Ramky Infrastructure Limited

Transcription

1 DRAFT RED HERRING PROSPECTUS Dated December 14, 2007 Please read Section 60B of the Companies Act, 1956 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Issue Ramky Infrastructure Limited (The Company was incorporated as Ramky Engineers Private Limited on April 13, 1994 under the Companies Act, Subsequently the name of the Company was changed to Ramky Infrastructure Private Limited on June 16, The fresh certificate of incorporation consequent upon the change of name was granted on June 17, 2003 by the Registrar of Companies, Andhra Pradesh, located at Hyderabad (the RoC ). Subsequently, on June 23, 2003, the Company was converted to a public limited company. The certificate of incorporation to reflect the name change was issued on June 24, 2003 by the RoC. For details of changes in the registered office of the Company, see the section History and Certain Corporate Matters beginning on page 137). Registered and Corporate Office: /G/10 & 11, 1 st floor, Gulmohar Avenue, Raj Bhavan Road, Somajiguda, Hyderabad , India Telephone: ; Facsimile: Contact Person: Mr. Dasu Trivikram; investors@ramky.com Website: PUBLIC ISSUE OF [ ] EQUITY SHARES OF RS. 10 EACH OF RAMKY INFRASTRUCTURE LIMITED ( RAMKY, OR THE COMPANY, OR THE ISSUER ) FOR CASH AT A PRICE OF RS. [ ] PER EQUITY SHARE, AGGREGATING UP TO RS. 4,000 MILLION ( THE ISSUE ). THE ISSUE WILL CONSTITUTE [ ] % OF THE FULLY DILUTED POST-ISSUE EQUITY SHARE CAPITAL OF THE COMPANY. Our Company may issue up to 500 million Equity Shares to certain investors including persons resident outside India, prior to filing of the Red Herring Prospectus with the RoC ( Pre-IPO Placement ). If the Pre-IPO Placement is completed, the number of Equity Shares issued pursuant to the Pre-IPO Placement, will be reduced from the Issue, subject to a minimum Issue size of 10% of the post-issue share capital. PRICE BAND: RS. [ ] TO RS. [ ] PER EQUITY SHARE OF FACE VALUE OF RS. 10 EACH. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 AND THE FLOOR PRICE IS [ ] TIMES OF THE FACE VALUE AND THE CAP PRICE IS [ ] TIMES OF THE FACE VALUE. In case of revision in the Price Band, the Bidding Period shall be extended for three additional working days after such revision, subject to the Bidding Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited (the BSE ) and the National Stock Exchange of India Limited (the NSE ), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers ( BRLMs ) and the terminals of the other members of the Syndicate. Pursuant to Rule 19(2)(b) of the SCRR (as defined below), this Issue is for less than 25% of the post-issue share capital and is therefore being made through a 100% Book Building Process (as defined below) wherein at least 60% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers ( QIBs ), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 per Equity Share and the Issue Price is [ ] times the face value. The Issue Price (as determined by the Company, in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process) should not 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 and/or sustained trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments 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. Investors are 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 Company and the Issue, including 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 the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the statements in the section Risk Factors beginning on page 15. COMPANY S ABSOLUTE RESPONSIBILITY

2 The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Company and the Issue that is material 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 the opinions 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 the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. The Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [ ] and [ ], respectively. For the purposes of the Issue, the [ ] shall be the Designated Stock Exchange. IPO GRADING The IPO grading is assigned on a five point scale from 1 to 5 with an IPO Grade 5 indicating strong fundamentals and IPO Grade 1 indicating poor fundamentals. For further details in this regard, see the section General Information beginning on page 47 of this Draft Red Herring Prospectus. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE ENAM Securities Private Limited SEBI Reg. No:INM /802, Dalamal Towers, Nariman Point, Mumbai , India. Telephone no: Fax no: ramky@enam.com Website: Contact Person: Ms. Ashni Sampat Investor Grievance complaints@enam.com Citigroup Global Markets India Private Limited SEBI Reg. No:INM th floor, Bakhtawar, Nariman Point, Mumbai , India. Telephone no: Fax no: ril.ipo@citi.com Website: Contact Person: Mr. Abhinav Lamba Investor Grievance investors.cgmib@citi.com IL&FS Investsmart Securities Limited SEBI Reg. No: INM The IL&FS Financial Centre, 8 th floor, Plot No. C-22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai , India. Telephone no: Fax no: Website: Contact Person: Mr. Nakul Kapoor and Investor Grievance ramky.ipo@investsmartindia.com Karvy Computershare Private Limited SEBI Reg. No:INR Karvy House, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad ,India. Telephone no: Fax no: einward.ris@karvy.com Website: www. kcpl.karvy.com Contact Person: Mr. M. Murali Krishna BID/ISSUE PROGRAM BID/ISSUE OPENING DATE [ ], 2008 BID/ISSUE CLOSING DATE [ ],

3 TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS... 4 CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA FORWARD-LOOKING STATEMENTS RISK FACTORS SUMMARY OF BUSINESS AND INDUSTRY SUMMARY OF FINANCIAL INFORMATION THE ISSUE GENERAL INFORMATION CAPITAL STRUCTURE OBJECTS OF THE ISSUE BASIS FOR THE ISSUE PRICE STATEMENT OF TAX BENEFITS INDUSTRY OVERVIEW OUR BUSINESS REGULATIONS AND POLICIES HISTORY AND CERTAIN CORPORATE MATTERS OUR MANAGEMENT OUR PROMOTERS AND PROMOTER GROUP COMPANIES RELATED PARTY TRANSACTIONS DIVIDEND POLICY FINANCIAL STATEMENTS MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL INDEBTEDNESS OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS GOVERNMENT AND OTHER APPROVALS OTHER REGULATORY AND STATUTORY DISCLOSURES TERMS OF THE ISSUE ISSUE STRUCTURE ISSUE PROCEDURE MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION DECLARATION

4 DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the following meanings in this Draft Red Herring Prospectus. Company Related Terms Term The Company, the Issuer or Ramky or Ramky Infrastructure Limited we or us or our or Group Articles/Articles of Association Auditors Board of Directors/Board Director(s) ESOP 2006 ESPS 2006 Joint Ventures Memorandum/Memorandum of Association Order Book Promoters Promoter Group Description Ramky Infrastructure Limited, a public limited company incorporated under the Companies Act. Unless the context otherwise requires or implies, Ramky Infrastructure Limited, together with its Subsidiaries as described in this Draft Red Herring Prospectus. The articles of association of the Company as amended. The statutory auditors of the Company, being Visweswara Rao & Associates. The board of directors of the Company, as constituted from time to time, or a committee thereof. The director(s) on the Board of the Company, as appointed from time to time. Employee Stock Option Plan, 2006 of the Company. Employee Share Purchase Scheme, 2006 of the Company. The joint ventures of the Company being Ramky-WPIL JV and Ramky-VSM JV. The memorandum of association of the Company, as amended. Value of (i) projects awarded to us for which we have entered into signed agreements or received letters of award or letters of intent or work orders but have not commenced work and (ii) the uncompleted part of the projects for which we have commenced work. The promoters of the Company being Mr. Alla Ayodhya Rami Reddy and Mr. Yancharla Ratnakar Nagaraja. Individuals, companies and entities enumerated in the section titled Our Promoters and Promoter Group Companies - Promoter Group Companies & Entities on page 163. Registered Office The registered office of the Company located at /G/10 & 11, 1 st floor, Gulmohar Avenue, Raj Bhavan Road, Somajiguda, Hyderabad , India. Subsidiaries The subsidiaries of the Company, being MDDA-Ramky IS Bus Terminal Limited, Ramky Pharma City (India) Limited, Ramky Engineering & Consulting Services FZC, Gwalior Bypass Project Limited, Ramky Hyderabad Ring Road Limited, Ramky Towers Limited, Ramky Food Park (Chhattisgarh) Limited, Ramky Gems and Jewellery Park (Chhattisgarh) Limited, Ramky Herbal and Medicinal Park (Chhattisgarh) Limited and Ramky Enclave Limited. 4

5 Issue Related Terms Term Allot/Allotment/Allotted Allottee Bankers to the Issue/ Escrow Collection Banks Bid Bidder Bidding Period Bid Amount Bid cum Application Form Bid/Issue Closing Date Bid/Issue Opening Date Book Building Process BRLMs/Book Running Lead Managers Business Day CAN/Confirmation of Allocation Note Cap Price Description Unless the context otherwise requires or implies, the issue/allotment of Equity Shares pursuant to the Issue. A successful Bidder to whom Equity Shares are/have been Allotted. The banks that are clearing members and registered with SEBI as Bankers to the Issue with whom the Escrow Accounts will be opened, in this case being [ ]. An indication to make an offer during the Bidding Period by a prospective investor to subscribe for or purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto. Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form. The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date (inclusive of both days) and, during which prospective Bidders can submit their Bids including any revisions thereof. The highest value of the optional Bids indicated in the Bid cum Application Form and payable by the Bidder on submission of the Bid. The form in terms of which the Bidder shall make an offer to subscribe for or purchase the Equity Shares and which will be considered as the application for Allotment pursuant to the terms of the Red Herring Prospectus and the Prospectus. The date after which the members of the Syndicate will not accept any Bids for the Issue, which shall be notified in a widely circulated English national newspaper, a widely circulated Hindi national newspaper and a widely circulated Telugu newspaper and in case of any revision, the extended Bid/Issue Closing Date will also be notified on the websites and terminals of the Syndicate as required under the SEBI guidelines. The date on which the members of the Syndicate shall start accepting Bids for the Issue, which shall be the date notified in a widely circulated English national newspaper, a widely circulated Hindi national newspaper and a widely circulated Telugu newspaper. The book building process as described in Chapter XI of the SEBI Guidelines, in terms of which the Issue is being made. Means ENAM Securities Private Limited, Citigroup Global Markets India Private Limited and IL&FS Investsmart Securities Limited. Any day other than Saturday or Sunday on which commercial banks in Mumbai are open for business. The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process. The higher end of the Price Band, above which the Issue Price will not be finalised and above which no Bids will be accepted. 5

6 Citi Term Description Citigroup Global Markets India Private Limited with its registered office at 12 th floor, Bakhtawar, Nariman Point, Mumbai , India. Companies Act Cut-off Price Depositories Depositories Act Depository Depository Participant/DP Designated Date Designated Stock Exchange Draft Red Herring Prospectus/DRHP Eligible NRI ENAM Equity Shares Escrow Accounts Escrow Agreement First Bidder The Companies Act, 1956, as amended. Any price within the Price Band finalised by the Company, in consultation with the BRLMs. A Bid submitted at the Cut-off Price by a Retail Individual Bidder is a valid Bid. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price. NSDL and CDSL. The Depositories Act, 1996, as amended. A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended. A depository participant as defined under the Depositories Act. The date on which the Escrow Collection Banks transfer the funds from the Escrow Accounts of the Company to the Public Issue Account, after the Prospectus is filed with the RoC, following which the Board shall Allot Equity Shares to successful Bidders. [ ]. This Draft Red Herring Prospectus issued in accordance with Section 60B of the Companies Act and the SEBI Guidelines, which does not contain, inter alia, complete particulars of the price at which the Equity Shares are offered and the size of the Issue. NRIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe for or purchase the Equity Shares pursuant to the terms of the Red Herring Prospectus. Enam Securities Private Limited with its registered office at 24, B.D. Rajabahadur Compound, Ambalal Doshi Marg, Fort, Mumbai , India. Equity shares of the Company of face value of Rs. 10 each, unless otherwise specified in the context thereof. Accounts opened with the Escrow Collection Banks for the Issue and in whose favour the Bidder will issue cheques or drafts in respect of the Margin Amount when submitting a Bid and the remainder of the Bid Amount, if any, collected thereafter. An agreement to be entered into among the Company, the Registrar, the Escrow Collection Banks, the BRLMs and the Syndicate Members for collection of the Bid Amounts and for remitting refunds, if any, of the amounts collected, to the Bidders on the terms and conditions thereof. The Bidder whose name appears first in the Bid cum Application Form or Revision Form. 6

7 Term Description Fiscal/ Financial Year/FY Floor Price IISL Indian GAAP Issue Issue Price Margin Amount Mutual Funds Mutual Fund Portion Non-Institutional Bidders Non-Institutional Portion Non-Residents NRI OCB/Overseas Corporate Body Pay-in Date A period of twelve months ended March 31 of that particular year, unless otherwise stated. The lower end of the Price Band, below which the Issue Price will not be finalised and below which no Bids will be accepted. IL&FS Investsmart Securities Limited with its registered office at the IL&FS Financial Centre, 8 th floor, Plot No. C-22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai , India. Generally accepted accounting principles in India. Public issue of up to [ ] Equity Shares at a price of Rs. [ ] each for cash aggregating up to Rs. 4,000 million by our Company. The final price at which Equity Shares will be Allotted in the Issue, as determined by the Company, in consultation with the BRLMs, on the Pricing Date. The amount paid by the Bidder at the time of submission of the Bid, which may range between 10% to 100% of the Bid Amount. Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended. 5% of the QIB Portion, consisting [ ] Equity Shares, available for allocation to Mutual Funds from the QIB Portion. All Bidders that are neither Qualified Institutional Buyers nor Retail Individual Bidders and who have bid for an amount more than Rs. 100,000. The portion of the Issue being not less than 10% of the Issue consisting of [ ] Equity Shares, available for allocation to Non-Institutional Bidders. All eligible Bidders that are persons resident outside India, as defined under FEMA, including Eligible NRIs, FIIs and FVCIs. A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, such term as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended. A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date was eligible to undertake transactions pursuant to the general permission granted to OCBs under FEMA. OCBs are not permitted to invest in this Issue. The Bid/Issue Closing Date with respect to the Bidders whose Margin Amount is 100% of the Bid Amount or the last date specified in the CAN sent to the Bidders with respect to the Bidders whose Margin Amount is less than 100% of the Bid Amount. 7

8 Pay-in Period Price Band Pricing Date Prospectus Term Public Issue Account QIBs or Qualified Institutional Buyers QIB Margin Amount QIB Portion Refund Account Refund Banker (s) Registrar to the Issue Retail Individual Bidders Retail Portion Revision Form Description (i) With respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the Bid/Issue Closing Date; and (ii) With respect to Bidders whose Margin Amount is less than 100% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the closure of the Pay-in Date specified in the CAN. The price band with a minimum price (Floor Price) of Rs. [ ] per Equity Share and a maximum price (Cap Price) of Rs. [ ] per Equity Share, including all revisions thereof. The date on which the Issue Price is finalised by the Company in consultation with the BRLMs. The prospectus to be filed with the RoC after the Pricing Date containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information. The account opened with the Bankers to the Issue to receive money from the Escrow Accounts in relation to the Issue on the Designated Date. As defined under the SEBI Guidelines to include public financial institutions as defined in Section 4A of the Companies Act, FIIs, scheduled commercial banks, mutual funds, multilateral and bilateral development financial institutions, VCFs, FVCIs, state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with a minimum corpus of Rs million and pension funds with a minimum corpus of Rs million. An amount representing at least 10% of the Bid Amount that the QIBs are required to pay at the time of submitting a Bid. The portion of the Issue being at least 60% of the Issue consisting of [ ] Equity Shares, to be allotted to QIBs on a proportionate basis. The account opened with an Escrow Collection Banks, from which refunds, if any, of the whole or part of the Bid Amount shall be made. [ ]. Karvy Computershare Private Limited, having its registered office at Karvy House, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad , India. Bidders (including HUFs) who have bid for Equity Shares of an amount less than or equal to Rs. 100,000. The portion of the Issue being not less than 30% of the Issue consisting of [ ] Equity Shares, available for allocation to Retail Individual Bidders. The form used by the Bidders to modify the quantity of Equity Shares or the Bid price in any of their Bid cum Application Forms or any previous Revision Form(s). 8

9 Term Description RHP/Red Herring Prospectus SEBI Act SEBI Guidelines Securities Act Stock Exchanges Syndicate Agreement Syndicate Members Syndicate or members of the Syndicate Takeover Code TRS or Transaction Registration Slip Underwriters Underwriting Agreement The Red Herring Prospectus to be issued in accordance with Section 60B of the Companies Act and the SEBI Guidelines, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Securities and Exchange Board of India Act, 1992, as amended. The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended. The U.S. Securities Act of 1933, as amended. The BSE and the NSE. The agreement to be entered into among the Company and the Syndicate, in relation to the collection of Bids in this Issue. [ ]. The BRLMs and the Syndicate Members. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended. The slip or document issued by any of the members of the Syndicate to a Bidder as proof of registration of the Bid. The BRLMs and the Syndicate Members. The agreement to be entered into among the Underwriters and the Company on or after the Pricing Date. Abbreviations/Terms AGM Abbreviation Annual General Meeting. Full Form AS BSE CAGR CDSL CSIDC Accounting Standards as issued by the Institute of Chartered Accountants of India. The Bombay Stock Exchange Limited. Compound Annual Growth Rate calculated in the DRHP as follows: CAGR = (Xf/Xi)1/3-1, where Xf is the total revenue or profit after tax, as the case may be, in Fiscal 2006 and Xi is the total revenue or profit after tax, as the case may be, in Fiscal Central Depository Services (India) Limited. Chhattisgarh State Industrial Development Corporation Limited. CST Central Sales Tax Act, DIN Directors Identification Number. 9

10 DTR Abbreviation Distribution Transformer. Full Form EBITDA ECS EGM EPS ESI ESIC FCNR Account FDI FEMA FII FIPB FVCI GDP GoI/Government of India/ Government HUF IFRS IFC IPO IRDA IT Act Ltd. MICR N.A. NAV Earnings Before Interest, Tax, Depreciation and Amortisation. Electronic Clearing System. Extraordinary General Meeting. Earnings Per Share. Employee s State Insurance. Employee s State Insurance Corporation. Foreign Currency Non-Resident Account.. Foreign Direct Investment, as understood under applicable Indian regulations. The Foreign Exchange Management Act, 1999, together with rules and regulations framed thereunder, as amended. Foreign Institutional Investors, as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended and registered with SEBI under applicable laws in India. The Foreign Investment Promotion Board of the Government of India. Foreign Venture Capital Investors, as defined and registered with SEBI under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended. Gross Domestic Product. The Government of India. Hindu Undivided Family. International Financial Reporting Standards. International Finance Corporation. Initial Public Offering. The Insurance Regulatory and Development Authority constituted under the Insurance Regulatory and Development Authority Act, 1999, as amended. The Income Tax Act, 1961, as amended. Limited. Magnetic Ink Character Recognition. Not Applicable. Net Asset Value. 10

11 Abbreviation Full Form NRE Account NRO Account NSDL NSE p.a. PAN P/E Ratio PLR Pvt. RBI REEL RoC RoNW Rs./Rupees RTGS SAPE SCRA SCRR SEBI SICA STC Tara India U.S. TIN U.S. GAAP VAT Non-Resident External Account. Non-Resident Ordinary Account. National Securities Depository Limited. The National Stock Exchange of India Limited. Per annum. Permanent Account Number. Price/Earnings Ratio. Prime Lending Rate. Private. The Reserve Bank of India. Ramky Enviro Engineers Limited. The Registrar of Companies, Andhra Pradesh, located at Hyderabad. Return on Net Worth. Indian Rupees. Real Time Gross Settlement. Sabre Abraaj Infrastructure Company Private Limited. The Securities Contracts (Regulation) Act, 1956, as amended. The Securities Contracts (Regulation) Rules, 1957, as amended. The Securities and Exchange Board of India constituted under the SEBI Act. The Sick Industrial Companies (Special Provisions) Act, 1985, as amended. Service Tax Code. Tara India Fund III a scheme of IL&FS Private Equity Trust whose trustee is IL&FS Trust Company Limited. The United States of America. Tax Identification Number. Generally accepted accounting principles in the United States of America. Value Added Tax. 11

12 VCFs Abbreviation Full Form Venture Capital Funds as defined and registered with SEBI under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as amended. Water Act The Water (Prevention and Control of Pollution) Act, 1974, as amended. Industry Related Terms/Abbreviations BOO BOQ BOOT BOT Term Build Own Operate. Bill of Quantities. Build Own Operate Transfer. Build Operate Transfer. Description COD EMD EPC Km/km kwh LOI LSTK LT MCMD MLD MMSCMD MMTPA MW NHAI NHDP PPP PWC O&M SEZ SPV Commercial Operations Date. Earnest Money Deposit. Engineering, Procurement and Construction. Kilometre. Kilowatt Hour. Letter of Intent. Lump Sum Turn Key. Low Tension. Million Cubic Metres per Day. Million Litres per Day. Million Metric Standard Cubic Meter per Day. Million Metric Tonne Per Annum. Mega Watt. National Highways Authority of India. National Highways Development Project. Public Private Partnership. Public Works Department. Operations and Maintenance. Special Economic Zone. Special Purpose Vehicle. 12

13 CERTAIN CONVENTIONS PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA All references to Rupees or Rs. are to Indian Rupees, the official currency of the Republic of India. All numbers in this document have been prescribed in millions or in whole numbers where the numbers have been too small to present in millions. Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated consolidated and unconsolidated financial statements prepared in accordance with Indian GAAP and the SEBI Guidelines, which are included in this Draft Red Herring Prospectus. Our fiscal year commences on April 1 and ends on March 31 of the next year. So all references to a particular fiscal year are to the twelve-month period ended on March 31 of that year. We have not attempted to quantify their impact on the financial data included herein and we urge you to consult your own advisors regarding such differences and their impact on our financial data. The degree to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. In this Draft Red Herring Prospectus, any discrepancies in any table between the totals and the sum of the amounts listed are due to rounding off. Market and industry data used in this Draft Red Herring Prospectus has generally been obtained or derived from industry publications and sources. These publications typically state that the information contained therein has been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Accordingly, no investment decisions should be made based on such information. Although we believe that industry data used in this Draft Red Herring Prospectus is reliable, it has not been verified. Similarly, we believe that the internal company reports are reliable however they have not been verified by any independent sources. The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the reader s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the construction industry in India and methodologies and assumptions may vary widely among different industry sources. All references to CRISINFAC are to the CRISIL Infrastructure Report - July

14 FORWARD-LOOKING STATEMENTS All statements contained in this Draft Red Herring Prospectus that are not statements of historical fact constitute forward-looking statements. All statements regarding our expected financial condition and results of operations, business, plans and prospects are forward-looking statements. These forward-looking statements include statements as to our business strategy, our revenue and profitability, planned projects and other matters discussed in this Draft Red Herring Prospectus regarding matters that are not historical facts. These forwardlooking statements and any other projections contained in this Draft Red Herring Prospectus (whether made by us or any third party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. Investors can generally identify forward-looking statements by terminology such as aim, anticipate, believe, expect, estimate, intend, objective, plan, project, shall, will, will continue, will pursue or other words or phrases of similar import. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: Any change in government policies resulting in a decrease in the expenditure on infrastructure projects, a decrease in private sector participation in infrastructure projects, the restructuring of existing projects or delays in payment to us; If we experience insufficient cash flows or are unable to obtain the necessary funds to allow us to make required payments on our debt or fund working capital requirements; If we are unable to pass on unanticipated increases in sub-contracting costs or in the price of materials consumed, labour or other project-related inputs; If we are unable to get an adequate and timely supply of key materials such as steel, cement and aggregates; If we are unable to attract, recruit and retain skilled personnel; If we are unable to claim tax incentives under Section 80IA of the IT Act; If our actual expenses in executing projects undertaken by our developer business vary substantially from the assumptions underlying our bid and we are unable to recover all or some of the additional expenses; and If we are unable to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate our business a. For further discussion of factors that could cause our actual results to differ, see the section titled Risk Factors beginning on page 15 of this Draft Red Herring Prospectus. By their nature, certain risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. We, the members of the Syndicate and their respective affiliates do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, we and the BRLMs will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges. 14

15 RISK FACTORS An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties, before making an investment in our Company s Equity Shares. To obtain a better understanding of our business, you should read this section in conjunction with the sections entitled Our Business and Management s Discussion and Analysis of Financial Conditions and Results of Operations beginning on pages 103 and 241, respectively, of this Draft Red Herring Prospectus, together with all other financial information contained in this Draft Red Herring Prospectus. If any one or some combination of the following risks were to occur, our business prospects, results of operations and financial condition could be adversely affected and the trading price of our Equity Shares and the value of your investment in our Equity Shares could decline or could be lost. Internal Risk Factors 1. Our business is substantially dependent on infrastructure projects in India undertaken or awarded by government authorities and other entities funded by governments. Any change in government policies resulting in a decrease in the expenditure on infrastructure projects, a decrease in private sector participation in infrastructure projects, the restructuring of existing projects or delays in payment to us may adversely affect our business and results of operations. Our business is substantially dependent on infrastructure projects in India undertaken or awarded by government authorities and other entities funded by governments or international and multilateral development finance institutions. Contracts awarded by the Government of India, state and local government authorities accounted for 72.82% of our total income for the three-months ended June 30, 2007 on a consolidated basis and we expect that such contracts will continue to account for a high percentage of our total income in the short to medium term. Sustained increases in budgetary allocations by the Government and various state governments for investments in the infrastructure sector, the development of structured and comprehensive infrastructure policies that encourage greater private sector participation and increased funding by international and multilateral development financial institutions in infrastructure projects in India have resulted in and are expected to continue to result in increases in the amount of infrastructure projects undertaken in India. If there is any change in government policies that result in a slowdown in the development of infrastructure projects, a decrease in the participation of the private sector in such projects or a restructuring of such projects or delays in payment to us, our business and results of operations may be adversely affected. 2. We have significant working capital requirements and require debt to partly finance our construction projects and developer projects. If we experience insufficient cash flows or are unable to obtain the necessary funds to allow us to make required payments on our debt or fund working capital requirements, there may be an adverse effect on our results of operations. Both our construction business and developer business require a significant amount of working capital. In many cases, significant amounts of working capital are required to finance the purchase of materials, the hiring of equipment and the performance of engineering, construction and other work on projects before payments are received from clients or units are sold or leased. As at June 30, 2007, on a consolidated basis, we had outstanding secured loans of Rs. 2, million, Rs 6.98 million in unsecured loans. In certain cases, we are contractually obligated to our clients to fund the working capital requirements of our projects. We provide bank guarantees or performance bonds in favour of clients to secure obligations under contracts. In addition, letters of credit are often required to satisfy payment obligations to suppliers and sub-contractors. Providing security to obtain letters of credit, bank guarantees and performance bonds increases our working capital needs. If we are unable to provide sufficient collateral to secure the letters of credit, bank guarantees or performance bonds, our ability to enter into new contracts or obtain adequate supplies could be limited, which could have a material adverse effect on our financial condition and results of operations. Our working capital requirements have increased in recent years because we have undertaken a growing number of large-scale projects and more projects with an overlapping timeframe. We will need significant additional working capital to finance our future business plans and, in particular, our plan for expansion as referred to in Objects of the Issue on page 65 of this Draft Red Herring Prospectus. Due to various factors, including certain extraneous factors such as changes in tariff regulations, interest rates, insurance and other costs or 15

16 borrowing and lending restrictions, if any, we may not be able to finance our working capital needs, or secure other financing when needed, on acceptable commercial terms. Any such situation would adversely affect our business and growth prospects. 3. Contracts awarded to us by governments or government-backed entities may be unilaterally terminated for convenience. One of the standard conditions in contracts typically awarded by governments or government-backed entities is that the government or entity, as the client, has the right to terminate the contract for convenience, without any reason, at any time after providing us with notice that may vary from a period of 30 to 90 days. While we would be paid for works completed prior to the date of termination, no other amount would be payable to us by the client. This could result in the resources allocated by us to a terminated project being rendered idle until such assets are assigned to another project or being rendered permanently redundant. Furthermore, government clients retain certain rights to terminate BOT contracts prior to the expiration of the Concession Period, subject to payment of compensation to us. 4. Most agreements that either our construction business or developer business have entered into contain penalty or liquidated damage clauses for any delay in the completion of a project. We have not been able complete certain projects as per the schedule of implementation. Our projects in both the construction and the developer businesses are typically subject to specific completion schedule requirements. Failure to adhere to contractually agreed timelines for reasons other than specified force majeure events could result in our being required to pay liquidated damages, lead to forfeiture of security deposits or invocation of performance guarantees, which could have a material adverse effect on our results of operations and financial condition. In addition, it could cause damage to our reputation, which could adversely affect our ability to pre-qualify for projects, which in turn may adversely affect our business, results of operations and financial condition. We have not completed the construction of an 80 MLD sewage treatment plant at Airoli, Navi Mumbai, Maharashtra for Navi Mumbai Municipal Corporation by the scheduled completion date, which was in October Under the terms of the agreement, we are required to pay a penalty of Rs. 100,000 per day we exceed the scheduled completion date, subject to a maximum cap of 5% of the contract value. The contract value is Rs. 590 million. We have requested the company for an extension of time but have yet to receive a response. We expect to complete construction of the project by the end of December Projects included in our Order Book may be delayed, modified cancelled or not fully paid for by our clients and, therefore, statements regarding our Order Book may not be representative of our future results. We define our Order Book the value of projects awarded to us for which we have entered into signed agreements or received letters of award or letters of intent or work orders, but for which we have not yet commenced the work; and the value of the unexecuted portion of projects on which we have commenced work. The value of our Order Book was Rs. 41, million as at September 30, 2007 compared with Rs. 22, million as at March 31, We have added contracts worth Rs. 4, million to our Order Book during the period from October 1, 2007 through November 30, Order Book projects represent business that is considered firm, but cancellations or scope or schedule adjustments may occur, either during the construction period or at its conclusion. We may also encounter problems executing the project as ordered, or executing it on a timely basis. Moreover, factors beyond our control or the control of our clients may postpone a project or cause its cancellation, including delays or failures to obtain necessary permits, authorizations, permissions, right-of-way, delays or failure to receive performance bonds and other types of difficulties or obstructions. Due to the possibility of cancellations or changes in project scope and schedule, as a result of exercises of our clients discretion, problems we encounter in project execution, or reasons outside our control or the control of our clients, we cannot predict with certainty when, if or to what extent an Order Book project will be performed. Delays in the completion of a project can lead to clients delaying or refusing to make payment to us of some or all of the amounts we expect to be paid in respect of the project. Even relatively short delays or surmountable difficulties in the execution of a project could result in our failure to receive, on a timely basis or at all, the final payments due to us on a project. These payments often represent an important portion of the margin we expect to earn on the project. In addition, even where a project proceeds as scheduled, it is possible that the contracting parties may default or otherwise fail to pay amounts owed. Any delay, reduction in scope, cancellation, execution difficulty, payment postponement or payment default in regard to Order Book projects or any other 16

17 uncompleted projects, or disputes with clients in respect of any of the foregoing, could materially harm our cash flow position, revenues and earnings. 6. We have not entered into any definitive agreements to use a substantial portion of the net proceeds of the Issue and the objects of the Issue have not been appraised by any bank or financial institution. We intend to use the net proceeds of the Issue as set forth in the section entitled Objects of the Issue beginning on page 65 of this Draft Red Herring Prospectus. Except for the investments in four of the Subsidiaries, we have not entered into any definitive agreements to utilize the net proceeds of the Issue. In particular, we have not placed orders for any of the plant and machinery to be financed from the net proceeds of the Issue. We have relied on third party quotations to calculate the expected amount of the net proceeds of the Issue to be spent on plant and machinery. Consequently, these estimates may be inaccurate and we may require additional funds to implement the objects of the Issue. The purposes for which the net proceeds of the Issue are to be utilized have not been appraised by an independent entity and are based on our estimates and on third-party quotations. In the absence of such independent appraisal, the deployment of the net proceeds of the Issue is at our discretion. 7. We have not yet placed any order for purchase of the construction equipment which is a part of the objects of the Issue. One of the objects of the Issue is to purchase construction equipments to strengthen our execution capacity. We have obtained quotations for the construction equipment proposed to be purchased but have not yet placed orders for the same. There might be a substantial time gap in obtaining of the quotations and placing of the orders for purchase of the construction equipment. Thus we cannot assure you that we will be able to purchase the construction equipments at the same price at which we obtained quotations. 8. Certain projects forming part of the objects of the Issue have not yet attained financial closure which jeopardizes our investment in the subsidiaries developing these projects Equity investment in Ramky Herbal and Medicinal Park (Chhattisgarh) Limited, Ramky Food Park (Chattisgarh) Limited and Ramky Gems & Jewellery Park (Chhattisgarh) Limited is a part of the objects of the Issue. The projects to be developed by these subsidiaries are in the initial stages of development and have not yet attained financial closure. In the event we are unable to obtain financial closure, the projects to be developed by these subsidiaries may be adversely affected. This may adversely affect the value of our investment in these subsidiaries. 9. We have filed application under industrial park scheme for projects to be developed by Ramky Herbal and Medicinal Park (Chhattisgarh) Limited, Ramky Food Park (Chattisgarh) Limited and Ramky Gems & Jewellery Park (Chhattisgarh) Limited We have filed application under industrial park scheme for projects to be developed by three of our subsidiaries i.e, Ramky Herbal and Medicinal Park (Chhattisgarh) Limited, Ramky Food Park (Chattisgarh) Limited and Ramky Gems & Jewellery Park (Chhattisgarh) Limited. These applications are pending approval and there can be no guarantee that the approvals will be awarded to the concerned subsidiaries. In the event we fail to obtain the approvals, the projects to be developed by the aforesaid subsidiaries may be impacted. 10. Timely and successful completion of our projects is dependent upon our performance and, in the case of some of our projects, the cooperation of our joint venture partners and sub-contractors. We often enter into joint ventures to take on a project or sub-contract part of the work in a project to various sub-contractors. In those instances, the completion of the contract for our client depends in part on the performance of our joint venture partners and sub-contractors. If a joint venture partner or sub-contractor fails to complete its work on a project on time, we could be in breach of the contract. If we are required to pay any money as a result of such breach, our joint venture partners or sub-contractors may not have adequate financial resources to meet their indemnity obligations to us. Losses may derive from risks not addressed in our indemnity agreements or insurance policies, or it may no longer be possible to obtain adequate insurance against some risks on commercially reasonable terms. Failure to effectively cover ourselves against risks for any of these reasons could expose us to substantial costs and potentially lead to material losses. 17

18 11. If we are unable to execute larger projects and effectively manage our growth, our business could be disrupted and our profitability could be reduced. We have experienced considerable growth in recent years. Our total income, has grown at a CAGR of % between fiscal 2003 and fiscal 2007, increasing from Rs. 1, million in fiscal 2003 on a standalone basis to Rs. 7, million in fiscal 2007 on a consolidated basis, and our profit after tax has grown at a CAGR of % between fiscal 2003 and fiscal 2007, increasing from Rs million in fiscal 2003 on a standalone basis to Rs million in fiscal 2007 on a consolidated basis. In addition, we are continually bidding for and being awarded larger projects. The average value of new construction contracts awarded to us in fiscal 2006, fiscal 2007 and the six months ended September 30, 2007 was Rs. 133 million, Rs. 218 million and Rs. 345 million, respectively. We expect our business to continue to grow as we gain greater access to financial resources and are awarded larger and potentially more profitable projects by our clients. While larger projects provide the opportunity for greater profitability, they also pose greater challenges and risk. We expect our strategy of bidding for larger projects and our growth generally to place significant demands on us and require us to continuously evolve and improve our operational, financial and internal controls, including management controls, reporting systems and procedures, across our organization. In particular, taking on larger projects and continued expansion increases the challenges involved in: preserving a uniform culture, values and work environment across our projects; developing and improving our internal administrative infrastructure, particularly our financial, operational, communications, internal control and other internal systems; recruiting, training and retaining sufficient skilled management, technical and marketing personnel; requirements for increased amount of working capital and, therefore, increasing amounts of debt financing; maintaining high levels of client satisfaction; and adhering to health, safety, and environmental standards. If we fail to effectively manage larger projects or our growth generally, it could have an adverse effect on our business, results of operations and financial condition. 12. We may be unable to pre-qualify to bid on certain larger construction or developer projects on our own and if we are unable to forge alliances with third parties, we may be precluded from bidding for those large construction and developer projects. We may be unable to pre-qualify to bid on certain large construction and developer projects on our own. In order to be able to bid for certain large construction or developer projects, we enter into memoranda of understanding or joint venture agreements with various other companies to meet capital adequacy, technical or other criteria that may be required as part of the bidding process or execution of the contract. In cases where we are unable to forge an alliance with appropriate companies to meet pre-qualification requirements, we may lose out on opportunities to bid, which could have an adverse effect on our growth prospects. 13. Adverse publicity and costs associated with warranty claims and project liability due to defects in our projects could adversely affect our business, results of operations and financial condition. Defects, if any, in our projects could require us to undertake service and rectification actions. These actions could require us to expend considerable resources in correcting the problems and could adversely affect future demand for our construction services. Defects in our projects that arise from defective components or materials supplied by external suppliers may or may not be covered under warranties provided by such third parties. A failure to meet quality standards could expose us to the risk of claims during the project execution period when our obligations are typically secured by performance guarantees, which typically range from 5.0% to 10.0% of the contract price, and during the defects liability period, which typically runs for 12 months to 24 months from the date of handing over. In defending such alleged claims or taking such remedial actions, substantial costs may be incurred and adverse publicity generated Management resources could be diverted away from our business towards defending such claims or taking such remedial action. As a result, our results of operations and financial condition could be adversely affected. Customers may also make claims against us for liquidated damages provided in the contracts. In addition, in the event that the defects are not rectified to the satisfaction of our customers, they may decide not to return part or the entire amount paid as a performance guarantee. Such actions may in aggregate adversely affect our results of operations and financial condition. 18

19 14. Our results of operations of our construction business may be adversely affected if we are unable to pass on unanticipated increases in sub-contracting costs or in the price of materials consumed, labour or other project-related inputs. The cost of sub-contracting, materials consumed, labour and other project related inputs constitutes a significant part of our operating expenses. Our sub-contracting costs constituted 40.52% and 35.58% of our total costs for fiscal 2007 and the three months ended June 30, 2007, respectively, on a consolidated basis. Our business requires various materials including, steel, cement and aggregates (sand, bricks and sized metals). Material costs are included in the line item materials consumed in our statements of profit and loss. Materials consumed, which also includes the cost of our mechanical and other equipment, constituted 25.49% and 32.20% of our total costs for fiscal 2007 and the three months ended June 30, 2007, respectively, on a consolidated basis. Labour costs comprise (a) the costs of our employees wages and benefits in the line item staff costs in our statements of profit and loss and (b) labour and wages for site workers, which is included the line item other direct expenses in our statements of profit and loss. Labour costs constituted 10.45% and 9.87% of our total costs for fiscal 2007 and the three months ended June 30, 2007, respectively, on a consolidated basis. Labour costs for skilled personnel, such as engineers, have nearly doubled in the past year and the cost of unskilled construction labour has increased in the same period by approximately 35%. Our ability to pass on increases in the price of sub-contracting charges, materials, labour and other project related inputs may be limited in the case of fixed-price and lump sum, turn-key contracts, contracts with limited price escalation provisions and contracts for the construction phase of developer projects. Many of the contracts into which we enter do not contain price escalation clauses. Unanticipated increases in the price of sub-contracting charges, materials consumed, labour and other project related inputs may also have compounding effects by increasing costs of performing other parts of the contract. This may contribute to our profits on such projects being less than originally estimated or may even result in us experiencing losses. Depending on the size of the project, the variation from the estimated contract value could have a significant adverse effect on our results of operations and financial condition. 15. Most agreements that we have entered into have restrictions on sub-contracting and use of employees. As at June 30, 2007, we have sub-contracted certain portions of our works to sub-contractors. While we are permitted to engage sub-contractors under some contracts, clients typically impose several restrictions on our ability to do so. These restrictions may cover the scope, type and/or amount of work that may sub-contracted, which in certain cases cannot exceed 20%, and in a few cases 50%, of the total works to be performed under the contracts. In others cases, we cannot sub-contract the contract to a sub-contractor unless the bid form expressly mentions such sub-contracting. Additionally, certain contracts, notably those relating to construction of military facilities, include restrictions that may prevent us from using certain employees on the relevant projects. Any default or delay on our part to comply with such a restriction may result in us being liable for damages to the client. 16. If the Company was to default on any of its obligations under its working capital loan agreement with State Bank of India, which had an outstanding amount of Rs million as at June 30, 2007, State Bank of India would be able to convert the outstanding balance of the underlying loan into Equity Shares. If the Company was to default on any of its obligations under its working capital loan agreement with State Bank of India, which had an outstanding amount of Rs million as at June 30, 2007, State Bank of India has the right to convert the then outstanding balance of the underlying loan into Equity Shares at a mutually acceptable formula. If State Bank of India was to exercise its conversion right, the resulting issuance of new Equity Shares would dilute the positions of investors in the Equity Shares, which could adversely affect the market price of the Equity Shares. 17. The Company has pledged or has agreed to pledge a large portion of the shares it holds in certain of its subsidiaries in favour of lenders, who may take control of such subsidiaries upon the occurrence and continuance of a default under the relevant financing documents. The Company has pledged or agreed to pledge 8,942,000 equity shares in Ramky Pharmacity (India) Limited amounting to Rs million, 9,750,000 equity shares in MDDA Ramky IS Bus Terminal Limited amounting to Rs million, and 25,500 equity shares in Gwalior Bypass Project Limited amounting to Rs million 19

20 in favour of certain lenders as security for the loans provided to these companies. If our subsidiaries default on their obligations under the relevant financing documents, the lenders may, upon the expiry of the applicable cure periods, exercise their rights under the share pledges, have the shares transferred to their names and take management control over the pledged companies. If this happens, we will lose the value of any such pledged shares and we will no longer be able to recognize any revenue attributable to them. 18. We are subject to certain restrictive covenants under the shareholders agreement with SAPE and Tara India. The Company along with Mr. Alla Ayodhya Rami Reddy, Mr. Yancharla Ratnakar Nagaraja, Ms. A. Dakshayani, Ms. Y.N. Madhu Rani, Mr. Alla Dasratha Rami Reddy, Mr. A. Veeraghavamma, Ramky Finance & Investment Private Limited and Mr. Alla Ayodhya Rami Reddy on behalf of Master A. Sharan and Master A. Ishan (Collectively referred to as the Members ), has entered into a subscription and shareholders agreement dated November 24, 2006 with Sabre Abraaj Infrastructure Private Limited ( SAPE ) and Tara Indian Fund III ( Tara India, and together with SAPE, the Investors ) (the Shareholders Agreement ). The Shareholders Agreement contains a number of restrictive covenants, including the following: For a period of 18 months from the completion of the Issue, each of the Investors shall have the right to appoint a nominee director on the board of directors of the Company and a valid quorum of the Board requires the presence of both the nominee directors of the Investors. Mr. Ayodhya Rami Reddy is required to continue to be the executive chairman of the Company for a period of 18 months from the completion of the Issue. A valid quorum for the shareholders meeting requires the presence of at least one representative of the Investors. None of the fundamental issues would be considered in a shareholders meeting unless one representative of the Investors is present in the meeting. For a period of 18 months from the completion of the Issue, we need to obtain the Investors consent for transacting certain business at the Board meeting or shareholders meeting of the Company, which, among other things, include the following: a declaration of a dividend; a change in the capital structure of the Company; the creation or adoption of any equity option plan; the winding up or liquidation of the Company; and a change in the registered office of the Company. For a period of 18 months after the completion of the Issue, the Investors will have the right of first offer to invest in equity of the affiliates (as defined in the Shareholders Agreement) of the Company or Members engaged in the business of waste management. For a period of 18 months after completion of the Issue, the Investors shall have the right to appoint the Company s statutory auditors from the accounting firms listed in the SHA. No affiliate of the Members shall participate in the equity of the future SPVs and subsidiaries set up for the purposes of the Company s business, provided that in the event the Company does not meet the technical qualification requirements for a contract on a standalone basis, the Company may with the Investors consent allow an affiliate of the Member to participate in the equity of a future SPV. These restrictive covenants may restrict the Company from acting in a way it would have acted but for the restrictive covenants, which could have a material adverse effect on the Company s business. For further details on the Shareholders Agreement, see the section titled History and Certain Corporate Matters Material Agreements and Arrangements Shareholders Agreement with SAPE and Tara India beginning on page 137 of this Draft Red Herring Prospectus. 19. Our indebtedness and the conditions and restrictions imposed on us by our financing agreements and any acceleration of amounts due under such arrangements could adversely affect our ability to conduct our business. As at June 30, 2007, we had total secured loans of Rs. 2, million and total unsecured loans of Rs million on a consolidated basis. We may incur additional indebtedness in the future. Our indebtedness could have several important consequences, including, but not limited to, the following: a portion of our cash flow will be utilized for servicing of our existing debt instead of operations, which will reduce the availability of cash to fund working capital needs, capital expenditures, and other general corporate requirements; our ability to obtain additional financing in the future at reasonable terms may be restricted; an increase in interest rates may affect the cost of our borrowings and our margins, as some of our loans are at variable interest rates; 20