedDate ofQuotation6/5/20106/5/201013ACE MakeHydraulicMobileCrane8.8 1.5 10.3 4 41.2ActionConstructionEquipmentLtd6/5/201014MotorGrader G93086 3.47 89.47 16 1431.52UDHydraulicsPvt. Ltd.6/2/201014MiniDumper5.1 1.36 6.46 4 25.84UniversalConstructionMachinery &EquipmentLtd6/5/201015 (a)UNI + 6000TransitMixer7.85 2.09 9.94 12 119.28UniversalConstructionMachinery &EquipmentLtd6/5/2010Tata MotorsLimited15 (b)TataChassis SK1616/4269712 1.77 13.77 12 165.24 5/5/201016TATA LPK2518 TC-HD-14 CumTipper BS II21.8 3.22 25.02 30 750.6Tata MotorsLimited5/5/201017TATA LKP1613 TC-HD-10 CumTipper BS II14.66 2.16 16.82 15 252.3Tata MotorsLimited5/5/201041

Sl. No.Name ofEquipmentBasicCost perunit(Rs. inLacs)OtherCosts perunit*Total Costper unit(Rs. Lacs)TotalQuantity(Nos.)Total Cost (Rs. InLacs)SupplierNameDate ofQuotation18SkidMountedCrushingPlantMachinery365 62.07 427.07 2 854.14PuzzolanaMachineryFabricators18/01/2010Sub Total(A)7877.5BMACHINERY REQUIREMENT FOR IRRIGATION WORK1JCB 3DXExcavatorLoader16.55 2.81 19.36 4 77.44Saini EarthMovers6/5/20102ApolloModelATP60-TSStationeryConcreteBatchingPlant66 19.39 85.39 1 85.39ApolloInfratechPvt. Ltd5/5/20103125 KVAWaterCooled D.GSet5.88 1.56 7.44 4 29.76WesternConsolidatedPrivateLimited5/5/20104VibratorySoilCompactorModel SD11019.7 3.35 23.05 7 161.35UDHydraulicsPvt. Ltd5/1/20105HydraulicExcavatorModelEc210BPrime47.5 2.89 50.39 8 403.12UDHydraulicsPvt. Ltd.15/01/20106MiniDumper5.1 1.36 6.46 4 25.84UniversalConstructionMachinery &EquipmentLtd6/5/20107TATA LKP1613 TC-HD-10 CumTipper BS II14.66 2.16 16.82 16 269.12Tata MotorsLimited5/5/2010Sub Total(B)1052.02CMACHINERY REQUIREMENT FOR BUILDING WORK42

Sl. No.Name ofEquipmentBasicCost perunit(Rs. inLacs)OtherCosts perunit*Total Costper unit(Rs. Lacs)TotalQuantity(Nos.)Total Cost (Rs. InLacs)SupplierNameDate ofQuotation1JCB 3DXExcavatorLoader16.55 2.81 19.36 12 232.32Saini EarthMovers6/5/20102ApolloModelATP60-TSStationeryConcreteBatchingPlant66 19.39 85.39 2 170.78ApolloInfratechPvt. Ltd5/5/20103ApolloModel ATP30StationeryConcreteBatchingPlant31.5 9.26 40.76 4 163.04ApolloInfratechPrivateLimited6/5/20104ApolloModel ANP2000 –AsphaltBatch MixPlant224.25 70.2 294.45 1 294.45GujaratApolloIndustriesLimited6/5/20105125 KVAWaterCooled D.GSet5.88 1.56 7.44 8 59.52WesternConsolidatedPrivateLimited5/5/20106VibratorySoilCompactorModel SD11019.7 3.35 23.05 4 92.2UDHydraulicsPvt. Ltd15/01/20107HydraulicExcavatorModelEc210BPrime47.5 2.89 50.39 8 403.12UDHydraulicsPvt. Ltd.15/01/20108ACE MakeHydraulicMobileCrane8.8 1.5 10.3 8 82.4ActionConstructionEquipmentLtd6/5/20109 (a)UNI + 6000TransitMixer7.85 2.09 9.94 16 159.04UniversalConstructionMachinery &EquipmentLtd6/5/2010Tata MotorsLimited43

Sl. No.9 (b)10Name ofEquipmentTataChassis SK1616/42697ConcretePumpBasicCost perunit(Rs. inLacs)OtherCosts perunit*Total Costper unit(Rs. Lacs)TotalQuantity(Nos.)Total Cost (Rs. InLacs)SupplierNameDate ofQuotation12 1.77 13.77 16 220.32 5/5/201031 5.27 36.27 4 145.08SchwingStetter(India) PvtLtd8/5/2010Sub-Total©2022.27DMACHINERY REQUIREMENT FOR DRAINAGE / SEWAGE WORK1JCB 3DXExcavatorLoader16.55 2.81 19.36 3 58.08Saini EarthMovers6/5/20102BobcatSkid SteerLoaderModelS13013.85 2.04 15.89 4 63.56SuchitaMilleniumProjects PvtLtd5/5/20103125 KVAWaterCooled D.GSet5.88 1.56 7.44 2 14.88WesternConsolidatedPrivateLimited5/5/20104VibratorySoilCompactorModel SD11019.7 3.35 23.05 4 92.2UDHydraulicsPvt. Ltd15/01/20105HydraulicExcavatorModelEc210BPrime47.5 2.89 50.39 2 100.78UDHydraulicsPvt. Ltd.15/01/20106ACE MakeHydraulicMobileCrane8.8 1.5 10.3 6 61.8ActionConstructionEquipmentLtd6/5/20107MiniDumper5.1 1.36 6.46 6 38.76UniversalConstructionMachinery &EquipmentLtd6/5/2010Sub-Total(D)430.06GRANDTOTAL(A+B+C+D)11381.85*inclusive of Excise Duty, CST / VAT, transportation charges and other incidental costs44

None of the machinery described above, is used or second hand and we do not propose to purchase anyused / second hand machinery.The Promoters, Directors, Key Managerial Personnel and the Group Companies do not have any interest inthe proposed acquisition of the equipment and machineries or in the entity from which we have obtained thequotations.The prices for the equipment proposed to be purchased as set out above are as per the quotations receivedfrom the respective suppliers. We will obtain fresh quotations at the time of actual placement of the orderfor the respective equipment. As on date we have not placed order for any of the equipment. The actual costwould thus depend on the prices finally settled with the suppliers and to that extent may vary from theabove estimates.2. Part Funding of the working capital requirementOur business is working capital intensive and we have availed working capital facilities from various banks.As on December 31st, 2009, our company‟s working capital facility consisted of an aggregate fund basedlimit of Rs. 22000 lacs and an aggregate non-fund based limit of Rs. 50000 lacs. As on December 31st,2009, the aggregate amount outstanding under the fund based and non fund based working capital facilitieswas Rs. 19472.87 lacs and 15124.68 lacs respectively. We expect a substantial increase in our workingcapital requirement in view of our proposed projects and oustanding order book. For details of our Orderbook, please see the chapter titled “Our Business”, beginning on page 72 of this DRHP. We have estimatedan amount of Rs. 13000 lacs to be utilized from issue proceeds to meet the long term working capitalrequirements.Basis of estimation of working capital requirementThe details of our Company‟s working capital requirement and funding as at March 31st, 2009, December31st, 2009 and estimated as at March 31st, 2011 are as follows –(Rs. In Lacs)ParticularsAs at March 31 st ,2009As at December 31 st ,2009Estimated as atMarch 31 st , 2011I. Current Assets1. Inventories- Work in Progress 20931 29272 513002. Loans and Advances 7487 12869 138643. Sundry Debtors 8504 24664 263064. Cash and Bank Balance(excluding margin money)*1081 635 9507Total Currents assets (A) 38003 67440 100977II. Current Liabilities1. Sundry Creditors 9875 16428 227992. Other Liabilities includingprovisions1852 3147 3956Total Currents liabilities (B) 11727 19575 26755Working Capital Gap (A-B) 26276 47865 74222Funding PatternWorking Capital loans from banks 15470 29576** 43250***Internal Accruals 10806 18289 17972Initial Public Offer - - 13000*The cash and bank balance as on March 31st 2009 and December 31st 2009 including margin money wasRs. 2057 lacs and 3305 lacs respectively.** Includes a term loan (for augmenting long term resources for improving NWC) from Central Bank ofIndia for the working capital purposes.45

***As on date our company has sanctions for fund based working capital limits to the tune of Rs. 24500lacs from various banks and has utilized a term loan (for augmenting long term resources for improvingNWC) aggregating Rs. 10000 lacs from Central Bank of India for the working capital purposes. Ourcompany proposes to tie up the balance working capital requirement of Rs.8750 lacs from various lenders.We have estimated the future working capital requirements based on the following assumptions:ParticularsBasisActual Holding Levelas at March 31 st , 2009(No. of Days)EstimatedHolding levels asat March 31 st ,2011(No. of Days)Inventory : Work in Progress No. of days of Cost of production 181 159Sundry Debtors No. of days of total Sales 62 68Sundry CreditorsOther Liabilities includingprovisionsJustification for the holding period levels:No. of days of total Purchase ofMaterials87 76No. of days to sales 13 10Work in ProgressSundry DebtorsCurrent AssetsOur company follows percentage completion method for sales. Work in progress isassumed to go down to 159 days levels in FY 2011 as compared to 181 for the FY 2009levels. This will be on account of lower billing cycle of the varied type of infrastructurecontracts being executed by us in FY 2011.Sundry debtors on account of sales are assumed to marginally increase to 68 days in FY2011 as compared to FY 2009 levels.Sundry CreditorsOther LiabilitiesCurrent LiabilitiesThe liquidity position of our company will enable us to keep the creditors level at 76 daysin FY 2011, as compared to 87 days in the FY 2009The liquidity position of our company will enable us to bring down the level of otherliabilities and provisions to 10 days in FY 2011 as compared to 13 days in FY 2009.The detail of working capital requirement and funding of the same as at December 31, 2009 is as below –The details of our sanctioned working capital limits and the amount outstanding as on December 31 st , 2009 areas follows –(Rs. In Lacs)SanctionedAmount OutstandingSr. No Name of Bank Fund Based Non FundNon FundFund BasedLimit BasedBased1. UCO Bank 2,250.00 5,000.00 2,218.97 -2. Central Bank of India 6,000.00 14,500.00 5,435.02 7,606.743. IDBI Bank* 3,000.00 8,000.00 3,032.69 3,862.384.State Bank of Bikanerand Jaipur1,000.00 1,000.00 897.80 -5. Indian Overseas Bank 2,500.00 7,500.00 663.70 498.786. Punjab National Bank 2,250.00 2,500.00 2,222.40 -7. State Bank of India 5,000.00 11,500.00 5002.29 3,156.78Total 22,000.00 50,000.00 19,472.87 15,124.68*IDBI Bank has vide its letter dated April 20th, 2010 enhanced its fund based working capital limits to Rs. 5500lacs and non fund based limits to Rs. 38,000 lacs.3. General Corporate PurposeThe Net Proceeds will be first utilized towards investment in capital equipment and meeting working capitalrequirements. The balance is proposed to be utilized for general corporate purposes, including strategic46

initiatives and acquisitions, brand building exercises and strengthening of our marketing capabilities, repaymentof debt, joint ventures, investment in our subsidiaries and associate companies, meeting exigencies, which ourcompany in ordinary course of business may face, or any other purpose as approved by our board.4. Issue ExpensesThe total expenses of the issue are estimated to be approximately Rs. [●] lacs. The expenses of this issueinclude, among others, underwriting and management fees, selling commissions, SCSBs commissions / fees,printing and distribution expenses, legal fees, statutory advertisement expenses, registrar and depository feesand listing fees.The estimated issue expenses are as under:ActivityLead Management FeesUnderwriters commission, brokerage and selling commissionAdvertisement and marketing feesPrinting and distribution expensesIPO Grading expensesBankers to the IssueOthers (SEBI filing fees, bidding software expenses, depository charges, listing fees, etc.)Total*Will be incorporated at the time of filing of ProspectusEstimated Expense[●][●][●][●][●][●][●][●]AppraisalThe funds requirement and funding plans are based on internal estimates of our Company and have not beenappraised by any bank/financial institution.Means of FinanceEquity Share CapitalOur Company proposes to raise Rs. 30000 lacs through public issue of Equity Shares, being issued in terms ofthis Draft Red Herring Prospectus to finance the proposed objects.Interim Use of ProceedsThe management, in accordance with the policies set up by the Board, will have flexibility in deploying theproceeds received from the Issue. Pending utilization for the purposes described above, we intends totemporarily invest the funds in high quality interest or dividend bearing liquid instruments including depositswith banks, mutual funds or temporarily deploy funds in investment grade interest bearing securities as may beapproved by Board. Such investments would be in accordance with the investment policies approved by theBoard from time to time. We confirm, that pending utilization of the Net Proceeds, we shall not use the fundsfor any investment in the equity markets.Monitoring of Utilization of FundsOur Board will monitor the utilization of the proceeds of the Issue. We will disclose the utilization of theproceeds of the Issue under a separate head in the balance sheet along with details, for all such proceeds of theIssue that have not been utilized. We will indicate investments, if any, of unutilized proceeds of the Issue in ourBalance Sheet for the relevant Financial Years subsequent to our listing.Pursuant to Clause 49 of the Listing Agreement, our Company shall on a quarterly basis disclose to the AuditCommittee the uses and applications of the proceeds of the Issue. On an annual basis, our Company shallprepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring Prospectusand place it before the Audit Committee. Such disclosure shall be made only until such time that all theproceeds of the Issue have been utilised in full. The statement will be certified by the statutory auditors of ourCompany. Our Company shall be required to inform the Stock Exchanges of any material deviations in theutilisation of Issue proceeds and shall also be required to simultaneously make the material deviations/adversecomments of the Audit committee public through advertisement in newspapers.47

No part of the Net Proceeds will be paid by our Company as consideration to the Promoters, the Directors, ourCompany‟s Key Managerial Personnel or associates and group companies, companies promoted by thePromoters, except in the ordinary course of our business.For risks associated with our proposed utilisation of the Net Proceeds, see “Risk Factors” on page xiiBasic terms of the issueThe Equity shares being offered are subject to the provision of the Companies Act, 1956, the Memorandum andArticles of Association of the Company, the terms of this offer document and other terms and conditions as maybe incorporated in the Allotment advice and other documents /certificates that may be executed in respect of theissue. The Equity shares shall also be subjected to laws as applicable, guidelines, notifications and regulationsrelating to the issue of capital and listing and trading of securities issued from time to time by SEBI,Government of India, RBI, ROC and /or other authorities as in force on the date of issue and to the extentapplicable.48

BASIS FOR ISSUE PRICEThe Price Band will be decided by the Company in consultation with the BRLMs and advertised at least twodays prior to the Bid/Issue Opening Date. The Issue Price will be determined by our Company, in consultationwith the BRLMs, on the basis of the assessment of market demand for the offered Equity Shares by the BookBuilding Process. The face value of our Equity Shares is Rs. 10 each and the Floor Price is [●] times the facevalue and the Cap Price is [●] times the face value.Qualitative FactorsFor details on qualitative factors, refer to sections titled “Business” beginning on page 72 of this Draft RedHerring Prospectus.Quantitative FactorsThe information presented below relating to our Company is based on the restated financial statements of ourCompany for Fiscal 2007, 2008, 2009 and nine months ended December 31 st , 2009 prepared in accordance withIndian GAAP. As of date of this Draft Red Herring Prospectus, the face value of the Equity Shares of ourCompany is Rs. 10 per equity share.1. A) Basic and Diluted Earning Per Share (“EPS”) - StandaloneYear / Period EPS (Rs.) WeightFiscal 2009 17.84 3Fiscal 2008 10.96 2Fiscal 2007 7.38 1WEIGHTED AVERAGE 13.80EPS for the nine month period ended December 31 st , 2009 is Rs. 17.28B) Basic and Diluted Earning Per Share (“EPS”) – ConsolidatedYear / Period EPS (Rs.) WeightFiscal 2009 18.45 3Fiscal 2008 10.96 2Fiscal 2007 7.38 1WEIGHTED AVERAGE 14.10EPS for the nine month period ended December 31 st , 2009 is Rs. 17.292. (a) Price/Earnings (P/E) ratio in relation to Price BandParticularsBased on Basic and Diluted EPS(Standalone ) of Rs. 17.84 per share forFiscal 2009Based on Basic and Diluted EPS(Consolidated ) of Rs. 18.45 per share forFiscal 2009P/E at the lower end ofPrice Band (no. of times)[●][●]P/E at the higher end of PriceBand (no. of times)[●][●](b) P/E ratio for the industry is as follows:Highest563.50Lowest3.6049

Industry Composite25.40Source: Capital Markets, Volume XXV/08 dated June 14-27, 2010 (Industry – Construction)3. (A) Return on Net Worth - StandaloneReturn on Net Worth (“RoNW”) as per restated financial statements:Year / Period RoNW (%) WeightFiscal 2009 26.07 3Fiscal 2008 39.66 2Fiscal 2007 26.33 1WEIGHTED AVERAGE 30.64RoNW for the nine month ended December 31 st , 2009 is 21.85%(B) Return on Net Worth - ConsolidatedReturn on Net Worth (“RoNW”) as per restated financial statements:Year / Period RoNW (%) WeightFiscal 2009 26.72 3Fiscal 2008 39.66 2Fiscal 2007 26.33 1WEIGHTED AVERAGE 30.96RoNW for the nine month ended December 31 st , 2009 is 21.74%4. Minimum Return on Increased Net Worth Required to Maintain Pre-Issue EPS :Minimum Return on post-Issue Net Worth required to maintain pre-Issue EPS is [●]5. Net Asset Value per Equity ShareNAV (Consolidated) as at March 31 st , 2009: Rs. 69.05 per Equity ShareNAV (Standalone) as at March 31 st , 2009: Rs. 68.42 per Equity ShareNAV (Consolidated) as at December 31 st , 2009: Rs. 79.54 per Equity ShareNAV (Standalone) as at December 31 st , 2009: Rs. 79.06 per Equity ShareIssue Price : Rs. [●] per Equity ShareNAV (Consolidated) after the Issue: Rs. [●] per Equity ShareNAV (Standalone) after the Issue: Rs. [●] per Equity Share6. Comparison with Peer Group ComparisonsWe are engaged in the business of infrastructure development. We have drawn comparison with the listedcompany mentioned hereunder based on the sector our company operates in.CompanyFaceValue pershareEPSP/ERONW(%)BookValuePershareJain Infraprojects Limited (on 10 17.84* [●] 26.07 68.42Standalone basis)*Jain Infraprojects Limited (on 10 18.45 [●] 26.72 69.05consolidated basis)*ARSS Infrastructure Limited 10 60.40 17.40 37 227.70Madhucon Projects Limited 1 5.90 22.50 9.10 78.1050

BookFaceCompanyRONW ValueValue per EPS P/E(%) PershareshareJMC Projects Limited 10 18.20 11.80 21.30 115.20IVRCL Infrastructures & 2 5.50 31.3 13.30 69.30Projects LimitedEra Infra Engineering Limited 2 13.5 15.4 25.8 82.4*As at year ended 31 March 2009Source: Capital Markets, Volume XXV/08 dated June 14-27, 2010 (Industry – Construction)7. The Issue price will be [●] times of the face value of the Equity SharesThe Issue Price of Rs. [●] per Equity Share has been determined by us, in consultation with the BRLMs, onthe basis of assessment of market demand from the investors for the Equity Shares through the Bookbuilding process. The BRLMs believe that the Issue Price of Rs. [●] is justified in view of the abovequalitative and quantitative parameters. Prospective investors should also review the entire DRHPincluding, in particular the sections titled “Risk Factors”, “Our Business” and “Financial Statements”beginning on page xii, 72 and 149 respectively of this DRHP to have more informed view.51

STATEMENT OF TAX BENEFITSTo,The Board of Directors,Jain Infraprojects LtdKolkata-700 017Dear Sir,Sub: Statement of Possible Tax Benefits Available to the Company and its ShareholdersWe hereby report that the enclosed statement, prepared by the Company, states the possible tax benefitsavailable to JAIN INFRAPROJECTS LIMITED („the Company‟) and its shareholders under the current taxlaws presently in force in India. Several of these benefits are dependent on the Company or its shareholdersfulfilling the conditions prescribed under the relevant provisions of the relevant tax laws. Hence, the ability ofthe Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, whichare based on the business imperatives, the Company may or may not choose to fulfill.The benefits discussed in the enclosed statement are not exhaustive and the preparation of the contents stated isthe responsibility of the Company‟s management. We are informed that this statement is only intended toprovide general information to the investors and hence is neither designed nor intended to be a substitute forprofessional tax advice, In view of the nature of the tax consequences, the changing tax laws and the fact thatthe Company will not distinguish between the shares offered for subscription and the shares offered for sale bythe selling shareholders, each investor is advised to consult his or her own tax consultant with respect to thespecific tax implications arising out of their participation in the issue.Our confirmation is based on the information, explanation and representations obtained from the Company andon the basis of our understanding of the business activities and operation of the Company and interpretation ofthe current tax laws in force in India. We do not express any opinion or provide any assurance as to whether:The Company or its shareholders will continue to obtain these benefits in future ;orThe conditions prescribed for availing the benefits, whether applicable have been /would be met.Yours faithfully,For R.K.Chandak & CoChartered Accountants(Rajesh Kumar Chandak)PartnerMembership No: 054637Firm Registration Number: 319248EDated: 18 June, 2010Place: Kolkata52

ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITSThere are certain deductions and exemptions available under Income Tax Act (ITA) to the Company whichdetermines the taxability of the Company. Based on this, the tax position of the Company is set out below. Taximplications on the investors of making investment in the Company as set out below would be subject to theprovisions of any double taxation avoidance agreement (“tax treaty”) that may be available to the investor, ifthe investor is a resident of a country with which India has entered into a tax treaty as well as on the investor‟spersonal tax circumstances. The following summary of the tax implications does not constitute legal or taxadvice and is based on the understanding of taxation law in force on the date of this Prospectus. While thissummary is considered to be correct interpretation of existing laws in force on the date of this Prospectus, noassurance can be given that courts or other authorities responsible for the administration of such laws will agreewith this interpretation or that changes in such laws will not occur.To our Company under Income tax Act, 1961:Special Tax BenefitsDeduction under section 80IA- As per the provisions of Section 80- IA(1) and 80-IA(4) of the Income Tax Act,the Company is eligible to claim 100% tax benefit with respect to profits derived from (i) developing or (ii)operating and maintaining or (iii) developing, operating and maintaining any infrastructure facility. However,the benefit is available subject to fulfillment of conditions prescribed under the section.General Tax BenefitsDirect Tax Benefits under the Income Tax Act, 1961 (“ITA”)(a)(b)(c)(d)(e)(f)(g)Depreciation Allowance under Section 32 of the ITA- The Company will be entitled to claimdepreciation at the prescribed rates on specified tangible and intangible assets. Also, the depreciationthat remains unabsorbed on account of insufficient profits in a year will be carried forward and set offagainst the succeeding year‟s profit and would be carried forward indefinitely.Carry forward of business losses under Section 72 of the ITA- Business losses, if any, for any year willbe carried forwarded and set off against business profits for subsequent eight years.Deduction of preliminary expenses under Section 35D of the ITA- The Company will be entitled to adeduction of one fifth of the preliminary expenses incurred for the issue of shares for a period of fiveyears beginning with the year in which the Company expands its current industrial undertaking. Theamount of deduction is limited to five percent of the cost of the project/ capital employed in thebusiness.Minimum Alternate Tax (“MAT”) Credit under section 115JAA(1A) of the ITA- The Company iseligible to claim the credit of MAT paid for any year commencing on or after April 01, 2006 againstnormal income tax payable in subsequent years. MAT credit shall be allowed for any year to the extentof difference between the tax computed as per the normal provisions of the ITA for that year and theMAT which would be payable for that year. Such MAT credit will be available for set-off up to 10years succeeding the year in which the MAT credit initially arose.Dividend income exemption Section 10(34) of the ITA– Dividend income (whether interim or final) inthe hands of the Company as distributed by any other Company referred to in Section 115-O on or afterApril 1, 2004 is completely exempted from tax in hands of the Company. Further, the Company willnot be eligible to claim a deduction for any amount expended in connection with earning such exemptincome as per Section 14A of the ITA.Income From Certain Mutual Funds - Section 10(35) of the ITA- Under Section 10(35) of the Act,income in respect of units of Mutual Funds specified under clause (23 D) in hands of the Company onor after April 1, 2004 is completely exempt from tax in hands of the Company.Long term capital gains under Section 112 of the ITA- As per proviso of Section 112(1)(b) of the Act,long term capital gains would be subject to rate of 20% (plus applicable surcharge and education cess).However, as per the proviso to Section 112(1), the long term capital gains resulting on transfer of listedsecurities or units (not covered by Section 10(36) and 10(38)),would be subject to tax rate of 20% with53

indexation benefits or 10% without indexation benefits (plus applicable surcharge and education cess)as per option of the assessee. For this purpose, Indexation Benefit would mean the substitution of costof acquisition/improvement with the indexed cost of acquisition / improvement, which adjusts the costof acquisition / improvement by a cost inflation index as prescribed from time to time.(h)(i)(j)(k)(l)Long term capital gains arising from transfer of an „Eligible Equity Share‟ under Section 10(36) of theITA- Long term capital gains arising from transfer of an „Eligible Equity Share‟ in a companypurchased on or after 1 st day of March, 2003 and before the 1 st day of March, 2004 (both daysinclusive) and held for a period of 12 months or more is exempt from tax under Section 10(36) of theAct.Long term capital gains on listed securities under Section 10(38) of the ITA- Long term capital gainsarising from sale of listed Equity Shares or units of an equity oriented fund through a recognized stockexchange will not be subject to capital gains tax, provided the applicable Securities Transaction Tax i.e.at the rate of 0.025% on the transaction value is paid by the Company and the transaction of such saleis entered into on or after October 01, 2004.Short term capital gains on Equity Shares under Section 111A- Short term capital gains arising fromthe transfer of Equity Shares in any company through a recognized stock exchange or from sale of unitsof equity oriented mutual fund shall be subjected to tax @ 15% (plus applicable surcharge andeducation cess) provided such a transaction is entered into after the 1 st day of October 2004 and suchtransfer/sale is subject to Securities Transaction Tax. Other short term capital gains would be taxed atthe rate of 30% (plus applicable surcharge & education cess)Exemption from capital gains under Section 54EC of the ITA-In accordance with and subject to thecondition and to he extent specified in Section 54 EC of the Act , the Company would be entitled toexemption from tax arising from the transfer of the long term capital assets (not covered by Section10(36) and Section 10(38), if such capital gain is invested in any of the long term specified assets inmanner prescribed in the said section provided that the investment made on after 01.04.2007 in the longterm specified asset during any financial year does not exceed fifty lakh rupees. Where the long termspecified asset is transferred or converted into money at any time within a period of three years fromthe date of its acquisition, the amount of capital gains exempted earlier would become chargeable to taxas long term capital gains in the year in which the long term specified asset is transferred or convertedinto money.As inserted by Finance (No. 2) Act 2009, under section 115WM, the provisions of the Fringe BenefitTax shall not apply to the Company with effect from Income Tax Assessment year 2010-11.Benefits available to Resident shareholdersThe following General Tax Benefits are available to the existing/ prospective shareholders of theCompany under the Income Tax Act.(a) Dividend Exempt under Secion 10(34)Under Section 10(34) of the Act, dividend income (whether interim or final) declared ,distributed orpaid by the Company on or after 1 st April, 2004 is completely exempt from tax in the hands of theCompany.(b)Lower Tax Rate under Section 112 on Long Term Capital GainAs per the provisions of Section 112 of the Act, long term capital gains that are not exempt under section10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge andeducation cess). However, as per the proviso to Section 112 (1), if the tax on long term capital gainsresulting on transfer of listed securities or units, calculated at the rate of 20 percent with indexationbenefit, then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicablesurcharge and education cess)(c)Lower Tax rate under Section 111A on Short Term Capital GainsAs per the provisions of Section 111A, Short Term capital gains arising from the transfer of EquityShares in any company through a recognized stock exchange or from the sale of units of equity54

oriented mutual fund shall be subject to tax 15% (plus applicable surcharge and education cess)provided such a transaction is entered into after 1 st day of October, 2004 and the transaction is subjectto Securities Transaction Tax.(d) Exemption of Long Term Capital Gain under Section 10(38)As per the provisions of Section 10(38), long term capital gain arising from the sale of Equity Shares inany company through a recognized stock exchange or from the sale of units of an equity orientedmutual fund shall be exempt from Tax if such sale takes place after 1 st of October 2004 and such sale issubject to Secutities Transaction Tax.(e)Exemption of Long Term Capital Gain under Section 54ECIn accordance with and subject to the condition and to the extent specified in Section 54 EC of the Act ,the shareholders would be entitled to exemption from tax arising from the transfer of the long termcapital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in anyof the long term specified assets in manner prescribed in the said Section provided that the investmentmade on after 01.04.2007 in the long term specified asset during any financial year does not exceedfifty lakh rupees. Where the long term specified asset is transferred or converted into money at anytime within a period of three years from the date of its acquisition, the amount of capital gainsexempted earlier would become chargeable to tax as long term capital gains in the year in which thelong term specified asset is transferred or converted into money.(f)Exemption under Section 54FLong term capital gains arising from sale or transfer of shares (in cases not covered under Section10(36) and Section 10(38) of the Act) would not be chargeable to tax in case of a shareholder who isindividual or Hindu Undivided Family (HUF), to the extent that the net consideration are used forpurchase of residential house property within a period of one year before and two years after the dateon which the transfer took place or for construction of residential house property within a period ofthree years after the date of transfer. For this purpose, net consideration means full value of theconsideration received or accrued as reduced by any expenditure incurred wholly and exclusively inconnection with such transfer.Further, if the residential house in which the investment has been made is transferred within a period ofthree years from the date of its purchase or construction, the amount of capital gains not charged to taxearlier would become chargeable to tax as long term capital gains in the year in which such residentialhouse is transferred.Further, at the time of investment individual or HUF should not own more than one house.(g)Income of a minor exempt upto certain limit under Section 10(32) of the ITAAny income of minor children clubbed in the total income of the parent under Section 64(1A) of theITA will be exempt from tax to the extent of Rs. 1,500 per minor child.Benefits available to Non Resident Indian ShareholdersFollowing benefits are available under the ITA to Non Resident Indian shareholders.(a) Dividend Exempt under Section 10(34)Under Section 10(34) to be read with Section 115O of the Act, dividend (whether interim per final)declared, distributed by the Company on or after 1 st April 2004 is completely exempt from tax in thehands of the shareholders of the Company.(b)Income of a minorThe provision mentioned in clause (c) under the “Resident shareholder” applies to a non residentshareholder also in the same manner.55

(c)Lower Tax Rate under Section 112 Long Term Capital gain-As per the provisions of Section 112 of the Act, long term capital gains that are not exempt undersection 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge andeducation cess). However, as per the proviso to Section 112 (1), if the tax on long term capital gainsresulting on transfer of listed securities or units, calculated at he rate of 20 percent with indexationbenefit, then such gains are chargeable to tax at a concessional rate of 10 percent ( plus applicablesurcharge and education cess)(d)Lower Tax rate under Section 111A on Short Term Capital GainsAs per the provisions of Section 111A, Short Term capital gains arising from the transfer of EquityShares in any company through a recognized stock exchange or from the sale of units of equityoriented mutual fund shall be subject to tax 15% (plus applicable surcharge and education cess)provided such a transaction is entered into after 1 st day of October, 2004 and the transaction is subjectto Securities Transaction Tax.(e)Options available under the ActWhere shares have been subscribed to in convertible foreign exchange – Option of taxation underChapter XII-A of the Act:Non Resident Indians as defined in Section 115C (e) of the Act, being shareholders of an IndianCompany, have the option of being governed by the provisions of Chapters XII-A of the Act, whichinter alia entitles them to the following benefits in respect of income from shares of an Indian Companyacquired, purchased or subscribed to in convertible foreign exchange:i. According to the provision of Section 115D read with Section 115E of the Act and subject tothe conditions specified therein, long term capital gains arising on transfer of an Indiancompany‟s shares, will be subject to tax at the rate of 10 percent (plus applicable surchargeand education cess), without indexation benefit.ii.iii.iv.According to provisions of Section 115F of the Act and subject to the conditions specifiedtherein, gains arising on transfer of a long term capital asset being shares in an IndianCompany shall not be chargeable to tax if the entire net consideration received on or suchtransfer is invested within the prescribed period of six months in any specified asset or savingcertificates referred to in Section 10(4B) of the Act. If part of such net consideration isinvested within the prescribed period of six months in any specified asset or saving certificatesreferred to in Section 10(4B) of the Act then such gains would not be chargeable to tax on aproportionate basis. For this purpose, net consideration mean full value of the considerationmeans full value of consideration received or accruing as a result of the transfer of the capitalasset as reduced by any expenditure incurred wholly or exclusively in connection with suchtransfer. Further, if the specified asset or savings certificate in which the investment has beenmade is transferred within a period of three years from the date of Investment , the amount ofcapital gains tax exempted earlier would become chargeable to tax as long term capital gainsin the year in which such specified asset or saving certificates are transferred.As per the provisions of Section 115G of the Act, Non- Resident Indians are not obliged to filea return of income under Section 139(1) of the Act, if their only source of income is incomefrom investments or long term capital gains earned on transfer of such investments or both,provided tax has been deducted at source from such income as per the provisions of ChapterXVII-B of the Act.Under Section 115H of the Act, where the Non-Resident becomes assessable as a resident inIndia, he may furnish a declaration in writing to Assessing Officer, along with his return ofincome for that year under Section 139 of the Act to the effect that the provisions of ChapterXII-A shall continue to apply to him in relation to such investment income derived from thespecified assets for that year and subsequent assessment years until such assets are convertedinto money.v. As per the provisions of Section 115I of the Act, a Non Resident Indian may elect not to begoverned by the provisions of Chapter XII-A for any assessment year by furnishing his return56

of income for that assessment year under Section 139 of the Act, declaring therein that theprovisions of Chapter XII-A shall not apply to him for that assessment year and accordinglyhis total income for that assessment year will be computed in accordance with the other theother provisions of the Act.(f) Exemption of Long term capital gain under Section 10(38)As per the provisions of Section 10(38), long term capital gain arising from the sale of Equity Shares inany company through a recognized stock exchange or from the sale of units of an equity orientedmutual fund shall be exempt from Tax if such sale takes place after 1 st of October 2004 and such sale issubject to Secutities Transaction Tax.(g)Exemption of Long Term Capital Gain under Section 54ECIn accordance with and subject to the condition and to he extent specified in Section 54 EC of the Act ,the shareholders would be entitled to exemption from tax arising from the transfer of the long termcapital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in anyof the long term specified assets in manner prescribed in the said Section provided that the investmentmade on after 01.04.2007 in the long term specified asset during any financial year does not exceedfifty lakh rupees. Where the long term specified asset is transferred or converted into money at anytime within a period of three years from the date of its acquisition, the amount of capital gainsexempted earlier would become chargeable to tax as long term capital gains in the year in which thelong term specified asset is transferred or converted into money.(h)Exemption under Section 54FLong term capital gains arising from sale or transfer of shares (in cases not covered under Section10(36) and Section 10(38) of the Act) would not be chargeable to tax in case of a shareholder who isindividual or Hindu Undivided Family (HUF), to the extent that the net consideration are used forpurchase of residential house property within a period of one year before and two years after the dateon which the transfer took place or for construction of residential house property within a period ofthree years after the date of transfer. For this purpose, net consideration means full value of theconsideration received or accrued as reduced by any expenditure incurred wholly and exclusively inconnection with such transfer.Further, if the residential house in which the investment has been made is transferred within a period ofthree years from the date of its purchase or construction, the amount of capital gains not charged to taxearlier would become chargeable to tax as long term capital gains in the year in which such residentialhouse is transferred.Further, at the time of investment individual or HUF should not own more than one house.(i)Tax Treaty BenefitsAs per the provisions of Sections 90(2) of the Act, the provisions of the Act would prevail over theprovisions of the tax treaty to the extent they are more beneficial to the Non- Resident.Benefits available to Other Non Residents(a) Dividend Exempt under Section 10(34)Under Section 10(34) to be read with Section 115O of the Act, dividend (whether interim per final)declared, distributed by the Company on or after 1 st April 2004 is completely exempt from tax in thehands of the shareholders of the Company.(b)Lower Tax Rate under Section 112 Long Term Capital gainAs per the provisions of Section 112 of the Act, long term capital gains that are not exempt underSection 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge andeducation cess). However, as per the proviso to Section 112 (1), if the tax on long term capital gains57

esulting on transfer of listed securities or units, calculated at the rate of 20 percent with indexationbenefit, then such gains are chargeable to tax at a concessional rate of 10 percent ( plus applicablesurcharge and education cess)(c)Lower Tax rate under Section 111A on Short Term Capital GainsAs per the provisions of Section 111A, Short Term capital gains arising from the transfer of EquityShares in any company through a recognized stock exchange or from the sale of units of equityoriented mutual fund shall be subject to tax 15% (plus applicable surcharge and education cess)provided such a transaction is entered into after 1 st day of October, 2004 and the transaction is subjectto Securities Transaction Tax.(d) Exemption of Long term capital gain under Section 10(38)As per the provisions of Section 10(38), long term capital gain arising from the sale of Equity Shares inany company through a recognized stock exchange or from the sale of units of an equity orientedmutual fund shall be exempt from Tax if such sale takes place after 1 st of October 2004 and such sale issubject to Secutities Transaction Tax.(e)Exemption of Long Term Capital Gain under Section 54ECIn accordance with and subject to the condition and to the extent specified in Section 54 EC of the Act ,the shareholders would be entitled to exemption from tax arising from the transfer of the long termcapital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in anyof the long term specified assets in manner prescribed in the said Section provided that the investmentmade on after 01.04.2007 in the long term specified asset during any financial year does not exceedfifty lakh rupees. Where the long term specified asset is transferred or converted into money at anytime within a period of three years from the date of its acquisition, the amount of capital gainsexempted earlier would become chargeable to tax as long term capital gains in the year in which thelong term specified asset is transferred or converted into money.(f)Exemption under Section 54FLong term capital gains arising from sale or transfer of shares (in cases not covered undersection10(36) and section 10(38) of the Act) would not be chargeable to tax in case of a shareholderwho is individual or Hindu Undivided Family (HUF), to the extent that the net consideration are usedfor purchase of residential house property within a period of one year before and two years after thedate on which the transfer took place or for construction of residential house property within a periodof three years after the date of transfer. For this purpose, net consideration means full value of theconsideration received or accrued as reduced by any expenditure incurred wholly and exclusively inconnection with such transfer.Further, if the residential house in which the investment has been made is transferred within a period ofthree years from the date of its purchase or construction, the amount of capital gains not charged to taxearlier would become chargeable to tax as long term capital gains in the year in which such residentialhouse is transferred.Further, at the time of investment individual or HUF should not own more than one house.(g)Tax Treaty BenefitsAs per the provisions of Sections 90(2) of the Act, the provisions of the Act would prevail over theprovisions of the tax treaty to the extent they are more beneficial to the Non-Resident.Benefit available to Foreign Institutional Investors (“FII”)(a) Dividend Exempt under section 10(34)Under section 10(34) to be read with Section 115O of the Act, dividend (whether interim per final)declared, distributed by the Company on or after 1 st April 2004 is completely exempt from tax in thehands of the shareholders of the Company.(b)Benefit on taxability of capital gain58

In case of a shareholders being a Foreign Institutional Investors (FII), in accordance with and subject tothe conditions and to the extent specified in Section 115AD of the Act, tax on long term capital gain(not covered by section 10(36) and 10(38)) will be 10% and on short term capital gain will be 30% asincreased by a surcharge and education cess at an appropriate rate on the tax so computed in eithercase. However short term capital gains on sale of Equity Shares of a Company through a recognizedstock exchange or a unit of an equity oriented mutual fund effected on or after 1 st October 2004 andsubject to Securities Transaction Tax shall be taxed @ 15% (plus applicable surcharge and educationcess) as per the provisions of Section 111A. It is to be noted that the benefits of indexations and foreigncurrency fluctuation protection as provided by Section 48 of the Act are not available to FII.(c) Exemption of Long term capital gain under section 10(38)As per the provisions of section 10(38), long term capital gain arising from the sale of Equity Shares inany company through a recognized stock exchange or from the sale of units of an equity orientedmutual fund shall be exempt from Tax if such sale takes place after 1 st of October 2004 and such sale issubject to Secutities Transaction Tax.(d)Exemption of Long Term Capital Gain under section 54ECIn accordance with and subject to the condition and to he extent specified in Section 54 EC of the Act ,the shareholders would be entitled to exemption from tax arising from the transfer of the long termcapital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in anyof the long term specified assets in manner prescribed in the said Section provided that the investmentmade on after 01.04.2007 in the long term specified asset during any financial year does not exceedfifty lakh rupees. Where the long term specified asset is transferred or converted into money at anytime within a period of three years from the date of its acquisition, the amount of capital gainsexempted earlier would become chargeable to tax as long term capital gains in the year in which thelong term specified asset is transferred or converted into money.(e)Tax Treaty BenefitsAs per the provisions of Sections 90(2) of the Act, the provisions of the Act would prevail over theprovisions of the tax treaty to the extent they are more beneficial to the Non-Resident.Benefits available to Mutual FundsAs per the provisions of Section 10(23D) of the ITA, any income of Mutual Funds registered under theSecurities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up bypublic sector banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of Indiawould be exempt from income tax, subject to the Conditions as the Central Government may by notification inthe Official Gazette specify in this behalf.Benefits available to Venture Capital Companies/FundsAs per the provisions of Section 10(23FB) of the ITA, all venture capital companies/funds registered with theSecurities and Exchange Board of India, subject to the conditions specified, are eligible for exemption fromincome tax on all their income, including dividend from and income from sale of shares of the Company.Applicability of Wealth Tax Act, 1957Shares in a company held by a shareholder are not treated as an asset within the meaning of Section 2(ea) ofWealth tax Act, 1957; hence, wealth tax is not leviable on shares held in a company.Applicability of Gift Tax Act, 1958Gift Tax Act was abolished with effect from October 01, 1998. Accordingly, no gift tax would be levied on giftsof shares of the Company.Notes:1. All the above possible benefits are as per the current tax laws as amended by the Finance ,Act2009.The effect of the proposed Finance Bill 2010 has not been included in the above statement as thesame is pending assent from the Parliament.2. All the stated possible benefits are as per the current tax law and will be available only to the sole /firstnamed holder in case the shares are held by joint holders59

3. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be furthersubject to any benefits available under the double taxation avoidance agreements, if any, between Indiaand the country in which the non-resident has fiscal domicile.60

BillionsSECTION IV: ABOUT THE COMPANYINDUSTRY OVERVIEWThe information in this section includes extracts from publicly available information, data and statistics and hasbeen derived from various government publications and industry sources, including reports that have beenprepared by CRISIL. Neither we nor any other person connected with the Issue have verified this information.The data may have been re-classified by us for the purposes of presentation.Our Company accepts responsibility for accurately reproducing such information, data and statistics. Industrysources and publications generally state that the information contained therein has been obtained from sourcesgenerally believed to be reliable, but that their accuracy, completeness and underlying assumptions are notguaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based onsuch information.Disclaimer from CRISIL:CRISIL limited has used due care and caution in preparing this report. Information has been obtained byCRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacyor completeness of any information and is not responsible for any errors or omissions or for the results obtainedfrom the use of such information. No part of this report may be published/reproduced in any form withoutCRISIL‟s prior written approval. CRISIL is not liable for investment decisions which may be based on the viewsexpressed in this report. CRISIL Research operates independently of, and does not have access to informationobtained by CRISIL‟s Rating Division, which may, in its regular operations, obtain information of a confidentialnature that is not available to CRISIL Research.Overview of the Indian EconomyThe fiscal 2009-10 began on a somber note, with global economies coming out clutches of the slowdown. Therewas a significant slowdown in the growth rate in the second half of 2008-09, following the financial crisis thatbegan in the industrialized nations in 2007 and spread to the real economy across the world. Yet, over the spanof the year, the economy posted a remarkable recovery, not only in terms of overall growth figures but, moreimportantly, in terms of certain fundamentals, which justify optimism for the Indian economy in the medium tolong term.The Advance estimates of GDP for 2009-10 released by the Central Statistical Organization (CSO) pegs thegrowth of the Indian economy at 7.2 per cent in 2009-10, with the industrial and the service sectors growing at8.2 and 8.7 per cent respectively.The economic activities which registered significant growth in the third quarter of 2009-10 over thecorresponding period in 2008-09 are 'Mining and Quarrying' at 9.6 per cent, 'Manufacturing' at 14.3 per cent,'Construction' at 8.7 per cent, 'Trade, hotels, transport and communication' at 10 per cent and 'financing,insurance, real estate and business services' at 7.8 per cent. (Source: Central Statistical Organization)The charts below set forth certain indicators of the Indian economy for the past six fiscals:Annual Growth Rate of GNP (@FC)Foreign Exchange Reserves (US Mn)123759637.59.5 9.7 9.66.87.230022515075142 15219931025227702004-05 2005-06 2006-07 2007-08 2008-09 2009-10-2004-05 2005-06 2006-07 2007-08 2008-09 2009-1061

CONSTRUCTION INDUSTRYIntroductionIt is estimated that investments in construction will almost double to Rs 12,189 billion during 2008-09-2012-13from Rs 6,217 billion during 2003-04 - 2007-08 (2008-09 prices). The construction industry is expected to growat a healthy CAGR of 35 per cent during 2008-09 and 2012-13. Infrastructure spending especially in roads,power, irrigation and urban infrastructure will drive this growth. (Source: CRISIL Research, Construction,September 2009)Infrastructure investments will account for around 66 per cent of total investments and drive growth of theconstruction industry. The government‟s increased focus on roads, ports, airports, urban infrastructure andirrigation will support growth. The Central government has introduced numerous policies and schemes likeBharat Nirman Yojana, National Highway Development Program (NHDP), Jawaharlal Nehru National UrbanRenewal Mission (JNNURM) and stimulus packages etc to improve infrastructure in the country. (Source:CRISIL Research, Construction, September 2009)In the infrastructure segment, roads sector will be the primary growth driver. Roads, irrigation and urbaninfrastructure together will constitute 72 per cent of total construction expenditure on infrastructure segmentover the next 5 years (2008-09 to 2012-13). (Source: CRISIL Research, Construction, September 2009)Construction expenditure on infrastructure segment will maintain the growth momentum due to increasedgovernment focus on infrastructure development in the country. Although expenditure on the industrial segmentis expected to grow at a faster pace as compared to infrastructure segment, the latter will drive growth inconstruction industry owing to higher construction intensity and sheer quantum of investments. Infrastructuresegment will account for 78.3 per cent of total construction expenditure. (Source: CRISIL Research,Construction, September 2009)Investments in construction account for nearly 11 per cent of India‟s GDP and nearly 50 per cent of its grossfixed capital formation (GFCF). These investments have a positive domino effect on supplier industries, therebycontributing immensely to economic development. These investments serve as a demand booster in the shortterm, and contribute towards enhancing infrastructure capacity in the long term. (Source: CRISIL Research,Construction, September 2009)The graph below displays the expected growth of the infrastructure and industrial segments of the constructionindustry through fiscal 2012-2013:62

(Source: CRISIL Research, Construction, September 2009)Infrastructure ConstructionIt is estimated that the Construction opportunity arising from the infrastructure segment will almost double to Rs9,548 billion over the next 5 years (2008-09 to 2012-13) from Rs 5,006 billion incurred during 2003-04 to 2007-08 (2008-09 prices) (Source: CRISIL Research, Construction, September 2009)Roads sector will be the primary growth driver, contributing around 44 per cent of the total constructionexpenditure to be incurred in the infrastructure segment; irrigation and urban infrastructure will contributearound 28 per cent. Potential construction opportunity arising from roads sector, over the next 5 years, (2008-09to 20012-13) is estimated to be Rs 4,164 billion at 2008-09 prices. The share of state roads (39 per cent) in totalroads investment is likely to be higher than that of national highways (36 per cent) over the next 5 years. Ruralroads would constitute the remaining 25 per cent. Investments in roads sector augur well for the constructionindustry as the roads sector accounts for 100 per cent construction intensity. In national highways, nearly 8-10kilometres are expected to be completed everyday. Out of the total NHDP investments, phase III and phase IVwould contribute 75 per cent. Private sector participation is also expected to accelerate over the next 5 years.(Source: CRISIL Research, Construction, September 2009)The fast growth of the economy in recent years has placed increasing stress on physical infrastructure such aselectricity, railways, roads, ports, airports, irrigation, and urban and rural water supply and sanitation, all ofwhich already suffer from a substantial deficit from the past in terms of capacities as well as efficiencies in thedelivery of critical infrastructure services. (Source: CRISIL Research, Construction, September 2009)The pattern of inclusive growth of the economy projected for the Eleventh Plan, with GDP growth averaging9% per year can be achieved only if this infrastructure deficit can be overcome and adequate investment takesplace to support higher growth and an improved quality of life for both urban and rural communities. (Source:Eleventh Plan, Planning Commission)Infrastructure investments will account for around 66 per cent of total investments and drive growth of theconstruction industry. The government‟s increased focus on roads, ports, airports, urban infrastructure andirrigation will support growth. In the infrastructure segment, roads sector will be the primary growth driver.Roads, irrigation and urban infrastructure together will constitute 72 per cent of total construction expenditureon infrastructure segment over the next 5 years (2008-09 to 2012-13). Increased focus of the Central and stategovernments and urban local bodies (ULBs), on the development of infrastructure in urban areas will supportthese investments (Source: CRISIL Research, Construction, September 2009)Construction opportunity from infrastructure segment (2008-09 prices)63

(Source: CRISIL Research, Construction, September 2009)The Union government on its part underscored the role of the private sector in catalysing infrastructureinvestments and laid down a road map for planned investments of a little more than $1 trillion (around Rs45.6trillion) in the next Five Year Plan. This estimate is nearly twice the amount projected to be spent oninfrastructure in the current Plan period. (Source: Prime Minister Manmohan Singh at the BuildingInfrastructure: Challenges and Opportunities conference)Industry characteristics2. High level of fragmentation has resulted in low concentrationLow entry barriers due to less fixed capital requirements (In EPC contracts) make the industry highlyfragmented. As compared to Engineering, Procurement and Construction (EPC) project, build-operate-transfer(BOT) projects have high fixed capital requirement.However, due to the government‟s increased focus on public private partnership projects, entry barriers forcompanies have become more complex in terms of meeting the prequalification criteria and other technicalrequirements.3. Working capital-intensiveAlthough the industry is not fixed capital-intensive, it is working capital-intensive in terms of gross workingcapital requirements. Most projects, especially infrastructure, have a gestation period of more than a year.Inaddition, any delay in payments from government agencies pushes up receivables.The initial gross working capital requirement also depends on the type of project. For instance, road projectshave lesser working capital requirements as compared to building projects.4. Competitive bidding in government projects leads to competitive pricingGovernment projects are awarded largely through the open tendering system to the lowest bidder (L1). Presenceof a large number of domestic contractors and increasing presence of international contractors across mostsegments in India have made bidding relatively competitive for bagging contracts (projects awarded by thegovernment and government-affiliated entities account for a large share of the total contracts).5. Low project risk but high payment receivable riskProject risk for a contractor is low due to low financial commitments. Most construction projects are executedon a cash contract basis, which are funded and managed by the owner. The number of construction projects with64

212281290285293306370459612728equity participation by contractors is less and limited to a few projects. However, with the Central and stategovernments laying more emphasis on private investments, there shall see more of such projects in future.6. Capacity not a constraintThe construction industry is not capital-intensive; hence, supply is not a constraint. It can be augmented bymobilizing the requisite skilled labour.7. High level of project execution skillsEvery construction project is customized, based on design specifications. Unlike the housing segment, wheretechnology requirements are lower, strong project execution and technical skills are critical in order to avoidcost and time overruns.The need for strong project execution skills has been intensified with National Highways Authority of India‟s(NHAI) National Highway Development Programme (NHDP) where time overruns are penalized under apenalty clause, while early project completions are rewarded under a bonus clause.(Source: CRISIL Research, Construction, September 2009)Irrigation InfrastructureThe Eleventh Five-Year Plan has a target of developing 16 mh through major, medium and minor irrigationworks. Total investments in irrigation sector are expected to grow to Rs 2,474 billion in 2008-09 - 2012-13 fromRs 1,361 billion in 2003-04 - 2007-08 (at 2008-09 prices), representing a growth of 182 per cent. States,concentrating on improving water and irrigation infrastructure, like Andhra Pradesh (AP), Maharashtra, Gujarat,Madhya Pradesh (MP), Orissa, Rajasthan and Karnataka will contribute to this growth.Slowdown in investments in 2008-09, due to deteriorating state finances owing to economic slowdown, hasaffected the sector‟s growth. Project awarding has also slowed down due to state elections in AP, a key state inwater investments. However, the situation has been improving with a recovery in economy. A stablegovernment at the Centre and focused policies in many states like AP, MP and Gujarat are expected to furtherboost planned investments in irrigation.80060040020002003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13(Source: CRISIL Research, Construction, September 2009)65

In terms of volume, it is expected that 10.5 million hectares of irrigation potential will be created over theEleventh Five- Year Plan (2006-07 to 2011-12), as against a target of 16 million hectares. The recent slowdownin economy has deteriorated state finances and consequently, decelerated pace of funding for irrigation projectsconsiderably. However, it is expected that the situation will improve with improvement in the economy andexpediting investments in irrigation would help achieve 10.5 million hectares compared to 7.8 million hectaresachieved in the Tenth Five-Year Plan (2002-07).ROAD SECTORWith the Government‟s continued focus on road development, it is estimated that the potential investment in theroad sector, over the next 5 years (2009-10 to 2013-14), will be to the tune of Rs 5,216 billion. Out of the totalinvestments, state roads share would be 39 per cent followed by national highways share at around 36 per centand rural roads would constitute remaining 25 per cent of the total investment. The state government‟s focus onimproving state roads and several initiatives taken by them has led to an increase in state road investments since2006-07; consequently, share of state highways in road investments has increased. (Source: CRISIL Research,Roads and Highways, August 2009)Historically, road projects have been largely financed through public funds and likewise the trend continues forthe next 5 years. Out of Rs 5.2 trillion of funding required in the road sector over the next 5 years, around Rs 3.7trillion is expected to come from public sector and the remaining Rs 1.5 trillion from private sector. However,this share of public funds is slowly reducing with private sector gaining more prominence through BOTprojects. The private sector participation is expected to accelerate in the future. (Source: CRISIL Research,Roads and Highways, August 2009)Road planning and financing in India has always been the responsibility of both the Central and stategovernments, with the Centre being responsible for the construction, operation and maintenance of the NationalHighways (NHs) and the State for all the other type of roads such as State Highways (SHs), Major DistrictRoads (MDRs), except certain special categories of roads. Investment in rural roads is sourced from the PradhanMantri Gram Sadak Yojana (PMGSY) under Bharat Nirman, which is a centrally sponsored scheme. TheCentral Government meets the entire funding of the construction cost of rural roads under PMGSY while theimplementation responsibility lies with the respective state governments. (Source: CRISIL Research, Roads andHighways, August 2009)With the government‟s continued focus on road development, it is estimates that the potential investment in theroad sector over the next 5 years (2009-10 to 2013-14) will be to the tune of Rs 5,216 billion. Share of stateroads would be 39 per cent followed by a 36 per cent share of national highways; rural roads would constitutethe remaining 25 per cent of the total investment in roads sector. (Source: CRISIL Research, Roads andHighways, August 2009)The following graph summarizes the trends in road sector investment -66

1,3009756503250352304264218181445 47139515210637332673251 272195471 477388264 287124187 1832006-07 2007-08 2008-09 2009-10 E 2010-11 P 2011-12 P 2012-13 P 2013-14 PNational Highways State Roads Rural Roads(Source: CRISIL Research, Roads and Highways, August 2009)India has the second largest road network in the world, aggregating 3.3 million kilometers. Roads form the mostcommon mode of transportation and account for about 86 per cent of passenger traffic and 62 per cent of freight,making it the main artery for commuting across the country.In India, national highways, with a length of close to 67,000 km, constitute a mere 2 per cent of the roadnetwork but carry about 40 per cent of the total road traffic. On the other hand, state roads and major districtroads. The secondary system of road, carry another 40 per cent of traffic and account for 18 per cent of roadlength.In the decreasing order of the volume of traffic movement, road network in India can be divided in the followingCategories :Road Network in India as in 2007-08RoadNetworkNationalhighwayLength (inKms)Percentage of TotalLength TrafficLength(Laned Km)CoordinatingAgency66,754 2.0 40.0 115,192 MoST, BROConnectivity toUnion capital, statecapitals, major ports,foreign highwaysMajor centres within thestates, national highwaysStatehighway128,000 3.9175,032 State PWDsMajor40.0district 470,000 14.2 381,523 State PWDs Main roads, rural roadsroadsRural andProduction centres,other 2,650,000 79.9 20.0 MoRD markets, highways, railwayroadsstations etc- ProjectProjects like irrigation,State PWDsroadspower, mines, etc- UrbanMunicipalroadscorporationsIntra-city networking- VillageroadsZilla parishads Village to nearby marketsTotal 3,314,754 100 100(Source: CRISIL Research, Roads and Highways, August 2009)National Highways67

It is expected that the Implementation of the National Highway Development Project will be put on the fast lane.The significance of road transport has enhanced manifold in the recent years, aided by the expansion andimprovement in the highway network. Though National Highways constitute a mere 2 per cent of the country‟stotal road network, this arterial network handles over 40-45 per cent of the total road-based traffic. NHDPlaunched in 1998-99, is being implemented over seven Phases. Over the next 5 years, i.e. from 2009-10 to 2013-14, construction of around 18,000 km is expected over various phases of NHDP at an estimated cost of aroundRs 1,888 billion. Despite rising budgetary deficits, and a change of government at the Centre, the NHDP hasbeen accorded top priority and its scope has been significantly expanded beyond the original scope of GoldenQuadrilateral and North-South and East-West corridors.Description of NHDP Phases –PhasesDescriptionImplementingAgenciesI Golden Quadrilateral Connecting Delhi-Kolkata-Chennai NHAIIIIIIIVVPort Connectivity Connectivity for 10 major ports NHAIOthers - NHAINorth South East West (NSEW)CorridorPhaseImprove 2-lane standards withpaved shoulders6-laning of existing NationalHighwaysShirnagar to Kanya Kumari (North to South) and Silcharto Porbander (East to West)Connectiing State Capital and places of economic andtourist importanceNHAINHAI- MORTHPhase involves 5,600 km strech under the GQNHAIVI Expressways - NHAIVII Ring Roads - NHAI(Source: CRISIL Research, Roads and Highways, August 2009)Phase I: Substantially completedPhase I mainly comprises the Golden Quadrilateral (GQ), port connectivity and other stretches. As on March 31,2009, around 93 per cent of phase I was complete and the balance 7 per cent under implementation. As perCRISIL Research‟s estimate, the balance 7 per cent, which comprises 490 km, is expected to be completed by2013-14. Until March 31, 2009, approximately Rs 359 billion has been incurred for Phase I and additional Rs 26billion would be required to complete the balance stretches until 2013-14. Almost all the projects in this phaseare under cash contracts.Phase II: Under implementationPhase II comprises North-South and East-West Corridors (NSEW). The total length of NSEW Corridor is 7,274km. Around 3,680 km is expected to be completed between 2009-10 and 2013-14 at an estimated cost of Rs 322billion. Similar to Phase I, majority of the projects in phase II are under cash contracts. Most of the stretches inthis phase are under implementation with only 843 km of stretches to be awarded. Substantial completion of thisphase is expected by 2014-15.Phase III: Expected to see flurry of activityPhase III involves four laning of two laned roads, which mainly connects state capitals and important places toGolden Quadrilateral (GQ) and Corridors. A length of around 8,092 km, out of the total 12,109 km, is likely toget complete between 2009-10 and 2013-14 at an estimated cost of around Rs 913 billion. The substantialcompletion of this phase is expected to be around 2016-17. In phase III, the government aims to implement mostof the projects through private participation under BOT-Toll.Phase IV: To be implemented by MORTH & not NHAI68

Phase IV involves improvement of National Highways to two lanes with paved shoulders. The total length ofthis phase is 20,000km out of which we expect around 1,095 km to be completed between 2009-10 and 2013-14at a cost of around Rs 39 billion.Phase V: Future action phaseLike phase III, phase V is also witnessing some action. This phase involves six-laning of the existing four-laneNHs. The total length of this phase is 6,500 km out of which we expect around 4,058 km to be constructedduring 2009-10 and 2013-14 at an estimated cost of around 504 billion. This phase is expected to besubstantially completed by 2016-17. In this phase, the government aims to implement all projects under BOT-Toll basis. The fact that NHAI is converting these 4-laned highways to six lanes suggests that these stretches areattractive stretches with adequate traffic. Moreover, the concessionaire is allowed to collect toll on existing fourlanedhighway from the date of financial closure of the project, which ultimately results into cash inflows evenbefore construction begins. Thus, given the lucrative model and attractiveness of the stretches, we expectsignificant proportion of these stretches being awarded on a BOT-Toll basisPhase VI and Phase VII: Not much action on groundPhase VI includes development of around 1,000 km of expressways; phase VII includes ring roads, flyovers,and bypasses on selected stretches of NH. Until date, only one stretch has been identified under phase VII, nostretch has been identified in case of phase VI. Going forward, we do not expect much action to happen in thesetwo phases.It is expected around 226 km to be constructed under these phases between 2009-10 and 2013-14 at a cost ofaround Rs 60 billion. Since these phases contain expressways and ring roads, they will be built on stretches withexcessive traffic; hence, they are likely to be awarded on BOT-Toll model.(Source: CRISIL Research, Roads and Highways, August 2009)State RoadsState roads constitute around 18 per cent of the country‟s total road network, handling around 40 per cent of thetotal road traffic. State roads comprise state highways (SHs), major district roads (MDRs) and rural roads, whichdo not come under the purview of PMGSY. State roads represent the secondary system of road transportation inthe country. They significantly contribute to the economy of midsized towns and rural economy and to thecountry‟s industrial development by enabling movement of industrial raw materials and products from and tothe hinterland. Significant expenditure has been witnessed in state roads due to the state government‟s keeninterest for improving state roads.The revised estimate of state government‟s capital expenditure for 2007-08 was Rs 251 billion as against budgetestimates of Rs 233 billion. The budgeted estimates for 2008-09 were Rs 272 billion. For 2010-11, the growth instate‟s outlay for capital expenditure on roads and highways is expected to at 8 per cent per annum, which isfurther expected to come down to 6 per cent for next 3 years. Further, going forward, private participation instate roads is expected to increase to be around 30 per cent in 2010-11 and 40 per cent in 2012-13 and 2013-14.State Roads – Projected Investments500(Rs. in Billion)375373 39525044547112502010-11 2011-12 2012-13 2013-1469

23,00031,00042,00052,000(Source: CRISIL Research, Roads and Highways, August 2009)Rural RoadsRural roads play a vital role in the socio-economic upliftment of rural community. Of the total 3.3 million kmroad network, rural roads account for around 2.7 million km (80 per cent). (Source: CRISIL Research, Roadsand Highways, August 2009)Rural Road Connectivity is a key component of rural development as it promotes access to economic and socialservices, thereby generating increased agricultural incomes and productive employment opportunities in India.Consequently, it is also, a key ingredient in ensuring sustainable poverty reduction. In spite of efforts made overthe years at the Central and state levels, through different programmes, about 40 per cent of the country‟shabitations are still not connected by all-weather roads. In places with connectivity, quality of roads (due to poorconstruction or lack of maintenance) rules them out from being categorised as all-weather roads. (Source:CRISIL Research, Roads and Highways, August 2009)With a view to redress the situation, the government has launched the PMGSY to provide all-weather access tounconnected habitations. The PMGSY is a 100 per cent centrally sponsored scheme; however, theimplementation responsibility lies with the respective state governments. Amount of cess on High Speed Diesel(HSD) earmarked for this programme is 50 per cent. (Source: CRISIL Research, Roads and Highways, August2009)Over the last 4 years, there has been a significant growth in the construction of rural roads, both in volume andvalue terms. In value terms, there has been 55 per cent compounded annual growth while in volume terms thegrowth has been 32 per cent compounded annually. (Source: CRISIL Research, Roads and Highways, August2009)Around Rs 40 billion have been allocated for rural roads in the Interim Budget 2009-10 and would be routedthrough a separate window created under the Rural Infrastructure Development Fund (RIDF). This will providenecessary funds for the upgradation and development of rural roads planned under Bharat Nirman. The corpusof RIDF was increased from Rs.5.5 billion in 2003-04 to Rs.140 billion for the year 2008-09 ensuring greateravailability of funds for its activities. (Source: CRISIL Research, Roads and Highways, August 2009)Rural Roads – Yearwise break up of length Constructed (Km)Rural Roads – Yearwise break up of investments (Rs. in Billion)60,00045,00016012015230,000807310615,000404102005-06 2006-07 2007-08 2008-0902005-06 2006-07 2007-08 2008-09(Source: CRISIL Research, Roads and Highways, August 2009)Going by the past track record of investment in rural roads, growth is expected to continue. However, given theeconomic scenario, rise in fiscal deficit and high base effect, the growth rate is likely to decline. The growth rateis expected to be around 15 per cent over the next three years and 10% for the subsequent two years. (Source:CRISIL Research, Roads and Highways, August 2009)70

ThousandsRural Roads – Expected Investment (Rs. Billion)Rural Roads – Expected length to be constructed (Km)400120300200218264304352906072839110110030002010-11 2011-12 2012-13 2013-142010-11 2011-12 2012-13 2013-14(Source: Roads & Highways, CRISIL Research, August 2009).71

OUR BUSINESSBusiness OverviewWe are an integrated construction and infrastructure development company providing engineering, procurementand construction services for infrastructure projects in India. Our primary project expertise is in the constructionof Roads & Highways, and technical Building, Hospitals and Colleges, Integrated Townships, LandDevelopment. We are headquartered in Kolkata, West Bengal, and have 5 offices/branches at Delhi, Lucknow,Patna, Bangalore and Sharjah (UAE).Our company is the flagship company of the Jain Group, which has business interests in infrastructure, energy(renewable and non-renewable), steel and real estate. Our Company was incorporated on March 31, 2000 as apartnership firm namely Bengal Construction Co. which was subsequently converted into a public limitedcompany on 07 November 2006 under the Companies Act, 1956 in the name and style of “Bengal InfrastructureLimited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of thecompany was changed to Jain Infraprojects Limited on 21 Decemeber 2006 and a fresh certificate ofIncorporation was obtained from the Registrar of Companies, West Bengal. The promoters of the company werethe erstwhile partners in the partnership firm. For more details, please refer to the chapter titled “History andCorporate Structure” beginning on page 101 of this DRHP.Our expertise lies in planning, developing and executing projects in the areas of (i) Roads & Highways (ii) Civil& Structural Engineering (iii) Housing Colonies and (iv) Water Distribution System. While we primarilyexecute our projects independently or through sub-contracting, to be able to execute larger projects; we intend toenter into Joint Ventures / Strategic Alliances to meet the technical and pre-qualification requirements.Our fleet of construction equipment comprises of Heavy Earth Moving Machines such as hydraulic excavators,loaders, dozers; Concreting plants such as batch-mixing plants, concrete mixers, transit mixers, concrete pavers;Road equipment such as vibratory tandem rollers, electrical paver finishers, mechanical paver finishers, hot mixplants, static rollers bitumen sprayer in addition to supplementary equipment such as cars, jeeps, tippers,tractors. We have also invested in plants such as welding generators, gas cutting sets, work shop equipments,generators.On a standalone basis, for the Fiscal 2009, and for the nine months ended on December 31, 2009, our grosscontract receipts were Rs. 50,446 lacs and Rs. 65,101 lacs respectively. For the respective periods, we earned aprofit after tax of Rs. 3,319 lacs and Rs. 4,125 lacs. The value of the order book as on May 27, 2010 was Rs.4,380.73 Crore.Business OperationsOur company has, over the years, built strong competencies in design development and construction in the roadsector. In the last ten years, we have built or assisted in building, 450.09 kilometers of road in several states. Inaddition to this, we have completed or are in the process of designing and constructing 53 buildings. Ourcompetencies extend to the following sectors:• Projects in the transportation sector that includes inter alia design and construction of roads,expressways and allied facilities like service roads, flyovers amongst others.• Building construction which includes commercial, residential, public, institutional, housing and relatedinfrastructure facilities; and• Water management projects that include Water Networks, Sanitary Drainage Networks, RainwaterDrainage Networks.We primarily enter into three types of contracts in the construction business: engineering, procurement andconstruction (“EPC”) contracts; lump-sum-turnkey (“LSTK”) contracts; and item rate contracts.72

We execute infrastructure projects independently and under sub-contract. However, to meet technical and prequalification requirements for large Projects, we also enter into Joint Ventures/ strategic alliances with entitiesoperating in the same segment of business across geographies.We are currently executing several projects in Bihar, Jharkhand, West Bengal, Uttar Pradesh, Tamil Nadu,Kerala and Maharashtra As a strategy we have chosen the route of obtaining orders largely on a negotiatedbasis, rather than on a competitive bidding process.In addition to participating in competitive tenders we, along with our Promoter and senior management, oftenhelp the concessioning authorities in the early stages of their processes by customizing our scope of work andthe concession terms to suit the specific project requirements as the case may be. This often results in ourwinning the competitive bid. In instances where we have already developed a road for the relevant authority, weare also occasionally awarded concessions by the authorities for the development of additional roads withoutgoing through a competitive bidding process.Our management team is qualified and experienced in construction and infrastructure development, and hassubstantially contributed to the growth of our operations. We also benefit from the relationship our managementteam has developed with State and Central government entities and various financial institutions. We believethat the experience and leadership of our senior management team has contributed significantly to the growthand success of our operations both in terms of securing new business and in ensuring that our projects aredeveloped and managed to high standards. This has aided us in maintaining higher margins. So far, for thevolume of turnover we have achieved, this strategy has been highly successful. However to increase our growthrates we would need to go for larger tenders through the bidding route. We are aware that this can have anunfavourable impact on our margins, however, the larger turnover would enable economies of scale and ensureprotection of profitability while maintaining and building a competitive advantage thereby offsetting the loss inoperating margins due to change in strategy.Our valued client list includes various Government Undertakings, State Public Works Department as well asState and Central Public Sector Undertakings like National Highway Authority of India (NHAI), RoadConstruction Department - Govt. of Bihar, Westing House Saxby Farmers Ltd. (which is a Govt. of WestBengal Undertaking), Jharkhand Irrigation Department - Govt. of Jharkhand, Uttar Pradesh Rashtriya NirmanNigam Limited, Central Public Works Department (CPWD) Bihar, AECOM International Limited, MackintoshBurn Limited, Housing and Infrastrcuture Board, Government of Libya .In addition to the construction mandates that we execute for external clients for the projects in hand, we alsoundertake such activity for group companies.Our Competitive StrengthsOur Business ModelSo far, to reach the existing critical mass we have positioned ourselves largely on negotiated contracts. Thesuccess of this Strategy is evidenced by our financial growth. To progress to the next level we seek out largercontracts, which will be awarded through the competitive bidding route. Concurrently, while the margins wouldbe under pressure due to the intensity of competition in this segment, our Strategy would be to sustain profitablegrowth by ensuring the winning and execution of such bid contracts in the right quantum on an annualized basis.The business model that we have adopted allows us to scale up operations with ease. Our business model offersus the flexibility to adapt to varying nature of projects besides providing the scope of scalability of operations.Under this model, we follow a two tier structure, which consists of (i) centralized planning and co-ordination,and (ii) de-centralized project management, execution and quality assurance.We believe that our execution model provides us with the support structure necessary to manage and executeboth small and large complex projects within the timelines and tight budgets while ensuring that our design andquality surpasses the standards required by our client to ensure customer delight.73

Diversity of our operationsWe have ongoing projects in eight geographies (Bihar, Jharkhand, West Bengal, Uttar Pradesh Maharashtra,Tamil Nadu, Kerala and one location outside the country in Libya) spanning across 4 sectors (Roads andHighways, Water Networks, Civil Construction, Other Infrastructure). This diversity helps us de-risk ourbusiness from overdependence on a single sector or geography.Sectoral ScopeOur order book primarily spans across sectors that include Road and Highways, Water Networks, CivilConstruction, Other Infrastructure evincing the broad sectoral base penetrated so far.We are a pan-India player with, significant presence in the states of Bihar, Jharkhand, West Bengal, UttarPradesh, Maharashtra, Kerala and Tamil Nadu. In addition, we have moved into the international arena with amajor infrastructure contract for the development of the Tarhuna Township in Libya.Operating across this spread, helps honing the skills and competencies of the project execution team, whilemitigating risk of our business from overdependence in a single sector or geography.Technical ScopeWe believe that our experience and expertise in planning, designing and construction of projects in thetransportation and civil construction is the competitive advantage that differentiates us from many of ourcompetitors. Constructing such infrastructure projects has been a significant focus area for our business.We are one of few companies who have obtained the AECOM certification, which is the prerequisite forqualifying for projects awarded by the Housing and Infrastructure Board contracts in Libya. This is an arduousprocess of approval and is extremely stringent in its standards and awards.Our successful implementation of projects in the roads and highways and civil construction sectors has providedus with the credentials and wherewithal to implement larger projects.Competence ScopeWe have made large and sustained investments in equipment. We have modern construction equipment whichallows us to meet the broad spectrum of requirements of various construction projects. Such an equipment basealso gives us the capability to design and execute projects of a large and varied scale, thus reinforcing our abilityto execute diverse projects both nationally and internationally.As we have owned equipment, we are able to appropriately benchmark productivity and production of the hiredequipment that we use for augmenting the requirement at individual sites. Concurrently regular benchmarkingwith best practices ensures that we remain competitive and allows us to achieve higher operating margins.Skilled Manpower and emphasis on Training and DevelopmentWe have invested in technically qualified and skilled man-power to ensure timely execution of our projectswhile meeting the highest quality standards. Regular training and development programmes are organized toupdate the knowledge and skill sets.We have an experienced workforce looking after technical, commercial and financial aspects of the company.We also have a set of skilled operators and workers on our rolls. We also employ temporary contract labour atour work sites. Deployment is undertaken on a strategic basis to ensure optimum support for execution andplanning of the contract.The management team of the infrastructure business is qualified and experienced. We retain a de-layeredstructure to ensure quick client response time and prompt employee feedback.Our strong Order Book74

Our order book as at May 27, 2010 stood at Rs. 4,380.73 Crore. What differentiates our order book is thediversity and the work contracts across sectors. Numbers wise, we have as many as 11 contracts in roads andhighways, but value wise the spread is across the board. This helps us de-risk the business model from thecyclicities of a particular sector. In addition our track record of executing most of our projects within thespecified timeline has helped us ensure minimum cost overruns on time related parameters.Our strategy to bid for larger value orders will bring economies of scale that will have a strong positive impacton our efficiencies and in turn improve our competitiveness.Our Business StrategyOur vision is to be a dominant player in infrastructure development, both nationally and internationally.Our strategy is to operate across the complete bandwidth of the infrastructure space surpassing the attendantlifecycles with strong positions in domestic and chosen international markets.To actualize the strategy, we will focus on the following short and long term objectives:Maintain performance and competitiveness of existing businessInfrastructure will remain one of the drivers for growth in the Indian economy especially with the existingGovernment emphasis on development.To ensure sustained GDP growth across the various strata of society, the government has launched variousschemes with attractive returns on projects executed on BOT /Annuity /PPP basis. The government has indeedopened a full basket to attract investments in this sector on a fast track basis.We have continually focused on increasing our bid capacity and prequalification ability to enable us to bid forlarger projects. A key element of our growth strategy, besides committing to grow through expansion, is toproactively seek to improve the performance and competitiveness of our existing activities that is to enable us tobuild competitive advantage.Develop and maintain strong relationships with our clients and strategic partnersOur business is dependent on winning construction projects undertaken by large government agencies andcompanies, and infrastructure projects undertaken by governmental authorities and others and funded bygovernments.Our business is also dependent on developing and maintaining strategic alliances with other contractors withwhom we may want to enter into project-specific joint ventures or subcontracting relationships for specificpurposes such as pre-qualification etc. We will continue to develop and maintain these relationships andalliances.We intend to establish strategic alliances and share risks with companies whose resources, skills and strategiesare complementary to our business and are likely to enhance our opportunities.Expand our footprintWe currently operate in seven geographies and intend to expand our footprint to bid for projects in others stateswhere the opportunity manifests. This will help us to further de-risk our business model and reduce ourdependence on a few states.In addition to this we plan to enter into specialized irrigation projects.Leverage our group’s strength for winning infrastructure and construction contracts75

Our group has presence in several sectors that require the expertise of construction that we possess. We willleverage our group‟s strength to obtain construction contracts of the projects that they will be working on. Thiswould be done on a case to case basis where it is commercially viable for us to execute the construction project.Focus on BOT ContractsTo propel our growth, we would now strategically venture into BOT contracts, be it in the road, rail, bridges,hydropower, power transmission, telecom towers etc.To accelerate the infrastructure development across the country, the Government of India has launched variousschemes on the PPP model which requires astute understanding of the economics, the funding, the monitoringand control of such projects.We would also look at enduring partnerships that would help us qualify and consolidate our entry into thissegment profitably.Focus on International OperationsApart from our focus on the Indian market we also scan the international market for profitable opportunities toemploy our competence.Such opportunities exist particularly in South Asia / South East Asia (new ASEAN countries – Laos, Vietnam,Cambodia, and Myanmar, Indonesia and Central Asia. and Africa given the thrust of the respective localgovernments on strong infrastructure development.We have initially selected Libya for our international foray and uniquely positioned ourselves with jointventures with the local government to mitigate specific uncertainties and be left open only to sovereign risk.Within these countries, we are selecting projects that are in tandem with our competency set and allow us tomake an indelible mark. In Libya, we have already won our maiden contract for Rs. 727.25 Crore.Areas of operation:Our construction business is operated by the Company and consists of infrastructure and civil constructionservices. The thrust on infrastructure and fiscal expansion has led to a huge spurt in construction andinfrastructure activity in India. We believe that construction and infrastructure projects will continue to be asignificant business driver for us. We have developed skill sets in providing engineering and constructionservices for a diverse range of industry sectors, such as Transportation and a wide array of civil construction.Some of the major works that we have completed as on date are:SectorNumber of Completed ProjectsValue of Completed Projects (Rs.Lacs)Transport (Roads & Highways) 22 24,058.67Civil Construction 2 15,992.00Total 24 40,050.67We are currently working on the design, construction and development of “Kolkata Sports City”, an integratedSports Complex with Commercial and Residential space. This is till date our largest and most prestigious order.Completed Projects – Transport (Roads & Highways)(Rs. in Lacs)ProjectI.R.Q.P for the stretches from 168 to174KM, 210 to 220 KM of NH31C in thedistrict of JalpaiguriPR works of Stretches from 595.25KM to610 KM of NH-31ClientTantia ConstructionCo LtdMackintosh Burn Ltd.Kolkata-1Value ofCompletedWorkDate ofcompletionLengthin KM767.00 31-Mar-02 16.00113.82 28-Aug-03 14.7576

ProjectPR works of stretches from 580KM to592.41 KM and 610KM to 634 KM ofNH-31Improvement of Riding quantity from670KM to 683KM of NH-31Widening & Strenghtening of Kashmoli-Belda Road from 38KM to 56KM in theDisst of Pashim MedinpurPermanent restoration work to thedamaged up stream of the bridge over riverJALDHAKA at 115KM of NH-31PR work of stretches from 105 KM to 132KM of NH-31Widening and Strengthening and PR workat Khasmoli Belda Road, NH 31 / NH 31 CWidening & Strengthnening of Namkhana-Amarabati Road 0KM to 24.24KM in theDistt. Of South 24 ParaganaWidening & Strenghtening of Tajpur-Kashmoli Road from 20KM to 38KM inthe Disst of Pashim MedinpurImprovement & Strengthnening ofdifferrent roads near Kolkata Port Trustarea along with improvement of drainageStrengthening work for Balance Portion ofDecentralised of NH-2 in differentstretches from 611 kmp to 664 kmp underHoogly highway Division Number 11 inthe district of HooghlyAditional work on Balrampur BagmundiRoad from 0km to 25.90KM under PurliaPumped Storage Project in Purlia Dist.Improvement and strengthening of Budge-Budge Trunk Road in the Dist of South 24ParganasWidening and strengthening of PALITA-RAMJIBANPUR from 0 KMP to 10.50KM under Burdwan Highway Div-III. Inthe dist. Of BurdwanWidening and strengthening of PALITA-RAMJIBANPUR from 0 KMP to 8.25KMP under Birbhum Highway Div PublicWork (Road)Directorate under StateHighway Circle No.IIIWidening and strengthening of STKKRoad from 83.00 KM to 102.26 KM underdist. Of Burdwan(Job No:CRF:WB-2005-18)Strengthening work for Balance Portion ofDecentralised of NH-2 Bye-Pass from 611kmp to 615 kmp,615.5kmp to 618kmp,619 kmp to 620 kmp,622 kmp to 625kmp,627 kmp to 628 kmp,629 kmp to 631kmp,644 kmp to 645 kmp,646 kmp to 651kmp,654 kmp to 662 kmp and Link Roadof length 1.620 kmp connects toS.T.T.K.Road and Western Approach ofClientMackintosh Burn Ltd.Kolkata-1Mackintosh Burn Ltd.Kolkata-1Mackintosh Burn Ltd.Kolkata-1Mackintosh Burn Ltd.Kolkata-1Mackintosh Burn Ltd.Kolkata-1Mackintosh Burn Ltd.Kolkata-1Mackintosh Burn Ltd.Kolkata-1WestingHouse SaxbyFarmer Ltd.Mackintosh Burn Ltd.Kolkata-1WestingHouse SaxbyFarmer Ltd.Mackintosh Burn Ltd.Kolkata-1Mackintosh Burn Ltd.Kolkata-1WestingHouse SaxbyFarmer Ltd.WestingHouse SaxbyFarmer Ltd.WestingHouse SaxbyFarmer Ltd.Mackintosh Burn Ltd.Kolkata-1Value ofCompletedWorkDate ofcompletionLengthin KM271.92 28-Aug-03 36.00350.93 28-Aug-03 13.001,002.00 26-Aug-03 18.00274.29 28-Aug-03 -229.64 28-Aug-03 27.002,243.00 22-Jun-04 -854.95 26-Dec-06 24.241,327.81 27-Nov-05 18.001,060.89 26-Dec-06 -978.05 24-Nov-05 53.00416.38 26-Dec-06 25.901,654.04 26-Dec-06 -730.07 31-May-07 10.5549.47 8-Mar-10 8.251,106.41 30-Apr-08 19.261,569.00 31-Mar-09 30.7977

ProjectIswar Gupta Setu of length 1.670 kmClientValue ofCompletedWorkDate ofcompletionLengthin KMWidening and Strengthening of Burdwan- Mackintosh Burn Ltd.Bolpur Road from 0 Kmp to 27.13 Kmp Kolkata-13,500.00 28-Feb-09 27.13Widening and Strengthening ofMackintosh Burn Ltd.Saptagram-Tribeni Kalna-Katwa from 0Kolkata-1Kmp to 34 Kmp1,913.00 31-Mar-09 34.00Total 20,912.67 375.82ProjectDevelopment of State Highways in theState of Bihar under (RSVY) Package No.12B; District(s) East & West Champaran.i) Motihari Turkaulia Govindganj Road(Sh-54)-6.6 KM, ii) Bettia-ArerajRoad(SH-54) 35.5 KMImprovement of Roads in Motihari &Dhaka DivisionClientCentral Public WorksDeptValue ofCompletedWorkDate ofcompletion(Rs. in Lacs)Lengthin KM4,560 5-Jun-10 42.10RCD, Bihar 8,430 22-Feb-10 -Total 12,990.00 42.10Completed Projects – Civil ConstructionProjectConstruction of 10 Nos. "C" Type Quarters(G+2), 5 Nos."MD" Type Quarters (G+2), 2Nos. "A" Type Quarters (G+2), 3 Nos. "ME"Type Quarters (G+2), 7 Nos. "B" TypeQuarters (G+2), 3 Nos."MB" Type Quarters(G+1) including the work of Internal WaterSupply & Sanitation at MTPSClientNational BuildingsConstruction CorporationLimitedValue (InLacs)Total 1,230Types of contractsGenerally, contracts fall within the following categories:Date ofCompletion1,230 30-Apr-10Lump Sum contracts - Lump Sum contracts provide for a single price for the total amount of work, subject tovariations pursuant to changes in the client's project requirements. In Lump Sum contracts, the client supplies allthe information relating to the project, such as designs and drawings. Based on such information, we arerequired to estimate the quantities of various items, such as raw materials, and the amount of work that would beneeded to complete the project, and then prepare our own bill of quantities ("BOQ") to arrive at the price to bequoted. We are responsible for the execution of the project based on the information provided and technicalstipulations laid down by the client at our quoted price.Design and Build contracts - Design and Build contracts provide for a single price for the total amount ofwork, subject to variations pursuant to changes in the client's project requirements. In Design and Buildcontracts, the client supplies conceptual information pertaining to the project and spells out the project78

equirements and specifications. We are required to (i) appoint consultants to design the proposed structure, (ii)estimate the quantities of various items that would be needed to complete the project based on the designs anddrawings prepared by our consultants and (iii) prepare our own BOQ to arrive at the price to be quoted. We areresponsible for the execution of all aspects of the project based on the above at our quoted price.Item rate contracts are contracts where we need to quote the price of each item presented in a BOQ furnishedby the client. In item rate contracts the client supplies all the information such as design, drawings and BOQ.We are responsible for the execution of the project based on the information provided and technical stipulationslaid down by the client at our quoted rates for each respective item.Percentage rate contracts require us to quote a percentage above, below or at par with the estimated costfurnished by the client. In percentage rate contracts, the client supplies all the information such as design,drawings and BOQ with the estimated rates for each item of the BOQ. We are responsible for the execution ofthe project based on the information provided and technical stipulations laid down by the client at our quotedrates, which are arrived at by adding or subtracting the percentage quoted by us above or below the estimatedcost furnished by the client.Depending on the nature of the project and the project requirements, contracts may also contain a combinationof aspects of any of the contract types discussed above.OUR WORK BOOKList of Continuing Major Work orders in hand and orders under pipe-line as at 27th May' 20101. Work Contracts in hand:(Rs. Crore)Sl.No.Contract AwardedByWork Contracts under Execution:A. Domestic12345IRCON InternationalLtd., BiharRoad ConstructionDepartment , BiharCentral PublicWorks Department,BiharIRCON InternationalLtd., BiharPublic Works Dept./Mackintosh BurnDescription of WorkImprovement / Upgradation ofexisting road of StateHighways into 2 Lane roads inSamastipur district from32.482 length for the followingroad: Basudeopur (Ch. 31.00Km) to Samastipur(Ch.63.482) of SH– 49(PkgNo.IA(ii))Improvement of Roads inMotihari & Dhaka DivisionDevelopment of StateHighways in the State Of Biharunder (RSVY) Package No.12B ; District(s) East & WestChamparan. I)MotihariTurkaulia Govindganj Road(SH –54)-6.6 KM ii) Bettia –Areraj Road (SH –54)- 35.5KMImprovement / Upgradation ofexisting road of StateHighways into 2 lane roads inDarbhanga District fro 28.874km length for Shivnagar Ghat(Ch 35.400) to KusheshwarAsthan (Ch.64.274km) of SH –56Widening & Strengthening ofTamluk Contai Road(SH-4)WorkLocationSamastipur, BiharMotihari,BiharBettiah,BiharDharbhanga, BiharMedinipur,W.B.Date ofworkorderExpectedCompletion17-Feb-07 2010-201123-Mar-07 2010-201115-May-07 2010-201128-May-07 2010-201125-Feb-08 2010-2011ContractValue45.9790.4150.5653.7226.75UnbilledValue ofContractas on27/05/201015.536.114.9636.017.9679

Sl.No.67891011121314Contract AwardedByDescription of WorkLtd., West Bengal 30th Kmp.(Bajaberia) to62ndKmp.( Contai) under thefinancial assistance fromCentral Road FundUttar PradeshRajkiya NirmanNigam Limited, UttarPradeshWestinghouseSaxby Farmer Ltd./PWD, West BengalWestinghouseSaxby FarmerLtd./PWD, WestBengalCentral PublicWorks Department,BiharWestinghouseSaxby Farmer Ltd.,West BengalWestinghouseSaxby Farmer Ltd.,West BengalUNISUN HousingCompany Ltd., U.P.Kathayee CottonMills Ltd.Olympia InfratechPrivate Limited15 B H AdvisorsConstruction of MedicalCollege for AmbedkarnagarWidening and Strengthening ofRoad in Panskura -Durgachowk Road on SH-4from 29.90 Km to 62.10 Km inther Dist of Purba MidnapurWidening and strengthening ofRoad in Saptagram-Tribeni-Kalna-Katwa Road (SH-6)from 33.88 Km to 83 Km in thedist of Burdwan.Development of StateHighways in the State of Biharunder Rashtriya Sam VikasYojna (RSVY); SH:-c/oBridges, Package No. 08Cb(District- East/ WestChamparan)Improvement of riding qualityof Panagarh to Dubrajpur(Panagarh- Manegram Road)under ADB – 48 kmsStrenghthening of KuliMoregram Road 25 kmp to 37kmpEarth Work & RoadConstruction at SultanpurConstruction & Developmentof Commercial Complex inKathayee Cotton Mills, Aluva,Ernakulam, CochinConstruction & Execution ofthe Housing and attendantInfrastruture Project atOpaline, Omr, Chennai,TamilnaduConstruction & Execution ofthe Sahyadri Polytechnic(Engg. & Technology Projectat Bohr, Pune , MaharshtraWorkLocationAmbedkarnagar, U.P.Tamluk,W.B.STKK,W.B.Bettiah,BiharPanagarh,W.B.Date ofworkorderExpectedCompletion10-Jul-08 2011-2012ContractValue366.00UnbilledValue ofContractas on27/05/2010247.1625-Mar-09 2011-2012 44.80 40.0225-Mar-09 2011-20124-Jul-09 2010-201130-Jul-09 2011-2012Kuli, W.B. 30-Jul-09 2011-2012Sultanpur,U.P.51.486.7042.926.2336.135.8940.704.904-Oct-09 2011-2012 60.00 60.00Ernakulam 25-Mar-10 2012-2013 215.00 215.00Chennai 4-Apr-10 2013-2014 125.00 125.00Pune 22-Apr-10 2012-2013 438.00 438.00Construction & Execution ofRidhi Sidhi Housing the Housing and attendant16 Co-operative Society Infrastruture Project at Thane 15-Jun-10 2012-2013 162.00 162.00Ltd.HiranandiniEstate,Kolshat,Thane, MaharashtraSUB-TOTAL (A) 1,785.54 1,445.37B. Overseas Rs.CroreTarhuna Utilities Joint VentureProject with National Housing& Utilities Company S.A. -Urban Development Construction of Water1 Holding Co. Tripoli,LibyaNetworks, Sanitary DrainageNetworks, Rainwater DrainageNetworks, Road Networks andTelecom & TelecommunicationNetworksLibya 2012-2013 727.25 727.2580

Sl.No.Contract AwardedByDescription of WorkWorkLocationDate ofworkorderExpectedCompletionContractValueUnbilledValue ofContractas on27/05/2010(The value of the contract is198,865,133.25 LibyanDinars.)SUB-TOTAL (B) 727.25 727.25* 1 Libyan Dinar = Rs. 36.57 as on 22 February 2010 which is the date of award of the contract.C. Work Contracts for which LOI recd./ Agreement to be executed :(Rs.Crore)Sl.No.12Received FromLetter of Intentreceieved fromWest BengalState Council ofSports, Kolkata**RamkyInfrastructureLtd.Description of WorkConstruction of KolkataSports Township City(Integrated Sports Complexalongwith Commercial andResidential Complex)Design, Construction,Installation, Testing,Commissioning,Trial Run ofSewage Treatment Facilityunder Raniganj MunicipalAreaWorkLocationRajarhat,W.B.Raniganj,W.B.Date ofworkorder16-Jun-1015-Jun-10ExpectedCompletion2016-2017ContractValueUnbilledValue ofContractas on27/05/20102,174.12 2,174.1233.99 33.99SUB-TOTAL (C) 2,208.11 2,208.11Total Order Book Size in Rs.Crore (A + B + C) 4,720.90 4,380.73** Jain Infraprojects Limited (JIL) has entered into an MoU with Jain Realty Limited (JRL) wherebyJRL is the Developer and JIL will be constructing the facilities in the Sports City Complex. For moredetails please refer to the Section on Material Contracts at Page No. 105 of this DRHP2. Contracts Bid For:Rs. CroreSl.No.123456Contract Awarded ByNational Highways,Bhubneshwar, OrissaNational Highways,Bhubneshwar, OrissaNational Highways,Bhubneshwar, OrissaNational Highways,Bhubneshwar, OrissaNational Highway, Circle I , PurtaBhavan, Salt Lake , KolkataMunicipal Corporation of Delhi,DelhiDescription of WorkWidening & Strengthening of existignintermediate lane to two lane carraige way inKm 159.0 to 184 km of NH 224Widening & Strengthening, Raising of existingintermediate lane to two lane carraige way inKm 224 to 229 km of NH 224Widening & Strengthening, Raising of existingintermediate lane to two lane carraige way inKm 164 to 189 km of NH 217Widening & Strengthening, Raising of existingintermediate lane to two lane carraige way inKm 89 to 104 km and 117 km to 131 km of NH200Widening & Strengthening, of existingintermediate lane of flexible pavement of NH117 from Km 79.20 to 89 km in the district ofSouth ParganaImprovement & Strengthening of roads ofOkhla Industrial Area, Phase- I & II in CentralZoneWorkLocationContractValue as on27/05/2010Bolangir 68.44Bolangir 59.30Bolangir 59.16Bolangir 46.62WestBengal48.90Okhla 141.4281

Sl.No.789Contract Awarded ByThe Executive Engineer,Sambalpur, R & B Division,Orissa- 768 001The Executive Engineer,Paralakhemundi, R & B Division,Orissa- 761 201The Executive Engineer,Rayagada, R& B Div, OrissaProject Development and Execution MethodologyDescription of WorkImprovement of 0/0 to 40/170 km ofSindurark- Samasingha road (MDR) to 2-Lane standards under LWE SchemeWidening to 2 Lane and Improvement in Km25/2 to 102/0 km excluding 40/2 km to 48/0km amd 52/8 to 57/0 km of Gunupur-Kashinagar-Paralakhemundi road (SH-4)under LWE SchemeWidening to 2 Lane and Improvement in Km97/120 to 134/960 of Bhawanipatna-Gunpur-Kashipur-Rupkona road (SH-44) under LWESchemeWorkLocationContractValue as on27/05/2010Sambalpur 46.94Paralakhemundi84.09Rayagada 53.10Total 607.97Our business begins with the procurement of a work contract that is a manifestation of our businessdevelopment efforts. The works contract lays down the specification of the work to be done. We then puttogether a team that will work on the Project. This team will include several personnel with complimentary skillsets that will assist in procurement and project management. Once the team is in place the project movestowards execution. The flow of events is as follows.Business Development Design & Engineering Project Management ExecutionBusiness DevelopmentWe enter into contracts primarily through a competitive bidding process. Government and other clients typicallyadvertise potential projects in leading national newspapers or on their websites. Our tendering departmentregularly reviews newspapers and websites to identify projects that could be of interest to us. The head of thetendering department evaluates bid opportunities and discusses internally with the senior management onwhether we should pursue a particular project based on various factors, including the client's reputation andfinancial strength, the geographic location of the project and the degree of difficulty in executing the project insuch location, our current and projected workload, the likelihood of additional work, the project's cost andprofitability estimates and our competitive advantage relative to other likely bidders. Once we have identifiedprojects that meet our criteria, we submit an application to the client according to the procedures set forth in theadvertisement.TenderingThe Company has a centralized tender department headed by General Manager- Business Development, whichis responsible for applying for all pre-qualifications and tenders. The tender department evaluates the credentialsof the Company vis-à-vis the stipulated eligibility criteria. We endeavor to qualify on our own for projects inwhich we propose to bid. In the event that we do not qualify for a project in which we are interested due toeligibility requirements relating to the size of the project or other reasons, we may seek to form project-specificjoint ventures with other relevant experienced and qualified contractors, using the combined credentials of thecooperating companies to strengthen our chances of pre-qualifying and winning the bid for the project.A notice inviting bids may either involve pre-qualification, or short listing of contractors, or a post-qualificationprocess. In a pre-qualification or short listing process, the client stipulates technical and financial eligibilitycriteria to be met by the potential applicants. Pre-qualification applications generally require us to submit detailsabout our organizational set-up, financial parameters (such as turnover, net worth and profit and loss history),82

employee information, plant and equipment owned, portfolio of executed and ongoing projects and details inrespect of litigations and arbitrations in which we are involved. In selecting contractors for major projects,clients generally limit the issue of tender to contractors they have pre-qualified based on several criteria,including experience, technical ability and performance, reputation for quality, safety record, financial strength,bonding capacity and size of previous contracts in similar projects, although the price competitiveness of the bidis usually a selection criterion. Prequalification is key to our winning major projects and we continue to developour pre-qualification status by executing a diverse range of projects and building our financial strength.If we pre-qualify for a project, the next step is to submit a financial bid. Prior to submitting a financial bid, theCompany carries out a detailed study of the proposed project, including performing a detailed study of thetechnical and commercial conditions and requirements of the tender followed by a site visit. Our tenderingdepartment determines the bidding strategy depending upon the type of contract. For example, in the event ofbid for a design-build project, we would appoint a competent consultant to design the project and provide uswith drawings to enable further analysis of the various aspects of the project. This allows us to make a moreinformed bid. Similarly, a lump sum tender would entail quantity take-offs from the drawings supplied by theclients.A site visit enables us to determine the site conditions by studying the terrain and access to the site. Thereafter, alocal market survey is conducted to assess the availability, rates and prices of key construction materials and theavailability of labour and specialist sub-contractors in that particular region. Sources of key natural constructionmaterials, such as quarries for aggregates, are also visited to assess the availability, leads and quality of suchmaterial. The site visit also allows us to determine the incidence and rates of local taxes and levies, such as salestax or value added tax, octroi and cess.Our representatives attend the pre-bid meetings convened by the clients, during which we raise any queries orrequests for amendments to certain conditions of the proposed contract. Any ambiguities or inconsistencies inthe document issued by the client are brought to the attention of the client for further clarification.The tendering department invites quotations from vendors, sub-contractors and specialist agencies for variousitems or activities in respect of the tender. This data supplements the data gathered by the market survey. Thegathered information is then analyzed to arrive at the cost of items included in the Bill of Quantities (BOQ). Theestimated cost of items is then marked up to arrive at the selling price to the client. The basis of determination ofthe mark-up is based in part on the evaluation of the conditions of the contract.Alternatively, the client may choose to invite bids through a post-qualification process wherein the contractor isrequired to submit the financial bid along with the information mentioned above in two separate envelopes. Insuch a situation, the client typically evaluates the technical bid or pre-qualification application initially and thenopens the financial bids only of those contractors who meet the stipulated criteria.Pre qualification parametersTypically a project owner/client conceives of a specific project and follows it up with the appointment of aconsultant who prepares a detailed project report (DPR). This report addresses various aspects of projectimplementation commencing from obtaining clearances, right of ways, scope of work, technical parameters,etc., to related costs which define the approximate estimated cost of the project.At the next level the project owner invites pre-qualifications from prospective bidders to assess and identifycontractors who are capable of bidding for the project and subsequently implementing the same, if awarded. Thedetailed project report data is utilized to define the pre-qualification criteria by the project owner. For projectsacross the various sectors, the project owner /client normally specify the qualifying criteria, which include:• Technical Capability: The Company should have the experience of having implemented projects ofsimilar nature, necessary manpower with a relevant profile to suit the project and the experience toexecute it. Depending on the project, relevant machinery as specified by the client should be availablewith the company. This may be owned or outsourced / hired from a third party.83

• Financial Strength: This includes the minimum annual turnover, net worth requirement as well asworking capital requirements.• Joint Venture Participation: In the event the project allows for association of more than one companyto participate in the contract to enable the partners to pool in their resources, thereby meeting thethreshold pre-qualifying criteria, such a method of invitation is known as joint venture participation.Joint Venture participation allows the individual partners of the proposed project to pool in their ownresources for pre-qualification as well as submission of the techno-commercial bid. Joint Venture mayhappen at the time of RFQ (request for qualification) or at tender stage in case of two bid process.Normally a joint venture memorandum of understanding is signed by the partners, which is in line withthe guidelines provided by the client. This Joint Venture agreement could be either project specific orgeneric.Design & Engineering1) Project Specific JVs/MOUs which are in existence till such time as the outcome of prequalification or if awarded till the completion of the project.2) Generic MOUs /JVs- In these cases the JVs /MOUs are not formed for any specific projectrather it is a partnership wherein the JV can submit their prequalification and bid for theprojects. No technology transfer is involved and both the parties will be limited to theirrespective scope of work derived out of their expertise.Depending upon the requirement of the project, we engage our internal resources for designing the project.Typically, for design-build projects, the conceptual information and the project requirements and specificationsare provided in the work contract that is awarded. We are required to prepare detailed architectural and/orstructural designs based on the conceptual requirements of the client and also conform to various statutory andcode requirements.Prior to bidding for a project, our tendering department and senior management review the preliminary designprepared by our team. In case we do not have the expertise, we engage the services of professionals. After ourinitial review of the preliminary designs, we continue to confer with our consultants to arrive at the finalsolution for the project. Once the project is awarded to us, our consultants prepare detailed designs pursuant tothe project requirements.Project ManagementOnce we are awarded a contract either by way of a letter of intent or intimation from the client, our projectmanagement team prepares a detailed plan. This plan includes an activity based project budget, which detailsamong other things, the scope, revenue, direct and indirect cost, cash flow, resources and expenditure relating tothe project. The execution team uses this as a blue print to implementing the project, which is tracked at thedifferent levels of management. The plan, which is complete in all respects, is reviewed at regular intervals,using modern project management techniques, to ensure that the benchmarks and milestones are moving intandem with the plan.Procurement & ExecutionOnce the project management plan is in place, the execution team prepares its schedule of activities that includeinter-alia, the procurement, financing and staffing requirements and deployment schedule. Construction activitytypically commences once a client approves working designs and issues drawings. The project teamimmediately identifies and works with the purchase department to procure the key construction materials andservices required for commencing construction.Each project site has a billing department that is responsible for preparing and dispatching periodic invoices tothe clients. The billing department is also responsible for certifying the bills prepared by our vendors and subcontractorsfor particular projects and forwarding the same to our head office or zonal offices for furtherprocessing.84

Our major raw materials required are good earth, Granular sub base (GSB), bitumen, diesel, shuttering material,river sand, bricks & block masonry and miscellaneous hardware and electrical items. We also use steel, cementand reinforcement steel in our housing projects.We follow a centralized purchase system for cement, steel, diesel, and bitumen through our purchasedepartment. In case of cement, GSB and Good Earth our requirements are seasonal and we procure directly frommanufacturing units / Borrow Areas located near the project site. We have got an effective system to take thematerial at competitive rates and to maintain minimum inventory, so the supplies are made on a just-in-timebasis. In case of steel, diesel and bitumen our requirements are project specific. We procure steel from varioussteel suppliers to ensure availability and timely delivery to meet our project schedule needs.The Company has over the years developed relationships with a number of vendors for key material, servicesand equipment. The Company has also developed an extensive vendor database for various materials andservices. Most of our other raw materials/consumables are easily available and hence we face no monopoly fromsuppliers. The requirement is processed through negotiations with the suppliers keeping in view the logistics oflocation of project and timing of supply. However there are certain consumables which are required at varioussites and are available locally at project sites and we have not faced any difficulty in the past in procuring them.Our EquipmentFor our projects, we are required to purchase specific equipments and components, which are key inputs forproject implementation and are also procured by the centralized purchase department. Certain equipments arepurchased with a pre-planning and as per the needs in the execution process. The methodical approach ensures acost saving factor by identifying the quality manufacturers / suppliers and timely delivery of such equipmentswith favorable financial terms and conditions.Our Company has acquired latest equipments and machineries, to improve productivity and quality. This allowsour Company to execute large projects within the stipulated time frame while maintaining the desired quality.The list of equipments owned by our Company is as under:EquipmentQuantityGenerator Sets 22Loaders (Including articulated loaders) 5Batching Plants 6Compressors 6Compactors (Earth, Asphalt, Soil) 14Leveling Machines 2Bitumen Machines (Heater, Sprayer, Tank) 6Mixture Machines (Concrete) 14Road Rollers (Diesel) 4Drum Mix Plant 6Excavators 15Hot Mix Machines 6Paving Machines 14Tippers 44Laboratory Equipment 1Mechanical Broomer 8Motors 5Miscellaneous Equipment 69Water Storage Tank 3Weighing Machines 4Dust Collectors 3Wet Mixture Plants 6Wood Cutting Machines 10Trucks 5185

We have a defined and documented quality management system. The Company is ISO 9001:2008 certified forthe quality management system we apply to the design, development, engineering, procurement andconstruction of projects.Based on the checks and measures in place, and after ensuring that the final product is in tandem with thespecifications, we raise the final invoice on our client and obtain a certificate of completion.Defect Liability PeriodOur construction contracts often stipulate a defect liability period of between 12 and 36 months from the date ofhand over certificate. The contractor is responsible for rectifying and defects that may arise during this defectliability period as a consequence of the construction services provided by the contractor. At the end of thisdefect liability period, any sum of money (as adjusted for any defects) retained by the client at completion istransferred to the contractor without interest.Performance GuaranteesOur Company is required to issue performance guarantees varying from 5-10% of the contract value at the timeof commencement of the contract, pursuant to the award of the contract. These performance guarantees aretypically valid up to twelve months post the completion of the contract. The amount of guarantee facilitiesavailable to us depends upon our financial condition and the availability of adequate security from banks andfinancial institutions that provide us with such facilities.CompetitionWe operate in a highly competitive environment that morphs depending on project in question. While servicequality, technical ability, performance record, experience, health and safety records and the availability ofskilled personnel are key factors in client decisions among competitors, the price is generally the deciding factorin most tender awards.We mainly compete with domestic Indian entities in the different segments in which we operate.Some of thekey players in the engineering and construction industry are Simplex Infrastructure Limited, LancoInfrastructure Limited, IVRCL Infrastructure & Projects Limited, MBL Infrastructures Limited., PNC InfratechLimited., Man Infraconstruction Limited., Madhucon Projects Limited, Ramky Infrastructure Limited, EraConstruction Limited, ARSS Infrastructure Projects Limited, Gayatri Projects Limited, Tantia ConstructionsLimited, , Supreme Infraprojects Limited.InsuranceMost businesses are exposed to the risk of operating in the environment that they are in, and our businessfollows the same. Our operations are subject to hazards inherent in providing engineering, construction services.We may also be subject to claims resulting from defects arising from engineering, procurement or constructionservices provided by us.Our policy on insurance is limited to insuring our equipment and vehicles. We obtain specialized insurance forconstruction risks and third party liabilities for most projects for the duration of the project and the defectliability period.For details on risks relating to our insurance coverage, see the risk factor entitled “Our insurance coverage maynot adequately protect us against all losses” in the section entitled “Risk Factors” on page xii of this Draft RedHerring Prospectus.Our EmployeesOur company has always believed in investing well in human capital. We believe that the growth of ourbusiness stems from the right people employed for the job. We are adequately staffed, and also employ casualand temporary contract labor on our project sites on a need basis. The number of contract laborers varies fromtime to time based on the nature and extent of work contracted to Independent Contractors. We enter intocontracts with independent contractors to complete specified assignments. The existing manpower is sufficient86

to handle the estimated growth of our Company; it may change from time to time as per the need of the project.Besides, most of the labor requirements at construction sites are met through private contractors.Health, Safety and EnvironmentConsidering the nature of the business we operate in, we lay a very high emphasis on the health and safety ofour resources as well as the environment we operate in. We endeavor, through regular analysis, to reduce therisks of accidents. Our employees are trained to handle situations to ensure that paramount importance on safetyis maintained at all times.In addition, our Company is required to comply with various laws and regulations relating to the environment.India has a number of pollution control statutes which empower state regulatory authorities to establish andenforce effluent standards relating to the discharging of pollutants or effluents into water or the air.We believe that our Company complies in all material respects with all such statutes applicable to it and theregulations there under. In particular, we have applied for and/or have obtained all the consents from theappropriate regulatory authorities necessary to carry on our business.Our PropertiesOur Company‟s registered office and corporate headquarter is located at Premlata Building, 5th floor, 39Shakespeare Sarani, Kolkata – 700 017. The premise is under lease from Prakash Endeavours Pvt. Limited, agroup company. Under the terms of the lease agreement, our Company has monthly rental obligations and isresponsible for all taxes, cesses and levies relating to the use of the property during the term of the lease.The following table sets forth the details of the leases we have have entered into:Sl No Address Lessor Period Purpose1.Premlata Building, 5th Floor39, Shakespeare Sarani Kolkata- 700 017Prakash EndeavoursPrivate Limited1 April 2009 to 31March 2014RegisteredOffice2.B-1/186, Vishesh Khand,Gomti NagarLucknow – 226 010Rajiv Kr. Srivastava 19 January 2009 to 18January 2019BranchOffice3.No. 9, Aniket Housing,IAS Colony, KidwaipuriPatna – 800 001Arun Kumar Singh 1 April 2010 to 31March 2012BranchOffice4.15/9, 2 nd FloorPrimrose Road, M.G. RoadBangalore – 560 001Dakshin InfratechProjects PrivateLimited1 June 2010 to 31August 2011BranchOffice5.601, Akash Deep Building 26ABarakhamba RoadNew Delhi – 110 001Skoda India PrivateLimited16 May 2010 to 14August 2010BranchOffice87

Our Intellectual PropertyOur corporate logo is not registered as a trademark; however we have made an application for the same. We useit in common with our other Promoter Group Companies.88

REGULATIONS AND POLICIESOur Company is engaged in the business of Indian infrastructure. Our projects require, at various stages, thesanction of the concerned authorities under the relevant state legislation and local bye-laws. The following is anoverview of the important laws and regulations which are relevant to our business. The regulations set outbelow are not exhaustive, and are only intended to provide general information to Bidders and is neitherdesigned nor intended to be a substitute for professional legal advice.Taxation statutes such as the Income Tax Act, 1961, Central Sales Tax Act, 1956 and applicable local sales taxstatutes, labour regulations such as the Employees‟ State Insurance Act, 1948 and the Employees‟ ProvidentFund and Miscellaneous Provisions Act, 1952 and other miscellaneous regulations and statutes such as theTrade Marks Act, 1999 apply to us as they do to any other Indian company. The statements below are based onthe current provisions of Indian law and the judicial and administrative interpretations thereof, which aresubject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Fordetails of government approvals obtained by us, see the section titled “Government Approvals” on page 265.LAWS RELATING TO LAND ACQUISITIONLand Acquisition Act, 1894 (the “LA Act”)The GoI and the state governments are empowered to acquire and take possession of any property for publicpurpose. However, the courts in India have, through numerous decisions, stipulated that any property acquiredby the government must satisfy the due process of law. The key legislation relating to the acquisition of propertyis the LA Act.Under the provisions of the LA Act, land in any locality can be acquired compulsorily by the governmentwhenever it appears to the government that it is needed or is likely to be needed for any public purpose or foruse by a corporate body. Under the LA Act, the term “public purpose” has been defined to include, among otherthings:the provision of village sites or the extension, planned development or improvement of existing villagesites;the provision of land for town or rural planning;the provision of land for its planned development from public funds in pursuance of any scheme orpolicy of government and subsequent disposal thereof in whole or in part by lease, assignment oroutright sale with the object of securing further development as planned;the provision of land for any other scheme of development sponsored by government, or, with the priorapproval of the appropriate government, by a local authority; andthe provision of any premises or building for locating a public office, but does not include acquisitionof land for companies.The LA Act lays down the procedures which are required to be compulsorily followed by the GoI or any of thestate governments, during the process of acquisition of land under the LA Act. The procedure for acquisition, asmentioned in the LA Act, can be summarised as follows:identification of land;notification of land;declaration of land;acquisition of land; andpayment and ownership of land.Any person having an interest in the land being acquired by the Government has the right to object and the rightto receive compensation. The value of compensation for the property acquired depends on several factors,which, among other things, include the market value of the land and damage sustained by the person in terms ofloss of profits. Such a person has the right to approach the courts. However, the land owner can raise objectionsin respect of land acquisition in relation to the amount of compensation. The land owner cannot challenge the89

acquisition of land under the LA Act and will have to explore other options once the declaration under the LAAct is notified in the Official Gazette.Urban Land (Ceiling and Regulation) Act, 1976 (the “ULCA”)The ULCA prescribes the limits to urban areas that can be acquired by a single entity. The ULCA allows thegovernment to take over a person‟s property and fixes ceilings on vacant and urban land. Under the ULCA,excess vacant land is required to be surrendered to a competent authority for a minimum level of compensation.Alternatively, the competent authority has been empowered to allow the land to be developed for permittedpurposes. Even though the ULCA has been repealed, it remains in force in certain States like Haryana, Punjab,Uttar Pradesh, Gujarat, Karnataka, Madhya Pradesh, Rajasthan, Orissa and the Union Territories.LAWS REGULATING TRANSFER OF PROPERTYTransfer of Property Act, 1882 (the “TP Act”)The TP Act details the general principles relating to transfer of property including, among other things,identifying categories of property that are capable of being transferred, the persons competent to transferproperty, the validity of restrictions and conditions imposed on the transfer and the creation of contingent andvested interest in the property. A person who has invested in immovable property or has any share or interest inthe property is presumed to have notice of the title of any other person in residence.The TP Act recognizes, among other things, the following forms in which an interest in an immoveable propertymay be transferred:Sale: the transfer of ownership in property for a price paid or promised to be paid.Mortgage: the transfer of an interest in property for the purpose of securing the payment of a loan,existing or future debt, or performance of an engagement which gives rise to a pecuniary liability. TheTP Act recognizes several forms of mortgages over a property.Charges: transactions including the creation of security over property for payment of money to anotherwhich are not classifiable as a mortgage. Charges can be created either by an operation of law, e.g.,decree of the court attaching to specified immoveable property or by an act of the parties.Leases: the transfer of a right to enjoy property for consideration paid or rendered periodically or onspecified occasions.In addition to the above, the owner of property is entitled to enjoy or transfer the right to use or derive benefitfrom that property (the “Usufruct”). A lessee of property may also enjoy the benefits arising out of land. Theowner of immoveable property may also create a right over the Usufruct of that property by creation of ausufructuary mortgage.Further, it may be noted that with regard to the transfer of any interest in a property, the transferor transfers suchinterest, including any incidents, in the property, which he is capable of passing and under law, he cannottransfer a better title than he himself possesses. In India, subject to necessary documentation, the title to thestructure attached to the immoveable property can be conveyed separately from the title to the underlyingimmoveable property.Co-ownership and Joint OwnershipIf a co-owner‟s share in the property is ascertainable, it would be termed as co-ownership, in the absence ofwhich, it will be termed as joint ownership. Further, the law also recognizes joint possession by lessors. The TPAct recognizes co-ownership and joint ownership of property. One of the co-owners of a property may transferits interest in the property and the transferee in such case acquires the transferor‟s right to joint possession orother common or part enjoyment of the property. The transferee in such cases also acquires the right to enforcethe partition of the property.Leasehold Rights90

As noted above, a lease creates a tenancy right in favour of the lessee to enjoy property subject to a lease. Theterm of the lease and the mode of termination of the lease can be determined by the parties.Under the lease of a property, the lessee has a right of enjoyment of the property without interruption, providedthat the lessee continues to pay the rent reserved by the lease agreement and performs other terms andconditions binding on the lessee.Sub-leases or transfer of the interests held by a lessee to another person is usually regulated by the terms of thehead lease. Further, the TP Act stipulates that a lessee shall not erect any permanent structures on leasedproperty without the consent of the lessor, except where such fixture is for an agricultural purpose. However, theTP Act does not prohibit the assignment of lease agreements, though this may be restricted by the terms of thelease.Indian Easements Act, 1882 (the “Easements Act”)The law relating to easements and licences in property is governed by the Easements Act. The right of easementhas been defined under the Easements Act to mean a right which the owner or occupier of any land possessesover the land of another for beneficial enjoyment of his land. Such right may allow the owner of the land to doand continue to do something or to prevent and continue to prevent something being done, in or upon any parcelof land which is not his own.Easementary rights may be acquired or created by (a) an express grant; or (b) a grant or reservation impliedfrom a certain transfer of property; or (c) by prescription, on account of long use, for a period of twenty yearswithout interruption; or (d) local custom.The Registration Act, 1908 (the “Registration Act”)The Registration Act details the formalities for registering an instrument. Section 17 of the Registration Actidentifies documents for which registration is compulsory and includes, inter alia, any non-testamentaryinstrument which purports or operates to create, declare, assign, limit or extinguish, whether in the present or infuture, any right, title or interest, whether vested or contingent, in immovable property of the value of Rs. 100 ormore and a lease of immovable property for any term exceeding one year or reserving a yearly rent. TheRegistration Act also stipulates the time for registration, the place for registration and the persons who maypresent documents for registration.Any document which is required to be compulsorily registered but is not registered will not affect the subjectproperty, nor be received as evidence of any transaction affecting such property (except as evidence of acontract in a suit for specific performance or as evidence of part performance of a contract under the TP Act oras evidence of any collateral transaction not required to be effected by registered instrument), unless it has beenregistered.The Indian Stamp Act, 1899 (the “Stamp Act”)Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or extinguishment of anyright, title or interest in immovable property. The Stamp Act provides for the imposition of stamp duty at thespecified rates on instruments listed in Schedule I of the Stamp Act. However, under the Constitution of India,the states are also empowered to prescribe or alter the stamp duty payable on such documents executed withinthe state.Instruments chargeable to duty under the Stamp Act but which have not been duly stamped, are incapable ofbeing admitted in court as evidence of the transaction contained therein. The Stamp Act also provides forimpounding of instruments by certain specified authorities and bodies and imposition of penalties, forinstruments which are not sufficiently stamped or not stamped at all. Instruments which have not been properlystamped can be validated by paying a penalty of up to 10 times of the total duty payable on such instruments.Laws Relating to EnvironmentIndian expressway and real estate development must also ensure compliance with environmental legislationsuch as the Water (Prevention and Control of Pollution) Act 1974 (“Water Pollution Act”), the Air (Preventionand Control of Pollution) Act, 1981 (“Air Pollution Act”) and the Environment Protection Act, 1986(“Environment Act”) and rules made therein such as the Hazardous Waste (Management and Handing) Rules,91

1989, the Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989 and the EnvironmentProtection Rules, 1986.The Water Pollution Act aims to prevent and control water pollution. This legislation provides for theconstitution of a Central Pollution Control Board (the “Central Board”) and State Pollution Control Boards (the“State Boards”). The functions of the Central Board include co-ordination of activities of the State Boards,collecting data relating to water pollution and the measures for the prevention and control of water pollution andprescription of standards for streams or wells. The State Boards are responsible for the planning of programmesfor the prevention and control of pollution of streams and wells, collecting and disseminating informationrelating to water pollution and its prevention and control, inspection of sewage or trade effluents, works andplants for their treatment and to review the specifications and data relating to plants set up for treatment andpurification of water, laying down or annulling the effluent standards for trade effluents and for the quality ofthe receiving waters and laying down standards for treatment of trade effluents to be discharged. This legislationdebars any person from establishing any industry, operation or process or any treatment and disposal system,which is likely to discharge trade effluent into a stream, well or sewer without taking prior consent of theconcerned State Board.The Central Board and State Boards constituted under the Water Pollution Act are also required to performfunctions as per the Air Pollution Act for the prevention and control of air pollution. The Air Pollution Act aimsfor the prevention, control and abatement of air pollution. It is mandated under this Act that no person can,without the previous consent of the concerned State Pollution Control Board, establish or operate any industrialplant in an air pollution control area.The Environment Act has been enacted for the protection and improvement of the environment. The Actempowers the central government to take measures to protect and improve the environment such as laying downstandards for emission or discharge of pollutants, providing for restrictions regarding areas where industries mayoperate and so on. The central government may make rules for regulating environmental pollution.With respect to forest conservation, the Forest (Conservation) Act, 1980 prevents state governments frommaking an order directing forest land to be used for a non-forest purpose or an order assigning forest landthrough lease or otherwise to any private person or corporation not owned or controlled by the governmentwithout the approval of the central government. The Ministry of Environment and Forests mandates that„Environment Impact Assessment‟ must be conducted for projects. In the process, the said Ministry receivesproposals for the setting up of projects and assesses their impact on the environment before granting clearancesto the projects.The Environment Impact Assessment Notification S.O. 1533, issued on 14 September 2006 (the “EIANotification”) under the provisions of Environment (Protection) Act 1986, prescribes that new constructionprojects require prior environmental clearance of the Ministry of Environment and Forests, GoI. Theenvironmental clearance must be obtained from the Ministry of Environment and Forests, GoI according to theprocedure specified in the EIA Notification. No construction work, preliminary or other, relating to the settingup of a project can be undertaken until such clearance is obtained.Under the EIA Notification, the environmental clearance process for new projects consists of four stages –screening, scoping, public consultation and appraisal. After completion of public consultation, the applicantis required to make appropriate changes in the draft „Environment Impact Assessment Report‟ and the„Environment Management Plan‟. The final Environment Impact Assessment Report has to be submitted to theconcerned regulatory authority for its appraisal. The regulatory authority is required to give its decision within105 days of the receipt of the final Environment Impact Assessment Report.The Hazardous Wastes (Management and Handling) Rules, 1989 (the “Hazardous Wastes Rules”)The Hazardous Wastes Rules aim to regulate the proper collection, reception, treatment, storage and disposal ofhazardous waste by imposing an obligation on every occupier and operator of a facility generating hazardouswaste to dispose such waste without adverse effect on the environment, including through the proper collection,treatment, storage and disposal of such waste. Every occupier and operator of a facility generating hazardouswaste must obtain an approval from the Pollution Control Board. The occupier, the transporter and the operatorare liable for damages caused to the environment resulting from the improper handling and disposal ofhazardous waste. The operator and the occupier of a facility are liable for any fine that may be levied by therespective SPSB. Penalty for the contravention of the provisions of the Hazardous Waste Rules includesimprisonment up to five years and imposition of fines as may be specified in the EPA or both.92

Laws relating to EmploymentThe employment of construction workers is regulated by a wide variety of generally applicable labour laws,including the Contract Labour (Regulation and Abolition) Act, 1970, the Minimum Wages Act, 1948, thePayment of Bonus Act, 1965, the Building and Other Construction Workers (Regulation of Employment andConditions of Service) Act, 1996, the Payment of Wages Act, 1936, the Inter-State Migrant Workmen(Regulation of Employment and Conditions of Service) Act, 1979, the Factories Act, 1948, the Employees‟ StateInsurance Act, 1948, the Employees‟ Provident Fund and Miscellaneous Provisions Act, 1952, the Payment ofGratuity Act, 1972 and the various Shops and Commercial Establishments Acts.The Minimum Wages Act, 1948State governments may stipulate the minimum wages applicable to a particular industry. The minimum wagesmay consist of a basic rate of wages and a special allowance or a basic rate of wages and the cash value of theconcessions in respect of supplies of essential commodities or an all-inclusive rate allowing for the basic rate,the cost of living allowance and the cash value of the concessions, if any.Workmen are required to be paid for overtime at overtime rates stipulated by the appropriate government.Contravention of the provisions of this legislation may result in imprisonment for a term of up to six months or afine up to Rs. 500 or both.The Factories Act, 1948 (the “Factories Act”)The Factories Act defines a „factory‟ to mean any premises on which on any day in the previous 12 months, 10or more workers are or were working and on which a manufacturing process is being carried on or is ordinarilycarried on with the aid of power; or at least 20 workers are or were working on any day in the preceding 12months and on which a manufacturing process is being carried on or is ordinarily carried on without the aid ofpower. State governments prescribe rules with respect to the prior submission of plans, their approval for theestablishment of factories and the registration and licensing of factories.The Factories Act provides that the „occupier‟ of a factory (defined as the person who has ultimate control overthe affairs of the factory and in the case of a company, any one of the directors) shall ensure the health, safetyand welfare of all workers while they are at work in the factory, especially in respect of safety and propermaintenance of the factory such that it does not pose health risks, the safe use, handling, storage and transport offactory articles and substances, provision of adequate instruction, training and supervision to ensure workers‟health and safety, cleanliness and safe working conditions.If there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, theoccupier and manager of the factory may be punished with imprisonment for a term of up to two years or with afine of up to Rs.100,000 or with both, and in case of contravention continuing after conviction, with a fine of upto Rs.1,000 per day of contravention. In case of a contravention which results in an accident causing death orserious bodily injury, the fine shall not be less than Rs. 25,000 in the case of an accident causing death, andRs.5,000 in the case of an accident causing serious bodily injury.The Contract Labour (Regulation and Abolition) Act, 1970 (the “CLRA”)The CLRA requires establishments that employ or have employed on any day in the previous 12 months, 20 ormore workmen as contract labour to be registered and prescribes certain obligations with respect to the welfareand health of contract labour.The CLRA places an obligation on the principal employer of an establishment to which the CLRA applies tomake an application for registration of the establishment. In the absence of registration, contract labour cannotbe employed in the establishment. Likewise, every contractor to whom the CLRA applies is required to obtain alicence and not to undertake or execute any work through contract labour except under and in accordance withthe licence issued.To ensure the welfare and health of contract labour, the CLRA imposes certain obligations on the contractorincluding the establishment of canteens, rest rooms, washing facilities, first aid facilities, provision of drinkingwater and payment of wages. In the event that the contractor fails to provide these amenities, the principalemployer is under an obligation to provide these facilities within a prescribed time period.A person in contravention of the provisions of the CLRA may be punished with a fine or imprisonment, or both.93

The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act,1996 (the “Construction Workers Act”)The Construction Workers Act provides for the establishment of „Boards‟ at the state level to regulate theadministration of the Construction Workers Act. All enterprises involved in construction are required to beregistered within 60 days from the commencement of the construction works. The Construction Workers Actalso provides for regulation of employment and conditions of service of building and other construction workersincluding safety, health and welfare measures in every establishment which employs or employed during thepreceding year, 10 or more workers in building or other construction work. However, it does not apply inrespect of residential houses constructed for one‟s own purpose at a cost of less than Rs. One million and inrespect of other activities to which the provisions of the Factories Act, 1948 and the Mines Act, 1952 apply.Every employer must give notice of commencement of building or other construction work within 60 days fromthe commencement of the construction works.Comprehensive health and safety measures for construction workers have been provided through the Buildingand Other Construction Workers (Regulation of Employment and Conditions of Service) Central Rules, 1998.The Construction Workers Act provides for constitution of safety committees in every establishment employing500 or more workers with equal representation from workers and employers in addition to appointment of safetyofficers qualified in the field. Any violation of the provisions for safety measures is punishable with a fine orimprisonment or both.The Payment of Gratuity Act, 1972 (the “Gratuity Act”)The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine,oil field, plantation, port and railway company, every shop or establishment in which ten or more persons areemployed or were employed on any day of the preceding twelve months and in such other establishments inwhich ten or more persons are employed or were employed on any day of the preceding twelve months, as thecentral government may, by notification, specify. Penalties are prescribed for non-compliance with statutoryprovisions.Under the Gratuity Act, an employee who has been in continuous service for a period of five years will beeligible for gratuity upon his retirement, resignation, superannuation, death or disablement due to accident ordisease. However, the entitlement to gratuity in the event of death or disablement will not be contingent upon anemployee having completed five years of continuous service. The maximum amount of gratuity payable maynot exceed Rs. 0.35 million.Employees State Insurance Act, 1948 (the “ESI Act”)The ESI Act provides for certain benefits to employees in case of sickness, maternity and employment injury.All employees in establishments covered by the ESI Act are required to be insured, with an obligation imposedon the employer to make certain contributions in relation thereto. It applies to, inter alia, seasonal power usingfactories employing ten or more persons and non-power using factories employing 20 or more persons. Everyfactory or establishment to which the ESI Act applies is required to be registered in the manner prescribed in theESI Act. Under the ESI Act, every employee (including casual and temporary employees), whether employeddirectly or through a contractor, who is in receipt of wages upto Rs. 7,500 per month is entitled to be insured.In respect of such employees, both the employer and the employee must make certain contributions to theEmployee State Insurance Corporation. Currently, the employee‟s contribution rate is 1.75% of the wages andthat of employer is 4.75% of the wages paid/payable in respect of the employee in every wage period.The ESI Act states that a principal employer, who has paid contribution in respect of an employee employed byor through an immediate employer, shall be entitled to recover the amount of the contribution so paid from theimmediate employer, either by deduction from any amount payable to him by the principal employer under anycontract, or as a debt payable by the immediate employer.Employees Provident Fund and Miscellaneous Provisions Act, 1952 (the “EPF Act”)The EPF Act provides for the institution of compulsory provident fund, pension fund and deposit linkedinsurance funds for the benefit of employees in factories and other establishments. A liability is placed both onthe employer and the employee to make certain contributions to the funds mentioned above.94

Payment of Bonus Act, 1965 (the “Bonus Act”)Pursuant to the Bonus Act, an employee in a factory or in any establishment where 20 or more persons areemployed on any day during an accounting year, who has worked for at least 30 working days in a year iseligible to be paid a bonus. Contravention of the provisions of the Bonus Act by a company is punishable withimprisonment for a term of up to six months or a fine of up to Rs.1,000 or both, against persons in charge of,and responsible to the company for the conduct of the business of the company at the time of contravention.Inter-state Migrant Workers Act, 1979The Inter-state Migrant Workers Act, 1979 applies to any establishment or contractor who employees five ormore inter-state migrant workmen (whether or not in addition to other workmen) on any day of the precedingtwelve months. An „inter-state migrant workman‟ is defined under Section 2(e) to include any person who isrecruited by or through a contractor in one state under an agreement or other arrangement for employment in anestablishment in another state, whether with or without the knowledge of the principal employer in relation tosuch establishment. All such establishments employing migrant workers must be registered otherwise suchworkmen cannot be employed by them.Workmen’s Compensation Act, 1923The Workmen‟s Compensation Act, 1923 (“WCA”) has been enacted with the objective to provide for thepayment of compensation to workmen by employers for injuries by accident arising out of and in the course ofemployment, and for occupational diseases resulting in death or disablement. The WCA makes every employerliable to pay compensation in accordance with the WCA if a personal injury/disablement/ loss of life is causedto a workman (including those employed through a contractor) by accident arising out of and in the course of hisemployment. In case the employer fails to pay compensation due under the WCA within one month from thedate it falls due, the commissioner appointed under the WCA may direct the employer to pay the compensationamount along with interest and may also impose a penaltyLaws for Classification of Land UserUsually, land is classified under one or more categories, such as residential, commercial or agricultural. Landclassified under a specified category is permitted to be used only for such purpose. In order to use land for anyother purpose, the classification of the land needs to be changed in the appropriate land records by making anapplication to the relevant municipal or land revenue authorities. In addition, some state governments haveimposed certain restrictions on the transfer of property within such states. These restrictions include, amongothers, a prohibition on the transfer of agricultural land to non-agriculturalists, a prohibition on the transfer ofland to a person not domiciled in the relevant state and restrictions on the transfer of land in favour of a personnot belonging to a certain tribe.Laws Governing Development of Agricultural LandThe acquisition of land is regulated by state land reform laws, which prescribe limits up to which an entity mayacquire agricultural land. Any transfer of land that results in the aggregate land holdings of the acquirer in thestate to exceed this ceiling is void, and the surplus land is deemed, from the date of the transfer, to have beenvested in the state government free of all encumbrances. When local authorities declare certain agricultural areasas earmarked for townships, lands are acquired by different entities. While granting licenses for development oftownships, the authorities generally levy development/external development charges for provision of peripheralservices. Such licenses require approvals of layout plans for development and building plans for constructionactivities. The licenses are transferable on permission of the appropriate authority. Similar to urban developmentlaws, approvals of the layout plans and building plans, if applicable, need to be obtained.Service TaxService tax is charged on taxable services as defined in Chapter V of Finance Act, 1994, which requires aservice provider of taxable services to collect service tax from a service recipient and pay such tax to thegovernment. Several taxable services are enumerated under these service tax provisions which includeconstruction services, including construction of residential and commercial complexes.The Central Sales Tax Act, 195695

The Act lays down the principles for sale and purchase of goods for interstate trade import and export of goodsetc. Under this Act every dealer has to pay tax on interstate sale of goods carried out by him except those whichare generally exempted from tax under the sales tax law of the appropriate State and also those which areexempt in subsequent sales due to taxes paid in the previous transaction. The amended Act also widens thedefinition of a „dealer‟ keeping with the widened definition of „tax‟ by the forty-sixth Amendment of theConstitution. Under the Act every dealer who acquires liability to pay tax is required to file an application forregistration using the required form which is liable to be cancelled when the business ceases to exist or with thedeath of the dealer or due to failure to furnish security etc. Furthermore under the aforementioned forty-sixthamendment the definition of tax includes tax on the execution of work contracts and such tax thereby fallswithin the ambit of this Act.The Act empowers the State Government to direct non payment of tax, change the rate of tax levied and allownon payment with regard to certain class of persons specified in the notification issued by that Government.Section 10 provides for punishment with regard to contraventions such as failure to get oneself registered orfailure to furnish security. The Act further empowers the Central Government to make rules in respect of thematters contained in the Act and provides the State Governments with similar powers with regard to their Statesubject to the rules made by the Central Government. This power is curtailed by Section 15 which imposesrestrictions upon the State Governments in respect of imposition of tax on declared goods. Lastly the Act laysdown provisions relating to a Company in liquidation and lays down the procedural machinery for theimposition of the tax mentioned therein and appropriation of the proceedsValue Added Tax (“VAT”)VAT is charged by laws enacted by each state on a sale of goods effected in the relevant states. In the case ofconstruction contracts, VAT is charged on the value of property in goods transferred contracts. VAT is payableon road construction contracts. VAT is not chargeable on the value of services which do not involve a transferof goods.STATE LAWSThe significant state legislations, in the states where our Company operates, and their salient features are asprovided hereinbelow.Uttar Pradesh State Highways Authority Act, 2004The NH Act delegates the power to the states to make its own rules and regulations. Pursuant to this, the state ofUttar Pradesh has enacted the Uttar Pradesh State Highways Authority Act, 2004. This Act purported to set up a„State Highway Authority‟ for the purpose of development, maintenance and management of those statehighways that may be entrusted to it. The „State Highway Authority‟ performs functions including laying downof standards for design and construction of state highways and developing methods of performance basedmaintenance systems for maintenance of the state highways by private contractors.Uttar Pradesh Road Management BoardThe Uttar Pradesh Road Management Board is a statutory and independent road management board empoweredto manage the road fund. The said board implements usage of the funds, awards contracts and levies tolls,wherever may be feasible. It ensures that the benefits from private participation in the road sector includesincreased investment and improved efficiency with focus on road services (construction, operation andmaintenance) as well as construction of roads.Local Shops and Establishments LegislationsUnder the provisions of local shops and establishments legislations applicable in the states in whichestablishments are set up, establishments are required to be registered. Such legislations regulate the workingand employment conditions of the workers employed in shops and establishments including commercialestablishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, terminationof service, maintenance of shops and establishments and other rights and obligations of the employers andemployees.West Bengal State Tax on Professions, Trade, Calling and Employment Act, 1979The objective of this Act is to levy tax on every person engaged in professions, trades, callings andemployments. The Act requires for tax to be levied on both salaried employees as well as self employed96

persons. The Act provides for directions for both categories of taxpayers to apply for registration/ enrolment.Registered employers are required to file returns with receipted challan showing payment of tax. Enrolledpersons are required to pay tax only once in a financial year. Failure to do the same is penalized by payment ofinterest on the amount to. The Act also provides for prosecution for certain offences such as failure to pay tax,failure to furnish return etc.REGULATIONS REGARDING FOREIGN INVESTMENTForeign investment in Indian securities is governed by the provisions of the FEMA read with the applicableFEMA Regulations and the FDI Policy issued in November 2006 by the DIPP. Foreign investment is permitted(except in the prohibited sectors) in Indian companies either through the automatic route or the approval route,depending upon the sector in which foreign investment is sought to be made.Under the Industrial Policy and FEMA, Foreign Direct Investment (“FDI”) up to 100% is permitted under theautomatic route in projects for construction and maintenance of roads, highways, vehicular bridges, toll roads,vehicular bridges and ports and harbours. Further, subject to certain conditions and guidelines, the IndustrialPolicy and FEMA further permit up to 100% FDI in built-up infrastructure and construction developmentprojects which include, but are not restricted to, housing, commercial, premises, hotels, resorts, hospitals,educational institutions, recreational facilities and city and regional level infrastructure.Under the automatic route, no prior approval of the GoI is required for the issue of securities by Indiancompanies/acquisition of securities of Indian companies, subject to the sectoral caps and other prescribedconditions. Investors are required to file the required documentation with the RBI within 30 days of suchissue/acquisition of securities. If the foreign investor has any previous joint venture/tie-up or a technologytransfer/trademark agreement in the “same field” in India as on 12 January 2005, prior approval from the FIPBis required even if that activity falls under the automatic route, except as otherwise provided.Under the approval route, prior approval from the FIPB/RBI is required. FDI for the items or activities thatcannot be brought in under the automatic route may be brought in through the approval route. Approvals areaccorded on the recommendation of the FIPB, which is chaired by the Secretary, DIPP, with the Union FinanceSecretary, Commerce Secretary and other key Secretaries of the GoI as its members.Foreign Investment in the Real Estate SectorSubsequent to 3 March 2005, foreign investment in development of townships, housing, built-up infrastructureand construction development projects including, among other things, commercial premises, hotels, resorts,hospitals and city and regional level infrastructure up to 100%, is permitted under the automatic route, where noapproval of the FIPB is required, subject to certain conditions and policy guidelines notified through Press Note2 (2005). A short summary of the conditions is provided hereinbelow:1. Minimum area to be developed under each project would be as under:i. In case of development of serviced housing plots, a minimum land area of 10 hectaresii. In case of construction-development projects, a minimum built up area of 50,000 sq. mts.iii. In case of a combination project, anyone of the above two conditions would suffice.2. The investment would be subject to the following conditions:i. Minimum capitalization of US$10 million for wholly owned subsidiaries and US$ 5 millionfor joint ventures with Indian partners. The funds would have to be brought in within sixmonths of commencement of business of the company.ii. Original investment cannot be repatriated before a period of three years from completion ofminimum capitalization. However, the investor may be permitted to exit earlier with priorapproval of the Government through the FIPB.3. At least 50% of the project must be developed within a period of five years from the date of obtainingall statutory clearances. The investor is not permitted to sell “undeveloped plots”.For the purpose of this clause “undeveloped plots” have been defined to mean those plots where roads,water supply, street lighting, drainage, sewerage, and other conveniences, as applicable underprescribed regulations, have not been made available. It is necessary that the investor provides this97

infrastructure and obtains the completion certificate from the concerned local body/service agencybefore he is allowed to dispose of serviced housing plots.4. The project shall have to conform to the norms and standards, including land use requirements andprovision of community amenities and common facilities, as laid down in the applicable buildingcontrol regulations, bye-laws, rules, and other regulations of the State Government municipal/ localbody concerned.5. The investor shall be responsible for obtaining all necessary approvals, including those of thebuilding/layout plans, developing internal and peripheral areas and other infrastructure facilities,payment of development, external development and other charges and complying with all otherrequirements as prescribed under applicable rules/bye-laws/regulations of the State GovernmentMunicipal/Local Body concerned.Please note that the Government, through Press Note 2 (2006 Series) dated 16 January 2006 hasclarified that the provisions of Press Note 2 (2005) as discussed aforesaid, shall not apply toestablishment and operation of hotels and hospitals, which shall continue to be governed by Press Note4 (2001 Series) dated 21 May 2001 and Press Note 2 (2000 Series) dated 11 February 2000,respectively.Investment by FIIsFIIs including institutions such as pension funds, mutual funds, investment trusts, insurance and reinsurancecompanies, international or multilateral organizations or their agencies, foreign governmental agencies,sovereign wealth funds, foreign central banks, asset management companies, investment managers or advisors,banks, trustees, endowment funds, university funds, foundation or charitable trusts or societies and institutionalportfolio managers can invest in all the securities traded on the primary and secondary markets in India. FIIs arerequired to obtain an initial registration from SEBI and a general permission from the RBI to engage intransactions regulated under the FEMA. FIIs must also comply with the provisions of the FII Regulations. Theinitial registration and the RBI‟s general permission together enable the registered FII to buy (subject to theownership restrictions discussed below) and sell freely, securities issued by Indian companies, to realize capitalgains or investments made through the initial amount invested in India, to subscribe or renounce rights issues forshares, to appoint a domestic custodian for custody of investments held and to repatriate the capital, capitalgains, dividends, income received by way of interest and any compensation received towards sale orrenunciation of rights issues of shares.6. FIIs are permitted to purchase shares of an Indian company through public/private placement under:i. Regulation 5 (1) of the FEMA Regulations, subject to terms and conditions specified underSchedule 1 of the FEMA Regulations (“FDI Route”).ii. Regulation 5 (2) of the FEMA Regulations subject to terms and conditions specified underSchedule 2 of the FEMA Regulations (“PIS Route”).In case of investments under FDI Route, investments are made either directly to the company account, orthrough a foreign currency denominated account maintained by the FII with an authorised dealer, wherein FormFC-GPR is required to be filed by the company. Form FC-GPR is a filing requirement essentially forinvestments made by non-residents under the „automatic route‟ or „approval route‟ falling under Schedule 1 ofthe FEMA Regulations.In case of investments under the PIS Route, investments are made through special non-resident rupee account,wherein Form LEC (FII) is required to be filed by the designated bank of the FII concerned. Form LEC (FII) isessentially a filing requirement for FII investment (both in the primary as well as the secondary market) madethrough the PIS Route.Foreign investment under the FDI Route is restricted/ prohibited in sectors provided in part A and part B ofAnnexure A to Schedule 1 of the FEMA Regulations.Ownership Restrictions of FIIsThe issue of securities to a single FII under the PIS Route should not exceed 10% of the issued and paid-upcapital of the company. In respect of an FII investing in securities on behalf of its sub-accounts, the investmenton behalf of each sub-account shall not exceed 10% of the total issued and paid-up capital. The aggregate FII98

holding in a company cannot exceed 24% of its total paid-up capital. The said 24% limit can be increased up to100% by passing a resolution by the board of directors followed by passing a special resolution to that effect bythe shareholders of the company.Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms ofRegulation 15A(1) of the FII Regulations, an FII may issue, deal or hold, offshore derivative instruments such as“Participatory Notes”, equity-linked notes or any other similar instruments against underlying securities listed orproposed to be listed on any stock exchange in India only in favour of those entities which are regulated by anyrelevant regulatory authorities in the countries of their incorporation or establishment subject to compliance of“know your client” requirements. An FII or their Sub-Account shall also ensure that no further downstreamissue or transfer of any instrument referred to hereinabove is made to any person other than a regulated entity.FIIs and their Sub-Accounts are not allowed to issue offshore derivative instruments with underlying asderivatives.Calculation of total foreign investment in Indian companiesPursuant to Press Note 2 (2009 Series), effective from 13 February 2009, issued by the DIPP (“Press Note 2”)read with the clarificatory guidelines for downstream investment under Press Note 4 (2009 Series) dated 25February 2009 issued by the DIPP (“Press Note 4”, collectively with Press Note 2, the “Press Notes”), allinvestments made directly by a non-resident into an Indian company would be considered as foreign investment.Such foreign investments into an Indian company which is undertaking operations in various economicactivities and sectors (“Operating Company”) would have to comply with the relevant sectoral conditions onentry route, conditionalities and caps. Foreign investments into an Indian company, being an OperatingCompany and making investments through equity, preference or compulsory convertible debentures in anotherIndian company (“Operating cum Investing Company”) would have to comply with the relevant sectoralconditions on entry route, conditionalities and caps in regard of the sector in which such company is operating.Foreign investment into an Indian company making investments through equity, preference or compulsoryconvertible debentures in another Indian company (“Investing Company”) will require the prior approval of theFIPB, regardless of the amount or extent of foreign investment. Further, foreign investment in an Indiancompany without any downstream investment and operations requires FIPB approval regardless of the amountor extent of foreign investment.The Press Notes further provide that foreign investment in an Investing Company would not be considered as„foreign investment‟ if such Investing Company is „owned‟ and „controlled‟ by resident Indian citizens andIndian companies, which are owned and controlled by resident Indian citizens.An Indian company would be considered to be „owned‟ by resident Indian citizens and Indian companies, whichare owned and controlled by resident Indian citizens if more than 50% of the equity interest in it is beneficiallyowned by resident Indian citizens and Indian companies, which are owned and controlled ultimately by residentIndian citizens. Further, an Indian company would be considered to be “controlled” by resident Indian citizensand Indian companies, which are owned and controlled by resident Indian citizens if the power to appoint amajority of its directors vests with the resident Indian citizens and Indian companies, which are owned andcontrolled by resident Indian citizens.Downstream investment by such Indian companies would not be considered towards indirect foreigninvestment, regardless of whether such companies are Operating Companies, Operating cum Investingcompanies, Investing Companies or Indian companies without any operations.In case of Investing Companies which are either „owned‟ or „controlled‟ by Non-Resident entities, only suchinvestment made by such Investing Company would be considered as indirect foreign investment and not theforeign investment in the Investing Company. However, if the Investing Company continues to be beneficially„owned‟ and „controlled‟ by resident Indian citizens and Indian companies, which are owned and controlled byresident Indian citizens, any further foreign investment by such Investing Company would not be considered asindirect foreign direct investment in the subject Indian company and would be outside the purview of Press Note2.As per applicable laws, a member of a company, whose name is entered in the register of members, is entitled toall beneficial interests in the shares of the said company. However, beneficial ownership would also meanholding of a beneficial interest in the shares of a company, while the shares are registered in someone else‟sname. In such cases, where beneficial ownership lies with someone else, the same can further be evidenced by99

Form 22B which needs to be filed with Registrar of Companies by the company (upon receipt of declaration bythe registered and beneficial owner regarding transfer of beneficial interest).Press Note 4 provides guidelines relating to downstream investments by Indian companies that have foreigninvestment. These guidelines are based on the principle that downstream investments by Indian companiesowned or controlled by foreign entities should follow the same rules as those applicable to direct foreigninvestment. In respect of downstream investments by Indian companies that are not owned or controlled byforeign entities, there would not be any restrictions.For the purpose of downstream investments, Press Note 4 classifies Indian companies into (i) operatingcompanies, (ii) operating-and-investing companies and (iii) investing companies. In connection with foreigninvestment in these categories of Indian companies, Press Note 4 provides that:1. Operating company: Foreign investment in an operating company will need to comply with the termsand conditions for foreign investment in the relevant sector(s) in which such company operates;2. Operating-and-investing company: Foreign investment in such a company will need to comply with theterms and conditions for foreign investment in the relevant sector(s) in which such company operates.Further, the investee Indian company in which downstream investments are made by such companywill need to comply with the terms and conditions for foreign investment in the relevant sectors inwhich the investee Indian company operates; and3. Investing company: An “investing company” has been defined under Press Note 4 as an Indiancompany holding only direct or indirect investments in other Indian companies other than for trading ofsuch holdings. Any foreign investment in such company will require the prior approval of the FIPB.Press Note 4 further provides that foreign investment in an Indian company that does not have (i)any operations, and (ii) any downstream investments, will require the prior approval of the FIPB.It may, however, be noted that in case of Indian companies which are wholly owned subsidiaries of Operatingcum Investing Companies/ Investing Companies, the entire foreign investment in the Operating cum InvestmentCompanies/ Investing Companies will be considered as indirect foreign investment.It may be noted that the DIPP has issued „Circular 1 of 2010‟ (the “FDI Circular”) which consolidates thepolicy framework on FDI, with effect from 1 April 2010. The FDI Circular consolidates and subsumes all thepress notes, press releases, clarifications on FDI issued by DIPP as on 31 March 2010. All the press notes, pressreleases, clarifications on FDI issued by DIPP as on 31 March 2010 stand rescinded as on 31 March 2010.100

HISTORY AND CORPORATE STRUCTUREOverviewJain Infraprojects Limited was incorporated on 7 November 2006 by converting M/s. Bengal Construction Co,(“BCC”), a Partnership firm, under Part IX of the provisions of the Companies Act, 1956 (“Part IXConversion”). BCC was originally formed by a Partnership Deed dated 31 March 2000 executed by andbetween Mr. Manoj Kumar Jain and Mr. Suraj Kumar Jain (the “Partnership Deed”). The said PartnershipDeed was reconstituted on 1 September 2001 and a reconstituted partnership deed was executed by and betweenMr. Manoj Kumar Jain, Mr. Suraj Kumar Jain and Smriti Food Park Private Limited (“ReconstitutedPartnership Deed”). Further, the Reconstituted Partnership Deed was once again reconstituted on 1 April 2004and a reconstituted partnership deed was executed by and between Mr. Manoj Kumar Jain, Mr. Suraj KumarJain and Smriti Food Park Private Limited (“Second Reconstituted Partnership Deed”). Subsequently, on 1April 2005, the Second Reconstituted Partnership Deed was once again resonsituted and a reconstitutedpartnership deed was executed by and between Mr. Manoj Kumar Jain, Mr. Suraj Kumar Jain, Smriti Food ParkPrivate Limited and Prakash Endeavours Private Limited (“Third Reconstituted Reconstituted PartnershipDeed”). Therafter, on 31 March 2006, the Third Reconstituted Partnership Deed was once again reconstitutedand a reconstituted partnership deed was executed by and between Mr. Manoj Kumar Jain, Smriti Food ParkPrivate Limited, Prakash Endeavours Private Limited, Tushita Builders Private Limited, Mrs. Rekha Jain, Mr.Darshan Lal Jain and Mrs. Janki Devi Jain (“Fourth Reconstituted Partnership Deed”). Finally, on 7November 2006 the said partnership formed by the Deed was dissolved and our Company was formed under thename and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar ofCompanies located at Kolkata, West Bengal. The name of the Company was subsequently changed to “JainInfraprojects Limited” from Bengal Infrastructure Limited” and a fresh certificate of incorporation was issued tous by the Registrar of Companies at Kolkata, West Bengal on 21 December 2006. Upon conversion of thepartnership formed by the Deed all assets and liabilities vested with the partnership was transferred to BengalInfrastructure Limited, the erstwhile name of our Company.Corporate Profile of Our CompanyOur Company and the erstwhile Partnership firm have been in the business of integrated construction andinfrastructure development and providing engineering, procurement and construction services for infrastructureprojects in India. The primary project expertise of the Company is in the construction of Roads & Highways,Industrial and Technical Building, Hospitals and Colleges, Integrated Townships and Land DevelopmentIrrigation Systems.Changes in Registered Office of Our CompanyThe Registered Office of the Company at the time of incorporation was “Premlata Building”, 5 th floor, 39Shakespeare Sarani, Kolkata – 700 017. With effect from 6 February 2008, the Registered Office of theCompany was shifted to Spencer Plaza, Ground floor, Burdwan Road, Siliguri – 734 005 as two of theshareholders of our Company (Prakash Endeavours Private Limited and Smriti Food Park Private Limited) werelocated in Siliguri. Thereafter, due to business reasons, the Registered Office of the Company was shifted backto “Premlata Building”, 5 th floor, 39 Shakespeare Sarani, Kolkata – 700 017 with effect from 31 March 2009.Major Events in the History of our CompanyA. Before Part IX ConversionYearEvent31 March 2000 BCC was formed by a Partnership Deed made between Mr Manoj Kumar Jain and MrSuraj Kumar Jain on 31 March 2000.1 September 2001 The Partnership Deed was reconstituted and the Reconstituted Partnership Deed wasexecuted by Mr Manoj Kumar Jain, Mr Suraj Kumar Jain and Smriti Food Park PrivateLimited.29 November 2001 BCC obtained a work order valued at Rs. 2.04 Crores from M/s. Bharat Drilling andFoundation Treatment Private Limited., Ranchi for construction of a 5-KM Link Roadfrom NH-31C to Sastugachh via Phakhirdeep and a 5-KM Link Road from BijoynagarT.E. to Nakshabari Kharibai by-pass road via Buragunj in Siliguri under the Division ofExecutive Engineer (RD), Siliguri, Mahakuma Parishad, Siliguri.1 April 2005 The Second Reconstituted Partnership Deed was further reconstituted and the Third101

YearEventReconstituted Partnership Deed was executed by Mr Manoj Kumar Jain, Mr SurajKumar Jain, Smriti Food Park Private Limited and Prakash Endeavours Private Limited.31 March 2006 The Third Reconstituted Partnership Deed was once again reconstituted and a FourthReconstituted Partnership Deed was executed by and between Mr. Manoj Kumar Jain,Smriti Food Park Private Limited, Prakash Endeavours Private Limited, TushitaBuilders Private Limited, Mrs. Rekha Jain, Mr. Darshan Lal Jain and Mrs. Janki DeviJain.4 September 2006 BCC was awarded a works order by National Building Construction CorporationLimited (“NBCCL”), for constructing 10 “C” Type Quarters (G+2), 2 “A” TypeQuarters (G+2), 3 “ME” Type Quarters (G+2), 7 “B” Type Quarters (G+2), 3 “MB”Type Quarters (G+2) including the work of internal water supply and sanitation atMTPS, DVC, Mejia. The said contract was valued at Rs. 1,230 Lacs.B. After Part IX ConversionYear7 November 200610 November 20064 December 200621 December 200628 July 20087 October 200822 April 20092009-10EventUnder the provisions of Part IX of the Companies Act, BCC converted into a companyand a fresh certificate of incorporation was issued by the Registrar of Companies locatedat Kolkata, West Bengal with the name “Bengal Infrastructure Limited”.Certificate of Commencement of Business was issued by the Registrar of Companies,located at Kolkata, West Bengal.Our company was awarded a works order by NBCCL for construction of weir withallied structures across river Damodar at DVC, CTPS, Chandrapura, Dist. Bokaro,Jharkhand. The value of the contract was Rs. 1,893 Lacs.Name of the company was changed to Jain Infraprojects Limited and a fresh Certificateof Incorporation obtained consequent upon change of name from the Registrar ofCompanies, West Bengal.JIL was awarded the ISO 9001:2000 Certification by Kvalitet Veritas Quality Assurancefor its product or services in the Civil, Mechancial, Electrical Engineering Jobs andConstruction of Roads, Buildings and Bridges.Our Company bagged an order of over Rs. 36,600 Lacs from Uttar Pradesh RajkiyaNirman Nigam Limited, Uttar Pradesh.Our Company was awarded construction of Kolkata Sports City (Integrated SportsComplex along with Commercial and Residential Complex) at Rajarhat, West Bengal.Our Company entered into its first overseas contract as Tarhuna Utilities Joint VentureProject with National Housing & Utilities Company S.A. - Construction of WaterNetworks, Sanitary Drainage Networks, Rainwater Drainage Networks, Road Networksand Telecom & Telecommunication Networks, Libya for LYD 1989 Lacs (as perexchange rate prevailing on [], the Rupee value is Rs. 72,725 Lacs).Main Objects of our CompanyThe main objects of our Company as contained in the Memorandum of Association are as follows:1. To become vested with and to continue the partnership firm business now being carried on under the nameand style of “Bengal Construction Co” including all its assets, rights, interests, benefits, titles,approvals, registrations, permits, facilities, concessions, sanctions, privileges, licenses, debts,liabilities of the parties hereto in the partnership business and in connection therewith and BengalConstruction Company shall cease to exist on incorporation of this company.2. To carry on the business of construction, development, creation, expansion, design, modernization,management and maintenance of infrastructure projects and roads, highways, bridges, flyovers,airports, ports, railways, environmental engineering, management sanitation, water, waterways,sewerage disposal, industrial estates, townships, industrial parks, food parks, bio-technical parks orany other facility of similar nature and to acquire, purchase, exchange, hire, buy, sell, construct, build,develop, promote, execute, undertake, maintain, manage, run, model, erect, demolish, furnish,improve, enlarge, pulling down, decorate, architect, or otherwise, deal in lands, buildings, properties,commercial and industrial complexes, residential complexes, office building, houses, flats, apartments,hospitals, shopping malls, hotels, resorts, restaurants, cineplexes, multiplexes, amusement parks, golf102

course, film city, clubs, educational institute, place of worships, reading rooms, library, dairy farms,agro projects and all other kind of immovable electronics and telecommunication engineering and toact as a consultant, advisor, agent to mobilize resources and to arrange private and or governmentsector participants for development of infrastructure projects, joint ventures, foreign collaborationprojects etc.3. To carry on the business of real estate, developers, builders, promoters, architects, engineers, designers,erectors fabricators, and taking-up the work of construction of buildings, offices, places of publicamusement, public buildings, road, bridges, dams, power projects, townships, houses, turnkey projects,electrical contracts, furnishing contractors, interior decoration, wood work, painting contracts,plastering laying of tiles and marbles and acquire by purchase, lease, exchange, joint venture,contract, invest, deal, hire or otherwise and further act as brokers and agents, develop or operate land,buildings and hereditament or any tenure and description and any estate or interest therein, and anyright over to or connected by land building so situated and to develop or to run the same to accountsmay seem expedient and in particular by preparing building sites and purchase and sale of landsand/or buildings and owing, buying, selling, hiring, letting, sub-letting, maintaining, allotting,transferring allotment, administering, dividing and sub-dividing and holding by construction, reconstructing,altering , improving, decorating, furnishing, and maintaining hotels, rooms, inns, flats,houses, apartments, restaurants, cinema houses, market shops, workshops, mills, factories,warehouses, cold storages, wharves, godowns, offices, safe deposit values, hostels, gardens, swimmingpools, place of education, place of worship, play ground, building immovable property of any kindworks and convenience of all kinds by leasing, hiring letting or disposing of the same and to act asbroker and commission agents in real estate business and to act as a general contractor and to do anyconstruction, manufacturing, building, road making, engineering and all other kinds and descriptionswhatsoever for any person, firm, company, public body, government, army, navy, railways, etc. by thecompany itself or in partnership with such company or individuals or persons as may be thought fit bythe directors and to deal in all types of building materials like cement, sand iron and steel, stones andstone chips, woods, bricks etc along-with hardware, fittings and other accessories and materials usedin construction and decoration.The Object clause of the Memorandum of Association enables the company to undertake activities for which thefunds are being raised in this issue and also the activities, which the company has been carrying on till date.Amendments to our Memorandum of AssociationSince incorporation, the following amendments have been made to our Memorandum of Association:Sr. No. Date of Shareholder‟sChanges in the Memorandum of AssociationApproval (AGM/EGM)1 15 December 2006 Change in the authorized Capital i.e. increase of Equity Share Capitalfrom Rs. 500 Lacs to Rs. 1000 Lacs.3 30 March 2007 Change in the authorized Capital i.e. increase of Equity Share Capitalfrom Rs. 1000 Lacs to Rs. 3000 Lacs.4 19 September 2009 Change in the authorized Capital i.e. increase of Equity Share Capitalfrom Rs. 3000 Lacs to Rs. 6000 Lacs.Change of NameSince incorporation, the name of the Company has changed only once, which is as follows:Sr. No. Date of Shareholder‟sChanges in the Memorandum of AssociationApproval (AGM/EGM)2 21 December 2006 Change in the name of the company from Bengal Infrastructure Limitedto Jain Infraprojects Limited.103

OUR SUBSIDIARYJain Infra Global-F.Z.E. (“Jain Global”)Jain Infra Global-F.Z.E. is the only subsidiary of our Company. Jain Global is promoted by our Company andhas been incorporated as our wholly owned overseas subsidiary. The registered office of Jain Global is situatedat Azman Free Trade Zone, United Arab Emirates.Principal Business of Jain GlobalJain Global has been formed mainly to carry out general trading activities and is dealing in infrastructureproducts and allied services, particularly in United Arab Emirates.Board of directors of Jain GlobalThe Manager/Director of Jain Global as of 31 December 2009 is:Name Age Position Director SinceAmol Chandrakant Kishte 27 Manager/Director 22 January 2009Shareholding Pattern of Jain Global as of 31 March 2010Name of the ShareholdersAmol Chandrakant Kishte on behalf of JainInfraprojectsNo. of Equity Shares of % of total EquityAED 1,000/- eachholding365 100Financial Information of Jain Global(in AED)Particulars FY 2007 FY 2008 FY 2009Sales and Other Income NA NA 2,97,68,209PAT NA NA 8,50,226Equity Capital NA NA 3,65,000Reserves (excluding revaluation reserves) NA NA 8,50,226EPS (AED) NA NA 2329Book Value (AED) NA NA 3329Other InformationJain Global is not listed on any Stock Exchange. Jain Global is neither a sick industrial company nor is it underwinding up.104

MATERIAL CONTRACTSStrategic Alliance Agreement between our Company and MIDAS Information Technology Company LimitedOn 22 May 2007, our Company entered into a Strategic Alliance Agreement with MIDAS InformationTechnology Company Limited (“MIDAS”) for providing structural engineering services, including, structuralschematic design (SD) and structural design development (DD) for projects undertaken by the Company(“Agreement”). The alliance shall be for a period of five (5) years or completion of projects, whichever isearlier. Under the said Agreement MIDAS will also be required to review the contract documents prepared bythe local structural consulting. Further, MIDAS will also prepare SD documents which will be sufficientlyillustrating structural recommendations on efficient and economical design. Our Company agrees to use thetechnical know how furnished by MIDAS only for the purposes stated in the Agreement and not divulge thesame to any third party.Memorandum of Understanding between our Company and GMP InternationalIn December 2008, a memorandum of understanding (“MOU”) was entered into between GMP International(“GmbH”) and our Company for participating in the bidding process and executing of the proposed sportstownship to be developed at Dharsa Moktarpur & Mohammad Mouzas in Rajarhat, Kolkata. Under the MOU,GmbH would be the architects and the Company, the developers. The parties have agreed to amalgamate theexperience, expertise and the resource pool. Once the sports township is awarded to the Company, this MOUwould be converted into an agreement. This MOU was an exclusive arrangement between the two parties.Memorandum of Understanding between our Company and Jain Realty LimitedOn 22 April 2009, the Sports Wing, Sports & Youth Services Department, Government of West Bengal(“Sports Wing”) issued a letter of intent for setting up the sports township at Rajarhat in Mouza Dharsa,Mukhtarpur and Mohammadpur over 250 acres of land (“Sports City Complex”). On 16 June 2009, the SportsWing issued the work order (“Work Order”) in this regard to us. In relation to the same, our Company hasprovided a bank guarantee of Rs. 50,00,000 to the Sports Wing as required under the Work Order. Of the entire250 acres proposed for the Sports City Complex, 50 acres of land will be developed solely for the purpose ofsports facilities, comprising one multipurpose sports outdoor stadium, two football practice grounds, one indoorstadium, astro-turf laid hockey stadium, aquatic complex and a tennis complex and the balance 200 acres of landcan be commercially developed into residential complex, commercial sectors, service apartments, shoppingmalls cum amusement centres by the Company. Our company shall be responsible for procuring the land for thesaid project.In order to fulfil the letter of intent and the Work Order, on 25 September 2009, we entered into a memorandumof understanding with Jain Realty Limited (“MoU”). Under the MoU, Jain Realty Limited while undertaking thework for Sports City Complex is required to comply with the specifications setout in the Letter of Intent and nodeviations from the specification shall be acceptable unless specifically approved by the Sports Wing.Jain Realty shall be responsible for the development of 50 acres of the project land for the sports facilities inaccordance with the Work Order sanctioned by the Sports Wing and the development and sale of theconstruction on the 200 acres for the permissible activities as sanctioned by the Government of West Bengal.Upon completion of the construction of the sports facilities we will be required to maintain them for a period 10years, where upon the same shall be handed over to the Government of West Bengal free of cost.Under the said MOU we will be responsible for the construction of the sports facilities on the 50 acres andpermissible constructions as sanctioned by the Government of West Bengal on the 200 acres of the project land.The cost of total construction of the project, on turnkey basis has been estimated to be Rs 2174.12 Crores.Further, Jain Realty Limited shall be responsible for arranging finance required for the project which includesinter alia the cost of the land. In case of variation of specification the Company will be entitled to charge forextra work and escalation in price of material. The Company shall also be entitled to normal escalation incontract price for increase in price beyond 3 percent of the price considered in the BOQ. Jain Realty Limitedshall make payments to the Company upon receipt of invoices from Jain Realty Limited on monthly basis. Allsuch invoices raised shall be settled within a period on 15 days and in case of delay interest at the rate of 18%.Development Agreement between our Company and Jain Realty Limited105

The Company had entered into a development agreement (“Agreement”) with Jain Realty Limited for grant ofirrevocable and absolute development rights of land owned by the Company situated at 16, Belvedere Road,Kolkata – 700027 (“Property”) for the purposes of construction and sale of residential bungalows on the saidland (“Project”). Under the Agreement, the Company would convey 50% of the undivided share in the Propertyand car parking spaces to JRL in return of which JRL would construct and deliver 50% of the built up area withproportionate car parking spaces to the Company. Further, vide the Agreement, the Company has authorisedJRL to take all actions necessary, in respect of the Property, for execution of the Project. The Company and JRLwould be entitled to the sale proceeds arising out of the sale of their respective shares in the Property. JRL is toprovide an interest free deposit of Rs. 3,000 Lacs to the Company, of which Rs. 2,400 Lacs would be depositedby October, 2008 and the balance Rs. 600 Lacs would be deposited by the third quarter of 2009-10. The saiddeposit is to be refunded by the Company to JRL upon completion of the Project. As contemplated in theAgreement, the said Project is to be completed by October, 2010.106

OUR MANAGEMENTUnder our Articles of Association, we cannot have fewer than three directors and there is no limit on themaximum number of directors. We currently have four directors on our Board.The following table sets forth details regarding our Board as of the date of filing of this Draft Red HerringProspectus with SEBI:Name, Father‟s Name, Addressand OccupationMr. Mannoj Kumar JainFather‟s name- Darshan Lal JainAddress- 7, Iron Side RoadKolkata - 700019West BengalIndustrialistDIN- 00499162Age Status of Director(Years) in our Company36 ChairmanExecutive DirectorOther Directorships1. Jain Steel and Power Limited2. Jain Energy Limited3. Jain Coke and Power Private Limited4. Prakash Petrochemicals PrivateLimited5. Bengal Infrastructure DevelopmentPrivate Limited6. Jain Infra Developers Private Limited7. Jain Space Infra Venture Limited8. Jain Realty Limited9. Prakash Endeavours Private Limited10. Prakash Vanijya Private Limted11. Jain Technologies Private Limited12. Tushita Builders Private Limted13. Jain Heavy Industries Private Limited14. Global Space Infrastructure PrivateLimited15. Odyssey Realtors Private Limited16. MK Media Private Limited17. Jain Natural Resources Limited18. Jain Energy Trading Limited19. Jain Power Limited20. Jain Renewable Energy PrivateLimited21. Trinity Nirman Private Limited22. Neptune Plaza Maker Private Limited23. Suraj Abasan Private Limited24. Jain Solar Energy Private Llimited25. Glossy Developers Private Limited26. Smriti Food Park Private LimitedMr. Ashok Kumar ChadhaFather‟s Name – BishamberNath ChadhaAddress- C-554, Ground Floor,Defence Colony,New Delhi – 110024ServiceDIN- 0124202360 Executive Director 1. Jain Steel and Power Limited2. Jain Natural Resources Limited3. Jain Power Limited4. Jain Energy Trading Limited5. Jain Realty Limited6. Skoda (India) Private Limited7. Jain Renewable Energy PrivateLimited8. Jain Energy Limited9. Skoda (India) Trading Private Limited10. Jain Solar Energy Limited11. Sunset Resorts Limited12. Finprop Estates Private LimitedMr.Bimalendu ChakrabartiFather‟s Name- Devi PrasadChakrabarti61 IndependentNon-executiveNil107

Name, Father‟s Name, Addressand OccupationAge(Years)Status of Directorin our CompanyOther DirectorshipsAddress- B-21, Mayfair Garden,Little Gibbs Road, Malabar Hill,MumbaiMaharashtra- 400 006RetiredDIN- 00017513Mr. Sunder Shyam DuaFather‟s Name- Mr. AtmaramDuaAddress- L-327,TaraporeTower, Oshiwara,Andheri (W),MumbaiMaharashtra -400 058RetiredDIN- 01231998Brief Details of Board of Directors72 IndependentNon-executive1. CORE Projects & Tecnologies Limited2. ICSA (India) Limited3. CORE Education Infratech LimitedMr. Mannoj Kumar Jain, aged 36 years, Chairman of our Company. He is a graduate from the University ofNorth Bengal. He is involved in strategy planning, execution and management. He started the group‟s businessoperations in 2000 in the field of infrastructure (road and highway construction) under the name and style ofM/s. Bengal Construction Co, which later got converted into Jain Infraprojects Limited. He is the founderChairman of “Jain Group of Industries”.Mr. Ashok K Chadha, aged 60 years, Vice Chairman and Managing Director, has 40 years of experience in theindustry across various verticals and functions spread from over manufacturing to finance. He began his careerin 1970 with ICI India Limited and over a span of 29 years, was assigned jobs in various capacities in India andoverseas. In 1999, he moved on from ICI to Haldia Petrochemicals Limited and after a stint of two years, hejoined Indo Rama Synthetic (I) Limited in 2001. In 2007, he joined Avenue Asia Advisors Private Limited, asExecutive Director in-charge of the Asset Management Group for Asia including India, China and the Far Eastfor select verticals. In 2009, he joined the Jain Group as Vice Chairman and Managing Director.Mr. Bimalendu Chakrabarti, aged 61 years, is the Independent Director of the Company. He is a CommerceGraduate and a Member of Institute of Chartered Accountants of India. He has experience in the fields ofinsurance, finance and investment. He retired as a CMD of New India Assurance Company Limited. Prior tothis he was also the CMD in National Insurance Company Limited. He has more than 38 years experience invarious corporates with different capacities. He was a member of various bodies like Investment Committee ofLife Insurance Corporation of India, Tariff Advisory Committee etc. He also held the position of the Chairmanin Prestige Assurance plc, Lagos, Nigeria, India, International Insurance Pte. Limited., Singapore.Mr. Sunder Shyam Dua, aged 72 years, is the Independent Director of the Company. He holds a Bachelorsdegree in Engineering (Electrical). He retired as a director of BSES (Technical) Limited. Prior to this he was anacting CMD at BSES Limited. He has worked with various PSUs like BSES, NTPC, BTPS etc. He has about 47years of experience in the field of installation, operation, maintenance of thermal power stations and electricitytransmission and distribution.Borrowing Powers of the Board of DirectorsPursuant to resolution dated 30 November 2009 passed by our shareholders at the Extra Ordinary GeneralMeeting of the Company, in accordance with the provisions of section 293(1)(d) of the Companies Act, theBoard has been authorized to borrow such sums of money for the purpose of our Company and upon such terms108

and conditions and as the Board of Directors may think fit, for the purpose of the business of the Companyprovided that the money or monies to be borrowed together with the monies already borrowed by our Company(apart from temporary loans obtained from the Company‟s bankers in the ordinary course of business) shall notexceed, at any time, the aggregate of the paid-up capital of the Company and its free reserves, if any, that is tosay reserves not set apart for any specific purpose, provided that the total amount of moneys to be borrowed bythe Board together with monies already borrowed (apart from temporary loans obtained from the Company‟sbankers in the ordinary course of business) shall not at any time exceed a sum of Rs. 4,00,000 Lacs.Details of Terms of Appointment of our DirectorsName Contract / Appointment Letter /ResolutionMr. MannojKumar JainFirst appointment by a BoardResolution dated 8 November 2006.Board Resolutions dated 10November 2006 and shareholderresolution dated 15 December 2006appointing him as a managingdirector.TermWhole-time Directorappointed for 3 yearswith effect 10 November2009 not liable to retireby rotationDate of expiry of termNot ApplicableRe-appointed by a Board resolutiondated 19 September 2009 andshareholders resolution dated 30November 2009.Agreement dated 10 November2006. Renewed Agreement dated 21September 2009 was executedappointing him for the period ofanother 3 years w.e.f. 10 November2009Mr. AshokKumarChadhaBoard Resolution dated 24 June2009 and Shareholder Resolutiondated 19 September 2009Whole-time Directorappointed for three yearswith effect from 1 July2009, liable to retire byrotationThe date when the annualgeneral meeting of theCompany is held in 2010As a Whole-timeDirector- 30 June 2012Mr.BimalenduChakrabartiBoard Resolution dated 1 January2010Additional Directorholding office till thenext annual generalmeeting of the CompanyThe date of the nextannual general meeting ofthe Company.Mr. SunderShyam DuaBoard Resolution dated 19December 2009Additional Directorholding office till thenext annual generalmeeting of the CompanyThe date of the nextannual general meeting ofthe Company.Corporate GovernanceThe provisions of the Listing Agreement to be entered into with BSE and NSE and the SEBI Regulations inrespect of corporate governance will be applicable to our Company immediately upon the listing of ourCompany‟s Equity Shares on the Stock Exchanges. Our Company undertakes to adopt the corporate governancecode as per Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges on listing (“Clause49”). The Board of Directors consists of a total of four Directors of which two are independent Directors (asdefined under Clause 49), which constitutes 50% of our Board of Directors. This is in compliance with therequirements of Clause 49.109

In terms of Clause 49, our Company has already appointed Independent Directors and constituted the followingcommittees:Audit CommitteeMembers:Mr. Bimalendu Chakrabarti (Chairman)Mr. Sunder Shyam DuaMr. Ashok Kumar ChadhaThe Audit Committee was constituted at our Board meeting held on 10 November 2006 and was firstreconstituted on 24 June 2009 and was again reconstituted on 1 January 2010. The purpose of the AuditCommittee is to ensure the objectivity, credibility and correctness of our Company‟s financial reporting anddisclosure processes, internal controls, risk management policies and processes, tax policies, compliance andlegal requirements and associated matters.Terms of reference / scope of the Audit Committee are:General Functions and Powers:a. Overview of our Company‟s financial reporting process and the disclosure of its financial information toensure that the financial statement is correct, sufficient and credible and reflects a true and fair position ofour Company.b. Recommending to the Board, the appointment, re-appointment and removal of external auditors, fixing ofaudit fee.c. Approval of payment to statutory auditors for any services rendered by the statutory auditors.d. Reviewing the annual financial statements before submission to the Board, focusing primarily on:o Any changes in accounting policies and practices and reasons for the same.o Major accounting entries based on exercise of judgment by management.o Qualifications in draft audit report.o Significant adjustments arising out of audit.o The going concern assumption.o Compliance with accounting standards.o Any related party transactions, i.e., transactions of our Company of material nature, with promoters orthe management, their subsidiaries or relatives etc. that may potentially conflict with the interests ofCompany in general.o Matters required tobe included in the Directors‟ Responsibility Statement in terms of Section 217(2AA) of the Companies Act.o Compliance with listing and other legal requirements relating to financial statements.e. Reviewing the adequacy of the internal audit function, including the structure of the internal auditdepartment, staffing and seniority of the official heading the department, reporting structure coverage andfrequency of internal audit.f. When money is raised through an issue, the Company shall disclose to the Audit Committee, theuses/applications of funds by major category (capital expenditure, sales and marketing, working capital etc)on a quarterly basis as part of their quarterly declaration of financial results. Further, on an annual basis, theCompany shall prepare a statement of funds utilized for the purposes other than those stated in the offerdocument and place it before the audit committee. Such disclosures are to be made till such time that thefull money raised through the issue has been fully spent.g. Discussion with internal auditors any significant findings and follow-up there on.h. Reviewing the findings of any internal investigations by the internal auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reporting thematter to the Board.i. Reviewing with management the performance of External and Internal Auditors and adequacy of Internal110

Control Systems.j. Discussion with statutory auditors before the audit commences on the nature and scope of audit as well ashaving post-audit discussions to ascertain any areas of concern.k. Reviewing with the management the quarterly financial statements before submission to the Board forapproval.l. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors.m. To review the functioning of the whistle blower mechanism.n. Carrying out any other function as and when required by the Board.Information for review:1. Management discussion and analysis of financial condition and results of operations.2.Statement of significant related party transactions (as may be defined by the audit committee) submitted bymanagement.3. Management letters / letters of internal control weaknesses issued by the statutory auditors.4. Internal audit reports relating to internal control weaknesses.5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.6.The uses / application of funds raised through public issues, rights issues, preferential issues, etc.7.Review of the financial statement of unlisted subsidiaries company(ies), in particular the investments made bythem.Policy on Disclosures and Internal Procedure for Prevention of Insider TradingThe provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will beapplicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchanges. We shallcomply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 1992 on listing of ourEquity Shares.Shareholding of Directors in our CompanyExcept as disclosed in this Draft Red Herring Prospectus, none of our Directors hold any Equity Shares in ourCompany.Interest of our DirectorsMr. Mannoj Kumar Jain has been appointed as the Whole-time Director of our Company for a period of threeyears with effect from 10 November 2009 by virtue of an agreement dated 21 September 2009. Further, Mr.Ashok Kumar Chadha has been appointed as the Vice Chairman and Managing Director of our Company for aperiod of three years with effect from 1 July 2009.All the Directors, including Independent Directors, may be deemed to be interested to the extent of fees, if any,payable to them for attending meetings of the Board or a committee thereof as well as to the extent of otherremuneration and reimbursement of expenses payable to them under the Articles of Association. In addition, thecompensation payable to Directors may include commission representing a percentage of profits subject to thelimit prescribed under law.All the Directors, including Independent Directors, may also be deemed to be interested to the extent of EquityShares, if any, already held by or that may be subscribed for and allotted to them or to the companies, firms and111

trusts, in which they are interested as directors, members, partners and/or trustees, out of the present offer andalso to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.The Directors may also be deemed to be interested to the extent of the fees and other payments that may bemade to companies in which they are directors.The managerial remumeration for the whole-time directors is decided by the Board. The managerialremuneration consists of salaries, perquisites, allowances, contributions to provident funds and sitting fees (onlyin case of non-executive directors). For the 9 month period ended 31 December 2009, the Company has paidmanagerial remuneration of Rs 1,42,50,000 which includes salary of Rs 1,03,50,000 and perquisites,allowances, contributions to provident funds and others amounting to Rs 39,00,000.Agreement with Mr. Mannoj Kumar JainOur Company has entered into an agreement dated 21 September 2009, appointing Mr. Mannoj Kumar Jain asWhole-time Director and Executive Chairman of our Company for a period of three years with effect from 10November 2009. During the tenure of his appointment as the Whole-time Director, Mr. Mannoj Kumar Jainshall be entitled to the following:Salary of INR 60,00,000 per annum.Commission as may be decided by the Board in accordance with the Schedule XIII of the CompaniesAct.In addition to the salary and allowances, Mr. Jain will be entitled to perquisites subject to a maximumof INR 24,00,000 per annum.House rent allowanceMedical insurance and medical reimbursement.Leave travel allowancePersonal accident insurance as per the rules of the Company.BonusClub feesReimbursements of expenses incurred for business related travelling, boarding and lodgingThe agreement also provides for minimum remuneration to be paid as per Schedule XIII of the Companies Acteven for any financial year, where the Company has no profits or inadequate profits. Under the terms of thisagreement, either party is entitled to terminate this agreement by giving a prior written notice of six months orpaying six month‟s salary in lieu thereof.Agreement with Mr. Ashok Kumar ChadhaOur Company has entered into an agreement dated 24 June 2009, appointing Mr. Ashok Kumar Chadha asWhole-time Director designated as Vice Chairman and Managing Director of our Company for a period of threeyears with effect from 1 July 2009. During the tenure of his appointment as the Whole-time Director, Mr.Mannoj Kumar Jain shall be entitled to the following:Salary of INR 78,00,000 per annum.Commission as may be decided by the Board in accordance with the Schedule XIII of the CompaniesAct.In addition to the salary and allowances, Mr. Chadha will be entitled to perquisites subject to amaximum of INR 52,00,000 per annum.House rent allowanceMedical insurance and medical reimbursement.Leave travel allowancePersonal accident insurance as per the rules of the Company.BonusClub feesReimbursements of expenses incurred for business related travelling, boarding and lodgingThis agreement also provides for the minimum remuneration to be paid to Mr. Chadha as per Schedule XIII ofthe Companies Act, even where the Company has no profits or inadequate profits for any financial year. Underthe terms of this agreement, either party is entitled to terminate this agreement by giving a prior written notice of112

three months or paying three month‟s salary in lieu thereof.Further, 6,30,350 ESOPs have been issued to Mr. Chadha by the JainInfra ESOP Scheme approved by theBoard of Directors of the Company on 1 January 2010 and the shareholders in the extra ordinary generalmeeting on 30 November 2009.We have not entered into any service agreements with any of our other Directors which provide for benefitsupon termination of service.Changes in our Board of Directors in the last three yearsThe following changes have occurred in Board of Directors of our Company in the last three years:Name of Director Date of Appointment / Date of CessationReason*Re-appointmentMr.Bimalendu Chakrabarti 1 January 2010 NA AppointmentMr. Ashok Kumar Chadha24 June 2009 NA AppointmentMr. Sunder Shyam Dua 19 December 2009 NA AppointmentMr. Prem Prakash Sharma 08 September 2008 NA AppointmentMr. Prem Prakash Sharma NA 1 October 2009 ResignationMr. Kalyan KumarChattopadhyay19 February 2007 NA AppointmentMr. Kalyan KumarChattopadhyayNA 31 October 2007 ResignationMs.Rekha Mannoj Jain 8 November 2006 NA AppointmentMs.Rekha Mannoj Jain NA 19 June 2010 ResignationMr.Parmod Kumar Dhawan 8 November 2006 NA AppointmentMr.Parmod Kumar Dhawan NA 24 June 2009 Resignation* The resignations and consequent appointments were made to facilitate the reconstitution of the Board torespond to the changes in status and business of the Company.Key Managerial PersonnelThe Key Management Personnel of our Company as of the date of this Draft Red Herring Prospectus are asfollows:1. Mr. Krishna Kumar Chamaria - Chief Finacial OfficerMr. Krishna Kumar Chamaria is the Chief Financial Officer of our Company. He is responsible for the financialfunctions of the Company. He is a qualified chartered accountant and is admitted as a member to the Institute ofChartered Accountants of India since 1993. He is also fellow member of the Indian Institute of CompanySecretaries since 1997. Prior to joining our Company, Mr Chamaria has worked in various organizations and haswork experience of about 12 years. His last employment was at Dunlop India Limited, where he was VicePresident – Corporate Strategy. Mr. Chamaria joined our Company on 1 February 2010 and is a permanentemployee with us. His remuneration is Rs. 16,80,000 per annum.2. Mr. Chandan Kanti Chowdhury - Chief Operating OfficerMr. Chandan Kanti Chowdhury is the Chief Operating Officer of our Company. He is responsible for allprojects including, inter alia, preparation of tenders, project planning and monitoring the execution of projects.He holds a Bachelors degree in Mechanical Engineering from the University of Calcutta. He has more than 33years of experience in the field of project management, business operations, marketing and human resourcemanagement. Prior to joining our Company, he was employed with M/s. Ramky Infrastructure Limited as theChief Operating Officer-Eastern/Northern India, spearheading the operation of all divisions of Eastern andNorthern India for Civil/Infrastructure projects. In the past, he had also worked at a senior level with otherreputed organizations namely, NICCO and M/s Simon Carves India Limited, holding key managerial positions.Mr. Chowdhury joined our Company on 12 October 2009 and is a permanent employee with us. Hisremuneration is Rs.24,05,004 per annum.113

3. Mr. Niloy Bhattacharya - Sr. Vice President – InfrastructureMr. Niloy Bhattacharya is the Senior Vice President (Infrastructures) of our Company. He is responsible forproject related activities. He holds a Bachelors degree in Civil Engineering from Nagpur University. He has alsocompleted his MBA in Finance and Marketing from the University of Nagpur in 1994. He has over 20 years ofexperience and has worked with reputed organizations such as PMC Projects (India) Private Limited (AdaniGroup), Navi Mumbai SEZ Private Limited (Reliance Industries Group), Triveni Petrochem (P) Limited andIndo Rama Synthetics Limited. In his employment at Adani Group, he held the position of the head of projectsplanning and management. Mr. Bhattacharya joined our Company on 1 July 2009 and is a permanent employeewith us. His remuneration for the last financial year was Rs.35,36,000 per annum.4. Mr. P. Srinivas VP – TechnicalMr. P. Srinivas is the Vice President (Technical) of our Company. He looks into the technical aspects of theprojects of our Company. He holds a Bachelors degree in Chemical Engineering from the University of AndhraPradesh. He is also a Diploma holder in Business Management in the year 2004 from ICFAI. Mr. Srinivas hasover 23 years of experience in plant erection, commissioning and operations. Prior to joining this organization,he has worked with organizations such as Adhunik Metaliks Limited, Bhushan Power & Steel Ltd, ChambalFertilisers & Chemicals Limited and Tata Chemicals Limited. Mr. Srinivas joined our Company on 2 December2009 and is a permanent employee with us. His remuneration is Rs.19,00,000 per annum.5. Mr. Manoj Kumar Sethia - Vice President – Accounts & MISMr. Manoj Kumar Sethia is the Vice President (Accounts) of our Company. He is responsible for handling theoverall accounts and MIS functions including budgetary and cost control aspects of the Company. He is aqualified Cost Accountant from the Institute of Cost & Works Accountants of India. He has over 20 years ofexperience. Prior to joining our Company, he has worked with many reputed companies such as Sarda PlywoodLimited, Woolworth India Limited, Computech International Limited, Shree Raghupati Jute Mills & Shree ArunVanaspati Udyog Limited. In his employment with M/s Shree Arun Vanaspati Udyog Limited, he held theposition of the Chief Executive - Finance and Commerce. He joined our Company on 30 September 2008 and isa permanent employee with us. His remuneration for the last financial year was Rs 11,30,000 per annum.6. Mr. Rameshwar Prakash – Vice President – HR & IRMr. Rameshwar Prakash is the Vice President (HR & IR) of our Company. He is responsible for our HRfunctions. He holds a degree of Masters in Arts in Personnel Management. He has experience in humanresources, training and development and consultancy. He has been associated with organizations like NationalThermal Power Corporation Limited, Confederation of Indian Industry, Lakshmi Precision Screws and HCMIEducation. He has undertaken consulting assignments and has been associated with various managementinstitutes and academic institutions. He joined our Company on 20 April 2010 and is a permanent employeewith us. His remuneration is Rs 18,00,000 per annum.7. Mr. J.K.Trivedi - Vice President - ProjectsMr. J.K.Trivedi is the Vice President (Projects) of our Company. He is responsible for project related activitiesof the Company. He holds a Bachelors degree in Civil Engineering from M.I.T.S., Jiwaji University, Gwalior.He also holds a Masters degree in Engineering (Earthquake Engineering) in Structural Dynamics from I.I.T,Roorkee. Prior to working in this organization, Mr. Trivedi has work experience of 22 years and has worked invarious other organizations such as Essel Infraprojects Limited and D.S. Construction Limited. He has joinedour Company on 22 February 2010 and is a permanent employee with us. His remuneration is Rs. 26,25,000 perannum.8. Mr. Raj Kumar Chandak - AVP – OperationsMr. Raj Kumar Chandak is the assistant Vice President (Operations) of our Company. He is responsible for theoverall operations of the Company and the scope of his work encompasses project coordination, management ofresources and funds. He is a qualified Chartered and Cost Accountant, from the Institute of CharteredAccountants of India and the Institute of Cost and Works Accountants of India. He specializes in corporateauditing and management advisory services in the financial sector and has over 13 years of experience. Prior tojoining our Company, he has worked in companies such as Engo Tea India Limited, Crystal Cable Industries114

Limited. Mr. Chandak joined our Company on 1 May 2008 and is a permanent employee with us. Hisremuneration for the last financial year was Rs.12,00,000 per annum.9. Mr. Sumit Surana - Company Secretary & DGM LegalMr. Sumit Surana is the Company Secretary and Deputy General Manager (Legal) of our Company. He isresponsible for supervising the entire secretarial and related legal activities of our Company. He holds aBachelors degree of Commerce. He also holds a Bachelors degree in Law and a Masters degree in BusinessAdministration. Mr. Surana is also a qualified Company Secretary from the Institute of Company Secretaries ofIndia. He has worked in companies such as Assam Company Limited and Shrachi group. Mr. Surana has about7 years of work experience. He joined our Company on 1 January 2010 and is a permanent employee with us.His remuneration is Rs. 5,40,000 per annum.10. Mr.Tarun Kumar Jain - GM – FinanceMr. Tarun Jain is the General Manager (Finance) of our Company. He is responsible for the supervision of theaccounts and finance activities of the Company. He is a qualified Chartered Accountant from the Institute ofChartered Accountants of India. Prior to joining this organization, he has worked with various companies suchas Shyam Sel Limited, Kesoram Spun Pipes & Foundries Limited and Shyam Ferro Alloys Limited. He has over5 years of extensive experience in the finance sector with specific focus in industrial finance. He joined ourCompany on 1 August 2006 and is a permanent employee with us. His remuneration for the last financial yearwas Rs.12,00,000 per annum.11. Mr. Rana Ghosh - General Manager – MaterialsMr Rana Ghosh is the General Manager (Materials) of our Company. He is responsible for materialsmanagement, equipment logistics and after sales service at different project sites. He holds a Bachelors degreein Electrical Engineering from Regional Institute of Technology, Jamshedpur and also holds a Post GraduateDiploma in Business Management from Indian Institute of Social Welfare and Business Management, Kolkatain the year 1992. He has over 30 years of working experience and has worked in companies situated in India andabroad, namely Statfield Equipment Private Limited, Godrej Boyce & Manufacturing Company Limited,Tractors India Limited, Otobi Limited and Macneill Engineering Limited. In his last employment, he held theposition of the General Manager with Macneill Engineering Limited and handled portfolios of marketing andproduction. His areas of interest include marketing, services, exports, purchase, production and administration.He joined our Company on 1 March 2007 and is a permanent employee with us. He has 3 years and 4 months ofworking experience in our Company. His remuneration for the last financial year was Rs. 7,09,200 per annum.Nature of any family relationship between the Key Managerial PersonnelNone of the Key Managerial Personnel are in any way related to each other.Shareholding of Key Managerial PersonnelAs on the date of this Draft Red Herring Prospectus, none of the Key Managerial Personnel hold any EquityShares in our Company.ESOPs granted to our Key Managerial PersonnelExcept as disclosed in the section titled „Capital Structure‟ on page 23 of this Draft Red Herring Prospectus,there are no ESOPs granted to the Key Managerial Personnel of our Company.Bonus or Profit sharing plan for the Key Managerial PersonnelThere is no bonus or profit sharing plan for the key managerial personnel of our Company.Changes in Key Managerial PersonnelThe following are the changes in Key Managerial Personnel during the last three years:115

Sr.Names Appointment /No.ResignationNature of Change1.Mr. Sumit SuranaCompany Secretary & DGM - Legal1 January 2010 Appointment2.Mr. A.K. BiswasVice President & Projects6 January 2009 Appointment3.Mr. A.K. BiswasVice President & Projects31 December 2009 Resignation4.Mr. Sunil Kumar MallVice President – Materials3 December 2009 Appointment5.Mr. Sunil Kumar MallVice President – Materials11 May 2010 Resignation6.Mr. P. SrinivasVice President – Technical2 December 2009 Appointment7.Mr. I. M. ChoudharyVice President – HR & IR14 November 2009 Appointment8.Mr. I. M. ChoudharyVice President – HR & IR25 January 2010 Resignation9.Mr. B.U. NairAsst Vice President – Finance & Company 15 March 2007 AppointmentSecretary10.Mr. B.U. NairAsst Vice President – Finance & Company 12 November 2009 ResignationSecretary11.Mr. Chandan Kanti ChowdhuryChief Operating Officer12 October 2009 Appointment12.Mr. Gautam JainVice President – Technical30 March 2009 Appointment13.Mr. Gautam JainVice President – Technical12 October 2009 Resignation14.Mr. R.K. ChakrabortyVice President – Humar Resource7 September 2008 Appointment15.Mr. R.K. ChakrabortyVice President – Humar Resource19 September 2009 Resignation16.Mr. Niloy BhattacharyaSr. Vice President – Infrastructure01 July 2009 Appointment17.Mr. Sumit KhetanPresident – Finance & Commercial6 August 2008 Appointment18.Mr. Sumit KhetanPresident – Finance & Commercial11 April 2009 Resignation19.Mr. Balaram MukherjeeVice President – Building & Roads14 August 2008 Appointment20.Mr. Balaram MukherjeeVice President – Building & Roads12 February 2009 Resignation21.Mr. Manoj Kumar SethiaVice President – Accounts & MIS30 September 2008 Appointment22.Mr. Pradip SenSr. Vice President – Corporate Affairs15 April 2007 Appointment23.Mr. Pradip SenSr. Vice President – Corporate Affairs31 August 2008 Resignation24.Mr. Pritish Chandra BardhanAssociate Vice President – Operations8 July 2008 Appointment25.Mr. Pritish Chandra BardhanAssociate Vice President – Operations6 August 2008 Resignation26.Mr. Aveek PanjaVice President - Infraprojects9 April 2007 Appointment27.Mr. Aveek PanjaVice President - Infraprojects31 May 2008 Resignation28. Mr. Krishna Kumar Chamaria 1 November 2007 Appointment116

Sr.No.29.30.31.32.33.34.35.36.37.38.39.Names Appointment /ResignationNature of ChangeVice President – Finance & StrategyMr. Krishna Kumar ChamariaVice President – Finance & Strategy5 January 2008 ResignationMr. Krishna Kumar ChamariaChief Financial Officer1 February 2010 AppointmentMr. Harish Kumar KandoiSr. Vice President - Finance & Accounts17 December 2007 AppointmentMr. Harish Kumar KandoiSr. Vice President - Finance & Accounts17 February 2010 ResignationMr. S. GoswamiVice President – Accounts & MIS20 February 2007 AppointmentMr. S. GoswamiVice President – Accounts & MIS11December 2007ResignationMr. P.K. GangulyVice President – Project23 June 2007 AppointmentMr. P.K. GangulyVice President – Project25 August 2007 ResignationMr. J.K. TrivediVice President - Project22 February 2010 AppointmentMr. Raj Kumar ChandakAssistant Vice President – Operations1 May 2008 AppointmentMr. R. PrakashVice President – HR & IR20 April 2010 AppointmentPayment or benefit to officers of the company (non salary related)Except as stated in this Draft Red Herring Prospectus, no amount or benefit has been paid or given or isintended to be paid or given during the preceding two years to any of its officers except for the normalremuneration paid to Directors, officers or employees since the incorporation of the Company.117

MANAGEMENT STRUCTURE OF OUR COMPANYBoard of DirectorsChairmanVice Chairman & MDCompany Secretary& DGM - LegalCFOSr. VP -InfrastructureCOOVP-Accounts &MISGM -FinanceVP -ProjectsGM -MaterialsVP -TechnicalVP –HR &IRAVP -Operations118

OUR PROMOTERS AND GROUP COMPANIESOur PromotersMr. Mannoj Kumar Jain, Ms. Rekha Mannoj Jain, Smriti Food Park Private Limited, Tushita Builders PrivateLimited and Prakash Endeavours Private Limited are the Promoters of our Company.a. Mr. Mannoj Kumar JainMr. Mannoj Kumar Jain, age 36 years, is Executive Director and Chairman of OurCompany. For further details, see “Our Management” on page 107 of this DraftRed Herring Prospectus. His driving license number 20200525094 and hispassport number is H1953756.Address: 7, Iron Side Road, Kolkata - 700019, West Bengalb. Ms. Rekha Mannoj JainMs. Rekha Mannoj Jain, age 33 years. Her permanent account number isACQPJ8875J and her passport number is H1953741.Address: 7, Iron Side Road, Kolkata - 700019, West BengalWe confirm that the permanent account number, bank account number, and passport number of Mr. MannojKumar Jain and Ms. Rekha Mannoj Jain has been submitted to BSE and NSE at the time of filing the Draft RedHerring Prospectus with them.c. Smriti Food Park Private Limited (“SFPPL”)SFPPL, having CIN U15400WB2001PTC093665, was incorporated on 31 August 2001 under the CompaniesAct, 1956. SFPPL has its registered office situated at Pratap Market, Sevoke Road, Siliguri – 734 401, India.The promoters of SFPPL are Mr. Mannoj Kumar Jain and Ms. Rekha Mannoj Jain.Principal Business of SFPPLSFPPL has been formed primarily to manufacture, produce, process, prepare, crush grind, preserve, freeze,distillate, boil all kinds of fruits, vegetables, packed foods, powders etc.Board of Directors of SFPPL as 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 20 September 2002Ms. Rekha Mannoj Jain 33 Director 27 March 2004Shareholding Pattern of SFPPL as of 31 May 2010119

Name of Shareholders No. of Shares %Mannoj Kumar Jain 246400 23.07Rekha Mannoj Jain 75000 7.02Jain Coke & Power Private Limited 70000 6.55Jain Heavy Industries Private Limited 26000 2.43Jain Technologies Private Limited 16000 1.50Prakash Vanijya Private Limited 80000 7.49Prakash Petrochemicals Private Limited 70000 6.55Suraj Jain 4800 0.45Janki Devi Jain 4000 0.37Citiwings Highrise Private Limited 70000 6.55Tushita Developers Private Limited 96000 8.99Muladhar Developers Private Limited 70000 6.55Sonata Construction Private Limited 86000 8.05Vishuddhi Developers Private Limited 73700 6.90Maroon Developers Private Limited 80300 7.52Total 1068200 100.00Financial Performance:(Rs. in Lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 99.82 99.82 99.82Share Application Money 160.19 165.19 70.00Reserves & Surplus (excluding revaluation reserves) 524.04 523.57 601.72Sales - - -Other Income 68.50 - 78.30Profit After Tax 68.29 -0.47 78.16Earning Per Share (Rs.) 6.84 -0.05 7.83Book Value (Rs.) * 78.55 79.00 77.29*Share application money has also been considered for the calculation of Book Value.Promise vs. PerformanceSFPPL has not made any public or rights issue since its inception.Other InformationSFPPL is not listed on any Stock Exchange in India. SFPPL is neither a sick industrial company within themeaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.We confirm that the permanent account number, bank account number, company registration number and theaddress of the Registrar of Companies where SFPPL is registered have been submitted to BSE and NSE at thetime of filing the Draft Red Herring Prospectus.d. Tushita Builders Private Limited (“Tushita”)Tushita, having CIN U70101WB2004PTC098891, was incorporated on 18 June 2004 under the Companies Act,1956. The registered office of Tushita at the time of incorporation was Pratap Market, Sevoke Road, Siliguri –734 401 and the same has been changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700017, India with effect from 3 July 2006. The promoters of Tushita are listed below under the head“Shareholding Pattern of Tushita”.Principal Business of TushitaThe company is in the business of acquiring land, building or any rights over building sites. The companycarries on the business of a contractor, builder, developer, sub contractor for setting up of all types of projects,120

facilities to construct project facilities, industrial facilities including roads, bridges, highways, roadways,buildings, dams, rural water supply systems, airports, seaports, industrial plants and other related projects.Board of Directors of Tushita as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 18 June 2004Ms. Rekha Mannoj Jain 33 Director 18 June 2004Shareholding Pattern of Tushita as of 31 May 2010Name of Shareholders No. of Shares %Mannoj Kumar Jain 117000 8.82Manoj Kumar Jain & Sons HUF 144000 10.86Rekha Mannoj Jain 10500 0.79Prakash Endeavours Private Limited 130000 9.80Jain Technologies Private Limited 100000 7.54Prakash Vanijya Private Limited 110000 8.29Vishuddhi Developers Private Limited 75000 5.65Suave Construction Private Limited 72000 5.43Swift Abhasan Private Limited 120000 9.05Citiwings Highrise Private Limited 100000 7.54Tushita Developers Private Limited 107000 8.07Jain Coke & Power Private Limited 116000 8.74Legacy Tower Private Limited 125000 9.42Total 1326500 100.00Financial Performance(Rs. In Lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 116.60 116.60 116.60Share Application Money 318.00 328.10 324.10Reserves & Surplus (excluding revaluation reserves) 577.25 580.39 542.39Sales 1836.04 485.29 -Other Income 6.48 18.33 54.54Profit After Tax 62.86 3.14 -38.00Earning Per Share (Rs.) 6.20 0.27 -3.26Book Value (Rs.) * 86.66 87.87 84.31*Share application money has also been considered for the calculation of Book Value.Promise vs. PerformanceTushita has not made any public or rights issue since its inception.Other InformationTushita is not listed on any Stock Exchange in India. Tushita is neither a sick industrial company within themeaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.We confirm that the permanent account number, bank account number, company registration number and theaddress of the Registrar of Companies where Tushita is registered have been submitted to BSE and NSE at thetime of filing the Draft Red Herring Prospectus with them.e. Prakash Endeavours Private Limited (“PEPL”)PEPL, having CIN U45201WB2003PTC095769, was incorporated on 10 February 2003 under the CompaniesAct, 1956. PEPL has its registered office situated at Pratap Market, Sevoke Road, Siliguri–734 401, India. Thepromoters of PEPL are listed below under the head “Shareholding Pattern of PEPL”.121

Principal Business of PEPLThe company has been formed mainly to carry on the business of builders, promoters and developers of lands,building sites, townships, residential building, ownership flats, etc.Board of Directors of PEPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 10 February 2003Ms. Rekha Mannoj Jain 33 Executive Director 10 February 2003Mr. Debashis Guha 48 Director 11 November 2009Shareholding Pattern of PEPL as of 31 May 2010Name of Shareholder No. of Shares %Manoj Kumar Jain & Sons HUF 14000 1.25Mannoj Kumar Jain 113000 10.09Rekha Mannoj Jain 59000 5.27Suraj Jain 18000 1.61Tushita Builders Private Limited 251020 22.41Jain Heavy Industries Private Limited 100000 8.93Jain Coke & Power Private Limited 100000 8.93Quantum Nirman Private Limited 100000 8.93Maroon Developers Private Limited 100000 8.93Dynamic Buildcon Private Limited 35000 3.12Jain Technologies Private Limited 30000 2.68Prakash Petrochemicals Private Limited 90000 8.03Prakash Vanijya Private Limited 106000 9.47Raj Kumar Chandak 4000 0.36Total 1120020 100.00Financial PerformanceFor the Financial Year ended 31 stParticularsMarch2007 2008 2009Equity Share Capital 68.50 68.50 68.50Share Application Money 64.00 92.00 450.00Reserves & Surplus (excluding revaluation reserves) 249.51 210.01 210.01Sales 0.00 0.00 0.00Other Income 38.77 16.76 33.94Profit After Tax 11.51 (63.77) (58.84)Earning Per Share (Rs.) 2.98 (9.31) (8.59)Book Value (Rs.) * 55.77 50.54 94.22*Share application money has also been considered for the calculation of Book Value.Promise vs. PerformancePEPL has not made any public or rights issue since its inception.Other InformationPEPL is not listed on any Stock Exchange in India. PEPL is neither a sick industrial company within themeaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.122

We confirm that the permanent account number, bank account number, company registration number and theaddress of the Registrar of Companies where PEPL is registered have been submitted to BSE and NSE at thetime of filing the Draft Red Herring Prospectus with them.123

GROUP COMPANIES1. Jain Steel and Power Limited (“JSPL”)JSPL was originally incorporated as a private limited company on 25 May 2004 under the Companies Act withthe name Jain Sponge Private Limited vide Certificate of Incorporation issued by the Registrar of Companieslocated at Kolkata, West Bengal. The name of the company was subsequently changed to Jain Steel and PowerPrivate Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Kolkata, WestBengal on 21 March 2005. Further, on 15 June 2005, with the approval of the Registrar of Companies located atKolkata, West Bengal, the company was converted into a public company and and fresh certificate ofincorporation was issued by the Registrar of Companies located at Kolkata, West Bengal. The registered officeof JSPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700 017. The CIN ofthe company is U27102WB2004PLC098638.Principal Business of JSPLThe principal business of JSPL is to set up various categories of plants and to carry on the business ofmanufacturers, producers, engineers, forgers, makers and otherwise for the manufacturing producing, extracting,treating or processing all types of steels, sponge iron, ferro alloys and other such products, and metal goods andany other by products which will be obtained in the process of manufacturing the above.Board of Directors of JSPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Managing Director 25 May 2004Ms. Rekha Mannoj Jain 33 Director 25 May 2004Mr. Ashok Kumar Chadha 60 Director 29 June 2009Shareholding Pattern of JSPL as of 31 May 2010Name of Shareholders No. of Shares %Mannoj Kumar Jain 10000 0.20Rekha Mannoj Jain 10000 0.20Jain Heavy Industries Private Limited 924000 18.48Tushita Builders Private Limited 1839000 36.78Jain Technologies Private Limited 1247000 24.94Prakash Endeavours Private Limited 487500 9.75Smriti Food Park Private Limited 482500 9.65Total 5000000 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 411.73 500.00 500.00Share Application Money - - -Reserves & Surplus (excluding revaluation reserves) 1640.92 1994.00 1,994.00Sales - - -Other Income - - -Profit After Tax - - -Earning Per Share (Rs.) - - -Book Value (Rs.) 49.77 49.81 49.81JSPL is not listed on any Stock Exchange. JSPL is neither a Sick Industrial Company within the meaning of theSick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.2. Prakash Petrochemicals Private Limited (“PPPL”)124

PPPL was originally incorporated as a public company on 29 September 2004 under the Companies Act, 1956with the name Prakash Petrochemicals Limited vide Certificate of Incorporation issued by the Registrar ofCompanies located at Kolkata, West Bengal. Thereafter, the company got converted into a private companyafter obtaining a written consent from the Central Government to that effect. Subsequently, the name of thecompany was changed from Prakash Petrochemicals Limited to Prakash Petrochemicals Private Limited and afresh certificate of incorporation was obtained from the Registrar of Companies located at West Bengal, Kolkataon 19 March 2009. The registered office of PPPL is located at “Premlata Building”, 5th Floor, 39, ShakespeareSarani, Kolkata-700017. The CIN of the company is U23209WB2004PTC099988.Principal Business of PPPLPPPL carries on the business as manufacturers, producers, processors, makers, refiners, distillers, blenders,inventors, importers, exporters, traders, retailers, wholesalers, suppliers, packers, movers, preservers, stockists,agents sub agents, merchants, brokers or otherwise deal in petroleum and petro chemicals and other chemicalsand any products, by products or derivatives thereof.Board of Directors of PPPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 29 September 2004Ms. Rekha Mannoj Jain 33 Director 29 September 2004Shareholding Pattern of PPPL as of 31 May 2010Name of Shareholder No. of Shares %Mannoj Kumar Jain 25100 6.78Rekha Mannoj Jain 24500 6.62Jain Heavy Industries Private Limited 33300 9.00Neptune Plaza Maker Private Limited 26700 7.22Prakash Endeavours Private Limited 25000 6.76Prakash Vanijya Private Limited 33300 9.00Smriti Food Park Private Limited 33300 9.00Trinity Nirman Private Limited 30000 8.11Jain Coke & Power Private Limited 36700 9.92Jain Technologies Private Limited 6700 1.81Dynamic Buildcon Private Limited 20000 5.41Citiwings Highrise Private Limited 30000 8.11Suave Construction Private Limited 25000 6.76Swift Abhasan Private Limited 20000 5.41Dipak Das 100 0.03Lalit Soni 100 0.03Raj Kumar Chandak 100 0.03Sumit Goenka 100 0.03Total 370000 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 37.00 37.00 37.00Share Application Money - - -Reserves & Surplus (excluding revaluation reserves) 128.00 128.00 129.32Sales - - -Other Income - - 3.00Profit After Tax (0.26) (0.24) 2.77Earning Per Share (Rs.) (0.07) (0.07) 0.36125

For the Financial Year ended 31 st MarchParticulars2007 2008 2009Book Value (Rs.) 44.21 44.16 44.93PPPL is not listed on any Stock Exchange. PPPL is neither a Sick Industrial Company within the meaning of theSick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.3. Prakash Vanijya Private Limited (“PVPL”)PVPL was originally incorporated as a private limited company on 17 June 2004 under the Companies Act,1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West BengalThe registered office of PVPL at the time of incorporation was Pratap Market, Sevoke Road, Silliguri – 734 401and the same has been changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700 017,India with effect from 3 July 2006. The CIN of the PVPL is U36999WB2004PTC098870.Principal Business of PVPLPVPL has been formed primarily to carry on all or any business as exporters, importers, buyers, sellers, tradersof grain, oil, cement, all types of building material, wooden items, electrical cables, switchgears, jute products,textiles, paper and stationery, sports goods, electronic products, sanitary ware, fruits, nuts, tea, coffee etc.Board of Directors of PVPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 17 June 2004Ms. Rekha Mannoj Jain 33 Director 17 June 2004Mr. Raju Ghosh 28 Director 5 October 2009Mr. Sujit Sarkar 57 Director 5 October 2009Mr. Sunil Kumar Singh 34 Director 5 October 2009Shareholding Pattern of PVPL as of 31 May 2010Name of Shareholder No. of Shares %Mannoj Kumar Jain 10000 0.57Rekha Mannoj Jain 20000 1.14Jain Coke & Power Private Limited 160000 9.09Neptune Plaza Maker Private Limited 123000 6.98Prakash Endeavours Private Limited 165000 9.37Jain Technologies Private Limited 160000 9.09Jain Heavy Industries Private Limited 106000 6.02Prakash Petrochemicals Private Limited 100000 5.68Trinity Nirman Private Limited 100000 5.68Dynamic Buildcon Private Limited 170000 9.65Suave Construction Private Limited 167000 9.48Swift Abhasan Private Limited 130000 7.38Seven Heaven Infrastructure Private Limited 150000 8.52Citiwings Highrise Private Limited 150000 8.52Quantum Nirman Private Limited 50000 2.84Total 1761000 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 131.60 131.60 131.60Share Application Money 0.00 20.00 445.00126

ParticularsFor the Financial Year ended 31 st March2007 2008 2009Reserves & Surplus (excluding revaluation reserves) 518.40 518.40 518.40Sales 0.01 0.00 0.00Other Income - - -Profit After Tax (0.94) (1.27) (1.00)Earning Per Share (Rs.) (0.09) (0.10) (0.08)Book Value (Rs.) * 49.16 50.62 82.87*Share application money has also been considered for the calculation of Book Value.PVPL is not listed on any Stock Exchange. PVPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.4. Jain Space Infra Venture Limited (“JSIVL”)JSIVL was originally incorporated as a public company on 3 January 2007 with the name Jain Infra VentureLimited vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, WestBengal. The name of company was subsequently changed from Jain Infra Venture Limited to Jain Space InfraVenture Limited with the approval of the Central Government and a fresh certificate of incorporation was issuedby the Registrar of Companies, located at West Bengal, Kolkata on 25 June 2008. The registered office ofJSIVL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700 017. The CIN of thecompany is U45200WB2007PLC112388.Principal Business of JSIVLJSIVL has been formed to primarily acquire, operate or develop land, building or other estate. The same mayinclude the development of building sites by constructing, altering, improving, decorating, furnishing etc. hotels,multiplex complexes, shopping malls, houses, restaurants, markets, shops etc. and conveniences of all kinds byleasing, hiring other properties whether belonging to JSIVL or not, and providing services at the same.Board of directors of JSIVL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 3 January 2007Ms. Rekha Mannoj Jain 33 Director 3 January 2007Mr Piyush Kumar Bhagat 51 Director 10 May 2008Mr. Binod Chand Kankaria 54 Director 10 May 2008Shareholding Pattern of JSIVL as of 31 May 2010Name of Shareholder No. of Shares %Mannoj Kumar Jain 12500 25.00Rekha Mannoj Jain 12000 24.00Raj Kumar Chandak 100 0.20Debasish Guha 100 0.20Sumit Goenka 100 0.20Dipak Das 100 0.20Binod Chand Kankaria 780 1.56Chandrakant Kankaria 780 1.56Sandeep Kankaria 780 1.56Aditya Kumar Kankaria 785 1.57Gaurav Kankaria 1560 3.12Harsh Kankaria 1565 3.13Kanta Devi Chordia 2000 4.00Prassan Kumar Chordia 2125 4.25Manisha Chordia 2125 4.25Manoj Kumar Bhagat 2000 4.00Piyush Kumar Bhagat 2000 4.00Anuradha Bhagat 1000 2.00127

Name of Shareholder No. of Shares %Vandana Bhagat 1000 2.00Amritansh Bhagat 1500 3.00Anant Bhagat 1500 3.00Manoj Kumar Bhagat (HUF) 1500 3.00Piyush Kumar Bhagat (HUF) 2000 4.00Prakash Endeavours Private Limited 100 0.20Total 50000 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 5.00 5.00 5.00Share Application Money 0.00 60.00 10.00Reserves & Surplus (excluding revaluation reserves) - - -Sales - - -Other Income - - -Profit After Tax - - -Earning Per Share (Rs.) - - -Book Value (Rs.) * 9.87 129.40 29.52*Share application money has also been considered for the calculation of Book Value.JSIVL has not commenced commercial production as on 31 March 2009. JSIVL is not listed on any StockExchange. JSIVL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies(Special Provisions) Act, 1995 nor is under winding up.5. Jain Infra Developers Private Limited (“JIDPL”)JIDPL was originally incorporated as a public company on 3 January 2007 under the Companies Act, 1956 videCertificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal under thename Jain Infra Developers Limited. Thereafter, the company got converted into a private company afterobtaining a written consent from the Central Government to that effect. Subsequently, the name of the companywas changed from Jain Infra Developers Limited to Jain Infra Developers Private Limited and a fresh certificateof incorporation was issued by theRegistrar of Companies, Kolkata, West Bengal on 19 March 2009. Theregistered office of JIDPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700017. The CIN of the company is U45200WB2007PTC112386.Principal Business of JIDPLTo carry on the business to acquire, operate or develop land, building or other estate. The same may include thedevelopment of building sites by constructing, altering, improving, decorating, furnishing etc. hotels, multiplexcomplexes, shopping malls, houses, restaurants, markets, shops etc. and conveniences of all kinds by leasing,hiring other properties whether belonging to the Company or not, and providing services at the same.Board of directors of JIDPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 3 January 2007Ms. Rekha Mannoj Jain 33 Director 3 January 2007Shareholding Pattern of JIDPL as of 31 May 2010Name of Shareholders No. of Shares %Mannoj Kumar Jain 25100 50.20Rekha Mannoj Jain 24500 49.00Debasish Guha 100 0.20Raj Kumar Chandak 100 0.20128

Sumit Goenka 100 0.20Dipak Das 100 0.20Total 50000 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 5.00 5.00 5.00Share Application Money - - -Reserves & Surplus (excluding revaluation reserves) - - -Sales - - -Other Income - - -Profit After Tax - - (0.23)Earning Per Share (Rs.) - - (0.46)Book Value (Rs.) 9.40 9.40 9.05JIDPL is not listed on any Stock Exchange. JIDPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.6. Jain Energy Limited (“JEL”)JEL was originally incorporated as a public company on 5 November 2004 under the Companies Act, 1956 videCertificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. Theregistered office of JEL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017.The CIN of the company is U40101WB2004PLC100325.Principal Business of JELTo generate, accumulate, transmit or transact electricity power or other energy from conventional/ nonconventional energy sources on a commercial basis and to lay down the infrastructure, and to manage, own oroperate plants in relation to the same. To carry on in India or elsewhere, such business or otherwise deal inelectric power generated from any source. To trade in power and other related operations, and to acquireconcessions, facilities or licenses from the proper authorities for the performance of the above functions.Board of Directors of JEL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 5 November 2004Ms. Rekha Mannoj Jain 33 Director 5 November 2004Mr. Shashi Kumar 64 Director 1 September 2008Mr. Ashok Kumar Chadha (Managing Director) 60 Director 26 June 2009Shareholding Pattern of JEL as of 31 May 2010Name of Shareholders No. of Shares %Sonata Construction Pvt. Ltd. 2937000 10.13Maroon Developers Pvt. Ltd. 2850000 9.83Prakash Petrochemicals Pvt. Ltd. 2506850 8.64Manoj Kumar Jain & Sons (HUF) 2500000 8.62Quantum Nirman Pvt. Ltd. 2466300 8.50Trinity Nirman Pvt. Ltd. 2291700 7.90Jain Coke & Power Pvt. Ltd. 2234200 7.70Prakash Vanijya Pvt. Ltd. 2200000 7.58Macro Tower Pvt. Ltd. 2099700 7.24Jain Heavy Industries Pvt. Ltd. 2000000 6.90Tushita Builders Pvt. Ltd. 1939000 6.68Prakash Endeavours Pvt. Ltd. 1508300 5.20129

Name of Shareholders No. of Shares %Smriti Food Park Pvt. Ltd. 500000 1.72Mannoj Kumar Jain 491300 1.69Rekha Mannoj Jain 423500 1.46Jain Technologies Pvt. Ltd. 39000 0.13D. K. Enterprise 17000 0.06Mannoj Kumar Jain 500 0.002Debashis Guha 300 0.001Dipak Das 300 0.001Lalit Soni 300 0.001Sumit Goenka 300 0.001Total 29005550 100.0000Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 19.00 117.70 353.10Share Application Money 333.00 8.00 432.35Reserves & Surplus (excluding revaluation reserves) 56.00 450.80 215.40Sales - - -Other Income - - -Profit After Tax - - -Earning Per Share (Rs.) - - -Book Value (Rs.) * 214.29 48.91 28.32*Share application money has also been considered for the calculation of Book Value.JEL has not commenced commercial production as on 31 March 2009. JEL is not listed on any Stock Exchange.JEL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (SpecialProvisions) Act, 1995 nor is under winding up.7. Jain Coke & Power Private Limited (“JCPPL”)JCPPL was originally incorporated as a public company on 29 September 2004 under the Companies Act, 1956with the name Jain Coke & Power Limited vide Certificate of Incorporation issued by the Registrar ofCompanies located at Kolkata, West Bengal. Thereafter, the company got converted into a private companyafter obtaining a written consent from the Central Government to that effect. Consequently, the name of thecompany was changed from Jain Coke & Power Limited to Jain Coke & Power Private Limited and a freshcertificate of incorporation was obtained from Registrar of Companies located at, Kolkata West Bengal on 12March 2009. The registered office of JCPPL is located at “Premlata Building”, 5th Floor, 39, ShakespeareSarani, Kolkata-700 017. The CIN of the company is U23109WB2004PTC099987.Principal Business of JCPPLTo generate, accumulate, transmit or transact electricity power or other energy from conventional/ nonconventional energy sources on a commercial basis and to lay down the infrastructure, and to manage, own oroperate plants in relation to the same. To carry on in India or elsewhere, such business or otherwise deal inelectric power generated from any source. To trade in power and other related operations, and to acquireconcessions, facilities or licenses from the proper authorities for the performance of the above functions.Board of Directors of JCPPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 29 September 2004Ms. Rekha Mannoj Jain 33 Director 29 September 2004Shareholding Pattern of JCPPL as of 31 May 2010Name of Shareholders No. of Shares %130

Mannoj Kumar Jain 25100 4.63Rekha Mannoj Jain 24500 4.52Prakash Vanijya Private Limited 42000 7.75Prakash Endeavours Private Limited 40000 7.38Prakash Petrochemicals Private Limited 51760 9.55Smriti Food Park Private Limited 50000 9.23Trinity Nirman Private Limited 40000 7.38Citiwings Highrise Private Limited 90000 16.61Jain Technologies Private Limited 38240 7.06Jain Heavy Industries Private Limited 40000 7.38Swift Abhasan Private Limited 50000 9.23Legacy Tower Private Limited 50000 9.23Dipak Das 100 0.02Lalit Soni 100 0.02Raj Kumar Chandak 100 0.02Sumit Goenka 100 0.02Total 542000 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 54.20 54.20 54.20Share Application Money - - -Reserves & Surplus (excluding revaluation reserves) 196.80 196.80 197.68Sales - - -Other Income - - 3.00Profit After Tax (0.33) (0.30) 2.72Earning Per Share (Rs.) (0.06) (0.06) 0.50Book Value (Rs.) 45.95 45.92 46.45JCPPL is not listed on any Stock Exchange. JCPPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.8. Bengal Infrastructure Development Private Limited (“BIDPL”)BIDPL was originally incorporated as a public company on 27 December 2005 under the Companies Act, 1956with the name Bengal Infrastructure Development Limited vide Certificate of Incorporation issued by theRegistrar of Companies, located at Kolkata, West Bengal, Thereafter, the company got converted into a privatecompany after obtaining a written consent from the Central Government to that effect. Consequently, the nameof the company was changed from Bengal Infrastructure Development Limited to Bengal InfrastructureDevelopment Private Limited and a fresh certificate of incorporation was obtained from Registrar of Companieslocated at Kolkata, West Bengal on 9 March 2009. The registered office of BIDPL is located at Pratap Market,Sevoke Road, Siliguri - 734 401. The CIN of the company is U45400WB2005PTC106917.Principal Business of BIDPLTo carry on the business of real estate developers, builders, promoters, architects and take up the work ofconstruction of buildings, offices, houses, townships, power projects, turn key projects, interior decoration, etcand carry on real estate business and construction business by purchase, lease exchange, invest deal hire, or actas brokers and agents of any tenure or description and any estate or interest therein.Board of directors of BIDPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 27 December 2005Ms. Rekha Mannoj Jain 33 Director 27 December 2005131

Shareholding Pattern of BIDPL as of 31 May 2010Name of Shareholders No. of Shares %Mannoj Kumar Jain 47600 38.11Smriti Food Park Private Limited 10000 8.01Prakash Endeavours Private Limited 5000 4.00Rekha Mannoj Jain 2000 1.60Jain Technologies Private Limited 10000 8.01Citiwings Highrise Private Limited 5000 4.00Jain Heavy Industries Private Limited 10000 8.01Jain Coke & Power Private Limited 10000 8.01Dynamic Buildcon Private Limited 10000 8.01Maroon Deveopers Private Limited 10000 8.01Sumit Goenka 100 0.08Debasish Guha 100 0.08Lalit Soni 100 0.08Raj Kumar Chandak 5000 4.00Total 124900 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 6.99 6.99 6.99Share Application Money 0.00 55.00 55.00Reserves & Surplus (excluding revaluation reserves) - - -Sales - - -Other Income - - -Profit After Tax - - -Earning Per Share (Rs.) - - -Book Value (Rs.) * 3.40 82.09 82.09*Share application money has also been considered for the calculation of Book Value.BIDPL is not listed on any Stock Exchange. BIDPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.9. MK Media Private Limited (“MKMPL”)MKMPL was originally incorporated as a private limited company on 7 April 2008 under the Companies Act,1956 vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West BengalThe registered office of MKMPL is located at “Premlata Building”, 4 th Floor, 39, Shakespeare Sarani, Kolkata-700 017. The CIN of the company is U22300WB2008PTC124791.Principal Business of MKMPLTo carry on the business of broadcasting, telecasting, remote censoring, audio-visualising games, films, drama,theatre, etc; advertising, advertisement contractors/designers, of exhibitions, seminars or dealers in picture, artworks, paintings; advertising printing, circulating of newspapers, magazines, books, calendars, and selladvertising time or space on any radio station, television centre, internet, etc.Board of directors of MKMPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 7 April 2008Mr. Debashis Guha 48 Director 21 February 2009Mr. Binit Tainani 32 Director 12 October 2009Mr. Sujit Sarkar 57 Director 12 October 2009Mr. Sourin Ghosh 34 Director 12 October 2009132

Shareholding Pattern of MKMPL as of 31 May 2010Name of Shareholders No. of Shares %Mannoj Kumar Jain 2926500 74.29Rekha Mannoj Jain 1013000 25.71Total 3939500 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital N.A N.A 333.95Share Application Money N.A N.A -Reserves & Surplus (excluding revaluation reserves) N.A N.A -Sales N.A N.A 6.15Other Income N.A N.A -Profit After Tax N.A N.A (10.69)Earning Per Share (Rs.) N.A N.A (0.32)Book Value (Rs.) N.A N.A 9.59MKMPL is not listed on any Stock Exchange. MKMPL is neither a Sick Industrial Company within themeaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.10. Jain Technologies Private Limited (“JTPL”)JTPL was originally incorporated as a private limited company on 28 June 2004, under the Companies Act,1956with the name Tushita Technologies Private Limited vide Certificate of Incorporation issued by the Registrar ofCompanies, located at Kolkata, West Bengal. The name of the company was subsequently changed fromTushita Technologies Private Limited to Jain Technologies Private Limited with the approval of the CentralGovernment and a fresh certificate of incorporation was issued by the Registrar of Companies, located at,Kolkata, West Bengal on 28 November 2008. The registered office at the time of incorporation was PratapMarket, Sevoke Road, Siliguri – 734 401, which was changed to “Premlata Building”, 5th Floor, 39,Shakespeare Sarani, Kolkata - 700 017 with effect from 3 July 2006. The CIN of the company isU72200WB2004PTC098978.Principal Business of JTPLTo carry on the business of to design, develop, manufacture computers and peripheral equipment and purchase,sell, hire lease and maintain communications systems and aids of all kind of machinery and electronic devicesand carry on the business of computer bureau and to computer consultants and any other kind of service offacility relating to computers and computer programming.Board of directors of JTPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 28 June 2004Ms. Rekha Mannoj Jain 33 Director 28 June 2004Mr. Raju Ghosh 28 Director 6 October 2008Mr. Sujit Sarkar 57 Director 6 October 2008Mr. Binit Tainani 32 Director 6 October 2008Shareholding Pattern of JTPL as of 31 May 2010Name of Shareholders No. of Shares %Mannoj Kumar Jain 10000 1.10Rekha Mannoj Jain 10000 1.10Prakash Petrochemicals Private Limited 80000 8.82Jain Coke & Power Private Limited 80000 8.82133

Neptune Plaza Maker Private Limited 50000 5.51Prakash Endeavours Private Limited 80000 8.82Prakash Vanijya Private Limited 40000 4.41Smriti Food Park Private Limited 77000 8.49Trinity Nirman Private Limited 40000 4.41Citiwings Highrise Private Limited 60000 6.62Dynamic Buildcon Private Limited 60000 6.62Sonata Construction Private Limited 70000 7.72Quantum Nirman Private Limited 70000 7.72Swift Abhasan Private Limited 40000 4.41Sanjha Ghar Nirmaan Private Limited 60000 6.62Jain Heavy Industries Private Limited 80000 8.82Total 907000 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 84.70 84.70 84.70Share Application Money 171.00 181.00 170.00Reserves & Surplus (excluding revaluation reserves) 330.80 330.80 330.80Sales - - -Other Income - - -Profit After Tax (0.51) (18.92) (0.49)Earning Per Share (Rs.) (0.06) (2.23) (0.06)Book Value (Rs.) * 68.99 67.97 66.66*Share application money has also been considered for the calculation of Book Value.JTPL is not listed on any Stock Exchange. JTPL is neither a Sick Industrial Company within the meaning of theSick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.11. Jain Heavy Industries Private Limited (“JHIPL”)JHIPL was originally incorporated as a private limited company on 17 June 2004 under the CompaniesAct,1956 with the name Tushita Heavy Industries Private Limited vide Certificate of Incorporation issued by theRegistrar of Companies, located at Kolkata, West Bengal. The name of the company was changed from TushitaHeavy Industries Private Limited to Jain Heavy Industries Private Limited and a fresh certificate ofincorporation was issued bt the Registrar of Companies, located at West Bengal, Kolkata on 28 November2008. The registered office at the time of incorporation was Pratap Market, Sevoke Road, Siliguri – 734 401,which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017 with effectfrom 3 July 2006. The CIN of the company is U29199WB2004PTC098869.Principal Business of JHIPLTo carry on the business as manufacturers, producers, processors, buyers, sellers, retailers, inventors, jobbers,brokers, packers, movers, consignor or otherwise deal in machine used in heavy industries, automobile parts,industrial mining, agricultural and other machines and all types of tools, plants, equipment, instruments, generalfittings and appliances of all description of alloy, glass, etc.Board of directors of JHIPL as of 31 May 2010Name Age PositionDirectorSinceMr. Mannoj Kumar Jain 36 Director 17 June 2004Ms. Rekha Mannoj Jain 33 Director 17 June 2004Shareholding Pattern of JHIPL as of 31 May 2010134

Name of Shareholders No. of Shares %Mannoj Kumar Jain 10000 0.99Rekha Mannoj Jain 10000 0.99Jain Coke & Power Private Limited 91300 9.00Neptune Plaza Maker Private Limited 68000 6.71Prakash Endeavours Private Limited 86700 8.55Prakash Vanijya Private Limited 80000 7.89Smriti Food Park Private Limited 60000 5.92Prakash Petrochemicals Private Limited 40000 3.94Jain Technologies Private Limited 80000 7.89Citiwings Highrise Private Limited 80000 7.89Dynamic Buildcon Private Limited 140000 13.81Maroon Developers Private Limited 80000 7.89Suave Construction Private Limited 90000 8.88Swift Awasan Private Limited 40000 3.94Tushita Builders Private Limited 58000 5.72Total 1014000 100.00Financial Performance(Rs. in lacs)For the Financial Year ended 31 stParticularsMarch2007 2008 2009Equity Share Capital 95.60 95.60 95.60Share Application Money 58.00 62.00 58.00Reserves & Surplus (excluding revaluation reserves) 374.40 374.40 374.40Sales - - -Other Income - - -Profit After Tax (0.54) (8.40) (0.70)Earning Per Share (Rs.) (0.06) (0.88) (0.07)Book Value (Rs.) * 55.00 54.58 54.13*Share application money has also been considered for the calculation of Book Value.JHIPL is not listed on any Stock Exchange. JHIPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.12. Trinity Nirman Private Limited (“TNPL”)TNPL was originally incorporated as a private limited company on 31 May 2007 under the Companies Act,1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal.The registered office of TNPL at the time of incorporation was 72, Shakespeare Sarani, Kolkata – 700 017,which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017 with effectfrom 10 February 2009. The CIN of the company is U45400WB2007PTC116263.Principal Business of TNPLTo carry on the business through consultancy management, lease, exchange, ownership, purchase or otherwiseacquire deal in construct, warehouse, or any function of proprietors or real estate, shopping mall, apartment andimmovable property of any kind or tenure or interest in the same and to develop, undertake, maintain, or do anywork or furnish any building, hotels, complexes, hospitals or otherwise appropriate and carry on business asproprietors or finance or assist in financing the sale of houses, buildings, flats by way of hire purchase ordeferred payment or otherwise and to finance the sale and maintenance of such property.Board of Directors of TNPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 10 February 2009Ms. Rekha Mannoj Jain 33 Director 10 February 2009135

Shareholding Pattern of TNPL as of 31 May 2010Name Of Shareholders No. of Shares %Mannoj Kumar Jain 5000 50.00Rekha Mannoj Jain 5000 50.00Total 10000 100.00Financial Performance(Rs. in lacs)For the Financial Year ended 31 stParticularsMarch2007 2008 2009Equity Share Capital N.A 1.00 1.00Share Application Money N.A - -Reserves & Surplus (excluding revaluation reserves) N.A - -Sales N.A - -Other Income N.A - -Profit After Tax N.A - (0.31)Earning Per Share (Rs.) N.A - (3.10)Book Value (Rs.) N.A 7.41 4.80TNPL is not listed on any Stock Exchange. TNPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.13. Odyssey Realtors Private Limited (“ORPL”)ORPL was originally incorporated as a private limited company on 19 July 2007 under the Companies Act,1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal.The registered office of ORPL at the time of incorporation was 72, Shakespeare Sarani, Kolkata – 700 017,which was changed to 18, A.P.C. Road, Ground Floor, Kolkata – 700009 with effect from 3 March 2010. TheCIN of the company is U45400WB2007PTC117349.Principal Business of ORPLTo carry on the business through consultancy management, lease, exchange, ownership, purchase or otherwiseacquire deal in construct, warehouse, or any function of proprietors or real estate, shopping mall, apartment andimmovable property of any kind or tenure or interest in the same and to develop, undertake, maintain, or do anywork or furnish any building, hotels, complexes, hospitals or otherwise appropriate and carry on business asproprietors or finance or assist in financing the sale of houses, buildings, flats by way of hire purchase ordeferred payment or otherwise and to finance the sale and maintenance of such property.Board of directors of ORPL as of 31 May 2010Name Age Position Director SinceMr. Bijay Kumar Loyalka 63 Director 25 August 2007Mr. Mannoj Kumar Jain 36 Director 25 August 2007Ms. Rekha Mannoj Jain 33 Director 27 August 2008Mr. Ritwik Das 33 Director 25 August 2007Shareholding Pattern of ORPL as of 31 May 2010Name of Shareholders No. of Shares %Mannoj Kumar Jain 2500 25.00Rekha Mannoj Jain 2500 25.00Mr. Bijay Kumar Loyalka 2500 25.00Mr. Ritwik das 2500 25.00Total 10000 100.00136

Financial Performance(Rs. in lacs)For the Financial Year ended 31 stParticularsMarch2007 2008 2009Equity Share Capital N.A 1.00 1.00Share Application Money N.A - -Reserves & Surplus (excluding revaluation reserves) N.A - -Sales N.A - -Other Income N.A - -Profit After Tax N.A - -Earning Per Share (Rs.) N.A - -Book Value (Rs.) N.A 7.64 7.64ORPL is not listed on any Stock Exchange. ORPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.14. Neptune Plaza Maker Private Limited (“NPMPL”)NPMPL was originally incorporated as a private limited company on 31 May 2007 under the Companies Act,1956 vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West Bengal.The registered office of NPMPL at the time of incorporation was 72, Shakespeare Sarani, Kolkata – 700 017,which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017 with effectfrom 31 January 2009. The CIN of the company is U45400WB2007PTC116264.Principal Business of NPMPLTo carry on the business through consultancy management, lease, exchange, ownership, purchase or otherwiseacquire deal in construct, warehouse, or any function of proprietors or real estate, shopping mall, apartment andimmovable property of any kind or tenure or interest in the same and to develop, undertake, maintain, or do anywork or furnish any building, hotels, complexes, hospitals or otherwise appropriate and carry on business asproprietors or finance or assist in financing the sale of houses, buildings, flats by way of hire purchase ordeferred payment or otherwise and to finance the sale and maintenance of such property.Board of directors of NPMPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 31 January 2009Ms. Rekha Mannoj Jain 33 Director 31 January 2009Shareholding Pattern of NPMPL as of 31 May 2010Names of Shareholders No. of Shares %Mannoj Kumar Jain 5000 50.00Rekha Mannoj Jain 5000 50.00Total 10000 100.00Financial Performance(Rs. in lacs)Particulars2007 2008 2009Equity Share Capital N.A 1.00 1.00Share Application Money N.A - -Reserves & Surplus (excluding revaluation reserves) N.A - -Sales N.A - -Other Income N.A - -Profit After Tax N.A - (0.32)Earning Per Share (Rs.) N.A - (3.20)137

Book Value (Rs.) N.A 7.41 4.73NPMPL is not listed on any Stock Exchange. NPMPL is neither a Sick Industrial Company within the meaningof the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.15. Jain Renewable Energy Private Limited (“JREPL”)JREPL was originally incorporated as a private limited company on 30 June 2008 under the Companies Act,1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal,The registered office of JREPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata -700 017. The CIN of the company is U40200WB2008PTC127013. The Company is yet to commencecommercial activity as on 31 March 2009.Principal Business of JREPLTo carry on the business of generation, harnessing and distribution of power supply either by hydro, thermal, airdiesel or through renewable source like solar wind mill or any other means by setting up power plants for allpurposes for which electrical energy can be employed and to sell such power either directly, throughtransmission lines or otherwise for any industrial project financed by this company and furthermore to establish,equip and maintain power generation machinery and equipment and construct and establish power stations,boiler houses and other works necessary for generating and distributing electricity.Board of directors of JREPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 30 June 2008Ms. Rekha Mannoj Jain 33 Director 30 June 2008Mr. Ashok Kumar Chadha 60 Director 16 June 2009Shareholding Pattern of JREPL as of 31 May 2010Names of Shareholders No. of Shares %Mannoj Kumar Jain Jt. Jain Energy Ltd. 1 0.01Jain Energy Limited 9999 99.99Total 10000 100.00Financial Performance(Rs. in lacs)For the Financial Year ended 31 stParticularsMarch2007 2008 2009Equity Share Capital N.A N.A 1.00Share Application Money N.A N.A 2.58Reserves & Surplus (excluding revaluation reserves) N.A N.A -Sales N.A N.A -Other Income N.A N.A -Profit After Tax N.A N.A -Earning Per Share (Rs.) N.A N.A 0.00Book Value (Rs.) * N.A N.A 19.50*Share application money has also been considered for the calculation of Book Value.JREPL is not listed on any Stock Exchange. JREPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.16. Jain Realty Limited (“JRL”)JRL was originally incorporated as a public company on 28 February 2007 under the Companies Act, 1956 videCertificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The138

egistered office of JRL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017.The CIN of the company is U45200WB2007PLC113740.Principal Business of JRLTo carry on the business to acquire by purchase, lease or otherwise develop or operate land, building of anytenure or description including agricultural land quarries and any estate or interest therein and turn the same toaccount as may seem expedient by preparing building sites and by restructuring, altering or otherwise, malls,houses, multiplex complex and conveniences of all kinds by leasing, hiring of the same to manage land, buildingand other properties belonging to the company or not and to collect rent income and supply tenants andoccupiers and carry on real estate business and construction.Board of directors of JRL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 28 February 2007Ms. Rekha Mannoj Jain 33 Director 28 February 2007Mr. Ashok Kumar Chadha 60 Director 16 June 2009Shareholding Pattern of JRL as of 31 May 2010Names of Shareholders No. of Shares %Prakash Vanijya Pvt. Ltd. 500000 16.12Jain Heavy Industries Pvt. Ltd. 250000 8.06Jain Technologies Pvt. Ltd. 250000 8.06Octagon Concrete Creation (P) Ltd. 50000 1.61Mannoj Kumar Jain 1035100 33.36Rekha Mannoj Jain 24500 0.79Suave Construction Pvt. Ltd. 125000 4.03Dynamic Buildcon Pvt. Ltd. 125000 4.03Citiwings Highrise Pvt. Ltd. 250000 8.06Swift Abhasan Pvt. Ltd. 150000 4.83Varsha Infrastructure Pvt. Ltd. 100000 3.22Maroon Developers Pvt. Ltd. 69000 2.22Neptune Plaza Maker Pvt. Ltd. 68610 2.21Vishuddhi Developers Pvt. Ltd. 80000 2.58Debasish Guha 100 0.003Raj Kumar Chandak 100 0.003Lalit Soni 100 0.003Dipak Das 100 0.003Tushita Builders Pvt. Ltd. 25000 0.81Total 3102610 100Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 5.00 110.00 110.00Share Application Money - - 525.00Reserves & Surplus (excluding revaluation reserves) - 105.00 105.00Sales - - -Other Income - - 4.57Profit After Tax - - -Earning Per Share (Rs.) - - -Book Value (Rs.) * 6.78 19.54 67.27*Share application money has also been considered for the calculation of Book Value.139

JRL is not listed on any Stock Exchange. JRL is neither a Sick Industrial Company within the meaning of theSick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.17. Jain Power Limited (“JPL”)JPL was originally incorporated as a public company on 10 March 2008 under the Companies Act, 1956 videCertificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. Theregistered office of JPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017.The CIN of the company is U40105WB2008PLC123914.Principal Business of JPLTo carry on the business of producers, manufactures, suppliers transformers, convertors, carriers and dealers inelectricity, all forms of energy and any products or by-products derived from this business or connected withany other forms of energy and otherwise acquire and dispose of steam, hydro or tidal, water, fuel handlingequipment and machinery and any product or by-product derived from such business.Board of Directors of JPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 10 March 2008Ms. Rekha Mannoj Jain 33 Director 10 March 2008Mr. Ashok Kumar Chadha 60 Director 16 June 2009Shareholding Pattern of JPL as of 31 May 2010Names of Shareholder No. of Shares %Mannoj Kumar Jain 25000 50.00Rekha Mannoj Jain 24500 49.00Prakash Endeavours Private Limited 100 0.20Debasish Guha 100 0.20Raj Kumar Chandak 100 0.20Sumit Goenka 100 0.20Dipak Das 100 0.20Total 50000 100Financial Performance(Rs. in lacs)For the Financial Year ended 31 stParticularsMarch2007 2008 2009Equity Share Capital N.A 5.00 5.00Share Application Money N.A - -Reserves & Surplus (excluding revaluation reserves) N.A - -Sales N.A - -Other Income N.A - -Profit After Tax N.A - -Earning Per Share (Rs.) N.A - -Book Value (Rs.) N.A 8.84 8.70JPL is not listed on any Stock Exchange. JPL is neither a Sick Industrial Company within the meaning of theSick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.18. Jain Natural Resources Limited (“JNRL”)JNRL was originally incorporated as a public company on 5 February 2008 under the Companies Act, 1956vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The140

egistered office of JNRL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700017. The CIN of the company is U14290WB2008PLC122407.Principal Business of JNRLTo carry on the business of purchase or otherwise acquiring any prospecting and exploring rights, mining rightsin land anywhere in India believed to contain metallic and non-metallic minerals, hydrocarbons, refractory andnon-refractory mineral and any other kind of ores and mineral which seem suitable or useful for any of theCompany‟s objects and interests and further on dealing in any other manner with the above and environmentmanagement and reclamation and rehabilitation of mines and carry out refining, smelting of minerals, washingbeneficiation etc.Board of Directors of JNRL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 5 February 2008Ms. Rekha Mannoj Jain 33 Director 5 February 2008Mr. Ashok Kumar Chadha 60 Director 16 June 2009Shareholding Pattern of JNRL as of 31 May 2010Names of Shareholders No.of shares %Mannoj Kumar Jain 25000 50.00Rekha Mannoj Jain 24500 49.00Prakash Endeavours Private Limited 100 0.20Raj Kumar Chandak 100 0.20Sumit Goenka 100 0.20Dipak Das 100 0.20Debasish Guha 100 0.20TOTAL 50000 100.00Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital N.A 5.00 5.00Share Application Money N.A - -Reserves & Surplus (excluding revaluation reserves) N.A - -Sales N.A - -Other Income N.A - -Profit After Tax N.A - -Earning Per Share (Rs.) N.A - -Book Value (Rs.) N.A 8.74 8.74JNRL is not listed on any Stock Exchange. JNRL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.19. Jain Energy Trading Limited (“JETL”)JETL was originally incorporated as a public company on 26 May 2008 under the Companies Act, 1956 videCertificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. Theregistered office of JETL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700017. The CIN of the company is U40107WB2008PLC126122.Principal Business of JETLTo carry on business of purchase and sale of all forms of electrical power, conventional and non-conventionaland deal with electrical energy in all aspects without prejudice to generality of the above functions of the141

Company. Also to plan and establish reliable power trading system, policies and procedures towardsprocurement, transfer/wheeling of power from supply generating companies within and outside India and topromote and take up developmental work, selection and establishment of independent power producers and toprovide them with the necessary services.Board of Directors of JETL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 26 May 2008Ms. Rekha Mannoj Jain 33 Director 26 May 2008Mr. Ashok Kumar Chadha 60 Director 16 June 2009Shareholding Pattern of JETL as of 31 May 2010Names of Shareholders No. of Shares %Mannoj Kumar Jain 25000 50.00Rekha Mannoj Jain 24500 49.00Prakash Endeavours Private Limited 100 0.20Debasish Guha 100 0.20Raj Kumar Chandak 100 0.20Sumit Goenka 100 0.20Dipak Das 100 0.20Total 50000 100Financial Performance(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital N.A N.A 5.00Share Application Money* N.A N.A 0.58Reserves & Surplus (excluding revaluation reserves) N.A N.A -Sales N.A N.A -Other Income N.A N.A -Profit After Tax N.A N.A -Earning Per Share (Rs.) N.A N.A -Book Value (Rs.) N.A N.A 10.00*Share application money has also been considered for the calculation of Book Value.JETL is not listed on any Stock Exchange. JETL is neither a Sick Industrial Company within the meaning of theSick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.20. Global Scape Infrastructure Private Limited (“GSIPL”)GSIPL was originally incorporated as a private limited company on 4 January 2007 under the Companies Act,1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal.The registered office of GSIPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017. The CIN of the company is U45200WB2007PTC112426.Principal Business of GSIPLGSIPL is in the business of acquiring by purchase, lease or otherwise develop or operate land, building of anytenure or description including agricultural land quarries and any estate or interest therein and turn the same toaccount as may seem expedient by preparing building sites and by restructuring, altering or otherwise, malls,houses, multiplex complex and conveniences of all kinds by leasing, hiring of the same to manage land, buildingand other properties belonging to the company or not and to collect rent income and supply tenants andoccupiers and carry on real estate business and construction.Board of Directors of GSIPL as of 31 May 2010Name Age Position Director Since142

Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 4 January 2007Ms. Rekha Mannoj Jain 33 Director 4 January 2007Mr. Bijay Kumar Loyalka 63 Director 4 January 2007Mr. Ritwik Das 33 Director 4 January 2007Mr. Binit Tainani 32 Director 20 October 2009Shareholding Pattern of GSIPLL as of 31 May 2010Names of Shareholders No. of Shares %Bijay Kumar Loyalka 2500 25.00Ritwik Das 2500 25.00Mannoj Kumar Jain 2500 25.00Rekha Mannoj Jain 2500 25.00Total 10000 100Financial Performance:(Rs. in lacs)ParticularsFor the Financial Year ended 31 st March2007 2008 2009Equity Share Capital 1.00 1.00 1.00Share Application Money - - -Reserves & Surplus (excluding revaluation reserves) - - -Sales - - -Other Income - - -Profit After Tax - - -Earning Per Share (Rs.) - - -Book Value (Rs.) (6.30) (6.30) (6.30)GSIPL is not listed on any Stock Exchange. GSIPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.21. Suraj Abasan Private Limited (“SAPL”)SAPL was originally incorporated as a private limited company on 20 April 2005 under the Companies Act,1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal.The registered office of SAPL is located at Pratap Market, Sevoke Road, Siliguri – 734 401. The CIN of thecompany is U70101WB2005PTC102788.Principal Business of SAPLSAPL is in the business of real estate, developers, builders, promoters architects, engineers, etc and taking upthe work of construction of buildings, offices, road, bridges, dams, power projects, houses, electrical contracts,and otherwise. It also carries on the business of builders, contractors, promoters, designers, architects,consultants, brokers and otherwise of all types of buildings and structures and to develop, erect, install, improve,renovate, repair, demolish, all such buildings and structures, machineries, transport vehicles of any kind and topurchase, sale, develop or deal in all types of land, movable and immovable properties.Board of Directors of SAPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 29 November 2008Mr. Suraj Jain 33 Director 20 April 2005Mr. Darshan Lal Jain 73 Director 20 April 2005Shareholding Pattern of SAPL as of 31 May 2010143

Names of Shareholders No. of Shares %Darshan Lal Jain 5000 50.00Suraj Kumar Jain 5000 50.00Total 10000 100.00Financial Performance(Rs. in lacs)Particulars2007 2008 2009Equity Share Capital 1.00 1.00 1.00Share Application Money 45.00 45.00 45.00Reserves & Surplus (excluding revaluation Reserves) - - -Sales - - -Other Income - - -Profit After Tax (0.06) (0.06) (0.06)Earning Per Share (Rs.) (0.6) (0.6) (0.6)Book Value (Rs.) * 456.82 456.72 456.5*Share application money has also been considered for the calculation of Book Value.SAPL is not a listed company. SAPL is neither a Sick Industrial Company within the meaning of the SickIndustrial Companies (Special Provisions) Act, 1995 nor is under winding up.22. Jain Solar Energy Private Limited (“JSEPL”)JSEPL was incorporated on 18 March 2010 under the Companies Act, 1956 vide Certificate of Incorporationissued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of JSEPL islocated at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017. The CorporateIdentification Number of the JSEPL is U40107WB2010PTC143913.Principal Business of JSEPLThe Company has been recently incorporated and JSEPL will be engaged in the solar power business.Board of Directors of JSEPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 18 March 2010Mrs. Rekha Mannoj Jain 33 Director 18 March 2010Mr. Ashok Kumar Chadha 60 Director 20 March 2010Shareholding Pattern of JSEPL as of 31 May 2010Names of Shareholders No. of Shares % ShareholdingM/s Jain Energy Ltd. 9999 99.99Mr. Mannoj Kumar Jain Jt M/s Jain Energy Limited 1 0.01Total 10000 100JSEPL is not listed on any Stock Exchange. JSEPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up23. Glossy Developers Private Limited (“GDPL”)GDPL was incorporated on 19 March 2010 under the Companies Act, 1956 vide Certificate of Incorporationissued by the Registrar of Companies, located at, Kolkata, West Bengal. The registered office of GDPL islocated at “Premlata Building”, 5 th Floor, 39, Shakespeare Sarani, Kolkata – 700017. The CorporateIdentification Number of the company is U70109WB2010PTC143975.144

Principal Business of GDPLThe Company has been recently incorporated and will be engaged in the business of real estate development andconstruction.Board of Directors of GDPL as of 31 May 2010Name Age Position Director SinceMr. Mannoj Kumar Jain 36 Director 19 March 2010Mrs. Rekha Mannoj Jain 33 Director 19 March 2010Mr. Sunil Pandurang Mantri 39 Director 2 April 2010Mrs. Sarita Sunil Mantri 37 Director 2 April 2010Shareholding Pattern of GDPL as of 31 May 2010Names of Shareholders No. of Shares %Mr. Mannoj Kumar Jain 5000 25.00Mrs. Rekha Mannoj Jain 5000 25.00Mr. Sunil Pandurang Mantri 5000 25.00Mrs. Sarita Sunil Mantri 5000 25.00Total 20000 100GDPL is not listed on any Stock Exchange. GDPL is neither a Sick Industrial Company within the meaning ofthe Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.ConfirmationsOur Promoters and Group Companies have confirmed that they have not been declared as a wilful defaulter bythe RBI or any other governmental authority and there are no violations of securities laws committed by them inthe past and no proceedings pertaining to such penalties are pending against them.Additionally, none of the Promoters or Group Companies has been restrained from accessing the capital marketsfor any reasons by SEBI or any other authorities. In addition, none of the Promoter or Group Companies has anegative net worth as of the date of the respective last audited financial statements.LitigationFor details relating to legal proceedings involving the Promoters and Group Companies, see “OutstandingLitigations and Defaults” beginning on page 252 of the Draft Red Herring Prospectus.Common PursuitsSome of the Group Companies and /or Promoter Group have common pursuits and are involved in the businessof infrastructure. Tushita Builders Private Limited, Bengal Infrastructure Development Private Limited, TrinityNirman Private Limited, Odyssey Realtors Private Limited, Neptune Plaza Maker Private Limited, Jain RealtyLimited, Global Scape Infrastructure Private Limited, Suraj Abasan Private Limited, Jain Infra DevelopersPrivate Limited, Jain Space Infra Venture Limited, Prakash Endeavours Private Limited and Glossy DevelopersPrivate Limited are in the similar line of activity as that of the Company. We shall adopt necessary proceduresand practices as permitted by law to address any conflict situations, as and when they may arise. For furtherdetails on the business of all such Group Companies in the similar line of business, please refer to our sectiontitles “Group Companies on page 119 of the Draft Red Herring Prospectus.For, futher details on the related party transactions, to the extent of which our Company is involved, see“Related Party Transactions” on page 147 of the Draft Red Herring Prospectus.Sick CompaniesNone of the Group Companies have become sick companies under the Sick Industrial Companies Act, 1985 andno winding up proceedings have been initiated against them. Further, no application has been made, in respect145

of any of the Group Companies, to the Registrar of Companies for striking off ther names. Additionally, none ofthe Group Companies have become defunct in the past five years preceeding the filing of the Draft Red HerringProspectus.Disassociation by our Promoters in the last three yearsThere has been no disassociation by our Promoters in the last three years.For detalils of the Group Companies which have made loss or negative net worth during the past three years, see“Risk Factors” beginning on page xii of the Draft Red Herring Prospectus.146

RELATED PARTY TRANSACTIONFor details of the standalone financials on related party transactions please see “Financial Statements – RelatedParty Transactions” beginning on page 175 of the Draft Red Herring ProspectusFor details of the consolidated financials on related party transactions please see “Financial Statements –Related Party Transactions” beginning on page 209 of the Draft Red Herring Prospectus147

DIVIDEND POLICYThe declaration and payment of dividends will be recommended by our Board of Directors and approved by ourshareholders, in their discretion, and will depend on a number of factors, including, but not limited to ourearnings, capital requirements and overall financial position. Our Company has no stated dividend policy.In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenantsunder the loan or financing arrangements we may enter into to finance our expansion plans and also the fundingrequirements for our expansion plans.For details of the dividend paid by the Company, see “Financial Statements – Auditor‟s Report” beginning onpage 149 of the Draft Red Herring Prospectus.148

SECTION V: FINANCIAL STATEMENTSAUDITORS REPORT: STANDALONE FINANCIALSTo,The Board of Directors,JAIN INFRAPROJECTS LIMITED39,Shakespeare SaraniKolkata-700 017Dear Sir,Reg: Proposed Public Offer of Jain Infraprojects Limited.Auditors‟ Report as required by Part II of Schedule II of the Companies Act ,1956We have examined the financial information of Jain Infraprojects Limited(formerly Bengal InfrastructureLimited) („„the Company”) annexed hereto with this report for the purpose of inclusion in the Draft Red HerringProspectus („DRHP‟).The financial information has been prepared in accordance with Paragraph B(1) of Part IIof the Companies Act 1956,(„the Act”), the Securities and Exchange Board of India („SEBI‟) –Issue of capitaland Disclosure Requirements Regulations 2009 ( the ICDR regulations ), the Guidance Note on Reports inCompany Prospectus ( Revised) issued by the Institute of Chartered Accountants („ICAI‟) and term ofengagement agreed upon by us with the Company. The information has been prepared by the Company andapproved by the Board of Directors.A. Financial Information as per Audited Financial Statementsi. The attached restated Statements of Assets and Liabilities as at December 31 st 2009, March 31 st 2009 ,March 31 st 2008 ,March 31 st 2007, March 31 st 2006 and March 31 st 2005.( Annexure I).ii.The attached restated Statements of Profit & Loss account for the nine month period ended December31 st 2009, and year ended March 31 st 2009 , March 31 st 2008 ,March 31 st 2007, March 31 st 2006 andMarch 31 st 2005.(Annexure II).iii. The attached restated Statements of Cash Flow for the nine month period ended December 31 st ,2009and March 31 st 2009, March 31 st 2008 ,March 31 st 2007,March 31 st 2006 and March 31 st2005.(Annexure III).iv.the significant accounting policies adopted by the Company as at and for the nine month periodDecember 31,2009 and notes to the Restated Summary Statements (Annexure IV)-collectively referred to as the „Restated Summary Statements”The Restated Consolidated Summary Statements have been extracted from audited financial statements of theCompany as at and for the nine month period ended December 31 st 2009 and year ended March 31 st 2009,March31 st 2008,March 31 st 2007, March 31 st 2006 and March 31 st 2005 which have been approved by the Board ofDirectors. Further, Audit of the financial statement as at and for the period ended 06.11.2006, year ended 31 st March 2006and 31 st March 2005 of the erstwhile partnership firm was conducted by M/s Sinhal & Associates,Chartered Accountants, being the auditor of the erstwhile partnership firm for the above period /years.Audit of the financial statement as at and for the period ended 31.12.2009 of the overseas branch wasconducted by M/s Kaid Auditing Company, Chartered Accountants, being the auditor of the branch forthe above periodand accordingly reliance has been placed on the financial statements audited and reported upon by the respectiveAuditor‟s for the said period/ years.B. Based on our examination on these Summary Statements, we state that149

The restated profits have been arrived at after making such adjustments and regroupings as in ouropinion are appropriate in the year/period to which they relate.The restated summary statements have to be read in conjunction with the significant accountingpolicies and the notes given in Annexure IV to this report.There are no prior period items which are required to be adjusted in the restated summary statementsin the year/ period they relate.There are no qualifications in the auditor‟s report which require any adjustments in the summarystatements.C. Other Financial Information as per Audited Financial Statements:We have also examined the following financials relating to Company, which is based on the Restated SummaryStatements/audited financial statements and approved by the Board of Directors for the purpose of inclusionherein:1. Statement of Rate of Dividend- Annexure V2. Statement of Accounting Ratios-Annexure VI3. Statement of Capitalization as at 31 st March 2009 and 31 st December 2009 -Annexure -VII4. Statement of Tax Shelter- Annexure -VIII5. Statement of Loans and advances Annexure -IX6. Statement of Secured Loans - Annexure -X7. Statement of Unsecured Loans- Annexure -XI8. Statement of Investments- Annexure -XII9. Statements of Sundry Debtors- Annexure -XIII10. Statement of Contingent Liabilities not provided for- Annexure -XIV11. Statement of Related Party Transaction- Annexure -XV12. Statement of Current Liabilities & Provisions- Annexure –XVI13. Statement of Other Income- Annexure -XVII14. Statement of DTL & DTA- Annexure -XVIII15. Statement of Earning Per Share- Annexure -XIXIn respect of the other „Financial Information‟ stated above we have relied upon the audited financial statementsfor period ended 06.11.2006, year ended 31 March 2006 and 31 March 2005 (the erst while partnership firm)which were audited and reported by M/s Sinhal & Associates, Chartered Accountants, as stated above.Incorporated in the restated summary statement are the financial statements of a branch opened in the UnitedArab Emirates on 5 th March 2009. The account of the branch for the period 5 th March 2009 to 31 st December2009 have been audited by the auditor of the branch and accordingly reliance has been placed on the financialstatements so audited and reported. The extract in respect to financial information for the period starting from 5 thMarch 2009 to 31 st March 2009 and period starting from first 1 st April 2009 to 31 st December 2009 in respect tobranch incorporated in the restated summary statement have been provided to us by the management from theaudited financial information of the branch and accordingly we have placed our reliance on the financialinformation so provided by the management for the said periods.150

In our opinion, the financial information of the Company as attached to this report, as mentioned in paragraphA, B and C above, read with significant accounting policies and notes enclosed in Annexure IV has beenprepared in accordance with Part II of Schedule II of the Act and the Regulation issued by SEBI.We have no responsibility to update our report for events and circumstances occurring after date of the report.This report is in intended solely for your information and for inclusion in the Offer Document in connectionwith the proposed public offering of the Company and is not to be used, referred to or distributed for any otherpurpose without our prior written consent.For R.K.Chandak & CoChartered Accountants(Rajesh Kumar Chandak)PartnerMembership No: 054637Firm Registration Number: 319248EDated: the day of June,2010Place: Kolkata151

STATEMENT OF ASSETS AND LIABILITIESANNEXURE I(Rs in lacs)Sr.No.AParticularsAs at 31stDecember,2009As at 31stMarch,2009As at 31stMarch,2008As at 31stMarch,2007*As at 31stMarch,2006As at 31stMarch,2005Fixed AssetsGross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42Capital Work in Progress - - - 396.90 - -Less : Revaluation Reserve - - - - - -Net Block after adjustmentfor Revaluation Reserve.3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42B Investment 49.70 49.70 - - - -C Current Assets, Loans &AdvancesInventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11Sundry Debtors 24,663.56 8,504.20 2,878.65 3017.67 135.82 1176.05Cash and Bank Balances 3,304.99 2,057.42 1,823.75 221.76 76.31 83.99Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70Total 70,109.90 38,979.26 21,855.11 7,973.77 2,027.59 1,875.85D Liabilities and ProvisionsSecured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09Share Application Money 285.00 - - 28.31 - -Deferred Tax Liability (Net) 368.70 307.51 210.38 170.69 146.43 137.36Current Liabilities &Provisions19,571.33 11,723.12 3,979.63 2641.23 352.02 610.98Total 55,201.85 30,366.19 19,339.48 7499.09 2050.16 2091.79E Net Worth (A+B+C-D) 18,920.74 12,730.21 4,793.01 2431.35 1263.98 849.48F Represented byEquity ShareCapital/Partners capital2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48Reserves & Surplus 16,413.79 10,434.33 2,986.77 699.99 0.00 0.00Less : MiscellaneousExpenses ( To the extent not14.44 19.51 26.27 3.02 - -written off)Net Worth 18920.74 12730.21 4793.01 2431.35 1263.98 849.48*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.As per our report Attached.For R.K. CHANDAK & COChartered AccountantsRajesh Kumar Chandak,PartnerMembership No.054637FRN No: -319248EKolkataDated: the 18 th day of June, 2010.For and on Behalf of the Board of DirectorsJain Infraprojects LimitedMannoj Kumar JainChairmanAshok ChadhaVice Chairman-cum- Managing DirectorSumit SuranaCompany Secretary152

ANNEXURE IISTATEMENT OF PROFIT AND LOSS ACCOUNTSr.No.AParticularsFor theperiod endedon 31 stDecember,2009For the yearended on 31 stMarch,2009For the yearended on 31 stMarch,2008For the yearended on31 stMarch,2007*For the yearended on 31 stMarch,2006(Rs in lacs)For the yearended on 31 stMarch,2005IncomeGross Contract Receipts 65,101.14 50,446.66 21,298.21 10,468.66 3,244.26 4,141.62Other Income 228.11 216.07 265.44 35.89 17.91 2.50Increase(Decrease inInventories)8,340.75 7,896.19 9,360.74 2,198.25 1,122.51 (395.91)Total 73,670.00 58,558.92 30,924.39 12,702.80 4,384.68 3,748.21B ExpenditureRaw Materials Consumed 33,821.92 41,403.16 19,550.30 7,551.58 1,306.30 1,338.77Other Contract OperatingExpenses30,158.96 7,631.40 6,067.65 2,674.22 2,416.45 1,803.34Staff Costs 817.73 714.63 518.31 822.35 105.70 3.47Administrative & OtherExpenses558.46 1,445.68 578.88 305.55 121.32 95.40Total 65,357.07 51,194.87 26,715.14 11,353.70 3,949.77 3,240.98C Net Profit before Interest,Depreciation, Tax and8,312.93 7,364.05 4,209.25 1,349.10 434.91 507.23Extraordinary itemsDepreciation 186.04 185.93 121.20 80.81 66.21 54.77Interest & Financial Charges 3,062.46 3,312.51 1,850.74 297.91 94.81 185.38Profit / Loss before Tax butbefore Extra - ordinary Items5,064.43 3,865.61 2,237.31 970.38 273.89 267.08Provision for Taxation- Current Tax 868.78 437.97 286.40 301.92 72.12 35.20- Deferred Tax 61.19 97.13 39.69 24.26 9.07 137.36- Fringe BenefitTax- 11.16 10.22 4.01 4.77 -D Profit / Loss after Tax butbefore Extra - ordinary4,134.46 3,319.35 1,901.00 640.19 187.93 94.52ItemsExtra-ordinary Items - - - - - -Add/(Less) TaxationAdjustment(9.00) - - (15.52) - -Effect of change inaccounting policy on account- - - (146.42) - -of deferred tax provisionsEffect of change inaccounting policy on account- - - 465.02 - 204.50of DepreciationE Profit/Loss after ExtraordinaryItems4,125.46 3,319.35 1,901.00 943.27 187.93 299.02Add: Balance b/f from lastyear5,459.66 2,377.98 699.99 - - -Profit available forappropriation9,585.12 5,697.33 2,600.99 943.27 187.93 299.02Proposed Dividend - 186.05 173.52 - - -Tax thereon - 31.62 29.49 - - -Transfer to General Reserve - 20.00 20.00 - - -Less : Profit for the periodended 06/11/2006- - - 243.28 - -Profit Transferred to BalanceSheet9,585.12 5,459.66 2,377.98 699.99 187.93 299.02*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.153

For R.K. CHANDAK & COChartered AccountantsRajesh Kumar Chandak,PartnerMembership No.054637FRN No: -319248EKolkataDated: the 18 th day of June, 2010.For and on Behalf of the Board of DirectorsJain Infraprojects LimitedMannoj Kumar JainChairmanAshok ChadhaVice Chairman-cum- Managing DirectorSumit SuranaCompany Secretary154

ANNEXURE IIIParticularsSTATEMENT OF CASH FLOWFor the periodended on 31 stDecember,2009For the yearended on31 stMarch,2009For the yearended on31 stMarch,2008For the yearended on 31 stMarch,2007*(Rs in lacs)For the yearended on31 stMarch,2006For the yearended on31 stMarch,2005Cash Flows from Operating ActivitiesNet Profit before Taxation 5064.43 3865.61 2237.31 970.38 273.89 267.08Adjustments for:Depreciation 186.04 185.93 121.20 80.81 66.21 54.77Interest/ Dividend Income (109.56) (145.52) (213.46) (0.58) (3.33) (2.50)Less : AdjustmentsProfit pertain to partnership firm transfer to- - - (243.28) - -partner’s capital accountEffect of change in accounting policyon account of deferred tax provisions- - - (146.42) - -Effect of change in accounting policyon account of Depreciation- - - 465.02 - -Preliminary expenses Written off 5.06 6.75 6.75 0.75 - -Interest Paid 3062.46 3312.51 1850.74 297.91 94.81 185.38Loss on sale of Assets - - - 14.03 - -Provision for Gratuity & Leave encashment (11.83) 29.18 18.75 - - -Operating Profit before Working Capital8,196.60 7,254.46 4,021.29 1,438.62 431.58 504.73ChangesChange in Trade and Other Receivables (20,799.85) (8,211.81) (2,597.16) (3,452.80) 963.08 (1,251.61)Change in Inventories (8,340.74) (7,896.19) (9,360.73) (2,198.26) (1,122.50) 395.91Change in Current Liabilities 7,208.94 7,250.51 820.02 1982.82 (300.64) 386.68Income-tax paid (751.48) (782.46) (321.45) (164.73) (35.20) -Preliminary Expenses - - (30.00) (3.77) - -Net Cash Flow from Operating Activities (14,486.53) (2,385.49) (7,468.03) (2,398.12) (63.68) 35.71Cash Flow from Investing ActivitiesPurchase of Fixed Assets (81.59) (1,975.99) (838.80) (426.06) (287.34) (455.77)Sale of Fixed Assets - - - 58.00 - -Capital Work- In- Progress - - 396.90 (396.90) - -Interest Received 109.56 145.52 213.46 0.58 3.33 2.50Investments Purchased - (49.70) - - - -Net Cash Flow used in Investing Activities 27.97 (1,880.17) (228.44) (764.38) (284.01) (453.27)Proceeds from Issuance of Capital 2,060.00 4828.75 686.92 470.40 226.56 95.35Share Application Money Received 285.00 - (28.31) 28.31 - -Interest Paid (3,062.46) (3,312.51) (1,850.74) (297.91) (94.81) (185.38)Proceeds from Secured Loans 14,480.78 3,846.35 9,067.68 2,756.12 280.26 410.05Proceeds from Unsecured Loans 2,160.48 (660.25) 1,422.91 351.03 (72.00) 75.00Dividend Paid including Dividend Distribution Tax (217.67) (203.01) - - - -Net Cash Flow from Financing Activities 15706.13 4499.33 9298.46 3307.95 340.01 395.02Net increase in cash and cash equivalents 1,247.57 233.67 1,601.99 145.45 (7.68) (22.54)Cash and Cash Equivalents (OpeningBalance)2,057.42 1,823.75 221.76 76.31 83.99 106.53Cash and Cash Equivalents (Closing Balance) 3,304.99 2,057.42 1,823.75 221.76 76.31 83.99*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erst while Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.For R.K. CHANDAK & COFor and on Behalf of the Board of DirectorsChartered AccountantsJain Infraprojects LimitedRajesh Kumar Chandak,Mannoj Kumar JainPartnerChairmanMembership No.054637FRN No: -319248EAshok ChadhaKolkataVice Chairman-cum- Managing DirectorSumit SuranaDated: the 18 th day of June, 2010.Company Secretary155

Annexure IVNotes to the Restated Standalone Statement of Assets & Liabilities, Profit & Loss and Cash Flows, asrestated under Indian GAAP, for Jain Infraprojects Limited.A. Background:-• Jain Infraprojects Limited (formerly Bengal Infrastructure Limited) , was formed on 7 thNovember,2006,by converting Partnership firm M/s Bengal Construction Company (BCC) , carryingon and continuing the business of the said partnership firm uninterrupted together with the assets ,properties and right and liabilities. The Company is primarily engaged in the business of Constructionof Road, Bridge, Highway and Infrastructure Development etc.• The restated standalone statements of assets and liabilities of the company as at December 31, 2009,March 31, 2009, March 31, 2008, March 31, 2007, March 31, 2006 and March 31, 2005, and therelated restated standalone statements of Profits & Losses and Cash Flows(hereinafter collectivelyreferred to as “Restated Standalone Statements“) have been prepared specifically for inclusion in thedraft offer document to be filed by the company with the Securities and Exchange Board of India(SEBI) in connection with its proposed Initial Public Offering.• These restated standalone summary statements have been prepared to comply in all material respectwith the requirement of Schedule II to the Companies Act, 1956 (“The Act”) and the Securities andExchange Board of India (Disclosure and Investor Protection) Guidelines (“the SEBI Guidelines”) ,asamended from time to time.B. Statement of Significant Accounting Policies adopted by the Company in the preparation ofFinancial Statements as at and for the nine month period ended December31, 2009:-1. Basis Of Preparation Of Financial Statements: -The financial statements are prepared under historical cost convention on going concern basis, usingthe accrual system of accounting in accordance with the accounting principles generally accepted inIndia (Indian GAAP) and the requirement of the Companies Act, 1956, including the mandatoryAccounting Standards as prescribed by the Companies (Accounting Standard) Rules 2006.2. Use of Estimates:-The preparation of financial statements are in conformity with Generally Accepted AccountingPrinciples (GAAP) that requires the management of the company to make estimates and assumptionthat affect the reported balances of assets and liabilities and disclosures relating to the contingentliabilities as at the date of the financial statements and reported amounts of income and expenses duringthe year. Example of such estimates include employee retirement benefit plans, provision for incometax, useful life of fixed assets etc. the difference between the actual results and estimates are recognizedin the period in which such results are known or materialized.3. Fixed Assets , Depreciation and Impairment of Assets:-Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costsrelating to acquisition and installation of fixed assets are capitalized and include borrowing costsdirectly attributable to construction or acquisition of fixed assets, up to the date of asset is put to use.Depreciation on fixed assets has been provided as under:-• Depreciation on fixed assets is provided on straight line method at the rates specified in scheduleXIV of the Companies Act, 1956.• Except for items for which 100% depreciation rates are applicable, depreciation on assetsadded/disposed of during the year has been provided on pro-rata basis with reference to the date ofaddition/disposal.• The carrying amount of assets is reviewed at Balance Sheet date to determine, if there is anyindication of impairment thereof based on external/internal factors and impairment loss isrecognized wherever the carrying amount of an asset exceeds its recoverable amount whichrepresent the greater of the net selling price of the assets and its value in use in assessing value inuse, the estimated future cash flow are discounted to their present value based on an appropriatediscount factor.156

4. Revenue Recognition:-• Contract Revenue is recognized on the basis of work done and billed.• Claims and counter claims (related to customers) including those under arbitration, are accountedfor on their disposal. Other contract related claims are recognized when there is reasonablecertainty as to their recoverability.5. Investments:-6. Inventories:-Investments that are readily realizable and intended to be held for not more than a year areclassified as current investment. All other investments are classified as long-term investment.Current investments, if any, are carried at lower of Cost and fair value determined on anindividual investment basis. Long-term investments are carried at cost. However, provision fordiminution in value is made to recognize a decline other than temporary diminution in thevalue of the investment.• Work in progress is valued at cost, which reflects works done but not certified and includesconstruction materials at sites and stores and spares.• Cost of materials and stores and spares are determined at cost under FIFO basis.7. Foreign Currency Transactions:-Foreign Currency transactions are translated at the exchange rate prevailing on the reporting date.Foreign currency monetary assets and liabilities are translated at the exchange rate prevailing at thebalance sheet dates. Difference in the exchange rate is dealt with in the Income statement as theyarise.8. Borrowing Cost:-Borrowing costs that are directly attributable to the acquisition or construction of qualifying assetsare capitalized as part of the cost of such assets up-to the date of the asset is put to use. All otherborrowing costs are charged to Profit & Loss Account in the year in which they are incurred.9. Employee Benefits:-Long Term Employee Benefits:-• Defined Contribution Plans:-The company has Defined Contribution Plans for post employment benefit in the form ofProvident Fund. Besides, the company also makes contribution to the Employees State InsuranceScheme. These plans constitute insured benefits as the company has no further obligation beyondmaking the contributions. The company‟s contributions to Defined Contributions Plans arecharged to the Profit & Loss Account as incurred.• Defined Benefit Plans :-The company has Defined Benefit Plan for post employment benefit in the form of Gratuity.Liability for Defined Benefit Plan is provided on the basis of valuation, at the Balance Sheet Date,carried out by independent actuary. The actuarial valuation method used by independent actuaryfor measuring the liability is the Projected Unit Credit Method.• Compensated Absences:-Provision for compensated Absences is based on actuarial valuation carried out at Balance SheetDate.• Termination benefits:-Termination benefits are recognized as an expense as and when incurred.• Actuarial gains and losses:-10. Taxation:-Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarialassumptions are recognized immediately in the Profit & Loss Account as income or expense.157

1. Provision for current tax is made on the assessable income/benefit in accordance with and at therates specified under the Income Tax Act, 1961, as amended.2. In accordance with Accounting Standard 22 – Accounting for taxes on income, issued by theInstitute of Chartered Accountants of India, Deferred Tax is recognized on timing difference beingthe difference between the taxable incomes and the accounting incomes that originate in one yearand are capable of reversal in one or more subsequent periods. Deferred Tax Assets are recognizedsubject to the consideration of prudence and carried forward only to the extent that there is areasonable certainty that sufficient future taxable income will be available against which suchdeferred tax assets can be utilized. The tax effect is calculated on the accumulated timingdifference at the year-end based on tax rates and laws enacted or substantially enacted on BalanceSheet date.11. Earning Per Share (EPS):-Basic earning per Share is calculated by dividing the net profit or loss for the period attributable toequity shareholders by the weighted average number of equity shares outstanding during the year. Theweighted average number of equity shares outstanding during the period is adjusted for events of freshissue of shares during the year.For the purpose of calculating diluted Earning Per Share, the net profit or loss for the year attributableto equity shareholders and weighted average number of equity shares outstanding during the year isadjusted (if any) for the effects of all dilutive potential equity shares.12. Provision, Contingent Liabilities and Contingent Assets :-Provision comprises liabilities of uncertain timing or amount. Provisions involving substantial degreeof estimation in measurement are recognized when an enterprise has a present obligation as a result ofpast event; it is probable that an outflow of resources will be required to settle the obligation, in respectof which a reliable estimate can be made.Contingent Liabilities are disclosed by way of notes to accounts. Disputed demands in respect ofIncome Tax are disclosed as contingent liabilities. Payment in respects of such demand, if any, isshown as an advance, till the final outcome of the matter.Contingent assets are not recognized in the financial statements.13. Claims:-Price escalation claims and additional claims including those under arbitration are recognized asrevenue when they are realized or receipts thereof are mutually settled or reasonably ascertained.14. Start up Expenditure:-Site start-up expenses are charged off in the year these are incurred.15. Miscellaneous Expenditure:-Preliminary expenses are written off equally over a period of five years.C. Statement of Adjustment in Profit & Loss Account arising out of changes in accounting policiesand material adjustments relating to previous years/ Periods:-(Rs in lacs)Sr.No.ParticularsProfit after tax & extraordinary item as peraudited Financial Account01.04.09to31.12.0931.03.09 31.03.08 31.03.07 31.03.06 31.03.054141.81 3659.12 1632.97 587.17 137.37 96.19Adj:1) Provision for Deferred Tax 10.42 6.60 27.78 (18.81) (9.07) (137.36)2) Provision for Income Tax - (311.23) 315.22 0.46 - (35.20)3) Changes in Depreciation* (26.77) (35.14) (74.97) 25.87 - -4) Profit/ loss on Fixed Assets - - - (1.36) - -158

Sr.No.Particulars01.04.09to 31.03.09 31.03.08 31.03.07 31.03.06 31.03.0531.12.095) Extra ordinary DepreciationW/O- - - 465.02 - 204.506) Deferred tax change duringpartnership- - - (146.43) - -7) Depreciation change fromIT to Co 's31.35 59.63 170.89Net total increase /decrease (16.35) (339.77) 268.03 356.10 50.56 202.83Net profit as per restatedProfit & Loss Account4125.46 3319.35 1901.00 943.27 187.93 299.02* Since the company provided depreciation using Written Down Value Method for the period 07/11/2006 to31/03/2007 on WDV value of the assets as on 06.11.2006 for the existing assets acquired at the time ofconversion and such value was also considered as the cost of the assets for calculating depreciation underStraight Line Method from 01.04.2007 onwards whereas in restated financial statement, depreciation isprovided on the actual cost of the assets.Adjustment on account of changes in accounting policies:-The status of the company till 06 th November, 2006 was that of a partnership firm and it was convertedas company under Companies Act, 1956 on 7 th November, 2006.1. Depreciation:i) Depreciation on Fixed Assets till 6 th November, 2006 has been provided using Written downValue method at the rates and in the manner specified in the Income Tax Act, 1961.ii)iii)iv)Depreciation for the period 7 th November, 2006 to 31 st March, 2007 has been charged usingWritten down Value Method at the rates specified in Schedule XIV of the Companies Act,1956.The method of charging depreciation was changed to Straight Line Method in the Financialyear 2007-08 and therefore for the year ended March 31, 2008 depreciation has been chargedusing Straight Line Method at the rates specified in Schedule XIV of the Companies Act, 1956considering WDV as on 7 th November, 2006 as cost of acquisition for the purpose ofcalculating depreciation. Consequent to the change in the method of depreciation, the amountcharged as depreciation for the period 7 th November 2006 to 31 st March, 2007 was alsorevised.For the purpose of restated financial statement depreciation has been recalculated for all therespective financial year/ periods on the basis of straight-line method in accordance with therates prescribed in schedule XIV of the Companies Act, 1956 on the cost at which the samewere acquired.2. Current Tax & Fringe Benefit Tax:-Provision was not made for the income tax in the accounts of the erstwhile partnership firm forsome of the years. Accordingly, for the purpose of restated financial statements, provision forincome tax and fringe benefit tax has been made for the earlier years/ periods on the basis of ratesapplicable to the entity for the respective periods/ years.3. Deferred Tax Expenses:-As the Accounting Standard 22 “Accounting for taxes on income‟‟ issued by the Institute ofChartered Accountant of India was not applicable to enterprises other than companies up to thefinancial year ended 31st March, 2006, hence no provision was made by the erstwhile firm in itsbooks. Accordingly, for the purpose of restated financial statements, provision for deferred tax hasbeen made in earlier period/ years on the basis of rates applicable to the entity for the respectiveperiods/ years.4. Profit & Loss on sale of Fixed Assets:-The status of the Company up to 6th November,2006 was of partnership firm, profit / (Loss) onsale of fixed assets was not determined and amount realized for sale of fixed assets was reducedfrom block of fixed assets in accordance with the Income Tax Act,1961. For the purpose of159

estated financials statements, profit / (loss) on sale of Fixed Assets has been carried out in therespective years / periods.D. Notes to Accounts:-a) Contingent LiabilitiesContingent liabilities not provided for in respect of:Particulars of liabilities** Contingent liability in respect ofguarantees and letter of credit given bybanks on behalf of the Company.Contingent liability in respect ofCorporate guarantees given by Companyon behalf of M/s Jain Steel & PowerLimited.Contingent liability in respect ofCorporate guarantees given by Companyon behalf of M/s Jain Realty Limited.Contingent liability in respect ofCorporate guarantees given by Companyon behalf of M/s Prakash VanijyaPrivate Limited.As at December31, 2009(Rs. In lacs)As at March31, 2009As at March31, 2008As at March31, 200715124.68 10982.63 2426.78 1336.594264.00 4023.64 2800.00 2800.001994.52 1787.00 Nil Nil647.69 Nil Nil Nil** Against such liability company pledged fixed deposit receipt towards margin.ParticularsPledged fixed deposit against LC& BGAs at December31, 2009As at March31, 2009As at March31, 2008(Rs. In lacs)As at March31, 20071494.55 976.43 556.28 103.31Capital commitments: (Rs. In lacs)ParticularsEstimated amount of contractsremaining to be executed on capitalaccount and not provided forAs at December31, 2009As at March31, 2009As at March31, 2008As at March31, 2007- - - 376.00 Disclosures under Micro, Small and Medium Enterprises Development Act, 2006.As per the intimation available with the company, there are no Micro, Small and Medium Enterprises, asdefined in the Micro, Small and Medium Enterprises Development Act,2006, to whom the Company owes dueson account of the Principle amount together with interest and accordingly no additional disclosure have beenmade.c)Managerial Remuneration. (Rs. In lacs)ParticularsPeriod endedDecember31,2009Year endedMarch31,2009Year endedMarch31,2008Year endedMarch 31,2007Salary 103.50 33.00 41.15 12.73Perquisites, allowances,Contributions to PF & others.39.00 6.60 17.47 7.09This remuneration does not include gratuity provided on the basis of actuarial valuation.d)Disclosure under Accounting Standard 15 (revised 2005) “Employee Benefits”:160

The company has classified various employee benefits as under:-i). Defined contribution Plans:The company has recognized the following amounts in the Profit & Loss Account for the year:(Rs. In lacs)Sl.No.1.2.ParticularsContribution toProvident FundContribution toEmployee StateInsurance SchemePeriod endedDecember31,2009Year endedMarch31,2009Year endedMarch31,2008Year endedMarch 31,200717.04 17.99 16.99 1.810.52 0.68 1.16 -ii). Defined Benefit Plans: Valuation in respect of Gratuity and Leave encashment has been carried outby independent actuary, as at balance sheet date based on the following assumptions:Sl.No.abcdParticularsDiscount Rate perannumRate of Increase incompensation levelsRate of return on planassetsExpected Averageremaining workinglives of employees innumber of yearsPeriod endedDecember31,2009Year endedMarch31,2009Year endedMarch31,2008Year endedMarch31,20078% 8% 8% -5% 5% 5% -Nil Nil Nil -23.02 27.12 23.33 -ParticularsGratuityPeriod endedDecember31,2009YearendedMarch31,2009YearendedMarch31,2008(Rs. In lacs)Year endedMarch31,2007Projected benefits obligation at the beginning of theYear22.36 11.35 0.34 -Current service cost 8.26 14.36 11.28 -Interest Cost 1.05 1.35 0.47 -Actuarial loss/(Gains) (18.96) (4.70) (0.74) -Benefit paid Nil Nil Nil -Projected benefit obligation at the end of the year 12.71 22.36 11.35 -Amounts recognized in the balance sheetProjected benefit obligation at the end of the year 12.71 22.36 11.35 -Fair Value of Plan assets at the end of the year Nil Nil Nil -Funded Status of the plan- (Assets)/Liability 12.71 22.36 11.35 -Cost for the YearCurrent service cost 8.26 14.36 11.28 -Interest Cost 1.05 1.35 0.47 -Expected Return On Plan assets Nil Nil Nil -Net actuarial(Gain)Loss recognized in the year (18.96) (4.70) (0.75) -Net Cost (9.65) 11.01 11.00 -161

ParticularsPeriod endedDecember31,2009Leave Encashment (Rs. In lacs)YearYear endedYear endedendedMarchMarchMarch31,200931,200731,2008Projected benefits obligation at the beginning of theYear24.00 7.40 1.97 -Current service cost 4.35 9.37 4.00 -Interest Cost 1.37 1.26 0.37 -Actuarial loss/(Gains) (5.23) 7.54 1.06 -Benefit paid (2.67) (1.57) Nil -Projected benefit obligation at the end of the year 21.82 24.00 7.40 -Amounts recognized in the balance sheetProjected benefit obligation at the end of the year 21.82 24.00 7.40 -Fair Value of Plan assets at the end of the year Nil Nil Nil -Funded Status of the plan- (Assets)/Liability 21.82 24.00 7.40 -Cost for the YearCurrent service cost 4.35 9.37 4.00 -Interest Cost 1.37 1.26 0.37 -Expected Return On Plan assets Nil Nil Nil -Net actuarial(Gain)Loss recognized in the year (5.23) 7.54 1.06 -Net Cost 0.50 18.17 5.43 -For the year ended on 31 st March, 2007 Company did not provided for gratuity as none of the employee hascompleted required number of days in service, Similarly , leave salary has not been provided, as the same hasnot accrued as per terms of appointment.The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,promotion and other relevant factors, such as supply and demand in the employment market.Since the Company has not funded its gratuity liability and leave encashment there are no returns on the plannedassets and hence the details related to changes in fair value of assets have not been given.e) Earnings per Share (EPS)Basic and diluted EPS has been computed by dividing the net profit after tax for the year attributable to equityshareholders by weighted average number of equity shares outstanding during the year.Calculation of EPS (Basic and Diluted)ParticularsNominal Value of Equity Share (Rs.per share)Total No of equity shares outstandingat the beginning of the yearAdd: Issue of equity shares onPreferential basis.Total Number of Equity sharesoutstanding at the end of the year.Weighted average number of EquityShares outstanding at the end of theyear.Period endedDecember31,2009Year endedMarch31,2009Year endedMarch 31,2008For the periodendedMarch,200710.00 10.00 10.00 10.002,31,53,850 1,83,25,100 1,73,43,780 0.0020,60,000 48,28,750 9,81,320 1,73,43,7802,52,13,850 2,31,53,850 1,83,25,100 1,73,43,7802,39,32,905 1,86,05,186 1,73,51,824 51,71,441162

ParticularsPeriod endedDecember31,2009Year endedMarch31,2009Year endedMarch 31,2008For the periodendedMarch,2007Net Profit after tax for the purpose ofEPS. (Rs. In lacs.)4134.46 3319.34 1901.00 381.40*EPS-Basic and Diluted (Rs.) 17.28 17.84 10.96 7.38Since the company did not have any dilutive securities, the basic and diluted earning per share are the same.* Profit for the period 7 th November, 2006 to 31 st March, 2007 has been considered for the computation ofearning per share.f) Secured Loan:-• Working capital facilities from banks are secured by way of hypothecation of materials at site, work-inprogress,receivables and other current assets, both present and future. The facilities are also secured bypersonal guarantee of two directors of the company. The credit facilities are also collaterally secured byImmovable properties/hypothecation of unencumbered equipments and corporate guarantee of ownersof those properties.• Equipments Finance from banks and others are secured against hypothecation of specific assetpurchased from that loan and personal guarantee of one director of company.• Secured Loan repayable within one year is given in the table below year wise:-YEARAMOUNT (Rs. In lakhs)Ended on 31 st March,2007 239.45Ended on 31 st March, 2008 1795.01Ended on 31 st March,2009 1053.25Period Ended on 31 st December,2009 779.44g) Unsecured Loan:-Unsecured Loan includes interest accrued and provided thereon.h). Deferred Tax LiabilityThe significant component and classification of deferred tax liability on account of timing difference are:(Rs. In lacs)ParticularsPeriodendedDecember31,2009Year endedMarch31,2009Year endedMarch31,2008YearendedMarch31,2007Difference in WDV of Fixed Assets as per TaxBook and financial Books.1084.42 902.40 645.37 507.08Less: Reversal of Timing Difference during theperiod of 80 IA Benefit-0.29 -2.28 26.45 -Net Timing Difference 1084.71 904.68 618.92 507.08Deferred tax Liability 368.70 307.51 210.38 170.69i) Segment Reporting:-The company has a single segment namely “Core Infrastructure”. Therefore, the company‟s businessdoes not fall under different business segments as defined by “AS-17 “Segment Reporting” issued by theInstitute of Chartered Accountants of India.j) Foreign Exchange Earnings and Outgo:-(Rs. In lacs)163

Period endedYear ended Year ended Year endedParticularsDecemberMarch 31,2009 March 31,2008 March 31,200731,2009Traveling Expenditure Nil 14.16 Nil Nilk) Balances of the Debtors, Creditors and Loans and Advances in the accounts are subject to confirmation andthe balances are shown as net off to the extent applicable.l) Tax Deducted at Source on Gross Bill Works are subject to reconciliation with respective certificates andgross bill works.m) Pursuant to Accounting Standard – AS 28 – Impairment of Assets issued by the Institute of CharteredAccountants of India, the company has assessed its fixed assets for impairment as at March 31, 2009 andconcluded that there has been no significant impaired fixed asset that needs to be recognized in the book ofaccounts.n) The Provision for Taxation for the company has been made considering the profits for the period ended onDecember 31, 2009, which will be finalized based on profit for the year ended on 31 st March, 2010.o) Related parties are as identified & certified by the management and verified by the auditor.p) The “Other Income” as Recurring and Non-Recurring is based on business operations and business activitiesas determined by the Management.q) On March 18, 2008, the Company was subjected to a search/ survey under section 132 and 133 of theIncome Tax Act, 1961. During the course of this search / survey, the Income Tax Authorities have takencustody of certain documents / records and recorded statement of certain officials of the company.r) Information pursuant to provisions of paragraphs 3 and 4 of the part II of Schedule VI to the CompaniesAct, 1956 is not applicable as the organization is a construction company.s) Previous year figures has been regrouped and/or rearranged wherever required.As per our report Attached.For R.K. CHANDAK & COChartered AccountantsRajesh Kumar Chandak,PartnerMembership No.054637FRN No: -319248EKolkataDated: the 18 th day of June, 2010.For and on Behalf of the Board of DirectorsJain Infraprojects LimitedMannoj Kumar JainChairmanAshok ChadhaVice Chairman-cum- Managing DirectorSumit SuranaCompany Secretary164

STATEMENT OF DIVIDENDParticularsAnnexure – VDec. 31,2009Year ended March 31,2009 2008 2007Equity SharesPaid Up Share Capital (Rs. In Lacs) 2521.39 2,315.39 1,832.51 1734.38Face Value (Rs.) 10.00 10.00 10.00 10.00Rate of Dividend (%) - 10.00 10.00 -Dividend Amount (Rs. In Lacs ) - 186.05 173.52 -Corporate Dividend Tax (Rs. In Lacs ) - 31.62 29.49 -No. of Equity Share of Rs. 10 Each 25,213,850 23,153,850 18,325,100 17,343,780Dividend has been declared on pro rata basis for the shares held for the period.165

SUMMARY OF ACCOUNTING RATIO:-Particulars Dec. 31, 2009ANNEXURE VIYear ended March 31,2009 2008 2007Basic & Diluted Earning Per Share ( EPS ) 17.28 17.84 10.96 7.38Return on Net Worth( % ) 21.85 26.07 39.66 26.33Net Assets Value Per Share (Rs.) 79.06 68.42 27.62 47.01Profit after Tax (Rs. In Lacs ) 4,134.46 3,319.34 1,901.00 640.19Net Worth (Rs. In Lacs ) 18920.74 12730.21 4793.01 2431.35Weighted Average No. of SharesOutstanding2,39,32.905 1,86,05,186 1,73,51,824 51,71,441No. of Shares Outstanding 2,52,13,850 2,31,53,850 1,83,25,100 1,73,43,780Note: The above ratios have been computed as below:Earning Per ShareReturn on Net Worth ( % )Net Asset Value Per Share (Rs.)Profit after taxWeighted average No. of equity shares outstanding during the yearProfit after taxNet Worth at the end of yearNet Worth at the end of the yearWeighted average no. of equity share outstanding at the end of theyear* Profit for the period 7 th November, 2006 to 31 st March, 2007 has been considered for the computation ofEarning per Share (EPS).Note: For December 31, 2009, EPS calculated on Nine month basis.166

STATEMENT OF CAPITALISATION (Rs in lacs)Pre Issue as onParticularsDecember 31, 2009Loans- Secured and UnsecuredPre Issue as onMarch 31, 2009Annexure – VIIPost Issue *Short Term Debt 22778.14 16,614.71 [●]Long Term Debt 12198.68 1,720.85 [●]Total Debt 34,976.82 18,335.56 [●]Share Holder's FundShare Capital 2,521.39 2,315.39 [●]Reserve & Surplus 16,413.79 10,434.33 [●]Sub-Total 18,935.18 12,749.72 [●]Less: Preliminary Expenses not written off 14.44 19.51 [●]Total Shareholders Fund 18,920.74 12,730.21 [●]Long Term Debt/ Equity 0.65 0.14 [●]* will be calculated after finalization of issue price167

(Rs in lacs)ParticularsAnnexure - VIIISTATEMENT OF TAX SHELTER (As Restated)Dec. 31,2009As at March 31,2009 2008 2007 2006 2005Profit as per Books of Account- BeforeTax 5064.43 3865.60 2237.31 970.38 273.89 267.08Tax Rate (Including Surcharge &Cess)% 33.99% 33.99% 33.99% 33.66% 33.66% 36.60%MAT Rate (Including Surcharge &Cess)% 17.00% 11.33% 11.33% 11.22% 8.42% 7.84%Notional Tax Payable-(A) 1,721.40 1,313.92 760.46 326.63 92.19 97.75B) Adjustments1-Impact in respect of profit fromindustrial undertaking engaged inInfrastructure Development u/s 80-IA 2314.6 2,353.20 1,375.28 - - -2-Impact in respect of Depreciation onFixed Assets 182.02 257.04 38.18 73.42 59.64 170.893- Other Adjustments 11.82 (29.17) (18.75) - - -Total B 2,508.44 2,581.07 1,394.71 73.42 59.64 170.89Tax Burden / (Savings) thereon (852.62) (877.30) (474.06) (24.71) (20.07) (62.55)Total Tax 868.78 436.61 286.40 301.92 72.12 35.20Income Tax as per MAT 860.95 437.97 253.49 108.88 23.06 20.94MAT Credit - - - - - -Tax Payable - - - - - -Tax as per Profit & Loss Account 868.78 437.97 286.40 301.92 72.12 35.20The Provision for Taxation for the company has been made considering the profits for the period ended onDecember 31, 2009, which will be finalized based on profit for the year ended on 31st March, 2010.168

ParticularsAdvances in cash or kind or for value tobe receivedAdvance Payment of Taxes/TaxDeducted at sourceAnnexure – IXSTATEMENT OF LOANS & ADVANCES (As Restated)Dec.31,2009As at March 31,(Rs in lacs)2009 2008 2007 2006 200510,873.75 6,233.26 3,646.99 910.80 339.85 262.701,996.07 1,253.59 471.12 149.67 - -Total 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70169

STATEMENT OF SECURED LOANS (As Restated)Annexure – X(Rs in lacs)ParticularsDec. 31,2009As at March 31,2009 2008 2007 2006 2005LONG TERM LOANSSchedule Bank 11,104.01 - - - - -Equipment Finance ( Secured bythe hypothecation of theequipments acquired under financefrom schedule bank)Equipment Finance ( Secured bythe hypothecation of theequipments acquired under financefrom others)59.65 205.77 403.76 1,554.21 101.47 9.351,035.03 1,515.08 3,463.16 85.50 676.43 733.19SHORT TERM LOANS:Schedule Bank 19,472.87 15,469.93 9,477.51 2,637.03 742.72 497.82Total 31,671.56 17,190.78 13,344.43 4,276.74 1,520.62 1,240.36170

ParticularsSTATEMENT OF UNSECURED LOANS (As Restated)Annexure – XIDec. 31,2009As at March 31,(Rs in lacs)2009 2008 2007 2006 2005Loans From Body Corporate 3113.57 1036.76 1772.69 332.12 3.00 50.00Loans From a Director 191.69 108.02 32.35 50.00 - -Loans From Others - - - - 28.09 53.09Total Unsecured Loans 3305.26 1144.78 1805.04 382.12 31.09 103.09171

STATEMENT OF INVESTMENTS (As Restated)Annexure – XII(Rs in lacs)ParticularsDec. 31,2009As at March 31,2009 2008 2007 2006 2005Long Term Investment -Jain Infra Global UAE, FZE 49.70 49.70 - - - -Total 49.70 49.70 - - - -172

Statement of Sundry Debtors (As Restated)Annexure – XIII(Rs in lacs)ParticularsDec. 31,As at March 31,20092009 2008 2007 2006 2005Debt outstanding for a periodexceeding Six months514.97 485.72 355.49 - 2.11 2.11Debt outstanding for a period notexceeding Six months24148.59 8018.48 2523.16 3017.67 133.71 1173.94Total Sundry Debtors 24,663.56 8,504.20 2,878.65 3,017.67 135.82 1,176.05173

Contingent LiabilitiesAnnexure – XIV(Rs in lacs)ParticularsBank Guarantee against which FixedDeposit receipt have been pledged towardsmarginsEstimated amount of contract remaining tobe executed on capital account and notprovidedCompany has executed CorporateGuarantee on behalf of Jain Steel & PowerLtd & Jain Realty Limited.Company has executed CorporateGuarantee on behalf of Prakash VanijyaDec. 31 ,2009As at March31, 2009As at March31, 2008As at March31, 200715124.68 10982.63 2426.78 1336.59NIL NIL NIL 376.006258.52** 5810.64* 2800.00 2800.00647.69 NIL NIL NILPrivate Limited.* In the Year ended 31 March, 2009 Company has executed Corporate guarantee on Behalf of Jain Steel &Power Ltd Rs. 4023.64 Lacs and on behalf of Jain Realty Ltd Rs. 1787.00 Lacs.** In the period ended 31 Dec, 2009 Company has executed corporate guarantee on Behalf of Jain Steel &Power Ltd Rs. 4264.00 Lacs and on behalf of Jain Realty Ltd Rs. 1994.52 Lacs.174

Annexure-XVDETAIL OF RELATED PARTIES AS PER AS-18List of Related PartiesRelationshipName of The Related Party1 Promoters/ DirectorsMr. Mannoj Kumar JainPromoter DirectorMrs. Rekha Mannoj JainPromoter DirectorM/s Smriti Food Park Private LimitedPromoterM/s Prakash Endeavours Private LimitedPromoterM/s Tushita Builders Private LimitedPromoterMr. Sunder Shyam DuaIndepended Non –Executive DirectorMr. Ashok Kumar ChadhaManaging Director2 Subsidiary CompanyJain Infra Global F.Z.E, UAESubsidiary Company3 Companies / Firms in which Promoters / Directors or their Relative Having significant influenceBengal Infrastructure Development Private LimitedGroup CompanyJain Coke & Power Private LimitedGroup CompanyJain Energy LimitedGroup CompanyJain Energy Trading LimitedGroup CompanyJain Infra Developers Private LimitedGroup CompanyJain Natural Resources LimitedGroup CompanyJain Power LimitedGroup CompanyJain Realty LimitedGroup CompanyJain Renewable Energy Private LimitedGroup CompanyJain Space Infra Venture LimitedGroup CompanyM K Media Pvt LtdGroup CompanyNeptune Plaza Maker Private LimitedGroup CompanyOdyssey Realtors Private LimitedGroup CompanyPrakash Endeavours Private LimitedGroup CompanyPrakash Petrochemicals LimitedGroup CompanyPrakash Vanijya Private LimitedGroup CompanySmriti Food Park Private LimitedGroup CompanyTrinity Nirman Private LimitedGroup CompanyTushita Builders Private LimitedGroup CompanyJain Heavy Industries Private LimitedGroup CompanySuraj Abasan Private LimitedGroup CompanyJain Steel And Power LimitedGroup Company4 Ex Promoters/ DirectorsMr. Darshan Lal JainMrs. Janki Devi JainMr. Parmod Kumar DhawanMr. Prem Prakash SharmaMr. Kalyan K. ChattopadhyayPromoter DirectorPromoter DirectorDirectorDirectorDirector175

Statement Showing Related Parties Transactions (As Restated)(Rs. In Lacs)01.04.2009S. Name of RelatedNature ofto 31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005No. PartyTransaction31.12.20091MANNOJ KUMARJAINSalary 45.00 39.60 26.28 13.56 - -Profit - - - 106.47 45.78 32.07Interest 3.33 4.80 13.92 - - -Loan Given/(Taken)(78.67) (71.42) 17.65 (50.00)Balance atyear end(189.24) (108.03) (32.34) (50.00)2 REKHA MANNOJ JAIN Profit - - - 4.57 - -ASHOK KUMAR3 CHADHASalary97.50 - - - - -PRAKASHENDEAVOURS PVT.- - - 31.97 45.78 -4 LIMITEDProfitSMRITI FOOD PARK5 PRIVATE LIMITED Profit- - - 60.74 45.78 32.07TUSHITA BUILDERS6 PRIVATE LIMITED Profit- - - 2.28 - -Companies / Firms in which Promoters/Directors or their Relatives having significant influence1Loan Given/JAIN COKE & POWER (Taken)0.01 -PRIVATE LIMITED Balance atyear end(0.01) (0.01) - - - -2Loan Given/JAIN ENERGY(Taken)(691.23) 283.83 (61.09) 50.03 22.00 (25.00)LIMITEDBalance atyear end(421.46) 269.77 (14.06) 47.03 (3.00) (25.00)InterestIncome- - 3.85 - - -3JAIN REALTYLoan Given/LIMITED(Taken)(811.60) (1,946.36) 202.86 1.59 - -Balance atyear end(2,550.54) (1,738.94) 207.42 1.59 - -4Loan Given/JAIN RENEWABLE0.35(Taken)ENERGY PRIVATEBalance atLIMITED0.35 - - - - -year endInterestIncome- - 0.25 - - -5JAIN SPACE INFRA Loan Given/VENTURE LIMITED (Taken)124.00 (5.19) 5.00Balance atyear end124.00 - 5.19 - - -Rent 8.74 11.76 11.56 2.25 1.20 -PRAKASHLoan Given/6 ENDEAVOURS(Taken)79.41 62.60 11.91 65.76 (54.99)PRIVATE LIMITED Balance atyear end164.69 85.28 22.68 10.77 (54.99)7Loan Given/PRAKASH(3.10) 53.92 -(Taken)PETROCHEMICALSBalance atLIMITED50.82 53.92 - - - -year end8 PRAKASH VANIJYA Loan Given/ - - - (15.00) 15.00 -176

S.No.91011Name of RelatedPartyPRIVATE LIMITEDSMRITI FOOD PARKPRIVATE LIMITEDTUSHITA BUILDERSPRIVATE LIMITEDJAIN STEEL ANDPOWER LIMITEDNature ofTransaction(Taken)Balance atyear endLoan Given/(Taken)Balance atyear endLoan Given/(Taken)Balance atyear endLoan Given/(Taken)Balance at01.04.2009to31.12.200931.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005- - - - 15.00 -132.00 (185.00)(53.00) (185.00) - - -417.99 (734.10) 224.61 362.04 (194.01) 11.0087.53 (330.46) 403.64 179.03 (183.01) 11.0029.36 (38.93) 336.93 52.63 13.00 153.49546.48 517.12 556.05 219.12 166.49 153.49year end12 DARSHAN LAL JAIN Profit - - 4.57 - -13 JANKI DEVI JAIN Profit - - - 2.28 - -Notes: Figure in bracket in balance at year end shows credit balance177

ParticularsSTATEMENT OF CURRENT LIABILITIES AND PROVISIONSANNEXURE -XVI (Rs in lacs)Dec.31,2009As at March 31,2009 2008 2007 2006 2005Current LiabilitiesSundry Creditors for Goods & Expenses 16,428.39 9,875.30 2,797.13 2,064.58 274.24 285.44Other Liabilities 1,109.04 453.20 280.84 193.37 0.90 290.34Total ( A ) 17,537.43 10,328.50 3,077.97 2,257.95 275.14 575.78ProvisionsProvision For Gratuity & LeaveEncashment36.10 47.93 18.75 - - -Provision For Income Tax 1967.64 1098.86 660.89 374.50 72.11 35.20Provision For Fringe Benefit Tax 30.16 30.16 19.00 8.78 4.77 -Proposed Dividend - 186.05 173.52 - - -Provision for Corporate Tax on Dividend - 31.62 29.49 - - -Total ( B ) 2,033.90 1,394.62 901.65 383.28 76.88 35.20Total ( A + B ) 19,571.33 11,723.12 3,979.63 2,641.23 352.02 610.98178

ParticularsSTATEMENT OF OTHER INCOMEAnnexure – XVII(Rs in lacs)Dec.As at March 31,31,2009 2009 2008 2007 2006 2005Recurring IncomeInterest on FD 109.56 145.52 213.46 0.58 3.33 2.50Non- Recurring IncomeMisc Income 63.55 70.55 51.98 35.31 14.58 -Foreign Exchange Fluctuation 55.00 - - - - -Total 228.11 216.07 265.44 35.89 17.91 2.50179

ParticularsSTATEMENT OF DEFERRED TAX LIABILITY/ ASSETS (As Restated)Annexure – XVIII(Rs in lacs)As on As on As on As on As on31/12/2009 31/03/2009 31/03/2008 31/03/2007 31/03/2006As on31/03/2005Deferred Tax LiabilitiesOn Difference betweenbook and Tax WDV of the 368.70 307.51 210.38 170.69 146.43 137.36Fixed assetsTotal (A) 368.70 307.51 210.38 170.69 146.43 137.36Deferred Tax AssetsArising on account ofBusiness losses etc- - - - - -Total (B) - - - - - -Deferred Tax Liabilities(A-B)368.70 307.51 210.38 170.69 146.43 137.36Current year/ periodcharge/ Credit61.19 97.13 39.69 24.26 9.07 137.36180

Sr.No.Particulars1 Profit computation for earning per share ofRs.10/- eachNet Profit as per Profit & Loss Accountbefore earlier years tax(Rs in Lacs)STATEMENT OF EARNINGS PER SHAREANNEXURE – XIX (Rs in lacs)For thePeriod Endedon Dec 31,2009For theYearendedMarch31,2009For theYearendedMarch31,2008For theYear endedMarch31,20074,134.46 3,319.34 1,901.00 381.40*Net Profit as per Profit & Loss Accountafter earlier years tax(Rs in Lacs)4,125.46 3,319.34 1,901.00 381.40*2 Weighted average number of equity sharefor EPS computationFor Basic EPS No 23932905 18605186 17351824 5171441For Diluted EPS No 23932905 18605186 17351824 51714413 Basic EPS ( Weighted average )Basic EPS ( before earlier years tax )Basic EPS ( after earlier years tax )(Rs)(Rs)17.28 17.84 10.96 7.3817.23 17.84 10.96 7.384 Diluted EPS ( Weighted average )Diluted EPS ( before earlier years tax ) 17.28 17.84 10.96 7.38Diluted EPS ( after earlier years tax ) 17.23 17.84 10.96 7.38* Profit for the period 7 th November, 2006 to 31 st March, 2007 has been considered for the computation ofEarning Per Share (EPS).181

To,The Board of Directors,JAIN INFRAPROJECTS LIMITED39,Shakespeare SaraniKolkata-700 017Dear Sir,AUDITORS REPORT: CONSOLIDATED FINANCIALSReg: Proposed Public Offer of Jain Infraprojects Limited.Auditors‟ Report as required by Part II of Schedule II of the Companies Act ,1956We have examined the consolidated financial information of Jain Infraprojects Limited (formerly BengalInfrastructure Limited) („„the Company”) annexed hereto with this report for the purpose of inclusion in theDraft Red Herring Prospectus („DRHP‟). The financial information has been prepared in accordance withParagraph B(1) of Part II of the Companies Act 1956,(„the Act”), the Securities and Exchange Board of India(„SEBI‟)–Issue of capital and Disclosure Requirements Regulations 2009 (the ICDR regulations ), the GuidanceNote on Reports in Company Prospectus (Revised) issued by the Institute of Chartered Accountants („ICAI‟)and term of engagement agreed upon by us with the Company. The information has been prepared by theCompany and approved by the Board of Directors.A. Financial Information as per Audited Financial Statementsi. The attached restated consolidated Statements of Assets and Liabilities as at December 31 st 2009,March 31 st 2009 , March 31 st 2008 ,March 31 st 2007, March 31 st 2006 and March 31 st 2005.(Annexure I).ii.iii.iv.The attached restated consolidated Statements of Profit & Loss account for the nine month periodended December 31 st 2009, and year ended March 31 st 2009, March 31 st 2008, March 31 st 2007, March31 st 2006 and March 31 st 2005.(Annexure II).The attached restated consolidated Statements of Cash Flow for the nine month period ended December31 st , 2009 and March 31 st 2009, March 31 st 2008, March 31 st 2007,March 31 st 2006 and March 31 st2005.(Annexure III).the significant accounting policies adopted by the Company as at and for the nine month periodDecember 31,2009 and notes to the Restated Summary Statements (Annexure IV)-collectively referred to as the „Restated Consolidated Summary Statements”The Restated Consolidated Summary Statements have been extracted from audited financial statements of theCompany as at and for the nine month period ended December 31 st 2009 and year ended March 31 st 2009,March31 st 2008,March 31 st 2007, March 31 st 2006 and March 31 st 2005 which have been approved by the Board ofDirectors. Further, Audit of the financial statement as at and for the period ended 06.11.2006, year ended 31 st March 2006and 31 st March 2005 of the erstwhile partnership firm was conducted by M/s Sinhal & Associates,Chartered Accountants, being the auditor of the erstwhile partnership firm for the above period /years.Audit of the financial statement as at and for the period ended 31.12.2009 of the overseas branch wasconducted by M/s Kaid Auditing Company, Chartered Accountants, being the auditor of the branch forthe above periodAudit of the financial statement as at and for the period ended 31.12.2009 of the overseas subsidiarywas conducted by M/s Kaid & Co., Chartered Accountants, being the auditor of the subsidiary for theabove period. The financial statements reflect total assets (net) of Rs. 153.54 lacs and total revenue ofRs. 3943.92 lacs.and accordingly reliance has been placed on the financial statements audited and reported upon by the respectiveAuditor‟s for the said period/ years.182

B. Based on our examination on these Summary Statements, we state thatThe restated consolidated profits have been arrived at after making such adjustments and regroupingsas in our opinion are appropriate in the year/period to which they relate.The restated consolidated summary statements have to be read in conjunction with the significantaccounting policies and the notes given in Annexure IV to this report.There are no prior periods items, which are required to be adjusted in the restated consolidatedsummary statements in the year/ period they relate.There are no qualifications in the auditor‟s report, which require any adjustments in the summarystatements.C. Other Financial Information as per Audited Financial Statements:We have also examined the following financials relating to Company, which is based on the Restated SummaryStatements/audited financial statements and approved by the Board of Directors for the purpose of inclusionherein:1. Statement of Rate of Dividend- Annexure V2. Statement of Accounting Ratios-Annexure VI3. Statement of Capitalization as at 31 st March 2009 and 31 st December 2009 -Annexure -VII4. Statement of Tax Shelter- Annexure -VIII5. Statement of Loans and advances Annexure -IX6. Statement of Secured Loans - Annexure -X7. Statement of Unsecured Loans- Annexure -XI8. Statements of Sundry Debtors- Annexure -XII9. Statement of Contingent Liabilities not provided for- Annexure -XIII10. Statement of Related Party Transaction- Annexure -XIV11. Statement of Current Liabilities & Provisions- Annexure –XV12. Statement of Other Income- Annexure -XVI13. Statement of DTL & DTA- Annexure -XVII14. Statement of Earning Per Share- Annexure -XVIIIIn respect of the other „Financial Information‟ stated above we have relied upon the audited financial statementsfor period ended 06.11.2006, year ended 31 March 2006 and 31 March 2005 (the erstwhile partnership firm)which were audited and reported by M/s Sinhal & Associates, Chartered Accountants, as stated above.Incorporated in the restated consolidated summary statement are the financial statements of a branch opened inthe United Arab Emirates on 5 th March 2009. The account of the branch for the period 5 th March 2009 to 31 stDecember 2009 have been audited by the auditor of the branch and accordingly reliance has been placed on thefinancial statements so audited and reported. The extract in respect to financial information for the periodstarting from 5 th March 2009 to 31 st March 2009 and period starting from first 1 st April 2009 to 31 st December2009 in respect to branch incorporated in the restated summary statement have been provided to us by themanagement from the audited financial information of the branch and accordingly we have placed our relianceon the financial information so provided by the management for the said periods.Incorporated in the restated consolidated summary statements are the financial statements of a subsidiaryopened in the United Arab Emirates on 22 nd January 2009. The account of the subsidiary for the period 22 ndJanuary 2009 to 31 st December 2009 have been audited by other auditors and accordingly reliance has beenplaced on the financial statements so audited and reported. The extract in respect to financial information for theperiod starting from 22 nd January 2009 to 31 st March 2009 and period starting from first 1 st April 2009 to 31 st183

December 2009 in respect to subsidiary incorporated in the restated consolidated summary statement have beenprovided to us by the management from the audited financial information of the subsidiary and accordingly wehave placed our reliance on the financial information so provided by the management for the said periods.In our opinion, the financial information of the Company as attached to this report, as mentioned in paragraphA,B and C above, read with significant accounting policies and notes enclosed in Annexure IV has beenprepared in accordance with Part II of Schedule II of the Act and the Regulation issued by SEBI.We have no responsibility to update our report for events and circumstances occurring after date of the report.This report is in intended solely for your information and for inclusion in the Offer Document in connectionwith the proposed public offering of the Company and is not to be used, referred to or distributed for any otherpurpose without our prior written consent.For R.K.Chandak & CoChartered Accountants(Rajesh Kumar Chandak)PartnerMembership No: 054637Firm Registration Number: 319248EDated: the day of June,2010Place: Kolkata184

Sr.No.ABCDParticularsANNEXURE ISTATEMENT OF ASSETS AND LIABILITIES (Rs in lacs)As at 31 stDecember,2009As at 31 stMarch,2009As at 31 stMarch,2008As at 31 stMarch,2007*As at 31 stMarch,2006As at 31 stMarch,2005Fixed AssetsGross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42Capital Work in Progress - - - 396.90 - -Less : Revaluation Reserve - - - - - -Net Block after adjustment3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42for Revaluation Reserve.Foreign CurrencyTranslation Reserve12.30 - - - - -Current Assets, Loans &AdvancesInventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11Sundry Debtors 24,815.24 8,715.04 2,878.65 3017.67 135.82 1176.05Cash and Bank Balances 3,306.86 2,059.14 1,823.75 221.76 76.31 83.99Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70Total 70,263.45 39,191.82 21,855.11 7,973.77 2,027.59 1,875.85Liabilities and ProvisionsSecured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09Share Application Money 285.00 - - 28.31 - -Deferred Tax Liability (Net) 368.70 307.51 210.38 170.69 146.43 137.36Current Liabilities &Provisions19,571.34 11,770.06 3,979.63 2641.23 352.02 610.98Total 55,201.86 30,413.13 19,339.48 7499.09 2050.16 2091.79E Net Worth (A+B+C-D) 19,036.88 12,846.13 4,793.01 2431.35 1263.98 849.48F Represented byEquity ShareCapital/Partners capital2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48Reserves & Surplus 16,529.93 10,550.25 2,986.77 699.99 0.00 0.00Less : MiscellaneousExpenses ( To the extent notwritten off)14.44 19.51 26.27 3.02 - -Net Worth 19,036.88 12,846.13 4793.01 2431.35 1263.98 849.48*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.For R.K. CHANDAK & COChartered AccountantsRajesh Kumar Chandak,PartnerMembership No.054637FRN No: -319248EKolkataDated: the 18 th day of June, 2010.For and on Behalf of the Board of DirectorsJain Infraprojects LimitedMannoj Kumar JainChairmanAshok ChadhaVice Chairman-cum- Managing DirectorSumit SuranaCompany Secretary185

Sr.NọABCDEParticularsIncomeANNEXURE IISTATEMENT OF PROFIT AND LOSS ACCOUNT (Rs in lacs)For theperiodended on31 stDecember,2009For theyearended on31 stMarch,2009For theyearended on31 stMarch,2008For theyearended on31 stMarch,2007*For theyearended on31 stMarch,2006For theyearended on31 stMarch,2005Gross Contract Receipts 67,783.19 51,708.53 21,298.21 10,468.66 3,244.26 4,141.62Other Income 228.11 216.07 265.44 35.89 17.91 2.50Increase(Decrease inInventories)8,340.75 7,896.18 9,360.74 2,198.25 1,122.51 (395.91)Total 76,352.05 59,820.78 30,924.39 12,702.80 4,384.68 3,748.21ExpenditureRaw Materials Consumed 33,821.92 41,403.16 19,550.30 7,551.58 1,306.30 1,338.77Other Contract OperatingExpenses32,832.86 8,770.20 6,067.65 2,674.22 2,416.45 1,803.34Staff Costs 817.73 714.63 518.31 822.35 105.70 3.47Administrative & OtherExpenses558.47 1,455.21 578.88 305.55 121.32 95.40Total 68,030.98 52,343.20 26,715.14 11,353.70 3,949.77 3,240.98Net Profit before Interest,Depreciation, Tax and 8,321.07 7,477.58 4,209.25 1,349.10 434.91 507.23Extraordinary itemsDepreciation 186.04 185.93 121.20 80.81 66.21 54.77Interest & FinancialCharges3,067.04 3,313.46 1,850.74 297.91 94.81 185.38Profit / Loss before Tax butbefore Extra - ordinary 5,067.99 3,978.19 2,237.31 970.38 273.89 267.08ItemsProvision for Taxation- Current Tax 868.78 437.97 286.40 301.92 72.12 35.20- Deferred Tax 61.19 97.13 39.69 24.26 9.07 137.36- Fringe Benefit Tax - 11.16 10.22 4.01 4.77 -Profit / Loss after Tax butbefore Extra - ordinary 4,138.02 3,431.93 1,901.00 640.19 187.93 94.52ItemsExtra-ordinary Items - - - - - -Add/(Less) TaxationAdjustment(9.00) - - (15.52) - -Effect of change inaccounting policy onaccount of deferred tax- - - (146.42) - -provisionsEffect of change inaccounting policy on- - - 465.02 - 204.50account of DepreciationProfit/Loss after ExtraordinaryItems4,129.02 3,431.93 1,901.00 943.27 187.93 299.02Add: Balance b/f from lastyear5,572.24 2377.98 699.99 - - -Profit available forappropriation9,701.26 5809.91 2,600.99 943.27 187.93 299.02Proposed Dividend - 186.05 173.52 - - -Tax thereon - 31.62 29.49 - - -Transfer to General Reserve - 20.00 20.00 - - -186

Sr.NọParticularsLess : Profit for the periodended 06/11/2006Profit Transferred to BalanceSheetFor theperiodended on31 stDecember,2009For theyearended on31 stMarch,2009For theyearended on31 stMarch,2008For theyearended on31 stMarch,2007*For theyearended on31 stMarch,2006For theyearended on31 stMarch,2005- - - 243.28 - -9,701.26 5,572.24 2,377.98 699.99 187.93 299.02*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.For R.K. CHANDAK & COChartered AccountantsRajesh Kumar Chandak,PartnerMembership No.054637FRN No: -319248EKolkataDated: the 18 th day of June, 2010.For and on Behalf of the Board of DirectorsJain Infraprojects LimitedMannoj Kumar JainChairmanAshok ChadhaVice Chairman-cum- Managing DirectorSumit SuranaCompany Secretary187

ParticularsANNEXURE IIISTATEMENT OF CASH FLOW (Rs in lacs)For theperiod endedon 31 stDecember,2009For the yearended on 31 stMarch,2009For the yearended on 31 stMarch,2008For the yearended on 31 stMarch,2007*For the yearended on 31 stMarch,2006For the yearended on 31 stMarch,2005Cash Flows from OperatingActivitiesNet Profit before Taxation 5067.99 3978.19 2237.31 970.38 273.89 267.08Adjustments for:Depreciation 186.04 185.93 121.20 80.81 66.21 54.77Interest/ Dividend Income (109.56) (145.52) (213.46) (0.58) (3.33) (2.50)Less : AdjustmentsProfit pertain to partnershipfirm- - - (243.28) - -transfer to partner’s capitalaccountEffect of change in accountingpolicyon account of deferred tax- - - (146.42) - -provisionsEffect of change in accountingpolicy- - - 465.02 - -on account of DepreciationPreliminary expenses Written off 5.06 6.75 6.75 0.75 - -Interest Paid 3067.04 3313.46 1850.74 297.91 94.81 185.38Loss on sale of Assets - - - 14.03 - -Provision for Gratuity & Leave(11.83) 29.18 18.75 - - -encashmentOperating Profit before WorkingCapital Changes8,204.74 7,367.99 4,021.29 1,438.62 431.58 504.73Change in Trade and OtherReceivables(20,740.69) (8,422.66) (2,597.16) (3,452.80) 963.08 (1,251.61)Change in Inventories (8,340.74) (7,896.19) (9,360.73) (2,198.26) (1,122.50) 395.91Change in Current Liabilities 7,162.01 7,297.46 820.02 1982.82 (300.64) 386.68Income-tax paid (751.48) (782.46) (321.45) (164.73) (35.20) -Preliminary Expenses - - (30.00) (3.77) - -Net Cash Flow from Operating(14,466.16) (2,435.86) (7,468.03) (2,398.12) (63.68) 35.71ActivitiesCash Flow from Investing ActivitiesPurchase of Fixed Assets (81.59) (1,975.99) (838.80) (426.06) (287.34) (455.77)Sale of Fixed Assets - - - 58.00 - -Capital Work- In- Progress - - 396.90 (396.90) - -Interest Received 109.56 145.52 213.46 0.58 3.33 2.50Investments Purchased - - - -Net Cash Flow used in Investing27.97 (1,830.47) (228.44) (764.38) (284.01) (453.27)ActivitiesProceeds from Issuance of Capital 2,060.00 4828.75 686.92 470.40 226.56 95.35Share Application Money Received 285.00 - (28.31) 28.31 - -Interest Paid (3,067.04) (3,313.46) (1,850.74) (297.91) (94.81) (185.38)Increase/ (Decrease) in Foreign(15.64) 3.34Currency TranslationProceeds from Secured Loans 14,480.78 3,846.35 9,067.68 2,756.12 280.26 410.05Proceeds from Unsecured Loans 2,160.48 (660.25) 1,422.91 351.03 (72.00) 75.00Dividend Paid including DividendDistribution Tax(217.67) (203.01) - - - -Net Cash Flow from FinancingActivities15685.91 4501.72 9298.46 3307.95 340.01 395.02Net increase in cash and cash 1,247.72 235.39 1,601.99 145.45 (7.68) (22.54)188

ParticularsequivalentsCash and Cash Equivalents(Opening Balance)Cash and Cash Equivalents (ClosingBalance)For theperiod endedon 31 stDecember,2009For the yearended on 31 stMarch,2009For the yearended on 31 stMarch,2008For the yearended on 31 stMarch,2007*For the yearended on 31 stMarch,2006For the yearended on 31 stMarch,20052,059.14 1,823.75 221.76 76.31 83.99 106.533,306.86 2,059.14 1,823.75 221.76 76.31 83.99*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.For R.K. CHANDAK & COChartered AccountantsRajesh Kumar Chandak,PartnerMembership No.054637FRN No: -319248EKolkataDated: the 18 th day of June, 2010.For and on Behalf of the Board of DirectorsJain Infraprojects LimitedMannoj Kumar JainChairmanAshok ChadhaVice Chairman-cum- Managing DirectorSumit SuranaCompany Secretary189

Annexure IVNotes to the Restated Consolidated Statement of Assets & Liabilities, Profit & Loss and Cash Flows, AsRestated under Indian GAAP, for Jain Infra projects Limited.A) Background:-a) Jain Infraprojects Limited (formerly Bengal Infrastructure Limited), is primarily engaged in the businessof Construction of Road, Bridge, Highway and Infrastructure Development etc. and its subsidiaries isengaged in infrastructure activities and allied services.b) i)The restated consolidated statements of assets and liabilities of the company as at December 31, 2009and March 31, 2009 and the related restated consolidated statements of Profit & Loss and Cash Flow(hereinafter collectively referred to as “Restated Consolidated Statements“) related to Jain InfraprojectsLimited (the “Company‟‟) and its subsidiary (such subsidiary, together with the company hereinaftercollectively referred to as the “Group‟‟).ii)The restated consolidated statements of assets and liabilities of the company as at March 31, 2008,March31,2007, March 31,2006 and March 31, 2005 and the related restated consolidated statements ofProfit & Loss and Cash Flows relates to standalone figures of Jain Infraprojects Limited.These Restated consolidated summary statement have been prepared to comply in all material respectwith the requirement of Schedule II to the Companies Act, 1956 (“The Act”) and the Securities andExchange Board of India (Disclosure and investor Protection) Guidelines,2000 (“the SEBIGuidelines”) issued by SEBI on January 19,2000,as amended from time to time.B) Statement of Significant Accounting Policies adopted by the Company in the preparation ofConsolidated Financial Statements As at and for the nine month period ended December31, 2009:- Basis Of Preparation Of Consolidated Financial Statements :-The consolidated financial statements are prepared under historical cost convention on going concernbasis, using the accrual system of accounting in accordance with the accounting principles generallyaccepted in India (Indian GAAP) and the requirement of the Companies Act, 1956, including themandatory Accounting Standards as prescribed by the Companies (Accounting Standard) Rules 2006. Principle of Consolidation:-The Consolidated financial statements relate to the Company and its subsidiaries (hereinafter togetherwith the Company collectively referred to as “the Group”. In the preparation of Consolidated FinancialStatement, investment in subsidiaries has been accounted for in accordance with AS 21 (ConsolidatedFinancial Statements). The Consolidated Financial Statement are prepared on the following basis:-• Subsidiary Enterprises are consolidated on line-by-basis by adopting together the book values ofthe like items of Assets, liabilities, income and expenses after eliminating all significant intragroup balances and intra group transactions and also unrealized profit & losses, except where costcan not be recovered. The results of operations of subsidiary are included in the consolidatedfinancial statement from the date on which the parent and subsidiary relationship come toexistence.• Separate financial statements of the subsidiary, originally prepared in currencies different from thegroup's presentation currency, have been converted into Indian Rupees (INR) which is thefunctional currency of the parent company. In case of the foreign subsidiaries being non- integralforeign operations revenue items have been consolidated at the average of the rates prevailingduring the year. The assets and liabilities are translated at the rates prevailing at the balance sheetdate. The exchange differences arising on translation is debited or credited to Foreign CurrencyTranslation Reserve Account.• The difference (if any) between the cost to the group of investment in subsidiaries and theproportionate share in the investee Enterprise as at the date of acquisition of stake is recognized inthe consolidated financial statement as Goodwill or Capital Reserve, as the case may be.• Minorities' interest share in net profit (if any) of Consolidated Subsidiaries for the year is identifiedand adjusted against the income of the group in order to arrive at the net income attributable to theshareholders of the Group. There share of net assets (if any) is identified and presented in theconsolidated Balance Sheet separately.190

• In case of foreign subsidiary , where the books of accounts have been prepared in compliancewith local laws and / or International Financial Reporting Standard ,appropriate adjustment (if any) for differences ( if any) have been made to the extent possible, the restated consolidated financialstatements are prepared using uniform accounting policies for like transactions and other events insimilar circumstances, and are presented , to the extent possible, in the same manner as theCompany's Restated Financial Statement.Use of Estimates:-The preparation of financial statements in conformity with Generally Accepted Accounting Principles(GAAP) requires the management of the company to make estimates and assumption that affect thereported balances of assets and liabilities and disclosures relating to the contingent liabilities as at thedate of the financial statements and reported amounts of income and expenses during the year. Exampleof such estimates include employee retirement benefit plans, provision for income tax, useful life offixed assets etc. the difference between the actual results and estimates are recognized in the period inwhich such results are known or materialized.Fixed Assets , Depreciation and Impairment of Assets:-Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costsrelating to acquisition and installation of fixed assets are capitalized and include borrowing costsdirectly attributable to construction or acquisition of fixed assets, up to the date of asset is put to use.Depreciation on fixed assets has been provided as under:-• Depreciation on fixed assets is provided on straight line method at the rates specified inschedule XIV of the Companies Act, 1956.• Except for items for which 100% depreciation rates are applicable, depreciation on assetsadded/disposed of during the year has been provided on pro-rata basis with reference to thedate of addition/disposal.• The carrying amount of assets is reviewed at Balance Sheet date to determine, if there is anyindication of impairment thereof based on external/internal factors and impairment loss isrecognized wherever the carrying amount of an asset exceeds its recoverable amount whichrepresent the greater of the net selling price of the assets and its value in use in assessing valuein use, the estimated future cash flow are discounted to their present value based on anappropriate discount factor.Revenue Recognition:-Contract Revenue is recognized on the basis of work done and billed.Claims and counter claims (related to customers) including those under arbitration, areaccounted for on their disposal. Other contract related claims are recognized when there isreasonable certainty as to their recoverability.Investments:-Investments that are readily realizable and intended to be held for not more than a year areclassified as current investment. All other investments are classified as long-term investment.Current investments, if any, are carried at lower of Cost and fair value determined on anindividual basis. Long-term investments are carried at cost. However, provision for diminutionin value is made to recognize a decline other than temporary in the value of the investment.Inventories:- Work in progress is valued at cost, which reflects works done but not certified and includesconstruction materials at sites and stores and spares. Cost of materials and stores and spares are determined at cost under FIFO basis.191

Foreign Currency Transactions:-a) Foreign Currency Transactions are translated at the exchange rate prevailing on the reportingdate. Foreign currency monetary assets and liabilities are translated at the exchange rate prevailingat the balance sheet dates. Difference in the exchange rate is dealt with in the Income statement asthey arise.b)Translation of Integral and Non- Integral Foreign Operations:-The financial statements of integral foreign operations are translated as if the transaction of foreignoperations has been those of the group itself.In translating the financial statements of the non-integral foreign operation for the incorporation inthe consolidated financial statement, assets and liabilities, monetary and non- monetary, of thenon-integral foreign operation are translated at average exchange rates for the period. All resultingexchange differences are accumulated in the foreign currency translation reserve until the disposalof the net investment.Borrowing Cost:-Borrowing costs that are directly attributable to the acquisition or construction of qualifying assetsare capitalized as part of the cost of such assets up-to the date of the asset is put to use. All otherborrowing costs are charged to Profit & Loss Account in the year in which they are incurred.Employee Benefits:-3. Long Term Employee Benefits:-Defined Contribution Plans:-The Group has Defined Contribution Plans for post employment benefit in the form of ProvidentFund. Besides, the company also makes contribution to the Employees State Insurance Scheme.These plans constitute insured benefits as the group has no further obligation beyond making thecontributions. The company‟s contributions to Defined Contributions Plans are charged to theProfit & Loss Account as incurred.• Defined Benefit Plans :-The Group has Defined Benefit Plan for post employment benefit in the form of Gratuity.Liability for Defined Benefit Plan is provided on the basis of valuation, at the Balance Sheet Date,carried out by independent actuary. The actuarial valuation method used by independent actuaryfor measuring the liability is the Projected Unit Credit Method.• Compensated Absences:-Provision for compensated Absences is based on actuarial valuation carried out at Balance Sheet Date.4. Termination benefits:-Termination benefits are recognized as an expense as and when incurred.5. Actuarial gains and losses:-Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarialassumptions are recognized immediately in the Profit & Loss Account as income or expense.Taxation:-5. Provision for current tax is made on the assessable income/benefit in accordance with and at therates specified under the Income Tax Act, 1961, as amended.6. In accordance with Accounting Standard 22 – Accounting for taxes on income, issued by theInstitute of Chartered Accountants of India, Deferred Tax is recognized on timing difference beingthe difference between the taxable incomes and the accounting incomes that originate in one yearand are capable of reversal in one or more subsequent periods. Deferred Tax Assets subject to theconsideration of prudence are recognized and carried forward only to the extent that there is a192

easonable certainty that sufficient future taxable income will be available against which suchdeferred tax assets can be utilized. The tax effect is calculated on the accumulated timingdifference at the year-end based on tax rates and laws enacted or substantially enacted on balancesheet date.Earning Per Share (EPS):-Basic Earning Per Share is calculated by dividing the net profit or loss for the period attributable toequity shareholders by the weighted average number of equity shares outstanding during the year. Theweighted average number of equity shares outstanding during the period is adjusted for events of freshissue of shares during the year.For the purpose of calculating diluted Earning Per Share, the net profit or loss for the year attributableto equity shareholders and weighted average number of equity shares outstanding during the year isadjusted (if any) for the effects of all dilutive potential equity shares. Provision, Contingent Liabilities and Contingent Assets :-Provision comprises liabilities of uncertain timing or amount. Provisions involving substantial degreeof estimation in measurement are recognized when an enterprise has a present obligation as a result ofpast event; it is probable that an outflow of resources will be required to settle the obligation, in respectof which a reliable estimate can be made.Contingent Liabilities are disclosed by way of notes to accounts. Dispute demands in respect of IncomeTax are disclosed as contingent liabilities. Payment in respects of such demand, if any, is shown as anadvance, till the final outcome of the matter.Contingent assets are not recognized in the financial statements.Claims:-Price escalation claims and additional claims including those under arbitration are recognized asrevenue when they are realized or receipts thereof are mutually settled or reasonably ascertained.Start up Expenditure:-Site start-up expenses are charged off in the year these are incurred.Segment Reporting:-i) Identification of Segments:-The Group‟s operating businesses are organized and managed separately according to thenature of the product & services provided, with each segment representing a strategic businessunit that offer different products & services and serves different markets. The analysis ofgeographical segments based is based on the areas in which major operating division of theGroup operate.ii)iii)iv)Inter segment Transfers:-The Group generally accounts for incensement sales and transfers as if the sales or transferswere to third parties at current market prices.Allocation of Common Cost:-Common allocable costs (if any) are allocated to each segment according to the relativecontribution of each segment to the total common cost.Unallocated Cost:-General corporate income and expense items (if any) are not allocated to any businesssegment.Miscellaneous Expenditure:-Preliminary expenses are written off equally over a period of five years.C) Statement of Adjustment in Profit & Loss Account arising out of changes in accounting policies andmaterial adjustments relating to previous years/ Periods:-193

Sr.No.ParticularsProfit after tax & extra ordinaryitem as per audited FinancialAccount01.04.09 to31.12.0931.03.09 31.03.08 31.03.07 31.03.06 31.03.054145.37 3771.70 1632.97 587.17 137.37 96.19Adj:1) Provision for Deferred Tax 10.42 6.60 27.78 (18.81) (9.07) (137.36)2) Provision for Income Tax - ('311.23) 315.22 0.46 - (35.20)3) Changes in Depreciation* (26.77) (35.14) (74.97) 25.87 - -4) Profit/ loss on Fixed Assets - - - (1.36) - -5) Extra ordinary Depreciation W/O - - - 465.02 - 204.506)Deferred tax change duringpartnership- - - (146.43) - -7)Depreciation change from IT to Co's- - - 31.35 59.63 170.89Net total increase /decrease 16.35 ('339.77) 268.03 356.10 50.56 202.83Net profit as per restated Profit& Loss Account4129.02 3431.93 1901.00 943.27 187.93 299.02* Since the company provided depreciation using Written Down Value Method for the period 07/11/2006 to31/03/2007 on WDV value of the assets as on 06.11.2006 for the existing assets acquired at the time ofconversion and such value was also considered as the cost of the assets for calculating depreciation underStraight Line Method from 01.04.2007 onwards whereas in restated financial statement, depreciation isprovided on the actual cost of the assets.Adjustment on account of changes in accounting policies:-7. Depreciation:v) Depreciation on Fixed Assets till 6 th November, 2006 has been provided using Written downValue method at the rates and in the manner specified in the Income Tax Act, 1961.vi)vii)viii)Depreciation for the period 7 th November, 2006 to 31 st March, 2007 has been charged usingWritten down Value Method at the rates specified in Schedule XIV of the Companies Act,1956.The method of charging depreciation was changed to Straight Line Method in the Financialyear 2007-08 and therefore for the year ended March 31, 2008 depreciation has been chargedusing Straight Line Method at the rates specified in Schedule XIV of the Companies Act, 1956considering WDV as on 7 th November, 2006 as cost of acquisition for the purpose ofcalculating depreciation. Consequent to the change in the method of depreciation, the amountcharged as depreciation for the period 7 th November 2006 to 31 st March, 2007 was alsorevised.For the purpose of restated financial statement depreciation has been recalculated for all therespective financial year/ periods on the basis of straight-line method in accordance with therates prescribed in schedule XIV of the Companies Act, 1956 on the cost at which the samewere acquired.8. Current Tax & Fringe Benefit Tax:-Provision was not made for the income tax in the accounts of the erstwhile partnership firmfor some of the years. Accordingly, for the purpose of restated financial statements, provisionfor income tax and fringe benefit tax has been made for the earlier years/ periods on the basisof rates applicable to the entity for the respective periods/ years.9. Deferred Tax Expenses:-As the Accounting Standard 22 “Accounting for taxes on income‟‟ issued by the Institute ofChartered Accountant of India was not applicable to enterprises other than companies up to194

the financial year ended 31 st March, 2006, hence no provision was made by the erstwhile firmin its books. Accordingly, for the purpose of restated financial statements, provision fordeferred tax has been made in earlier period/ years on the basis of rates applicable to the entityfor the respective periods/ years.10. Profit & Loss on sale of Fixed Assets:-The status of the Company up to 6 th November,2006 was of partnership firm, profit / (Loss)on sale of fixed assets was not determined and amount realized for sale of fixed assets wasreduced from block of fixed assets in accordance with the Income Tax Act,1961. For thepurpose of restated financials statements, profit / (loss) on sale of Fixed Assets has beencarried out in the respective years / periods.D) Notes to Accounts:-a) Contingent Liabilities:-Contingent liabilities not provided for in respect of:(Rs. In lacs)Particulars of liabilities** Contingent liability in respect ofguarantees and letter of credit givenby banks on behalf of the Company.Contingent liability in respect ofCorporate guarantees given byCompany on behalf of M/s Jain Steel& Power Limited.Contingent liability in respect ofCorporate guarantees given byCompany on behalf of M/s JainRealty Limited.Contingent liability in respect ofCorporate guarantees given byCompany on behalf of M/s PrakashVanijya Private Limited.As at December As at March As at March As at March31, 2009 31, 2009 31, 2008 31, 200715124.68 10982.63 2426.78 1336.594264.00 4023.64 2800.00 2800.001994.52 1787.00 Nil Nil647.69 Nil Nil Nil** Against such liability company pledged fixed deposit receipt towards margin.In lacs)(Rs.ParticularsPledged fixed deposit against LC &BGAs at December As at March As at March As at March31, 2009 31, 2009 31, 2008 31, 20071494.55 976.43 556.28 103.31Capital commitments: (Rs. In lacs)ParticularsEstimated amount of contracts remaining to beexecuted on capital account and not provided forAs atDecember31, 2009As at March31, 2009As atMarch31, 2008As atMarch31, 2007- - - 376.00b) Disclosures under Micro, Small and Medium Enterprises Development Act, 2006.195

As per the intimation available with the group, there are no Micro, Small and Medium Enterprises, asdefined in the Micro, Small and Medium Enterprises Development Act,2006, to whom the group owesdues on account of the Principle amount together with interest and accordingly no additional disclosurehave been made.c) Managerial Remuneration.(Rs. In lacs)Period YearYearYear endedended endedendedMarchParticularsDecember MarchMarch31,200831,2009 31,200931,2007Salary 103.50 33.00 41.15 12.73Perquisites, allowances, Contributions to PF& others.39.00 6.60 17.47 7.09This remuneration does not include gratuity provided on the basis of actuarial valuation.d)Disclosure under Accounting Standard 15 (revised 2005) “Employee Benefits”:The group has classified various employee benefits as under:-i). Defined contribution Plans:The group has recognized the following amounts in the Profit & Loss Account for the year:Sl.No.(Rs. In lacs)ParticularsPeriod endedDecember31,2009Year endedMarch31,2009Year endedMarch31,2008Year endedMarch31,20071. Contribution to Provident Fund 17.04 17.99 16.99 1.812. Contribution to Employee StateInsurance Scheme 0.52 0.68 1.16 -ii). Defined Benefit Plans:Valuation in respect of Gratuity and leave Encashment has been carried out by independent actuary, asat balance sheet date based on the following assumptions:Sl. No.Period endedDecember31,2009Year endedMarch31,2009Year endedMarch31,2008Year endedMarch31,2007A Discount Rate per annum 8% 8% 8% -B Rate of Increase in compensationlevels5% 5% 5% -C Rate of return on plan assets Nil Nil Nil -D Expected Average remaining workinglives of employees in number of years23.02 27.12 23.33 -196

ParticularsGratuityPeriodendedDecember31,2009YearendedMarch31,2009YearendedMarch31,2008(Rs. In lacs)YearendedMarch31,2007Projected benefits obligation at the beginning of the 22.36 11.35 0.34 -YearCurrent service cost 8.26 14.36 11.28 -Interest Cost 1.05 1.35 0.47 -Actuarial loss/(Gains) (18.96) (4.70) (0.74) -Benefit paid Nil Nil Nil -Projected benefit obligation at the end of the year 12.71 22.36 11.35 -Amounts recognized in the balance sheetProjected benefit obligation at the end of the year 12.71 22.36 11.35 -Fair Value of Plan assets at the end of the year Nil Nil Nil -Funded Status of the plan- (Assets)/Liability 12.71 22.36 11.35 -Cost for the YearCurrent service cost 8.26 14.36 11.28 -Interest Cost 1.05 1.35 0.47 -Expected Return On Plan assets Nil Nil Nil -Net actuarial(Gain)Loss recognized in the year (18.96) (4.70) (0.75) -Net Cost (9.65) 11.01 11.00 -(Rs. In lacs)Leave EncashmentPeriod Year Year YearParticularsended ended ended endedDecember March March March31,2009 31,2009 31,2008 31,2007Projected benefits obligation at the beginning of the 24.00 7.40 1.97 -YearCurrent service cost 4.35 9.37 4.00 -Interest Cost 1.37 1.26 0.37 -Actuarial loss/(Gains) (5.23) 7.54 1.06 -Benefit paid (2.67) (1.57) Nil -Projected benefit obligation at the end of the year 21.82 24.00 7.40 -Amounts recognized in the balance sheetProjected benefit obligation at the end of the year 21.82 24.00 7.40 -Fair Value of Plan assets at the end of the year Nil Nil Nil -Funded Status of the plan- (Assets)/Liability 21.82 24.00 7.40 -Cost for the YearCurrent service cost 4.35 9.37 4.00 -Interest Cost 1.37 1.26 0.37 -Expected Return On Plan assets Nil Nil Nil -Net actuarial(Gain)Loss recognized in the year (5.23) 7.54 1.06 -Net Cost 0.50 18.17 5.43 -197

For the year ended on 31 st march, 2007 company did not provided for gratuity as none of the employee hascompleted required number of days in service, Similarly , leave salary has not been provided, as the same hasnot accrued as per terms of appointment.The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,promotion and other relevant factors, such as supply and demand in the employment market.Since the group has not funded its gratuity liability and leave encashment there are no returns on the plannedassets and hence the details related to changes in fair value of assets have not been given.e) Earnings per Share (EPS)Basic and diluted EPS has been computed by dividing the net profit after tax for the year attributable to equityshareholders by weighted average number of equity shares outstanding during the year.Calculation of EPS (Basic and Diluted)ParticularsNominal Value of Equity Share (Rs.per share)Total No of equity shares outstandingat the beginning of the yearAdd: Issue of equity shares onPreferential basis.Total Number of Equity sharesoutstanding at the end of the year.Weighted average number of EquityShares outstanding at the end of theyear.Net Profit after tax for the purpose ofEPS. (Rs. In lakhs.)EPS-Basic and Diluted (Rs.)Period endedDecember31,2009Year endedMarch31,2009Year endedMarch 31,2008For the periodendedMarch,200710.00 10.00 10.00 10.002,31,53,850 1,83,25,100 1,73,43,780 0.0020,60,000 48,28,750 9,81,320 1,73,43,7802,52,13,850 2,31,53,850 1,83,25,100 1,73,43,7802,39,32,905 1,86,05,186 1,73,51,824 51,71,4414138.02 3431.93 1901.00 381.40*17.29 18.45 10.96 7.38Since the company did not have any dilutive securities, the basic and diluted earning per share are the same.* Profit for the period 7 th November, 2006 to 31 st March, 2007 has been considered for the computation ofearning per share.f) Secured Loan:-• Working capital facilities from banks are secured by way of hypothecation of materials at site, work-inprogress,receivables and other current assets, both present and future. The facilities are also secured bypersonal guarantee of two directors of the company. The credit facilities are also collaterally secured byImmovable properties/hypothecation of unencumbered equipments and corporate guarantee of ownersof those properties.• Equipments Finance from banks and others are secured against hypothecation of specific assetpurchased from that loan and personal guarantee of one director of company.• Secured Loan repayable within one year is given in the table below year wise:-YEARAMOUNT (Rs. In lacs)Ended on 31 st March,2007 239.45198

YEARAMOUNT (Rs. In lacs)Ended on 31 st March, 2008 1795.01Ended on 31 st March,2009 1053.25Period Ended on 31 st December,2009 779.44g) Unsecured Loan:-Unsecured Loan includes interest accrued and provided thereon.h). Deferred Tax LiabilityThe significant component and classification of deferred tax liability on account of timing difference are:(Rs. In lacs)ParticularsPeriodYear ended Year ended Year endedendedMarch March MarchDecember31,2009 31,2008 31,200731,2009Difference in WDV of Fixed Assets as per 1084.42 902.40 645.37 507.08Tax Book and financial Books.Less: Reversal of Timing Difference during-0.29 -2.28 26.45 -the period of 80 IA BenefitNet Timing Difference 1084.71 904.68 618.92 507.08Deferred tax Liability 368.70 307.51 210.38 170.69i) Segment Reporting:-Business Segments:Based on the nature of activities, risk and rewards and organization structure, the Group has a singlesegment namely “Core Infrastructure”. Therefore, the Group‟s business does not fall under differentbusiness segments as defined by “AS-17 “Segment Reporting” issued by the Institute of CharteredAccountants of India.Geographic Segments:-Although the Group‟s major operating divisions are managed worldwide, their operations may be classifiedas those within and outside India. The following table shows the distribution of the Group's consolidatedrevenue and assets by geographical markets:-(Rs. In lacs)Segment RevenueSegment AssetsFor the Period ended onDecember,31,2009For the year ended onMarch,31,2009Domestic 65329.25 50662.73Overseas* 2682.05 1261.87Total 68011.30 51924.60As on December, 31 ,2009 As on March, 31,2009Domestic ** 74087.33 43,066.21Overseas 165.85 212.56Total 74253.18 43278.77* Represents revenue from infrastructure activities and allied services.** Includes Miscellaneous Expenses of Rs.14.44 Lacs for December 31, 2009 and Rs. 19.51 lacs for March31, 2009.j) Foreign Exchange Earnings and Outgo:-(Rs. In lacs)199

ParticularsPeriod endedDecember31,2009Year endedMarch 31,2009Year endedMarch 31,2008Year endedMarch 31,2007Traveling Expenditure Nil 14.16 Nil Nilk) Balances of the Debtors, Creditors and Loans and Advances in the accounts are subject to confirmation andthe balances are shown as net off to the extent applicable.l) Tax Deducted at Source on Gross Bill Works are subject to reconciliation with respective certificatesand gross bill works.m) Pursuant to Accounting Standard – AS 28 – Impairment of Assets issued by the Institute of CharteredAccountants of India, the group has assessed its fixed assets for impairment as at March 31, 2009 andconcluded that there has been no significant impaired fixed asset that needs to be recognized in the book ofaccounts.n) The Provision for Taxation for the company has been made considering the profits for the period ended onDecember 31, 2009, which will be finalized based on profit for the year ended on 31 st March, 2010.o) Related parties are as identified & certified by the management and verified by the auditor.p) The “Other Income” as Recurring and Non-Recurring is based on business operations and business activitiesas determined by the Management.q) On March 18, 2008, the Company was subjected to a search/ survey under section 132 and 133 of theIncome Tax Act, 1961. During the course of this search / survey, the Income Tax Authorities have takencustody of certain documents / records and recorded statement of certain officials of the company..r) Information pursuant to provisions of paragraphs 3 and 4 of the part II of Schedule VI to the CompaniesAct, 1956 is not applicable as the organization is a construction company.s) Previous year figures has been regrouped and/or rearranged wherever required.As per our report Attached.For R.K. CHANDAK & COChartered AccountantsRajesh Kumar Chandak,PartnerMembership No.054637FRN No: -319248EKolkataDated: the 18 th day of June, 2010.For and on Behalf of the Board of DirectorsJain Infraprojects LimitedMannoj Kumar JainChairmanAshok ChadhaVice Chairman-cum- Managing DirectorSumit SuranaCompany Secretary200

ANNEXURE – VSTATEMENT OF DIVIDENDParticulars Dec. 31 ,2009Year ended March 31,2009 2008 2007Equity SharesPaid Up Share Capital (Rs. In Lacs) 2521.39 2,315.39 1,832.51 1734.38Face Value (Rs.) 10.00 10.00 10.00 10.00Rate of Dividend (%) - 10.00 10.00 -Dividend Amount (Rs. In Lacs ) - 186.05 173.52 -Corporate Dividend Tax (Rs. In Lacs ) - 31.62 29.49 -No. of Equity Share of Rs. 10 Each 25,213,850 23,153,850 18,325,100 17,343,780Dividend has been declared on pro rata basis for the shares held for the period.201

ANNEXURE VISUMMARY OF ACCOUNTING RATIO:-Particulars Dec. 31, 2009Year ended March 31,2009 2008 2007Basic & Diluted Earning Per Share ( EPS) 17.29 18.45 10.96 7.38Return on Net Worth( % ) 21.74 26.72 39.66 26.33Net Assets Value Per Share (Rs.) 79.54 69.05 27.62 47.01Profit after Tax (Rs. In Lacs ) 4,138.02 3,431.93 1,901.00 640.19Net Worth (Rs. In Lacs ) 19036.88 12846.13 4793.01 2431.35Weighted Average No. of SharesOutstanding 23932905 18605186 1,73,51,824 51,71,441No. of Shares Outstanding 25213850 23153850 1,83,25,100 1,73,43,780Note: The above ratios have been computed as below:Profit after taxEarning Per ShareWeighted average No. of equity shares outstanding during the yearProfit after taxReturn on Net Worth ( % )Net Worth at the end of yearNet Worth at the end of the yearNet Asset Value Per Share (Rs.)Weighted average no. of equity share outstanding at the end of the year* Profit for the period 7 th November, 2006 to 31 st March, 2007 has been considered for the computation ofEarning per Share (EPS).Note: For December 31, 2009, EPS calculated on Nine month basis.ANNEXURE – VIISTATEMENT OF CAPITALISATION(Rs in lacs)ParticularsPre Issue as onDecember 31, 2009Pre Issue as onMarch 31, 2009Post Issue *Loans- Secured and UnsecuredShort Term Debt 22778.14 16,614.71 [●]Long Term Debt 12198.68 1,720.85 [●]Total Debt 34,976.82 18,335.56 [●]Share Holder's Fund[●]Share Capital 2,521.39 2,315.39 [●]Reserve & Surplus 16529.93 10550.25 [●]Sub-Total 19051.32 12865.64 [●]Less: Preliminary Expenses not written[●]off 14.44 19.51Total Shareholders Fund 19036.88 12846.13 [●]Long Term Debt/ Equity 0.81 0.13 [●]* will be calculated after finalization of issue price202

STATEMENT OF TAX SHELTER (As Restated)ANNEXURE - VIII(Rs in lacs)ParticularsDec. 31,As at March 31,2009 2009 2008 2007 2006 2005Profit as per Books of Account-Before Tax5067.99 3978.19 2237.31 970.38 273.89 267.08Less: Profit of Subsidiary 3.56 112.59 - - - -5064.43 3865.60 2237.31 970.38 273.89 267.08Tax Rate (Including Surcharge &Cess)%33.99% 33.99% 33.99% 33.66% 33.66% 36.60%MAT Rate (Including Surcharge &Cess)%17.00% 11.33% 11.33% 11.22% 8.42% 7.84%Notional Tax Payable-(A) 1,721.40 1,313.92 760.46 326.63 92.19 97.75B) Adjustments1-Impact in respect of profit fromindustrial undertaking engaged inInfrastructure Development u/s 80-2314.6 2,353.20 1,375.28 - - -IA2-Impact in respect of Depreciationon Fixed Assets182.02 257.04 38.18 73.42 59.64 170.893- Other Adjustments 11.82 (29.17) (18.75) - - -Total B 2,508.44 2,581.07 1,394.71 73.42 59.64 170.89Tax Burden / (Savings) thereon (852.62) (877.30) (474.06) (24.71) (20.07) (62.55)Total Tax 868.78 436.61 286.40 301.92 72.12 35.20Income Tax as per MAT 860.95 437.97 253.49 108.88 23.06 20.94MAT Credit - - - - - -Tax Payable - - - - - -Tax as per Profit & Loss Account 868.78 437.97 286.40 301.92 72.12 35.20The Provision for Taxation for the company has been made considering the profits for the period ended onDecember 31, 2009, which will be finalized based on profit for the year ended on 31st March, 2010.203

STATEMENT OF LOANS & ADVANCES (As Restated)ANNEXURE – IX(Rs in lacs)ParticularsDec.As at March 31,31,2009 2009 2008 2007 2006 2005Advances in cash or kind or for value to bereceived10,873.75 6,233.26 3,646.99 910.80 339.85 262.70Advance Payment of Taxes/Tax Deducted atsource1,996.07 1,253.59 471.12 149.67 - -Total 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70204

STATEMENT OF SECURED LOANS (As Restated)ANNEXURE – X (Rs in lacs)As at March 31,ParticularsDec. 31,20092009 2008 2007 2006 2005LONG TERM LOANSSchedule Bank 11,104.01 - - - - -Equipment Finance ( Secured by thehypothecation of the equipmentsacquired under finance from schedule59.65 205.77 403.76 1,554.21 101.47 9.35bank)Equipment Finance ( Secured by thehypothecation of the equipments 1,035.03 1,515.08 3,463.16 85.50 676.43 733.19acquired under finance from others)SHORT TERM LOANS:Schedule Bank 19,472.87 15,469.93 9,477.51 2,637.03 742.72 497.82Total 31,671.56 17,190.78 13,344.43 4,276.74 1,520.62 1,240.36205

STATEMENT OF UNSECURED LOANS (As Restated)ANNEXURE – XI (Rs in lacs)ParticularsDec. 31,2009As at March 31,2009 2008 2007 2006 2005Loans From Body Corporate 3113.57 1036.76 1772.69 332.12 3.00 50.00Loans From a Director 191.69 108.02 32.35 50.00 - -Loans From Others - - - - 28.09 53.09Total Unsecured Loans 3305.26 1144.78 1805.04 382.12 31.09 103.09206

STATEMENT OF SUNDRY DEBTORS (As Restated)ANNEXURE – XII (Rs in lacs)Dec. 31,Particulars2009As at March 31,2009 2008 2007 2006 2005Debt outstanding for a periodexceeding Six months 514.97 485.72 355.49 - 2.11 2.11Debt outstanding for a period notexceeding Six months 24300.27 8229.32 2523.16 3017.67 133.71 1173.94Total Sundry Debtors 24815.24 8,715.04 2,878.65 3,017.67 135.82 1,176.05207

CONTINGENT LIABILITIESANNEXURE – XIII (Rs in lacs)Particulars Dec. 31 , 2009Bank Guarantee against which FixedDeposit receipt have been pledgedtowards marginsEstimated amount of contractremaining to be executed on capitalaccount and not providedCompany has executed CorporateGuarantee on behalf of Jain Steel &Power Ltd & Jain Realty Limited.Company have executed CorporateGuarantee on behalf of PrakashVanijay Private LimitedAs at March31, 2009As at March31, 2008As at March31, 200715124.68 10982.63 2426.78 1336.59NIL NIL NIL 376.006258.52** 5810.64* 2800.00 2800.00647.69 NIL NIL NIL*In the Year ended 31 March, 2009 Company has executed Corporate guarantee on Behalf of Jain Steel &Power Ltd Rs. 4023.64 Lacs and on behalf of Jain Realty Ltd Rs. 1787.00 Lacs.** In the period ended 31 Dec, 2009 Company has executed corporate guarantee on Behalf of Jain Steel &Power Ltd Rs. 4264.00 Lacs and on behalf of Jain Realty Ltd Rs. 1994.52 Lacs.208

ANNEXURE – XIVDetail of Related Parties as per AS-18List of Related PartiesName of The Related Party1 Promoters/ DirectorsMr. Mannoj Kumar JainMrs. Rekha Mannoj JainM/s Smriti Food Park Private LimitedM/s Prakash Endeavours Private LimitedM/s Tushita Builders Private LimitedMr. Sunder Shyam DuaMr. Ashok Kumar Chadha2 Subsidiary CompanyJain Infra Global F.Z.E, UAERelationshipPromoter DirectorPromoter DirectorPromoterPromoterPromoterIndepended Non –Executive DirectorManaging DirectorSubsidiary Company3 Companies / Firms in which Promoters / Directors or their Relative Having significant influenceBengal Infrastructure Development Private LimitedGroup CompanyJain Coke & Power Private LimitedGroup CompanyJain Energy LimitedGroup CompanyJain Energy Trading LimitedGroup CompanyJain Infra Developers Private LimitedGroup CompanyJain Natural Resources LimitedGroup CompanyJain Power LimitedGroup CompanyJain Realty LimitedGroup CompanyJain Renewable Energy Private LimitedGroup CompanyJain Space Infra Venture LimitedGroup CompanyM K Media Pvt LtdGroup CompanyNeptune Plaza Maker Private LimitedGroup CompanyOdyssey Realtors Private LimitedGroup CompanyPrakash Endeavours Private LimitedGroup CompanyPrakash Petrochemicals LimitedGroup CompanyPrakash Vanijya Private LimitedGroup CompanySmriti Food Park Private LimitedGroup CompanyTrinity Nirman Private LimitedGroup CompanyTushita Builders Private LimitedGroup CompanyJain Heavy Industries Private LimitedGroup CompanySuraj Abasan Private LimitedGroup CompanyJain Steel And Power LimitedGroup Company4 Ex Promoters/ DirectorsMr. Darshan Lal JainMrs. Janki Devi JainMr. Parmod Kumar DhawanMr. Prem Prakash SharmaMr. Kalyan K. ChattopadhyayPromoter DirectorPromoter DirectorDirectorDirectorDirectorSTATEMENT SHOWING RELATED PARTIES TRANSACTIONS (AS RESTATED) (Rs. In lacs)S.No.Name of RelatedPartyNature ofTransaction01.04.2009to31.12.200931.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.20051 MANNOJ KUMAR Salary 45.00 39.60 26.28 13.56 - -209

S.No.Name of RelatedPartyNature ofTransaction01.04.2009to31.12.200931.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005JAIN Profit - - - 106.47 45.78 32.07Interest 5.56 4.80 13.92 - - -Loan Given/(Taken)(78.67) (71.42) 17.65 (50.00)Balance atyear end(191.69) (108.02) (32.35) (50.00)2 REKHA MANNOJ JAIN Profit - - - 4.57 - -3ASHOK KUMARCHADHASalary 97.50 - - - - -4PRAKASHENDEAVOURS PVT.LIMITEDProfit - - - 31.97 45.78 -5SMRITI FOOD PARKPRIVATE LIMITEDProfit - - - 60.74 45.78 32.076TUSHITA BUILDERSPRIVATE LIMITEDProfit - - - 2.28 - -Companies / Firms in which Promoters/Directors or their Relatives having significant influence12345678910JAIN COKE & POWERPRIVATE LIMITEDJAIN ENERGYLIMITEDJAIN REALTYLIMITEDJAIN RENEWABLEENERGY PRIVATELIMITEDJAIN SPACE INFRAVENTURE LIMITEDPRAKASHENDEAVOURSPRIVATE LIMITEDPRAKASHPETROCHEMICALSLIMITEDPRAKASH VANIJYAPRIVATE LIMITEDSMRITI FOOD PARKPRIVATE LIMITEDTUSHITA BUILDERSPRIVATE LIMITEDLoan Given/(Taken)0.01 -Balance atyear end(0.01) (0.01) - - - -Loan Given/(Taken)(691.23) 283.83 (61.09) 50.03 22.00 (25.00)Balance atyear end(421.46) 269.77 (14.06) 47.03 (3.00) (25.00)InterestIncome- - 3.85 - - -Loan Given/(Taken)(811.60) (1,946.36) 202.86 1.59 - -Balance atyear end(2,550.54) (1,738.94) 207.42 1.59 - -Loan Given/(Taken)0.35Balance atyear end0.35 - - - - -InterestIncome- - 0.25 - - -Loan Given/(Taken)124.00 (5.19) 5.00Balance atyear end124.00 - 5.19 - - -Rent 8.74 11.76 11.56 2.25 1.20 -Loan Given/(Taken)79.41 62.60 11.91 65.76 (54.99)Balance atyear end164.69 85.28 22.68 10.77 (54.99)Loan Given/(Taken)(3.10) 53.92 -Balance atyear end50.82 53.92 - - - -Loan Given/(Taken)- - - (15.00) 15.00 -Balance atyear end- - - - 15.00 -Loan Given/(Taken)132.00 (185.00)Balance atyear end(53.00) (185.00) - - -Loan Given/(Taken)417.99 (734.10) 224.61 362.04 (194.01) 11.00Balance at 87.53 (330.46) 403.64 179.03 (183.01) 11.00210

S.No.Name of RelatedPartyNature ofTransaction01.04.2009to31.12.200931.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005year end11Loan Given/JAIN STEEL AND (Taken)29.36 (38.93) 336.93 52.63 13.00 153.49POWER LIMITED Balance atyear end546.48 517.12 556.05 219.12 166.49 153.4912 DARSHAN LAL JAIN Profit - - 4.57 - -13 JANKI DEVI JAIN Profit - - - 2.28 - -Notes: Figure in bracket in balance at year end shows credit balance211

STATEMENT OF CURRENT LIABILITIES AND PROVISIONSANNEXURE -XV (Rs in lacs)ParticularsDec.31,2009Current LiabilitiesSundry Creditors for Goods &Expenses 16,428.40As at March 31,2009 2008 2007 2006 20059922.24 2,797.13 2,064.58 274.24 285.44Other Liabilities 1,109.04 453.20 280.84 193.37 0.90 290.34Total ( A ) 17,537.44 10,375.44 3,077.97 2,257.95 275.14 575.78ProvisionsProvision For Gratuity & Leave47.93 18.75 - - -Encashment 36.10Provision For Income Tax 1967.64 1098.86 660.89 374.50 72.11 35.20Provision For Fringe Benefit Tax 30.16 30.16 19.00 8.78 4.77 -Proposed Dividend - 186.05 173.52 - - -Provision for Corporate Tax on31.62 29.49 - - -Dividend -Total ( B ) 2,033.90 1,394.62 901.65 383.28 76.88 35.20Total ( A + B ) 19,571.34 11,770.06 3,979.63 2,641.23 352.02 610.98212

STATEMENT OF OTHER INCOMEANNEXURE – XVI (Rs in lacs)ParticularsDec.31,2009As at March 31,2009 2008 2007 2006 2005Recurring IncomeInterest on FD 109.56 145.52 213.46 0.58 3.33 2.50Non- Recurring IncomeMisc Income 63.55 70.55 51.98 35.31 14.58 -Foreign Exchange Fluctuation 55.00 - - - - -Total 228.11 216.07 265.44 35.89 17.91 2.50213

STATEMENT OF DEFERRED TAX LIABILITY/ ASSETS (As Restated)Annexure – XVIIParticularsDeferred Tax LiabilitiesOn Difference between bookand Tax WDV of the FixedassetsAs on31/12/2009As on31/03/2009As on31/03/2008As on31/03/2007As on31/03/2006(Rs in lacs)As on31/03/2005368.70 307.51 210.38 170.69 146.43 137.36Total (A) 368.70 307.51 210.38 170.69 146.43 137.36Deferred Tax AssetsArising on account ofBusiness losses etc- - - - - -Total (B) - - - - - -Deferred Tax Liabilities (A-B)368.70 307.51 210.38 170.69 146.43 137.36Current year/ period charge/Credit61.19 97.13 39.69 24.26 9.07 137.36214

Sr.No.Particulars1 Profit computation for earning per shareof Rs.10/- eachNet Profit as per Profit & Loss Accountbefore earlier years tax(Rs in Lacs)Net Profit as per Profit & Loss AccountSTATEMENT OF EARNINGS PER SHAREANNEXURE – XVIIIFor thePeriodEnded onDec 31, 2009For theYear endedMarch31,2009For theYear endedMarch31,2008(Rs in lacs)For theYearendedMarch31,20074,138.02 3,431.93 1,901.00 381.40*4,129.02 3,431.93 1,901.00 381.40*after earlier years tax(Rs in Lacs)2 Weighted average number of equityshare for EPS computationFor Basic EPS No 2,39,32,905 2,31,53,850 1,73,51,824 51,71,441For Diluted EPS No 2,39,32,905 2,31,53,850 1,73,51,824 51,71,4413 Basic EPS ( Weighted average )Basic EPS ( before earlier years tax ) (Rs) 17.29 18.45 10.96 7.38Basic EPS ( after earlier years tax ) (Rs) 17.24 18.45 10.96 7.384 Diluted EPS ( Weighted average )Diluted EPS ( before earlier years tax ) 17.29 18.45 10.96 7.38Diluted EPS ( after earlier years tax ) 17.24 18.45 10.96 7.38* Profit for the period 7 th November, 2006 to 31 st March, 2007 has been considered for the computation ofEarning Per Share (EPS).215

MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSYou should read the following discussion of our financial condition and results of operations together with (a)our restated consolidated financial statements as at and for the year ended March 31, 2005,2006, 2007, 2008,2009 and the nine months ended December 31, 2009 and the reports thereon and annexures thereto and (b) ourstandalone restated financial statements as at and for the year ended March 31, 2005 and 2006 and the reportsthereon and annexures thereto, which have been presented in accordance with paragraph B(1) of Part II ofSchedule II to the Companies Act and with the SEBI Regulations, and which are all included in this Draft RedHerring Prospectus. Our financial statements are prepared in conformity with Indian GAAP. Indian GAAPdiffers in certain significant respects from IFRS, U.S. GAAP and other accounting principles and auditingstandards in other countries with which prospective investors may be familiar. In this section, references to“we”, “our” and “us” refers to the Company on a consolidated basis for any period or date between andincluding March 31, 2007 and December 31, 2009. References to “we”, “our” and “us” for any period or dateprior to March 31, 2007 refers to the Company on a standalone basis.OVERVIEWWe are an integrated construction and infrastructure development company providing engineering, procurementand construction services for infrastructure projects in India. Our primary project expertise is in the constructionof Roads & Highways, and technical Building, Hospitals and Colleges, Integrated Townships, LandDevelopment. We are headquartered in Kolkata, West Bengal, and have 5 offices/branches at Delhi, Lucknow,Patna, Bangalore and Sharjah (UAE).Our company is the flagship company of the Jain Group, which has business interests in infrastructure, energy(renewable and non-renewable), steel and real estate. Our Company was incorporated on March 31, 2000 as apartnership firm namely Bengal Construction Co. which was subsequently converted into a public limitedcompany on 07 November 2006 under the Companies Act, 1956 in the name and style of “Bengal InfrastructureLimited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of thecompany was changed to Jain Infraprojects Limited on 21 Decemeber 2006 and a fresh certificate ofIncorporation was obtained from the Registrar of Companies, West Bengal. The promoters of the company werethe erstwhile partners in the partnership firm. For more details, please refer to the chapter titled “History andCorporate Structure” beginning on page 101 of this DRHP.Our expertise lies in planning, developing and executing projects in the areas of (i) Roads & Highways (ii) Civil& Structural Engineering (iii) Housing Colonies and (iv) Water Distribution System. While we primarilyexecute our projects independently or through sub-contracting, to be able to execute larger projects; we intend toenter into Joint Ventures / Strategic Alliances to meet the technical and pre-qualification requirements.Our fleet of construction equipment comprises of Heavy Earth Moving Machines such as hydraulic excavators,loaders, dozers; Concreting plants such as batch-mixing plants, concrete mixers, transit mixers, concrete pavers;Road equipment such as vibratory tandem rollers, electrical paver finishers, mechanical paver finishers, hot mixplants, static rollers bitumen sprayer in addition to supplementary equipment such as cars, jeeps, tippers,tractors. We have also invested in plants such as welding generators, gas cutting sets, work shop equipments,generators.On a standalone basis, for the Fiscal 2009, and for the nine months ended on December 31, 2009, our grosscontract receipts were Rs. 50,446 lacs and Rs. 65,101 lacs respectively. For the respective periods, we earned aprofit after tax of Rs. 3,319 lacs and Rs. 4,125 lacs. The value of the order book as on May 27, 2010 was Rs.4,380.73 Crore.FACTORS AFFECTING OUR RESULTS OF OPERATIONSA number of factors have affected and we expect will continue to affect our results of operations. Some of thefactors affecting our results of operations are discussed below:Dependence on Contracts Awarded by Government Authorities216

Our business is substantially dependent on infrastructure projects in India undertaken or awarded by governmentauthorities and other entities funded by governments. Contracts awarded to us by the government, including itscentral, state or local authorities, accounted for 71.56% and 76.28% of our total stand-alone income in Fiscal2009 and the nine months ended December 31, 2009, respectively. Any change in government policies resultingin a decrease in the amount of infrastructure projects undertaken by the private sector, a decrease in privatesector participation in infrastructure projects, the restructuring of existing projects or delays in payment to usmay adversely affect our results of operations.Raw Material CostsOur results of operations may be adversely affected in the event of increases in the price of materials, fuel costs,labour or other project-related inputs. Timely and cost effective execution of our projects is dependent on theadequate and timely supply of key materials such as bitumen, gravel, steel, cement and aggregate (sand, bricksand sized metals). If we are unable to procure the requisite quantities of materials and in a timely manner, ourresults of operations may be adversely affected.Disparity in actual construction costs and the assumptions in our bidThe actual expenses in executing fixed-price contracts or lump sum, turn-key contracts or agreements for theconstruction phase of a developer project may vary substantially from the assumptions underlying our bid andwe may be unable to recover all or some of the additional expenses, which may have a material adverse effecton our results of operations.Availability of Skilled Labour and technical staffThe cost and timely availability of skilled labour and engineers can have a significant effect on our results ofoperations. In addition, our results of operations could be adversely affected by disputes with our employees.Timely Availability of sufficient fundsOur construction projects require large deployment of working capital. If we experience insufficient cash flowsor are unable to obtain the necessary funds to allow us to make required payments on our debt or fund workingcapital requirements, there may be an adverse effect on our results of operations. In addition, fluctuations inmarket interest rates may affect the cost of our borrowings and our ability to procure funds at the current costs.Our ability to scale operationsOur current order book and orders in the pipeline entail the execution of large projects. We envisage suchexecution in the future as well. If we are unable to execute larger projects and effectively manage our growth itcould disrupt our business and reduce our profitability.Weather ConditionsWe have business activities that could be materially and adversely affected by severe weather. Our operationsare also adversely affected by difficult working conditions and extremely high temperatures during summermonths and during monsoon, which restrict our ability to carry on construction activities and fully utilize ourresources. We record contract revenues for those stages of a project that we complete, after we receivecertification from the client that such stage has been successfully completed.Since revenues are not recognized until we make progress on a contract and receive such certification from ourclients, revenues recorded in the first half of our financial year between April and September are traditionallylower compared with revenues recorded during the second half of our financial year. During periods of curtailedactivity due to adverse weather conditions, we may continue to incur operating expenses, but our revenues fromoperations may be delayed or reduced.CompetitionWhile most of the projects on hand have been obtained through a negotiated bidding system, we intend to takeon larger projects that are on a competitive bidding system. This could increase the competitiveness of theenvironment we operate in, which may force us to reduce our bid prices, which in turn could affect ourprofitability.Tax BenefitsOur Company has claimed certain tax benefits under Indian tax laws. For a detailed discussion on these taxbenefits, please see “Statement of Tax Benefits” on page 52 of this Draft Red Herring Prospectus. In the eventthere is a change in the policy of the Government for income recognition of infrastructure companies, it mayadversely affect our profitability.217

General Economic Conditions in India and GloballyOur performance is highly correlated to general economic conditions in India, which are in turn influenced byglobal economic factors. Any event or trend resulting in a deterioration in whole or in part of the Indian orglobal economy may directly or indirectly affect or performance, including the quality and growth of our assets.Any volatility in global commodity prices could adversely affect our results of operations.For further discussion of factors that may affect our results of operations, see the section entitled “Risk Factors”beginning on page xii of this Draft Red Herring Prospectus.218

CRITICAL ACCOUNTING POLICIESOur Company maintains its accounts on an accrual basis following the historical cost convention in accordancewith Indian GAAP. Indian GAAP comprises accounting standards notified by the Government of India inSection 211(3C) of the Companies Act, pronouncements of the Institute of Chartered Accounts of India andrelevant provisions of the Companies Act. We seek to apply our accounting policies consistently from period toperiod.Some of our accounting policies are particularly critical to the portrayal of our financial position and results ofoperations and require the application of significant management assumptions and estimates. We refer to theseaccounting policies as our “critical accounting policies”. Our management uses our historical experience andanalyses the terms of existing contracts, historical cost conventions, industry trends, information provided byour agents and others and information available from outside sources, as appropriate, to formulate itsassumptions and estimates. These assumptions and estimates are inherently subject to uncertainty and actualresults could differ from our management‟s assumptions and estimates. While all aspects of our financialstatements and accounting policies should be understood in assessing our current and expected financialcondition and results of operations, we believe that the following critical accounting policies warrant additionalattention:Basis of Preparation of Consolidated Financial StatementsThe consolidated financial statements are prepared under historical cost convention on going concern basis,using the accrual system of accounting in accordance with the accounting principles generally accepted in India(Indian GAAP) and the requirement of the Companies Act, 1956, including the mandatory AccountingStandards as prescribed by the Companies (Accounting Standard) Rules 2006.Principle of ConsolidationThe Consolidated financial statements relate to the Company and its subsidiaries (hereinafter together with theCompany collectively referred to as “the Group”. In the preparation of Consolidated Financial Statement,investment in subsidiaries has been accounted for in accordance with AS 21 (Consolidated FinancialStatements). The Consolidated Financial Statement are prepared on the following basis:-• Subsidiary Enterprises are consolidated on line-by-basis by adopting together the book values of thelike items of Assets, liabilities, income and expenses after eliminating all significant intra groupbalances and intra group transactions and also unrealized profit & losses, except where cost cannot berecovered. The results of operations of subsidiary are included in the consolidated financial statementfrom the date on which the parent and subsidiary relationship come to existence.• Separate financial statements of the subsidiary, originally prepared in currencies different from thegroup's presentation currency, have been converted into Indian Rupees (INR) which is the functionalcurrency of the parent company. In case of the foreign subsidiaries being non- integral foreignoperations revenue items have been consolidated at the average of the rates prevailing during the year.The assets and liabilities are translated at the rates prevailing at the balance sheet date. The exchangedifferences arising on translation is debited or credited to Foreign Currency Translation ReserveAccount.• The difference (if any) between the cost to the group of investment in subsidiaries and theproportionate share in the investee Enterprise as at the date of acquisition of stake is recognized in theconsolidated financial statement as Goodwill or Capital Reserve, as the case may be.• Minorities' interest share in net profit (if any) of Consolidated Subsidiaries for the year is identified andadjusted against the income of the group in order to arrive at the net income attributable to theshareholders of the Group. Their share of net assets (if any) is identified and presented in theconsolidated Balance Sheet separately.• In case of foreign subsidiary , where the books of accounts have been prepared in compliance withlocal laws and / or International Financial Reporting Standard ,appropriate adjustment (if any ) fordifferences ( if any) have been made to the extent possible, the restated consolidated financialstatements are prepared using uniform accounting policies for like transactions and other events insimilar circumstances, and are presented, to the extent possible, in the same manner as the Company'sRestated Financial Statement.219

Use of EstimatesThe preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP)requires the management of the company to make estimates and assumption that affect the reported balances ofassets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statementsand reported amounts of income and expenses during the year. Example of such estimates include employeeretirement benefit plans, provision for income tax, useful life of fixed assets etc. the difference between theactual results and estimates are recognized in the period in which such results are known or materialized.Fixed Assets, Depreciation and Impairment of Assets:-Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs relating toacquisition and installation of fixed assets are capitalized and include borrowing costs directly attributable toconstruction or acquisition of fixed assets, up to the date of asset is put to use.Depreciation on fixed assets has been provided as under:-• Depreciation on fixed assets is provided on straight line method at the rates specified in schedule XIVof the Companies Act, 1956.• Except for items for which 100% depreciation rates are applicable, depreciation on assetsadded/disposed of during the year has been provided on pro-rata basis with reference to the date ofaddition/disposal.• The carrying amount of assets is reviewed at Balance Sheet date to determine, if there is any indicationof impairment thereof based on external/internal factors and impairment loss is recognized whereverthe carrying amount of an asset exceeds its recoverable amount which represent the greater of the netselling price of the assets and its value in use in assessing value in use, the estimated future cash floware discounted to their present value based on an appropriate discount factor.Revenue Recognition• Contract Revenue is recognized on the basis of work done and billed.• Claims and counter claims (related to customers) including those under arbitration, are accounted foron their disposal. Other contract related claims are recognized when there is reasonable certainty as totheir recoverability.InvestmentsInvestments that are readily realizable and intended to be held for not more than a year are classified as currentinvestment. All other investments are classified as long-term investment. Current investments, if any, are carriedat lower of Cost and fair value determined on an individual basis. Long-term investments are carried at cost.However, provision for diminution in value is made to recognize a decline other than temporary in the value ofthe investment.Inventories• Work in progress is valued at cost, which reflects works done but not certified and includesconstruction materials at sites and stores and spares.• Cost of materials and stores and spares are determined under FIFO basis.Foreign Currency Transactions:-• Foreign Currency Transactions are translated at the exchange rate prevailing on the reporting date.Foreign currency monetary assets and liabilities are translated at the exchange rate prevailing at thebalance sheet dates. Difference in the exchange rate is dealt with in the Income statement as they arise.• Translation of Integral and Non- Integral Foreign Operations:-• The financial statements of integral foreign operations are translated as if the transaction of foreignoperations has been those of the group itself.In translating the financial statements of the non-integral foreign operation for the incorporation in theconsolidated financial statement, assets and liabilities, monetary and non- monetary, of the non-integral220

Borrowing Costforeign operation are translated at average exchange rates for the period. All resulting exchangedifferences are accumulated in the foreign currency translation reserve until the disposal of the netinvestment.Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets arecapitalized as part of the cost of such assets up-to the date of the asset is put to use. All other borrowing costsare charged to Profit & Loss Account in the year in which they are incurred.Employee Benefits(i)(ii)(iii)Long Term Employee Benefits:-• Defined Contribution PlansThe Group has Defined Contribution Plans for post employment benefit in the form of Provident Fund.Besides, the company also makes contribution to the Employees State Insurance Scheme. These plansconstitute insured benefits as the group has no further obligation beyond making the contributions. Thecompany‟s contributions to Defined Contributions Plans are charged to the Profit & Loss Account asincurred.• Defined Benefit PlansThe Group has Defined Benefit Plan for post employment benefit in the form of Gratuity.Liability forDefined Benefit Plan is provided on the basis of valuation, at the Balance Sheet Date, carried out byindependent actuary. The actuarial valuation method used by independent actuary for measuring theliability is the Projected Unit Credit Method.• Compensated AbsencesProvision for compensated Absences is based on actuarial valuation carried out at Balance Sheet Date.Termination benefits:-Termination benefits are recognized as an expense as and when incurred.Actuarial gains and losses:-Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarialassumptions are recognized immediately in the Profit & Loss Account as income or expense.Taxation• Provision for current tax is made on the assessable income/benefit in accordance with and at the ratesspecified under the Income Tax Act, 1961, as amended.• In accordance with Accounting Standard 22 – Accounting for taxes on income, issued by the Instituteof Chartered Accountants of India, Deferred Tax is recognized on timing difference being thedifference between the taxable incomes and the accounting incomes that originate in one year and arecapable of reversal in one or more subsequent periods. Deferred Tax Assets subject to the considerationof prudence are recognized and carried forward only to the extent that there is a reasonable certaintythat sufficient future taxable income will be available against which such deferred tax assets can beutilized. The tax effect is calculated on the accumulated timing difference at the year-end based on taxrates and laws enacted or substantially enacted on balance sheet date.Earnings Per Share (EPS)Basic Earnings Per Share is calculated by dividing the net profit or loss for the period attributable to equityshareholders by the weighted average number of equity shares outstanding during the year. The weightedaverage number of equity shares outstanding during the period is adjusted for events of fresh issue of sharesduring the year. For the purpose of calculating diluted Earnings Per Share, the net profit or loss for the yearattributable to equity shareholders and weighted average number of equity shares outstanding during the year isadjusted (if any) for the effects of all dilutive potential equity shares.Provision, Contingent Liabilities and Contingent Assets221

Provision comprises liabilities of uncertain timing or amount. Provisions involving substantial degree ofestimation in measurement are recognized when an enterprise has a present obligation as a result of past event; itis probable that an outflow of resources will be required to settle the obligation, in respect of which a reliableestimate can be made.Contingent Liabilities are disclosed by way of notes to accounts. Dispute demands in respect of Income Tax aredisclosed as contingent liabilities. Payment in respects of such demand, if any, is shown as an advance, till thefinal outcome of the matter.Contingent assets are not recognized in the financial statements.ClaimsPrice escalation claims and additional claims including those under arbitration are recognized as revenue whenthey are realized or receipts thereof are mutually settled or reasonably ascertained.Start up ExpenditureSite start-up expenses are charged off in the year these are incurred.SUMMARY OF RESULTS OF OPERATIONSThe table below sets forth, for the periods indicated, our consoliodated restated profit and loss account, both inabsolute terms and with each line item represented as a percentage of total income:IncomeParticularsFor the year ended on 31st March(Rs. in lacs)2009 2008 2007 2006 2005Amount (%) Amount (%) Amount (%) Amount (%) Amount (%)Gross Contract Receipts 51,708.53 86.4% 21,298.21 68.9% 10,468.66 82.4% 3,244.26 74.0% 4,141.62 110.5%Other Income 216.07 0.4% 265.44 0.9% 35.89 0.3% 17.91 0.4% 2.50 0.1%Increase(Decrease inInventories)7,896.18 13.2% 9,360.74 30.3% 2,198.25 17.3% 1,122.51 25.6% (395.91) -10.6%Total 59,820.78 100.00 30,924.39 12,702.80 4,384.68 3,748.21ExpenditureRaw Materials Consumed 41,403.16 69.2% 19,550.30 63.2% 7,551.58 59.4% 1,306.30 29.8% 1,338.77 35.7%Other Contract OperatingExpenses8,770.20 14.7% 6,067.65 19.6% 2,674.22 21.1% 2,416.45 55.1% 1,803.34 48.1%Staff Costs 714.63 1.2% 518.31 1.7% 822.35 6.5% 105.70 2.4% 3.47 0.1%Administrative & OtherExpenses1,455.21 2.4% 578.88 1.9% 305.55 2.4% 121.32 2.8% 95.40 2.5%Total 52,343.20 87.50 26,715.14 86.4% 11,353.70 89.4% 3,949.77 90.1% 3,240.98 86.5%Net Profit before Interest,Depreciation, Tax andExtraordinary items7,477.58 12.5% 4,209.25 13.6% 1,349.10 10.6% 434.91 9.9% 507.23 13.5%Depreciation 185.93 0.3% 121.20 0.4% 80.81 0.6% 66.21 1.5% 54.77 1.5%Interest & Financial Charges 3,313.46 5.5% 1,850.74 6.0% 297.91 2.3% 94.81 2.2% 185.38 4.9%Profit / Loss before Taxbut before Extra - ordinary 3,978.19 6.7% 2,237.31 7.2% 970.38 7.6% 273.89 6.2% 267.08 7.1%ItemsProvision for Taxation 0.0% 0.0% 0.0% 0.0% 0.0%- Current Tax 437.97 0.7% 286.40 0.9% 301.92 2.4% 72.12 1.6% 35.20 0.9%- Deferred Tax 97.13 0.2% 39.69 0.1% 24.26 0.2% 9.07 0.2% 137.36 3.7%- Fringe Benefit Tax 11.16 0.0% 10.22 0.0% 4.01 0.0% 4.77 0.1% 0.0%Profit / Loss after Tax butbefore Extra - ordinaryItems3,431.93 5.7% 1,901.00 6.1% 640.19 5.0% 187.93 4.3% 94.52 2.5%222

ParticularsFor the year ended on 31st March2009 2008 2007 2006 2005Amount (%) Amount (%) Amount (%) Amount (%) Amount (%)Extra-ordinary Items 0.0% 0.0% 0.0% 0.0% 0.0%Add/(Less) TaxationAdjustmentEffect of change inaccounting policy onaccount of deferred taxprovisionsEffect of change inaccounting policy onaccount of DepreciationProfit/Loss after ExtraordinaryItemsAdd: Balance b/f from lastyearProfit available forappropriation0.0% 0.0% (15.52) -0.1% 0.0% 0.0%0.0% 0.0% (146.42) -1.2% 0.0% 0.0%0.0% 0.0% 465.02 3.7% 0.0% 204.50 5.5%3,431.93 5.7% 1,901.00 6.1% 943.27 7.4% 187.93 4.3% 299.02 8.0%2,377.98 699.99Proposed Dividend 186.05 173.52Tax thereon 31.62 29.49Transfer to General Reserve 20.00 20.00Less : Profit for the periodended 06/11/2006Profit Transferred toBalance Sheet5,809.91 2,600.99 943.27 187.93 299.02243.285,572.24 2,377.98 699.99 187.93 299.02The table below sets forth, for the nine months ended December 31, 2009, our consolidated restated profit andloss account, both in absolute terms and with each line item represented as a percentage of total income:(Rs. in lacs)ParticularsFor the period ended on 31st December,2009Amount (%)IncomeGross Contract Receipts 67,783.19 88.8%Other Income 228.11 0.3%Increase(Decrease in Inventories) 8,340.75 10.9%Total 76,352.05 100.00ExpenditureRaw Materials Consumed 33,821.92 44.3%Other Contract Operating Expenses 32,832.86 43.0%Staff Costs 817.73 1.1%Administrative & Other Expenses 558.47 0.7%Total 68,030.98 89.1%Net Profit before Interest, Depreciation, Tax and Extraordinary items 8,321.07 10.9%Depreciation 186.04 0.2%Interest & Financial Charges 3,067.04 4.0%Profit / Loss before Tax but before Extra - ordinary Items 5,067.99 6.6%Provision for Taxation 0.0%- Current Tax 868.78 1.1%- Deferred Tax 61.19 0.1%- Fringe Benefit Tax - 0.0%Profit / Loss after Tax but before Extra - ordinary Items 4,138.02 5.4%Extra-ordinary Items - 0.0%Add/(Less) Taxation Adjustment (9.00) 0.0%223

ParticularsFor the period ended on 31st December,2009Amount (%)Effect of change in accounting policy on account of deferred tax provisions - 0.0%Effect of change in accounting policy on account of Depreciation - 0.0%Profit/Loss after Extra-ordinary Items 4,129.02 5.4%Add: Balance b/f from last year 5,572.24Profit available for appropriation 9,701.26Proposed Dividend -Tax thereon -Transfer to General Reserve -Less : Profit for the period ended 06/11/2006 -Profit Transferred to Balance Sheet 9,701.26IncomeOur income from contracts is earned primarily from EPC, LSTK, and item rate contracts. We bill clients on aperiodic basis for our progress on their construction projects following their certification to the extent of theprogress made.Our other income mainly includes interest earned from bank deposits and advances paid and miscellaneousincome.ExpenditureOur total expenditure comprises (i) Raw Materials Consumed, (ii) Contract Operating Costs, (iii) Staff costs,(iv) Administrative and selling expenses, (v) Interest & Finance charges and (vi) Depreciation.Raw Materials ConsumedContract materials and supplies consumed are the cost of materials consumed in our construction projects suchas (i) Bitumen, (ii) Sand, gravel and other aggregates, (iii) Steel and Cement, (iv) Machinery & RoadConstruction Equipment, (v) electrical materials (vi) piping materials, (vii) high density poly ethylene liner and(ix) other materials, net of adjustments of opening and closing stock of raw materials.Contract Operating CostsContract Operating costs consist of the amount paid to sub-contractors for the execution of projects on a back toback contract basis and on a piece-rate contract basis.Staff CostsPersonnel costs consist of (i) salaries, wages and other benefits (bonuses, group insurance and gratuity and theCompany‟s contribution to provident funds) to employees and directors and (ii) staff welfare costs.Administrative ExpensesAdministrative expenses include (i) insurance premium, (ii) tender forms and registration for tenders, (iii)travelling expenses, (iv) rent, (v) electricity charges, (vi) printing and stationary costs, (vii) legal andprofessional costs, and (viii) security costs.Finance ChargesFinance charges comprise (i) interest and finance charges, such as interest charged on term loans, short termloans and hypothecation loans and (ii) bank charges, such as bank guarantee commission charges, bank servicecharges, letter-of-credit charges and loan processing charges.DepreciationDepreciation includes depreciation on building, plant and machinery, vehicles, furniture and fixtures, computersand office equipment and other fixed assets.RESULTS OF OPERATIONSNine Months Ended December 31, 2009 (on a Consolidated Basis)Income224

Our Gross Contract Receipts for the nine months ended December 31, 2009 was Rs. 67,783.19 lacs.Other IncomeFor the period ended December 31, 2009 we earned Rs. 109.56 lacs on our Fixed Deposits with Banks andfinancial institutions. We earned Rs. 63.55 lacs from miscellaneous sources, while Foreign ExchangeFluctuations brought in Rs. 55 lacs. Thus the total other income for the period was Rs. 228.11 lacs.Raw Materials ConsumedWe consumed Rs. 33,821.92 lacs of raw materials in the nine months ended December 31, 2009.Contract Operating CostsOur expenditure on contract operating costs was Rs. 32,832.86 lacs, which was mainly in connection withpayments to sub-contractors performing work on projects in the Roads, building, industrial, and water networkssector. The increase was attributed to a reclassification of costs.Staff CostsStaff costs for the nine months ended December 31, 2009 were Rs. 817.73 lacs. The increase of 14% wasattributed to additional manpower and an increase in the salaries.Administrative and Selling ExpensesAdministrative and selling expenses for the nine months ended December 31, 2009 were Rs. 558.47 lacs.Interest and Finance ChargesOur interest and finance charges for the nine months ended December 31, 2009 were Rs. 3,067.04 lacs.DepreciationDepreciation which includes depreciation on building, plant and machinery, vehicles, furniture and fixtures,computers and office equipment and other fixed assets was Rs. 186.04 lacs.Profit before TaxationPrincipally for the reasons discussed above, our profit before taxation for the nine months ended December 31,2009 was Rs. 5,067.99 lacs. Our profit before taxation for the nine months ended December 31, 2009 as apercentage of total income was 7.50%.Provision for TaxationOur total provision for taxation for the nine months ended December 31, 2009 was Rs. 929.97 lacs. Thecomponents of the provision were current tax at Rs. 868.78 lacs and deferred tax at Rs. 61.19 lacs. Our effectivetax rate for the nine months ended December 31, 2009 was 26.79% compared with the statutory rate of 33.99%.Net Profit, as RestatedAs a result of the foregoing, our restated net profit for the nine months ended December 31, 2009 was Rs.4,129.02 lacs. Our net profit, as a percentage of total income was 6.10%.Year Ended March 31, 2009 (on a Consolidated Basis) Compared with Year Ended March 31, 2008 (on aConsolidated Basis)Our total income increased to Rs. 59,820.78 lacs in Fiscal 2009 from Rs. 30,924.39 lacs in Fiscal 2008, anincrease of Rs. 28,896.39 lacs, or 93.44%. This was primarily due to increased execution of road projects.Contract RevenueOur contract revenue increased to Rs. 51,708.53 lacs in Fiscal 2009 from Rs. 21,298.21 lacs in Fiscal 2008, anincrease of Rs. 30,410.32 lacs, or 142.78%.The above increases were due to work done on projects that were in progress in the prior fiscal year, thecompletion of some of the projects that were in progress in the prior fiscal year and work done on new projects.Other IncomeOther income decreased to Rs. 216.07 lacs in Fiscal 2009 from Rs. 265.44 lacs in Fiscal 2008, a decrease of Rs.49.37 lacs, or 18.60%. The decrease in other income was primarily attributable to a reduction in the FD and ergothe interest from the FD.225

ExpenditureOur total expenditure increased to Rs. 52,343.20 lacs in Fiscal 2009 from Rs. 26,715.14 lacs in Fiscal 2008, anincrease of Rs. 25,628.06 lacs, or 95.93%. As a percentage of total income, total expenditure increased from86.40% in Fiscal 2008 to 87.50% in Fiscal 2009. The increase in total expenditure was principally due to anincrease in cost of raw materials resulting from an increase in execution of infrastructure projects.Our contract materials and supplies consumed increased to Rs. 41,403.16 lacs in Fiscal 2009 from Rs. 19,550.30lacs in Fiscal 2008, an increase of Rs. 21,852.86 lacs or 111.78%. The increase in materials consumed wasprimarily due to increased expenditure on materials and supplies consumed resulting from increased activity andan increase in prices of various material and supplies.The actual cost of contract materials and supplies consumed increased in volume and also as a percentage inFiscal 2009. As a percentage of total income the cost of materials increased from 63.20% of total income inFiscal 2008 to 69.20% of total income in Fiscal 2009. An increase in the price of materials contributed to theincrease of cost of materials as a percentage of total income.Other Contract Operating ExpensesOur other contract costs increased to Rs. 8,770.20 lacs in Fiscal 2009 from Rs. 6,067.65 lacs in Fiscal 2008, anincrease of Rs. 2,702.55 lacs or 44.54%. The increase in other direct expenses was primarily due to increase inthe material consumption. Our expenditure on major contract costs was as follows:• Expenditure on power and fuel increased by 75.2% from Rs. 650.04 lacs in Fiscal 2008 to Rs. 1,138.87lacs in Fiscal 2009;• Contract and Execution expenses increased by 29.7% from Rs. 4,199.05 lacs in Fiscal 2008 to Rs.5,444.64 lacs in Fiscal 2009;• Work Contract and other taxes increased Rs. 400.84 lacs to Rs. 597.73 lacsin Fiscal 2009 from Rs.196.89 lacs in Fiscal 2008.As a percentage of our total income, other contract operating expenses decreased from 19.60% of our totalincome in Fiscal 2008 to 14.7% of our total income in Fiscal 2009.Staff CostsStaff costs increased from Rs. 518.31 lacs in Fiscal 2008 to Rs. 714.63 lacs in Fiscal 2009, an increase of37.88%. As a percentage of our total income, it reduced from 1.7% in Fiscal 2008 to 1.2% in Fiscal 2009.Administrative & Other ExpensesAdministrative and selling charges increased by 151.38% from Rs. 578.88 lacs in Fiscal 2008 to Rs. 1,455.21lacs in Fiscal 2009. The increase in administrative and selling charges was primarily attributable to an increasein our construction activities. The major components of our administrative and other expenses are set forthbelow:• Rent increased by 3.1% from Rs. 57.40 lacs in Fiscal 2008 to Rs. 59.20 lacs in 2009• Expenditure on Rates & Taxes increased from Rs. 8.26 in Fiscal 2008 to Rs. 10.50 in Fiscal 2009, anincrease of 27.2%.• Insurance premiums decreased from Rs.26.44 lacs for the Fiscal 2008 to Rs. 10.48 in Fiscal 2009, adecrease of 60.4%.• Audit Fees increased from Rs. 4.00 lacs in Fiscal 2008 to Rs. 6.75 lacs in Fiscal 2009 on accountbilateral discussions with the auditors and increased volume of work.• Traveling & conveyance increased on account of increased travel and conveyance of management toprocure new orders. The expenditure increased from Rs. 33.98 lacs in Fiscal 2008 to Rs. 54.74 lacs inFiscal 2009, registering an increase of 61.1%.• Expenditure on Advertisement & Subscription increased by 20.5% from Rs. 168.53 lacs in Fiscal 2008to Rs. 203.16 lacs in Fiscal 2009.Finance Charges226

Our finance charges increased by 79.03% from Rs. 1,850.74 lacs in Fiscal 2008 to Rs. 3,313.46 lacs in Fiscal2009. This increase was primarily due to an increase in the development, construction and procurement ofprojects. Bank charges decreased by 6.7% from Rs. 191.38 lacs in Fiscal 2008 to Rs. 178.63 lacs in Fiscal 2009.Profit before TaxationPrincipally for the reasons discussed above, our profit before taxation increased to Rs. 7,477.58 lacs in Fiscal2009 from Rs. 4,209.25 lacs in Fiscal 2008, an increase of Rs. 3,268.33 lacs, or 77.65%. Our profit beforetaxation as a percentage of total income was 12.5% in Fiscal 2009, compared with 13.61% in Fiscal 2008.Provision for TaxationOur provision for taxation increased to Rs. 546.26 lacs in Fiscal 2009 from Rs. 336.31 lacs for Fiscal 2008,increase of Rs. 209.95 lacs or 62.43%.Our effective tax rate in Fiscal 2009 was 26.79% compared with the statutory rate of 33.99%. Our effective rateof tax was lower than the statutory rate of tax due to the availing of the tax benefits provided under Section 80IAof the Income Tax Act, which provides for the exemption of profits on infrastructure projects from tax.Net Profit, as RestatedPrincipally for the reasons discussed above, our net profit, as restated increased to Rs. 3,431.93 lacs in Fiscal2009 from Rs. 1,901.00 lacs in Fiscal 2008, an increase of Rs. 1,530.93 lacs, or 80.53%. Our profit after taxationas a percentage of total income was 5.7% in Fiscal 2009 compared with 6.1% in Fiscal 2008.Year Ended March 31, 2008 (on a Consolidated Basis) Compared with Year Ended March 31, 2007 (on aConsolidated Basis)Our total income increased to Rs. 30,924.39 lacs in Fiscal 2008 from Rs. 12,702.8 lacs in Fiscal 2007, anincrease of Rs. 18,221.59 lacs, or 143.45%. This was primarily due to increased execution of road projects.Contract RevenueOur contract revenue increased to Rs. 21,298.21 lacs in Fiscal 2008 from Rs. 10,468.66 lacs in Fiscal 2007, anincrease of Rs. 10,829.55 lacs, or 103.45%.The above increases were due to work done on projects that were in progress in the prior fiscal year, thecompletion of some of the projects that were in progress in the prior fiscal year and work done on new projects.Other IncomeOther income increased to Rs. 265.44 lacs in Fiscal 2008 from Rs. 35.89 lacs in Fiscal 2007, an increase of Rs.229.5 lacs, or 639.59%. The increase in other income was primarily attributable to a significant increase in theinterest on FD.ExpenditureOur total expenditure increased to Rs. 26,715.14 lacs in Fiscal 2008 from Rs. 11,353.70 lacs in Fiscal 2007, anincrease of Rs. 15,361.4 lacs, or 135.3%. As a percentage of total income, total expenditure decreased from89.40% in Fiscal 2007 to 86.40% in Fiscal 2008. The decrease in total expenditure was principally due to adecrease in other contract operating expenses resulting from a decrease in Power & Fuel and Machinery HireCharges as a percent of total income in Fiscal 2008.Raw Materials ConsumedOur contract materials and supplies consumed increased to Rs. 19,550.30 lacs in Fiscal 2008 from Rs. 7,551.58lacs in Fiscal 2007, an increase of Rs. 11,998.72 lacs, or 158.89%. The increase in materials consumed wasprimarily due to increased expenditure on materials resulting from increased activity and an increase in prices ofvarious materials. As a percentage of total income the cost of materials increased from 59.15% of total incomein Fiscal 2007 to 63.02% of total income in Fiscal 2008.Other Contract Operating ExpensesOur other contract costs increased from Rs. 2,674.22 lacs in Fiscal 2007 to Rs. 6,067.65 lacs in Fiscal 2008, anincrease of Rs. 3,393.43 lacs or 126.89%. Our expenditure on major contract costs was as follows:• Expenditure on power and fuel increased by 21.87% from Rs. 533.39 lacs in Fiscal 2007 to Rs. 650.04lacs in Fiscal 2008;227

• Contract and Execution expenses increased by 200.91% from Rs. 1395.46 in Fiscal 2007 to Rs.4,199.05 lacs in Fiscal 2008;• Machinery Hire Charges decreased by 35.53% from Rs. 365.47 in Fiscal 2007 to Rs. 235.60lacs inFiscal 2008;• Work Contract and other taxes decreased by 101.06% to Rs. 196.89 in Fiscal 2008 from Rs. 297.95 inFiscal 2007.As a percentage of total income, other contract operating expenses decreased from 21.05% in Fiscal 2007 to19.60% in Fiscal 2008.Staff CostsStaff costs decreased from Rs. 822.35 lacs in Fiscal 2007 to Rs. 518.31 lacs in Fiscal 2008, a decrease of36.97%. As a percentage, it reduced from 6.47% in Fiscal 2007 to 1.7% in Fiscal 2008.Administrative & Other ExpensesAdministrative and selling charges increased by 89.46% from Rs. 305.55 lacs in Fiscal 2007 to Rs. 578.88 lacsin Fiscal 2008. The increase in administrative and selling charges was primarily attributable to an increase in ourconstruction activities. The major components of our administrative and other expenses are set forth below:• Rent increased by 101.33% from Rs. 28.51 lacs in Fiscal 2007 to Rs. 57.40 lacs in Fiscal 2008• Expenditure on Advertisement & Subscription increased by 123.34% from Rs. 75.46 lacs in Fiscal2007 to Rs. 168.53 lacs in Fiscal 2008.• Expenditure on Legal, Professional & Consultancy Fees increased from Rs. 53.16 in Fiscal 2007 to Rs.58.95 in Fiscal 2008, an increase of 10.9%.• Miscellaneous expenses increased by 126.19% from Rs. 88.97 lacs in Fiscal 2007 to Rs. 201.24 lacs inFiscal 2008.Finance ChargesOur finance charges increased by 521.24% from Rs. 297.91 lacs in Fiscal 2007 to Rs. 1,850.74 lacs in Fiscal2008. This increase was primarily due increased short-term borrowings for the development, construction andprocurement of projects.Profit before TaxationPrincipally for the reasons discussed above, our profit before taxation increased to Rs. 2,237.31 lacs in Fiscal2008 from Rs. 970.38 lacs in Fiscal 2007, an increase 130.56%. Our profit before taxation as a percentage oftotal income was 7.23% in Fiscal 2008, compared with 7.64% in Fiscal 2007.Provision for TaxationOur provision for taxation increased to Rs. 336.31 lacs in Fiscal 2008 from Rs. 330.19 lacs for Fiscal 2007,increase of Rs. 6.12 lacs or 1.85%. The provision for current tax decreased to Rs. 286.40 lacs in Fiscal 2008from Rs. 301.92 lacs for Fiscal 2007.Net Profit, as RestatedOur net profit, as restated increased to Rs. 1,901 lacs in Fiscal 2008 from Rs. 943.27 lacs in Fiscal 2007, anincrease of Rs. 957.73 lacs or 101.53%. Our net profit after taxation as a percentage of total income was 6.1% inFiscal 2008 compared with 7.43% in Fiscal 2007.Year Ended March 31, 2007 (on a Consolidated Basis) Compared with Year Ended March 31, 2006 (on aConsolidated Basis)**Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal ConstructionCompany (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain InfraprojectsLimited.Our total income increased to Rs. 12702.80 lacs in Fiscal 2007 from Rs. 4384.68 lacs in Fiscal 2006, an increaseof Rs. 8,318.12 lacs, or 189.71%.Contract Revenue228

Our contract revenue increased to Rs. 10468.66 lacs in Fiscal 2007 from Rs. 3244.26 lacs in Fiscal 2006, anincrease of Rs. 7,224.40 lacs, or 222.68%.Other IncomeOther income increased to Rs. 35.89 lacs in Fiscal 2007 from Rs. 17.91 lacs in Fiscal 2006, an increase of Rs.17.98 lacs, or 100.39%.ExpenditureOur total expenditure increased to Rs. 11353.70 lacs in Fiscal 2007 from Rs. 3949.77 lacs in Fiscal 2006, anincrease of Rs. 7,403.93 lacs, or 187.45%. As a percentage of total income, total expenditure decreased from90.08% in Fiscal 2006 to 89.38% in Fiscal 2007.07. The increase in total expenditure was principally due to anincrease in raw materials consumed.Raw Materials ConsumedOur contract materials and supplies consumed increased to Rs. 7551.58 lacs in Fiscal 2007 from Rs. 1306.30lacs in Fiscal 2006, an increase of Rs. 6,245.28 lacs or 478.09%. The increase in materials consumed was due toincrease in prices of various materials and supplies.The actual cost of contract materials and supplies consumed increased in volume and also as a percentage inFiscal 2007. As a percentage of total income the cost of materials increased from 29.79% of total income inFiscal 2006 to 59.45% of total income in Fiscal 2007.Other Contract Operating ExpensesOur other contract costs increased to Rs. 2674.22 lacs in Fiscal 2007 from Rs. 2416.45 lacs in Fiscal 2006, anincrease of Rs. 257.77 lacs or 10.67%.As a percentage of our total income, other contract operating expenses decreased from 21.05% of our totalincome in Fiscal 2006 to 55.11% of our total income in Fiscal 2007.Staff CostsStaff costs increased from Rs. 105.7 lacs in Fiscal 2006 to Rs. 822.35 lacs in Fiscal 2007, an increase of 678%.As a percentage of total expenses, it increased from 2.68% in Fiscal 2006 to 7.24% in Fiscal 2007.Administrative & Other ExpensesAdministrative and selling charges increased by 151.85% from Rs. 121.32 lacs in Fiscal 2006 to Rs. 305.55 lacsin Fiscal 2007. The increase in administrative and selling charges was primarily attributable to an increase in ourconstruction activities.Finance ChargesOur finance charges increased by 214.22% from Rs. 94.81 lacs in Fiscal 2006 to Rs. 297.91 lacs in Fiscal 2007.Profit before TaxationPrincipally for the reasons discussed above, our profit before taxation increased to Rs. 970.38 lacs in Fiscal2007 from Rs. 273.89 lacs in Fiscal 2006, an increase of Rs. 696.49 lacs, or 254.30%. Our profit before taxationas a percentage of total income was 6.25% in Fiscal 2007, compared with 7.64% in Fiscal 2006.Provision for TaxationOur provision for taxation increased to Rs. 330.19 lacs in Fiscal 2007 from Rs. 85.96 lacs for Fiscal 2006,increase of Rs. 244.23 lacs or 284.12%.Net Profit, as RestatedPrincipally for the reasons discussed above, our net profit, as restated increased to Rs. 943.27 lacs in Fiscal 2007from Rs. 187.93 lacs in Fiscal 2006, an increase of Rs. 755.34 lacs, or 401.93%. Our profit after taxation as apercentage of total income was 7.4% in Fiscal 2007 compared with 4.3% in Fiscal 2006.Sources of Capital and LiquidityTo fund our capital needs, we have generally relied on short-term loans, working capital financing, hirepurchase/hypothecation loans and cash flows from operating activities. Out of the net proceeds of the Issue, weintend to use Rs. 13,000 lacs for working capital requirements. We intend to use the remainder of the netproceeds of the Issue for investment in capital equipment and general corporate purposes. In the future, as weexpand our business and the businesses of our subsidiaries, our capital needs will increase and we may need to229

aise additional capital through further debt finance and additional issues of Equity Shares to fund ouroperations and/or make investments in our subsidiaries.Cash FlowsThe table below sets forth our cash flows for the periods indicated.ParticularsNet cash from / (used in) operatingactivitiesNet cash from / (used in) investingactivitiesNet cash from / (used in) financingactivitiesNet increase / (decrease) in cashand cash equivalentsFor the period endedDecemberFiscal 2009 Fiscal 2008 Fiscal 200731,2009-14,466.16 -2,435.86 -7,468.03 -2,398.1227.97 -1,830.47 -228.44 -764.3815,685.91 4,501.72 9,298.46 3307.951,247.72 235.39 1,601.99 145.45Cash Flows from / (Used in) Operating ActivitiesOur net cash used in operating activities in the nine months ended December 31, 2009 was Rs. (14,466.16) lacs,although our operating profit before working capital changes for that period was Rs. 8,204.74 lacs. Thedifference was mainly due to a significant increase in Trade and Other Receivables to Rs. 20,740.69 lacs, whichcan be attributed to receivables from various projects which will be billed in the last quarter of Fiscal 2010.Our net cash from operating activities in Fiscal 2009 was Rs. (2,435.86) lacs, although our operating profitbefore working capital changes for that year was Rs. 7,367.99 lacs. The difference was mainly attributable toincreases in Trade and Other Receivables and in Inventories.Our net cash from operating activities in Fiscal 2008 was Rs. (7,468.03) lacs, although our operating profitbefore working capital changes for that year was Rs. 4,021.29 lacs. The difference was mainly attributable toincrease in Inventories.Our net cash from operating activities in Fiscal 2007 was Rs. (2,398.12) lacs, although our operating profitbefore working capital changes for that year was Rs. 1,438.62 lacs. The difference was mainly attributable to asignificant increase in Trade and Other Receivables and also to increase in Inventories.Cash Flows from / (Used in) Investing ActivitiesOur net cash from investing activities in the nine months ended December 31, 2009 was Rs. 27.97 lacs. Our netcash used in investing activities during this period reflects the purchase of Rs. 81.59 lacs of various fixed assetscomprising buildings, plant and machinery, vehicles, computers and other assets, which were offset by Rs.109.56 lacs in interest received in proceeds from the sale of fixed assets.Our net cash used in investing activities in Fiscal 2009 was Rs. 1,830.47 lacs. Our net cash used in investingactivities during this period reflects the purchase of Rs. 1,975.99 lacs of various fixed assets comprising plantand machinery, vehicles, computers and other assets.Our net cash used in investing activities in Fiscal 2008 was Rs. 228.44 lacs. Our net cash used in investingactivities during this period reflects the purchase of Rs. 838.80 lacs of various fixed assets, which was partiallyoffset by Rs. 213.46 lacs in interest received and Rs. 396.90 lacs capital work-in-progress.Our net cash used in investing activities in Fiscal 2007 was Rs. 764.38 lacs. Our net cash used in investingactivities during this period reflects the purchase of Rs. 426.06 lacs of fixed assets, which was partially offset byRs. 58.00 lacs of sale of fixed assets.Cash Flows from / (Used in) Financing ActivitiesOur net cash from financing activities in the nine months ended December 31, 2009 was Rs. 15,685.91 lacs.This cash flow reflects the proceeds from an increase of Rs. 14,480.78 lacs in proceeds from Secured Loans andRs. 2,060.00 lacs from issuance of capital. This was offset partially by Rs. 3,067.04 lacs paid in interest.230

Our net cash from financing activities in Fiscal 2009 was Rs. 4,501.72 lacs. This cash flow reflects the proceedsfrom an increase of Rs. 3,846.35 lacs in proceeds from Secured Loans and Rs. 4828.75 lacs from issuance ofcapital. This was offset partially by Rs. 3,313.46 lacs paid in interest.Our net cash from financing activities in Fiscal 2008 was Rs. 9,298.46 lacs. This cash flow reflects the proceedsfrom an increase of Rs. 9,067.68 lacs in proceeds from Secured Loans and Rs. 1,422.91 lacs in proceeds fromunsecured loans. This was offset partially by Rs. 3,067.04 lacs paid in interest.Our net cash from financing activities in Fiscal 2007 was Rs. 3,307.95 lacs. This cash flow reflects the proceedsfrom an increase of Rs. 2,756.12 lacs in proceeds from secured loans, Rs. 351.03 lacs in proceeds fromunsecured loans and Rs. 470.40 lacs from issuance of capital.Balance Sheet ItemsTangible Fixed AssetsOur total tangible fixed assets after depreciation were Rs. 3,962.99 lacs as at December 31, 2009. Our fixedassets consist of plant and machinery, computers and software, buildings, office equipment, furniture andfixtures, motor vehicles and intangible assets. Our fixed assets are increasing gradually as we procure additionalconstruction-related assets.Current Assets, Loans and Advances and Retention MoneyOur current assets, loans and advances and retention money as at December 31, 2009 were Rs. 70,263.45 lacs.Our current assets loans and advances comprise inventories, receivables from sundry debtors, cash and bankbalances, and loans, advances, retention money and other current assets.InventoriesOur inventories as at December 31, 2009 were Rs. 29,271.53 lacs, which consisted principally of work inprogress and materials and components used in our construction projects.Sundry DebtorsOur receivables from sundry debtors as at December 31, 2009 were Rs. 24,815.24 lacs.Cash and Bank BalancesOur cash and bank balances as at December 31, 2009 were Rs. 3,306.86 lacs.Loans, Advances, Retention Money and Other Current AssetsOur loans, advances, retention money and other current assets were Rs. 12,869.82 lacs as at December 31, 2009.Liabilities and ProvisionsOur total liabilities and provisions as at December 31, 2009 were Rs. 55,201.86 lacs. Our liabilities andprovisions comprise secured loans, unsecured loans, and current liabilities and provisions in the amounts setforth below.Secured LoansOur secured loans as at December 31, 2009 were Rs. 31,671.56 lacs. Secured loans comprised Rs. 11,104.01lacs in term loans from banks, Rs. 1,094.68 lacs in equipment and vehicle loans from banks. Further we have19,472.87 lacs in short term loans from banks.Unsecured LoansOur unsecured loans as at December 31, 2009 were Rs. 3,305.26 lacs.Current Liabilities and ProvisionsOur current liabilities and provisions as at December 31, 2009 were Rs. 19,571.34 lacs. Our current liabilitiesinclude sundry creditors, advances from customers and other liabilities. Liabilities to sundry creditors as atDecember 31, 2009 were Rs. 16,428.40 lacs, which consisted principally of amounts owed to suppliers ofmaterials, components and services for the execution of our construction business projects.Market RisksForeign Currency Risk231

To the extent that our income and expenditure are not denominated in the same currency, exchange ratefluctuations could cause some of our costs to increase more than our revenues on a given contract. Our futurecapital expenditures, including equipment and machinery, may be denominated in currencies other than Indianrupees. Therefore, declines in the value of the rupee against such other currencies could increase the rupee costof making such purchases.Equity Price RiskEquity price risk arises when we are exposed to changes in the fair value of any traded equity instruments thatwe may hold due to changes in the equity markets. Our exposure to changes in equity prices is not material toour financial condition or results of operations.Interest Rate RiskWe undertake debt obligations to support general corporate purposes, including capital expenditure and workingcapital needs. Upward fluctuations in interest rates increase the cost of debt and interest cost of outstandingvariable rate borrowings. We do not currently use any derivative instruments to modify the nature of our debt soas to manage our interest rate risk.Unusual or infrequent events or transactionsExcept as disclosed in the Draft Red Herring Prospectus, to our knowledge there have been no unusual orinfrequent events or transactions that have taken place since our incorporation,Significant economic changes that materially affected or are likely to affect income from continuing operationsExcept as disclosed in the Draft Red Herring Prospectus, to our knowledge there have been no significanteconomic changes that materially affected or are likely to affect income from continuing operations.Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,revenue or income from continuing operationsOur business has been impacted and we expect will continue to be impacted by the trends identified in thissection, and the uncertainties described in “Risk Factors” on page xii. To our knowledge, except as we havedescribed in this Draft Red Herring Prospectus, there are no other known factors, which we expect to have amaterial adverse impact on our revenues or income from continuing operations.Future changes in relationship between costs and revenues, in case of events such as future increase in labouror material costs or prices that will cause a material change are knownExcept as described in this section and in “Risk Factors” and “Our Business” on pages xii and 72, respectively,to the best of our knowledge, there is no future relationship between expenditure and income that will have amaterial adverse impact on the operations and finances of our Company.Significant regulatory changes that materially affected or are likely to affect income from continuing operationsExcept as described in “Regulations and Policies” on page 89, there have been no significant regulatory changesthat have materially affected or are likely to affect our income from continuing operations.The extent to which our business is seasonalWe record contract revenues for those stages of a project that we complete, after we receive certification fromthe client that such stage has been successfully completed. Since revenues are not recognized until we makeprogress on a contract and receive such certification from our clients, revenues recorded in the first half of ourfinancial year between April and September are traditionally substantially lower compared with revenuesrecorded during the second half of our financial year. Further, our construction business generally invoices asubstantial portion of its projects in the last quarter of the fiscal year, which results in higher levels of sundrydebtors as at March 31, of each fiscal year than at other times during the year.Significant Developments after 31 December 2009Enhancements of credit limitsIDBI Bank has renewed the working capital limits and has enhanced the fund based to Rs. 55 Crore and nonfund based to Rs. 380 Crore.Foreclosure of loanThe Company has foreclosed the Corporate Loan of Rs. 1,000 lacs to State Bank of India on 28th April‟ 2010.Incorporation of group companies232

During the period in review, the promoters of our company namely Mr. Mannoj Jain and Ms. Rekha MannojJain have incorporated two companies namely, Jain Solar Energy Private Limited and Glossy DevelopersPrivate Limited on 18 March 2010 and 19 March 2010 respectively.Coporate GuaranteesThe company had provided corporate guarantees to one of its group companies to the tune of Rs. 1,994.54 lacsas of 31 December 2009 for the loan procured by Jain Realty from the Central Bank of India. The said loan hasbeen foreclosed by Jain Realty on 05 April 2010. In view of this foreclosure, the entire guarantee amount of Rs.1,994.54 lacs stands withdrawn.233

FINANCIAL INDEBTEDNESSThe total outstanding amount as on 31 May 2010 with respect to our financial borrowings was Rs 56,993 Lacs,divided into Rs. 54,038 Lacs as secured loans and Rs. 2,955 Lacs as unsecured loans. Set forth below is a briefsummary of our current significant outstanding financing arrangements.A. Fund and Non-fund Based LoansS. No. Lender(s) DetailsNature offacilityAmountoutstandingon 31 May2010Rate ofInterest/CommissionRepaymentScheduleSecurityPrimary security:First charge onstocks of rawmaterials, WIP,finished goods,book debts andother chargeablecurrent assets ofthe companyranking pari passuwith othermember banks1.PunjabNationalBank^Revalidationof Workingcapitalsanction videletter dated 8September2009 andSanctionLetters dated2 April 2009and 3 January2009CashCredit – Rs22.50crores;BankGuarantee– Rs 25croresCash Credit– Rs 22.72croresCash Credit– BPLR +1.5% p.a.BankGuarantee –As perBank‟s rulesRepayableas andwhendemandedby thelenderCollateralsecurity: property,plant &machinery, landand officepremises asoutlined in thesanction letter*Personalguarantee ofMannoj KumarJain, RekhaMannoj Jain2.CentralBankIndia^^ofSanctionLetter dated23 June 2009CashCredit – Rs60 croresBankGuarantee– Rs 145croresCash Credit– Rs 60.57crores**BankGuarantee –Rs 115.36croresCash Credit– BPLRBankGuarantee –1.5% p.a. forperformanceguaranteeand 2.25%WorkingCapitalLimit isrepayableon demandof thelenderCorporateGuarantee ofTushita BuildersPrivate Limited,Smriti Food ParkPrivate Limited,PrakashEndeavoursPrivate Limitedand Suraj AbasanPrivate LimitedCash Credit – PariPassu charge onstocks of rawmaterial, WIP &Book debts andother chargeableassets of theproject allocatedto the bank234

S. No. Lender(s) DetailsNature offacilityInland(DA) LCSub-limitof Rs 40croresAmountoutstandingon 31 May2010Rate ofInterest/CommissionRepaymentScheduleSecurityfor financialguarantee Bank Guarantee –counter guaranteeof the companyOf the non fundbased – sub limitof 40 crores as LC– Hypotheticationof stocks underDALC andaccepted hundiesunder multiplebanking.*Personalguarantee ofMannoj KumarJain, RekhaMannoj Jain andcorporateguarantee of allowners ofimmovablepropertyCash Credit - PariPassu charge overcurrent assets ofthe company3.UCOBank^^^Sanction ofCreditFacilities videletter dated16 June 2009CashCredit – Rs22.50croresBankGuarantee– Rs 50croresCash Credit– Rs 22.58croresBankGuarantee –Rs 0.49croresCash Credit– BPLR –0.50%subject tominimum of12% p.a.BankGuarantee –25%concessionincommissionRepayableon demandBank Guarantee –Extension ofcharge on fixedand current assetsof the company.Counter guaranteeof the company*Personalguarantee ofMannoj KumarJain and RekhaJainCorporateguarantee ofTushita BuildersPrivate Limited,Smriti Food ParkPrivate Limited,PrakashEndeavoursPrivate Limited,Suraj AbasanPrivate Limited,235

S. No. Lender(s) DetailsNature offacilityAmountoutstandingon 31 May2010Rate ofInterest/CommissionRepaymentScheduleSecurityNeptune PlazaMaker PrivateLimited andPrakash VanijyaPrivate LimitedCash credit - Paripassu charge onpresent and futurecurrent assets ofthe Company4.IDBIBank***Renewal-cum-Enhancementof CreditFacilities videletter dated 20April 2010CashCredit – Rs55 croresDomesticBankGuarantee– Rs 80croresInlandLetter ofCredit(LC) sublimit– Rs25 croresForeignBankGuarantee– Rs 300croresForeignLetter ofCreditsub-limit –Rs 30croresCash Credit– Rs 30.27croresBankGuarantee –Rs 47.36croresCash Credit– BPLR – 75bpsDomesticand ForeignBankGuarantee –0.75% p.a.Domesticand ForeignLC – 0.75%p.a.Cash Credit–Repayableon DemandDomesticBankGuarantee –Maximumperiodrestricted to4 yearsextendableon a caseto-casebasis/12months lineInland LC -MaximumTenor – 180days/12months lineForeignBankGuarantee –4 years,extendableon a caseto-casebasis/12monthsForeign LC– MaximumTenor – 180daysCollateral chargeon pari passubasis with otherconsortiummembersPledge of 30percent of existingpaid-up equityshares of thecompany on paripassu basis withother consortiummembers*Personalguarantee ofMannoj KumarJain and RekhaMannoj JainCorporateguarantee ofTushita BuildersPrivate Limited,Smriti Food ParkPrivate Limited,PrakashEndeavoursPrivate Limited,Neptune PlazaMaker PrivateLimited, SurajAbasan PrivateLimited andPrakash VanijyaPrivate LimitedDomestic Bankguarantee -Counter guaranteeof the companyand extension ofcharge on allprimary and236

S. No. Lender(s) DetailsNature offacilityAmountoutstandingon 31 May2010Rate ofInterest/CommissionRepaymentScheduleSecuritycollateralsecuritiesstipulated for cashcredit facilityInland LC –Documents to titleof goods andextension ofcharge on allprimary andcollateralsecuritiesstipulated for cashcredit facilityForeign Bankguarantee -Counter guaranteeof the companyand extension ofcharge on allprimary andcollateralsecuritiesstipulated for cashcredit facilityForeign LC -Documents to titleof goods andextension ofcharge on allprimary andcollateralsecuritiesstipulated for cashcredit facility5.State BankofIndia****Sanction ofCreditFacilities videletter dated 11November2009Cash credit– Rs 50croresBankGuarantee– Rs 115croresLCSublimit –Rs 25.50croresCash Credit– Rs 44.50croresBankGuarantee –Rs 33.43croresCash Credit– SBARBankGuarantee –25%concessionincommissionLC – As perstandardratesWorkingCapitalrepayableon demandPrimary security –first charge overentire stocks ofraw materials,SIP, receivablesand all othermiscellaneouscurrent assets,both present andfuture on paripassu basis withother consortiummembersCollateral security– equitable237

S. No. Lender(s) DetailsNature offacilityAmountoutstandingon 31 May2010Rate ofInterest/CommissionRepaymentScheduleSecuritymortgage oncertain propertieson pari passubasis with otherWC members inthe consortiummembers, firstcharge onunencumberedplant & machineryon pari passu basiswith other WCmembers in theconsortium*Personalguarantee ofMannoj KumarJain and RekhaMannoj Jain.Corporateguarantee ofTushita BuildersPrivate Limited,Smriti Food ParkPrivate Limited,PrakashEndeavoursPrivate Limited,Prakash VanijyaPrivate Limited,Suraj AbasanPrivate Limitedand Neptune PlazaMaker PrivateLimited6.State Bankof BikanerandJaipur^^^^Sanction ofCreditFacilities videletter dated28 August2009CashCredit – Rs10 croresBankGuarantee– Rs 10croresCash Credit– Rs 8.17croresBankGuarantee –Rs 1.34croresCash Credit– BPLRBankGuarantee –1.5% p.a. forperformanceguaranteeand 2.25%for financialguaranteeRepayableon demandCash credit – Firstpari passu chargewith other bankson entire currentassets of thecompanyincluding stocksof raw materials,work in process,book debts andother currentassets present andfutureCollateral securityon variousproperties of theCompany valued238

S. No. Lender(s) DetailsNature offacilityAmountoutstandingon 31 May2010Rate ofInterest/CommissionRepaymentScheduleSecurityat Rs 21.98crores*Personalguarantee ofMannoj KumarJain and RekhaMannoj JainCorporateguarantee ofTushita BuildersPrivate Limited,Smriti Food ParkPrivate Limited,PrakashEndeavoursPrivate Limited,Prakash VanijyaPrivate Limitedand CitiwingsHighrise PrivateLimitedBank guarantee –omnibus counterguarantee of thecompany andguarantee andextension ofhypotheticationcharge on thecompany‟s entirecurrent assets.Security availablefor cash creditlimit will alsocover this facility.7.IndianOverseasBank*^CreditSanctionAdvice videletter dated 5September2009Cash credit– Rs 25croresWCFC sublimit - Rs15 crores)Letter ofguarantee– Rs 75croresLC sublimit– Rs20 croresCash Credit– Rs 24.43croresBankGuarantee –Rs 19.96croresCash Credit– BPLRWCFC sublimit –NormalchargesLetter ofguarantee –75% ofnormalchargesLC – 75% ofnormalchargesRepayableon demandPrime security:Cash credit &WCFC – first paripassu chargealong with otherworking capitalbankers on entirecurrent assets,both present andfutureLetter ofguarantee –general counterindemnity of thecompany and239

S. No. Lender(s) DetailsNature offacilityConversioninto FBsub-limit –Rs 18.75croresForwardcover limitfor WCFC– Rs 15croresAmountoutstandingon 31 May2010Rate ofInterest/CommissionRepaymentScheduleSecurityextension of firstpari passu chargeon the currentassets includingstock in transit ofthe company.Letter of credit –documents of titleto goods/ acceptedhundies andextension of thefirst pari passucharge on thecurrent assetsincluding stock intransit of thecompanyConversion intoFB limit –extension of firstpari passu chargeon the currentassets includingstock in transit ofthe companyCollateralsecurity:Equitablemortgage on landand officepremises and plant& machineryvaluing Rs 35.23crores*Personalguarantee ofMannoj KumarJain and RekhaMannoj JainCorporateguarantee ofTushita BuildersPrivate Limited,Suraj AbasanPrivate Limited,Neptune PlazaMaker PrivateLimited, PrakashEndeavoursPrivate Limited240

S. No. Lender(s) DetailsNature offacilityAmountoutstandingon 31 May2010Rate ofInterest/CommissionRepaymentScheduleSecurityand PrakashVanijya PrivateLimited.8.7 DecemberWorkingCapitalConsortiumWorkingCapitalConsortiumAgreementof the and Jointbanks Deed ofnamed in HypothecationS. No. 1 todated 232009CashCredit – Rs220 croresBankGuarantee– Rs 500croresCash Credit– Rs 213.24croresBankGuarantee –Rs 217.94croresAs stated inS. No. 1 to 7Repayableon demandFirst charge onpari passu basis bywayofhypothecationand/or pledge ofthe Company‟scurrent assets i.e.stocks of rawmaterials, semifinishedandfinished goods,stores and sparesnot relating toplant andmachinery, billsreceivable, bookdebts and othermovablesFirst charge on theCompany‟sunencumberedmovable plant andmachinery,machinery spares,tools andaccessories andother movableassets*The Company has entered into a Working Capital Consortium Agreement and Deed of Hypothecation dated 23 December2009 details of which are set out in Item No. 8 below. The charge created under the consortium documents has also beenspecified therein.**The Company has converted Rs 36.25 crores from Non-Fund based to Fund based and accordingly, the Cash Creditbalance has been reduced from Rs 96.82 crores to Rs 60.57 crores.^ The Company has applied for the bank‟s consent for this Initial Public Offering. The bank has confirmed that the same isunder process vide Letter dated 25 June 2010^^ The Company has obtained consent of the bank for this Initial Public Offering vide Letter No.KMO/CMD/2010-11/06/239dated 9 June 2010^^^ The Company has applied for the bank‟s consent for this Initial Public Offering. The bank has confirmed that the same isunder process vide Letter No. MCC/ADV/399/2010-11 dated 23 June 2010*** The Company has obtained consent of the bank for this Initial Public Offering vide Letter No.IDBI/SCB-Kol/CG/JIL/2161 dated 8 June 2010**** The Company has obtained consent of the bank for this Initial Public Offering vide Letter No. IFB/RM-III/10-11/50dated 9 June 2010^^^^ The Company has obtained consent of the bank for this Initial Public Offering vide Letter No. C&I/ADV/524 dated 2June 2010*^ The Company has applied for the bank‟s consent for this Initial Public Offering. The bank has confirmed that the same isunder process vide Letter No. IOB/IBB/2010-11 dated 23 June 20101 The Banks named in S. No. 1 to 7 have entered into a Consortium Agreement in respect of the fund and non-fund basedfacilities extended by them. The amounts of loan mentioned in S. No. 8 are only cumulative figures and do not representadditional facilities granted by the Banks.241

Restrictive Covenants under Sanction Letter of Punjab National BankFollowing activities not to be undertaken without permission of the bank:• Company will not declare / pay dividend without prior approval of consortium.Restrictive Covenants under Sanction Letter of Central Bank of IndiaFollowing activities not to be undertaken without permission of the bank:• Acquisition of fixed assets• Expansion cum modernization• Borrowing from any other source• Investment in subsidiaries / associates• Giving guarantee to any person / concern including associate concerns• Disposal of fixed assets• Opening of an account with any other bank• Declaration of dividend• Creation of a charge, mortgage or other encumbrance or part with possession or do anything which wouldprejudice the security.Restrictive Covenants under Sanction Letter of UCO BankWithout permission of the Lender, the Company shall not:• Effect a change in its capital structure• Formulate any scheme of amalgamation or reconstruction• Invest, lend or advance funds with any other concern• Undertake guarantee obligations on behalf of any other company, firm or person• Declare dividends except out of profits• Withdraw money brought in by shareholders/directors/depositors• Make a major change in management• Pay consideration/commission to the guarantors whose guarantees have been furnished for the credit limitssanctioned by the Lender• Sell, assign, mortgage, dispose off or create any other charge on assets charged to the Lender• Undertake any activity other than that for which the facility has been sanctioned• Utilisation of cash accruals for purposes other than meeting operating and other project related expensesduring the moratorium period• Make financial arrangements for the project with any other bank.Restrictive Covenants under Sanction Letter of IDBI BankFollowing activities not to be undertaken without permission of the bank:• Investment in group companies• Change in capital structure• Any scheme of amalgamation or reconstruction• Undertake any new project / scheme• Invest, lend or advance funds with any other concern• Enter into borrowing arrangements with any other bank• Undertake guarantee obligations on behalf of anyone else• Declare divided except out of profits• Shortfall in cash flows to be met by promoters from their own sources• Maintain account in any other bankRestrictive Covenants under Sanction Letter of State Bank of IndiaFollowing activities not to be undertaken without permission of the bank:• Change in capital structure• Any scheme of amalgamation or reconstruction• Undertake any new project / scheme• Invest, lend or advance funds with any other concern• Enter into borrowing arrangement with other bank or financial institution242

• Undertake guarantee obligations on behalf of anyone else• Declare divided except out of profits• Sell, dispose or create any other charge on assets charged to the bank• Enter any long term contractual obligation affecting the company financially• Change practice with regard to remuneration of directors.• Undertake any trading activity other than the sale of products arising out of its own manufacturingoperations• Permit any transfer of controlling interest• Withdrawal of money brought in by shareholders/directors/depositorsRestrictive Covenants under Sanction Letter of State Bank of Bikaner and JaipurWithout permission of the bank, following activities not to be undertaken:• Change in capital structure• Any scheme of amalgamation or reconstruction• Undertake any new project / scheme• Invest, lend or advance funds with any other concern• Enter into borrowing arrangement with any other bank or financial institution• Pay guarantee commission to the guarantors whose guarantees have been stipulated for credits limitssanctioned by the Lender• Undertake guarantee obligations on behalf of anyone else• Declare divided except out of profits• Sell, dispose or create any other charge on assets charged to the bank• Enter any long term contractual obligation affecting the company financially• Change practice with regard to remuneration of directors.• Undertake any trading activity other than the sale of products arising out of its own manufacturingoperations• Permit any transfer of controlling interest.Restrictive Covenants under Sanction Letter of Indian Overseas BankFollowing activities not to be undertaken without permission of the bank:• Change in capital structure• Formulate any scheme of amalgamation or reconstruction• Implement any scheme of expansion or diversification or capital expenditure except normalreplacements/capex indicated in funds flow statement submitted to the Lender• Enter into borrowing or non-borrowing arrangements with any other bank or financial institution• Invest, lend or advance funds with any other concern• Undertake guarantee obligations on behalf of anyone else• Declare divided except out of profits• Make any drastic change in its management setup• Approach capital markets for mobilizing additional resources• Sell or dispose off or create security or any other charge on assets charged to the bank• Create or permit to subsist any mortgage, charge, pledge, lien or other security interest on any of thecompany‟s undertakings, properties or assetsRestrictive Covenants under the Working Capital Consortium AgreementWithout the written consent of the Banks, the Company cannot:• Compound or release any book-debts nor do anything whereby the recovery of the same may be impeded,delayed or prevented;• Deal with the goods, movables and other assets and documents of title thereto, or the goods, movables andother assets covered by the documents pledged or hypothecated or otherwise charged to the BanksWithout prior written consent of Central Bank, the Company cannot:• Declare dividends on share capital• Effect a change in its capital structure• Formulate any scheme of amalgamation or reconstruction• Implement any scheme of expansion or diversification or modernization other than incurring routine capitalexpenditure243

• Make any corporate investments by way of share capital/debentures or lend or advance funds to or placedeposits with any other concern expect as done in normal course of business or required under law• Undertake guarantee obligation on behalf of any third party or other company• Make any other borrowing arrangement• Pay dividend other than out of current year‟s profit after making all due provisions• Dispose of the whole or substantially the whole of undertaking• Remove or dismantle any assets comprised as security expect where the same by reason of the assets beingworn out244

B. Term LoansS.No.Lender(s) Details Nature offacility1. Central Bankof India*2. IndiabullsFinancialServices LtdSanction Letterdated June 23,2009Loan SanctionLetter datedMarch 31, 2010Term Loan– Rs 100croresTerm Loan– Rs 30croresAmountoutstandingon May 31,2010Rs 101.02croresNil#RepaymentScheduleRepayable in 8quarterlyinstallments ofRs 12.50 croreeach aftermoratorium of12 monthsMonthlyinstallment -Rs 1.05 croresSecurity125% security in the formof Equitable Mortgage ofimmovable property andliquid security owned byassociate companiesbacked by corporateguarantee of associatecompanies owning theassetsProperty offered assecurity - 34.474 cottah ofland at 22/1, BelvedreRoad and 14.66 cottah ofland at 4, Hastings ParkRoad, P.O. and P.S.-Alipore, Kolkata - 700027Corporate Guarantee ofQuantum Nirman P Ltdand Prakash Vanijya PLtd3. State Bank of Sanction of Corporate Nil. Repaid on Repayable in Equitable Mortgage ofIndia Credit Facilities Loan – Rs 28 April 2010 11 quarterly immovable property andvide letter dated 10 croresinstallments liquid security owned byNovember 11,starting from associate companies2009December backed by corporate2009. Repaid guarantee of associateprior to due companies owning thedate by the assetsCompany#The Company is only a co-applicant to the term loan along with Mannoj Kumar Jain, Rekha Mannoj Jain,Tushita Builders Private Limited, Jain Space Infraventure Limited, Prakash Endeavours Private Limited, SevenHeaven Infrastructure Private Limited, Sonata Construction Private Limited, Ambition Construction PrivateLimited and Aspire Builders Private Limited. The loan was borrowed by and disbursed to M/s Jain Realty Ltd* The term loan has been sanctioned for augmenting long term resources for improving net working capital.Restrictive Covenants on the Company under the Indiabulls Financial Services Limited Term LoanWithout the written consent of the Lender, the Company cannot:• Significant change in the debt-equity ratio and/or current ratio.• Lease out or give on leave or licence or part with the possession of the property offered as security(“Property”) or any part thereof.• Sell, transfer, mortgage, lease, surrender or in any other manner whatsoever transfer and/or alienate,encumber or create any third party interest in the Property or any part thereof.• Change the use of the Property.• Amalgamate or merge the Property with any other property or adjacent property or create a right of way oreasement on the Property.• Stand as a surety for anybody or guarantee the repayment of any loan or overdraft or the purchase price ofan asset• Leave India for employment or business of for long term stay abroad without fully repaying the loan andinterest and other dues and charges including prepayment charges as per rules of the Lender then in force.• Effect any change in the constitution, management or existing ownership or control or share capital.245

• Execute any document, such as a Power of Attorney or other similar deed, in favour of any person to dealwith the Property in any manner whatsoever.• Effect any oral or other partition of the Property or enter into any family arrangement or use it for thepurpose of business and/or any commercial purpose.• Enter into any agreement for cancellation of the sale deed or title deed entered into for the purchase of theProperty.C. Equipment Finance LoansS.No.Lender(s) Details Nature offacility1. SREIEquipmentFinanceLimited2. SREIEquipmentFinanceLimited3. SREIEquipmentFinanceLimited4. SREIInfrastructureFinanceLimited5. SREIInfrastructureFinanceLimited6. SREIInfrastructureFinanceLimitedAgreementAHL023849AgreementAHL023941AgreementAHL023942AgreementAHL013744AgreementAHL018853AgreementAHL018997No.No.No.No.No.No.EquipmentFinance termLoan of Rs418.76 lacsEquipmentFinance termLoan of Rs46.94 lacsEquipmentFinance termLoan of 91.88lacsEquipmentFinance termLoan of Rs71.29 lacsEquipmentFinance termLoan of Rs110.27 lacsEquipmentFinance termLoan of Rs134.97 lacsAmountoutstandingon May 31,2010Rs 261.85lacsRepaymentSchedule34 monthlyinstallmentsof Rs 15.83lacsRs 29.35 lacs 34 monthlyinstallmentsof Rs 1.77lacsRs 57.45 lacs 34 monthlyinstallmentsof Rs 3.47lacsRs 12.18 lacs 35 monthlyinstallmentsof Rs 2.49lacsRs 40.83 lacs 34 monthlyinstallmentsof Rs 3.91lacsRs 54.20 lacs 34 monthlyinstallmentsof Rs 4.78lacsSecurityHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectors7. SREIInfrastructureAgreementAHL023197No.EquipmentFinance termRs 25.67 lacs 34 monthlyinstallmentsHypothecation ofPlant and246

S.No.Lender(s) Details Nature offacilityFinanceLimitedLoan of Rs49.20 lacsAmountoutstandingon May 31,2010RepaymentScheduleof Rs 1.73lacsSecurityMachinery financedby way offirst/exclusivecharge8. SREIInfrastructureFinanceLimitedAgreementAHL022610No.EquipmentFinance termLoan of Rs308.04 lacsRs 173.78lacs34 monthlyinstallmentsof 11.24 lacsPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedby way offirst/exclusivecharge9. SREIInfrastructureFinanceLimitedAgreementAHL010502No.EquipmentFinance termLoan of Rs85.50 lacsRs 2.83 lacs 35 monthlyinstallmentsof Rs 2.83lacsPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedby way offirst/exclusivecharge10. SREIInfrastructureFinanceLimited11. SREIInfrastructureFinanceLimited12. SREIInfrastructureFinanceLimited13. SREIInfrastructureFinanceLimitedAgreementAHL010562AgreementAHL013038AgreementAHL018534AgreementAHL018535No.No.No.No.EquipmentFinance termLoan of Rs87.59 lacsEquipmentFinance termLoan of Rs53.11 lacsEquipmentFinance termLoan of Rs88.89 lacsEquipmentFinance termLoan of Rs104.62 lacsRs 2.89 lacs 35 monthlyinstallmentsof Rs 2.90lacsRs 5.30 lacs 36 monthlyinstallmentsof Rs 1.79lacsRs 35.83 lacs 34 monthlyinstallmentsof Rs 3.16lacsRs 38.74 lacs 34 monthlyinstallmentsof Rs 3.71lacsPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof Promoter247

S.No.Lender(s) Details Nature offacility14. HDFC BankLimited15. HDFC BankLimited16. HDFC BankLimited17. HDFC BankLimited18. HDFC BankLimited19. ICICI BankLimited20. ICICI BankLimited21. RelianceCapitalLimitedAgreement No.12563026 dated 23January 2008Agreement No.12760727 dated 22February 2008Agreement No.13170893 dated 10May 2008Agreement No.14362381 dated 24January 2009Agreement No.14362546 dated 22January 2009Agreement No.LACAL00010981251dated 21 June 2008Agreement No.LACAL00008223349Agreement No.RLNCKOL000116902EquipmentFinance termLoan of Rs82 lacsEquipmentFinance termLoan of Rs5.16 lacsEquipmentFinance termLoan of Rs 6lacsEquipmentFinance termLoan of Rs4.76 lacsEquipmentFinance termLoan of Rs4.26 lacsEquipmentFinance termLoan of Rs5.63 lacsEquipmentFinance termLoan of Rs13.70 lacsEquipmentFinance termLoan of Rs17 lacsAmountoutstandingon May 31,2010RepaymentScheduleRs 21.06 lacs 36 monthlyinstallmentsof Rs 2.76lacsRs 1.49 lacs 36 monthlyinstallmentsof Rs 0.18lacsRs 2.28 lacs 36 monthlyinstallmentsof Rs 0.20lacsRs 2.88 lacs 36 monthlyinstallmentsof Rs 0.16lacsRs 2.58 lacs 36 monthlyinstallmentsof Rs 0.14lacsRs 0.57 lacs 36 monthlyinstallmentsof Rs 0.19lacsRs 8.66 lacs 36 monthlyinstallmentsof Rs 0.46lacsRs 7.83 lacs 35 monthlyinstallmentsof Rs 0.57lacsSecurityDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof Promoter248

S.No.Lender(s) Details Nature offacility22. Tata CapitalLimited23. Tata CapitalLimited24. Tata CapitalLimitedAgreement7000046913Agreement7000046915Agreement7000046916No.No.No.EquipmentFinance termLoan of Rs36.23 lacsEquipmentFinance termLoan of Rs 7lacsEquipmentFinance termLoan of Rs7.86 lacsAmountoutstandingon May 31,2010RepaymentScheduleRs 20.98 lacs 36 monthlyinstallmentsof Rs 1.27lacsRs 4.05 lacs 36 monthlyinstallmentsof Rs 0.25lacsRs 4.55 lacs 36 monthlyinstallmentsof Rs 0.28lacsSecurityDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsHypothecation ofPlant andMachinery financedPersonal Guaranteesof PromoterDirectorsD. Loans Availed from Promoters/Group CompaniesS.No.Lender(s) Details Nature offacility1. Mannoj Kumar Jain Letter dated 7May 20102. Rekha Mannoj Jain Letter dated 7May 20103. Jain Energy Ltd Letter dated 12May 20104. Smriti Food Park Letter dated 14Private Limited May 2010UnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanAmountoutstandingon May 31,2010RepaymentScheduleSecurityRs 2.27 crores 4 Months UnsecuredRs 0.28 crores 4 Months UnsecuredRs 0.19 crores 4 Months UnsecuredRs 0.42 crores 4 Months UnsecuredS.No.E. Loans Availed from OthersLender(s) Details Nature offacilityAmountoutstandingon May 31,2010RepaymentScheduleSecurity1. Abharani Vinimay Pvt. Letter dated 17 Unsecured Rs 0.15 crores 4 Months UnsecuredLtd.May 2010 Loan2. Criticare Marketing Pvt. Letter dated 28 Unsecured Rs 0.15 crores 4 Months UnsecuredLtd.May 2010 Loan3. Devraaj Mercantiles Pvt. Letter dated 13 Unsecured Rs 0.15 crores 3 Months UnsecuredLtd.May 2010 Loan4. Ahinsa Merchandise Pvt. Letter dated 19 Unsecured Rs 5 crores 2 Months UnsecuredLtd.May 2010 Loan5. Archidply Industries Ltd. Letter dated 1 Unsecured Rs 0.20 crores 4 Months Unsecured249

S.No.Lender(s) Details Nature offacilityApril 20106. Arunoday Holdings Pvt. Letter dated 1Ltd.April 20107. Bahubali Properties Ltd. Letter dated 17April 20108. Baid Holdings Private Letter dated 16LimitedApril 20109. Bhandari & Asopa (India) Letter dated 19Pvt. Ltd.February 201010. Bina Commercial Pvt. Ltd. Letter dated 20April 201011. Creative Vanijya Pvt. Ltd. Letter dated 20May 201012. Dhiraj Projects (P) Ltd. Letter dated 12April 201013. Diwansons Marketing Pvt. Letter dated 1Ltd.April 201014. Dream Nirman Pvt. Ltd. Letter dated 10March 201015. East India Flour Mills (P) Letter dated 8Ltd.February 201016. Flow Fund Vanijya Pvt. Letter dated 27Ltd.April 201017. Gandeswari Impex Private Letter dated 27LimitedMay 201018. Gangadhar Dealers Pvt. Letter dated 1Ltd.April 201019. Gangaur Properties Pvt. Letter dated 3Ltd.May 201020. G.L. Investment Pvt. Ltd. Letter dated 27May 201021. Hollyfield Traders Pvt. Letter dated 1Ltd.April 201022. J.V. & Sons Pvt. Ltd. Letter dated 29March 201023. Kabita Trade Link Pvt. Ltd. Letter dated 25March 201024. Kamod Finvest (P) Ltd. Letter dated 5February 2010& 16 March201025. K.D. Commercials Ltd. Letter dated 14April 201026. Majestic Sales Promotion Letter dated 26Pvt. Ltd.April 2010 &29 April 2010.27. Mayank Fincom Ltd. Letter dated 1June 201028. Mayank Securities Pvt. Letter dated 3Ltd.February 201029. Nilliam Pathy Tracon (P) Letter dated 9Ltd.February 201030. Nirvin Cold Storage Pvt. Letter dated 3Ltd.April 2010LoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanAmountoutstandingon May 31,2010RepaymentScheduleSecurityRs 0.50 crores 4 Months UnsecuredRs 1 crore 6 Months UnsecuredRs 0.25 crores 4 Months UnsecuredRs 0.17 crores 4 Months UnsecuredRs 0.20 crores 4 Months UnsecuredRs 0.5 crores 4 Months UnsecuredRs 0.15 crores 4 Months UnsecuredRs 0.50 crores 4 Months UnsecuredRs 0.25 crores 3 Months 22 UnsecuredDaysRs 0.25 crores 4 Months UnsecuredRs 0.10 crores 4 Months UnsecuredRs 0.25 crores 4 Months UnsecuredRs 0.10 crores 4 Months UnsecuredRs 0.50 crores 4 Months UnsecuredRs 0.50 crores 4 Months UnsecuredRs 0.50 crores 6 Months UnsecuredRs 0.13 crores 4 Months 9 UnsecuredDaysRs 0.50 crores 4 Months UnsecuredRs 0.10 crores 5 Months 25 UnsecuredDays & 4Months 16DaysRs 0.17 crores 6 Months UnsecuredRs 5 crores 4 Months UnsecuredUnsecuredLoanRs 0.40 crores 6 Months UnsecuredUnsecured Rs 0.70 crores 4 Months UnsecuredLoanUnsecured Rs 0.25 crores 4 Months UnsecuredLoanUnsecured Rs 0.50 crores 4 Months UnsecuredLoan31. Nivedan Investments Letter dated 7 Unsecured Rs 0.05 crores 4 Months Unsecured250

S.No.Lender(s) Details Nature offacility& Trading Company Pvt. January 2010Ltd.32. Patni Resources Pvt. Ltd. Letter dated 29April 201033. Pure Vyapaar Pvt. Ltd. Letter dated 1April 201034. Rishab Exports Ltd. Letter dated 5April 201035. Shreya Trade Link (P) Ltd. Letter dated 29March 201036. Siddharth Enclave Pvt. Ltd. Letter dated 4March 201037. Signet Merchandise Pvt. Letter dated 18Ltd.May 201038. Speed Cargo Movers Pvt. Letter dated 8Ltd.February 201039. Srivani Merchants Pvt. Ltd. Letter dated 16February 201040. Subhash Credit Capital Letter dated 3Ltd.February 201041. Sunrise Promoters Pvt. Ltd. Letter dated 1April 201042. Sunshine Fintrade Pvt. Ltd. Letter dated 1April 201043. Swecha Commercial Letter dated 21Private LimitedApril 201044. Suave Construction Pvt. Letter dated 25Ltd.May 201045. Surana Brothers Private Letter dated 26LimitedApril 201046. Vibgyor Financial Services Letter dated 13Pvt. Ltd.March 201047. Vikash Smelters & Alloys Letter dated 23LimitedApril 201048. Vistar Financiers Pvt. Ltd. Letter dated 21April 201049. Wise Investments Pvt. Ltd. Letter dated 28May 2010LoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanUnsecuredLoanAmountoutstandingon May 31,2010RepaymentScheduleSecurityRs 0.10 crores 4 Months UnsecuredRs 0.20 crores 4 Months UnsecuredRs 0.20 crores 3 Months UnsecuredRs 0.50 crores 4 Months UnsecuredRs 0.08 crores 3 Months UnsecuredRs 0.25 crores 4 Months UnsecuredRs 0.25 crores 4 Months UnsecuredRs 0.10 crores 4 Months UnsecuredRs 1.30 crores 4 Months UnsecuredRs 0.20 crores 4 Months UnsecuredRs 0.25 crores 4 Months UnsecuredRs 0.15 crores 4 Months UnsecuredRs 0.48 crores 4 Months UnsecuredRs 1 crore 4 Months UnsecuredRs 0.50 crores 3 Months UnsecuredRs 0.50 crores 4 Months UnsecuredRs 0.26 crores 4 Months UnsecuredRs 0.90 crores 4 Months Unsecured251

SECTION VI: LEGAL AND REGULATORY INFORMATIONOUTSTANDING LITIGATIONS AND DEFAULTSExcept as described below, there are no outstanding litigations, suits, criminal or civil prosecutions,proceedings, statutory and other notices or tax liabilities by or against our Company, our Subsidiary or ourDirectors or our Promoter or our Group Companies and there are no defaults, non-payment or over dues ofstatutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults indues payable to holders of any debentures, bonds or fixed deposits and arrears of preference shares issue by ourCompany, defaults in creation of full security as per terms of issue/other liabilities, proceedings initiated foreconomic/civil/any other offences (including past cases where penalties may or may not have been awarded andirrespective of whether they are specified under paragraph (I) of Part 1 of Schedule XIII of the Companies Act)other than unclaimed liabilities of our Company and no disciplinary action has been taken by SEBI or any stockexchanges against the Company, its Promoters, Group Companies, Directors.Pending matters which, if they result in an adverse outcome, would materially and adversely affect theoperations or the financial position of our Company:1. Cases against our Company(a)Show Cause-cum-Demand Notice No C.No.V(15)127/ST-Adjn./Commr./09/25272 dated 9 November2009 under the Finance Act, 1994 for evasion of service tax during the financial years 2006-07 and2007-08Pursuant to the course of an audit conducted on the Company by the Senior Audit Officer, PrincipalDirector of Audit, Central, Kolkata, the Department noted that the Company had received Rs5,09,45,292 (Rupees Five crores nine lakhs forty five thousand two hundred ninety two) as subcontractorof M/s Ganon Dunkerley & Co Limited for construction of a commercial and residentialcomplex and Rs 5,45,83,372 (Rupees Five crores forty five lakhs eighty three thousand three hundredseventy two) as sub-contractor of M/s National Buildings Construction Corporation Limited, Meija forconstruction of a residential complex. The Department alleged that during the financial years 2006-07and 2007-08 (i) the Company had not paid appropriate service tax on the gross amounts of Rs5,09,45,292 (Rupees Five crores nine lakhs forty five thousand two hundred ninety two) and Rs5,45,83,372 (Rupees Five crores forty five lakhs eighty three thousand three hundred seventy two); and(ii) interest of Rs 1,66,455 (Rupees One lakh sixty six thousand four hundred fifty five) had beenattracted under section 75 of the Finance Act, 1994 (“Finance Act”) for delayed payment of the saidservice tax. Accordingly, on 9 November 2009, the Company received a Show Cause-cum-DemandNotice No C.No.V(15)127/ST-Adjn./Commr./09/25272 (“Notice”) issued by the Commissioner ofService Tax, Kolkata wherein a total service tax, education cess and secondary and higher educationcess of Rs 80,37,164 (Rupees Eighty lakhs thirty seven thousand one hundred sixty four), Rs 1,60,744(Rupees One lakh sixty thousand seven hundred forty four) and Rs 49,869 (Rupees Forty nine thousandeight hundred sixty nine) respectively along with the aforementioned interest was stated as recoverable.Further, as per records of the Service Tax Commissionerate, Kolkata, the Company had not registereditself as a provider of „Commerical or Industrial Construction Service‟ and „Construction of ResidentialComplex Service‟ before the financial year 2007-08 and had failed to file their ST-3 return forproviding taxable service under the said categories during the financial years 2006-07 and 2007-08within the limits prescribed. In addition to the above, the Notice also required the Company to showcause within 30 days as to why appropriate penalty under section 76, 77 and 78 of the Finance Actshould not be imposed on it. The Company has not filed any response to the Notice nor has any date ofhearing been fixed and the matter is pending with the Commissioner of Service Tax, Kolkata.(b)Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year2008-09On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities undersection 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the Company and various groupcompanies and the residence of Mr Mannoj Kumar Jain in Kolkata and a survey under section 133A ofthe IT Act was undertaken at the office of the Company in Patna.252

The Company had filed the original return of income on 29 September 2008 disclosing a total incomeof Rs 17,69,97,748 (Rupees Seventeen crores sixty nine lakhs ninety seven thousand seven hundredforty eight). Thereafter, on 30 March 2009, the Company filed a revised return of income disclosing atotal income of Rs 8,42,58,348 (Rupees Eight crores forty two lakhs fifty eight thousand three hundredforty eight). Pursuant to the above, on 9 September 2009, a notice under section 143(2) and 142(1) ofthe IT Act was served upon the Company by the Assistant Commissioner of Income Tax, CentralCircle IV, Kolkata (“ACIT”) and several hearings were conducted. The Company also madesubmissions and filed supporting documents explaining certain discrepancies. Consequently, on 31December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by theACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 3,08,74,730(Rupees Three crores eight lakhs seventy four thousand seven hundred thirty) (“Notice”) was issued bythe ACIT requiring the Company to pay the said amount within 30 (Thirty) days of the service ofnotice. The Order also specifies that penalty proceedings would be initiated separately. The Companyhad filed a petition under section 154 of the IT Act claiming credit for tax deducted at source of Rs2,31,58,070 (Rupees Two crores thirty one lakhs fifty eight thousand and seventy) pursuant to whichthe ACIT passed an Order dated 20 May 2010 (“Rectification Order”) revising the tax liability and arevised Notice of Demand under section 156 of the IT Act for an amount of Rs 14,02,602 (RupeesFourteen lakhs two thousand six hundred and two) (“Revised Notice”) was issued to the Company.The Company has not filed any response to the Revised Notice and the matter is currently pending.(c)Show Cause Notice and Notice of Demand dated 31 December 2009 under Income Tax Act pertainingto the Assessment Year 2007-08On 19 September 2008, the Company had filed the original return of income disclosing an income ofRs 5,51,11,049 (Rupees Five crores fifty one lakhs eleven thousand and forty nine). Thereafter, on 18March 2008, a search and seizure operation was undertaken by the Income Tax authorities undersection 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the Company and various groupcompanies and the residence of Mr Mannoj Kumar Jain in Kolkata and a survey under section 133A ofthe IT Act was undertaken at the office of the Company in Patna. Thereafter, on 20 January 2009, anotice under section 153A of the IT Act was served upon the Company by the Assistant Commissionerof Income Tax, Central Circle IV, Kolkata (“ACIT”) requiring it to furnish its return of income. TheCompany responded to the notice on 19 February 2009 requesting that the original return be treated asthe return filed under section 153A of the IT Act. Pursuant to the above, on 14 August 2009, a noticeunder section 143(2) and 142(1) of the IT Act was served upon the Company by the ACIT and severalhearings were conducted. The Company also made submissions and filed supporting documentsexplaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order undersection 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section156 of the IT Act for an amount of Rs 18,47,523 (Rupees Eighteen lakhs forty seven thousand fivehundred twenty three) (“Notice”) was issued by the ACIT requiring the Company to pay the saidamount within 30 (Thirty) days of the service of notice. Further, on 31 December 2009, a show causenotice under section 274 and 271 of the IT Act in respect of penalty proceedings was issued by theACIT for having concealed particulars of income and having furnished inaccurate particulars ofincome. The Company has paid a sum of Rs 10,00,000 (Rupees Ten lakhs) on 31 March 2010 and thematter is currently pending.(d)Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1246 dated 29 January 2010 under the IncomeTax Act for short deduction and collection of tax during the second quarter of financial year 2008-09On 29 January 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1246issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found tobe a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It wasalleged in the Notice that, during the second quarter of the financial year 2008-09, the Company hadshort deducted/collected tax to the extent of Rs 2,45,060 (Rupees Two lakhs forty five thousand andsixty) and was consequently liable to pay Rs 2,67,760 (Rupees Two lakhs sixty seven thousand sevenhundred and sixty) as interest. The Company was required to appear before the ITO on 11 February2010 to show cause as to why the same should not be levied. On 8 June 2010, the Company has filed aresponse with the ITO clarifying the position regarding short deduction of tax and interest payable and253

has submitted evidence of the deposit of short deduction of tax of Rs 2,003 (Rupees Two thousand andthree) made on 18 March 2010. The matter is currently pending with the ITO.(e)Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1248 dated 29 January 2010 under the IncomeTax Act for short deduction and collection of tax during the third quarter of financial year 2008-09On 29 January 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1248issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found tobe a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It wasalleged in the Notice that, during the third quarter of the financial year 2008-09, the Company had shortdeducted/collected tax to the extent of Rs 1,08,530 (Rupees One lakh eight thousand five hundred andthirty) and was consequently liable to pay Rs 2,97,520 (Rupees Two lakhs ninety seven thousand fivehundred and twenty) as interest. The Company was required to appear before the ITO to show cause asto why the same should not be levied. On 8 June 2010, the Company has filed a response with the ITOclarifying the position regarding short deduction of tax and interest payable. The matter is currentlypending with the ITO.(f)Show Cause Notice No. ITO/WD-58(2)/201(1)/09-10/1249 dated 29 January 2010 under the IncomeTax Act for short deduction and collection of tax and delay in deposit of tax deducted and collectedduring the fourth quarter of financial year 2008-09On 29 January 2010, the Company received a Show Cause Notice No. ITO/WD-58(2)/201(1)/09-10/1249 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it wasstated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company wasfound to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). Itwas alleged in the Notice that, during the fourth quarter of the financial year 2008-09, the Companyhad short deducted/collected tax to the extent of Rs 3,66,960 (Rupees Three lakhs sixty six thousandnine hundred and sixty) and had not paid tax deducted/collected to the extent of Rs 3,04,780 (RupeesThree lakhs four thousand seven hundred and eighty) and was consequently liable to pay Rs 65,460(Rupees Sixty five thousand four hundred and sixty) as interest. The Company was required to appearbefore the ITO to show cause as to why the same should not be levied. On 8 June 2010, the Companyhas filed a response with the ITO clarifying the position regarding short deduction of tax and interestpayable and has submitted evidence of the deposit of short deduction of tax of Rs 9,900 (Rupees Ninethousand nine hundred) made on 18 March 2010. The matter is pending with the ITO.(g)Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1618 dated 24 March 2010 under the IncomeTax Act for short deduction and collection of tax during the fourth quarter of financial year 2008-09On 24 March 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1618 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it wasstated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company wasfound to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). Itwas alleged in the Notice that, during the fourth quarter of the financial year 2008-09, the Companyhad short deducted/collected tax to the extent of Rs 3,020 (Rupees Three thousand and twenty) and wasconsequently liable to pay Rs 1,19,980 (Rupees One lakh nineteen thousand nine hundred and eighty)as interest. The Company was required to appear before the ITO to show cause as to why the sameshould not be levied. On 8 June 2010, the Company has filed a response with the ITO clarifying theposition regarding short deduction of tax and interest payable. The matter is currently pending with theITO.(h)Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1247 dated 29 January 2010 under the IncomeTax Act for delayed deposit of tax deducted and collected during the third quarter of financial year2007-08On 29 January 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1247issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to254

e a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It wasalleged in the Notice that, during the third quarter of the financial year 2007-08, the Company haddelayed deposit of tax deducted/collected and was consequently liable to pay interest of Rs 500(Rupees Five hundred). The Company was required to appear before the ITO to show cause as to whythe same should not be levied. On 25 May 2010, the Company has filed a response with the ITO statingthat interest amounting to Rs 967 (Rupees Nine hundred and sixty seven) was deposited on 7 March2008. The matter is currently pending with the ITO.(i)Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1065 dated 21 October 2009 under the IncomeTax Act for delayed deposit of tax deducted and collected during the fourth quarter of financial year2007-08On 21 October 2009, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1065issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found tobe a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It wasalleged in the Notice that, during the fourth quarter of the financial year 2007-08, the Company hadshort deducted/collected tax to the extent of Rs 17,860 (Rupees Seventeen thousand eight hundred andsixty) and was consequently liable to pay interest of Rs 76,830 (Rupees Seventy six thousand eighthundred and thirty). The Company was required to appear before the ITO to show cause as to why thesame should not be levied. On 25 May 2010, the Company filed a response with the ITO with certainclarifications. The matter is currently pending with the ITO.(j)Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1509 dated 8 March 2010 under the Income TaxAct for delayed deposit of tax deducted and collected during the fourth quarter of financial year 2007-08On 8 March 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1509issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found tobe a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It wasalleged in the Notice that, during the fourth quarter of the financial year 2007-08, the Company hadshort deducted/collected tax to the extent of Rs 2,42,040 (Rupees Two lakhs forty two thousand andforty) and was consequently liable to pay interest of Rs 2800 (Rupees Two thousand eight hundred).The Company was required to appear before the ITO to show cause as to why the same should not belevied. The Company has not responded to the Notice and the matter is pending before the ITO.(k)M/s Bengal Construction CompanyShow Cause Notice and Notice of Demand dated 31 December 2009 under Income Tax Act pertainingto the Assessment year 2007-08On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities undersection 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the group concerns of M/sBengal Construction Company (“BCC”) and at the residence of Mr Mannoj Kumar Jain in Kolkata andSiliguri and a survey under section 133A of the IT Act was undertaken at the office of the groupconcern in Patna. Pursuant to the above, on 20 January 2009, a notice under section 153A of the IT Actwas served by the Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) uponBCC requiring it to furnish its return of income. On 22 February 2009, BCC responded to the noticestating that the basis for calculating business income was the same as used in the Assessment Orderunder section 143(3) of the IT Act dated 29 December 2006 pertaining to the Assessment Year 2004-05. BCC submitted a revised computation following the basis decided in the Assessment Year 2005-06by JCIT, Range 1, Siliguri and also submitted that the income calculated on the said basis resulted in alower income than that stated in the original return of income. Pursuant to the above, a notice undersection 143(2) and 142(1) of the IT Act was served upon BCC by the ACIT and several hearings wereconducted. BCC also made submissions and filed supporting documents explaining certaindiscrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of theIT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act foran amount of Rs. 3,92,773 (Rupees Three lakhs ninety two thousand seven hundred seventy three)255

(“Notice”) was issued by the ACIT requiring BCC to pay the said amount within 30 (Thirty) days ofthe service of notice. Further, on 31 December 2009, a show cause notice under section 274 and 271 ofthe IT Act in respect of penalty proceedings was issued by the ACIT for having concealed particularsof income and having furnished inaccurate particulars of income. BCC has made payment of the saidamount on 18 June 2010 and no further correspondence has been received from the tax authorities inthis regard.(l)Show Cause Notice and Notice of Demand dated 31 December 2009 under Income Tax Act pertainingto the Assessment year 2006-07On 3 August 2007, M/s Bengal Construction Company (“BCC”) had filed the original return of incomedisclosing a total income of Rs 2,14,24,950 (Rupees Two crores fourteen lakhs twenty four thousandnine hundred fifty). Thereafter, on 18 March 2008, a search and seizure operation was undertaken bythe Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premisesof the group concerns of BCC in Kolkata and Siliguri and a survey under section 133A of the IT Actwas undertaken at the office of the group concern in Patna. Pursuant to the above, on 20 January 2009,a notice under section 153A of the IT Act was served by Assistant Commissioner of Income Tax,Central Circle IV, Kolkata (“ACIT”) upon BCC requiring it to furnish its return of income. On 16March 2009, BCC filed a letter dated 20 February 2009 stating that the basis for calculating businessincome was the same as used in the Assessment Order under section 143(3) of the IT Act dated 28December 2007 pertaining to the Assessment Year 2005-06. BCC submitted a revised computationfollowing the basis decided in the Assessment Year 2005-06 by JCIT, Range 1, Siliguri and alsosubmitted that the income calculated on the said basis resulted in a lower income than that stated in theoriginal return of income and that the original return of income may be treated as the one filed inresponse to notice received under section 153A of the IT Act. Thereafter, a notice under section 143(2)and 142(1) of the IT Act was served upon BCC by the ACIT and several hearings were conducted.BCC also made submissions and filed supporting documents explaining certain discrepancies.Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act(“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for anamount of Rs 8,56,730 (Rupees Eight lakhs fifty six thousand seven hundred thirty) (“Notice”) wasissued by the ACIT requiring BCC to pay the said amount within 30 (Thirty) days of the service ofnotice. Further, on 31 December 2009, a show cause notice under section 274 and 271 of the IT Act inrespect of penalty proceedings was issued by the ACIT for having concealed particulars of income andhaving furnished inaccurate particulars of income. BCC has made payment of the said amount on 31March 2010 and no further correspondence has been received from the tax authorities in this regard.(m)Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment year2005-06On 4 July 2006, M/s Bengal Construction Company (“BCC”) had filed the original return of incomedisclosing a total income of Rs 96,19,970 (Rupees Ninety six lakhs nineteen thousand nine hundredseventy). Thereafter, on 18 March 2008, a search and seizure operation was carried out under section132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the group concerns of BCC in Kolkataand Siliguri and survey under section 133A of the IT Act was carried on at the office of the groupcompany in Patna. Pursuant to the above, on 20 January 2009, a notice under section 153A of the ITAct was served upon BCC by Assistant Commissioner of Income Tax, Central Circle IV, Kolkata(“ACIT”) requiring it to furnish its return of income. On 16 March 2009, BCC filed a letter dated 20February 2009 stating that the basis for calculating business income was the same as used in theAssessment Order under section 143(3) of the IT Act dated 28 December 2007 pertaining to theAssessment Year 2005-06. BCC submitted a revised computation following the basis decided in theAssessment Year 2005-06 by JCIT, Range 1, Siliguri and also submitted that the income calculated onthe said basis resulted in a lower income than that stated in the original return of income and that theoriginal return of income may be treated as the one filed in response to notice received under section153A of the IT Act. Thereafter, a notice under section 143(2) and 142(1) of the IT Act was served uponBCC by the ACIT and several hearings were conducted. BCC also made submissions and filedsupporting documents explaining certain discrepancies. Consequently, on 31 December 2009, anAssessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Noticeof Demand under section 156 of the IT Act for an amount of Rs 99,099 (Rupees Ninety nine thousandninety nine) (“Notice”) was issued by the ACIT requiring BCC to pay the said amount within 30256

(Thirty) days of the service of notice. BCC has made payment of the said amount on 18 June 2010 andno further correspondence has been received from the tax authorities in this regard.2. Cases by our Company:Nil3. Cases involving our DirectorsNil4. Cases involving PromotersNil5. Cases involving Group CompaniesNil6. Cases involving Group CompaniesTushita Builders Private Limited(a)(b)Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment year2008-09On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities undersection 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of M/s Tushita Builders PrivateLimited (“TBPL”) and various group concerns in Kolkata and Siliguri. Thereafter, on 23 November2009, the Company filed the original return of income disclosing a total income of Rs 4,11,542(Rupees Four lakhs eleven thousand five hundred forty two). Thereafter, a notice under section 143(2)and 142(1) of the IT Act was served upon TBPL by the Assistant Commissioner of Income Tax,Central Circle IV, Kolkata (“ACIT”) and several hearings were conducted. TBPL also madesubmissions and filed supporting documents explaining certain discrepancies. Consequently, on 31December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by theACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 70,319 (RupeesSeventy thousand three hundred and nineteen) (“Notice”) stated as refundable was issued. The refundhas not been received by TBPL as yet.Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year2007-08On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities undersection 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the M/s Tushita BuildersPrivate Limited (“TBPL”) and various group concerns in Kolkata and Siliguri. Pursuant to the above,on 20 January 2009, a notice under section 153A of the IT Act was served on TBPL by the AssistantCommissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) and TBPL filed a return of incomeon 31 March 2009 disclosing a total income of Rs 63,06,280 (Rupees Sixty three lakhs six thousandtwo hundred eighty). Thereafter, a notice under section 143(2) and 142(1) of the IT Act was servedupon TBPL by the ACIT and several hearings were conducted. TBPL also made submissions and filedsupporting documents explaining certain discrepancies. Consequently, on 31 December 2009, anAssessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Noticeof Demand under section 156 of the IT Act for an amount of Rs 1,32,810 (Rupees One lakh thirty twothousand eight hundred ten) (“Notice”) was issued by the ACIT requiring TBPL to pay the said amountwithin 30 (Thirty) days of the service of notice. TBPL has paid the said amount on 31 March 2010 andno further correspondence has been received from the tax authorities in this regard.257

(c)Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year2006-07On 4 October 2007, M/s Tushita Builders Private Limited (“TBPL”) had filed the original return ofincome disclosing a total income of Rs 76,02,943 (Rupees Seventy six lakhs two thousand ninehundred forty three). Thereafter, on 18 March 2008, a search and seizure operation was undertaken bythe Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premisesof TBPL and various group concerns in Kolkata and Siliguri. Pursuant to the above, on 20 January2009, a notice under section 153A of the IT Act was served on TBPL by the Assistant Commissionerof Income Tax, Central Circle IV, Kolkata (“ACIT”) and on 16 March 2009, TBPL filed a letterrequesting that the original return be treated as the return under section 153A of the Excise Act.Thereafter, on 16 September 2009, a notice under section 143(2) and 142(1) of the IT Act was servedupon TBPL by the ACIT and several hearings were conducted. TBPL also made submissions and filedsupporting documents explaining certain discrepancies. Consequently, on 31 December 2009, anAssessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Noticeof Demand under section 156 of the IT Act for an amount of Rs 38,65,570 (Rupees Thirty eight lakhssixty five thousand five hundred seventy) (“Notice”) was issued by the ACIT requiring TBPL to paythe said amount within 30 (Thirty) days of the service of notice. Failure to comply with the Noticewould subject TBPL to recovery proceedings in addition to imposition of penalty. On 8 June 2010, theTBPL has filed a rectification petition under section 154 of the IT Act claiming tax credit of Rs15,50,251 (Rupees Fifteen lakhs fifty thousand two hundred fifty one) as tax deducted at source and Rs12,35,584 (Rupees Twelve lakhs thirty five thousand five hundred and eighty four) as tax paid. Thematter is currently pending with the ITO.(d)Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year2005-06On 22 August 2007, M/s Tushita Builders Private Limited (“TBPL”) had filed the original return ofincome disclosing a total income of Rs 1,42,750 (Rupees One lakh forty two thousand seven hundredfifty). Thereafter, on 18 March 2008, a search and seizure operation was undertaken by the Income Taxauthorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of TBPL andvarious group concerns in Kolkata and Siliguri. Pursuant to the above, on 20 January 2009, a noticeunder section 153A of the IT Act was served on TBPL by the Assistant Commissioner of Income Tax,Central Circle IV, Kolkata (“ACIT”) and on 16 March 2009, TBPL filed a letter requesting that theoriginal return be treated as the return under section 153A of the IT Act. Thereafter, on 18 September2009, a notice under section 143(2) and 142(1) of the IT Act was served upon TBPL by the ACIT andseveral hearings were conducted. TBPL also made submissions and filed supporting documentsexplaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order undersection 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section156 of the Income Tax Act, 1961 for an amount of Rs 67,604 (Rupees Sixty seven thousand sixhundred and four) (“Notice”) was issued by the ACIT requiring TBPL to pay the said amount within30 (Thirty) days of the service of notice. Failure to comply with the Notice would subject TBPL torecovery proceedings in addition to imposition of penalty. The matter is currently pending.Jain Steel and Power Limited(e)Jain Steel & Power Limited (“Petitioners”) v The State of Orissa & Others (“Respondents”)Special Leave Petition No 22735 of 2008 before the Supreme Court of IndiaM/s Jain Steel & Power Limited (“JSPL”) made payment of entry tax by The Sales Tax Officer,Sambalpur III Circle (“STO”) under the Orissa Entry Tax Act, 1999 (“Act”) in respect of purchase ofplant and machinery, consumables, raw materials, packing materials, etc required for erection of theplant and machinery and use in manufacturing process of goods dealt by it since 28 February 2005.JSPL had paid entry tax on the sale of finished goods and bye-products. On 20 June 2007, JSPL filed aWrit Petition No. 7542 of 2007 (“Writ Petition”) before the High Court of Orissa at Cuttack (“HighCourt”) challenging the validity of the Act. During the pendency of the aforesaid writ petition, theSTO passed scrutiny orders directing the payment of entry tax of Rs 18,84,983 (Rupees Eighteen lakhseighty four thousand nine hundred and eighty three) along with interest.On 30 November 2007, the STO issued another notice in Form E-24 (“Notice E-24”) directing JSPL to258

pay interest @ 2% per annum on Rs 13,94,347 (Rupees Thirteen lakhs ninety four thousand threehundred and forty seven) for the period 1 May 2007 to 30 June 2007. On 30 November 2007, a Noticefor Demand of Tax on Provisional Assessment vide Form E-29 (“Notice E-29”) for the period 1 st July,2007 to 31 st October, 2007 was issued by the STO informing JSPL that it had been provisionallyassessed to tax to the tune of Rs 18,52,531 (Rupees Eighteen lakhs fifty two thousand five hundred andthirty one). Thereafter, on 14 January 2008, the STO issued notice in Form VAT 316 (“VAT 316”) toJSPL‟s banker i.e., Branch Manager, Punjab National Bank, Jharsuguda, calling upon them to pay asum of Rs 32,46,978 (Rupees Thirty two lakhs forty six thousand nine hundred seventy eight) fromJSPL‟s account involving entry tax for the months of May, 2007 till October, 2007. On 27 March 2008,the High Court passed an Order (“High Court Order”) dismissing the writ petition No.7542 of 2007on the ground that the validity of the Act had been upheld by a Division Bench of the High Court in abatch of cases vide the common judgment delivered on 18 February 2008 (“Division Bench WritOrder”) the leading case of which was W.P. (C) No. 6515 of 2006 (“Division Bench Proceedings”).The High Court Order also specified that JSPL had the liberty to file an appeal against the demandorder for entry tax within 30 (thirty) days from the date of the High Court Order and until then nocoercive action would be taken against JSPL for realizing the entry tax. Accordingly, on 26 April 2008,JSPL filed revision petitions REV No.: CNZ-06/08-09 and REV No.: CNZ-05/08-09 before theAdditional Commissioner of Sales Tax (Northern Zone) (“ACST”) against the demand raised on it forthe said amounts of Rs 18,52,531 (Rupees Eighteen lakhs fifty two thousand five hundred and thirtyone) and Rs 18,84,983 (Rupees Eighteen lakhs eighty four thousand nine hundred and eighty three)(“Revision Petitions”). The ACST heard the matter and passed an order on 10 September 2008 andremanded the matter to the Assistant Commissioner of Sales Tax, Sambalpur Range directing freshadjudication in light of the Division Bench Writ Order.The petitioners and the respondents to the Division Bench Proceedings have filed separate SpecialLeave Petitions against the Division Bench Writ Order and as the same are pending with the SupremeCourt, JSPL‟s matter is currently pending before the Assistant Commissioner of Sales Tax, SambalpurRange. JSPL has been paying the entry tax on the basis of the Division Bench Writ Order till date.JSPL has also filed Special Leave Petition No 22735 of 2008 (“SLP”) challenging the High CourtOrder and constitutional validity of the Act. The SLP is also pending as of date.(f)S K Naik (“Appellant”) vs Jain Steel and Power Ltd & Ors (“Respondent”)Appeal No 13 of 2009 before the National Environmental Appellate AuthorityThe Appellant is a former Secretary to the Ministry of Health and Family Welfare, Government ofIndia and has invested in a plot at Durlaga in the Jharsuguda District of Orissa. The Respondent hasconstructed a plant in the District for which it has received environmental clearance from the Ministryof Environment and Forests vide a letter dated 29 December 2008 (“Environmental Clearance”). TheAppellant has preferred an appeal before the National Environmental Appellate Authority(“Authority”) against the said Environmental Clearance against the Respondent, Ministry ofEnvironment and Forests, State Pollution Control Board, Orissa and the Airports Authority of India(“Appeal”) on various grounds such as locational hazards in terms of proximity of the plant to humansettlements, water bodies, residential areas, state highway, sensitive establishments and governmentoffices; alleged false and unscrupulous conduct on the Respondent‟s part on the issue of type of fuelused; complete drain of local water resources; alleged discrepancies in the EIA report; alleged illegalland gains; complete disregard of environmental norms; and callous attitude of the Ministry ofEnvironment and Forests. The Appellant has sought the quashing of the Environmental Clearance.Further, the Appellant also seeks to stop the Respondent from carrying on all activities in or at theproject site at Durlaga, Jharsuguda District. The Respondent, in its reply to the Appellant‟s appeal haschallenged the maintainability of the petition on the ground inter alia that the same is barred by the lawof limitation and that the same is misconceived, speculative, harrassive and abuse of the process of law.However, the Delhi High Court, in a writ petition filed before it by the Respondent decided upon theissue of limitation in the matter and has dismissed the writ vide order dated 26 August 2009. Varioussubmissions have been made in the Appeal by both the parties and the matter is currently pendingbefore the Authority for final hearing.(g)Show Cause Notice No.C.No.V(72)15/ADJN/B-II/54/2009/10269A dated 1 June 2010 under theCentral Excise Act regarding inadmissibility of Cenvat Credits259

Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for May2009 and June 2009 on 8 June 2009 and 9 July 2009 respectively under rule 12(1) of the Central ExciseRules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). Theverification of the Returns by the Range Officer stated that JSPL had availed Cenvat Credit amountingto Rs 34,86,309 (Rupees Thirty four lakhs eighty six thousand three hundred and nine) (“Credits”) oncertain items treating the same as „inputs‟. JSPL, vide letter JSPL/JSG/10-11/004 dated 14 May 2010,submitted the invoice-wise break up in respect of „capital goods‟ and „inputs‟. According to theDepartment, the items claimed as „capital goods‟ did not find place under Rule 2(a) of the Cenvat Rulesand the steel items claimed as „inputs‟ were used for construction of different structures and therefore,the credit claimed was treated as inadmissible. Accordingly, on 1 June 2010, JSPL received ShowCause Notice No C.No.V(72)15/ADJN/B-II/54/2009/10269A issued by the Additional Commissioner(Adjn.), Central Excise, Customs & Service Tax, Bhubaneswar (“Notice”) whereby JSPL was requiredto show cause within 30 days as to whyCredits to the tune of Rs 34,86,309 (Rupees Thirty four lakhseighty six thousand three hundred and nine) availed during May 2009 to June 2009 along with interestshould not be and penalty should not be imposed. JSPL has not responded to the notice and the matteris pending before the Additional Commissioner.(h)Show Cause Notice No. C.No.V(72)15/ADJN/B-II/11/2008/4240A dated 4 March 2009 under theCentral Excise Act regarding inadmissibility of Cenvat CreditsJain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) forFebruary 2008 to April 2008 on 10 March 2008, 10 April 2008 and 10 May 2008 under rule 12(1) ofthe Central Excise Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004(“Cenvat Rules”). The verification of the Returns stated that JSPL had availed Cenvat Creditamounting to Rs 19,61,461 (Rupees Nineteen lakhs sixty one thousand four hundred and sixty one)(“Credits”) on certain items by treating the same as „inputs‟. JSPL, vide letters dated 9 February 2009,16 February 2009 and 2 March 2009, explained the purposes for which each of the items had beenused. On 2 January 2009 and 27 February 2009, a joint physical verification was conducted by theAssistant Commissioner, Central Excise & Customs, Sambalpur-I division along with Range Officer,Jharsuguda-I. The Range Officer, vide his letter dated 2 March 2009, submitted a physical verificationreport and 8 photographs showing the usage of the impugned goods which, according to theDepartment were not used as „inputs‟ in or in relation to the manufacture of the JSPL‟s final productsor specified capital goods but were used for fabrication of various structures/structurals/foundationmeant for installation, erection and support of plant and machinery. Further, according to the taxauthorities, JSPL had not obtained registration under rule 9 of the Rules to manufacture „capital goods‟.Accordingly, on 4 March 2009, JSPL received Show Cause Notice No C.No.V(72)15/ADJN/B-II/11/2008/4240A issued by the Additional Commissioner (Adjn.), Central Excise, Customs & ServiceTax, Bhubaneswar - II (“Notice”) whereby JSPL was required to show cause within 30 days as to whyCredits to the tune of Rs 19,61,461 (Rupees Nineteen lakhs sixty one thousand four hundred and sixtyone) availed during February 2008 to April 2008 along with interest should not be recovered andpenalty should not be imposed. JSPL had requested the tax authorities for grant of extension of time tofurnish the reply which the tax authorities had consented to. Thereafter, on 8 March 2010, JSPL sent areply to the Notice wherein it contended inter alia that all goods used in the manufacture of capitalgoods would fall within the definition of „inputs‟; the definition of „capital goods‟ was wide enough toaccommodate all goods which have been used in the factory and play a part in the overall productionprocessand that JSPL was not in breach of any requirements under law to declare details, submitreturns or maintain daily stock accounts. Accordingly, JSPL had prayed for the Notice to be quashed.The matter is currently pending with the Additional Commissioner.(i)Show Cause Notice No C.No.V(72)15/ADJN/B-II/51/2008/188/2-A dated 3 October 2008 under theCentral Excise Act regarding inadmissibility of Cenvat CreditsJain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) forSeptember 2007 to January 2008 on 8 October 2007, 6 November 2007, 10 December 2007, 10January 2008 and 10 February 2008 respectively under rule 12(1) of the Central Excise Rules, 2002(“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The verification ofthe Returns revealed that JSPL had availed Cenvat Credit (“Credits”) amounting to Rs 39,17,323(Rupees Thirty nine lakhs seventeen thousand three hundred and twenty three) on certain items. bytreating the same as „inputs‟ or „capital goods‟. An enquiry by the Range Officer stated that the items260

were used for various purposes and could not be treated as „inputs‟ for the manufacture of the JSPL‟sfinal products or specified „capital goods‟. Further, according to the tax authorities, JSPL did not obtainregistration under rule 9 of the Rules to manufacture „capital goods‟. Accordingly, on 3 October 2008,JSPL received Show Cause Notice No C.No.V(72)15/ADJN/B-II/51/2008/188/2-A issued by theAdditional Commissioner (Adjn.), Central Excise, Customs & Service Tax, Bhubaneswar – II(“Notice”) whereby JSPL was required to show cause within 30 days as to why Credits to the tune ofRs 39,17,323 (Rupees Thirty nine lakhs seventeen thousand three hundred and twenty three) availedduring September 2007 to January 2008 along with interest should not be recovered and penaltyshould not be imposed . On 31 October 2008, JSPL had requested the tax authorities for grant ofextension of time to furnish the reply which the tax authorities had consented to. Thereafter, on 8March 2010, JSPL sent a reply to the Notice wherein it contended inter alia that all goods used in themanufacture of capital goods would fall within the definition of „inputs‟; the definition of „capitalgoods‟ was wide enough to accommodate all goods which have been used in the factory and play a partin the overall production processand that JSPL was not in breach of any requirements under law todeclare details, submit returns or maintain daily stock accounts. Accordingly, JSPL had prayed for theNotice to be quashed. The matter is currently pending with the Additional Commissioner.(j)Show Cause Notice No C.No.V(72)3/ADJN/SBP-I/25/2008/1747 dated 29 July 2008 under the CentralExcise Act regarding inadmissibility of Cenvat CreditsOn 7 September 2007, Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns(“Returns”) for August 2007 under rule 12(1) of the Central Excise Rules, 2002 (“Rules”) read withrule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The scrutiny of the Returns stated thatJSPL had availed Cenvat Credit amounting to (i) Rs 1,35,994 (Rupees One lakh thirty five thousandnine hundred ninety four) (“Credits”) on certain items treating the same as „inputs‟; and (ii) Rs 28,296(Rupees Twenty eight thousand two hundred ninety six) on certain other items treating the same as„capital goods‟ in the factory of manufacture. Prima facie, it appeared to the tax authorities that theitems had been used as construction and welding materials for erection of a sponge iron plant andaccordingly, did not qualify as „inputs‟ or „capital goods‟ as defined in the Cenvat Rules. On 25January 2008, the Superintendent, Central Excise and Customs, Jharsuguda-I (“Superintendent”), videa letter, requested JSPL to intimate the details of the goods manufactured by the said inputs with theirtariff sub-headings and their place of use in order to examine the admissibility of Credits. However,JSPL neither provided these details nor did it reverse the Credits taken. In the absence of any replyfrom JSPL, on 9 February 2008, the Superintendent visited the plant and the investigation revealed thatthe inputs were used for civil construction and erection or fabrication of the plant and therefore, theCredits could not be availed by JSPL. Further, according to the tax authorities, JSPL had failed tocomply with certain provisions of the Excise Act and the Rules whereby it was required to declaredetails of excisable goods to be manufactured while applying for registration; submit a monthly returnreflecting the goods manufactured and cleared on payment of duty or at NIL rate of duty; and maintaina daily stock account. On 29 July 2008, JSPL received Show Cause Notice NoC.No.V(72)3/ADJN/SBP-I/25/2008/1747 issued by the Additional Commissioner of Central Excise,Customs & Service Tax, Sambalpur – I Division (“Notice”) whereby JSPL was required to show causewithin 30 days as to why Cenvat Credits to the tune of Rs 1,64,290 (Rupees One lakh sixty fourthousand two hundred ninety) availed during August 2007 along with interest should not be recoveredand penalty should not be imposed. On 26 September 2008, JSPL sent a reply to the Notice wherein itcontended inter alia that the claim in relation to the Credits was in accordance with law; and that JSPLwas not in breach of any requirements under law to declare details, submit returns or maintain dailystock accounts. JSPL has also requested for a personal hearing of the matter. The matter is currentlypending with the Additional Commissioner.(k)Show Cause Notice No. C.No.V(72)15/Adjn./B-II/36/08/105/9A dated 3June 2008 under the CentralExcise Act regarding inadmissibility of Cenvat CreditsJain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for May2007 to July 2007 on 11 June 2007, 10 July 2007 and 10 August 2007 under rule 12(1) of the CentralExcise Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”).The verification of the Returns stated that JSPL had availed Cenvat Credit (“Credits”) amounting to Rs1,37,68,269 (Rupees One crore thirty seven lakhs sixty eight thousand two hundred sixty nine) onvarious iron and steel items treating the same as „inputs‟ and on certain other items treating the same as261

„capital goods‟. On 25 January 2008, the Range Officer, Jharsuguda-I (“Range Officer”), vide a letter,requested JSPL to intimate the details of the goods manufactured by the said inputs and capital goodsin order to examine the admissibility of Credits. However, JSPL neither provided these details nor didit reverse the Credits taken. In the absence of any reply from JSPL, the Range Officer visited the planton 9 February 2008 and the investigation revealed that the impugned units had been used for variouspurposes because of which the items did not qualify as „inputs‟ or „capital goods‟. Further, according tothe tax authorities, JSPL had failed to comply with certain provisions of the Excise Act and the Ruleswhereby it was required to declare details of excisable goods to be manufactured while applying forregistration; submit a monthly return reflecting the goods manufactured and cleared on payment of dutyor at NIL rate of duty; and maintain a daily stock account. Accordingly, on 3 June 2008, JSPL receivedShow Cause Notice No. C.No.V(72)15/Adjn./B-II/36/08/105/9A issued by the Commissioner, CentralExcise, Customs & Service Tax, Bhubaneswar – II (“Notice”) whereby JSPL was required to showcause within 30 days as to why Credits to the tune of Rs 1,37,68,269 (Rupees One crore thirty sevenlakhs sixty eight thousand two hundred sixty nine) availed during May 2007 to July 2007 along withinterest should not be recovered and penalty under applicable law should not be imposed. JSPL hadrequested the Commissioner for grant of extension of time to furnish the reply which the Commissionerhad consented to. Thereafter, on 8 March 2010, JSPL sent a reply to the Notice wherein it contendedinter alia that all goods used in the manufacture of capital goods fall within the definition of „inputs‟;and that the definition of „capital goods‟ is wide enough to accommodate all goods which have beenused in the factory and play a part in the overall production process; and that JSPL was not in breach ofany requirements under law to declare details, submit returns or maintain daily stock accounts.Accordingly, JSPL had prayed for the Notice to be quashed. The matter is currently pending with theCommissioner.(l)Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1313 dated 16 February 2010 under the IncomeTax Act for short deduction and collection of tax during the second quarter of the financial year 2008-09On 16 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice NoITO/WD-58(2)/201(1)/09-10/1313 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata(“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer(“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act,1961 (“IT Act”). It was alleged in the Notice that, during the second quarter of the financial year 2008-09, JSPL had short deducted/collected tax to the extent of Rs 19,220 (Rupees Nineteen thousand twohundred twenty) and was consequently liable to pay Rs 14,470 (Rupees Fourteen thousand fourhundred and seventy) as interest. JSPL was to show cause as to why the same should not be levied. On25 May 2010, JSPL filed a reply to the ITO stating that there was a short payment of only Rs 35(Rupees Thirty five) which had been duly paid on 18 March 2010 and that the interest payable wasonly Rs 13,670 (Rupees Thirteen thousand six hundred seventy) of which Rs 13,490 had been dulypaid. Further, JSPL has requested the ITO to furnish details of working of interest for the difference ofRs 800 (Rupees Eight hundred). The matter is currently pending with the ITO.(m)Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1315 dated 19 February 2010 under the IncomeTax Act for short deduction and collection of tax during the third quarter of the financial year 2008-09On 19 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice NoITO/WD-58(2)/201(1)/09-10/1315 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata(“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer(“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act,1961 (“IT Act”). It was alleged in the Notice that, during the third quarter of the financial year 2008-09, JSPL had short deducted/collected tax to the extent of Rs 70 (Rupees Seventy) and wasconsequently liable to pay Rs 31,300 (Rupees Thirty one thousand three hundred) as interest. JSPL wasrequired to appear before the ITO on 3 March 2010 to show cause as to why the same should not belevied. On 25 May 2010, JSPL filed a reply stating that TDS deducted and deposited at 2.06% wasinadvertently shown in the return as 2.266% and that as per details enclosed with the Notice, theinterest payable was Rs 29,990 (Rupees Twenty nine thousand nine hundred and ninety) which wasduly paid. Further, JSPL has requested the ITO to furnish details of working of interest for thedifference of Rs 1,310 (Rupees One thousand three hundred and ten). The matter is currently pendingwith the ITO.262

(n)Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1314 dated 16 February 2010 under the IncomeTax Act for short deduction and collection of tax and non-payment of deducted and collected taxduring the fourth quarter of the financial year 2008-09On 16 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice NoITO/WD-58(2)/201(1)/09-10/1314 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata(“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer(“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act,1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, JSPL had short deducted/collected tax to the extent of Rs 16,960 (Rupees Sixteen thousand ninehundred and sixty) and had not paid tax deducted/collected to the tune of Rs 5,600 (Rupees Fivethousand six hundred) and was consequently liable to pay Rs 16,770 (Rupees Sixteen thousand sevenhundred and seventy) as interest. JSPL was required to appear before the ITO on 3 March 2010 to showcause as to why the same should not be levied. On 25 May 2010, JSPL filed a reply with certaincomputations disputing the figures stated in the Notice and has submitted evidence of payment of Rs2,999 (Rupees Two thousand nine hundred and ninety nine) towards short payment of interest. Thematter is currently pending with the ITO.(o)Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1291 dated 16 February 2010 under the IncomeTax Act for short deduction and collection of tax during the fourth quarter of the financial year 2008-09On 16 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice NoITO/WD-58(2)/201(1)/09-10/1291 issued by the Income Tax Officer, Ward 58(2), TDS, Kolkata(“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer(“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act,1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, JSPL had short deducted/collected tax to the extent of Rs 1,910 (Rupees One thousand ninehundred and ten) and was consequently liable to pay Rs 22,020 (Rupees Twenty two thousand andtwenty) as interest. Although the Notice states the total interest payable as 22,020 (Rupees Twenty twothousand and twenty), the details of calculation of interest state the total interest payable as Rs 21,900(Rupees Twenty one thousand nine hundred). JSPL was required to appear before the ITO on 26February 2010 to show cause as to why the same should not be levied. On 24 March 2010, JSPL hadfiled a revised return claiming that there was no short deduction made by it. On 25 May 2010, JSPLfiled a reply with the ITO stating that the interest payable as per JSPL‟s records was Rs 21,740 (RupeesTwenty one thousand seven hundred and forty) and that the same had been paid. The matter is currentlypending with the ITO.(p)Jain Energy LimitedShow Cause Notice No ITO/WD-58(2)/201(1)/09-10/1317 dated 19 February 2010 under the IncomeTax Act for delay in deposit of tax deducted and collected during the third quarter of the financial year2008-09On 19 February 2010, Jain Energy Limited (“JEL”) received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1317 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”)wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”),JEL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“ITAct”). It was alleged in the Notice that, during the third quarter of the financial year 2008-09, JEL haddelayed deposit of tax deducted/collected and was consequently liable to pay Rs 10,180 (Rupees Tenthousand one hundred eighty) as interest. Although the Notice states the total interest payable as Rs10,180 (Rupees Ten thousand one hundred eighty), the details of calculation of interest state the totalinterest payable as Rs 9,780 (Rupees Nine thousand seven hundred eighty). JEL was required to appearbefore the ITO on 3 March 2010 to show cause as to why the same should not be levied. On 25 May2010, JEL filed a response with the ITO stating that interest payable as per JEL‟s records was Rs 9,787(Rupees Nine thousand seven hundred and eighty seven) and that the same had been deposited. JEL hassought clarification as regards the difference in the two amounts and the matter is pending before theITO.263

(q)Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1318 dated 19 February 2010 issued under theIncome Tax Act for short deduction and collection of tax during the fourth quarter of the financial year2008-09On 19 February 2010, Jain Energy Limited (“JEL”) received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1318 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”)wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”),JEL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“ITAct”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, JEL hadshort deducted/collected tax to the extent of Rs 1,38,820 (Rupees One lakh thirty eight thousand eighthundred and twenty) and was consequently liable to pay Rs 14,380 (Rupees Fourteen thousand threehundred eighty) as interest. JEL was required to appear before the ITO on 3 March 2010 to show causeas to why the same should not be levied. On 24 March 2010, JEL has filed a revised return claiming ashort deduction of only Rs 491 (Rupees Four hundred and ninety one). On 25 May 2010, JEL filed aresponse with the ITO stating that the short deduction had been deposited. JEL had also made paymentof the interest payable as per JEL‟s records of Rs 13,820 (Rupees Thirteen thousand eight hundred andtwenty). The matter is currently pending before the ITO.(r)Jain Realty LimitedShow Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1631 dated 24 March 2010 under the IncomeTax Act for delay in deposit of tax deducted and collected during the third quarter of the financial year2008-09On 24 March 2010, Jain Realty Limited (“JRL”) received Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1631 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”)wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”),JRL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“ITAct”). It was alleged in the Notice that, during the third quarter of the financial year 2008-09, JRL haddelayed deposit of tax deducted/collected and was consequently liable to pay Rs 14,790 (RupeesFourteen thousand seven hundred ninety) as interest. Although the Notice states the total interestpayable as Rs 14,790 (Rupees Fourteen thousand seven hundred ninety), the details of calculation ofinterest state the total interest payable as Rs 13,290 (Rupees Thirteen thousand two hundred and ninety)JRL was required to appear before the ITO on 12 April 2010 to show cause as to why the same shouldnot be levied. On 25 May 2010, JRL filed a response with the ITO stating that the total interest payableas per the JRL‟s records was Rs 14,070 (Rupees Fourteen thousand and seventy) and that the same hadbeen deposited. JRL has sought clarification on the difference in the amounts and the matter is pendingbefore the ITO.(s)Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1633 dated 24 March 2010 under the IncomeTax Act for short deduction and collection of tax during the fourth quarter of the financial year 2008-09On 24 March 2010, Jain Realty Limited (“JRL”) received Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1633 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”)wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”),JRL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“ITAct”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, JRLhad short deducted/collected tax to the extent of Rs 50 (Rupees Fifty) and was consequently liable topay Rs 7,540 (Rupees Seven thousand five hundred and forty) as interest. Although the Notice statesthe total interest payable as Rs 7,540 (Rupees Seven thousand five hundred and forty), the details ofcalculation of interest state the total interest payable as Rs 7,030 (Rupees Seven thousand and thirty).JRL was required to appear before the ITO on 13 April 2010 to show cause as to why the same shouldnot be levied. On 12 April 2010, JRL filed a response with the ITO stating that the interest payable asper JRL‟s records was Rs 7,357 (Rupees Seven thousand three hundred and fifty seven) and that thesame has been paid. JRL has sought clarification on the difference in the two amounts. The matter iscurrently pending with the ITO.264

GOVERNMENT APPROVALSWe have received the necessary consents, licenses, permissions and approvals from the Government and variousgovernmental agencies required for our present business and except as mentioned below, and no furtherapprovals are required for carrying on our present business.In view of the approvals/licenses listed below, our Company can undertake this Issue and our current businessactivities and no further major approvals/licenses from any governmental or regulatory authority or any otherentity are required to undertake the Issue or continue our business activities. Unless otherwise stated, theseapprovals are all valid as of the date of this Draft Red Herring Prospectus.Approvals for the IssueThe following approvals have been obtained or will be obtained in connection with the Issue:1. The Board of Directors of the Company has, pursuant to resolutions passed at its meetings held on 12October 2009 authorized the Issue subject to the approval by the shareholders of the Company underSection 81(1A) of the Companies Act, and such other authorities as may be necessary.2. The shareholders of the Company have, pursuant to resolutions dated 30 November 2009 under Section81(1A) of the Companies Act, authorized the Issue.3. The Board has, pursuant to a resolution dated 1 January 2010 formed a committee of its Directors, referredto as the IPO Committee, which has been authorized by the Board and authorised by a resolution of theshareholders dated 30 November 2009 to execute and perform all necessary deeds, documents, assurances,acts and things in connection with the Issue on behalf of the Board.4. The IPO Committee had approved and authorized this Draft Red Herring Prospectus pursuant to itsresolution dated [●]. The IPO Committee had approved and authorized this Red Herring Prospectuspursuant to its resolution dated [●]. The IPO Committee had approved and authorized this Prospectuspursuant to its resolution dated [●].5. The Company has obtained in-principle listing approvals dated [●] and [●], from the BSE and the NSE,respectively.6. The Company has also obtained necessary contractual approvals required for the Issue.Approvals for the BusinessWe require various approvals to carry on our business in India. The approvals that we require include thefollowing.Approvals obtained by our CompanyTax RegistrationsS. No. No./Description ofPermit/License1. PAN AACCB9831F underTHE Income Tax Act, 19612. TAN CALB09132E under theIncome Tac Act, 19613. Service Tax Registration no.AACCB9831FST0014. Certificate Registration no.TG769 issued under theCentral Sales Tax(Regstration and Turnover)Issuing Authority Date of Issue Valid UptoIncome Tax Department Not Available Valid until cancelledIncome Tax Department Not Available Valid until cancelledOffice of the AssistantCommissioner, Service TaxCommissionerate, KolkataGovernment of JharkhandCommercial TaxesDepartment11 August 2008 Valid until cancelled23 March 2007 Valid until cancelled265

S. No. No./Description ofPermit/LicenseRules, 19575. Certificate of Registration no.(TIN - CST) 20812205347under the Central Sales TaxAct, 19566. Certificate of Registration no.(TIN - CST) 19892511072under the section 7(1)/7(2) ofthe Central Sales Tax Act,19567. Certificate of Registration no.(TIN) 09350008623 underthe Uttar Pradesh ValueAdded Tax Act, 2007 andUPVAT Rules, 20078. Certificate of registration no.19892511072 under the WestBengal Value Added TaxRules, 20059. Certificate of Registration no.5325 (SG) under the CentralSales Tax (Registration andTurnover) Rules, 1957.10. Certificate of Registration(TIN) – 10293197002).Under Section 19 of the BiharValue Added Tax Act, 200511. Certificate of Registration(TIN-CST – 10293197196).Company registered as adealer u/s 7(1) & 7(2) ofCentral Sales Tax Act, 1956.Issuing Authority Date of Issue Valid UptoGovernment of JharkhandCommercial TaxesDepartmentDepartment of CommercialTaxes, Government of UttarPradeshDepartment of CommercialTaxes, Government of UttarPradesh23 March 2007 Valid until cancelled1 April 2005 Valid until cancelled22 January 2009 Valid until cancelledSales Tax Officer, Siliguri 1 April 2005 Valid until cancelledCommercial Tax Officer,SiliguriAssistant Commissioner ofCommercial Taxes, HajipurAssistant Commissioner ofCommercial Taxes, Hajipur18 October 2000 Valid until cancelled14 February200714 February2007Valid until cancelledValid until cancelledBranch LicenseS. No. No./Description ofPermit/License1. Commercial LicenceCertificate No 01-03-07041 forGeneral Trading activitiesIssuing Authority Date of Issue Valid UptoSharjah Airport InternationalFree Zone, Government ofSharjah5 March 2009 Valid until 4 March2011Identificiation Number - Overseas Direct Investment (ODI)On 20 February 2009, our Company had filed Form ODI through IDBI Bank Ltd. (Authorised Dealer) inconnection with setting up a wholly owned subsidiary (“WOS”) in U.A.E. under the automatic route in terms ofFEMA 120/RB-2004 dated 7 July 2004. Thereafter, the Reserve Bank of India responded vide Letter No.FE.CO.OID.27683/19.10.166/2008-2009 dated 20 April 2009 allotting an Identification number to the WOS asCAWAZ20090218 to be used for all correspondence with the Reserve Bank in respect of the WOS.Labour RegistrationsS. No. No./Description ofPermit/License1. Employee Provident Fundallotment of Code No.WB/PRB/42274 andMiscellaneous Provisions Act,Issuing Authority Date of Issue Valid UptoOffice of the Regional 6 March 2007 NAProvidentFundCommissioner, West Bengal266

19522. Registration no. NF/41-33596-90/Ins IV under E.S.I. Act,1948 and Registration ofEmployees of the Factories andEstablishments u/s 1(5) of theAct as amended.Quality CertificationRegional Office ofEmployees‟ State InsuranceCorporation, Kolkata31 October 2007 NAS. No. No./Description ofPermit/License1. Certificate No. I/QSC-2444 NS-EN ISO 9001: 2000/ISO9001:2000 for civil, mechanical,electrical engineering jobs andconstruction of roads, buildingsand bridges.Issuing Authority Date of Issue Valid UptoKvalitet Veritas QualityAssurance28 July 2008 27 July 2011Approvals for our business / factoryS. No. No./Description ofPermit/License1. Certificate of Importer-Exporter Government of India,Code IEC No. 0207003009 Ministry of Commerce2. Certificate of Enrolment No. Office of the CommissionerECW/0056367 under the West of Professional Tax,Bengal State Tax on Professions, Kolkata, West BengalTrades, Callings andEmployments Act, 19793. Registration No. Kol/Park/P- Office of RegisteringII/42759/07 for registration as a Authority, Government ofCommercial Establishment, under West Bengalthe West Bengal Shops andEstablishments Act, 19634. Registration No. IG2591 for Chief Inspector, UP Shopsregistration under the Uttar & EstablishmentsPradesh Shops and Department, Ministry ofEstablishments ActLabour, Uttar Pradesh5. Registration-cum-Membership Executive Director, ProjectsCertificateno. Exports Promotion CouncilPEPC/RCM/PE/203/03/10 of the of India (Ministry ofProjects Exports Promotion Commerce & Industry)Council of India6. License No. 0041 7104 6832 Kolkata MunicipalCertificate of Enlistment, Non Corporation LicenseResidential Use (with A.C. Departmentsupply), Water Supply & Changeof Firm Name.7. Certificate of Membership Federation of Indian Microand Small & MediumEnterprises, New Delhi8. License No. R-243896 u/s 177(4) PatnaMunicipalof the Patna Municipal CorporationCorporation Act for Taxes onTrades of Professions Callingsand EmploymentsIssuing Authority Date of Issue Valid Upto4 May 2007 NA3 May 2007 NA16 October 2007 Renewal application tobe filed within 3 yearsfrom date ofregistration4 June 2010 Valid for 2014-201529 March 2010 Valid until 31 March201026 March 2010NALast date ofrenewal 31December 20082010 Valid until 201130 March 2010 Valid until 20119. Letter from Ministry of External Ministry of External Affairs 8 October, 2009 NA267

S. No. No./Description ofPermit/LicenseAffairs to the Embassy of the LaoPeople‟s Democratic Republic,New Delhi confirming theappointment of Mr. MannojKumar Jain as Honorary Consulof Law PDR in KolkataIssuing Authority Date of Issue Valid UptoProject related Approval1. Public Works Department / Mackintosh Burn Limited, Webt Bengal for Widening and strengtheningof Tamluk Contai Road (SH-4) 30 th Kmp. (Bajaberia) to 62 nd Kmp (Contai) under the financialassistance from Central Road Fund in Medinipur, West BengalS. No. No./Description ofPermit/License1. Registration no.01/08/CL/L/ALC/CONT/DTDunder Contract Labour(Regulations and Abolition) Actand West Bengal Rules 1972Issuing Authority Date of Issue Valid UptoAssistantLabourCommissioner Contai, Purba,Medinipur29 May 2008Renewed on 18June 2009 upto 31December 2009NARenewed on 19March 2010 till 31December 20102. IRCON International Limited, Bihar for improvement / upgradation of existing road of StateHighways into 2 lane roads in the Samastipur districtS. No. No./Description of Permit/License IssuingAuthority1. License No. L-171/2007/ALCII under Regional LabourContract Labour (Regulations and CommissionerAbolition) Act(Central), PatnaDate of IssueValid Upto16 June 2007 Valid upto 15 July 2008.Renewal pending.3. IRCON International Limited, Bihar for improvement / upgradation of existing road of StateHighways into 2 lane roads in the Darbhanga DistrictS. No./Description of Permit/License Issuing Authority Date ofNo.Issue1. License No. L-276/2007/ALCII under Regional Labour 17Contract Labour (Regulations and Abolition) Commissioner DecemberAct(Central), Patna 20072. Application for registration under the Assistant Labour 25Building and Other Construction Workers Commissioner, November(Regulation of Employment and Conditions Building and Other 2009of Service) ActConstruction Works,PatnaValid UptoValid upto 16 December2010Registration pending4. Road Construction Department, Bihar for Improvement of Roads in Motihari & Dhaka DivisionS. No. No./Description of Permit/License Issuing Authority Date of Issue Valid Upto1. Application for registration under the Assistant Labour 15 December 2009 Registration pendingBuilding and Other Construction Workers Commissioner,(Regulation of Employment and Building and OtherConditions of Service) ActConstructionWorks, Patna2. Application for Licence for 20 workers Licensing Officer, 17 December 2009 Licence pending268

under the Contract Labour (Regulationand Abolition) Act, 1970Regional LabourCommissioner(Central), Patna5. Central Public Works Department, Bihar for Development of State Highways in the State OfBihar under (RSVY) Package No. 12B; District(s) East & West Champaran. I) MotihariTurkaulia Govindganj Road (SH –54)-6.6 KM ii) Bettia –Areraj Road (SH –54)- 35.5 KM andCentral Public Works Department, Bihar for development of State Highways in the State ofBihar under Rashtriya Sam Vikas Yojna (RSVY); SH:-c/o Bridges, Package No. 08Cb (District-East/ West Champaran)S. No. No./Description of Permit/License Issuing Authority Date of Issue Valid Upto1. Application for Licence for 20 workers Licensing Officer, 20 November Licence pendingunder the Contract Labour (Regulation and Regional Labour 2009Abolition) Act, 1970Commissioner(Central), Patna2. Application for registration under the Assistant Labour 17 December Registration pendingBuilding and Other Construction Workers Commissioner, 2009(Regulation of Employment and Building and OtherConditions of Service) ActConstruction Works,Patna6. Uttar Pradesh Rajkiya Nirman Nigam Limited, Uttar Pradesh for Construction of MedicalCollege for AmbedkarnagarS. No./Description of Permit/License Issuing Authority Date of Issue Valid UptoNo.1. Application for Registration for Labour Officer, 5 September Licence pendingemploying contract labour under theContract Labour (Regulation andAbolition) Act, 1970Ambedkarnagar 20097. Westinghouse Saxby Farmer Limited (“Westinghouse”) has from time to time, subcontracted variouswork orders to us following other projects which has been assigned to our company:(a) Westinghouse Saxby Farmer Ltd./ PWD, West Bengal for Widening and Strengthening of Road inPanskura - Durgachowk Road on SH-4 from 29.90 Km to 62.10 Km in ther Dist of PurbaMidnapur;(b) Westinghouse Saxby Farmer Ltd./PWD, West Bengal for Widening and strengthening of Road inSaptagram-Tribeni-Kalna-Katwa Road (SH-6) from 33.88 Km to 83 Km in the dist of Burdwan;(c) Westinghouse Saxby Farmer Ltd., West Bengal in Panagarh, W.B.; and(d) Westinghouse Saxby Farmer Ltd., West Bengal for Strenghthening of Kuli Moregram Road 25Km to 37 Km.We are in receipt of a letter dated 22 June 2010 from Westinghouse, whereby they have undertaken totake all necessary approvals and licences in relation to the projects mentioned above.Intellectual Property Related ApprovalsThe company had applied for and has procured the following Certificates of Registration under Section 23(2) ofthe Trade Marks Act, 1999 read with Rule 62(1) of the Trade Marks Rules:Our trademark along with the logo has been readvertised in the Trademark Journal No. 1412-0.S. No. Trade Mark Number ApplicationDateMark ProtectedClass1. 1608115 4 October 2007 Logo and “Prominence ThroughExcellence”Class 37269

S. No. Trade Mark Number ApplicationDateMark ProtectedClass2. 1608115 4 October 2007 Logo and “Prominence ThroughExcellence”Class 36270

Authority for the IssueOTHER REGULATORY AND STATUTORY DISCLOSURESThe Issue of Equity Shares has been authorized by the resolution of the Board of Directors at their meeting heldon 12 October 2009 subject to the approval of the shareholders through a special resolution to be passedpursuant to Section 81(1A) of the Companies Act. The shareholders have, at the Extra Ordinary GeneralMeeting of our Company held on 30 November 2009, approved the Issue.The Bombay Stock Exchange Limited and the National Stock Exchange of India Limited has given in-principleapproval for the Issue on [] and [] respectively. [●] is the Designated Stock Exchange.Prohibition by SEBI, RBI or Governmental AuthoritiesOur Company, our Directors, our Promoters, the Promoter Group, or the person(s) in control of the Companyhave not been prohibited from accessing or operating in the capital markets or restrained from buying, selling ordealing in securities under any order or direction passed by SEBI or the RBI or any other regulatory orgovernmental authority. The listing of any securities of our Company has never been refused at anytime by anyof the stock exchanges in India.The companies, with which any of the Promoters, Directors or persons in control of the Company are or wereassociated as promoters, directors or persons in control, have not been prohibited from accessing or operating incapital markets under any order or direction passed by SEBI or the RBI or any other regulatory or governmentalauthority.None of the Directors are associated in any manner with any entities, which are engaged in securities marketrelated business and are registered with the SEBI for the same. Neither our Company, Directors, our Promotersand the relatives of the Promoters (as defined under the Companies Act), have been identified as wilfuldefaulters by RBI / government authorities and there are no violations of securities laws committed by them inthe past or pending against them.Eligibility for this IssueOur Company is eligible for the Issue in accordance with Regulation 26(1) of the SEBI Regulations as explainedunder, with the eligibility criteria calculated in accordance with unconsolidated financial statements underIndian GAAP:• Our Company has net tangible assets of at least Rs. 300 lakhs in each of the preceding three full years ofwhich not more than 50% is held in monetary assets;• Our Company has a track record of distributable profits in accordance with Section 205 of Companies Act,for at least three of the immediately preceding five years;• Our Company has a net worth of at least Rs. 100 lakhs in each of the three preceding full years;• The aggregate of the proposed Issue size and all previous issues made in the same financial year in terms ofsize (i.e. offer through the offer document + firm allotment + promoter‟s contribution through the offerdocument) is not expected to exceed five times the pre-Issue net worth of our Company as per the auditedbalance sheet of the last financial year;• Our Company has not changed its name in the last fiscal year.Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, we undertake that the number ofAllottees in the Issue shall be least 1,000. Otherwise the entire application money shall be refunded forthwith. Incase of delay, if any, in refund, the Company shall pay interest on the application money at the rate of 15% p.a.for the period of delay.271

In terms of the certificate issued by M/s. R. K. Chandak & Co., Chartered Accountants, dated 28 June 2010, ourCompany satisfies the aforementioned eligibility criteria as follows. The Company‟s net tangible assets,monetary assets, net profit and net worth derived from our Audit Report for the last five years ended 31 March2009 and for the nine months ended 31 December 2009 are set forth below:(Rs. In Lacs)31December200931 March200931 March200831 March200731 March200631 March2005Net Tangible Assets(3)74,122.59 43,096.40 24,132.49 9,930.44 3,314.14 2,941.27Monetary Assets (4) 3304.99 2057.42 1823.75 221.76 76.31 83.99Monetary Assets as aPercentage of NetTangible Assets4.46 4.77 7.56 2.23 2.30 2.86Distributable Profits4,125.46 3,319.35 1,901.00 943.27 187.93 299.02(1)Net Worth, as restated18,920.74 1,2730.21 4,793.01 2,431.35 1,263.98 849.48(2)(1) Distributable profits‟ have been defined in terms of Section 205 of the Companies Act(2) Networth has been defined as the aggregate of equity share capital and reserves, excluding preferenceshare redemption reserve and miscellaneous expenditure, if any.(3) Net tangible assets means the sum of all new assets of the Company excluding intangible assets as definedin Accounting Standard 26 issued by Institute of Chartered Accountants of India.(4) Monetary assets comprise of cash and bank balances and public deposit accounts with the Government.Compliance with Part A of Schedule VIII of the ICDR RegulationsOur Company is in compliance with the provisions specified in Part A of Schedule VIII of the ICDRRegulations.DISCLAIMER CLAUSE OF SEBIAS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTEDTO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRFAT REDHERRING PROSPECTUS TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUEDTHAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANYRESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THEPROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESSOF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRINGPROSPECTUS. THE BOOK RUNNING LEAD MANAGER HAS CERTIFIED THAT THEDISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLYADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THISREQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FORMAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLYUNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THECORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THEOFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISEDUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITYADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, IDBI CAPS, SBI CAPS ANDKEYNOTE HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED [•] WHICHREADS AS FOLLOWS:“WE, THE BOOK RUNNING LEAD MANAGER TO THE ABOVE MENTIONED FORTHCOMINGISSUE, STATE AND CONFIRM AS FOLLOWS:A. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TOLITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH272

COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THEFINALISATION OF THE RED HERRING PROSPECTUS PERTAINING TO THE ISSUE.B. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY,ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENTVERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER,PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THEDOCUMENTS, AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRMTHAT:a. THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS INCONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TOTHE ISSUE;b. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE ISSUE AS ALSO THEREGULATIONS, GUIDELINES, INSTRUCTIONS, ETC., FRAMED/ISSUED BY SEBI, THEGOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVEBEEN DULY COMPLIED WITH; ANDc. THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE,FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMEDDECISION AS TO THE INVESTMENT IN THE ISSUE AND SUCH DISCLOSURES ARE INACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THESECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL ANDDISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLELEGAL REQUIREMENTS.C. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THEDRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILLDATE SUCH REGISTRATIONS ARE VALID.D. WHEN UNDERWRITTEN WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THEUNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS.E. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FORINCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTER‟S CONTRIBUTIONSUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OFPROMOTER‟S CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED/ SOLD/TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATEOF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATEOF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRINGPROSPECTUS.F. WE CERTIFY THAT REGULATION 33 OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO SECURITIES INELIGIBLEFOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIEDWITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE CLAUSE HAVEBEEN MADE IN THE DRAFT RED HERRING PROSPECTUS.G. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND(D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGEBOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTSHAVE BEEN MADE TO ENSURE THAT PROMOTERS‟ CONTRIBUTION ANDSUBSCRIPTION FROM ALL FIRM ALLOTTEES WOULD BE RECEIVED AT LEAST ONEDAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS‟CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WEFURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THATPROMOTERS‟ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A273

SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANYALONG WITH THE PROCEEDS OF THE ISSUE. – NOT APPLICABLEH. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THEFUNDS ARE BEING RAISED IN THE ISSUE FALL WITHIN THE „MAIN OBJECTS‟ LISTED INTHE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE ISSUER ANDTHAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID INTERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.I. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THATTHE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANKACCOUNT AS PER THE PROVISIONS OF SECTION 73(3) OF THE COMPANIES ACT, 1956AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTERPERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THEPROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTOBETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINSTHIS CONDITION TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THISCONDITION. – NOTED FOR COMPLIANCEJ. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRINGPROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE EQUITYSHARES IN DEMAT OR PHYSICAL MODE. – NOT APPLICABLEK. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THESECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2009, AS AMENDED HAVE BEEN MADE IN ADDITIONTO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THEINVESTOR TO MAKE A WELL INFORMED DECISION.L. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFTRED HERRING PROSPECTUS:a. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME THERE SHALL BEONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY, ANDb. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCHDISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TOTIME.M. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TOADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILEMAKING THE ISSUE.N. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEENEXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND ORTHE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISKFACTORS, PROMOTER‟S EXPERIENCE, ETC.O. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITHTHE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009,CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUSOF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERETHE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.”The filing of the Draft Red Herring Prospectus does not, however, absolve the Company from anyliabilities under Section 63 or 68 of the Companies Act, 1956 or from the requirement of obtaining suchstatutory or other clearances as may be required for the purpose of the proposed Issue. SEBI further274

eserves the right to take up, at any point of time, with the Book Running Lead Manager anyirregularities or lapses in the Draft Red Herring Prospectus.All legal requirements pertaining to the issue will be complied with at the time of filing of the RedHerring Prospectus with the Registrar of Companies, Mumbai, in terms of Section 56, Section 60 andSection 60B of the Companies Act.DISCLAIMER STATEMENT FROM OUR COMPANY AND THE BOOK RUNNING LEADMANAGERThe Company, the Directors and the Book Running Lead Manager accepts no responsibility for statementsmade otherwise than in this Draft Red Herring Prospectus or in the advertisement or any other material issuedby or at the instance of the Company and that anyone placing reliance on any other source of information,including the Company‟s website www.jaingroup.co.in or the website of our Subsidiary or the website of ourPromoter, any Group Entity, any member of the Jain Group or any other affiliate of our Company would bedoing so at his or her own risk.CautionThe BRLMs accepts no responsibility, save to the limited extent as provided in the Engagement Letter enteredinto between the BRLMs and our Company and the Underwriting Agreement to be entered into between theUnderwriters and our Company.All information shall be made available by the Company and the BRLMs to the public and investors at large andno selective or additional information would be available for a section of the investors in any mannerwhatsoever including at road show presentations, in research or sales reports, at bidding centers or elsewhere.Neither the Company, its Directors and officers, nor any member of the Syndicate are liable for any failure indownloading the Bids due to faults in any software/hardware system or otherwise.Investors that Bid in the Issue will be required to confirm and will be deemed to have represented to ourCompany and the Underwriters and their respective directors, officers, agents, affiliates and representatives thatthey are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Sharesand will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicablelaws, rules, regulations, guidelines and approvals to acquire Equity Shares. The Company and the Underwritersand their respective directors, officers, agents, affiliates and representatives accept no responsibility or liabilityfor advising any investor on whether such investor is eligible to acquire Equity Shares of the Company.The BRLMs and their respective associates and affiliates may engage in transactions with, and perform servicesfor, our Company, affiliates or associates or third parties in the ordinary course of business and have engaged, ormay in future engage, in investment banking transactions with our Company, affiliates or associates or thirdparties, for which they have received, and may in future receive, compensation.Disclaimer in respect of jurisdictionThis Issue is made in India to persons resident in India (including Indian nationals resident in India who aremajors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India andauthorized to invest in equity shares, Indian Mutual Funds registered with the SEBI, Indian financialinstitutions, commercial banks and regional rural banks, co-operative banks (subject to RBI permission), trusts(registered under Societies Registration Act, 1860, or any other trust law and are authorized under theirconstitution to hold and invest in equity shares) and to Eligible NRIs and FIIs as defined under the Indian Lawsand other eligible foreign investors (i.e., FVCIs, multilateral and bilateral development financial institutions).This Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe toequity shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an offer orinvitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes isrequired to inform himself or herself about and to observe any such restrictions.Any disputes arising out of this Issue will be subject to the jurisdiction of courts in Kolkata, India only. Noaction has been or will be taken to permit a public offering in any jurisdiction where action would be requiredfor that purpose, except that the Draft Red Herring Prospectus has been submitted to the SEBI for its275

observations. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly orindirectly, and this Draft Red Herring Prospectus may not be distributed in any jurisdiction, except inaccordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft RedHerring Prospectus nor any sale hereunder shall, under any circumstances create any implication that there hasbeen no change in the affairs of the Company since the date hereof or that the information contained herein iscorrect as of any time subsequent to this date.The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, (the“Securities Act”) or any state securities laws in the United States and may not be offered or sold withinthe United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S underthe Securities Act). Accordingly, the Equity Shares will be offered and sold only outside the United Statesin compliance with Regulation S of the Securities Act and the applicable laws of the jurisdiction wherethose offers and sales occur.Disclaimer Clause of the Bombay Stock Exchange Limited (BSE)As required, a copy of the Draft Red Herring Prospectus has been submitted to BSE. The BSE has given vide itsletter dated [•], permission to the Company‟s to use the Exchange‟s name in the Draft Red Herring Prospectus asone of the stock exchange on which this Company‟s securities are proposed to be listed. The BSE hasscrutinized the Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter ofgranting the aforesaid permission to this Company. BSE does not in any manner:i. warrant, certify or endorse the correctness or completeness of any of the contents of the Draft RedHerring Prospectus; orii.iii.warrant that this Company‟s securities will be listed or will continue to be listed on the BSE; ortake any responsibility for the financial or other soundness of this Company, its Promoters, itsmanagement or any scheme or project of this Company;and it should not for any reason be deemed or construed that the Draft Red Herring Prospectus has been clearedor approved by the BSE. Every person who desires to apply for or otherwise acquires any securities of thisCompany may do so pursuant to independent inquiry, investigation and analysis and shall not have any claimagainst BSE whatsoever by reason of any loss which may be suffered by such person consequent to or inconnection with such subscription / acquisition whether by reason of anything stated or omitted to be statedherein or any other reason whatsoever.Disclaimer Clause of the National Stock Exchange of India Limited (NSE)As required, a copy of the Draft Red Herring Prospectus has been submitted to NSE. NSE has given vide itsletter dated [•] permission to the Issuer to use NSE‟s name in the Draft Red Herring Prospectus as one of thestock exchanges on which the Company‟s securities are proposed to be listed. The NSE has scrutinized the DraftRed Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaidpermission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should notin any way be deemed or construed that the Draft Red Herring Prospectus has been cleared or approved by NSEnor does not it in any manner warrant, certify or endorse the correctness or completeness of any of the contentsof the Draft Red Herring Prospectus; nor does it warrant that this Issuer‟s securities will be listed or willcontinue to be listed on the NSE; nor does it take any responsibility for the financial or other soundness of thisIssuer, its Promoters, its management or any scheme or project of this Issuer.Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant toindependent inquiry, investigation and analysis and shall not have any claim against the NSE whatsoever byreason of any loss which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.FilingA copy of the Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department, PlotNo. C4-A, G Block, Bandra Kurla Complex, Bandra East, Mumbai – 400 051.276

A copy of the Draft Red Herring Prospectus, along with documents to be filed under Section 60 of the Act,would be delivered for registration to the Registrar of Companies located at Nizam Palace, 2nd MSO Building,3rd Floor, 234/4 A.J.C.Bose Road, Kolkata - 700 020.ListingThe Equity Shares issued though this Draft Red Herring Prospectus are proposed to be listed on the BSE and theNSE. Initial listing applications have been made to the BSE and the NSE for permission to list the Equity Sharesand for an official quotation of the Equity Shares of the Company. The [•] shall be the Designated StockExchange. In case the permission for listing of the Equity Shares is not granted by any of the above mentionedStock Exchanges, the Company shall forthwith repay, without interest, all moneys received from the applicantsin pursuance of the Red Herring Prospectus. If such money is not repaid within 8 days after the day from whichthe Issuer becomes liable to repay it or within 70 days from the Bid/ Issue Closing Date, whichever is earlier,then the Company and every director of the Company who is an officer in default shall, on and from expiry of 8days, be jointly and severally liable to repay that money with interest, at 15% per annum on the applicationmonies as prescribed under Section 73 of the Companies Act.Our Company with the assistance of the Book Running Lead Managers shall ensure that all steps for thecompletion of the necessary formalities for listing and commencement of trading at the Stock Exchangesmentioned above are taken within 12 Working Days of finalisation of basis of Allotment for the Issue.ConsentsThe written consents of the Promoters, the Directors, the Company Secretary and Compliance Officer, theAuditor, the legal advisors, the Book Running Lead Manager, the Syndicate Member, the Registrar to the Issue,the Underwriter and the Bankers to the Company to act in their respective capacities, have been obtained andwill be filed along with a copy of the Red Herring Prospectus with RoC and have agreed that such consents havenot been withdrawn up to the time of delivery of the Prospectus for registration, is as required under Section 60and 60B of the Companies Act.M/s. R. K. Chandak & Co., Chartered Accountants, our statutory Auditors have given their written consent tothe inclusion of their report in the form and context in which it appears in this Draft Red Herring Prospectus andsuch consent and report will not been withdrawn up to the time of delivery of the Prospectus for registration tothe Registrar of Companies.M/s. R. K. Chandak & Co., Chartered Accountants have given their written consent to the statement of taxbenefits accruing to our Company and its members in the form and context in which it appears in this Draft RedHerring Prospectus and will not withdrawn such consent up to the time of delivery of the Prospectus forregistration with the Registrar of Companies.[•], the IPO Grading Agency engaged by us for the purpose of IPO Grading have given their consent as experts,pursuant to their letter dated [•] for the inclusion of their report in the form and content in which it will appearin the Red Herring Prospectus.Expert OpinionExcept the report of [•] in respect of the IPO grading of this Issue annexed herewith, the Company has notobtained any expert opinions.Expenses of the IssueThe total expenses of the Issue are estimated to be approximately Rs. [●] Lacs. The expenses of the Issuepayable by our Company includes, among others, brokerage, fees payable to the Book Running Lead Managerto the Issue and Registrar to the Issue, legal fees, stamp duty, printing and distribution expenses and listing feesand other miscellaneous expenses estimated as follows:Particulars Amounts* As percentageof total expensesLead management fees (including, underwritingAs a percentageof Issue size277

commission, brokerage and selling commission)Registrar to the IssueAdvisorsBankers to the IssueOthers:- Printing and stationery- Listing fees- Advertising and marketing expenses- IPO Grading Fees- OthersTotal estimated Issue expenses*Would be incorporated post finalization of Issue PriceFees payable to the BRLMs and the Syndicate MembersThe total fees, brokerage and selling commissions payable to the BRLMs and the Syndicate Members (includingunderwriting commission and selling commission) will be as per their respective engagement letters issued byour Company, copies of which are available for inspection at our Registered Office.Fees payable to the Registrar to the IssueThe total fees payable to the Registrar to the Issue for processing of application, data entry, printing ofCAN/refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as perthe Memorandum of Understanding signed with between the Company and the Registrar to the Issue, a copy ofwhich is available for inspection at our Registered Office.The Registrar to the Issue will also be reimbursed with all relevant out-of-pocket expenses such as cost ofstationery, postage, stamp duty, communication expenses. Adequate funds will be provided to the Registrar tothe Issue to enable them to make refunds to unsuccessful applicants.Previous public or rights issuesOur Company has not made any public or rights issue since its inception.Previous issue of shares otherwise than for cashPlease refer to the section titled „Capital Structure‟ and „History and Corporate Matters‟ beginning on pages 23and 101 respective of this Draft Red Herring Prospectus for details of shares issued otherwise than for cash.Underwriting commission, brokerage and selling commission on Previous IssuesSince this is the initial public offer of the Company, no sum has been paid or has been payable as commission orbrokerage for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares sinceour inception.Outstanding debentures or bond issuesAs on the date of filing this Draft Red Herring Prospectus, our Company does not have any outstandingdebentures or has made any bond issue.Outstanding Preference SharesAs on the date of filing this Draft Red Herring Prospectus, our Company does not have any outstandingpreference shares.Particulars in regard to the Company and other listed companies under the same management within themeaning of Section 370(1) (b) of the Companies Act which made any capital issue during the last threeyears278

There are no listed companies under the same management within the meaning of Section 370(1)(b) of theCompanies Act that made any capital issue during the last three years.Partly Paid-Up SharesThere are no partly paid-up Equity Shares of our Company.Promises v. PerformanceOur Company has not made any public or rights issue since its inception. None of our Group Companies,associates and subsidiaries of the Company have made any public issue since their respective dates of inception.Option to SubscribeEquity Shares being offered through the Red Herring Prospectus can be applied for in dematerialized form only.Stock Market DataThis being the first public issue of the Equity Shares of our Company, the Equity Shares of our Company are notlisted on any stock exchange and hence no stock market data is available.Disclosure on Investor Grievances and Redressal SystemThe MoU between the Registrar to the Issue and our Company entered on 3 May 2010 provides for retention ofrecords with the Registrar to this Issue for a period of at least three years from the last date of dispatch of theletters of allotment, demat credit and making refunds as per the modes disclosed to enable the investors toapproach the Registrar to this Issue for redressal of their grievances.All grievances relating to this Issue may be addressed to the Registrar to the Issue, giving full details such asname, address of the applicant, application number, number of Equity Shares applied for, amount paid onapplication, DP ID and the name of the Depository Participant and the bank branch or collection center wherethe application was submitted.All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name,address of the applicant, application number, number of Equity Shares applied for, amount paid on applicationand the Designated Branch of the SCSB where the ASBA BCAF was submitted by the ASBA Bidders.We estimate that the average time required by us or the Registrar to the Issue for the redressal of routineinvestor grievances will be ten business days from the date of receipt of the complaint. In case of non-routinecomplaints and complaints where external agencies are involved, we will seek to redress these complaints asexpeditiously as possible. The Company has also constituted an Investors‟ Grievance Committee to review andredress the shareholders and investor grievances such as transfer of Equity Shares, non-recovery of balancepayments, declared dividends, approve subdivision, consolidation, transfer and issue of duplicate shares.Our Company has appointed Mr. Sumit Surana, Company Secretary as the Compliance Officer and he may becontacted at sumit.surana@jaingroup.co.in, Tel: +91 33 4002 7777, Fax: +91 33 4002 7744, Email:investorgrievances@jaingroup.co.in for redressal of any complaints.Changes in the Auditors during last three years and reasons thereofThere has been no change in our auditors in the last 3 years.Capitalisation of reserves or profits during the last five yearsOur Company has not issued bonus to the existing shareholders of the Company.Revaluation of assets during the last five yearsOur Company has not revalued its assets since inception.279

SECTION VII : ISSUE INFORMATIONTERMS OF THE ISSUEThe Equity Shares being offered are subject to the provisions of the Companies Act, the Memorandum andArticles of Association of the Company, conditions of RBI approval, if any, the terms of the Red HerringProspectus and Prospectus, Bid cum Application Form, ASBA BCAF, the Revision Form, ASBA RevisionForm, the CAN and other terms and conditions as may be incorporated in the Allotment Advice, and otherdocuments/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject tolaws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and tradingof securities issued from time to time by SEBI, Government of India, Stock Exchanges, RBI, RoC and / or otherauthorities, as in force on the date of the Issue and to the extent applicable.Ranking of Equity SharesThe Equity Shares being offered shall be subject to the provisions of the Memorandum and Articles ofAssociation and shall rank pari passu in all respects with the existing Equity Shares of the Company includingin respect of the rights to receive dividends. The Allotees in receipt of Allotment of Equity Shares under thisIssue will be entitled todividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For furtherdetails, please see “Main Provisions of the Articles of Association” beginning on page 320 of this Red HerringProspectus.Mode of payment of dividendWe shall pay dividend to our shareholders as per the provisions of the Companies Act.Face Value and Issue PriceThe Equity Shares with a face value of Rs.10 each are being offered in terms of this Red Herring Prospectus at aprice of Rs. [●] per Equity Share. The Anchor Investor Issue Price is [•]Compliance with SEBI RegulationsThe Company, to the extent applicable, shall comply with all disclosure and accounting norms as specified bySEBI from time to time.Rights of the Equity ShareholderSubject to applicable laws, the equity shareholders shall have the following rights:• Right to receive dividend, if declared;• Right to attend general meetings and exercise voting powers, unless prohibited by law;• Right to vote on a poll either in person or by proxy;• Right to receive offers for rights shares and be allotted bonus shares, if announced;• Right to receive surplus on liquidation subject to any statutory and other preferential claims beingsatisfied;• Right of free transferability; and• Such other rights, as may be available to a shareholder of a listed public company under the CompaniesAct the terms of the listing agreements executed with the Stock Exchanges, and the Memorandum andArticles of Association of the Company.280

For a detailed description of the main provisions of the Articles of Association such as those dealing with votingrights, dividend, forfeiture and lien, transfer and transmission and / or consolidation / splitting, please refer tothe section titled “Main provision of the Articles of Association of the Company” beginning on page 320 of thisDraft Red Herring Prospectus.Market LotUnder Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. Interms of existing SEBI ICDR Regulations, the trading in the Equity Shares shall only be in dematerialized formfor all investors. Since trading of the Equity Shares is in dematerialized mode, the tradable lot is one EquityShare. Allocation and allotment of Equity Shares through this Issue will be done only in electronic form, inmultiple of one Equity Share, subject to a minimum allotment of [•] Equity Shares. For details of allocation andallotment, please refer to the section titled “Issue Procedure” beginning on page 288 of this Draft Red HerringProspectus.JurisdictionExclusive jurisdiction for the purpose of this Issue is with competent courts / authorities in Mumbai,Maharashtra, India.Nomination Facility to the InvestorIn accordance with Section 109A of the Companies Act, the sole or first bidder, along with other joint bidder,may nominate any one person in whom, in the event of the death of sole bidder or in case of joint bidders, deathof all the bidders, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee,entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or shewere the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make anomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event ofhis or her death during the minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation ofequity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the mannerprescribed. Fresh nomination can be made only on the prescribed form available on request at the Company‟sRegistered / Corporate Office or to our Registrar and Transfer Agents.In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of theprovisions of Section 109A of the Companies Act, shall upon the production of such evidence as may berequired by the Board, elect either:1. to register himself or herself as the holder of the Equity Shares; or2. to make such allotment of the Equity Shares, as the deceased holder could have made.Further, the Board may at any time give notice requiring any nominee to choose either to be registered himselfor herself or to allot the Equity Shares, and if the notice is not complied with within a period of ninety days, theBoard may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of theEquity Shares, until the requirements of the notice have been complied with.Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode, there is noneed to make a separate nomination with us. Nominations registered with respective depositoryparticipant of the applicant would prevail. If the investors require changing the nomination, they arerequested to inform their respective depository participant.Minimum SubscriptionIf we do not receive the minimum subscription of 90% of the Issue including devolvement of Underwriterswithin 60 days from the date of closure of the Issue, the Company shall forthwith refund the entire subscriptionamount received. If there is a delay beyond 8 days after the Company becomes liable to pay the amount, theCompany shall pay interest as prescribed under Section 73 of the Companies Act.Further, in accordance with Clause 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the281

number of prospective allottees to whom the Equity Shares will be Allotted will be not less than 1,000.Arrangement for disposal of odd lotThe Equity Shares will be traded in dematerialized form only and therefore the marketable lot is one (1) EquityShare. Hence, there is no possibility of any odd lots.Restriction on transfer of Equity SharesExcept for lock-in as detailed in “Capital Structure – Promoters Contribution and Lock-in” beginning on page23 of this Red Herring Prospectus, and except as provided in the Articles of Association, there are norestrictions on transfers of Equity Shares. Anchor Investors, if any shall be locked in for a period of 1 monthfrom the date of its Allotment. There are no restrictions on transfers of debentures except as provided in theArticles of Association. There are no restrictions on transmission of Equity Shares and on their consolidation/splitting except as provided in the Articles of Association. Please see “Main Provisions of the Articles ofAssociation” beginning on page 320 of this Red Herring Prospectus282

ISSUE STRUCTUREPublic Issue of [•] Equity Shares of face value of Rs. 10 each for cash at a price of Rs. [•] per Equity Share(including share premium of Rs. [•] per Equity Share) aggregating Rs. [•] lacs, comprising of an Issue of [•]Equity Shares (hereinafter referred to as the “Issue”).The Issue will constitute [•] % of the total post issue paid-up equity capital of the Company. The Issue is beingmade through the 100% Book Building Process:ParticularsQualified InstitutionalBidders#Non-InstitutionalBiddersRetail IndividualBiddersNumber of EquityShares*Not more than [•] EquityShares or Issue lessallocation to Non-Institutional Bidders andRetail Individual BiddersNot less than [•] EquityShares shall be availablefor allocationNot less than [•] EquityShares shall be availablefor allocationPercentage of the IssueSize available forallocationNot more than 50% (ofwhich 5% (excludingAnchor Investor Portion)shall be reserved forMutual Funds) of theIssue less allocation toNon- InstitutionalBidders and RetailIndividual BiddersNot less than 15% of theIssue or the Issue lessallocation to QIB Biddersand Retail IndividualBiddersNot less than 35% ofthe Issue or the Issueless allocation to QIBBidders and Non-Institutional BiddersBasis of allocation, ifrespective category isoversubscribedProportionate (except forAnchor Investors) asfollows:ProportionateProportionate(a) [•] Equity Shares,constituting 5% of theQIB portion, shall beavailable for allocation ona proportionate basis toMutual Funds;(b) [•] Equity Shares shallbe allotted on aproportionate basis to allQIBs including MutualFunds receiving283

ParticularsQualified InstitutionalBidders#Non-InstitutionalBiddersRetail IndividualBiddersallocation as per (a)aboveMinimum BidSuch number of EquityShares that the BidAmount exceeds Rs.1,00,000Such number of EquityShares that the BidAmount exceeds Rs.1,00,000[•] Equity SharesMaximum BidNot exceeding the size ofthe Issue subject toregulations as applicableto the BidderNot exceeding the size ofthe IssueSuch number of EquityShares so as to ensurethat the Bid Amount doesnot exceed Rs. 100,000Mode of Allotment Compulsorily indematerialized formCompulsorilydematerialized forminCompulsorilydematerialised forminBid Lot[•] Equity Shares and inmultiples of [•] EquityShares.[•] Equity Shares and inmultiples of [•] EquityShares.[•] Equity Shares and inmultiples of [•] EquityShares.Allotment Lot[●] Equity Shares and inmultiples of 1Equity Share thereafter.[●] Equity Shares and inmultiples of 1 EquityShare[●] Equity Sharesand in multiples of 1Equity Sharethereafterthereafter.Trading Lot One Equity Share One Equity Share One Equity ShareWho can Apply ** Public financialinstitutions as defined inSection 4A of theCompanies Act, FIIs andSub-Accounts (other thanSub- Accounts which areforeign corporates orforeign individuals),VCFs, FVCIs, MutualFunds, multilateraland bilateral financialinstitutions, scheduledcommercial banks, stateindustrial developmentcorporations, insurancecompanies registeredwith the IRDA, providentResident Indianindividuals, HUF (in thename of Karta),companies, corporatebodies, scientificinstitutions, societies,trustsandeligible/permitted Sub-Accounts which areforeign corporates orforeign individuals.Individuals (includingNRIs and HUFs in thename of karta)284

ParticularsQualified InstitutionalBidders#Non-InstitutionalBiddersRetail IndividualBiddersfunds and pension fundswith a minimum corpusof Rs. 250 million, theNIF and insurance fundsset up and managed byarmy, navy or air force ofthe Union of India,eligible for bidding in thisIssue.Terms of Payment Full Bid Amount onbidding##Full Bid Amount onbidding##Full Bid Amount onbidding### The Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis.One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to validBids being received from domestic Mutual Funds at or above the price at which allocation is beingdone to Anchor Investors. For further details, please see “Issue Procedure” beginning on page 288 ofthis Red Herring Prospectus.## In case of ASBA Bidders, the SCSB shall be authorised to block such funds in the bank account of the ASBABidders that are specified in the ASBA BCAF*Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in QIBs, Non-Institutional and Retail Individual categories would be allowed to be met with spillover inter-se fromany other categories, at the sole discretion of our Company, BRLMs and subject to applicableprovisions of SEBI Regulations.** In case the Bid Cum Application Form is submitted in joint names, the investors should ensure that the demataccount is also held in the same joint names and in the same sequence in which they appear in the BidCum Application Form.The number of prospective Allottees of Equity Shares in this Issue shall not be less than 1,000.285

Withdrawal of the IssueThe Company, in consultation with the BRLM, reserves the right not to proceed with the Issue at any time afterthe Bid/Issue Opening Date but before the Allotment, without assigning any reason thereof. In such an event theCompany shall issue a public notice in the newspapers, in which the pre-Issue advertisements were published,within two days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. TheCompany shall also inform the same to stock exchanges on which the Equity Shares are proposed to be listed. Inthe event that the Company decides not to proceed with the Issue after Bid/ Issue Closing Date and thereafterdetermines that it will proceed with an initial public offering of its Equity Shares, the Company shall file a freshdraft red herring prospectus with SEBI.Bidding Period/Issue PeriodBID/ISSUE OPENS ONBID/ISSUE CLOSES ON[●]*[●]***Our Company may consider participation by Anchor Investors in terms of the SEBI ICDR Regulations. The AnchorInvestor Bid/Issue Period shall be one day prior to the Bid/ Issue Opening Date.**Our Company may consider closing the Bidding by QIB Bidders 1 Working Day prior to the Bid/Issue Closing Datesubject to the Bid/Issue period being for a minimum of 3 Working Days.Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time)during the Bid/Issue Period as mentioned above at the bidding centers mentioned on the Bid cum ApplicationForm or, in case of Bids submitted through ASBA, the Designated Branches of the SCSBs except that on theBid/Issue Closing Date, Bids (excluding the ASBA Bidders) shall be accepted only between 10.00 a.m. and 3p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. in case of Bids by QIB Bidders, Non-InstitutionalBidders where the Bid Amount is in excess of Rs. 1,00,000 and (ii) 5.00 p.m. in case of Bids by RetailIndividual Investors which may be extended to such time as may be permitted by BSE and NSE. Due tolimitation of the time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised tosubmit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 3.00 p.m. (IndianStandard Time) on the Bid/Issue Closing Date. Bidders are requested to note that due to clustering of last dayapplications, as is typically experienced in public offerings, some Bids may not get uploaded on the last date.Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids not uploaded inthe book would be rejected. If such Bids are not uploaded, the Issuer, BRLM, Syndicate Member and the SCSBswill not be responsible. Bids will be accepted only on Business Days. Bids by ASBA Bidders shall be uploadedby the SCSB in the electronic system to be provided by the NSE and the BSE.On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading theBids received by Retail Individual Bidders after taking into account the total number of Bids received up to theclosure of timings for acceptance of Bid cum Application Forms and ASBA BCAF as stated herein and reportedby the BRLMs to the Stock Exchange within half an hour of such closure. In case of discrepancy in the dataentered in the electronic book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the286

details as per physical application form of that Bidder may be taken as the final data for the purpose ofallotment.In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical orelectronic Bid cum Application Form, for a particular ASBA Bidders, the Registrar to the Issue shall ask forrectified data from the SCSB.In case of revision in the Price Band, the Bidding Period shall be extended for three additional Working Daysafter such revision, subject to the Bidding Period not exceeding 10 Working Days. Any revision in the PriceBand, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the StockExchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs and theterminals of the other members of the Syndicate.In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical orelectronic Bid cum Application Form, for a particular ASBA Bidders, the Registrar to the Issue shall ask forrectified data from the SCSB.In case of revision in the Price Band, the Bidding Period shall be extended for three additional Working Daysafter such revision, subject to the Bidding Period not exceeding 10 Working Days. Any revision in the PriceBand, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the StockExchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs and theterminals of the other members of the Syndicate.287

ISSUE PROCEDUREThis section applies to all Bidders. Please note that all Bidders can participate in the Issue through the ASBAprocess. ASBA Bidders should note that the ASBA process involves application procedures that are differentfrom the procedure applicable to Bidders other than the ASBA Bidders. Bidders applying through the ASBAprocess should carefully read the provisions applicable to such applications before making their applicationthrough the ASBA process. Please note that all Bidders (other than ASBA Bidders) are required to makepayment of the full Bid Amount with the Bid cum Application Form. In case of ASBA Bidders, an amountequivalent to the full Bid Amount will be blocked by the SCSB.It may be noted that pursuant to the SEBI Circular (no. CIR/CFD/DIL/2/2010) dated April 06, 2010 SEBI hasdecided to extend the ASBA facility to QIBs in all public issues opening on or after May 1, 2010.Book Building ProcessThe Issue is being made through the 100% Book Building Process wherein not more than 50% of the Issue shallbe available for allocation to Qualified Institutional Buyers on a proportionate basis out of which (excludingAnchor Investor Portion), 5% shall be available for allocation on a proportionate basis to Mutual Funds only.Upto 30% of the QIB Portion shall be available for allocation to Anchor Investors and one-third of the AnchorInvestor Portion shall be available for allocation to domestic Mutual Funds. The remainder shall be available forallotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them ator above the Issue Price. Further, not less than 15% of the Issue would be available for allocation to Non-Institutional Bidders and not less than 35% of the Issue would be available for allocation to Retail IndividualBidders on a proportionate basis, subject to valid bids being received from them at or above the Issue Price.Allocation to Anchor Investors shall be on a discretionary basis and not on a proportionate basis.All Bidders other than ASBA Bidders are required to submit their Bids through the Syndicate. ASBA Biddersare required to submit their Bids to the SCSBs. Bids by QIBs will only have to be submitted to through theBRLMs or its affiliates. Investors should note that the Equity Shares will be Allotted to all successful Biddersonly in dematerialised form.The Bid cum Application Forms which do not have the details of the Bidders‟ depository account shall betreated as incomplete and rejected. Bidders will not have the option of being Allotted Equity Shares in physicalform. The Equity Shares on Allotment shall be traded only in the dematerialised segment of the StockExchanges.Further, pursuant to the notification (no. LAD-NRO/GN/2010-11/03/1104) dated April 13, 2010, SEBI hasprovided that Anchor Investors shall pay, on application, the same margin amount, as is payable by otherBidders, and the balance, if any, within two days of the Bid/Issue Closing Date.Bid cum Application FormBidders shall only use the Bid cum Application Form bearing the stamp of a Syndicate Member for making aBid in terms of this Draft Red Herring Prospectus. The Bidder shall have the option to make a maximum ofthree Bids in the Bid cum Application Form and such options shall not be considered as multiple Bids. Upon theallocation of Equity Shares, dispatch of the CAN and filing of the Prospectus with the RoC, the Bid cumApplication Form shall be considered as the Application Form. Upon completion and submission the Bid cumApplication Form to a Syndicate Member, the Bidder is deemed to have authorized us to make the necessarychanges in this Draft Red Herring Prospectus and the Bid cum Application Form as would be required for filingthe Prospectus with the RoC and as would be required by the RoC after such filing, without prior or subsequentnotice of such changes to the Bidder.Note: Please provide your bank account details in the space provided in the application form and applicationsthat do not contain such details shall be rejected.The prescribed colour of the Bid cum Application Form for the various categories is as follows:Category Colour of Bid cumApplication Form288

Resident Indians and Eligible NRIs applying on a non-repatriation basisEligible NRIs, FIIs or Foreign Venture Capital Funds, registered Multilateraland Bilateral Development Financial Institutions applying on a repatriation basisASBA BiddersResident ASBA BiddersNon-resident ASBA BiddersAnchor Investors** Bid cum Application forms for Anchor Investors shall be made available at the offices of the BRLM.ASBA Bidders shall submit an ASBA Bid cum Application Form to the SCSB authorising blocking of fundsthat are available in the bank account specified in the ASBA Bid cum Application Form. Only QIBs canparticipate in the Anchor Investor PortionWho can Bid?1. Indian nationals resident in India who are not minors, majors, in single or joint names (not more than three);2. HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is being made in the nameof the HUF in the Bid cum Application Form as follows: “Name of Sole or First Bidder: XYZ HinduUndivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs wouldbe considered at par with those from individuals;3. Companies, corporate bodies and societies registered under the applicable laws in India and authorized toinvest in Equity Shares;4. Mutual Funds registered with SEBI;5. Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBIregulations and SEBI regulations, as applicable);6. Multilateral and bilateral development financial institution;7. Venture capital funds registered with SEBI;8. Foreign venture capital investors registered with SEBI subject to compliance with applicable laws, rules,regulations, guidelines and approvals in the Issue;9. FIIs and sub-accounts registered with SEBI subject to compliance with applicable laws, rules, regulations,guidelines and approvals in the Issue;10. Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only underthe Non-Institutional Bidders category;11. State Industrial Development Corporations;12. Insurance companies registered with the Insurance Regulatory and Development Authority;13. Provident funds with a minimum corpus of Rs. 2,500 lakhs and who are authorized under their constitutionto invest in Equity Shares;14. Pension funds a with minimum corpus of Rs. 2,500 lakhs and who are authorized under their constitution toinvest in Equity Shares;15. National Investment Fund16. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other lawrelating to trusts and who are authorized under their respective constitutions to hold and invest inEquity Shares;17. Eligible Non-residents including NRIs and FIIs on a repatriation basis or a non-repatriation basis subject toapplicable local laws;18. Scientific and/or industrial research organizations authorized under their constitution to invest in EquityShares;19. Any other QIBs permitted to invest, subject to compliance with applicable laws, rules, regulations,guidelines and approvals in the Issue;20. Insurance funds set up and managed by army, navy or air force of the Union of India.As per the existing regulations, OCBs are not eligible to participate in this Issue. Bidders are advised toensure that any single Bid from them does not exceed the investment limits or maximum number ofEquity Shares that can be held by them under applicable law.Participation by associates of BRLMs and Syndicate MemberThe BRLMs and the Syndicate Member shall not be entitled to subscribe to this Issue in any manner excepttowards fulfilling their underwriting obligations. Associates and affiliates of the BRLMs and the SyndicateMember may subscribe for Equity Shares in the Issue, including in the QIB Portion and Non-Institutional289

Portion as may be applicable to such Bidder, where the allocation is on a proportionate basis. Such bidding andsubscription may be on their own account or their clients.The BRLMs and any persons related to the BRLMs, the Promoter and the Promoter Group cannot apply in theIssue under the Anchor Investor Portion.Bids under the Anchor Investor PortionOur Company may, in consultation with the Book Running Lead Managers, consider participation by AnchorInvestors in the Issue for up to [●] Equity Shares in accordance with the applicable SEBI Regulations. The QIBPortion shall be reduced in proportion to the allocation under the Anchor Investor category. In the event ofunder-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares shall be added tothe Net QIB Portion. The key terms for participation in the Anchor Investor Portion are as follows:a. Anchor Investors shall be QIBs;b. A Bid by an Anchor Investor must be for a minimum of such number of Equity Shares that the BidAmount exceeds Rs. 100 million and in multiples of [●] Equity Shares thereafter. Anchor Investorscannot submit a Bid for more than 30% of the QIB Portion.c. One-third of the Anchor Investor Portion (i.e., [●] Equity Shares) shall be reserved for allocation toMutual Funds.d. The minimum number of allotees in the Anchor Investor Portion shall not be less than:(a) two, where the allocation under Anchor Investor Portion is up to Rs. 25,000 lakhs; and(b) five, where the allocation under Anchor Investor Portion is more than Rs. 25,000 lakhs.e. Anchor Investors shall be allowed to Bid under the Anchor Investor only on the Anchor InvestorBidding Date (i.e., one day prior to the Bid Opening Date).f. Our Company shall, in consultation with the Book Running Lead Managers, finalise allocation to theAnchor Investors on a discretionary basis, subject to compliance with requirements regarding minimumnumber of Allottees under the Anchor Investor Portion.g. Refund on account of rejection of Bids, if any, shall be made on the Anchor Investor Bidding Date.h. The number of Equity Shares allocated to successful Anchor Investors and the price at which theallocation is made, shall be made available in public domain by the Book Running Lead Managers onor before the Bid Opening Date.i. Anchor Investors shall pay the Anchor Investor Margin Amount at the time of submission of their Bid.Any difference between the amount payable by the Anchor Investor for Equity Shares allocated and theAnchor Investor Margin Amount, shall be payable by the Anchor Investor within two days of the BidClosing Date. In case the Issue Price is greater than the Anchor Investor Price, any additional amountbeing the difference between the Issue Price and Anchor Investor Price shall be payable by the AnchorInvestors. In the event the Issue Price is lower than the Anchor Investor Price, the allotment to AnchorInvestors shall be at Anchor Investor Price.j. The Equity Shares allotted in the Anchor Investor Portion shall be locked-in for a period of 30 daysfrom the date of Allotment.k. Neither the Book Running Lead Managers, nor any person related to the Book Running LeadManagers, our Promoters, members of our Promoter Group or Group Companies, shall participate inthe Anchor Investor Portion.l. Bids made by QIBs under both the Anchor Investor Portion and the Net QIB Portion shall not beconsidered as multiple Bids.m. The Anchor Investor Margin Amount cannot be utilised towards meeting the Margin Amountrequirement towards a Bid in the Net QIB Portion.290

n. The instruments for payment into the Escrow Account should be drawn in favour of:In case of Resident Anchor Investors: “Escrow Account – Jain Infra Public Issue – AnchorInvestor – R”In case of Non-Resident Anchor Investor: “Escrow Account – Jain Infra Public Issue – AnchorInvestor – NR”Additional details, if any, regarding participation in the Issue under the Anchor Investor Portion shall bedisclosed in the advertisement for the Price Band published by our Company, in consultation with the BookRunning Lead Managers in a one English language national newspaper and one Hindi language nationalnewspaper and one Bengali language national newspaper atleast two Working Days prior to the Bid OpeningDate.Application by Mutual FundsAs per the current regulations, the following restrictions are applicable for investments by Mutual Funds:An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual FundPortion. In the event that the demand is greater than [●] Equity Shares, allocation shall be made to Mutual Fundsproportionately, to the extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds shall, aspart of the aggregate demand by QIBs, be available for allocation proportionately out of the remainder of theQIB Portion, after excluding the allocation in the Mutual Fund Portion.One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bidsbeing received from domestic Mutual Funds at or above the price at which allocation is being done to otherAnchor Investors.No mutual fund scheme shall invest more than 10% of its net asset value in the equity shares or equityrelated instruments of any company provided that the limit of 10% shall not be applicable forinvestments in index funds or sector or industry specific funds. No mutual fund under all its schemesshould own more than 10% of any company‟s paid-up share capital carrying voting rights. These limitswould have to be adhered to by the mutual funds for investment in the Equity Shares.In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fundregistered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not betreated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bidhas been made.Application by Eligible NRIsBid cum Application forms have been made available for Eligible NRIs at the Registered Office of theCompany, with the members of the Syndicate and the Registrar to the Issue.Eligible NRIs should note that only such applications as are accompanied by payment in free foreign exchangeshall be considered for Allotment. The Eligible NRIs who intend to make payment through Non-ResidentOrdinary (NRO) accounts should use the form meant for Resident Indians and not use the forms meant forreserved category.Application by FIIsAs per the current regulations, the following restrictions are applicable for investments by FIIs:The issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid-up capital of theCompany. In respect of an FII investing in Equity Shares of the Company on behalf of its sub-accounts, theinvestment on behalf of each sub-account shall not exceed 10% of the total issued capital of the Company or 5%of our total issued capital in case such sub-account is a foreign corporate or an individual. As of now, theaggregate FII holding in the Company cannot exceed 24% of the total paid-up capital of the Company. With the291

approval of the Board of Directors and the shareholders by way of a special resolution, the aggregate FII holdingcan go up to 100%. However, as of this date no such resolution has been recommended for adoption.A sub account of a FII which is a foreign corporate or foreign individual shall not be considered to be aQualified Institutional Buyer, as defined under the SEBI Regulations, for this Issue.Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms ofRegulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995,as amended (the “SEBI FII Regulations”), an FII or its sub-account may issue, deal or hold, offshore derivativeinstruments (defined under the SEBI FII Regulations as any instrument, by whatever name called, which isissued overseas by an FII against securities held by it that are listed or proposed to be listed on any recognisedstock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivativeinstruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) suchoffshore derivative instruments are issued after compliance with „know your client‟ norms. An FII or subaccountshall also ensure that no further downstream issue or transfer of any instrument referred to hereinaboveis made to any person other than a regulated entity. Associates and affiliates of the underwriters including theBRLMs and the Syndicate Member that are FIIs may issue offshore derivative instruments against EquityShares Allotted to them in the Issue. Any such offshore derivative instrument does not constitute any obligationof, claim on or an interest in our Company.Application by SEBI registered Venture Capital Funds and Foreign Venture Capital InvestorsThe SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations,2000 prescribe investment restrictions on venture capital funds and foreign venture capital investors registeredwith SEBI. Accordingly, the holding by any individual venture capital fund or foreign venture capital investorregistered with SEBI should not exceed 25% of the corpus of the venture capital fund/ foreign venture capitalinvestor. However, venture capital funds or foreign venture capital investors may invest not more than 33.33%of their respective investible funds in various prescribed instruments, including in initial public offers of venturecapital undertakings.The above information is given for the benefit of the Bidders. Our Company and the Book Running LeadManager are not liable for any amendments or modification or changes in applicable laws or regulations,which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make theirown independent investigations and are advised to ensure that any single Bid from them does not exceedthe investment limits or maximum number of Equity Shares that can be held by them under applicablelaw or regulation or as specified in this Draft Red Herring Prospectus.Maximum and Minimum Bid SizeFor Retail Individual Bidders: The Bid must be for a minimum of [●] Equity Shares and in multiples of [●]Equity Shares thereafter, subject to maximum Bid amount of Rs. 1,00,000 In case the maximum Bid amount ismore than Rs. 1,00,000 then the same would be considered for allocation under the Non-Institutional Bidderscategory. The Cut-off option is given only to the Retail Individual Bidders indicating their agreement to bid andpurchase at the final Issue Price as determined at the end of the Book Building Process.For Non-Institutional Bidders and QIBs Bidders: The Bid must be for a minimum of such Equity Sharessuch that the Bid Amount exceeds Rs. 1,00,000 and in multiples of [●] Equity Shares thereafter. A Bid cannotbe submitted for more than the size of the Issue. However, the maximum Bid by a QIB should not exceed theinvestment limits prescribed for them by the regulatory or statutory authorities governing them. Under SEBIRegulations, a QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay theentire Bid Amount upon submission of Bid.In case of revision of bids, the Non Institutional Bidders who are individuals, have to ensure that the BidAmount is greater than Rs. 1,00,000. In case the Bid Amount reduces to Rs. 1,00,000 or less due to a revision inBids or revision of the Price Band, the same would be considered for allocation under the Retail portion. NonInstitutional Bidders and QIB Bidders are not allowed to Bid at „Cut-Off‟.For Bidders in the Anchor Investor Portion: The Bid must be for a minimum of such number of EquityShares such that the Bid Amount exceeds Rs. 1,000 lakhs and in multiples of [•] Equity Shares thereafter. Bidsby Anchor Investors under the Anchor Investor Portion and the QIB Portion shall not be considered as multiple292

Bids. A Bid cannot be submitted for more than the Anchor Investor Portion. Anchor Investors cannotwithdraw their Bids after the Anchor Investor Bid/ Issue Period.Information for Bidders1. The Company and the BRLMs shall declare the Bid/Issue Opening Date and the Bid/Issue Closing Date in theRed Herring Prospectus to be registered with the RoC and also publish the same in two nationalnewspapers (one each in English and Hindi) and in one Bengali newspaper with vide circulation. Thisadvertisement shall be in the prescribed format.2. The Company will file the Red Herring Prospectus with the ROC at least three days prior to the Bid/ IssueOpening Date.3. The members of the Syndicate and the SCSBs, as applicable will circulate copies of the Red HerringProspectus along with the Bid cum Application Form to potential investors. The SCSB shall ensure thatthe abridged prospectus is made available on its website.4. Any Bidder (who is eligible to invest in our Equity Shares) who would like to obtain the Red HerringProspectus and / or the Bid cum Application Form can obtain the same from our Registered Office orfrom the BRLMs / Syndicate Member.5. Eligible Bidders who are interested in subscribing the Equity Shares should approach the BRLMs orSyndicate Member or their authorized agent(s) or the SCSBs (as applicable) to register their Bid. Bidderscan also approach the Designated Branch of the SCSBs to register their Bids under the ASBA process.6. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application Forms(other than the ASBA BCAFs) should bear the stamp of the members of the Syndicate otherwise theywill be rejected. Bids by ASBA Bidders shall be accepted by the Designated Branches of SCSBs inaccordance with the SEBI Regulations and any circulars issued by SEBI in this regard.Method and Process of Biddinga. Our Company and the BRLM, shall decide the Price Band and the minimum Bid lot size for the Issue and thesame shall be advertised in one English national daily, one Hindi national daily and one Bengali dailynewspaper with wide circulation at least two Working Days prior to the Bid/ Issue Opening Date. TheSyndicate and the SCSBs shall accept Bids from the Bidders during the Bidding/Issue Period.b. The Bidding/Issue Period shall be a minimum of three Working Days and not exceeding ten Working Days.In case the Price Band is revised and the Bidding/Issue Period shall be extended by an additional threeWorking Days, subject to the total Bidding/Issue Period not exceeding ten Working Days. Any revisionin the Price Band and the revised Bid/ Issue Period, if applicable, will be published in two nationalnewspapers (one each in English and Hindi) and one Bengali newspaper with wide circulation and alsoby indicating the change on the websites of the BRLMs and at the terminals of the members of theSyndicate.c. Each Bid cum Application Form will give the Bidder the choice to bid for up to three optional prices (fordetails refer to the paragraph entitled “Bids at Different Price Levels” below) and specify the demand (i.e.the number of Equity Shares bid for) in each option. The price and demand options submitted by theBidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will notbe cumulated. After determination of the Issue Price, the maximum number of Equity Shares bid for by aBidder at or above the Issue Price will be considered for allocation and the rest of the Bid(s), irrespectiveof the Bid Price, will become automatically invalid.d. The Bidder cannot Bid on another Bid cum Application Form after his or her Bids on one Bid cumApplication Form have been submitted to any member of the Syndicate or the SCSBs. Submission of asecond Bid cum Application Form to either the same or to another member of the Syndicate or SCSBswill be treated as multiple Bids and is liable to be rejected either before entering the Bid into theelectronic bidding system, or at any point of time prior to the allocation or allotment of Equity Shares inthis Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which isdetailed under the paragraph titled “Build up of the Book and Revision of Bids”.293

e. Except in relation to Bids received from the Anchor Investors, the Members of the Syndicate/SCSBs willenter each Bid option into the electronic bidding system as a separate Bid and generate a Transactionregistration Slip, (TRS), for each price and demand option and give the same to the Bidder. Therefore, aBidder can receive up to three TRSs for each Bid cum Application Form.f. The BRLMs shall accept Bids from the Anchor Investors during the Anchor Investor Bid/Issue Period i.e. oneWorking Day prior to the Bid/ Issue Opening Date. Bids by QIBs under the Anchor Investor Portion andthe QIB Portion shall not be considered as multiple Bids.g. During the Bidding/Issue Period, Bidders (other than QIBs) may approach the Syndicate Member to submittheir Bid. Every Syndicate Member shall accept Bids from all clients / investors who place orders throughthem and shall have the right to vet the Bids. Bidders who wish to use the ASBA process should approachthe Designated Branches of the SCSBs to register their Bids.h. Along with the Bid cum Application Form, all Bidders (other than ASBA Bidders) will make payment in themanner described under the paragraph titled „Payment Instructions‟ beginning on page 305 of this DraftRed Herring Prospectus.i. Upon receipt of the ASBA BCAF, submitted whether in physical or electronic mode, the Designated Branchof the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account,as mentioned in the ASBA BCAF, prior to uploading such Bids with the Stock Exchanges.j. If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall rejectsuch Bids and shall not upload such Bids with the Stock Exchanges.k. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the BidAmount mentioned in the ASBA BCAF and will enter each Bid option into the electronic bidding systemas a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished tothe ASBA Bidder on request.Bids at Different Price LevelsThe Bidders can Bid at any price within the Price Band, in multiples of Re 1.1. In accordance with SEBI Regulations, the Company, in consultation with the BRLM, reserves the right torevise the Price Band during the Bid/Issue Period, provided the Cap Price shall be less than or equal to120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. Therevision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down tothe extent of 20% of the floor price disclosed at least two days prior to the Bid/ Issue Opening Date andthe Cap Price will be revised accordingly.2. The Company in consultation with the BRLMs can finalise the Issue Price within the Price Band inaccordance with this clause, without the prior approval of, or intimation, to the Bidders.3. The Company, in consultation with the BRLM, can finalise the Anchor Investor Issue Price within the PriceBand in accordance with this clause, without the prior approval of, or intimation, to the Anchor Investors.4. Bidders can bid at any price within the Price Band. Bidders have to Bid for the desired number of EquityShares at a specific price. Retail Individual Bidders applying for a maximum Bid in any of the biddingoptions not exceeding Rs. 1,00,000 may bid at Cut-off Price. However, bidding at Cut-off Price isprohibited for QIBs and Non-Institutional Bidders and such Bids from QIBs and Non InstitutionalBidders shall be rejected.5.Retail Individual Bidders who Bid at the Cut-off Price agree that they shall purchase the Equity Shares at anyprice within the Price Band. Retail Individual Bidders bidding at Cut-off Price shall deposit the BidAmount based on the Cap Price in the respective Escrow Accounts. In the event the Bid Amount is higherthan the subscription amount payable by the Retail Individual Bidders who Bid at Cut-off Price (i.e. thetotal number of Equity Shares allocated in the Issue multiplied by the Issue Price), the Retail IndividualBidders, who Bid at Cut-off Price, shall receive the refund of the excess amounts from the respective294

Escrow Accounts/refund account(s). In case of ASBA Bidder bidding at Cut-off Price, the ASBA Biddersshall instruct the SCSBs to block amount based on the Cap Price.6. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had bid atCut-Off Price could either (i) revise their Bid or (ii) make additional payment based on the cap of therevised Price Band, with the members of the Syndicate or the SCSBs to whom the original Bid wassubmitted. In case the total amount (i.e. original Bid Amount plus additional payment) exceeds Rs.1,00,000, the Bid will be considered for allocation under the Non Institutional category in terms of thisDraft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additionalpayment and the Issue Price is higher than the cap of the Price Band prior to revision, the number ofEquity Shares Bid for shall be adjusted for the purpose of allocation, such that no additional paymentwould be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cutoff.7. In case of a downward revision in the Price Band, Retail Individual Bidders who have bid at Cut-off Pricecould either revise their Bid or the excess amount paid at the time of bidding would be refunded from therespective Escrow Accounts/refund account(s) or unblocked by the SCSBs, as applicable.8. The Company, in consultation with the BRLM, shall decide the minimum number of Equity Shares for eachBid to ensure that the minimum application value is within the range of Rs. 5,000 to Rs. 7,000.Escrow MechanismFor details of the escrow mechanism and payment instructions, please refer to “Issue Procedure – PaymentInstructions” on page 305 of this Draft Red Herring Prospectus.Electronic Registration of Bids(a) The members of the Syndicate and the SCSBs will register the Bids using the on-line facilities of the StockExchanges. There will be at least one on-line connectivity to each city where a stock exchange is located inIndia and where the Bids are being accepted. The BRLM, the Company and the Registrar to the Issue arenot responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Bidsaccepted by the Syndicate Member and the SCSBs, (ii) the Bids uploaded by the Syndicate Member and theSCSBs, (iii) the Bids accepted but not uploaded by the Syndicate Member and the SCSBs or (iv) withrespect to ASBA Bids, Bids accepted and uploaded without blocking funds in the ASBA Accounts.However, the members of the Syndicate and / or the SCSBs shall be responsible for any errors in the Biddetails uploaded by them. It shall be presumed that for the Bids uploaded by the SCSBs, the Bid Amounthas been blocked in the relevant ASBA Account.(b) The Stock Exchanges will offer a screen-based facility for registering Bids for the Issue. This facility will beavailable on the terminals of the Syndicate Member, their authorized agents and the SCSBs during theBid/Issue Period. The Syndicate Member and the Designated Branches can also set up facilities for off-lineelectronic registration of Bids subject to the condition that they will subsequently download the off-linedata file into the on-line facilities for book building on a regular basis. On the Bid/Issue Closing Date, theSyndicate Member and the Designated Branches shall upload the Bids till such time as may be permitted bythe Stock Exchanges.(c) The aggregate demand and price for Bids registered on the electronic facilities of NSE and BSE will bedownloaded on a regular basis, consolidated and displayed on-line at all bidding centers. A graphicalrepresentation of the consolidated demand and price would be made available at the bidding centers and thewebsites of the Stock Exchanges during the Bidding/Issue Period along with category wise details.(d) At the time of registering each Bid, the Syndicate Member shall enter the following details of the Bidder inthe on- line system:• Name of the Bidder(s): Bidders should ensure that the name given in the Bid cum Application Form isexactly the same as the name in which the Depositary Account is held. In case the Bid cum ApplicationForm is submitted in joint names, Bidders should ensure that the Depository Account is also held in thesame joint names and are in the same sequence in which they appear in the Bid cum Application Form;• Investor Category such as Individual, Corporate, NRI, FII or Mutual Fund;295

• Numbers of Equity Shares Bid for;• Bid price;• Bid cum Application Form number;• Depository Participant Identification Number and Client Identification Number of the Demat Account ofthe Bidder; and• PAN, except for Bids on behalf of the Central and State Governments, residents of the state of Sikkim andofficials appointed by the courtsWith respect to ASBA Bids, at the time of registering each Bid, the Designated Branches of the SCSBs shallenter the following information pertaining to the Bidder into the electronic bidding system:• Name of the Bidder(s).• Application Number.• PAN (of First Bidder if more than one Bidder)• Investor Category and Sub-Category:Retail Non-institutional QIBsIndividualHUF-Individual- corporate- other- Mutual Funds- Financial Institutions- Insurance companies- Foreign Institutional- Mutual Funds- Financial Institutions- Insurance companies• Employee/shareholder (if reservation)• Demat ID• Beneficiary Account Number• Quantity• Price• Bank Account Number(e) A system generated TRS will be given to the Bidder as a proof of the registration of each of the biddingoptions. It is the Bidder‟s responsibility to request and obtain the TRS from the members of theSyndicate or the Designated Branches of the SCSBs. The registration of the Bid by the SyndicateMember or the Designated Braches of the SCSBs does not guarantee that the Equity Shares shall beallocated either by the Syndicate Member or the Company.(f) Such TRS will be non-negotiable and by itself will not create any obligation of any kind.(g) In case of QIB Bidders, the members of the Syndicate can reject the Bids at the time of accepting the Bidprovided that the reason for such rejection is provided in writing. In case of Bids under the Non-Institutional Portion and Bids under the Retail Individual Portion would not be rejected except on thetechnical grounds listed in this Draft Red Herring Prospectus. The SCSB shall have no right to reject Bidsexcept on technical grounds.(h) It is to be distinctly understood that the permission given by the Stock Exchanges to use their network andsoftware of the Online IPO system should not in any way be deemed or construed to mean that thecompliance with various statutory and other requirements by the Company and the BRLMs are cleared orapproved by the NSE and the BSE; nor does it in any manner warrant, certify or endorse the correctness orcompleteness of any of the compliance with the statutory and other requirements nor does it take anyresponsibility for the financial or other soundness of our Company, our Promoters, our management or anyscheme or project of our Company.(i) Only Bids that are uploaded on the online IPO system of the Stock Exchanges shall be considered forallocation/ Allotment. Members of the Syndicate will be given up to one day after the Bid/Issue ClosingDate to verify DP ID and Client ID uploaded in the online IPO system during the Bidding/Issue Period afterwhich the data will be sent to the Registrar for reconciliation and Allotment of Equity Shares. In case ofdiscrepancy of data between the BSE or the NSE and the members of the Syndicate or the Designated296

Branches, the decision of the Company, in consultation with the BRLMs and the Registrar, shall be finaland binding on all concerned. If the Syndicate Member finds any discrepancy in the DP name, DP ID andthe client ID, the Syndicate Member will correct the same and the send the data to the Registrar forreconciliation and Allotment of Equity Shares.(j) Details of Bids in the Anchor Investor Portion will not be registered on the on-line facilities of electronicfacilities of BSE and NSE. Anchor Investors cannot use the ASBA process and should approach theBRLMs to submit their Bids.Build Up of the Book and Revision of Bids(a) Bids registered by various Bidders through the members of the Syndicate and SCSBs shall be electronicallytransmitted to the BSE or NSE mainframe on a regular basis.(b) The book gets built up at various price levels. This information will be available with the BRLMs on aregular basis at the end of the Bid/Issue Period.(c) During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares at aparticular price level is free to revise his or her Bid within the price band using the printed Revision Form,which is a part of the Bid cum Application Form.(d) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using theRevision Form. Apart from mentioning the revised options in the Revision Form, the Bidder must alsomention the details of all the options in his or her Bid cum Application Form or earlier Revision Form. Forexample, if a Bidder has bid for three options in the Bid cum Application Form and he is changing only oneof the options in the Revision Form, he must still fill the details of the other two options that are not beingchanged, in the Revision Form. Incomplete or inaccurate Revision Forms will not be accepted by themembers of the Syndicate and the Designated Branches of the SCSBs.(e) The Bidder can make this revision any number of times during the Bidding Period. However, for anyrevision(s) of the Bid, the Bidders will have to use the services of the same members of the Syndicate or theSCSB through whom the Bidder had placed the original Bid. Bidders are advised to retain copies of theblank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof.(f) In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had Bidat Cut-off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap of therevised Price Band (such that the total amount i.e., original Bid Amount plus additional payment does notexceed Rs. 1,00,000 if the Bidder wants to continue to Bid at Cut-off Price), with the members of theSyndicate to whom the original Bid was submitted. In case the total amount (i.e., original Bid Amount plusadditional payment) exceeds Rs. 1,00,000, the Bid will be considered for allocation under the Non-Institutional Portion in terms of the Draft Red Herring Prospectus. If, however, the Bidder does not eitherrevise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band priorto revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation,such that no additional payment would be required from the Bidder and the Bidder is deemed to haveapproved such revised Bid at Cut-off Price.(g) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders, who havebid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would berefunded from the Escrow Account.(h) The Company in consultation with the BRLM, shall decide the minimum number of Equity Shares for eachBid to ensure that the minimum application value is within the range of Rs. 5,000 to Rs. 7,000.(i)Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for theincremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, ifany, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund inaccordance with the terms of this Draft Red Herring Prospectus. With respect to the ASBA Bids, if revisionof the Bids results in an incremental amount, the relevant SCSB shall block the additional Bid amount. Incase of Bids, other than ASBA Bids, the members of the Syndicate shall collect the payment in the form ofcheque or demand draft if any, to be paid on account of upward revision of the Bid at the time of one or297

more revisions. In such cases, the members of the Syndicate will revise the earlier Bid details with therevised Bid and provide the cheque or demand draft number of the new payment instrument in theelectronic book. The Registrar will reconcile the Bid data and consider the revised Bid data for preparingthe Basis of Allotment.(j) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS fromthe Syndicate Member. It is the responsibility of the Bidder to request for and obtain the revised TRS,which will act as proof of his or her having revised the previous Bid.(k) In case of discrepancy of data between BSE or NSE and the Syndicate Member, the decision of the BRLMsbased on physical records of Bid cum Application Forms shall be final and binding to all concerned.(i)The Syndicate Members may modify selected fields in the Bid details already uploaded upto one day post theBid/Issue Closing Period.Price Discovery and AllocationAfter the Bid/Issue Closing Date, the BRLMs will analyze the demand generated at various price levels anddiscuss pricing strategy with our Company. Our Company, in consultation with BRLM, shall finalise the IssuePrice, the number of Equity Shares to be allotted and the allocation to successful Bidders.(a) Not more than 50% of the Issue (including 5% specifically reserved for Mutual Funds) would be availablefor allocation on a proportionate basis after consultation with Designated Stock Exchange, subject to validBids being received at or above the Issue Price. Upto 30% of the QIB Portion shall be available forallocation to Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocationto domestic Mutual Funds.(b) Not less than 15% and 35% of the Issue, would be available for allocation on a proportionate basis to Non-Institutional Bidders and Retail Individual Bidders, respectively, in consultation with Designated StockExchange, subject to valid Bids being received at or above the Issue Price.(c) Undersubscription, if any, in any category would be allowed to be met with spill over from any of the othercategories at the discretion of our Company in consultation with the BRLM. However, if the aggregatedemand by Mutual Funds is less than [•] Equity Shares, the balance Equity Shares available for allocation inthe Mutual Fund Portion will first be added to the QIB Portion and be allocated proportionately to the QIBBidders. In the event that the aggregate demand in the QIB Portion has not been met, under-subscription, ifany, would be allowed to be met with spill-over from any other category or combination of categories at thediscretion of our Company, in consultation with the BRLM.(d) Under-subscription in the Anchor Investor Portion would be met with a spill-over from the QIB Portion. Ifone-third of the Anchor Investor Portion, available for allocation to domestic Mutual Funds, is notsubscribed, the same shall be met by a spill over from the Anchor Investor Portion or the QIB Portion, if theAnchor Investor Portion is undersubscribed.(e) Allocation to Eligible NRIs or FIIs or Foreign Venture Capital Fund registered with SEBI, Multilateral andBilateral Development Financial Institutions applying on repatriation basis will be subject to the terms andconditions stipulated by RBI.(f) Our Company reserves the right to cancel the Issue any time after the Bid/Issue Closing Date but beforeAllotment without assigning any reasons whatsoever.(g) In terms of SEBI Regulations, QIB Bidders shall not be allowed to withdraw their Bid after the Bid/ IssueClosing Date.(h) The Basis of Allotment details shall be put up on the website of the Registrar to the Issue.Signing of Underwriting Agreement and RoC Filing298

(a) The Company, the BRLMs and the Syndicate Member shall enter into an Underwriting Agreement onfinalization of the Issue Price and allocation(s) to the Bidders.(b) After signing the Underwriting Agreement, the Company and the Book Running Lead Manager wouldupdate and file the updated Red Herring Prospectus with RoC, which then would be termed the„Prospectus‟. The Prospectus will contain details of the Issue Price, Issue Size, underwriting arrangementsand will be complete in all material respects.Filing of the Prospectus with the ROCWe will file a copy of the Prospectus with the RoC in terms of Section 56, Section 60 and Section 60B of theCompanies Act.Pre-Issue AdvertisementSubject to Section 66 of the Companies Act, the Company shall, after registering the Red Herring Prospectuswith the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in one Englishlanguage national daily newspaper, one Hindi language national daily newspaper and one Bengali languagedaily newspaper, each with wide circulation.Advertisement regarding Issue Price and ProspectusA statutory advertisement will be issued by our Company after the filing of the Prospectus with the RoC. Thisadvertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicatethe Issue Price. Any material updates between the Red Herring Prospectus and the Prospectus will be includedin such statutory advertisement.Issuance of Confirmation of Allocation Note (“CAN”)(a) Upon approval of basis of allocation by the Designated Stock Exchange, the Registrar to the Issue shall sendto the members of the Syndicate a list of their Bidders who have been allocated Equity Shares in theIssue. The approval of the basis of allocation by the Designated Stock Exchange for QIB Bidders(including Anchor Investors) may be done simultaneously with or prior to the approval of the basis ofallocation for the Retail and Non-Institutional Bidders. However, Bidders should note that our Companyshall ensure that the date of Allotment of the Equity Shares to all Bidders in this Issue shall be done onthe same date.(b) The Registrar to the Issue will then dispatch the CAN to the Bidders who have been allocated Equity Sharesin the Issue. The dispatch of CAN shall be deemed a valid, binding and irrevocable contract for theBidder to pay the entire Issue Price for the Allotment to such Bidder.(c) The Issuance of CAN is subject to “Notice to Anchor Investors - Allotment Reconciliation and RevisedCANs” as set forth below.With respect to ASBA Bidders1. Upon approval of the „Basis of Allocation‟ by the Designated Stock Exchange, the Registrar to theIssue shall send a list of the ASBA Bidders who have been allocated Equity Shares in the Issue to theControlling Branches along with:(i)(ii)(iii)(iv)The number of Equity Shares to be allotted against each successful ASBA Form;The amount to be transferred from the ASBA Account to the Public Issue Account, foreach successful ASBA Form;The date by which the funds referred to in sub-para (ii) above, shall be transferred to thePublic Issue Account; andThe details of rejected ASBA Forms, if any, along with reasons for rejection and detailsof withdrawn (except in case of QIB bidding through an ASBA Form) or unsuccessfulASBA Forms, if any, to enable SCSBs to unblock the respective ASBA Accounts. ASBABidders should note that our Company shall ensure that the instructions by our Company299

for demat credit of the Equity Shares to all investors in this Issue shall be given on thesame date; and2. The ASBA Bidders shall directly receive the CANs from the Registrar to the Issue. The dispatch of aCAN to an ASBA Bidder shall be deemed a valid, binding and irrevocable contract with the ASBABidder.Notice to Anchor Investors: Allotment Reconciliation and Revised CANsA physical book will be prepared by the Registrar on the basis of the Bid cum Application Forms received fromAnchor Investors. Based on the physical book and at the discretion of the Company and the BRLMs , selectAnchor Investors may be sent a CAN, within two Working Days of the Anchor Investor Bid/ Issue Period,indicating the number of Equity Shares that may be allocated to them. This provisional CAN and the finalallocation is subject to the physical application being valid in all respect along with receipt of stipulateddocuments, the Issue Price being finalised at a price not higher than the Anchor Investor Issue Price andAllotment by the Board of Directors. In the event that the Issue Price is higher than the Anchor Investor IssuePrice, a revised CAN will be sent to Anchor Investors. The price of Equity Shares in such revised CAN shall bedifferent from that specified in the earlier CAN. Anchor Investors should note that they shall be required to payadditional amounts, being the difference between the Issue Price and the Anchor Investor Issue Price, asindicated in the revised CAN within two Working Days after the Bid/ Issue Closing Date. Any revised CAN, ifissued, will supersede in entirety the earlier CAN.Notice to QIBs: Allotment ReconciliationAfter the Bid Closing Date, an electronic book will be prepared by the Registrar to the Issue on the basis of Bidsuploaded on the BSE or NSE system. This shall be followed by a physical book prepared by the Registrar to theIssue on the basis of the Bid cum Application Forms received. Based on the electronic book, QIBs bidding inthe Net QIB Portion will be sent a CAN, indicating the number of Equity Shares that may be allocated to them.This CAN is subject, inter alia, to approval of the final „Basis of Allocation‟ by the Designated Stock Exchange.Subject to SEBI Regulations, certain Bids/applications may be rejected due to technical reasons, nonreceipt/availability of funds, cancellation of cheques, cheque bouncing, incorrect details, etc., and these rejectedapplications will be reflected in the reconciliation of the book prepared by the Registrar to the Issue and the„Basis of Allocation‟ as approved by the Designated Stock Exchange. As a result, one or more revised CAN(s)may be sent to QIBs bidding in the Net QIB Portion and the allocation of Equity Shares in such revised CAN(s)may be different from that specified in the earlier CAN(s). QIBs bidding in the Net QIB Portion should note thatthey may be required to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN(s), forany increased allocation of Equity Shares. The CAN will constitute the valid, binding and irrevocable contract,subject only to the issue of revised CAN(s), for such QIBs to pay the entire Issue Price for all the Equity Sharesallocated to such QIBs. The revised CAN(s), if issued, will supersede in entirety, the earlier CAN(s).Designated Date and Allotment of Equity Shares1. Our Company will ensure that (i) Allotment of Equity Shares; and (ii) credit to the successful Bidder‟sdepositary account will be completed within 10 (ten) Working Days of the Bid/Issue Closing Date.2. As per SEBI Regulations, Equity Shares will be issued and Allotment shall be made only in thedematerialised form to the Allottees. Allottees will have the option to re-materialise the Equity Shares, ifthey so desire, in the manner stated in the Depositories Act.Investors are advised to instruct their Depository Participant to accept the Equity Shares that may beAllotted to them pursuant to this Issue.Letters of Allotment or refund orders or instructions to the SCSBsWe shall give credit to the beneficiary account with Depository Participants within 10 (ten) Working Days fromthe Bid/Issue Closing Date. Applicants residing at 68 centres where clearing houses are managed by the RBI,will get refunds through NECS (subject to availability of information for crediting the refund through NECS)except where applicant is otherwise disclosed as eligible to get refunds through Direct Credit, NEFT or RTGS.In case of other applicants, we shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500 by “Under300

Certificate of Posting”, and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed postonly at the sole or First Bidders sole risk within 11 (eleven) Working Days of the Bid/ Issue Closing Date andadequate funds for the purpose shall be made available to the Registrar by us. In case of ASBA Bidders, theRegistrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to theextent of the Bid Amount specified in the ASBA BCAFs for withdrawn, rejected or unsuccessful or partiallysuccessful ASBA Bids within 11 (eleven) Working Days of the Bid/Issue Closing Date.In accordance with the requirements of the Stock Exchanges and SEBI Regulations, we undertake that:• Allotment shall be made only in dematerialised form within 10 (ten) Working Days from the Bid/Issue ClosingDate;• Despatch of refund orders shall be done within 11 (eleven) Working Days from the Bid/Issue Closing Date;and• We shall pay interest at 15% per annum (for any delay beyond the 11 working-day time period as mentionedabove), if Allotment is not made, refund orders are not despatched and/or demat credits are not made toBidders within the 11 working-day time prescribed above, provided that the beneficiary particulars relatingto such Bidders as given by the Bidders is valid at the time of the upload of the demat credit.We will provide adequate funds required for despatch of refund orders or Allotment advice to the Registrar tothe Issue. Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow CollectionBank(s) and payable at par at places where Bids are received. The bank charges, if any, for encashing suchcheques, pay orders or demand drafts at other centres will be payable by the Bidders.General InstructionsDo‟s:a) Check if you are eligible to apply;b) Read all the instructions carefully and complete the Bid cum Application Form;c)Ensure that the details about Depository Participant and Beneficiary Account are correct as Allotment ofEquity Shares will be in the dematerialized form only;d) Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a member of theSyndicate or with respect to ASBA Bidders ensure that your Bid is submitted at a Designated Branch of theSCSB where the ASBA Bidders or the person whose bank account will be utilised by the ASBA Bidder forbidding has a bank account;e) With respect to ASBA Bids ensure that the ASBA BCAF is signed by the account holder in case the applicantis not the account holder. Ensure that you have mentioned the correct bank account number in the ASBABCAF;f) Ensure that you have requested for and receive a TRS for all your Bid options;g) Ensure that you have funds equal to the Bid Amount in your bank account maintained with the SCSB beforesubmitting the ASBA BCAF to the respective Designated Branch of the SCSB;h) Instruct your respective banks to not release the funds blocked in the bank account under the ASBA process;i) Ensure that the full Bid Amount is paid for the Bids submitted to the members of the Syndicate and fundsequivalent to the Bid Amount are blocked in case of any Bids submitted though the SCSBs;j)Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed andobtain a revised TRS;k) Ensure that the Bid is within the Price Band;l) Ensure that you mention your PAN allotted under the I.T. Act with the Bid cum Application Form, except forBids on behalf of the Central and State Governments, residents of the state of Sikkim and officialsappointed by the courts;m) Ensure that the Demographic Details (as defined hereinbelow) are updated, true and correct in all respects.n) Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in whichthe beneficiary account is held with the Depository Participant. In case the Bid cum Application Form issubmitted in joint names, ensure that the beneficiary account is also held in same joint names and suchnames are in the same sequence in which they appear in the Bid cum Application Form.Don‟ts:301

a) Do not Bid for lower than the minimum Bid size;b) Do not Bid/ revise Bid price to less than the lower end of the Price Band or higher than the higher end of thePrice Band;c) Do not Bid on another Bid cum Application Form after you have submitted a Bid to the member of theSyndicate or the SCSB;d) Do not pay the Bid amount in cash, by money order or by postal order;e) Do not provide your GIR number instead of your PAN number.f) Do not send Bid cum Application Forms by post; instead submit the same to members of the Syndicate or theSCSBs, as applicable;g) Do not Bid at cut-off price (for QIBs and Non-Institutional Bidders);h) Do not Bid for a Bid Amount exceeding Rs. 1,00,000 (for Bids by Retail Individual Bidders);i) Do not fill up the Bid cum Application Form such that the Equity Shares bid for exceeds the Issue size and/ orinvestment limit or maximum number of Equity Shares that can be held under the applicable laws orregulations or maximum amount permissible under the applicable regulations; andj) Do not submit Bid accompanied with Stock invest.Instructions for completing the Bid cum Application FormBidders can obtain Bid cum Application Forms and / or Revision Forms from the BRLMs or SyndicateMember.Bids and Revisions of BidsBids and revisions of Bids must be:(a) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable.(b) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions containedherein, in the Bid cum Application Form or in the Revision Form. Incomplete Bid cum Application Formsor Revision Forms are liable to be rejected. Bidders should note that the members of the Syndicate and / orthe SCSBs (as appropriate) will not be liable for errors in data entry due to incomplete or illegible Bid cumApplication Forms or Revision Forms.(c) Information provided by the Bidders will be uploaded in the online IPO system by the members of theSyndicate and SCSBs, as the case may be, and the electronic data will be used to makeallocation/Allotment. Please ensure that the details are correct are legible.(d) The Bids from the Retail Individual Bidders must be for a minimum of [●] Equity Shares and in multiples of[●] thereafter subject to a maximum Bid amount of Rs. 1,00,000.(e) For Non-institutional and QIB Bidders, Bids must be for a minimum Bid Amount of Rs. 1,00,000 and inmultiples of [●] Equity Shares thereafter. All Individual Bidders whose maximum bid amount exceeds Rs.1,00,000 would be considered under this category. Bids cannot be made for more than the Issue Size.Bidders are advised to ensure that a single Bid from them should not exceed the investment limits ormaximum number of Equity Shares that can be held by them under the applicable laws or regulations.(f) For Anchor Investors, Bids must be for a minimum of such number of Equity Shares that the Bid Amountexceeds or equal to Rs. 1,000 lakhs and in multiples of [•] Equity Shares thereafter.(g) In single name or in joint names (not more than three and in the same order as their Depository Participantdetails).(h) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in theConstitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrateunder official seal.Bidder‟s Depository Account and Bank Account DetailsBidders should note that on the basis of PAN of the Sole/First Bidder, Depository Participant‟s name,Depository Participant-Identification number and Beneficiary Account Number provided by them in theBid cum Application Form, the Registrar to the Issue will obtain from the Depository the demographicdetails including category, age, address, Bidders bank account details, MICR code and occupation(hereinafter referred to as „Demographic Details‟). These Bank Account details would be used for givingrefunds (including through physical refund warrants, direct credit, NECS, NEFT and RTGS) to theBidders. Hence, Bidders are advised to immediately update their Bank Account details as appearing onthe records of the depository participant. Please note that failure to do so could result in delays in302

despatch/ credit of refunds to Bidders at the Bidders sole risk and neither the BRLMs or the Companyshall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fillin their Depository Account details in the Bid cum Application Form.IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES INDEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORYPARTICIPANT‟S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER ANDBENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORSMUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLYTHE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THEBID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSUREDTHAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE INTHE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM.These Demographic Details would be used for all correspondence with the Bidders including mailing of theCANs/Allocation Advice and making refunds as per the modes disclosed and the Demographic Details given byBidders in the Bid cum Application Form would not be used for these purposes by the Registrar. Hence, Biddersare advised to update their Demographic Details as provided to their Depository Participants and ensure thatthey are true and correct. By signing the Bid cum Application Form, Bidder would have deemed to authorize thedepositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details asavailable on its records.In case of Bidders receiving refunds through electronic transfer of funds, delivery of refund orders/allocation advice/CANs may get delayed if the same once sent to the address obtained from thedepositories are returned undelivered. In such an event, the address and other details given by the Bidderin the Bid cum Application Form would be used only to ensure dispatch of refund orders. Please note thatany such delay shall be at the Bidders sole risk and neither the Company, the Registrar, EscrowCollection Bank(s) nor the BRLMs shall be liable to compensate the Bidder for any losses caused to theBidder due to any such delay or liable to pay any interest for such delay.In case no corresponding record is available with the Depositories that matches three parameters, namely, PANof the sole/first Bidders, the Depository Participant‟s identity (DP ID) and the beneficiary‟s identity, then suchBids are liable to be rejected.Bids under Power of AttorneyIn case of Bids (including ASBA Bids) made pursuant to a power of attorney or by limited companies, corporatebodies, registered societies, registered societies, FIIs, Mutual Funds, insurance companies and provident fundswith minimum corpus of Rs. 2500 lakhs (subject to applicable law) and pension funds with a minimum corpusof Rs. 2500 lakhs a certified copy of the power of attorney or the relevant resolution or authority, as the casemay be, along with a certified copy of the memorandum and articles of association and/or bye laws must belodged along with the Bid cum Application Form. Failing this, the Company reserves the right to accept orreject any Bid in whole or in part, in either case, without assigning any reason.In addition to the above, certain additional documents are required to be submitted by the following entities:(a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must belodged along with the Bid cum Application Form.(b) With respect to Bids by insurance companies registered with the Insurance Regulatory and DevelopmentAuthority, in addition to the above, a certified copy of the certificate of registration issued by the InsuranceRegulatory and Development Authority must be lodged along with the Bid cum Application Form.(c) With respect to Bids made by provident funds with a minimum corpus of Rs. 2500 lakhs (subject toapplicable law) and pension funds with a minimum corpus of Rs. 2500 lakhs, a certified copy of acertificate from a chartered accountant certifying the corpus of the provident fund/pension fund must belodged along with the Bid cum Application Form. The Company, in its absolute discretion, reserve the rightto relax the above condition of simultaneous lodging of the power of attorney along with the Bid cumApplication Form, subject to such terms and conditions that the Company and the BRLMs may deem fit.The Company in our absolute discretion, reserve the right to permit the holder of the power of attorney torequest the Registrar that for the purpose of printing particulars on the refund order and mailing of therefund order/CANs/allocation advice, the Demographic Details given on the Bid cum Application Form303

should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar shalluse Demographic Details as given in the Bid cum Application Form instead of those obtained from thedepositories.Bids by Non-Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on arepatriation basis.Bids and revision to Bids must be made in the following manner:1. On the Bid cum Application Form or the Revision Form, as applicable ([•] in colour), and completed in full inBLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.2. In a single name or joint names (not more than three and in the same order as their Depositary ParticipantDetails).3. Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs but not in the names ofminors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Bids by EligibleNRIs for a Bid Amount of up to Rs. 1,00,000 would be considered under the Retail Portion for the purposesof allocation and Bids for a Bid Amount of more than Rs. 1,00,000 would be considered under Non-Institutional Portion for the purposes of allocation.Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bankcharges and / or commission. In case of Bidders who remit money through Indian Rupee draftspurchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freelyconvertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time ofremittance and will be dispatched by registered post or if the Bidders so desire, will be credited to theirNRE accounts, details of which should be furnished in the space provided for this purpose in the Bid cumApplication Form. The Company will not be responsible for loss, if any, incurred by the Bidder onaccount of conversion of foreign currency.As per the existing policy of the Government of India, OCBs are not permitted to participate in the Issue.There is no reservation for Eligible NRIs and FIIs and all Bidders will be treated on the same basis withother categories for the purpose of allocation.Payment InstructionsEscrow Mechanism for Bidders other than ASBA BiddersOur Company and the BRLMs shall open Escrow Accounts with one or more Escrow Collection Banks inwhose favor the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revisionof the Bid. Cheques or demand drafts received for the full Bid amount from Bidders in a certain category wouldbe deposited in the Escrow Account. The Escrow Collection Banks will act in terms of the Red HerringProspectus and an Escrow Agreement to be entered into amongst the Company, the BRLM, Escrow Bankersand Registrar to the Issue. The monies in the Escrow Account shall be maintained by the Escrow CollectionBank(s) for and on behalf of the Bidders. The Escrow Collection Bank(s) shall not exercise any lien whatsoeverover the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the DesignatedDate, the Escrow Collection Banks shall transfer the monies from the Escrow Account to the Issue Account withthe Bankers to the Issue as per the terms of the Escrow Agreement. Payments of refunds to the Bidders shallalso be made from the Escrow Account as per the terms of the Escrow Agreement and the Red HerringProspectus.The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as anarrangement between the Escrow Collection Bank(s), our Company, Registrar to the Issue and BRLMs tofacilitate collection from the Bidders.Payment mechanism for ASBA BiddersThe ASBA Bidders shall specify the bank account number in the ASBA BCAF and the SCSB shall block anamount equivalent to the Bid Amount in the bank account specified in the ASBA BCAF. The SCSB shall keepthe Bid Amount in the relevant bank account blocked until withdrawal/ rejection of the ASBA Bid or receipt ofinstructions from the Registrar to unblock the Bid Amount. In the event of withdrawal or rejection of ASBA304

BCAF or for unsuccessful ASBA BCAFs, the Registrar shall give instructions to the SCSB to unblock theapplication money in the relevant bank account within one day of receipt of such instruction. The Bid Amountshall remain blocked in the ASBA Account until finalisation of the Basis of Allotment in the Issue andconsequent transfer of the Bid Amount to the Public Issue Account, or until withdrawal/ failure of the Issue oruntil rejection of the ASBA Bid, as the case may be.Payment into Escrow Account for Bidders other than ASBA Bidders:1. QIB, Non-Institutional Bidders and Retail Individual Bidders shall, with the submission of the Bid cumApplication Form, draw a payment instrument for the Bid Amount in favour of the Escrow Account andsubmit the same to the members of the Syndicate.2. Anchor Investors would be required to pay the Bid Amount at the time of submission of the application formthrough RTGS mechanism. In the event of Issue Price being higher than the price at which allocation ismade to Anchor Investors, the Anchor Investors shall be required to pay such additional amount to theextent of shortfall between the price at which allocation is made to them and the Issue Price. If the IssuePrice is lower than the price at which allocation is made to Anchor Investors, the amount in excess of theIssue Price paid by Anchor Investors shall not be refunded to them.3. The payment instruments for payment into the Escrow Account should be drawn in favor of:a. In case of QIBs: "Escrow Account – Jain Infra Public Issue - QIB - R";b. In case of Resident Anchor Investors: “Jain Infra Public Issue – Escrow Account – Anchor Investor -R”;c. In case of Non-Resident Anchor Investor: “Jain Infra Public Issue – Escrow Account – AnchorInvestor - NR”d. In case of non-resident QIB Bidders: “Escrow Account – Jain Infra Public Issue - QIB - NR”;e. In case of Resident Retail and Non Institutional Bidders: “Escrow Account – Jain Infra - Public Issue -R”;f. In case of Non Resident Retail and Non Institutional Bidders: “Escrow Account – Jain Infra - PublicIssue - NR”;4. In case of bids by NRIs applying on a repatriation basis, the payments must be made through Rupee draftspurchased abroad or cheques or bank drafts, for the amount payable on application remitted through normalbanking channels or out of funds held in the Non-Resident External (NRE) Accounts or the ForeignCurrency Non-Resident Accounts (FCNR), maintained with banks authorised to deal in foreign exchange inIndia, along with documentary evidence in support of the remittance. Payment will not be accepted out ofNon-Resident Ordinary (NRO). Payment by drafts should be accompanied by bank certificate confirmingthat the draft has been issued by debiting to the NRE Account or the Foreign Currency Non- ResidentAccount.5. In case of Bids by NRIs applying on non-repatriation basis, the payments must be made through Indian RupeeDrafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted throughnormal banking channels or out of funds held in Non-Resident External (NRE) Accounts or ForeignCurrency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange inIndia, along with documentary evidence in support of the remittance or out of a Non-Resident Ordinary(NRO) Account of a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts should beaccompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNRor NRO Account.6. In case of Bids by FIIs, the payment should be made out of funds held in Special Rupee Account along withdocumentary evidence in support of the remittance. Payment by drafts should be accompanied by bankcertificate confirming that the draft has been issued by debiting to Special Rupee Account.7. Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excessamount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Sharesallocated, will be refunded to the Bidder from the Refund Accounts.8. The monies deposited in the Escrow Account will be held for the benefit of the Bidders till the DesignatedDate.305

9. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the Escrow Account asper the terms of the Escrow Agreement into the Public Issue Account with the Banker to the Issue.10. No later than 11 working days from the Bid/Issue Closing Date, the Refund Bank shall also refund allamounts payable to unsuccessful Bidders and also the excess amount paid on Bidding, if any, afteradjusting for allocation to the Successful Bidders Payments should be made by cheque, or a demand draftdrawn on any bank (including a Co-operative bank), which is situated at, and is a member of or submemberof the bankers‟ clearing house located at the center where the Bid cum Application Form issubmitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will notbe accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/stock invest/money orders/ postal orders will not be accepted.Payment by Stock investIn terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.001/2003-04 dated November 5,2003, the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of bid moneyhas been withdrawn. Hence, payment through stockinvest would not be accepted in this Issue. No separatereceipts shall be issued for the money payable on the submission of Bid cum Application Form or RevisionForm. However, the collection center of the members of the Syndicate will acknowledge the receipt of the Bidcum Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip.This acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of theBidder.Payment by cash/ / money orderPayment through cash/ / money order shall not be accepted in this Issue.Submission of Bid cum Application FormAll Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee chequesor drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. With respectto ASBA Bidders, the ASBA BCAF or the ASBA Revision Form shall be submitted to the Designated Branchesof the SCSBs. No separate receipts shall be issued for the money payable on the submission of Bid cumApplication Form or Revision Form. However, the collection centre of the members of the Syndicate willacknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to theBidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cumApplication Form for the records of the Bidder.Other InstructionsJoint Bids in the case of IndividualsBids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will bemade out in favor of the Bidder whose name appears first in the Bid cum Application Form or Revision Form(„First Bidder‟). All communications will be addressed to the First Bidder and will be dispatched to his or heraddress.Multiple BidsA Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required.Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. TheCompany reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.In this regard, the procedures which would be followed by the Registrar to the Issue to detect multipleapplications are given below:• All applications will be checked for common PAN and Bids with common PAN will be identified as multipleunless they are from mutual funds for different schemes / plans or from portfolio managers registered assuch with SEBI seeking to invest under different schemes / plans.306

•In case of a Mutual Fund/ a SEBI registered port folio managers, a separate Bid can be made in respect of eachscheme of the Mutual Funds/ scheme and such Bids in respect of more than one scheme will not be treatedas multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. Bidsby QIBs under the Anchor Investor Portion and QIB Portion (excluding Anchor Investor Portion) will notbe considered as multiple Bids.Permanent Account Number (“PAN”)The Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her PAN allottedunder the I.T. Act. Applications without this information and documents will be considered incomplete and areliable to be rejected. It is to be specifically noted that Bidders should not submit the GIR number insteadof the PAN as the Bid is liable to be rejected on this ground.This requirement is not applicable to Bids received on behalf of the Central and State Governments, fromresidents of the state of Sikkim and from officials appointed by the courtsRight to Reject BidsIn case of QIB Bidders, our Company, in consultation with the BRLMs may reject Bids provided that thereasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Biddersand Retail Individual Bidders who Bid, the Company has a right to reject Bids on technical grounds. Consequentrefunds shall be made by RTGS/NEFT/NES/Direct Credit / cheque or pay order or draft and will be sent to theBidder‟s address at the Bidder‟s risk. With respect to ASBA Bids, the Designated Branches of the SCSBs shallhave the right to reject ASBA Bids if at the time of blocking the Bid Amount in the Bidder‟s bank account, therespective Designated Branch ascertains that sufficient funds are not available in the Bidder‟s bank accountmaintained with the SCSB. Subsequent to the acceptance of the ASBA Bid by the SCSB, the Company wouldhave a right to reject the ASBA Bids only on technical grounds.Grounds for Technical RejectionsBidders are advised to note that Bids are liable to be rejected among others on the following technical grounds:1 Amount paid doesn‟t tally with the highest number of Equity Shares Bid for. With respect to ASBABids, the amounts mentioned in the ASBA BCAF does not tally with the amount payable for the valueof the Equity Shares Bid for;2 In case of partnership firms, Equity Shares may be registered in the names of the individual partnersand no firm as such shall be entitled to apply;3 Bids by Persons not competent to contract under the Indian Contract Act, 1872, including minors,insane persons;4 PAN number not stated and GIR number given instead of PAN number, except for Bids on behalf ofthe Central and State Governments, residents of the state of Sikkim and officials appointed by thecourts;5 Bids by persons who are not eligible to acquire Equity Shares in terms of any rules, regulations andguidelines.6 Bids or revisions thereof by QIB Bidders by non-institutional Bidders uploaded after 4:00pm on theBids / Offer Closing prices.7 Bids for lower number of Equity Shares than specified for that category of investors;8 Bids at a price less than lower end of the Price Band;9 Bids at a price more than the higher end of the Price Band;10 Bids at cut-off price by Non-Institutional and QIB Bidders;307

11 Bids for number of Equity Shares which are not in multiples of [●];12 Category not ticked;13 Multiple bids as defined in this Draft Red Herring Prospectus;14 In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevantdocuments are not submitted;15 Bids accompanied by Stock invest/ money order/postal order/cash;16 Signature of sole and / or joint bidders missing. With respect to ASBA Bids, the Bid cum Applicationform not being signed by the account holders, if the account holder is different from the Bidder;17 Bid cum Application Form does not have the stamp of the BRLMs or Syndicate Member;18 ASBA Bid cum Application Form does not have the stamp of the SCSB;19 Bids by QIBs not submitted through the BRLMs or their affiliates or in case of ASBA Bids for QIBs,not intimated to the BRLM;20 Bid cum Application Form does not have Bidder‟s depository account details;21 In case no corresponding record is available with the Depository that matches three parameters: PANof the sole name of the Bidder, Depository Participant‟s identity (DP ID) and beneficiary‟s accountnumber;22 Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the Bidcum Application Form, Bid/Issue Opening Date advertisement and the Red Herring Prospectus and asper the instructions in the Red Herring Prospectus and the Bid cum Application Form;23 With respect to ASBA Bids, inadequate funds in the bank account to block the Bid Amount specifiedin the ASBA BCAF at the time of blocking such Bid Amount in the bank account;24 Bids for amounts greater than the maximum permissible amounts prescribed by the regulations. Forfurther details, please refer to the paragraph titled „Issue Procedure - Maximum and Minimum BidSize‟ beginning on page 293 of this Draft Red Herring Prospectus;25 Bids where clear funds are not available in Escrow Accounts as per final certificate from the EscrowCollection Banks;26 Bids by U.S. Persons (as defined in Regulation S) other than entities in the United States (as defined inRegulation S) that are „qualified institutional buyers‟ as defined in Rule 144A of the U.S. SecuritiesAct;27 Bids by any person outside India if not in compliance with applicable foreign and Indian Laws;28 Bids not uploaded on the terminals of the Stock Exchanges;29 Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBIor any other regulatory authority;30 Bids by OCBs;31 In case the DP ID, client ID and PAN mentioned in the Bid Cum Application Form and entered into theelectronic bidding system of the Stock Exchanges by the members of the Syndicate do not match withthe DP ID, client ID and PAN available in the records with the depositaries.32 Non-submissions bank account details in the space provided in the application form.308

33 Age of the First /Sole Bidder not given; and34 Application on plain paper.Basis of Allotment or AllocationFor Retail Individual Bidders1 Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped togetherto determine the total demand under this category. The allotment to all the successful Retail IndividualBidders will be made at the Issue Price.2 The Issue less allotment to Non-Institutional and QIB Bidders shall be available for allotment to RetailIndividual Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.3 If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the IssuePrice, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids.4 If the aggregate demand in this category is greater than [•] Equity Shares at or above the Issue Price,the allotment shall be made on a proportionate basis not more than [•] Equity Shares. For the method ofproportionate basis of allotment, refer below.For Non-Institutional Bidders1 Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together todetermine the total demand under this category. The allotment to all successful Non-InstitutionalBidders will be made at the Issue Price.2 The Issue Size less allotment to QIBs and Retail Portion shall be available for allotment to Non-Institutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.3 If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the IssuePrice, full allotment shall be made to Non-Institutional Bidders to the extent of their demand.4 In case the aggregate demand in this category is greater than [•] Equity Shares at or above the IssuePrice, allotment shall be made on a proportionate basis not less than [] Equity Shares. For the methodof proportionate basis of allotment refer below.For Qualified Institutional Bidders (excluding the Anchor Investor Portion)1 Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to determinethe total demand under this portion. The Allotment to all the QIB Bidders will be made at the IssuePrice.2 The QIB Portion shall be available for allotment to QIB Bidders who have Bid in the Issue at a pricethat is equal to or greater than the Issue Price.3 Allotment shall be undertaken in the following manner:(a)In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion (excluding theAnchor Investor Portion) shall be determined as follows:(i)In the event that Mutual Fund Bids exceeds 5% of the QIB Portion (excluding theAnchor Investor Portion), allocation to Mutual Funds shall be done on aproportionate basis for up to 5% of the QIB Portion (excluding the Anchor InvestorPortion).309

(ii)(iii)In the event that the aggregate demand from Mutual Funds is less than 5% of the QIBPortion (excluding the Anchor Investor Portion) then all Mutual Funds shall get fullallotment to the extent of valid bids received above the Issue Price.Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall beavailable for allotment to all QIB Bidders as set out in (b) below;(b)In the second instance Allotment to all QIBs shall be determined as follows:(i)(ii)(iii)In the event that the oversubscription in the QIB Portion, all QIB Bidders who havesubmitted Bids above the Issue Price shall be allotted Equity Shares on aproportionate basis for up to 95% of the QIB Portion.Mutual Funds, who have received allocation as per (a) above, for less than thenumber of Equity Shares Bid for by them, are eligible to receive Equity Shares on aproportionate basis along with other QIB Bidders.Under-subscription below 5% of the QIB Portion (excluding the Anchor InvestorPortion), if any, from Mutual Funds, would be included for allocation to theremaining QIB Bidders on a proportionate basis.The aggregate allotment available for allocation to QIB Bidders shall not be more than [•] Equity Shares.For Anchor Investor Portion1 Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at thediscretion of the Company, in consultation with the BRLM, subject to compliance with the followingrequirements:(a)(b)(c)not more than 30% of the QIB Portion will be allocated to Anchor Investors;one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subjectto valid Bids being received from domestic Mutual Funds at or above the price at whichallocation is being done to other Anchor Investors;allocation to Anchor Investors shall be on a discretionary basis and subject to a minimumnumber of two Anchor Investors for allocation upto Rs. 25,000 lakhs and minimum number offive Anchor Investors for allocation more than Rs. 25,000 lakhs.2 The number of Equity Shares Allotted to Anchor Investors and the Anchor Investor Issue Price, shallbe made available in the public domain by the BRLMs before the Bid/ Issue Opening Date byintimating the Stock Exchanges.Method of proportionate basis of allotment in this IssueIn the event of the Issue being over-subscribed, we shall finalise the basis of allotment in consultation with theDesignated Stock Exchange. The Executive Director (or any other senior official nominated by them) of theDesignated Stock Exchange along with the BRLMs and the Registrar to the Issue shall be responsible forensuring that the Basis of Allotment is finalised in a fair and proper manner.The allotment shall be made in marketable lots, on a proportionate basis as explained below:1. Bidders will be categorised according to the number of Equity Shares applied for;2. The total number of Equity Shares to be allotted to each category as a whole shall be arrived at on aproportionate basis, which is the total number of Equity Shares applied for in that category (number ofBidders in the category multiplied by the number of Equity Shares applied for) multiplied by theinverse of the over-subscription ratio;310

3. Number of Equity Shares to be Allotted to the successful Bidders will be arrived at on a proportionatebasis, which is total number of Equity Shares applied for by each Bidder in that category multiplied bythe inverse of the over-subscription ratio.4. In all Bids where the proportionate Allotment is less than [●] Equity Shares per Bidder, the allotmentshall be made as follows:i. Each successful Bidder shall be allotted a minimum of [●] Equity Shares; andii.The successful Bidders out of the total Bidders for a category shall be determined by draw oflots in a manner such that the total number of Equity Shares allotted in that category is equalto the number of Equity Shares calculated in accordance with (b) above.5. If the proportionate allotment to a Bidder is a number that is more than [●] but is not a multiple of one(which is the marketable lot), the number in excess of the multiple of one would be rounded off to thehigher multiple of one if that number is 0.5 or higher. If that number is lower than 0.5, it would berounded off to the lower multiple of one. All Bidders in such categories would be Allotted EquityShares arrived at after such rounding off.6. If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Sharesallotted to the Bidders in that category, the remaining Equity Shares available for allotment shall befirst adjusted against any other category, where the allotted shares are not sufficient for proportionateallotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining aftersuch adjustment will be added to the category comprising Bidders applying for minimum number ofEquity Shares.7. Subject to valid Bids being received, allocation of Equity Shares to Anchor Investors shall be at thesole discretion of the Company, in consultation with the BRLM.Illustration of Allotment to QIBs and Mutual Funds (“MF”)A. Issue DetailsSr. No. Particulars Issue details1. Issue size 2,000 lacs Equity Shares2. Allocation to QIB (50%) 1,000 lacs Equity Shares3. Anchor Investor Portion 300 lacs Equity Shares4. Portion available to QIBs other than Anchor700 lacs Equity SharesInvestors [(2) minus (3)]Of which:a. Allocation to MF (5%) 35 lacs Equity Sharesb. Balance for all QIBs including MFs 665 lacs Equity Shares3 No. of QIB applicants 104 No. of shares applied for 5,000 lacs Equity SharesB.Details of QIB BidsSr. No. Type of QIB bidders # No. of Equity Shares bid for (in lacs)1 A1 5002 A2 2003 A3 1,3004 A4 5005 A5 5006 MF1 4007 MF2 4008 MF3 8009 MF4 200311

Sr. No. Type of QIB bidders # No. of Equity Shares bid for (in lacs)10 MF5 200Total 5,000# A1-A5: (QIB bidders other than MFs), MF1-MF5 (QIB bidders which are Mutual Funds)C.Details of Allotment to QIB Bidders/ ApplicantsType ofQIBbiddersEquityShares bidfor (inmillion)Allocation of 35 lacs EquityShares to MFproportionately (please seenote 2 below)(Number of Equity Shares in lacs)Allocation of balance 665 lacs AggregateEquity Shares to QIBs allocation toproportionately (please see MFsnote 4 below)(I) (II) (III) (IV) (V)A1 500 0 670 0A2 200 0 268 0A3 1,300 0 174.1 0A4 500 0 67 0A5 500 0 67 0MF1 400 7 52.6 59.6MF2 400 7 52.6 59.6MF3 800 14 105.3 119.3MF4 200 3.5 26.3 29.8MF5 200 3.5 26.3 29.85,000 35 665 298.2Please note:1.The illustration presumes compliance with the requirements specified in this Draft Red Herring Prospectus inthe section titled “Issue Structure” beginning on page 283 of this Draft Red Herring Prospectus.2.Out of 700 lacs Equity Shares allocated to QIBs, 35 lacs (i.e. 5%) will be allocated on proportionate basisamong five Mutual Fund applicants who applied for 2,000 lacs Equity Shares in QIB category.3.The balance 665 lacs Equity Shares (i.e. 70-3.5 (available for MFs)) will be allocated on proportionate basisamong 10 QIB applicants who applied for 5,000 lacs Equity Shares (including five MF applicants whoapplied for 2,000 lacs Equity Shares).4.The figures in the fourth column entitled “Allocation of balance 665 lacs Equity Shares to QIBsproportionately” in the above illustration are arrived as under:For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in column II) X66.5 / 496.5.For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of the table above)less Equity Shares allotted ( i.e., column III of the table above)] X 79.80 / 495.80.The numerator and denominator for arriving at allocation of 840 lacs Equity Shares to the 10 QIBs are reducedby 42 lacs Equity Shares, which have already been allotted to Mutual Funds in the manner specified in columnIII of the table above.Equity Shares in Dematerialized Form with NSDL or CDSLAs per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall beallotted only in a dematerialized form, (i.e. not in the form of physical certificates but be fungible and berepresented by the statement issued through the electronic mode). In this context, two agreements have beensigned among us, the respective Depositories and the Registrar to the Issue:a. a tripartite agreement dated 4 March 2008 with NSDL, our Company and Registrar to the Issue;312

. a tripartite agreement dated 17 January 2008 with CDSL, our Company and Registrar to the Issue.All bidders can seek Allotment only in dematerialized mode. Bids from any investor without relevant details ofhis or her depository account are liable to be rejected.(a)(b)(c)(d)(e)(f)(g)(h)(i)A Bidder applying for Equity Shares must have at least one beneficiary account with either of theDepository Participants of either NSDL or CDSL prior to making the Bid.The Bidder must necessarily fill in the details (including the Beneficiary Account Number andDepository Participant‟s Identification number) appearing in the Bid cum Application Form orRevision Form.Equity Shares allotted to a successful Bidder will be credited in electronic form directly to thebeneficiary account (with the Depository Participant) of the BidderNames in the Bid cum Application Form or Revision Form should be identical to those appearing in theaccount details in the Depository. In case of joint holders, the names should necessarily be in the samesequence as they appear in the account details in the Depository.Non-transferable allotment advice will be directly sent to the Bidder by the Registrar to this Issue.Refunds will be made directly by the Registrar to the Issue as per the modes disclosed.If incomplete or incorrect details are given under the heading „Request for Equity Shares in electronicform‟ in the Bid cum Application Form or Revision Form, it is liable to be rejected.The Bidder is responsible for the correctness of his or her demographic details given in the Bid cumApplication Form vis-à-vis those with his or her Depository Participant.It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges havingelectronic connectivity with NSDL and CDSL. All the Stock Exchanges where our Equity Shares areproposed to be listed have electronic connectivity with CDSL and NSDL.The trading of the Equity Shares of the Company would be in dematerialized form only for allinvestors.CommunicationsAll future communications in connection with Bids made in this Issue should be addressed to the Registrar tothe Issue quoting the full name of the sole or First Bidder, Bid cum Application Form number, number of EquityShares applied for, date, bank and branch where the Bid was submitted and cheque, number and issuing bankthereof.Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue orpost-Issue related problems such as non-receipt of letters of allotment, credit of allotted Equity Shares inthe respective beneficiary accounts, refund orders etc.ImpersonationAttention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of theCompanies Act, which is reproduced below:“Any person who:(a)(b)makes in a fictitious name, an application to a company for acquiring or subscribing for, any sharestherein; orotherwise induces a company to allot, or register any transfer of shares therein to him, or any otherperson in a fictitious name,shall be punishable with imprisonment for a term which may extend to five years”.313

PAYMENT OF REFUNDBidders other than ASBA Bidders must note that on the basis of the names of the Bidders, DepositoryParticipant‟s name, DP ID, Beneficiary Account number provided by them in the Bid cum Application Form,the Registrar to the Issue will obtain, from the Depositories, the Bidders‟ bank account details, including thenine digit Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf. Hence Biddersare advised to immediately update their bank account details as appearing on the records of the DepositoryParticipant. Please note that failure to do so could result in delays in dispatch of refund order or refunds throughelectronic transfer of funds, as applicable, and any such delay shall be at the Bidders‟ sole risk and neither theCompany, the Registrar to the Issue, Escrow Collection Bank(s), Bankers to the Issue nor the BRLMs shall beliable to compensate the Bidders for any losses caused to the Bidder due to any such delay or liable to pay anyinterest for such delay.Mode of making refundsThe payment of refund, if any, for Bidders other than ASBA Bidders would be done through various modes inthe following order of preference:1.ECS – Payment of refund would be done through ECS for applicants having an account at any of the centreswhere such facility has been made available. This mode of payment of refunds would be subject toavailability of complete bank account details including the MICR code as appearing on a cheque leaf,from the Depositories. The payment of refunds is mandatory for applicants having a bank account atany of the centres where such facility is made available, except where the applicant, being eligible, optsto receive refund through direct credit or RTGS.2.Direct Credit – Applicants having bank accounts with the Refund Bank (s), as mentioned in the Bid cumApplication Form, shall be eligible to receive refunds through direct credit. Charges, if any, levied bythe Refund Bank(s) for the same would be borne by the Company.3.RTGS – Applicants having a bank account at any of the centres where such facility is available and whoserefund amount exceeds Rs. 10.00 lacs, has the option to receive refund through RTGS. Such eligibleapplicants who indicate their preference to receive refund through RTGS are required to provide theIFSC code in the Bid cum Application Form. In the event the same is not provided, refund shall bemade through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by theCompany. Charges, if any, levied by the applicant‟s bank receiving the credit would be borne by theapplicant.4.NEFT – Payment of refund shall be undertaken through NEFT wherever the applicants‟ bank has beenassigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink CharacterRecognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained fromthe website of RBI as on a date immediately prior to the date of payment of refund, duly mapped withMICR numbers. Wherever the applicants have registered their nine digit MICR number and their bankaccount number while opening and operating the demat account, the same will be duly mapped withthe IFSC Code of that particular bank branch and the payment of refund will be made to the applicantsthrough this method. The process flow in respect of refunds by way of NEFT is at an evolving stageand hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the eventthat NEFT is not operationally feasible, the payment of refunds would be made through any one of theother modes as discussed in the sections.For all other applicants, including those who have not updated their bank particulars with the MICR code, therefund orders will be dispatched under certificate of posting for value up to Rs. 1,500 and through Speed Post/Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by cheques, pay orders ordemand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received.Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable bythe Bidders.Disposal of Applications and Application Moneys314

Our Company shall give credit of Equity Share allotted to the beneficiary account with Depository Participantswithin 10 (eleven) working days of the Bid Closing Date / Issue Closing Date.Applicants residing at 68 centers where clearing houses are managed by the Reserve Bank of India (RBI) willget refunds through ECS only (subject to availability of all information for crediting the refund through ECS)except where applicants are otherwise disclosed as eligible to get refunds through Direct Credit, NEFT orRTGS. In case of other applicants, our Company shall ensure dispatch of refund orders, if any, of value up toRs. 1,500 by "Under Certificate of Posting", and shall dispatch refund orders above Rs. 1,500, if any, byregistered post or speed post, except for Bidders who have opted to receive refunds through the Direct Credit,NEFT, RTGS or ECS facility. Applicants to whom refunds are made through electronic transfer of funds will besent a letter through ordinary post intimating them about the mode of credit of refund within 11 working days ofclosure of Issue. Our Company shall ensure dispatch of refund orders, if any, by "Under Certificate of Posting"or registered post or speed post or Direct Credit, NEFT, RTGS or ECS, as applicable, only at the sole or FirstBidder's sole risk within 11 working days of the Bid Closing Date/Issue Closing Date, and adequate funds formaking refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrarto the Issue by the Issuer. Our Company shall ensure dispatch of allotment advice, refund orders and givebenefit to the beneficiary account with Depository Participants and submit the documents pertaining to theallotment to the Stock Exchanges within 1 (one) working day of date of Allotment. Our Company shall use bestefforts to ensure that all steps for completion of the necessary formalities for listing and commencement oftrading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within 4 (four)working days after the finalisation of the basis of allotment. In accordance with the Companies Act, therequirements of the Stock Exchanges and the SEBI Regulations we further undertake that:1. allotment of Equity Shares shall be made only in dematerialised form within 10 (ten) working days ofthe Bid /Issue Closing Date;2. dispatch of refund orders, except for Bidders who can receive refunds through Direct Credit, NEFT,RTGS or ECS, shall be done within 11 (eleven) working days from the Bid/Issue Closing Date wouldbe ensured;3. instructions to SCSBs to unblock the funds in the relevant ASBA Account for withdrawn rejected orunsuccessful Bids shall be made within 10 (ten) working days of the Bid/Issue Closing Date shall beensured; and4. We shall pay interest at 15% p.a. if the allotment letters/ refund orders have not been dispatched to theapplicants or if, in a case where the refund or portion thereof is made in electronic manner throughDirect Credit, NEFT, RTGS or ECS, the refund instructions have not been given to the clearing systemin the disclosed manner within 8 (eight) days, as per Section 73 of the Companies Act, post the 10 thworking day from the Bid/Issue Closing Date or if instructions to SCSBs to unblock funds in theASBA Accounts are not given within 11 working days of the Bid/Issue Closing Date, as the case maybe and as stated above.The Registrar to the Issue and our Company shall file the confirmation of demat credit of Equity Shares andrefund dispatch with the stock exchanges within 11 working days of the Bid/Issue Closing Date.Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by us, as an EscrowCollection Bank and payable at par at places where Bids are received, except for Bidders who have opted toreceive refunds through the Direct Credit, NEFT, RTGS or ECS facility. Bank charges, if any, for encashingsuch cheques, pay orders or demand drafts at other centers will be payable by the BiddersInterest in case of delay in dispatch of Allotment Letters or Refund Orders/ instruction to SCSB by theRegistrarThe Company agrees that the Allotment of Equity Shares in the Issue shall be made not later than 10 workingdays of the Bid/ Issue Closing Date. The Company further agrees that it shall pay interest at the rate of 15% p.a.if the allotment letters or refund orders have not been dispatched to the applicants or if, in a case where therefund or portion thereof is made in electronic manner, the refund instructions have not been given in thedisclosed manner within 11 working days from the Bid/ Issue Closing Date or instructions to SCSBs to unblockfunds in the ASBA Accounts shall be given within 11 working days of the Bid/Issue Closing Date, as the casemay be.315

The Company will provide adequate funds required for dispatch of refund orders or allotment advice to theRegistrar to the Issue.Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by the Company as aRefund Bank and payable at par at places where Bids are received. Bank charges, if any, for encashing suchcheques, pay orders or demand drafts at other centres will be payable by the Bidders.Undertaking by the CompanyWe undertake as follows:1. that the complaints received in respect of this Issue shall be attended to expeditiously and satisfactorily;2. that all steps will be taken for the completion of the necessary formalities for listing andcommencement of trading at all the stock exchanges where the Equity Shares are proposed to be listedwithin 12 (twelve) working days of the Bid/Issue Closing Date;3. that the funds required for making refunds as per the modes disclosed or dispatch of allotment adviceby registered post or speed post shall be made available to the Registrar to the Issue by us;4. That where refunds are made through electronic transfer of funds, a suitable communication shall besent to the applicant within 11 working days of the Bid/ Issue Closing Date, giving details of the bankwhere refunds shall be credited along with amount and expected date of electronic credit of refund;5. Instructions to SCSBs to unblock funds in the ASBA Accounts shall be given within 10 working day ofthe Bid/Issue Closing Date6. That the certificates of the securities/ refund orders to the non-resident Indians shall be dispatchedwithin specified time;7. That no further issue of Equity Shares shall be made till the Equity Shares offered through the RedHerring Prospectus are listed or until the Bid monies are refunded on account of non-listing, undersubscriptionetc.; and8. That adequate arrangements shall be made to collect all Applications Supported by Blocked Amountand to consider them similar to non-ASBA applications while finalizing the Basis of Allotment.Withdrawal of the IssueThe Company, in consultation with the BRLM, reserves the right not to proceed with the Issue anytime after theBid/Issue Opening Date but before the Allotment of Equity Shares. In such an event the Company would issue apublic notice in the newspapers, in which the pre-Issue advertisements were published, within two days of theBid/ Issue Closing Date, providing reasons for not proceeding with the Issue. The Company shall also informthe same to Stock Exchanges on which the Equity Shares are proposed to be listed.Any further issue of Equity Shares by the Company shall be in compliance with applicable laws.If our Company withdraws the Issue after the closure of bidding, our Company shall be required to file a freshdraft red herring prospectus with SEBI.Utilization of the Issue proceedsThe Board of Directors of our Company certifies that:(a)all monies received out of the Issue shall be transferred to a separate Bank Account other than the bankaccount referred to in sub-section (3) of Section 73 of the Companies Act;(b)details of all monies utilized out of this Issue referred above shall be disclosed under an appropriate separate316

head in the balance sheet of the Company indicating the purpose for which such unutilized monies havebeen invested; and(c)details of all unutilized monies out of this Issue, if any, shall be disclosed under an appropriate separate headin the balance sheet of our Company indicating the form in which such unutilized monies have beeninvested.317

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIESForeign investment in Indian securities is regulated through the Industrial Policy of the GoI, as notified throughpress notes and press releases issued from time to time, and FEMA and circulars and notifications issuethereunder. While the Industrial Policy prescribes the limits and the conditions subject to which foreigninvestment can be made in different sectors of the Indian economy, FEMA regulates the precise manner inwhich such investment may be made. Under the Industrial Policy, unless specifically restricted, foreigninvestment is freely permitted in all sectors of the Indian economy up to any extent and without any priorapprovals, but the foreign investor is required to follow certain prescribed procedures and reportingrequirements for making such investment. The government bodies responsible for granting foreign investmentapprovals are the Foreign Investment Promotion Board of the Government of India (“FIPB”) and the RBIInvestment by Non-Resident IndiansA variety of special facilities for making investments in India in shares of Indian companies isavailable to individuals of Indian nationality or origin residing outside India (“NRIs”). These facilitiespermit NRIs to make portfolio investments in shares and other securities of Indian companies on abasis not generally available to foreign investors. Under the portfolio investment scheme, NRIs arepermitted to purchase and sell equity shares of a company through a registered broker on the stockexchanges. NRIs collectively should not own more than 10% of the post-offer paid up capital of thecompany. However, this limit may be increased to 24% if the shareholders of the company pass aspecial resolution to that effect. No single NRI may own more than 5% of the post-offer paid upcapital of the company. NRI investment in foreign exchange is now fully repatriable whereasinvestments made in Indian Rupees through rupee accounts remain non-repatriable.As per the RBI Exchange Control Department Circular No. ADP (DIR Series) 13 dated November 29,2001, OCBs are not permitted to invest under the portfolio investment scheme in India. However,OCBs would continue to be eligible for making foreign direct investment under FEMA and theregulations thereunder as per notification no. FEMA 20/20000 RB dated May 3, 2000. Also, OCBscan sell their existing shareholdings through a registered broker on the stock exchanges.Investment by Foreign Institutional InvestorsForeign Institutional Investors (“FIIs”) including institutions such as pension funds, investment trusts,asset management companies, nominee companies and incorporated, institutional portfolio managerscan invest in all the securities traded on the primary and secondary markets in India. FIIs are requiredto obtain an initial registration from SEBI and a general permission from the RBI to engage intransactions regulated under FEMA. FIIs must also comply with the provisions of the SEBI (ForeignInstitutional Investors) Regulations, 1995, as amended from time to time. The initial registration andthe RBI‟s general permission together enable the registered FII to buy (subject to the ownershiprestrictions discussed below) and sell freely securities issued by Indian companies, to realize capitalgains or investments made through the initial amount invested in India, to subscribe or renouncerights issues for shares, to appoint a domestic custodian for custody of investments held and torepatriate the capital, capital gains, dividends, income received by way of interest and anycompensation received towards a sale or renunciation of rights issues of shares.Ownership restrictions of FIIsUnder the portfolio investment scheme, the overall issue of shares to FIIs on a repatriation basisshould not exceed 24% of post-issue paid-up capital of a company. However, the limit of 24% can beraised up to the permitted sectoral cap for that company if the approval of the board of directors andthe shareholders of the company is obtained. The offer of shares to a single FII should not exceed10% of the post-issue paid-up capital of the company. In respect of an FII investing in shares of acompany on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed10% of the total issued capital of that company. Under the SEBI Takeover Regulations, upon theacquisition of more than 5.0% of the outstanding shares or voting rights of a listed public Indian318

company, a purchaser is required to notify the company of such acquisition, and the company and thepurchaser are required to notify all the stock exchanges on which the shares of such company arelisted. Upon the acquisition of 15.0% or more of such shares or voting rights or a change in control ofthe company, the purchaser is required to make an open offer to the other shareholders offering topurchase at least 20.0% of all the outstanding shares of the company at a minimum offer price asdetermined pursuant to the SEBI Takeover Regulations. The above information is given for thebenefit of the Bidders and neither the Company nor the BRLM are liable for any modifications thatmay be made after the date of this Red Herring Prospectus.319

SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANYARTICLENO.PARTICULARSDETAILSSHARE CAPITAL3. Share Capital The Authorised Share Capital of the Company is Rs.60,00,00,000 dividedinto 6,00,00,000 shares of Rs.10/- each with power to increase, reduce,consolidate, divide, sub-divide any or all of its Share Capital and attachthereto such preferential, modified or special rights as may be determined,cancel and convert of all or any of its paid-up capital into stock and reconvertthat stock into paid-up shares of any denomination as may bedecided upon by the Company.The Company in the General Meeting may from time to time by a Specialresolution increase the capital by creation of new shares, such increase beof such aggregate amount and to be divided into shares of such amount asthe Resolution shall prescribe. The new shares shall be issued on suchterms and conditions and with such rights and privileges annexed theretoas the resolution shall prescribe, and in particular such shares may beissued with a preferential or qualified right to dividend and in distributionof assets of the company and with a right of voting in general meetings ofthe Company in conformity with Sections 87 and 88 of the Act. Wheneverthe Capital of the company has been increased under the provisions of thisArticle, the Directors shall comply with the provisions of Section 97 of theAct.4. Shares at the Subject to the provisions of Section 81 of the Act and these Articles, thedisposal of shares in the capital of the company for the time being shall be under theDirectorscontrol of the Directors who may issue, allot or otherwise dispose of thesame or any of them to such persons, in such proportion and on such termsand conditions and either at a premium or at par or (subject to thecompliance with the provision of Section 79 of the Act) at a discount andat such time as they may from time to time think fit and with the sanctionof the company in the General Meeting to give to any person or personsthe option or right to call for any shares either at par or premium duringsuch time and for such consideration as the Directors think fit, and mayissue and allot shares in the capital of the company on payment in full orpart of any property sold and transferred or for any services rendered to thecompany in the conduct of its business and any shares which may so beallotted may be issued as fully up shares and if so issued, shall be deemedto be fully paid shares. Provided that option or right to call of shares shallnot be given to any person or persons without the sanction of the company4.1 Further issue ofSharesin the General Meeting.Where at the time after the expiry of two years from the formation of thecompany or at any time after the expiry of one year from the allotment ofshares in the company made for the first time after its formation,whichever is earlier, it is proposed to increase the subscribed capital of thecompany by allotment of further shares either out of the un-issued capitalor out of the increased share capital then:a) Such further shares shall be offered to the persons who at the date ofthe offer, are holders of the equity shares of the company, inproportion, as near as circumstances admit, to the capital paid up onthose shares at the date.b) Such offer shall be made by a notice specifying the number of sharesoffered and limiting a time not less than fifteen days from the date ofthe offer and the offer if not accepted, will be deemed to have beendeclined.c) The offer aforesaid shall be deemed to include a right exercisable by320

ARTICLENO.PARTICULARSDETAILSthe person concerned to renounce the shares offered to them infavour of any other person and the notice referred to in sub clause(b) hereof shall contain a statement of this right.d) After expiry of the time specified in the aforesaid notice or onreceipt of earlier intimation from the person to whom such notice isgiven that he declines to accept the shares offered, the Board ofDirectors may dispose them off in such manner as they think mostbeneficial to the company4.2 Notwithstanding anything contained in sub-clause (1) thereof, the furthershares aforesaid may be offered to any persons (whether or not thosepersons include the persons referred to in clause (a) of sub-clause (1)hereof in any manner whatsoever.a) If a special resolution to that effect is passed by the company inGeneral Meeting, orb) Where no such special resolution is passed, if the votes cast(whether on a show of hands or on a poll as the case may be) infavour of the proposal contained in the resolution moved in generalmeeting (including the casting vote, if any, of the Chairman) by themembers who, being entitled to do so, vote in person, or whereproxies are allowed, by proxy, exceed the votes, if any, cast againstthe proposal by members, so entitled and voting and the CentralGovernment is satisfied, on an application made by the Board ofDirectors in this behalf that the proposal is most beneficial to thecompany.4.3 Nothing in sub-clause (c) of (1) hereof shall be deemed ;a) To extend the time within which the offer should be accepted; orb) To authorise any person to exercise the right of renunciation for asecond time on the ground that the person in whose favour therenunciation was first made has declined to take the sharescomprised in the renunciation.4.4 Nothing in this Article shall apply to the increase of the subscribed capitalof the company caused by the exercise of an option attached to thedebenture issued or loans raised by the company :a) To convert such debentures or loans into shares in the companyb) To subscribe for shares in the company.Provided that the terms of issue of such debentures or the terms of suchloans include a term providing for such option and such terms :a) Either has been approved by the Central Government before theissue of the debentures or the raising of the loans or is in conformitywith Rules, if any, made by that Government in this behalf; andb) In the case of debentures or loans or other than debentures issued toor loans obtained from Government or any institution specified bythe Central Government in this behalf, has also been approved by aspecial resolution passed by the company in General Meeting beforethe issue of the debentures or raising of the loans.c)5. Return of allotment As regards all allotments made from time to time the Company shall dulycomply with Section 75 of the Act.6. Issue of shares with Subject to the provision of the Act and other applicable provisions of law,321

ARTICLENO.PARTICULARSdifferential rights7. Shares at adiscount8. RedeemablePreference SharesDETAILSthe Company may issue shares, either equity or any other kind with nonvotingrights or otherwise or with differential rights as to dividend and theresolution(s) authorizing such issues shall prescribe the terms andgoverning such issues.With the previous authority of the Company in general meeting and thesanction of the Court / Company Law Tribunal and upon otherwisecomplying with Section 79 of the Act the Board may issue at a discountshares of a class already issued.(1) Subject to the provisions of this section, a company limited by sharesmay, if so authorized by its articles, issue preference shares which are, orat the option of the company are to be liable, to be redeemed :Provided that -(a) no such shares shall be redeemed except out of profits of the companywhich would otherwise be available for dividend or out of the proceeds ofa fresh issue of shares made for the purposes of the redemption;(b) no such shares shall be redeemed unless they are fully paid;(c) the premium, if any, payable on redemption shall have been providedfor out of the profits of the company or out of the company's securitypremium account, before the shares are redeemed;(d) where any such shares are redeemed otherwise than out of the proceedsof a fresh issue, there shall, out of profits which would otherwise havebeen available for dividend, be transferred to a reserve fund, to be calledthe capital redemption reserve account, a sum equal to the nominal amountof the shares redeemed; and the provisions of this Act relating to thereduction of the share capital of a company shall, except as provided in thissection, apply as if the capital redemption reserve account were paid-upshare capital of the company..”The company may issue/convert/redeem the Preference shares includingCumulative Convertible Preference Shares and Cumulative PreferenceShares to and in accordance with Section 80 of the Act.(1) Subject to the provisions of this section, a company limited by sharesmay, if so authorized by its articles, issue preference shares which are, orat the option of the company are to be liable, to be redeemed :Provided that -(a) no such shares shall be redeemed except out of profits of the companywhich would otherwise be available for dividend or out of the proceeds ofa fresh issue of shares made for the purposes of the redemption;(b) no such shares shall be redeemed unless they are fully paid;(c) the premium, if any, payable on redemption shall have been providedfor out of the profits of the company or out of the company's securitypremium account, before the shares are redeemed;(d) where any such shares are redeemed otherwise than out of the proceedsof a fresh issue, there shall, out of profits which would otherwise havebeen available for dividend, be transferred to a reserve fund, to be calledthe capital redemption reserve account, a sum equal to the nominal amountof the shares redeemed; and the provisions of this Act relating to thereduction of the share capital of a company shall, except as provided in thissection, apply as if the capital redemption reserve account were paid-upshare capital of the company.The company may issue/convert/redeem the Preference shares includingCumulative Convertible Preference Shares and Cumulative PreferenceShares to and in accordance with Section 80 of the Act:(1) A limited company having a share capital, may, if so authorised by itsarticles, alter the conditions of its memorandum as follows, that is to say, it322

ARTICLENO.PARTICULARSDETAILSmay -(a) increase its share capital by such amount as it thinks expedient byissuing new shares;(b) consolidate and divide all or any of its share capital into shares oflarger amount than its existing shares;(c) convert all or any of its fully paid up shares into stock, and reconvertthat stock into fully paid up shares of any denomination;(d) sub-divide its shares, or any of them, into shares of smaller amountthan is fixed by the memorandum, so however, that in the sub-division theproportion between the amount paid and the amount, if any, unpaid oneach reduced share shall be the same as it was in the case of the share fromwhich the reduced share is derived;(e) Cancel shares which, at the date of the passing of the resolution in thatbehalf, have not been taken or agreed to be taken by any person, anddiminish the amount of its share capital by the amount of the shares socancelled.The shareholder‟s rights attached to the shares of any class maybe variedwith the consent of the Shareholders may be varied from time to timesubject to the provisions of Sections 106 and 107 of the Act.The Company shall keep the Register of Members and the Register ofdebenture Holders in accordance with Section 150 and 152 of the Act.Upon issuance of shares and debentures the Company is authorized to keepsubject to Section 157 and 158 of the Act in any State or country outsideIndia a Branch Register of Members resident in that State or country.9. Purchase ofCompany‟s ownShares10. Numbering ofShares11. Company notbound to recogniseany interest inshare other that ofregistered holder orbeneficial owner12. Sweat EquitySharesCERTIFICATESThe Company shall cause to be kept an Index of Members and an Index ofDebenture Holders in accordance with Sections 151 and 152 of the Act.The Company shall purchase its own shares and other specified securitiessubject to the provisions of Section 77-A (2) and 77-B out of its freereserves or securities premium account or proceeds of any shares or otherspecified securities. Provided that no buy-back of any kind of shares orother securities shall be made out of proceeds of an earlier issue of theshares or same kind of other specified securities.Each share in the share capital shall be distinguished by its appropriatenumber in accordance with Section 83 of the Act. Every forfeited orsurrendered share shall continue to bear the number by which the samewas originally distinguished.Provided that nothing in Section 83 of the Act shall apply to the sharesheld with the Depository.Except as ordered by the Court of competent jurisdiction or as required byLaw, the company shall be entitled to treat the persons whose nameappears on the register of members as the holder of any share or where thename appears as the beneficial owner of shares in the records of theDepository, as the absolute owner thereof and accordingly shall not bebound to recognize any benami trust or equitable, contingent future orpartial interest in any shares(except only as is by these articles otherwiseexpressly provided)or any right in respect of a share other than an absoluteright thereto in accordance with these articles on the part of any otherperson whether or not it shall have express or implied notice thereof.Notwithstanding anything contained in these Articles, subject to theprovisions of section 79A and any other applicable provisions of the Act orany other law for the time being in force, the Board of Directors may fromtime to time issue Sweat Equity Shares.13. Certificates Except where shares of the Company are held in Depository the certificates323

ARTICLENO.PARTICULARS14 Member‟s right toCertificate15. As to issue newcertificate in placeof one subdivided,defaced,lost or destroyedetcDETAILSof title to shares shall be issued under the Seal of the Company.a) Every member shall be entitled, without payment, to one or morecertificates in marketable lots for all the shares of each class ordenomination registered in his name, or if the directors so approve(upon paying such fee as the Directors may from time to timedetermine) to several certificates, each for one or more of such sharesand the company shall complete and have ready for delivery suchcertificates within three months from the date of allotment, unless theconditions of issue thereof otherwise provide, or within two months ofthe receipt of application of registration of transfer, transmission, subdivision,consolidation or renewal of any of its shares as the case maybe. Every certificate of shares shall be under the seal of the companyand shall specify the number and distinctive numbers of shares inrespect of which it is issued and amount paid-up thereon and shall bein such form as the directors may prescribe or approve, provided thatin respect of a share or shares held jointly by several persons, thecompany shall not be borne to issue more than one certificate anddelivery of a certificate of shares to one of several joint holders shallbe sufficient delivery to all such holder.b) Any two or more joint allottees of shares shall, for the purpose of thisArticle, be treated as single Member, and the Certificate of any Share,which may be the subject of joint ownership, may be delivered toany one of such joint owners on behalf of all of them. For any furtherCertificate, the Board shall be entitled, but shall not be bound, toprescribe a charge not exceeding one rupee. The Company shallcomply with the provisions of Sections 113 of the Act. The Companyshall not be bound to register more than 3 persons as the joint holdersof any share except in the case of executors or trustees of a deceasedmember and in respect of a share held jointly by several persons, theCompany shall not issue more than one certificate and the delivery ofa certificate for a share to any one of several joint holders shall besufficient delivery to all such holders.c) A Director may sign a Share Certificate by affixing his signaturethereon bymeans of any machine, equipment or other mechanical means, suchas, engraving in metal or lithography, but not by means of a rubberstamp, provided that the Directors shall be responsible for the safecustody of such machine, equipment or other material used for thepurpose.(d) The provisions stated above shall not be applicable to dematerialisedshares and shares held in fungible form with a Depository.If any certificate be worn out or defaced mutilated or torn or if there be nofurther space on the back thereof for endorsement of transfer, then uponproduction and surrender, then upon production thereof to the Companyand may issue a new certificate in lieu thereof, and if any certificate be lostor destroyed, then, up to proof thereof to the satisfaction of the Companyand on such indemnity as the Company deems adequate being given a newcertificate in lieu thereof. Every certificate under the Article shall be issuedwithout payment of fees if the Directors‟ to decide, upon payment of suchfees (not exceeding Rs. 2/- for each certificate.) as the Directors shallprescribe.Provided that no fee shall be charged for issue of new certificates inreplacement of those which are old, defaced or worn out or where there isno further space on the back thereof for endorsement of transferProvided that notwithstanding what is stated above the Directors shallcomply with such Rules or Regulation or requirements of any Stock324

ARTICLENO.PARTICULARSDETAILSExchange or the Rules made under the Act or the Rules made underSecurities Contracts (Regulation) Act, 1956 or any other Act, or Rulesapplicable in this behalf.The provisions of this Article shall mutates mutandis apply to debenturesof the Company.No Certificate of any Shares shall be issued either in exchange of thosewhich are subdivided or consolidated or in old, decrepit, worn out, orwhere the cages on the reverse for recording transfers have been dulyutilised, unless the Certificate in lieu of which it is issued is surrendered tothe Company.When a new Share Certificate has been issued in pursuance of clause (a) ofthis Articles, it shall state on the face of it and against the stub orcounterfoil to the effect that it is “Issued in lieu of Share Certificate no.…….sub-divided/ replaced/on consolidation of Shares”.When a new Share Certificate has been issued in pursuance of clause (c) ofthis Articles, it shall state on the face of it and against the stub orcounterfoil to the effect that it is a duplicate issued in lieu of ShareCertificate no……………. The word „DUPLICATE‟ shall be stamped orpunched in bold letters across the face of the Share Certificate.Where a new Share Certificate has been issued in pursuance of clause (a)or clause (c) of this Articles, particulars of every such Share Certificateshall be entered in a Register of Renewed and Duplicate Certificatesindicating against the names of the persons to whom the Certificate isissued, the number and date of issue of the Share Certificate in lieu ofwhich the new Certificate is issued, and the necessary changes shall beindicated in the Register of Member by suitable cross references in the“Remarks” column.All blank forms to be used for issue of Share Certificates shall be printed,and the printing shall be done only on the authority of a Resolution of theBoard. The blank forms shall be consecutively numbered and the formsand the blocks, engravings, facsimiles and dies relating to the printing ofsuch forms shall be kept in the custody of the Secretary or such otherpersons as the Board may appoint for the purpose, and the Secretary or theother person aforesaid shall be responsible for rendering an account ofthese forms to the Board.The Managing Director of the Company for the time being, or if theCompany has no Managing Director every Director of the Company shallbe responsible for the maintenance, preservation and safe custody of allbooks and documents relating to the issue of Share Certificates except theblank forms of Share Certificates referred to in sub-Article (f).16. Commission andPaymentAll books referred to in the above clause shall be preserved in good order.Subject to the provisions of Section 76 of the Act, the company may at anytime pay a commission to any person in consideration of his subscribing oragreeing to subscribe (whether absolutely or conditionally) for any sharesof or debentures in the Company, or procuring or agreeing to procuresubscriptions (whether absolute or conditional) for any shares in ordebentures of upon fulfilling the conditions as set out in the said section,subject to the following conditions:(i) the payment of the commission is authorised by the articles;325

ARTICLENO.PARTICULARSDETAILS(ii) the commission paid or agreed to be paid does not exceed in the case ofshares, five per cent of the price at which the shares are issued or theamount or rate authorised by the articles, whichever is less, and in the caseof debentures, two and a half per cent of the price at which the debenturesare issued or the amount or rate authorised by the articles, whichever isless;(iii) the amount or rate per cent of the commission paid or agreed to bepaid is -in the case of shares or debentures offered to the public for subscription,disclosed in the prospectus; and in the case of shares or debentures notoffered to the public for subscription, disclosed in the statement in lieu ofprospectus, or in a statement in the prescribed form signed in like manneras a statement in lieu of prospectus and filed before the payment of thecommission with the Registrar and, where a circular or notice, not being aprospectus inviting subscription for the shares or debentures, is issued, alsodisclosed in that circular or notice; andJOINT HOLDERS OF SHARE17. Joint-holdersMaximum NumberLiability several aswell as jointSurvivors of Jointholders onlyrecognised(iv) the number of shares or debentures which persons have agreed for acommission to subscribe absolutely or conditionally is disclosed in themanner aforesaid.Where two or more persons are registered as the holders of any shares theyshall be deemed to hold the same as joint-tenants with benefit ofsurvivorship subject to the provisions following and to the other provisionsof these Articles relating to joint-holders:-The Company shall not be bound to register more than three persons as thejoint-holders of any shares.The joint-holders of a share shall be liable severally as well as jointly inrespect of calls or instalments and other payments which ought to be madein respect of such share.On the death of any one of such joint-holders the survivor or survivorsshall be the only person or persons recognised by the Company as havingany title to or interest in such share but the Board may require suchevidence of death as it may deem fit.DeliveryCertificateofOnly the person whose name stands first in the Register as one of the jointholdersof any share shall unless otherwise directed in writing by all jointholders and confirmed in writing by the Company be entitled to delivery ofthe certificate relating to such share or to receive notices (which expressionshall be deemed to include all documents) from the company and anynotice given to or served on such person shall be deemed as notice orservice to all the joint holders.Any one of the joint holders of a share may give effectual receipts for anydividend or other moneys payable in respect of such share or bonus share.CALLSSubject to the provisions of these Articles, the person first named in theRegister as one of the joint holders shall be deemed as a sole holder thereoffor all matters connected with the company.18. Calls The Board may from time to time, subject to the terms on which any sharesmay have been issued and subject to the conditions of allotment, by a326

ARTICLENO.PARTICULARSDETAILSresolution passed at a meeting of the Board (and not by circular resolution)make such a call as it thinks fit upon the members in respect of anymoneys unpaid on the shares held by them respectively and each membershall pay the amount of every call so made on him to the person or personsand at times and places appointed by the Board.A call shall be deemed to have been made at the time when the resolutionauthorising such call was passed at a meeting of the Board19. When call deemedto have been made20. Notice of call Not less than 14 day‟s notice of any call shall be given specifying the timeand place of payment and to whom such call shall be paid.21. Amount payable at The joint-holders of share shall be jointly and severally liable to pay allfixed times or calls in respect thereof.payable as calls22. When interest oncall or instalmentpayableThe Board may, from time to time, at its discretion extend the time fixedfor the payment of any call, and may extend such time as to all or any ofthe Members who, because of their residence at a distance or for someother cause, the Board may deem fairly entitled to such extension but nomember shall be entitled to such extension save as a matter of grace andfavour.The company may pay interest subject to the conditions and restrictionsprovided under Sec 208 of the Act.The Board may, from time to time, at its discretion extend the time fixedfor the payment of any call, and may extend such time as to all or any ofthe Members who, because of their residence at a distance or for someother cause, the Board may deem fairly entitled to such extension but nomember shall be entitled to such extension save as a matter of grace andfavour.If any member fails to pay any call due from him on the day appointed forpayment thereof, or any extended day authorized by the Board under thepreceding articles, he shall be liable to pay interest on the same from timeto time of actual payment at such rate as shall from time to time be fixedby the Board. But, nothing in this Article shall render it obligatory for theboard to demand or recover any interest from any such Member.Any sum, which by the terms of the issue of a share, becomes payable onallotment or at any fixed date, whether on account of the nominal value ofthe share or by way of premium, shall, for the purpose of these Articles, bedeemed to be a call duly made and payable on the date on which, by theterms of the issue, the same become payable, and in case of non payment,all the relevant provisions of these Articles as to payment of interest andexpenses, forfeiture or otherwise shall apply as if such sum had becomepayable by virtue of a call duly made and notified.The company may pay interest subject to the conditions and restrictionsprovided under S. 208 of the Act.The Board may, from time to time, at its discretion extend the time fixedfor the payment of any call, and may extend such time as to all or any ofthe Members who, because of their residence at a distance or for someother cause, the Board may deem fairly entitled to such extension but nomember shall be entitled to such extension save as a matter of grace andfavour.If any member fails to pay any call due from him on the day appointed forpayment thereof, or any extended day authorized by the Board under thepreceding articles, he shall be liable to pay interest on the same from time327

ARTICLENO.PARTICULARSDETAILSto time of actual payment at such rate as shall from time to time be fixedby the Board. But, nothing in this Article shall render it obligatory for theboard to demand or recover any interest from any such Member.23. Evidence in actionby Companyagainstshareholders24. Payment inanticipation of callmay carry interestAny sum, which by the terms of the issue of a share, becomes payable onallotment or at any fixed date, whether on account of the nominal value ofthe share or by way of premium, shall, for the purpose of these Articles, bedeemed to be a call duly made and payable on the date on which, by theterms of the issue, the same become payable, and in case of non payment,all the relevant provisions of these Articles as to payment of interest andexpenses, forfeiture or otherwise shall apply as if such sum had becomepayable by virtue of a call duly made and notified.On the trial or hearing of any action or suit brought by the Companyagainst any member or his representative to recover any debt or moneyclaimed to be due to the Company in respect of his shares, it shall besufficient to prove that the name of the defendant is, or was, when theclaim arose, on the register of the Company as a holder or one of theholders of the number of shares in respect of which such claim is made,that the resolution making the call is duly recorded in the minute book andthat the amount claimed is not entered as paid in the minute book and thatthe amount claimed is not entered as paid in the books of the Company andit shall not be necessary to prove the appointment of the Directors whomade any call, nor that a quorum of Directors was present at the meeting atwhich any call was made nor that such meeting was duly convened orconstituted, nor any other matter whatsoever; but the proof of the mattersaforesaid shall be conclusive evidence of the debt.The Directors may, if they think fit, subject to the provisions of Section 92of the Act, agree to and receive from any member willing to advance thesame whole or any part of the moneys due upon the shares held by himbeyond the sums actually called for, and upon the amount so paid orsatisfied in advance, or so much thereof as from time to tome exceeds theamount of the calls then made upon the shares in respect of which suchadvance has been made, the Company may pay interest at such rate, as themember paying such sum in advance and the Directors agree uponprovided that money paid in advance of calls shall not confer a right toparticipate in profits or dividend. The Directors may at any time repay theamount so advanced.The members shall not be entitled to any voting rights in respect of themoneys so paid by him until the same would but for such payment,become presently payable.The provisions of these Articles shall mutatis mutandis apply to the callson debentures of the Company.25. Revocation of call A call may be revoked or postponed at the discretion of the Board.FORFEITURE AND LIEN26. If call orinstallment notpaid, notice may begivenIf any member fails to pay any call or instalment on or before the dayappointed for the payment of the same the Board may at any timethereafter during such time as the call or instalment remains unpaid, servea notice on such member requiring him to pay the same, together with anyinterest that may have accrued and all expenses that may have beenincurred by the Company by reason of such non-payment.27. Form of notice The notice shall name a day (not being less than fourteen days from thedate of the notice) and a place or places on and at which such call or328

ARTICLENO.PARTICULARS28. If notice notcomplied withshares may beforfeited29. Notice afterforfeiture30. Forfeited shares tobecome theproperty of theCompany31. Power to annualforfeiture32. Arrears to be paidnotwithstandingforfeitureDETAILSinstalment and such interest at such rates as the Directors shall determine,from the day on which such call or instalment ought to have been paid andexpenses as aforesaid are to be paid. The notice shall also state that in theevent of non-payment at or before the time, and at the place or placesappointed, the shares in respect of which such call was made or instalmentis payable will be liable to be forfeited.If the requisitions of any such notice as aforesaid be not complied with anyshares in respect of which such notice has been given may, at any timethereafter, before payment of all calls or instalment, interest and expenses,due in respect thereof, be forfeited by a resolution of the Board to thateffect. Such forfeiture shall include all dividends declared in respect of theforfeited shares and not actually paid before the forfeitureWhen any share shall have been so forfeited, notice of the resolution shallbe given to the member in whose name it stood immediately prior to theforfeiture and an entry of the forfeiture, with the date thereof, shallforthwith be made in the Register, but no forfeiture shall be in any mannerinvalidated by any omission or neglect to give such notice or to make suchentry as aforesaid.Any share so forfeited shall be deemed to be the property of the Company,and the Board may sell, re-allot or otherwise dispose of either to theoriginal holder thereof or to any other person the same in such manner as itthinks fit.The Board may, at any time before any share so forfeited shall have beensold, re-allotted or otherwise disposed of, annul the forfeiture thereof uponsuch condition as they think fit.Any member whose share has been forfeited in respect of the forfeitedshares, but shall, notwithstanding, remain liable to pay, and shall forthwithpay to the Company all calls, instalments, interests and expenses, owingupon or in respect of such shares at the time of the forfeiture, together withinterest thereon, from the time of the forfeiture until payment, at such rateas the Board may determine and the Board may enforce, the paymentthereof as it thinks fit.33. Effect of forfeiture The forfeiture of the share shall involve the extinction of all interest in andalso of all claims and demands against the Company in respect of theshare, and all other rights incidental to the share except only such of thoserights as by these Articles are expressly saved34. Evidence offorfeiture35. Company‟s lien onshares36. As to enforcinglien by saleA duly verified declaration in writing that the declarant is a Director of theCompany, and that certain shares in the Company have been duly forfeitedon a date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shares.The Company shall have a first and paramount lien upon all theshares/debentures (other than fully paid-up shares/debentures). In case ofparty paid shares, the Issuer‟s lien shall be restricted to monies called orpayable at a fixed time in respect of such shares registered in the name ofeach member (whether solely or jointly with others), and upon theproceeds of sale thereof for all moneys (whether presently payable or not)called or payable at a fixed time in respect of such share/debentures and noequitable interest in any share shall be created except upon the footing andcondition that this Article will have full effect. And such lien shall extendto all dividends and bonuses from time to time declared in respect of suchshares/debentures shall operate as a waiver of the Company‟s lien if any,on such shares/debentures. The Directors may at any time declare anyshares/debentures wholly or in part to be exempt from the provisions ofthis clauseFor the purpose of enforcing such lien, the Board may sell the sharessubject thereto in such manner as it shall think fit, and, for that purpose,may cause to be issued a duplicate in respect of such shares and mayauthorise one of its Member to execute a transfer thereof on behalf of and329

ARTICLENO.PARTICULARS37. Application ofproceeds of saleDETAILSin the name of such Member. No sale shall be made until such period forpayment as aforesaid shall have arrived, and until notice in writing of theintention to sell shall have been served on such Member or hisrepresentatives and default shall have been made by him or them inpayment, fulfilment, or discharge of such debts, liabilities or engagementsfor fourteen days after the service of such notice.The net proceeds of the sale shall be received by the Company and appliedin or towards payment of such part of the amount in respect of which thelien exists as in presently payable, and the residue, if any, shall (subject toa like lien for sums not presently payable as existed upon the share beforethe sale) be paid to the person entitled to the share at the date of the sale.38. Validity of sale inexercise of lien andafter forfeiture39. Board may issuenew CertificatesTRANSFER AND TRANSMISSION OF SHARES40. Instrument ofTransferUpon any sale after forfeiture or for enforcing a lien in purported exerciseof the powers hereinbefore given, the Board may appoint some person toexecute an instrument of transfer of the share sold and cause thepurchaser‟s name to be entered in the Register in respect of the shares sold,and the purchaser shall not be bound to see to the regularity of theproceedings, nor to the application of the purchase money, and after hisname has been entered in the Register in respect of such share the validityof the sale shall not be impeached by any person, and the remedy of anyperson aggrieved by the sale shall be in damages only and against theCompany exclusively.Where any share under the powers in that behalf herein contained in soldby the Board and the certificate in respect thereof has not been deliveredup to the Company by the member previously registered in respect of suchshare, the Board may issue a new certificate for such share distinguishing itin such manner as it may think fit from the certificate not so delivered up.The instrument of transfer shall be in writing and all provisions of Section108 of the Companies Act, 1956 in respect of all transfer of shares andregistration thereof.ExecutionTransferof41. Application fortransfer42. Notice of transferto registered holderSubject to the provisions of the Act, no transfer of shares shall beregistered unless a proper instrument of transfer duly stamped andexecuted by the transferor and transferee has been delivered to theCompany. The instrument of Transfer shall be accompanied by suchevidence as the Board may require to prove the title of the Transferor andhis right to transfer the shares and every registered instrument of transfershall remain in the custody of the Company until destroyed by order of theBoard. The Transferor shall be deemed to be the holder of such shares untilthe name of the Transferee shall have been entered in the Register ofMembers in respect thereofApplication for the registration of the transfer of a share may be madeeither by the transferor or the transferee provided that, where suchapplication is made by the transferor, no registration shall in the case ofpartly paid shares be effected unless the Company gives notice of theapplication to the transferee in the manner prescribed by the Act, andsubject to the provisions of these Articles, the Company shall unlessobjection is made by the transferee within two weeks from the date ofreceipt of the notice, enter in the Register the name of the transferee in thesame manner and subject to the same conditions as if the application forregistration was made by the transferee.Before registering any transfer tendered for registration the Company may,if it so thinks fit, give notice by letter posted in the ordinary course to theregistered holder that such transfer deed has been lodged and that, unlessobjection is taken, the transfer will be registered and if such registeredholder fails to lodge an objection in writing at the Office of the Company330

ARTICLENO.PARTICULARS43. Indemnity againstwrongful transfer44. In what case todecline to registerof transfer ofshares45. No transfer tominor or person ofunsound mind46. Power to closetransfer books andregisterDETAILSwith seven days from the posting of such notice to him he shall be deemedto have admitted the validity of the said transfer. Where no notice isreceived by the registered holder, the Company shall be deemed to havedecided not to give notice and in any event the non-receipt by theregistered holder of any notice shall not entitle him to make any claim ofany kind against the Company in respect of such non-receipt.Neither the Company nor its Directors shall incur any liability forregistering or acting upon a transfer of share apparently made by sufficientparties, although the same may, by reason of any fraud or other cause notknown to the Company or its directors be legally inoperative or insufficientto pass the property in the shares proposed or professed to be transferred,and although the transfer may, as between the transferor and the transfereeand be liable to set aside, and notwithstanding that the Company may havenotice that such instrument of transferee was signed or executed anddelivered by the transferor in blank as to the name of the transferee or theparticulars of the shares transferred, or otherwise in defective manner. Andin every such case the person registered as transferee, his executors,administrators, and assigns alone shall be entitled to be recognised as theholder of such share and the previous holder shall so far as the Company isconcerned be deemed to have transferred his whole title thereto.Subject to the provisions of Section 111A, these Articles and otherapplicable provisions of the Act or any other law for the time being inforce, the Board may refuse whether in pursuance of any power of thecompany under these Articles or otherwise to register the transfer of, or thetransmission by operation of law of the right to, any shares or interest of aMember in or debentures of the Company. The Company shall within onemonth from the date on which the instrument of transfer, or the intimationof such transmission, as the case may be, was delivered to Company, sendnotice of the refusal to the transferee and the transferor or to the persongiving intimation of such transmission, as the case may be, giving reasonsfor such refusal. Provided that the registration of a transfer shall not berefused on the ground of the transferor being either alone or jointly withany other person or persons indebted to the Company on any accountwhatsoever except where the Company has a lien on shares.No transfer shall be made to a minor or person of unsound mind or firmwithout the consent of the Board.On giving seven day‟s notice by advertisement in a newspaper circulatingin the District in which the office of the Company is situated, the Registerof Members the Transfer Books or Register of Debentures may be closedduring such time as the Directors think fit not exceeding in the whole fortyfive days in each year but not exceeding thirty days at a time.Where, in the case of partly paid shares, an application for registration ismade by the transferor, the Company shall give notice of the application tothe transferee in accordance with the provisions of Section 110 of theCompanies Act 1956.In case of the death of any one or more persons named in the Registrar ofMembers as the joint-holders of any Share, the survivor or survivors shallbe the only persons recognized by the Company as having any title to orinterest in such share, but nothing herein contained shall be taken to releasethe estate of a deceased joint-holder from any liability on shares held byhim jointly with any other person.The Company shall incur no liability or responsibility whatsoever inconsequence of its registering or giving effect to any transfer of sharesmade or purporting to be made by any apparent legal owner thereof (asshown or appearing in the Register of Members) to the prejudice ofpersons having or claiming any equitable right, title or interest to or in the331

ARTICLENO.PARTICULARS47. Transmission ofregistered shares48. No fee on Transfer/Transmission49. As to transfer ofshares of deceasedor insolventmemberstransmissionarticles. Notice ofelection to beregistered as ashareholder.Provision ofArticles relating totransfer applicable50. Rights ofunregisteredexecutors andtrustees51. Liability of thecompany inregistering transferDETAILSsaid Shares, notwithstanding that the Company may have received noticeprohibiting registration of such transfer, and may have entered such notice,or referred thereto, in any book of the Company shall not be bound orrequired to regard or attend or give effect to any notice which may begiven to it of any equitable right, title or interest, or be under any liabilitywhatsoever for refusing or neglecting to do so, though it may have beenentered or referred to in some book of the Company. But the Companyshall nevertheless be at liberty to regard and attend to any such notice andgive effect thereto if the Board shall so think fit.Copies of the Memorandum and Articles of Association of the Companyand other documents shall be sent by the Company to every member at hisrequest on payment of prescribed fees from time to time by the Board inaccordance with Section 39 of the Act.The executors or administrators or the holder of a succession certificate inrespect of shares of a deceased member (not being one of several jointholders)shall be the only person whom the Company shall recognise ashaving any title to the shares registered in the name of such member and,in case of the death of any one or more of the joint-holders of anyregistered shares, the survivors shall be the only person recognised by theCompany as having any title to or interest in such shares but nothing hereincontained shall be taken to release the estate of a deceased joint-holdersfrom any liability on shares held by him jointly with any other person.Before recognizing any legal representative or their or a person otherwiseclaiming title to the shares the Company may require him to obtain a grantof probate or letters of administration or succession certificate or otherlegal representative, as the case may be, from a competent court: Providednevertheless, that in any case where the Board in its absolute discretionthinks fit it shall be lawful for the Board to dispense with the production ofprobate or letters of administration or a succession certificate or such otherlegal representation upon such terms as to indemnity or otherwise as theBoard may consider desirable.No fee shall be charged for registration of transfer, transmission, Probate,Succession Certificate and Letters of administration, Certificate of Deathor Marriage, Power of Attorney or similar other document.Any person becoming entitled to or to transfer shares in consequence ofthe death or insolvency of any member, upon producing such evidence thathe sustains the character in respect of which he proposes to act under thisArticle, or of his title as the Directors think sufficient, may with theconsent of the directors (which they shall not be under any obligation togive), be registered as a member in respect of such shares or may, subjectto the regulations as to transfer hereinafter referred to as “TheTransmission Article”. Subject to any other provisions of these Articles, ifthe person so becoming entitled to shares under this or the last precedingArticle shall elect to be registered himself, he shall deliver or send to theCompany a notice in writing signed by him stating that he so elects. If heshall elect to transfer the shares to some other person he shall execute aninstrument of transfer in accordance with the provision of these Articlesrelating to transfer to shares. All the limitations, restrictions and provisionsof transfers of shares shall be applicable to any such notice or transfer asaforesaid.Subject to any other provisions of these Articles and if the Directors intheir sole discretion are satisfied in regard thereto, a person becomingentitled to a share in consequence of the death or insolvency of a membermay receive and give a discharge for any dividends or other moneyspayable in respect of the shares.Subject to the provisions of the Securities and Exchange Board of IndiaAct, 1992 and regulations framed or guidelines issued there under and thelisting agreement with the Stock Exchanges on which the equity shares of332

ARTICLENO.PARTICULARSof shares byexecutors &trusteesDETAILSthe Company are listed, neither the Company nor any of its Directors orother Officers shall incur any liability or responsibility whatsoever inconsequence of its registering or giving effect to any transfer of a sharemade or purporting to be made by any apparent or legal owner thereof asshown or appearing in the Register of Members to the prejudice of personshaving or claiming any equitable right, title or interest to or in such share,notwithstanding that the Company may have had notice of such equitableright, title or interest or referred thereto in any book or record of theCompany and the Company shall not be bound or required to regard toattend or give effect to any such notice nor be under any liabilitywhatsoever for refusing or neglecting so to do though it may have enteredor referred to in some book or record of the Company, but the Companyshall nevertheless be at liberty to regard and attend to any such notice andgive effect thereto, if the Board shall so think fit.The provisions of these Articles shall mutatis mutandis apply to thetransfer or transmission by operation of law of debentures or othersecurities of the Company.DEMATERIALISATION AND REMATERIALISATION OF SECURITIES52. Company‟s right todematerialise orrematerialise itssecurities(a)Notwithstanding anything to the contrary or inconsistent contained inthese Articles, the Company shall be entitled to dematerialise itsshares, debentures and other securities (hereafter referred to as“securities”) pursuant to the Depositories Act and offer its securitiesfor subscription in a dematerialised from and to rematerialise itssecurities.Optioninvestorsfor(b) Every person subscribing to or holding securities of the Companyshall have the option to receive security certificates or to hold thesecurities with a Depository. Such a person who is the beneficialowner of the securities can at any time opt out of a Depository, ifpermitted by law, in respect of any security in the manner providedby the Depositories Act, and the Company shall in the manner andwithin the time prescribed arrange to issue to the beneficial owner therequired certificates of securities. If a person opts to hold his securitywith a Depository, the Company shall intimate such Depository thedetails of allotment of the security, and on receipt of the information,the Depository shall enter in its records the name of the allottee as thebeneficial owner of the security.Securitiesdepositoriesfungible forminin(c)All securities of the Company held by a Depository shall bedematerialised and shall be in fungible form. Nothing contained inSections 153, 153A, 153B, 187B, 187C and 372A and 187A of theAct shall apply to a Depository in respect of the securities held by iton behalf of the beneficial owners.Rights ofdepositories &beneficial owners(d) (i) Notwithstanding anything to the contrary contained in the Act orthese Articles, a Depository shall be deemed to be the registeredowner for the purposes of effecting transfer of ownership of securitieson behalf of the beneficial owner.(ii) Save as otherwise provided in (i) above, the Depository as theregistered owner of the securities shall not have any voting rights orany other rights in respect of the securities held by it.(iii) Every persons holding shares of the Company and whose name isentered as the beneficial owner in the records of the Depository shallbe deemed to be a member of the Company. The beneficial owner ofsecurities shall be entitled to all the rights and benefits and be subject333

ARTICLENO.PARTICULARSDETAILSto all the liabilities in respect of his securities which are held by theDepository.Servicedocumentsof(e)Notwithstanding anything contained to the contrary in the Act orthese Articles, where securities are held in a Depository, the recordsof the beneficial ownership may be served by such depository on theCompany by means of electronic mode or by delivery of floppies ordices.Transfersecuritiesof(f)Notwithstanding anything to the contrary contained in the Articles-(i) Section 83 of the Act shall not apply to the share with aDepository(ii) Section 108 of the Act shall not apply to transfer of securityeffected by the transferor and the transferee both of whom are enteredas beneficial owners in the records of the Depository.Depository tofurnish informationCancellation ofcertificates uponsurrender by aperson(g) Every depository shall furnish to the Company information about thetransfer of securities in the name of the beneficial owner at suchintervals and in such manner as may be specified by the bye-laws andthe Company in that behalf.(h) Upon receipt of certificate of securities on surrender by a person whohas entered into an agreement with the Depository through aparticipant, the Company shall cancel such certificate and substitutein its records the name of Depository as the registered owner inrespect of the said securities and shall also inform the depositoryaccordingly.Option to opt out inrespect of anysecurityAllotment ofsecurities dealtwithin a depository(i)(j)If a beneficial owner seeks to opt out of a Depository in respect ofany security the beneficial owner shall inform the Depositoryaccordingly. The Depository shall on receipt of information as abovemake appropriate entries in its records and shall inform the Company.The Company shall within thirty (30) days of the receipt of intimationfrom the Depository and on fulfilment of such conditions and onpayment of such fees as may be specified by the regulations, issue thecertificate of securities to the beneficial owner or the transferee as thecase may be.Notwithstanding anything contained in the Act or these Articles,where securities are dealt with by a Depository, the Company shallintimate the details thereof to the Depository immediately onallotment of such securities.Distinctivenumbers ofsecurities held in adepository(k) Nothing contained in the Act or these Articles regarding the necessityof having distinctive number for securities issued by Company shallapply to securities held with a Depository.Register and Indexof Beneficialowners(l)The Register and Index of beneficial owners maintained by aDepository under Section 11 of the Depositories Act shall be deemedto be the Register and Index of members and Register and Index ofDebenture-holders, as the case may be, for the purpose of the Act.Registertransfersof(m) The Company shall keep a Register of Transfer and shall haverecorded therein fairly and distinctly particulars of every transfer ortransmission of any securities held in material form.334

ARTICLENO.PARTICULARSOverriding effectof this ArticleDETAILS(n) Provisions of this Article will have full effect and forcenotwithstanding anything to the contrary or inconsistent contained inany other Article of these presents.(o) No stamp duty would be payable on shares and securities held indematerialized form in any medium as may be permitted by lawincluding any form of electronic medium(p) In case of transfer of shares, debentures and other marketablesecurities, where the Company has not issued any Certificate andwhere such shares, debentures, or securities are being held in anelectronic and fungible form in a Depository, the provisions of theDepositories Act, 1996 shall apply.53. Nomination forshares anddebenturesSHARE WARRANTS54. Power to issueshare warrantsSTOCKS55. Conversion ofshares into stockand re-conversionNotwithstanding anything to the contrary contained in any other-Articleevery holder of shares in or holder of debentures of the Company, holdingeither singly or jointly, may at any time, nominate a person in theprescribed manner to whom the shares or interest of the members in thecapital of the Company or debentures of the Company shall vest in theevent of his/her death and the death of the joint-holder(s), if any, ofshares/debentures. Such holder may revoke or vary his/her nomination, atany time, by notifying the same to the Company to that effect. Suchnomination shall be governed by the provisions of Sections 109A and109B of the Companies Act, 1956 or such other regulations governing thematter from time to time.Subject to the provisions of Sections 114 and 115 of the Act and subject toany directions which may be given by the Company in General meeting,the Board may issue share-warrants in such manner and on such terms andconditions as the Board may deem fit.(a)The Company in general meeting may convert any paid-up sharesinto stock; and when any shares shall have been converted intostock, the several holders of such stock may thenceforth, transfertheir respective interest therein, or any part of such interest, in thesame manner and subject to the same regulations as, the sharesfrom which the stock arose might have been transferred, as if nosuch conversion had taken place, or as near thereto ascircumstances will admit. The Company may at any time reconvertany stock into paid-up shares of any denomination(b)(c)The stock shall confer on the holders thereof respectively the samerights privileges and advantages as regards dividends, voting atmeetings of the Company, and other matters, as if they held theshares from which the stock arose as would have been conferred byshares of equal amount of the class converted in the capital of theCompany, but so that none of such rights except participation individends and profits of the Company and in the assets of theCompany on a Winding up shall be conferred by any such amountof stock as would not if existing in shares of the class convertedhave conferred such rights privileges or advantage.No such conversion shall affect or prejudice any preferenceattached to the shares so converted. All the provisions contained inthese Articles which are applicable to fully-paid shares shall, so far335

ARTICLENO.PARTICULARSDETAILSas circumstances will admit, apply to stock as well as to fully-paidshares, and the words “Share” and “Member” therein shall include“stock” and “stockholder” respectively.ALTERATION OF CAPITAL56. Power to subdividesharesThe Company may by ordinary resolution from time to time alter theconditions of the Memorandum of Association as follows :-(a) Increase the Share Capital by such amount, to be divided into sharesof such amount as may be specified in the resolution;(b) Consolidate and divide all or any of its share capital into shares oflarger amount than its existing shares;(c) Subdivide its existing shares or any of them into shares of smalleramount than is fixed by the Memorandum, so however, that in thesubdivision the proportion between the amount paid and the amount,if any, unpaid on each reduced share shall be the same as it was in thecase of the share form which the reduced share is derived; and(d) Cancel any shares which, at the date of the passing of the resolution,have not been taken or agreed to be taken by any person and diminishthe amount of its share capital by the amount of the shares socancelled.57. On whatconsiderations newshare may beissuedThe resolution whereby any share is subdivided or consolidated maydetermine that, as between the members registered in respect of the sharesresulting from such subdivision or consolidation, one or more such sharesshall have some preference or special advantage as regards dividend,capital, voting or otherwise over or as compared with the others or othersubject nevertheless to the provisions of the Sections 85, 87, 88, 93 and106 of the Act.58. Surrender of shares Subject to the provisions of sections 100 to 105 inclusive of the Act, theBoard may accept from any member the surrender of all or any of hisshares on such terms and conditions as shall be agreed.The Company may be special Resolution reduce us share capital, anycapital redemption reserve fund or any share premium amount in anymanner and with and subject to any incident authorised, and consentrequired by law.MODIFICATION OF RIGHTS59. Power to modifyrights(a)If at any time the share Capital is divided into different classes ofshares, rights attached to any class (unless otherwise provided by theterms of issue of the shares of that class) may, subject to theprovisions of Sections 106 and 107 of the Act and whether or not theCompany is being wound up, be varied with the consent in writing ofthe holders of three fourths of the issued shares of that class, or withthe sanction of a special resolution passed at a separate GeneralMeeting of the holders of the shares of that class. To every suchseparate General Meeting, the provisions of these Articles relating toGeneral Meeting shall, to the extent consistent, apply.(b) The rights conferred upon the holders of the shares of any class withpreferred or other rights shall not, unless otherwise expresslyprovided by terms of the issue of the shares of that class, be deemedto be varied by the creation or issue of further shares ranking paripassu therewith.336

ARTICLENO.PARTICULARSBORROWING POWERSDETAILS60. Power to borrow The Board may, from time to time, at its discretion, subject to theprovisions of Section 58A, 292, 293 and other applicable provisions ofthe Act and of these Articles, accept deposits from Members either inadvance of calls or otherwise and generally raise or borrow moneys,either from the Directors, their friends and relatives or from others forthe purpose of the company and/or secure the payment of any such sumor sums of money, provided, however, where the moneys to be borrowedtogether with the moneys already borrowed(apart from the temporaryloans obtained from the company‟s bankers in the ordinary course ofbusiness) and then remaining outstanding and undischarged at that timeexceed the aggregate, for the time being, of the paid up capital of thecompany and its free reserves, that is to say ,reserves, not set apart forany specific purposes, the Board shall not borrow such money withoutthe consent of the company in General Meeting by an ordinaryresolution.61. Conditions ofborrowingThe Board may raise or secure the repayment of such moneys in suchmanner and upon such terms and conditions it things fit, and, inparticular, by mortgage or by the issue of bonds, as they or by the issueof debentures or debenture-stock of the Company, perpetual orterminable and with or without a trust deed charged upon all or any partof the property or undertaking of the Company (both present and future)including its uncalled capital for the time being ; provided that the Boardshall not give any option or right to any person for making calls on theshareholders of the company in respect of the amount unpaid for the timebeing on the share held by them, without the previous sanction of theCompany in General Meeting.62. Issue of debentures Any debentures, debenture-stock or other securities may be issued at adiscount, premium or otherwise and may be issued on the condition thatthey shall be convertible into shares of any denominations, and with anyprivileges and conditions as to redemption, surrender, drawing, allotmentof shares and attending (but not voting) at General Meetings,appointment of Directors and otherwise. Debentures with the right ofconversion into or allotment of shares shall be issued only with theconsent of the Company in General Meeting by a Special Resolution.VOTES OF MEMBERS77. Votes of members Subject to any special conditions or restrictions as to voting upon whichany shares may be issued or may, for the time being, be held, on a show ofhands every member present in person shall have one vote, and on a pollevery member present in person or by proxy shall have one vote for everyshare held by him in respect of which he is entitled to vote78. Joint holders Where there are joint holders, the vote of the senior who tenders a votewhether in person or by proxy, shall be accepted to the exclusion of thevotes of the other joint holders and for this purpose, seniority shall bedetermined by the order in which the name stand in the Register ofMembers.79. Votes in respect ofinsane membersA member of unsound mind, or in respect of whom an order has beenmade by any Court having jurisdiction in lunacy may vote, whether on ashow of hands or on a poll by his committee or other legal guardian, andsuch committee or guardian may on a poll vote by proxy, provided thatsuch evidence as the Directors may require of the authority of the personclaiming to vote shall have been deposited at the Office or such otheroffice of the Company as may from time to time be designated by the337

ARTICLENO.PARTICULARS80. Restrictions onvoting81. Admission orrejection of votes82. Instrumentappointing proxy tobe writing83. Instrumentappointing proxy tobe deposited at theoffice84. Form of instrumentappointing proxy85. Proxy not to voteexcept on poll86. When votes byproxy validthrough authorityrevokedDETAILSDirectors, not less than forty-eight hours before the time for holding themeeting or adjourned meeting at which such person claims to vote.No Member shall, unless the Directors otherwise determine, be entitled tovote at any General Meeting, either personally or by proxy, or to exerciseany privilege as a Member unless all calls or other sums presently payableby him in respect of shares in the Company have been paid.No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered, and every vote not disallowed at such meeting shall be valid forall purposes. Any such objection made in due time shall be referred to theChairman of the meeting whose decision shall be final and conclusiveThe instrument appointing a proxy shall be in writing under the hand of theappointer or of his attorney duly authorized in writing, or, if the appointeris a corporation, either under seal, or under the hand of an officer orattorney duly authorized.The instrument appointing a proxy and the power of attorney or otherauthority, if any, under which it is signed or a notarially-certified or officecopy of that power of authority shall be deposited at the office or suchother office of the Company as may from time to time be designated by theDirectors, not less than forty-eight hours before the time for holding themeeting or adjourned meeting, at which the person named in theinstrument proposes to vote, or, in the case of a poll, not less than twentyfourhours before the time appointed for the taking of the poll and indefault the instrument of proxy shall not be treated as valid.Every instrument appointing a proxy shall as nearly as circumstances willadmit be in the form set out in the Schedule IX to the ActThe instruments appointing a proxy shall be deemed to confer authority todemand or join in demanding a poll, but the proxy shall not be entitled tovote except on a pollA vote given in accordance with the terms of an instruments of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the proxy, or the transfer of the share in respect of which theproxy is given, provided that no intimation in writing of such death,insanity, revocation or transfer as aforesaid shall have been received by theCompany at the Registered Office before the commencement of themeeting.87. Validity of votes No objection shall be taken to the validity of any vote except at themeeting or poll at which such note shall be tendered and every vote notdisallowed at such meeting or poll and whether given personally or byproxy or otherwise shall be deemed valid for all purposes of such meetingor poll whatsoever.DISQUALIFICATION OF DIRECTORS127. When the office ofthe Director shallbe vacantThe office of the Director shall be vacant:(i) on the happening of any of the events provided for in section 283of the Act;(ii) on contravention of the provisions of Section 314 of the Act, or anystatutory modifications thereof;(iii) If a person is a Director of more than Fifteen companies at a timeor such other numbers as per the provisions of the Companies Act,1956 or any other law for the time being in force;(iv) In the case of alternate Director on return of the original Director tothe State in terms of section 313 of the Act; or(v) Resignation of his office by notice in writing.THE SEAL338

ARTICLE PARTICULARS DETAILSNO.131. Custody of Seal The Directors shall provide a Seal for the purpose of the Company andshall have power from time to time to destroy the same and substitute anew seal in lieu thereof and shall provide for the safe Custody of the Sealand the Seal shall except as otherwise empowered under the Act or rulesthere under, never be used except by the authority of the Directors or of aCommittee of the Directors and one Director/Company Secretary shall signevery instrument to which the Seal is affixed; Provided, nevertheless, thatany instrument bearing the Seal of the Company and issued for valuableconsideration shall be binding on the Company notwithstanding anyirregularity touching the authority of the Directors to issue the same.RESERVES132. Reserves The Board may, from time to time before recommending any dividend, setapart any and such portion of the profits of the Company as it thinks fit asReserves to meet contingencies or for the liquidation of any debentures,debts or other liabilities of the Company, for equalization of dividends, forrepairing, improving or maintaining any of the property of the Companyand for such other purposes of the Company as the Board in its absolutediscretion thinks conducive to the interests of the Company; and maysubject to the provisions of Section 372 of the Act, invest the several sumsso set aside upon such investments (other than shares of the Company) as itmay think fit, and from time to time deal with and vary such investmentsand dispose of all or any part thereof for the benefit of the Company, andmay divide the Reserves into such Special Funds as it thinks fit, with fullpower to employ the Reserves or any parts thereof in the business of theCompany, and that without being bound to keep the same separate fromthe others assets.133. Investment ofReservesCAPITALISATION OF PROFITSAll moneys carried to the Reserves shall nevertheless remain and be profitsof the Company applicable , subject to due provisions being made foractual loss or depreciation, for the payment of dividends and such moneysand all the other moneys of the Company not immediately required for thepurposes of the Company may, subject to the provisions of Section 372Aof the Act, be invested by the Board in or upon such investments orsecurities as it may select or may be used as working capital or may bekept at any Bank or deposit or otherwise as the Board may, from time totime, think proper.134. Capitalisation Any general meeting may resolve that any moneys, investments, or otherassets forming part of the undivided profits of the Company standing to thecredit of the Reserves or any Capital Redemption Reserve Account, SharePremium Account or any money, investments or other assets forming partof the undivided profits of the Company(including profits or surplusmoneys realised on sale of capital assets of the company standing to thecredit fund or reserve of the company or in the hands of the company becapitalised and distributed amongst such of the members as would beentitled to receive the same if distributed by way of dividend and in thesame proportions on the footing that they become entitled thereto as capitaland that all on any part of such capitalised fund be applied on behalf ofsuch members in paying up in full any un-issued shares, debentures ordebenture-stock of the Company which shall be distributed accordingly orin or towards payment of the uncalled liability on any issued shares, andthat such distribution or payment shall be accepted by such members infull satisfaction of their interest in the said capitalised sum. Provided thatany sum standing to the credit of a Share Premium Account or a CapitalRedemption Reserve Fund may, for the purposes of this Article, only beapplied in the paying up of un-issued shares to be issued to members of theCompany as fully paid bonus shares.339

ARTICLENO.DIVIDENDSPARTICULARSDETAILSA General Meeting may resolve that any surplus moneys arising from therealisation of any capital assets to the Company, or any investmentsrepresenting the same, or any other undistributed profits of the Companynot subject to charge for income tax, be distributed among the Members onthe footing that they should receive the same as capital.For the purpose of giving effect to any resolution under the precedingparagraphs of this Article, the Board may settle any difficulty which mayarise in regard to the distribution as it thinks expedient and in particularmay issue fractional certificates, and may fix the value for distribution ofany specific assets, and may determine that such cash payments shall bemade to any Member upon the footing of the value so fixed or thatfractions of less value than Rs. 10/- may be disregarded in order to adjustthe rights of all parties, and may vest any such cash or specific assets intrustees upon such trusts for the persons entitled to the dividend orcapitalised fund as may seem expedient to the Board, where requisite, aproper contract shall be delivered to the Registrar for registration inaccordance with Section 75 of the Companies Act, 1956, and the Boardmay appoint any person to sign such contract on behalf of the personsentitled to the dividend or capitalised fund, and such appointment shall beeffective.135. Declaration ofDividend147. Payment ofDividend148. Unpaid andunclaimed dividendThe Company in general meeting may declare a dividend to be paid to themembers, according to their respective rights, but no dividend shall exceedthe amount recommended by Board, but, the Company in General Meetingmay reduce the dividend recommended by the Board.The profits of the Company, subject to any special rights relating there tobe created or authorised to be created by these Articles, and subject to theprovisions of these Articles, shall be divisible among the Membersaccording to their respective rights in proportion to the amount of capitalpaid up on the shares held by them.The Company in general meeting may declare a dividend to be paid to themembers, but no dividend shall exceed the amount recommended by Boardbut, the Company in General Meeting may reduce the dividendrecommended by the Board.Dividend may be paid by Electronic Transfer or by cheque or warrant orby a pay slip having the force of a cheque or warrant or any other modesent through the post to the registered address of the Member or personentitled or in case of joint holders to that one of them first named in theregister in respect of the joint holding or in case of registered shareholderhaving registered address outside India by a telegraphic transfer to suchbank as may be designated from time to time by such Members. Everysuch cheque or warrant shall be made payable to the order of the person towhom it is sent. The company shall not be liable or responsible for anycheque or warrant or pay slip or receipt lost in transmission, or for anydividend lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant or the forged signature on any payslip or receipt or the fraudulent recovery of the dividend by any otherperson by any means whatsoever.Where the Company has declared a dividend but which has not been paidor claimed within 30 days from the date of declaration, transfer the totalamount of dividend which remains unpaid or unclaimed within the saidperiod of 30 days, to a special account to be opened by the company inthat behalf in any scheduled bank, to be called “Unpaid Dividend Accountof Jain Infraprojects Limited”Any money transferred to the unpaid dividend account of a companywhich remains unpaid or unclaimed for a period of seven years from the340

ARTICLENO.WINDING UPPARTICULARS174. Distribution ofassets175. Distribution ofassets in kindSECRECYDETAILSdate of such transfer, shall be transferred by the company to the Fundknown as Investor Education and Protection Fund established undersection 205C of the Act. That there shall be no forfeiture of unclaimeddividends before the claim becomes barred by law.The company shall pay dividends in proportion to the amount paid up orcredited as paid up on each share.No member shall be entitled to receive payment of any interest or dividendin respect of his share or shares, whilst any money may be due or owingfrom him to the Company in respect of such share or shares or otherwisehowsoever, either alone or jointly with any other person or persons; andthe Board may deduct from the interest or dividend payable to anyMember all sums of money so due from him to the Company.Subject to the act and to the Articles, unless otherwise provided, anydividend may be paid by cheque or warrant or by a payslip or receipthaving the force of cheque or warrant sent through the post to theregistered address of the Member or person entitled or in case of jointholdersto that one of them first named in Register in respect of the jointholding. Every such cheque or warrant shall be made payable to the orderof the person who is entitled to the dividend or his Mandatee. TheCompany shall not be liable or responsible for any cheque or warrant orpayslip or receipt lost in transmission, or for any dividend lost to theMember or person entitled thereto by the forged endorsement of anycheque or warrant or the forged signature on any payslip or receipt or thefraudulent recovery of the dividend by any other means. If two or morepersons are registered as joint holders of any share or shares any one ofthem can give effectual receipt for any moneys payable in respect thereof.No unpaid dividend shall bear interest as against the company.Subject to the provisions of the Act and these Articles If the Companyshall be wound up and the assets available for distribution among themembers as such shall be insufficient to repay the whole of the paid upcapital, such assets shall be distributed so that as nearly as may be thelosses shall be borne by the members in proportion to the capital paid up orwhich ought to have been paid up at the commencement of the winding-upon the shares held by them respectively. And if in a winding-up on theassets available for distribution among the members shall be more thansufficient to repay the whole of the capital paid up at the commencementof the winding-up, the excess shall be distributed amongst the members inproportion to the capital at the commencement of the winding up paid upor which ought to have been paid up on the shares held by themrespectively. But this Article is to be without prejudice to the rights of theholders of shares issued upon special terms and conditions.If the Company shall be wound up, whether voluntarily or otherwise, theliquidators, may, with the sanction of s Special Resolution, divide amongthe contributories, in specie or kind, any part of the assets of the Companyand may, with the like sanction, vest any part of the assets of the Companyin Trustees upon such trusts for the benefit of the contributories, or any ofthem, as the liquidators, with the like sanction, shall think fit.177. Secrecy Every Director shall , if so required by the Board before entering upon hisduties, sign a declaration pledging himself to observe a strict secrecyrespecting all transaction of the Company with its customers and the stateof accounts with individuals and in matters relating thereto, and shall bysuch declaration pledge himself not to reveal any of the matters which maycome to his knowledge in the discharge of his duties except when requiredso to do by the Board or by any meeting or by a Court of law and except so341

ARTICLENO.PARTICULARSDETAILSfar as may be necessary in order to comply with any of the provisions inthese Articles contained.342

SECTION IX: OTHER INFORMATIONMATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONThe following contracts and agreements (not being contracts entered into in the ordinary course of businesscarried on or intended to be carried on by our Company or contracts entered into more than two years before thisDraft Red Herring Prospectus), which are or may be deemed material have been entered or to be entered into byour Company. Copies of these contracts together with copies of documents referred under Material Documentsbelow all of which have been attached to the copy of this Draft Red Herring Prospectus may be inspected at theregistered office/ corporate office of our Company from 10:00 am to 5:00 pm on any working day from the dateof this Draft Red Herring Prospectus until the Bid/ Issue Closing Date.Material contracts to the Issue1. Issue Agreement dated 15 June 2010 entered into amongst our Company and IDBI Caps, SBI Caps andKeynote, Book Running Lead Managers to the Issue.2. Memorandum of Understanding dated 3 May 2010 entered into between our Company and KarvyComputershare Pvt. Ltd., Registrar to the Issue.3. Copy of Tripartite agreement dated 17 January 2008 entered into between the Company, CDSL andRegistrar to the Issue.4. Copy of Tripartite agreement dated 4 March 2008 entered into between the Company, NSDL andRegistrar to the Issue.5. Underwriting Agreement dated [●] by and among our Company, Book Running Lead Managers andthe members of the Syndicate.6. Syndicate Agreement dated [●] among the Company, Book Running Lead Managers and the Membersof the Syndicate.7. Escrow Agreement dated [●] among our Company, the Registrar to the Issue, the Escrow CollectionsBanks, Book Running Lead Managers and the members of the Syndicate.Material Documents1. Copy of Memorandum of Association and Articles of Association of our Company as amended fromtime to time.2. Copy of Certification of Incorporation of Jain Infraprojects Limited.3. Copy of Special Resolution passed under section 81(1A) of the Companies Act, 1956 at theirExtraordinary General Meeting held on 30 November 2009 authorizing present issue of EquityShares.4. Copy of the Board minutes dated 12 October 2009 approving the issue.5. Strategic Alliance Agreement between our Company and Midas Information Company limited.6. Memorandum of Understanding between GMP International and our Company7. Memorandum of Understanding between our Company and Jain Realty Limited8. Development Agreement between our Company and Jain Realty9. Audited Balance sheets and Profit and Loss Accounts of the Company for the financial years ending on31 March 2009, 2008, 2007, 2006, 2005 and for nine month period ended 31 December 2009.343

10. Consents of Auditors, Bankers to the Company, Lead Manager, Registrar to the Issue, Domestic LegalCounsel to the Company, Directors of our Company, Company Secretary and Compliance Officer, asreferred to, in their respective capacities.11. Copy of certificate dated 18 June 2010 issued by R K Chandak, Chartered Accountants and StatutoryAuditors of the Company in terms of Part II Schedule II of the Companies Act 1956 includingcapitalisation statement, taxation statement and accounting ratio for the year ended 31 March 2009,2008, 2007, 2006, 2005 and for six months period ended 30 September 2009.12. Copy of certificate dated 18 June 2010 issued by R K Chandak, Chartered Accountants and StatutoryAuditors of our Company regarding tax benefits accruing to the Company and its shareholders.13. Copy of certificate dated 18 June 2010 received from R K Chandak, Chartered Accountants andStatutory Auditors of our Company regarding sources and deployment of funds.14. Service Contract entered into between the Company and Mr. Mannoj Kumar Jain.15. Service Contract entered into between the Company and Mr. Ashok Chadha.16. Due Diligence Certificate dated 29 June 2010 to SEBI from the Book Running Lead Managers.17. Copy of In-principle listing approval received from BSE vide their letter nos. []dated []18. Copy of In-principle listing approval received from NSE vide their letter nos. []dated []19. IPO Grading Report of [] along with their rationale dated []20. SEBI Observation Letter No. [] dated [] issued by the Securities and Exchange Board of India.Any of the contracts mentioned in the Draft Red Herring Prospectus may be amended or modified at any time, ifso, required in the interest of the Company or if required by the other parties, without any reference to theshareholders subject to compliance of the provisions of the Companies Act and other relevant statutues.344

DECLARATIONWe, certify that all the relevant provisions of the Companies Act, 1956, and the guidelines issued by theGovernment of India or the regulations issued by Securities and Exchange Board of India, established underSection 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied withand no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act,1956, the Securities and Exchange Board of India Act, 1992 or rules made thereunder or regulations issued, asthe case may be. We further certify that all statements in this Draft Red Herring Prospectus are true and correct.Signed By the Directors of Our CompanySd/-Mannoj Kumar Jain, ChairmanSd/-Ashok K Chadha, Vice Chairman &Managing DirectorSd/-Bimalendu Chakrabarti, DirectorSd/-Sunder Shyam Dua, DirectorSigned by the Company Secretary and Compliance OfficerSd/Sumit Kumar SuranaPlace:Date:345