Annexure XIV Continuedâ¦ - Edelweiss

e) Enterprises over which key management personnel exercise significant influence (others): 

Annexure XIV Continued… 

Year ended 

31 March 2006 

Year ended 

31 March 2007 

Year ended 

31 March 2008 

Year ended 

31 March 2009 

Year ended 

31 March 2010 

For the period 1 

April 2010 

to 

31 December 

2010 

General 

Automobiles 

General 

General 

General Automobiles General Automobiles General Automobiles 

Automobiles Automobiles 

Indus 

Indus Automobiles Indus Automobiles Indus Automobiles 

Indus Automobiles Indus Automobiles 

Automobiles 

Indus Portfolio Private Indus Portfolio Private Indus Portfolio Indus Portfolio Indus Portfolio 

Indus Portfolio Private Limited 

Limited 

Limited 

Private Limited Private Limited Private Limited 

M.S. & Sons M.S. & Sons M.S. & Sons M.S. & Sons M.S. & Sons M.S. & Sons 

Parnami Habitat 

Parnami Habitat Developers Parnami Habitat 

Parnami Habitat Developers Limited 

Developers 

- - 

Limited 

Developers Limited 

Limited 

Pragati Vanijaya Limited Pragati Vanijaya Limited Pragati Vanijaya Limited 

Sainik Automobiles Sainik Automobiles Sainik Automobiles 

Sainik Mining & Allied Services 

Limited 

Sainik Mining & Allied 

Services Limited 

Sainik Mining & Allied 

Services Limited 

Pragati Vanijaya 

Limited 

Sainik 

Automobiles 

Sainik Mining & 

Allied Services 

Limited 


Limited 

Sainik 

Automobiles 



Limited 


Limited 

Sainik 

Automobiles 



Limited 

Sindhu Holdings Sindhu Holdings Sindhu Holdings 

Sindhu Holdings Ltd Sindhu Holdings Ltd Sindhu Holdings Limited 

Limited 

Limited 

Limited 

Sindhu Trade Links Sindhu Trade Sindhu Trade Sindhu Trade 

Sindhu Trade Links Limited 

Sindhu Trade Links Limited 

Limited 

Links Limited Links Limited Links Limited 

Cellcap Securities Limited Cellcap Securities Cellcap Securities Cellcap Securities Cellcap Securities 

- 

BVI 

Limited, BVI 

Limited, BVI Limited, BVI Limited, BVI 

V.V. Transport V.V. Transport V.V. Transport V.V. Transport V.V. Transport V.V. Transport 

- Sainik Transport Sainik Transport Sainik Transport Sainik Transport Sainik Transport 

Sarvesh Coal 

Sarvesh Coal Tech Private Sarvesh Coal Tech 

Sarvesh Coal Tech Sarvesh Coal Tech 

- 

Tech Private 

Limited 

Private Limited 

Private Limited Private Limited 

Limited 

Teletech Info Fin. Limited - - - - - 

Dev Suman Sindhu (HUF) 

Dev Suman Sindhu (HUF) 

Dev Suman Sindhu 

(HUF) 

- - - 

Mitter Sen Sindhu (HUF) Mitter Sen Sindhu (HUF) Mitter Sen Sindhu (HUF) - - - 

Satya Pal Sindhu(HUF) Satya Pal Sindhu(HUF) Satya Pal Sindhu(HUF) - - - 

Vir Sen Sindhu (HUF) Vir Sen Sindhu (HUF) Vir Sen Sindhu (HUF) - - - 

Vrit Pal Sindhu (HUF) Vrit Pal Sindhu (HUF) Vrit Pal Sindhu (HUF) - - - 

Bhandari Consultancy & Finance 

Limited 

Bhandari Consultancy & 

Finance Limited 

- - 

Bhandari 

Consultancy & 


Bhandari 

Consultancy & 


Hasdeo Coal Carriers Hasdeo Coal Carriers - - - - 

Garuda Imaging & Diagnostic (P) Ltd - - - - - 

Global Coal & Mining Private 

Limited 

- - - - - 

Sainik Fuel Station - - - - - 

Uttaranchal Finance Ltd - - - - - 

- 

Sainik Finance & Industries Sainik Finance & Sainik Finance & 

- 

- 

Limited 

Industries Limited Industries Limited 

F-110

Annexure XIV Continued… 

Year 

ended 

31 

March 

2006 

- 

Year ended 

31 March 2007 

Sindhu Realtors 


Year ended 

31 March 2008 

Sindhu Realtors 


- - - 

- - 

Indus Compuquest 


Year ended 

31 March 2009 

Sindhu Realtors Private Limited 

Hari Bhoomi Communications 


Indus Compuquest Private Limited 

- - - - 

- - - Mass Agencies Private Limited 

- - 

- - 

Maneesha Finlease 

Limited 

Sainik Cement Private 

Limited 

- - - - 

- - 

Spectrum Coal and 

Power Limited 

Year ended 

31 March 2010 

Sindhu Realtors Private 

Limited 

Hari Bhoomi 

Communications Private 

Limited 

Indus Compuquest Private 

Limited 

Mitter Sen Agrofarms Private 

Limited 

Mass Agencies Private 

Limited 

For the period 1 April 2010 

to 

31 December 2010 

Sindhu Realtors Private 

Limited 

Hari Bhoomi 

Communications Private 

Limited 

Indus Compuquest Private 

Limited 

Mitter Sen Agrofarms Private 

Limited 

Mass Agencies Private 

Limited 

Maneesha Finlease Limited Maneesha Finlease Limited Maneesha Finlease Limited 

Sainik Cement Private Limited - - 

Spectrum Coal and Power Limited 

(upto 29 March 2009) 

- - - - 

- - - - 

- - - - 


Limited 


Limited 

- - 

Spectrum Power Generation 

Limited 

Sarvesh Coal Mintech Private 

Limited 

Black Angel Security Services 


Spectrum Power Generation 

Limited 

Sarvesh Coal Mintech Private 

Limited 

- 

F-111

Annexure XIV continued... 

(Amount in Rupees Millions) 

Information on Related Party Disclosures as per Accounting Standard-18 on Related Party Disclosures is given below: 

B. Details of transactions/outstanding balances with related parties during the year ended 

For the year ended 31 March 2006 

Particulars Subsidiary KMP Relatives Others 

Transactions during the year 

Transportation & Loading Charges Paid - - - 705.20 

Advertisement & Publicity Paid - - - 0.09 

Benefication Charges Paid 6.46 - - - 

Benefication Receipts 104.34 - - - 

Rent Paid - 0.48 0.12 0.96 

Managerial remuneration paid - 43.37 - - 

Interest Income 40.12 - - 1.36 

Interest Paid - 0.33 0.37 5.76 

Purchase of Fixed Assets 66.48 - - 85.97 

Sale of Fixed Assets 4.00 - - 0.10 

Purchase of Store, Spares & Consumables - 0.29 74.32 

Share Purchase/Allotted 175.95 - - 2.00 

Investments/Share Application Money 334.47 2.00 - - 

Loan Taken - 3.06 17.45 212.02 

Repayment of Loan made - - - 214.00 

Loan Given 77.80 - - 64.40 

Current Account Transactions 12.02 - - - 

Repayment of Loan received 230.46 - - 64.68 

Outstanding balances as at year end 

Investments 152.74 - - 148.45 

Share Application Money Paid 273.60 - - - 

Sundry Debtors 27.57 - - - 

Sundry Creditors 10.78 0.23 - 50.58 

Loan Taken - 2.20 15.51 5.24 

Loan Given 71.78 - - 

F-112

Annexure XIV continued… 


Particulars Subsidiaries KMP Relatives Others 


Raw coal beneficiations and allied receipts 157.63 - - - 

Sale of coal 42.50 - - - 

Interest received 19.08 - - 23.02 

Purchases of coal 23.00 - - - 

Fixed assets purchased 101.78 - - 81.38 

Spare purchased - - - 4.64 

Transportation charges - - - 795.72 

Beneficiation charges 21.25 - - - 

Repair and maintenance- building - - - 0.02 


Rent - 0.48 0.12 0.94 

Interest-paid - 0.22 1.26 2.81 

Current account 773.46 - - 0.01 

Loan repaid - 1.72 8.18 55.81 

Share application money refund received 85.85 - - - 

Inter corporate deposit received - - - 52.32 

Inter corporate deposit paid 139.45 - - 320.60 

Inter corporate deposit received back 43.50 - - 296.60 

Share application money-paid 86.69 - 100.00 - 

Railway siding- work in progress - - - 43.32 

Pre operative expenses - - - 0.18 

Civil work-factory building - - - 3.94 

Capital work in progress - - - 1.57 

Shares purchased 34.43 - - 0.45 


Advance to creditors - - - 1.65 

Interest receivable 14.80 - - 4.08 

Investment 335.61 - - 0.45 

Inter corporate deposit paid 167.73 - - 24.00 

Loan received - 1.17 6.66 1.73 

Share application money- paid 91.47 - - 100.00 

Sundry creditors 5.76 - - 74.98 

Sundry debtors 56.93 - - - 

F-113


Particulars Subsidiaries KMP Relatives Others 


Raw coal beneficiations and allied receipts 157.59 - - - 

Sale of coal 58.34 - - 112.31 

Interest received 31.95 - - 0.09 

Purchases of coal 132.34 - - 26.21 

Fixed assets purchased 122.35 - - 2.22 

Spare purchased 10.62 - - 16.25 

Power and fuel 0.04 - - 7.34 

Transportation charges - - - 196.75 

Repair and maintenance-building - - - 26.94 

Repair and maintenance-plant and machinery - - - 0.62 

Repair and maintenance- others - - - 25.40 


Rent 0.13 6.86 0.12 2.99 

Rate, taxes and fees - - - 0.00 

Legal and professional fee - - - 0.30 

Communication expenses - - - 0.01 

Interest-paid - 0.05 0.27 1.00 

Current account 306.49 - - - 

Loan repaid - 1.37 6.46 1.73 

Share application money -received - 45.17 4.74 1.93 

Share application money refunded - 45.17 4.74 1.93 

Share application money paid received back 5.00 - - - 

Share warrants issued - - - 25.00 

Inter corporate deposit received - - - 16.50 

Inter corporate deposit paid 213.25 - - - 

Inter corporate deposit repaid - - - 16.50 

Inter corporate deposit received back 56.90 - - 24.00 

Vehicle payments on behalf - - - 172.45 

Reimbursement of expenses- received 10.46 - - - 

Share application money-paid 198.83 - - 128.06 

Pre operative expenses - - - 0.19 

Capital work in progress - - - 0.12 

Shares purchased(investment) - 61.23 3.80 29.55 

Reimbursement of expenses- paid 1.35 - - - 


Interest receivable 23.92 - - 3.14 

Investment 435.70 - - 0.45 

Inter corporate deposit paid 324.08 - - - 

Share application money- paid 285.30 - - 228.06 

Share warrants - - - 25.00 

Sundry creditors 15.64 - - 88.15 

Sundry debtors 41.56 - - 101.80 

Note:- The Rates, taxes & fees for the year ended 31st March 2008 for Rs. 1,500 is shown as "Nil" due to rounding off 


F-114



Particulars Subsidiaries KMP Relatives Others Investing party 


Raw coal beneficiations and allied receipts 144.55 - - - - 

Sale of coal 21.17 - - 64.14 - 

Interest received 56.66 - - - - 

Purchases of coal 13.23 - - 41.76 - 

Fixed assets purchased - 34.74 - 2.86 - 

Store, Spares & Fuel Purchased 69.68 - - 11.51 - 

Sale of spares 2.40 - - - - 

Equity shares issued (including share premium) - 69.47 10.84 505.14 532.36 

Transportation and loading charges - - - 114.50 - 

Beneficiation charges 22.67 - - - - 

Repair and maintenance–building - - - 0.54 - 

Repair and maintenance–plant and machinery - - - 0.54 - 

Repair and maintenance–others - - - 34.82 - 

Managerial remuneration paid - 130.86 - - - 

Rent - 5.93 0.12 6.50 - 

Rate, taxes and fees - - - 0.02 - 

Legal and professional fee - - - - - 

Communication expenses - - - 0.18 - 

Finance Cost 0.63 - - - - 

Loan repaid - - - - - 

Share application money received - 105.07 13.84 34.32 - 

Share application money received refunded - 35.60 3.00 29.79 - 

Share warrants issued - - - - - 

Inter corporate deposit taken - - - 118.50 - 

Inter corporate deposit given 383.65 - - - - 

Inter corporate deposit taken refunded - - - 18.50 - 

Inter corporate deposit given received back 276.25 - - - - 

Vehicle payments on behalf - - - 0.12 - 

Salaries Paid - - 2.85 - - 

Deductions and quality cut 29.44 - - - - 

Advertisement and publicity - - - 0.30 - 

Coal handling charges 1.54 - - - - 

Office maintenance expenses - - - 0.10 - 

Travelling and conveyance - - - 0.72 - 

Finance Cost 0.63 - - - - 

Share application money paid 1,033.91 - - - - 

Share application money paid received back 184.01 - - - - 

Capital work in progress - - - 0.64 - 

Shares purchased (Investment) 317.50 - - 707.54 534.10 


Interest receivable on inter corporate deposit given 43.22 - - - - 

Interest Payable 0.49 - - - - 

Investment 2,782.64 - - 0.45 - 


Inter corporate deposit taken 100.00 - - - - 

Share application money paid 817.69 - - 25.56 - 

Share warrants - - - 25.00 - 

Sundry creditors 8.04 - 1.83 39.01 - 

Sundry debtors 17.24 - - - - 

F-115





Raw coal beneficiations and allied receipts 13.64 - - - - 

Sale of coal 156.15 - - - - 


Purchases of coal - - - - - 

Fixed assets purchased 31.95 - - 17.48 - 



Sale of Fixed Assets 1.61 - - 1.80 - 

Equity shares issued (including share premium) - 1,467.49 40.77 260.79 - 

Transportation and loading charges 4.34 - - 66.01 - 


Repair and maintenance–building - - - - - 

Repair and maintenance–plant and machinery 0.00 - - 0.00 - 



Rent - 6.26 0.12 6.28 - 

Rate, taxes and fees - - - 0.02 - 

Legal and professional fee - - - - - 


Staff Welfare - - - 0.02 - 

Finance Cost - - - - - 

Loan repaid - - - - - 

Share application money received - 475.03 - - - 

Share application money received refunded - - - - - 

Share warrants issued - - - - - 

Inter corporate deposit taken 128.00 - - 290.50 - 


Inter corporate deposit taken refunded 228.00 - - 290.50 - 

Inter corporate deposit given received back 67.87 - - - - 

Vehicle payments on behalf - - - - - 


Deductions and quality cut - - - - - 


Coal handling charges - - - - - 

Security Expenses - - - 0.48 - 

Office maintenance expenses - - - 0.28 - 


Finance Cost 18.75 - - 6.80 - 

Social Welfare - - - 0.10 - 

Share application money paid 2,597.19 - - 300.00 - 

Share application money paid received back 1,084.50 - - - - 


Shares purchased (Investment) 562.65 967.46 40.77 586.35 - 

Outstanding balances as at year end - - - - - 

Interest receivable on inter corporate deposit given - - - - - 

Interest Payable - - - - - 

Investment - - - - - 


Inter corporate deposit taken - - - - - 

Share Purchased (Investments) 3,345.29 - - 1,595.20 - 


Share warrants - - - - - 

Sundry creditors 4.37 - 0.53 24.90 - 


Interest accrued and due receivable 60.31 - - - - 

Advance to Vendors 9.17 - - - - 

F-116


For the period 1 April 2010 to 31 December 2010 


Transactions during the period 

Sale of coal 126.79 - - - - 


Purchases of coal 0.76 - - - - 

Fixed assets purchased 79.40 - - 5.52 - 



Sale of Fixed Assets 1.09 - - - - 

Transportation and loading charges 2.95 - - 53.74 - 


Repair and maintenance–plant and machinery 0.79 - - 1.05 - 



Rent - 5.67 0.18 5.51 - 

Rate Taxes & Fee - - - 0.00 - 


Inter corporate deposit taken 207.50 - - 594.50 - 


Inter corporate deposit taken refunded 207.50 - - 594.50 - 

Inter corporate deposit given received back 1,411.69 - - - - 




Finance Cost 1.30 - - 19.86 - 

Social Welfare - - - 1.32 - 

Share application money paid 3,517.53 - - 300.00 - 

Share application money paid recd back 2,292.69 - - - - 

Sale of Investment 0.20 - - - - 


Shares purchased (Investment) 304.69 - - 300.00 - 

Outstanding balances as at period end 

Interest Payable - - - - - 


Inter corporate deposit taken - - - - - 

Share Purchased (Investments) 3,650.29 - - 750.42 - 


Sundry creditors 51.71 65.75 0.08 28.90 - 


Interest accrued and due receivable 3.11 - - - - 

Advance to vendors - - - 6.34 - 

F-117

Statement of segment reporting, as restated 

Annexure XV 

Segment revenue, results and capital employed 

Particulars 

For the year 

ended 

31 March 

2006 

For the year 

ended 

31 March 

2007 

For the year 

ended 

31 March 2008 

For the year 

ended 

31 March 2009 

For the year 

ended 

31 March 2010 

(Amount in Rupees millions) 

For the period 1 

April 2010 to 

31 December 2010 

Segment revenue 

External revenue: 

Coal operations 2,274.14 2,487.34 4,017.73 7,242.57 6,341.00 5,169.92 

Wind power 10.41 96.47 99.59 79.18 96.90 85.01 

Thermal power - 33.63 470.21 556.59 512.13 433.61 

2,284.55 2,617.44 4,587.53 7,878.34 6,950.03 5,688.54 

Internal revenue: 

Coal operations - 4.60 54.81 83.46 68.86 63.67 

Wind power - - - - - 

Thermal power - - 28.63 112.52 127.32 104.50 

- 4.60 83.44 195.98 196.18 168.17 

Total revenue 


Wind power 10.41 96.47 99.59 79.18 96.90 85.01 

Thermal power - 33.63 498.84 669.11 639.45 538.11 

2,284.55 2,622.04 4,670.97 8,074.32 7,146.21 5,856.72 

Eliminations 

Coal operations - 4.60 54.81 83.46 68.86 63.67 

Wind power - - - - - - 

Thermal power - - 28.63 112.52 127.32 104.50 

Eliminations - 4.60 83.44 195.98 196.18 168.17 

Net revenue 2,284.55 2,617.44 4,587.53 7,878.34 6,950.03 5,688.55 

Segment results 

Coal operations 833.12 689.39 1,125.77 3,033.52 2,172.61 1,470.49 

Wind power (7.60) 59.72 55.81 32.56 48.85 48.81 

Thermal power - 20.63 268.17 388.57 351.14 315.44 

Total 825.52 769.74 1,449.75 3,454.65 2,572.60 1,834.74 

Less: Unallocated corporate expenses 90.99 98.87 199.35 283.51 342.58 297.18 

Operating Profit 734.53 670.87 1,250.40 3,171.14 2,230.02 1,537.55 

Less: Finance cost (66.57) (115.61) (177.89) (230.10) (254.69) (304.04) 

Add: Interest and other income 55.30 174.86 195.50 445.06 238.79 148.27 

Net Profit Before Tax 723.26 730.12 1,268.01 3,386.10 2,214.12 1,381.78 

F-118

Annexure XV Continued… 

Other information 

Particulars 

As at 

31 March 

2006 

As at 

31 March 

2007 

As at 

31 March 

2008 

As at 

31 March 

2009 

(Amount in Rupees millions) 

As at 

As at 

31 March 31 December 

2010 

2010 

Segment assets 


Wind power 751.70 719.05 706.42 647.77 623.68 589.39 

Thermal power 696.53 1,228.31 1,373.28 8,274.60 9,974.67 12,017.12 

Total segment assets 4,147.33 4,137.05 5,099.29 12,365.62 14,258.74 17,125.28 

Add: Unallocated corporate assets 1,527.35 2,343.39 3,873.95 4,537.84 7,942.19 8,586.63 

Total assets 5,674.68 6,480.44 8,973.24 16,903.46 22,200.93 25,711.91 

Liabilities/ shareholders’ funds 

Coal operations 256.07 314.57 555.21 500.83 457.74 667.55 

Wind power 25.90 0.12 6.31 9.29 4.17 5.03 

Thermal power 241.70 79.71 28.11 3.81 596.37 922.93 

Total segment liabilities 523.67 394.40 589.63 513.93 1,058.28 1,595.51 

Unallocated corporate liabilities 165.70 230.17 285.24 343.13 341.53 227.70 

Share capital, share application money and share 

62.83 62.83 912.38 1,056.81 1,187.42 2,374.83 

warrants 

Reserves and surplus 3,489.56 4,001.42 5,447.90 8,627.56 11,665.18 11,507.13 

Secured and unsecured Loans 1,432.92 1,791.62 1,738.09 6,362.03 7,948.52 10,006.73 

Total liabilities/ shareholders’ funds 5,674.68 6,480.44 8,973.24 16,903.46 22,200.93 25,711.91 

Segment capital expenditure 

Coal operations 352.44 482.02 592.61 336.38 256.27 2,150.26 

Wind power 740.30 - - - - - 

Thermal power 685.83 497.55 126.52 1,002.33 3,007.15 3,109.18 

Total segment capital expenditure 1,778.57 979.57 719.13 1,338.71 3,263.42 5,259.44 

Unallocated capital expenditure 1.73 23.24 221.09 24.34 18.87 (0.96) 

Total capital expenditure 1,780.30 1,002.81 940.22 1,363.05 3,282.29 5,258.48 

Depreciation 

Coal operations 143.11 182.65 234.37 302.48 231.24 155.50 

Wind power 17.62 35.09 35.09 35.09 35.09 26.44 

Thermal power - 4.11 47.67 53.83 54.32 42.90 

Total depreciation 160.73 221.85 317.13 391.40 320.65 224.84 

F-119

FINANCIAL INDEBTEDNESS 

Set forth below is a brief summary of our Company’s secured borrowings (together with a brief description of 

certain terms of such financing arrangements) which comprise fund based limits aggregating to ` 10,718.76 

million and non-fund based limits aggregating to ` 1,714.03, as of March 31, 2011. As of March 31, 2011, our 

Company has not availed of any unsecured loans. 

Fund Based Limits 

Sr. 

No. 

Term Loans 

Name of Lender 

Facility 

(in million) 

Total amount 

outstanding 

(including 

accrued interest) 

as on March 31, 

2011 

(in million) 

Rate of Interest 

as on March 

31, 2011 

(per annum) 

1. Syndicate Bank ` 650.00 ` 251.11 Syndicate Bank 

PLR - 2.50% i.e. 

11.25% 

2. YES Bank Limited ` 600.00 ` 60.71 YES Bank 

Limited PLR – 

3.60% i.e. 

14.90% 

3. a) Axis Bank 

Limited; 

Repayment 

Schedule 

In 84 monthly 

instalments as per 

the sanction letter 

with effect from 

December 31, 

2006. 

In 12 equal 

quarterly 

instalments after 

six months 

moratorium with 

effect from March 

2009. 

` 810.00 ` 599.89 35 quarterly 

instalments to 

b) Bank of India; ` 750.00 ` 555.54 

each bank with 

effect from 

September 30, 

2011 in 

accordance with 

c) Central Bank of 

` 700.00 ` 519.24 

the common rupee 

India; 

loan agreement in 

relation to this 

facility. 

d) Corporation Bank; ` 750.00 ` 556.12 

Security Created 

1. Hypothecation by way of 

first charge on fixed assets 

of the 30 MW Thermal 

Power Project at 

Chakabura, Chhattisgarh; 

2. Further, secured by way of 

personal guarantees of our 

Directors namely Mr. 

Rudra Sen Sindhu, Mr. 

Ganesh Chandra Mrig, Mr. 

Kuldeep Singh Solanki, Mr. 

Vir Sen Sindhu and Mr. 

Vrit Pal Sindhu, and certain 

relatives of our Directors, 

namely, Mr. Ajay Mrig and 

Mr. Satya Pal Sindhu. 

1. Exclusive charge on land, 

building, and plant & 

machinery of our 

Subsidiary, Aryan Clean 

Coal Technologies Private 

Limited; and 

2. Personal guarantees of our 

Directors, Mr. Rudra Sen 

Sindhu and Mr. Kuldeep 

Singh Solanki. 

1. All the plant and machinery 

in relation to the 270 MW 

thermal power project at 

Village Kasaipali, both 

tangible and intangible, 

including its rights, title, 

interest and benefit in all 

tangible and intangible 

assets (both present and 

future); 

2. Equitable mortgage on 

immoveable property of 

our Company situated at 

Village Jawali (17.08 

270

Sr. 

No. 


e) Indian Overseas 

Bank; 

f) Punjab & Sind 

Bank; and 

g) Punjab National 

Bank 

Facility 

(in million) 

Total amount 

outstanding 

(including 



2011 

(in million) 


as on March 

31, 2011 

(per annum) 

Repayment 

Schedule 


` 800.00 ` 591.05 acres), Kasaipali (39.18 

acres), and leasehold land 

at village Kasaipali (192.86 

acres) in District- Korba; 

` 300.00 ` 221.11 

` 750.00 ` 555.44 

Total : ` 4,860.00 Total: ` 3,598.39 Applicable 

interest rate: 

14% 


Directors, Mr. Ganesh 

Chandra Mrig, Mr. Rudra 

Sen Sindhu, Mr. Kuldeep 

Singh Solanki, Mr. Vir Sen 

Sindhu, and Mr. Vrit Pal 

Sindhu, as well as Ms. 

Sushil Mrig, valid for a 

period of 180 days from the 

commercial operation date; 

4. First charge on all of the 

project assets (including 

bank accounts and 

receivables); and 

5. First charge on all interests, 

rights, title of the Company 

in the project documents, 

regulatory clearances, 

performance guarantees or 

liquidated damages in 

relation to the project, the 

operating cash flows of the 

Company, bank accounts of 

the Company. 

4. a) Wachovia Bank, 

National 

Association; 

b) Indian Overseas 

Bank; 

US$ 25.00 equivalent 

to ` 1,251.63 

US$ 25.00 equivalent 

to ` 1,251.62 

c) Syndicate Bank; US$ 30.00 equivalent 

to ` 1,501.95 

Total: $80.00 

equivalent to 

` 4,005.20 

` 1,032.53 One month’s Repayment in 24 

LIBOR + 2.40% quarterly 

i.e. 9.40% p.a. instalments with 

after hedging effect from 

` 1,032.53 

December 31, 

2010 

` 1,239.04 

Total: ` 3,304.10 

(Restated as per 

the prevalent US$ 

rate) 

1. All the plant and 

machinery in relation to 

the 270 MW thermal power 

project at Village 

Kasaipali, both tangible 

and intangible, including 

its rights, title, interest and 

benefit in all tangible and 

intangible assets (both 

present and future); 

2. Equitable mortgage on 

immoveable property of 


Village Jawali (17.08 

acres), Kasaipali (39.18 

acres), and leasehold land 

at village Kasaipalli 

(192.86 acres) in District- 

Korba; 


Directors, Mr. Ganesh 

Chandra Mrig, Mr. Rudra 

Sen Sindhu, Mr. Kuldeep 

Singh Solanki, Mr. Vir 

Sen Sindhu, Mr. Vrit Pal 

271

Sr. 

No. 


Facility 

(in million) 

Total amount 

outstanding 

(including 



2011 

(in million) 


as on March 

31, 2011 

(per annum) 

Repayment 

Schedule 


Sindhu, and Ms. Sushil 

Mrig, valid for a period of 

180 days from the 

commercial operation 

date; 

4. First charge on all of the 

project assets (including 

bank accounts and 

receivables); and 

5. First charge on all 

interests, rights, title of the 

Company in the project 

documents, regulatory 

clearances, performance 

guarantees or liquidated 

damages in relation to the 

project, the operating cash 

flows of the Company, 

bank accounts of the 

Company. 

5. YES Bank Limited ` 500.00 ` 505.44 YES Bank 

Limited PLR – 

5.70% i.e. 

12.80% 

In 16 equal 

quarterly 


one year 


effect from two 

months from the 

date of first 

drawdown. 

1. Exclusive charge on all 

movable and immovable 

fixed assets of our coal 

washery at Himgir (both 

present and future); 

2. First charge over cash 

flows of the project being 

routed through the current 

account maintained with 

YES Bank Limited; and 



Sindhu, Mr. Ganesh 

Chandra Mrig and Mr. 

Kuldeep Singh Solanki. 

6. ICICI Bank Limited ` 1,750.00 ` 1,750.00 Base rate + 

3.40% (i.e. 

12.15% as on 

March 31, 2011) 

In 20 equal 

quarterly 


two year 


effect from 

February, 2013. 

1. Exclusive charge by way 

of equitable mortgage over 

the land of (i) the 15 MW 

windmill power plant 

located at Sangli, 

Maharashtra; and (ii) coal 

washery plants located at 

Binjhri, Chakabura and 

Gevra; 

2. Pari passu charge by way 

of equitable mortgage over 

the land of 30 MW thermal 

power plant located at 

Chakabura; and 

3. Pari passu charge by way 

272

Sr. 

No. 


Facility 

(in million) 

Total amount 

outstanding 

(including 



2011 

(in million) 


as on March 

31, 2011 

(per annum) 

Repayment 

Schedule 


of hypothecation charge on 

plant & machinery and 

other movable fixed assets 

both present & future of (i) 

30 MW thermal power 

plant located at 

Chakabura; (ii) 15 MW 

windmill power plant 

located at Sangli, 

Maharashtra; and (iii) - 

coal washery plants 

located at Binjhri, 

Chakabura and Gevra. 

7. a) YES Bank 

Limited 

b) Punjab & Sind 

Bank 

c) State Bank of 

Hyderabad 

` 420.00 Yet to be 

disbursed 

` 400.00 

` 250.00 

Applicable In 26 equal 

interest rate quarterly 

PLR - 5.00% i.e. instalments after 

13.50% moratorium of 30 

months. 

1. First pari passu charge on 

land measuring 

approximately 45.67 acres 

(out of which 

approximately 22 acres is 

currently mortgaged with 

Syndicate Bank) 

pertaining to the thermal 

power plant at Chakabura, 

Chhattisgarh; 

2. First charge through 

hypothecation over all 

present and future assets, 

all present assets 

pertaining to the project,; 

3. Exclusive charge over all 

present and future current 

assets of the thermal 


Chhattisgarh; 

4. Charge over all material 

project contracts (value 

above ` 250 million) 

relating to the thermal 


Chhattisgarh 

5. One quarter of the 

principal and interest 

maintained in a debt 

services recovery account; 

and 




Chandra Mrig and Mr. 

Kuldeep Singh Solanki to 

remain valid till six 

months 

after 

implementation of the 

thermal power plant at 

273

Sr. 

No. 


Facility 

(in million) 

Total amount 

outstanding 

(including 



2011 

(in million) 


as on March 

31, 2011 

(per annum) 

Repayment 

Schedule 


Chakabura, Chhattisgarh. 

Cash Credit Limits 

8. Indian Overseas Bank ` 300.00 ` 309.43 Base rate+ 

3.00% i.e. 

12.50% 

Repayable on 

demand (yearly 

renewable) 


current assets of our 

Company along with other 

working capital lenders. 

Collateral: 

2. House property situated at 

1509 DLF Phase III, 

Gurgaon; 

3. Equitable mortgage of 

residential land property at 

Plot No.953, Sector 31- 

32A, Gurgaon; 

4. Land & building, plant and 

machinery owned by our 

Company situated at 

Village Panderpauni Tehsil 

Rajpura, District 

Chanderpur, Maharashtra; 


property situated at Flat 

No. 18, I & II Floor, and 

Flat no. 3, Ground Floor 

Basant Enclave, N. Delhi; 

and 




Chandra Mrig, Mr. 

Kuldeep Singh Solanki and 

Mr. Vir Sen Sindhu. 

9. Standard Chartered 

Bank 

` 170.00 ` 45.74 Base rate + 

4.75% i.e. 

13.25% 

Repayable 

demand 

renewable 

annually. 

on 

and 




working capital lenders; 

2. Collateral - Pari passu 

charge on security offered 

to other working capital 

274

Sr. 

No. 


Facility 

(in million) 

Total amount 

outstanding 

(including 



2011 

(in million) 


as on March 

31, 2011 

(per annum) 

Repayment 

Schedule 


lenders under Multiple 

Banking arrangement; and 







10. IndusInd Bank 

Limited 

` 250.00 

(also includes bank 

guarantee limits of ` 

250.00 as a sub limit 

within the fund based 

working capital) 

` 11.13 Base Rate + 

4.50% i.e. 

13.25% 

For bank 

guarantee 

charges: 

Performance – 

0.125% per 

quarter or part 

thereof. 

Financial- 

0.1875% per 

quarter or part 

thereof. 

Repayment on 

demand and 

renewable yearly) 




working capital lenders; 

2. Collateral - Pari passu 



lenders under multiple 

banking arrangement; and 







Bill discounting 


Bank 

` 150.00 NIL Varies from 

10% - 12.50% 

based upon the 

date of invoice 

Repayable on 

demand and 

renewable yearly. 




working capital lenders. 

2. Collateral – Pari passu 



lenders under multiple 

banking arrangement; and 

Equipment finance 


Bank 

` 85.00 ` 0.47 10.50% Repayment by 

way of 35 equated 

monthly 

instalments. 







1. First and exclusive charge 

on assets financed by 

Standard Chartered Bank; 

and 

2. Post dated cheques for 

repayment of interest and 

principal. 

Non-Fund Based Limits 

275

Sr. 

No. 

Bank Guarantees 


Facility 

(in million) 

Total amount 

outstanding 

(including 



2011 

(in million) 


as on March 

31, 2011 

(per annum) 

1. Indian Overseas Bank ` 200.00 ` 176.65 25% of 

applicable 

commission 

(Applicable 

commission is 

for financial 

guarantee – 

0.75% per 

quarter and for 

performance 

guarantee – 

0.5% per 

quarter) 

Repayment 

Schedule 

Repayable on 

demand and 



1. 10% cash margin; and 




Working Capital Lenders. 

Collateral: 



Gurgaon; 




32A, Gurgaon; 

5. Land and building, plant 

and machinery owned by 















Mr. Vir Sen Sindhu; and 

8. Counter guarantee of our 

Company. 


Bank 

` 580.00 

` 284.06 Commission- 

0.75% per 

annum (plus 

applicable 

Service Tax 

payable 

monthly 

(both 

performance 

and financial) 

Repayable on 

demand and 







Collateral: 



Gurgaon; 



276

Sr. 

No. 


Facility 

(in million) 

Total amount 

outstanding 

(including 



2011 

(in million) 


as on March 

31, 2011 

(per annum) 

Repayment 

Schedule 



32A, Gurgaon; 

















Mr. Vir Sen Sindhu; and 

3. YES Bank Limited ` 1,000.00 

(Includes working 

capital loan of ` 

200.00 within the 

bank guarantee 

limits) 

Bank guarantee: ` 

428.13 

Working capital 

loan: ` 201.88 

Bank guarantee 

– commission - 

0.75% p.a. (plus 

applicable 

Service Tax 

payable 

quarterly (both 

performance 


Working capital 

loan-11% 

Repayable on 

demand and 



Company. 






Collateral: 



Gurgaon; 




32A, Gurgaon; 















277

Sr. 

No. 


Facility 

(in million) 

Total amount 

outstanding 

(including 



2011 

(in million) 


as on March 

31, 2011 

(per annum) 

Repayment 

Schedule 



Kuldeep Singh Solanki 

and Mr. Vir Sen Sindhu; 

and 


Company. 

4. Axis Bank Limited ` 1,500.00 

(includes short term 

loan of ` 750.00 

within the bank 

guarantee limits) 

Bank guarantee: ` 

825.91 

Short term loan: ` 

680.36 

Bank guarantee: 

Commission - 

0.75% p.a. 

payable 

yearly 

(both 

performance 


Short term loan 

- base rate + 

2.25% i.e. 

9.00% 

Repayable on 

demand and 


half 






Collateral: 



Gurgaon; 




32A, Gurgaon; 
















Kuldeep Singh Solanki 

and Mr. Vir Sen Sindhu; 

and 


Company. 

For details, please see “Financial Statements - Related Party Transactions” on page F-50 of this Draft Red 

Herring Prospectus. 

Some of the corporate actions for which we require the prior written consent of our lenders include the 

following: 

1. to change the capital structure of our Company; 

278

2. to amend our Memorandum and Articles of Association; 

3. to convert from a private limited company to a public limited company; 

4. to mortgage, sell, lease, exchange or create any charge, lien or encumbrance of any kind on specified 

undertakings, assets, security secured with the lender and change use of the assets; 

5. to implement any scheme of expansion/modernization/diversification/renovation or to acquire any fixed 

assets during any accounting year, except under a scheme approved by the lender/when in ordinary course 

of business; 

6. to affect any change in general nature of business/ shareholding/ownership/management of our Company; 

7. to declare or pay dividends when any amount due to the lenders is still outstanding; 

8. to undertake or permit any merger, de-merger, consolidation, re-organization, dissolution, scheme or 

arrangement or compromise with our creditors or shareholders or effect any scheme of amalgamation or 

reconstruction; 

9. to make any investments above certain agreed monetary thresholds either by way of deposits, loans or 

investments in share capital or otherwise in any concern or provide any credit or give any guarantee, 

indemnity or similar assurance; 

10. to utilize the loans for purposes other than provided for; 

11. to change its Promoters, or reduce the shareholding of its Promoters to less that 51% of the paid-up Equity 

Share capital; 

12. to take up an allied line of business or manufacture or acquire property or assets; 

13. to enter into any further indebtedness, including fresh borrowings or through the issuance of debt 

instruments; 

14. to create any additional securities over the assets over which security interests are to be created; 

15. to change its accounting policies or reporting practices, except as may be required under applicable laws 

and Indian GAAP; 

16. to make any acquisitions and investments; 

17. to trade or deal with an affiliate or related party; and 

18. to revalue its assets. 

Except for the consents from State Bank of Hyderabad, Punjab & Sind Bank and Wachovia Bank National 

Association, our Company has obtained the requisite consents for the Issue from its lenders. For further details 

please see “Risk Factors - We are subject to restrictive covenants under our financing arrangements that 

could limit our flexibility in managing our business or to use cash or other assets” on page 29. 

279

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 

OF OPERATIONS 

You should read the following discussion of our financial condition and results of operations together with our 

restated consolidated financial information for the nine months ended December 31, 2010 and each of Fiscal 

2006, 2007, 2008, 2009 and 2010, including the notes thereto and the report thereon, which appear elsewhere 

in this Draft Red Herring Prospectus. These financial statements have been prepared in accordance with 

Indian GAAP and the Companies Act and restated in accordance with the ICDR Regulations and as described 

in the report of our auditors dated May 26, 2011, which is included in this Draft Red Herring Prospectus 

under "Financial Statements". The restated consolidated financial information has been prepared on a basis 

that differs in certain material respects from generally accepted accounting principles in other jurisdictions, 

including US GAAP and IFRS. Accordingly, 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 GAAP, the Companies Act and the ICDR Regulations. 

Our fiscal year ends on March 31 of each year; all references to a particular fiscal year are to the twelvemonth 

period ended March 31 of that year. 

This discussion contains forward-looking statements and reflects our current views with respect to future 

events and financial performance. Actual results may differ materially from those anticipated in these forwardlooking 

statements as a result of certain factors such as those set forth in the sections "Risk Factors" and 

"Presentation of Financial, Industry and Market Data" beginning on page 18 and page 13, respectively, of this 

Draft Red Herring Prospectus, respectively. 

In this section, a reference to the "Company" means ACB (India) Limited. Unless the context otherwise 

requires, references to "we," "us," "our" or "ACBL" refers to ACB (India) Limited, its Subsidiaries, Associate 

and Joint Venture. 

Overview 

As of April 2011, we are the largest coal beneficiation company in India, with an aggregate designed 

beneficiation capacity, on a proportional basis, of 57.86 million tons per annum (Source: CRISIL Research 

Review and Outlook on Power and Coal, April 2011). Our beneficiation operations are spread over 15 

locations in India in the major coal bearing states of Chhattisgarh, Orissa, Maharashtra and Andhra Pradesh 

(Source: CRISIL Research Review and Outlook on Power and Coal, April 2011), and include the largest coal 

beneficiation plant in India in Dipka, Chhattisgarh, with a designed capacity of 12.00 million tons per annum 

(Source: CRISIL Research Review and Outlook on Power and Coal, April 2011). In connection with our coal 

beneficiation operations, we also offer logistics services to our customers to manage their supply chain and 

delivery of raw coal from the mines to our beneficiation plants and from our plants to their sites. Our 

beneficiation plants generate coal rejects as a by-product that we began converting into electrical power in 

February 2007 with the construction and commissioning of a 30 MW thermal power plant in Chhattisgarh 

fueled by reprocessed coal rejects. We also have a wind power facility with a designed capacity of 15 MW in 

Maharashtra. We source all the coal rejects we need for our existing power plant from our own coal 

beneficiation business. We also sell coal rejects, reprocessed coal rejects, coal rejects blended with raw coal 

and sales of coal (both processed and unprocessed) purchased through the e-auction scheme conducted by Coal 

India Limited and its subsidiaries. We consider our coal beneficiation operations, power generation operations 

and sale of coal to be an integrated business. 

Our plan is to increase our aggregate designed beneficiation capacity, on a proportional basis, to 82.40 million 

tons per annum by the end of Fiscal 2015. Our strategy going forward is also to increase the percentage of our 

total income that will be generated from our thermal power operations. In furtherance of this, we have two 

power projects with an aggregate designed capacity of 320 MW in the construction phase which we expect to 

commission in Fiscal 2012. Both will be fueled with a blend of coal rejects from our beneficiation operations 

and raw coal. We also have four projects under implementation with an aggregate designed capacity of 1,880 

MW (one of the plants in the implementation phase is owned in part by third parties; consequently, our 

proportional capacity is expected to be 1,586 MW) which we expect to commission at various points before 

the end of Fiscal 2015 as well as one project under development with an aggregate designed capacity of 1,200 

MW which we expect to commission by March 2016. Two of these five projects, with an expected aggregate 

designed capacity of 80 MW, will also be fueled with a blend of coal rejects from our beneficiation operations 

and raw coal and the other three, with an expected aggregate designed capacity, on a proportional basis, of 

2,706 MW, will be fueled with raw coal. Our power projects are strategically located in areas that we believe 

280

have the fuel resources required to operate such facilities and that have the infrastructure to transmit power to 

deficit regions in India. For further details, please see the section titled "Our Business – Power Generation 

Business – Power Projects under Construction, Implementation and Development" on page 157 of this Draft 

Red Herring Prospectus. 

Significant Factors Affecting our Results of Operations 

Our financial condition and results of operations are affected by numerous factors, the following of which are 

of particular importance: 

Increased coal production and demand for beneficiated coal 

Our coal beneficiation business has benefited from a period of sustained economic growth and an increase in 

the production of coal in India. According to the Ministry of Coal, coal production in India grew at a CAGR of 

6.80% from 2004-05 to 2009-10 (Source: CRISIL Research Review and Outlook on Power and Coal, April 

2011). Moreover, Coal India Limited and its subsidiaries, which produce most of the coal in India and from 

whom our customers purchase most of their coal, increased its production of Grade "F" coal from 153.01 

million tons in Fiscal 2007 to 191.89 million tons in Fiscal 2010. Raw coal in India is generally "F" grade, 

which has an ash content of approximately between 36% and 45%. Demand for beneficiated coal has increased 

because power plants located more than 1,000 kilometres from the coal mine that supplies them are legally 

required to use coal with an ash content of not more than 34% as their fuel. Power plants located in critically 

polluted areas, urban areas and ecologically sensitive areas are also restricted in the same manner. For further 

details, please see the section titled "Regulations and Policies in India" on page 178 of this Draft Red Herring 

Prospectus. The only way to decrease the ash content of raw coal is to beneficiate it or blend it with coal of a 

sufficiently low ash content. The sustained economic growth in India has also increased demand from our 

customers, most of whom are public sector thermal generation companies and utilities, for beneficiated coal. 

Demand can also be impacted by the location, availability, quality and price of alternative energy sources for 

power generation, such as natural gas, fuel oil, nuclear, hydroelectric, wind and solar power. 

The increased production of coal requiring, in certain circumstances, beneficiation, combined with the 

increased demand for coal in India as a result of economic growth, has impacted the growth in our coal 

beneficiation revenue. In Fiscal 2006 our coal beneficiation revenue was ` 2,308.74 million compared to ` 

3,508.04 million in Fiscal 2010, reflecting a CAGR of 11.03% over the period. 

Increases in our coal beneficiation capacity 

We have been able to benefit from the increase in the supply of coal and demand for beneficiated coal in part 

by expanding our coal beneficiation capacity, particularly in areas that are characterized by having both 

significant supplies of coal and demand for energy. For example, two of Coal India Limited's principal 

subsidiaries, South Eastern Coal and Mahanadi Coalfields Limited, have substantial mining operations in 

Chhattisgarh and Orissa, respectively, where we have increased our aggregate proportional beneficiation 

capacity from 2.5 million tons per annum as of March 31, 2002 to 53.46 million tons per annum as of 

December 31, 2010. Transporting raw coal from the mine to our coal beneficiation plants and from the plants 

to our customers is expensive and requires adequate infrastructure, some of which we must develop ourselves 

or negotiate with local governments to have developed. Consequently, the availability of land close to mines 

and rail and road infrastructure, and developing coal beneficiation plants near mines and infrastructure, are two 

of the most significant factors affecting our results of operations. 

The table below sets forth for the periods indicated our number of coal beneficiation plants, our effective 

economic interest in the capacity and the amount of coal beneficiated. 

Particulars Fiscal 2002 Fiscal 2005 Fiscal 2007 

Nine months 

ended December 

31, 2010 

Number of plants (1) .................... 1 3 7 (3) 15 (4) 

Effective Economic Interest in the 

Capacity (1)(2) 2.5 12.62 21.32 53.46 

Coal beneficiated ...................... 2.29 10.53 13.78 19.84 

__________ 

(1) At period end. 

281

(2) Capacity refers to the normative production capacity of our beneficiation plants in terms of the amount of 

raw coal that each plant can beneficiate in a year. The basis of our normative production capacity 

calculation for each plant is the production capacity as approved by the relevant pollution control board as 

of March 31, 2011. The capacities have been extrapolated and expressed in raw coal terms in cases in 

which the pollution control board has approved the same in terms of beneficiated coal and other end 

products. Further, the ratio of extrapolation is based on the beneficiation characteristics of raw coal in the 

respective regions. In certain instances where approvals from the relevant pollution control board are on a 

daily or monthly basis, the capacities have been extrapolated using 330 as the number of working days 

and 12 as the number of months, as the case may be. In cases in which the capacity of a particular plant 

has been assessed by a government agency, such assessed capacity has been used. 

The actual amount of raw coal processed at our beneficiation plants in any particular period will differ, 

potentially significantly, from the normative production capacity due to, among other things, scheduled 

and unscheduled downtime at our beneficiation plants, material available and customer demand. 

Effective Economic Interest in the Capacity refers to our effective ownership of the capacity based on its 

equity ownership in the relevant entity as of December 31, 2010. 

(3) In Fiscal 2007, one beneficiation plant was not operational, namely, Gauri. 

(4) In the nine months ended December 31, 2010, two beneficiation plants were not operational, namely, 

Gauri and Kalinga. 

Ability to win new contracts and renew existing coal beneficiation contracts through tendering process 

We derive most of our coal beneficiation revenue from contracts with public sector thermal power generation 

companies and utilities, who are legally required to award contracts through a public tendering process whose 

terms and conditions are generally not subject to negotiation. Generally, our contracts are for terms of 

approximately one to two years and provide little or no opportunity to adjust the price at which we provide our 

beneficiation services in the event of increases in our costs. Our customers are also often reluctant to accept an 

increase in price in the event that a change in law results in increased costs to us, for example, due to the 

imposition of a new tax or fee. Consequently, we must estimate and consider the likely increases in our costs, 

particularly with respect to fuel and transportation costs, over which we have little control, when determining 

the price at which to offer our services in the tendering process. For a discussion of the risks associated with 

the contract tendering process, please see the section titled "Risk Factors – We may not be selected for the 

projects for which we have submitted a bid or bids, or those projects that we will bid upon in the future" on 

page 38. 

Increase in availability of coal rejects for resale 

Our income from the sale of coal, which consists primarily of coal rejects we have reprocessed or blended with 

raw coal, depends on the price at which raw coal is sold as well as on the demand for beneficiated coal. If the 

demand for beneficiated coal increases, the availability of coal rejects for disposal also increases and so does 

our income from sale of coal. The price at which we can sell reprocessed and blended coal rejects relates 

primarily to the price of raw coal, the cost of logistics, the demand and supply of coal, the distance between 

our coal beneficiation plant and the end user and the quality of the coal. In the periods under review, we 

increased our income from the sale of coal primarily because our increased beneficiation activity provided an 

increased amount of coal rejects which sold, either on an "as is" basis, or after adding value by reprocessing it 

or blending it with raw coal, which we generally purchase through the e-auction scheme conducted by Coal 

India Limited and its subsidiaries. Our ability to obtain coal in e-auction has decreased as competition has 

increased. 

We expect that our income from the sale of coal will either grow at a slower rate or decline in future periods, 

as our coal rejects based power plant business expands from its current aggregate generating capacity of 30 

MW to 350 MW in Fiscal 2012 and to 430 MW by December 2013, and as we increasingly use our coal rejects 

as fuel in our power plants instead of selling it. 

Transportation capacities and coal handling and loading infrastructure 

Our sales depend on the availability of adequate coal transportation capacities and the efficiency of coal 

handling and loading infrastructure at mines and our facilities. 

282

Most of the coal we beneficiate is transported by road from the mine to our facilities and by rail from our 

facilities to our customers. Our sales volumes have historically been constrained by inadequate transportation 

capacities, including the non-availability of adequate rail infrastructure. The transportation of coal we have 

beneficiated from our facilities to our customers has also been constrained by inadequate coal handling and 

loading infrastructure at some of our facilities and by the fact that none of our facilities has rapid loading 

systems. Constraints on our ability to transport coal resulting from inadequate coal handling and loading 

infrastructure and coal transportation capacities are generally exacerbated during the third and fourth quarters 

of our fiscal year. For further details, please see the section titled "Risk Factors – Our operations are sensitive 

to seasonal changes" on page 36 of this Draft Red Herring Prospectus. 

Customer profile and interest in beneficiated coal 

Most of our customers are public sector power companies whose willingness to adopt new technology or 

products, such as beneficiated coal, can require significant time and investment. Although regulations 

requiring power companies to use coal with an ash content of less than 34% if they are located more than 

1,000 kilometres from the mine from which they acquired the coal have increased demand for beneficiated 

coal, our ongoing attempts to educate power companies as to the advantages of using beneficiated coal as 

opposed to raw coal have met with limited success. 

Development status of our power projects and anticipated capital expenditures 

We currently have one operational thermal power plant in Chhattisgarh with a designed capacity of 30 MW 

and a wind power facility with a designed capacity of 15 MW in Maharashtra. Further, we have two power 

projects with an aggregate designed capacity of 320 MW in the construction phase which we expect to 

commission in Fiscal 2012. We also have four projects under implementation with an aggregate designed 

capacity of 1,880 MW (one of the plants in the implementation phase is owned in part by third parties; 

consequently, our proportional capacity is expected to be 1,586 MW) which we expect to commission at 

various points before the end of Fiscal 2015 as well as one project under development with an aggregate 

designed capacity of 1,200 MW which we expect to commission by March 2016. For further details of our 

projects under construction, implementation and development, please see the section titled "Our Business − 

Power Generation Business − Power Projects under Construction, Implementation and Development" on page 

157 of this Draft Red Herring Prospectus. As a consequence, we expect that an increasing percentage of our 

revenue will be from our power projects beginning in Fiscal 2012. Our plans to expand our power plant 

capacity will have a significant impact on our expected capital expenditures in the near to medium term. Our 

budgeted capital expenditures for Fiscal 2012 are ` 25,551.54 million, and we anticipate capital expenditures 

of ` 43,048.90 million in Fiscal 2013, primarily for the expansion of our power generation capacities, as well 

as for upgrading and expanding our coal beneficiation and transportation capacities. The costs associated with 

these expansion plans and the revenue we expect to derive from them could have a significant impact on our 

future financial condition and results of operations. For further details of our capital expenditure plans and 

expansion projects, please see the section titled "- Capital Expenditure" on page 302 of this Draft Red Herring 

Prospectus. 

Availability of cost effective funding 

We have relied on cash from our operations, capital contributions from our shareholders and debt to fund the 

expansion of our business. As of March 31, 2011, we have total fund-based indebtedness of ` 16,538.44 

million. For further details, please see the sections titled "Business – Power Generation Business – Power 

Projects under Construction, Implementation and Development" and "Financial Indebtedness" on pages 157 

and 270 of this Draft Red Herring Prospectus, respectively. Our plans for the development, implementation 

and construction of our power projects will require substantial capital expenditures, which we expect to fund in 

part through the Net Proceeds of the Issue (in the cases of Phase II of the Chakabura Power Plant and Unit 1 of 

the Sidhi Power Project), operating cash flows and additional equity financing and debt. In the event that we 

obtain equity financing for any of our proposed projects, our economic interest in such project would be 

proportionally reduced. We currently estimate that in order to complete our seven proposed power projects, we 

will be required to incur total capital expenditures of approximately ` 166,655.60 million, of which we have 

obtained sanctions for ` 72,075.91 million. We have deployed ` 12,574.40 million towards these capital 

expenditures as of March 31, 2011. Our debt service costs as well as our overall cost of funding depend on 

many external factors, including developments in the regional credit markets and, in particular, interest rate 

movements and the existence of adequate liquidity in the debt markets. We believe that going forward the 

availability of cost effective funding will be crucial and the non-availability of such funding at favorable terms 

could affect our business, financial condition and results of operations. 

283

Availability and price of raw coal 

Under the Colliery Control Order of 1945 and the Essential Commodities Act, 1955, as amended, the price of 

raw coal in India was regulated by the Government of India. Beginning in March 1996, the Government of 

India gradually deregulated, in phases, the price of various types and grades of raw coal. The pricing of raw 

coal in India was completely deregulated pursuant to the Colliery Control Order, 2000, with effect from 

January 1, 2000, subsequent to which vendors, including Coal India, were entitled to determine the price of 

their raw coal. Our revenues depend on our ability to obtain raw coal, the price at which we acquire it and the 

price at which we are able to sell it. The price of raw coal in India has increased in recent years, but the price at 

which we acquire raw coal has increased at a faster rate than the price at which we are able to sell it, for 

various reasons. Any further increase in this differential due to, among other reasons, the supply of domestic 

and foreign raw coal, the demand for electricity and the price and availability of alternative fuels for electricity 

generation could adversely affect our revenues and our ability to generate cash flows. 

Availability, quality and price of fuel supply 

The ability to source quality fuel at desirable prices, in light of electricity tariffs, is one of the key components 

in the success of our power generation business. Our operational power project is fuelled by reprocessed coal 

rejects generated by our coal beneficiation facility located in Chakabura, and we expect that our projects under 

construction, implementation and development will use blended coal and raw coal. We have received domestic 

coal linkage for our Raigarh Power Project and have submitted applications in respect of our other six thermal 

power projects under construction, implementation or development. We also submitted an application for coal 

linkage, which has not yet been allocated, for our existing operational power plant at Chakabura. The approval 

and receipt of such linkages is subject to numerous regulations. We may also be unable to obtain adequate coal 

linkages to meet our fuel requirements or may not receive the amount of coal to which we are entitled under 

our coal linkages. If we are unable to obtain sufficient fuel through our coal beneficiation operations or coal 

linkages, we would be required to meet any deficits with coal rejects and/or coal purchased in the open market, 

which may cost more. The cost of coal rejects and coal that we source may also be affected by increased 

shipping costs and may adversely affect our business and results of operations. For further details of our fuel 

supply arrangements, please see the section titled "Our Business" on page 136 of this Draft Red Herring 

Prospectus. 

Acquisitions of Spectrum Coal and Global Coal 

In addition to organic expansion, we have grown by acquiring companies in our industry. In July and 

November 2008, we acquired a total of 27.00% of the outstanding shares of Spectrum Coal, which was 

majority-owned at the time by investment companies of our Promoters. On March 30, 2009, we acquired the 

remaining outstanding shares of Spectrum Coal, except for a de minimis number which were held by six 

shareholders of our Company in their personal capacities and which we acquired in June 2010. The 

consideration for the acquisitions in 2008 was ` 725.59 million, which we financed with our cash flows, and 

for the acquisition in March 2009 was ` 1,241.75 million, which we financed with an issuance of share capital 

of our Company. Spectrum Coal has two coal beneficiation plants, one in Orissa, and one in Chhattisgarh. 

Also, on September 4, 2009, we acquired a 35.61% equity interest in Global Coal. Global Coal has two coal 

beneficiation plants in Orissa and two in Andhra Pradesh. 

Investments in Spectrum Power and Maruti Clean Coal and Power Limited 

We acquired a combined direct and indirect equity interest of 34.93% in Spectrum Power in Fiscal 2007, 

Fiscal 2010 and Fiscal 2011. Also, in Fiscal 2011, we acquired convertible instruments through which we have 

the right to convert and own up to 45.00% of the shares, on a fully diluted basis, of Maruti Clean Coal and 

Power Limited. The financial statements of Spectrum Power have not been included in our restated 

consolidated financial information for the periods under review because Spectrum Power ceased to be an 

indirect subsidiary of our joint venture, Cellcap Securities Limited, BVI. For further details, please see 

Annexure III to our restated consolidated financial information included on page F-9 of this Draft Red Herring 

Prospectus. 

Both Spectrum Power and Maruti Clean Coal and Power Limited operate in the power generation business (the 

latter also operates in the coal beneficiation business). As a result, their net profits are significantly affected by 

factors similar to those described herein which affect us. In addition, both Spectrum Power and Maruti Clean 

Coal and Power Limited have expansion plans which may require us to make further investments to the extent 

284

of our proportional ownership interest within the following two to three years. We estimate that these will 

amount to approximately ` 1,450.00 million and ` 1,080.00 million, respectively. For further details, please 

see the section titled "Our Business – Other Investments" on page 173 of this Draft Red Herring Prospectus. 

Divestment of Aryan Ispat and Power Private Limited and related sponge iron business 

On April 9, 2011, we sold our sponge iron business, which we do not regard as core to our strategy going 

forward, which is to focus on our coal beneficiation and power generation businesses. The sale was 

consummated through our divestment of 81.20% of the equity share capital of Aryan Ispat and Power Private 

Limited, through which we operated our sponge iron business. The assets of Aryan Ispat and Power Private 

Limited also include an 18 MW power project and a coal beneficiation plant with a designed capacity of 0.70 

million tons per annum. The gross proceeds of the sale amounted to ` 31.79 million. Our sponge iron business 

generated ` 479.76 million in revenue in Fiscal 2010 and ` 828.13 million in the nine months ending 

December 31, 2010. Our sponge iron business recorded losses in both periods. The sale resulted in a one-time 

loss of ` 946.90 million. This transaction will have a significant effect on our results of operations in Fiscal 

2012 and consequently our results of operations for that and subsequent periods may not be directly 

comparable to prior periods. For further details, please see the section titled "Financial Statements — Proforma 

Financial Information — Unaudited Pro-Forma Condensed Consolidated Profit and Loss Account" on 

page F-68 of this Draft Red Herring Prospectus. 

Critical Accounting Policies 

Our financial statements have been prepared in accordance with Indian GAAP. The financial statements are 

prepared under the historical cost convention, on the accounting principles of a going concern and as per 

applicable accounting standards. Our significant accounting policies are set forth in Note 1 to Annexure III to 

our restated consolidated financial information included on page F-9 of this Draft Red Herring Prospectus. 

Indian GAAP requires that we adopt accounting policies and make estimates that our Directors believe are 

most appropriate in the circumstances for the purposes of giving a true and fair view of our results of 

operations and the understanding of our financial condition and results of operations. The preparation of our 

financial statements requires us to make difficult and subjective judgments in selecting appropriate estimates 

and assumptions, which affect the amounts reported in our financial statements. By their nature, these 

judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical 

experience, terms of existing contracts, our observance of trends in the industry and information available from 

other outside sources, as appropriate. There can be no assurance that our judgments will prove correct or that 

actual results reported in future periods will not differ from our expectations reflected in our accounting 

treatment of certain items. 

While we believe that all aspects of our financial statements should be studied and understood in assessing our 

current and expected financial condition and results, we believe that the following critical accounting policies 

warrant additional attention: 

Revenue recognition 

Coal beneficiation: 

Revenue from coal beneficiation is recognized as beneficiation activity is performed. Such performance is 

regarded as being achieved when no significant uncertainty exists regarding the amount of consideration that 

will be derived from the performance of such activity and the activity is completed or substantially completed. 

Revenue represents the invoiced value of beneficiation receipts, net of trade and cash discounts. 

Sale of coal: 

Revenue from sale of coal is recognized when coal is dispatched to the customer and the transfer of significant 

risks and rewards occurs. Sales represent the invoiced value of coal (net of sales tax). 

Power generation business: 

Revenue from the sale of power is recognized based on tariffs established under the PPAs that we enter into 

with the respective state electricity boards. 

285

Impairment 

The carrying amounts of assets are reviewed at each balance sheet date in accordance with Accounting 

Standard 28, "Impairment of Assets," to determine whether there is any indication of impairment. If any such 

indication exists, the asset's recoverable amount is estimated. An impairment loss is recognized when the 

carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are 

recognized in the profit and loss account. An impairment loss is reversed if there is a change in the estimates 

used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's 

carrying amount does not exceed the carrying amount that would have been determined net of depreciation or 

amortization, if no impairment loss had been recognized. 

Provisions and contingencies 

We recognize a provision when there is a present obligation as a result of a past event, and it is more likely 

than not that there will be an outflow of resources embodying economic benefits to settle such obligation and 

the amount of such obligation can be reliably estimated. Provisions are not discounted to their present value 

and are determined based on the management's best estimate of the amount of obligation required at the year 

end. These are reviewed at each balance sheet date and adjusted to reflect current management estimates. 

Contingent liabilities are disclosed in respect of possible obligations that have arisen from past events and the 

existence of which will be confirmed only by the occurrence or non occurrence of future events not wholly 

within our control. Contingent liabilities are also disclosed for present obligations in respect of which it is not 

probable that there will be an outflow of resources or a reliable estimate of the amount of obligation cannot be 

made. 

When there is a possible obligation or a present obligation where the likelihood of an outflow of resources is 

remote, no disclosure or provision is made. 

Results of operations 

Explanation of key income statement items 

Revenue 

Our total income currently comprises income from coal beneficiation and allied receipts (such as logistical 

services); income from sale of coal; income from sale of power; income from sale of sponge iron; sale of 

equipment (which is only to our associates); and other income. 

In accordance with the Accounting Standard on Segment Reporting, (AS 17), we report the financial 

statements of our business in five separate segments. These segments relate to our businesses in (a) coal 

operations (which includes revenue from coal beneficiation and allied receipts and from the sale of coal), (b) 

wind power, (c) thermal power (which, together with wind power, comprises our revenue from the sale of 

power), (d) sponge iron and (e) equipment manufacturing. 

Coal operations 

Income from coal beneficiation and allied receipts 

Income from coal beneficiation and allied receipts primarily refers to income generated from coal beneficiation 

and transportation and logistics services. 

Sale of coal 

The income from sale of coal is primarily from sales of coal rejects produced as a result of the beneficiation of 

coal, sales of reprocessed rejects and sales of coal (both processed and unprocessed) purchased through the e- 

auction scheme conducted by Coal India Limited and its subsidiaries and sales of a blend of raw coal 

purchased from third parties and coal rejects. 

Wind and thermal power 

Our wind and thermal power projects derive income primarily from the sale of electricity to state-owned 

distribution companies. 

286

Sponge iron manufacturing business 

Income from our sponge iron manufacturing business refers to income generated through the sale of sponge 

iron related goods. As described above, we disposed of our sponge iron business on April 9, 2011. 

Sale of equipment 

Our income from the sale of equipment is primarily from equipment sold to our associates. 

Other income 

Our other income consists primarily of interest income on fixed deposits and interest accruing on 

intercompany deposits. 

Expenditures 

The principal components of our expenditures are purchases of coal; direct expenses; personnel cost; 

administrative and selling expenses; depreciation and finance cost. 

Purchases of coal 

Purchase of coal comprises the purchase of coal rejects as well as purchases of raw coal sold in the e-auction 

conducted by Coal India Limited and its subsidiaries. It also includes the related loading and transportation 

costs at or to our coal beneficiation plants. As per most of our beneficiation contracts, we adjust the 

beneficiation charges due from our customers in exchange for the coal rejects generated from the beneficiation 

of raw coal on their behalf. These credits are treated as a purchase of coal. 

Decrease/(increase) in stock 

Decrease/(increase) in stock represents the difference between our stock of coal at the beginning of the period 

and our stock of coal at the end of the period. 

Direct expenses 

In our coal beneficiation, power generation and sponge iron businesses, direct expenses primarily consist of 

transportation and loading expenses, expenses related to the purchase of power and fuel, raw materials, 

chemicals and labour and the repair and maintenance of our plants and stores. 

Personnel cost 

Personnel cost refers to costs related to salaries, wages and bonuses to our employees, our contributions to 

provident and other funds and staff welfare expenses. 

Administrative and selling expenses 

Administrative and selling expenses relate to expenses incurred in connection with our income generating 

operations, such as land leases, legal and professional fees, travelling and conveyance charges, deductions 

related to the quality/quantity of our products, handling charges, provisions for doubtful advances and bad 

debts written off. 

Depreciation 

Depreciation consists of depreciation on fixed assets, assets used for coal beneficiation and the manufacturing 

of equipment, assets used for power generation and sponge iron production and amortization related to 

leasehold land leases. We book depreciation in accordance with the Companies Act. The rates derived from 

these depreciation schedules may be, on average, higher than the depreciation rates provided by electricity 

regulatory commissions under tariff regulations, which set forth the amounts that we are allowed to recover 

under applicable tariffs on certain projects. This increase in non-cash depreciation charges may have an 

adverse impact on our future profits. 

287

Finance cost 

Finance costs include interest on term loans, interest on cash credits/working capital loans and interest paid on 

inter-corporate deposits. 

Recent Developments 

On April 9, 2011, we sold our sponge iron business, which we do not regard as core to our strategy going 

forward, which is to focus on our coal beneficiation and power generation businesses. The sale was 

consummated through our divestment of 81.20% of the equity share capital of Aryan Ispat and Power Private 

Limited, through which we operated our sponge iron business. The assets of Aryan Ispat and Power Private 

Limited also include an 18 MW power project and a coal beneficiation plant with a designed capacity of 0.70 

million tons per annum. For further details, please see the section titled "Our Business — Coal Beneficiation 

Plants" on page 144 of this Draft Red Herring Prospectus. In April 2011, we also commissioned a coal 

beneficiation plant with a designed capacity of 5.00 million tons per annum in Himgir. For further details, 

please see the section titled "History and Certain Corporate Matters" on page 196 of this Draft Red Herring 

Prospectus. 

Results of Operations 

Our restated consolidated financial information are included in this Draft Red Herring Prospectus under the 

section titled "Financial Statements." The following table sets forth selected data with respect to our results of 

operations for the periods indicated. 

Particulars 

Income 

Fiscal 

2006 

Fiscal 

2007 

Fiscal 

2008 

Fiscal 

2009 

(` in millions) 

Fiscal 

2010 

Nine 

months 

ended 

December 

31, 2010 

Coal beneficiation and 

allied receipts .................. 2,308.74 2,169.01 2,324.22 3,027.43 3,580.04 2,910.62 

- Sale of coal .................... 341.93 651.00 1,940.54 4,780.38 5,701.61 4,806.69 

- Sale of power ................. 10.41 130.10 569.80 635.77 707.30 670.57 

- Sale of sponge iron ....... - 250.42 545.34 439.17 479.76 828.13 

- Sale of equipment ......... 0.43 15.57 24.68 54.08 11.94 13.48 

Other income ................... 23.24 171.22 174.59 400.06 202.87 128.30 

Total income ................... 2,684.75 3,387.32 5,579.17 9,336.89 10,683.52 9,357.79 

Expenditure 

Purchases of coal ............. 72.09 347.67 779.25 1,490.48 2,203.54 2,644.94 

Decrease/ (increase) in 

stock ................................. (76.67) (142.56) 31.58 (233.99) (153.10) (410.56) 

Direct expenses ................ 1,117.30 1,441.85 2,180.28 2,881.39 3,633.53 3,372.48 

Personnel cost .................. 149.15 163.08 285.75 422.54 553.20 499.21 

Administrative and selling 

expenses ........................... 260.69 323.04 537.44 640.55 806.34 536.27 

Depreciation ..................... 224.29 314.85 401.87 486.12 718.04 534.95 

Finance cost ..................... 106.65 163.86 245.34 290.45 428.02 509.67 

Total expenditure ........... 1,852.90 2,611.79 4,461.51 5,977.54 8,189.57 7,686.96 

Profit before tax and 

adjustments .................... 831.85 775.53 1,117.66 3,359.35 2,493.95 1,670.83 

Total tax expense/(credit) ... 109.58 178.30 555.07 1,105.39 940.93 661.48 

288

Particulars 

Fiscal 

2006 

Fiscal 

2007 

Fiscal 

2008 

Fiscal 

2009 


Fiscal 

2010 

Nine 

months 

ended 

December 

31, 2010 

Profit after tax and 

before adjustments......... 722.27 597.23 562.59 2,253.96 1,553.02 1,009.35 

Prior period items (Refer to 

Note C of Annexure IV) .. - - 0.75 - - - 

Profit after tax and 

before adjustments and 

after prior period items 722.27 597.23 561.84 2,253.96 1,553.02 1,009.35 

Total of adjustments after 

tax impact ....................... (177.63) (72.28) 235.71 (77.92) 21.92 29.39 

Net profit as restated 

(before consolidation 

adjustments) ................... 544.64 524.95 797.55 2,176.04 1,574.94 1,038.74 

Add/ (less) consolidation 

adjustments: 

- Share of loss/ (profit) 

transferred to minority ..... (19.95) (4.27) 17.81 17.91 81.49 60.94 

- Share in profit of 

associate - - - 44.62 36.30 71.93 

- (Profit)/ loss on further 

acquisition of subsidiaries (0.55) - (11.26) 12.16 76.68 - 

Net profit as restated 

(after consolidation 

adjustments) ................... 524.14 520.68 804.10 2,250.73 1,769.91 1,171.61 

Nine months ended December 31, 2010 

Income 

Our total income for the nine months ended December 31, 2010 was ` 9,357.79 million. The total income 

consists of income from coal beneficiation and allied receipts, sale of coal, sale of power, sale of sponge iron, 

sale of equipment and other income. 

Coal beneficiation and allied receipts 

Coal beneficiation and allied receipts income for the nine months ended December 31, 2010 was ` 2,910.62 

million which consisted primarily of beneficiation receipts for the beneficiation of raw coal for our various 

customers, transportation charges for transporting raw coal from mines to our coal beneficiation plants, 

transportation charges for transporting beneficiated coal from our coal beneficiation plants to railway sidings 

and loading charges for loading washed coal into railway wagons. Coal beneficiation and allied receipts 

income contributed 31.10% of our total income in the nine months ended December 31, 2010. 

Sale of Coal 

Sale of coal income for the nine months ended December 31, 2010 was ` 4,806.69 million which consisted 

primarily of the sale of coal rejects generated in the coal beneficiation process, the sale of reprocessed coal 

rejects, the sale of coal rejects blended with raw coal (purchased primarily in e-auction), the sale of raw coal 

(purchased in e-auction) and the sale of beneficiated coal (generated from raw coal we purchased). Sale of coal 

income contributed 51.37% of our total income in the nine months ended December 31, 2010. 

289

Sale of Power 

\Sale of power income for the nine months ended December 31, 2010 was ` 670.57 million which consisted 

primarily of the sale of thermal and wind power. Sale of power income contributed 7.17% of our total income 

in the nine months ended December 31, 2010. 

Sale of Sponge Iron 

Sale of sponge iron income for the nine months ended December 31, 2010 was ` 828.13 million. Sale of 

sponge iron income contributed 8.85% of our total income in the nine months ended December 31, 2010. We 

sold our sponge iron business on April 9, 2011. 

Other income 

Other income for the nine months ended December 31, 2010 was ` 128.30 million which consisted primarily 

of interest income from bank deposits of ` 62.66 million, interest income from inter-corporate 

deposits/security deposits of ` 8.24 million, railway siding rental receipts of ` 45.04 million and other 

miscellaneous receipts of ` 7.20 million. Other income contributed 1.37% of our total income in the nine 

months ended December 31, 2010. 

Expenditure 

Total expenditure for the nine months ended December 31, 2010 was ` 7,686.96 million. The total expenditure 

consists of the purchase of coal, decrease/(increase) in stock, direct expenses, personnel costs, administrative 

and selling expenses, depreciation and finance costs. 

Purchase of coal 

Purchase of coal for the nine months ended December 31, 2010 was ` 2,644.94 million which consisted 

primarily of the purchase of coal rejects and related transportation costs and the purchase of raw coal 

(primarily in e-auction) and related transportation costs. Purchase of coal was equal to 28.26% of our total 

income in the nine months ended December 31, 2010. 


Our stock increased by ` 410.56 million in the nine months ended December 31, 2010. Our stock increase was 

equal to 4.39% of our total income in the nine months ended December 31, 2010. 


Direct expenses for the nine months ended December 31, 2010 were ` 3,372.48 million which consisted 

primarily of transportation and loading charges of ` 1,779.11 million, materials consumed of ` 952.43 million, 

O&M of plant, machinery, buildings and heavy vehicles of ` 465.77 million and power and fuel of ` 156.69 

million. Direct expenses were equal to 36.04% of our total income in the nine months ended December 31, 

2010. 


Employee costs for the nine months ended December 31, 2010 were ` 499.21 million which were comprised 

of salaries, wages and bonuses of ` 455.30 million, contribution to provident and other funds of ` 25.87 

million and staff and welfare expenses of ` 18.04 million. Employee costs and operation, maintenance and 

other expenses were equal to 5.33% of our total income in the nine months ended December 31, 2010. 


Administrative and selling expenses for the nine months ended December 31, 2010 were ` 536.27 million 

which consisted primarily of rent of ` 48.33 million (consisting of rent for leases of land, railway siding and 

other properties), rates, fees and taxes of ` 37.12 million (consisting of fees of ` 20.71 million related to an 

increase in authorized share capital), legal and professional fees of ` 40.27 million, security expenses of ` 

20.45 million, travelling and conveyance of ` 35.41 million, handling charges paid to various agencies of ` 

290

67.87 million, provisions for bad and doubtful debts of ` 14.88 million, bank charges of ` 17.92 million, bad 

debts written off of ` 17.67 million and preliminary expenses written off of ` 22.53 million (incurred for the 

incorporation of ACB (India) Power Limited, a wholly owned subsidiary). Administrative and selling expenses 

were equal to 5.73% of our total income in the nine months ended December 31, 2010. 

Depreciation 

Depreciation for the nine months ended December 31, 2010 was ` 534.95 million which consisted primarily of 

depreciation of ` 393.95 million on plant and machinery, depreciation of ` 62.50 million on buildings and 

factory buildings, depreciation of ` 33.32 million on railway siding and depreciation of ` 35.63 million on 

vehicles and heavy earth moving machines. Depreciation was equal to 5.72% of our total income in the nine 

months ended December 31, 2010. 

Finance cost 

Interest and finance charges for the nine months ended December 31, 2010 were ` 509.67 million which 

consisted primarily of interest on term loans of ` 294.95 million, interest on cash credits/working capital loans 

of ` 108.18 million and interest paid on inter-corporate deposits of ` 9.03 million and loan processing charges 

of ` 93.45 million. Interest and finance charges were equal to 5.45% of our total income in the nine months 

ended December 31, 2010. 

Profit before tax and adjustments 

As a result of the foregoing, profit before taxation for the nine months ended December 31, 2010 was ` 

1,670.83 million. 

Provision for tax 

The provision for tax liabilities for the nine months ended December 31, 2010 was ` 661.48 million. 

Profit after Tax 

As a result of the foregoing, net profit after tax (before adjustments) for the nine months ended December 31, 

2010 was ` 1,009.35 million. 

Comparison of Fiscal 2010 and Fiscal 2009 

Income 

The following table sets forth our income from our businesses for Fiscal 2009 and Fiscal 2010: 

Fiscal Fiscal Variation 

2009 2010 % 

(` in millions, except percentages) 

Coal beneficiation and allied receipts (1) ......................................... 3,027.43 3,580.04 18.25% 

Sale of coal (1) ................................................................................. 4,780.38 5,701.61 19.27% 

Sale of power (2) .............................................................................. 635.77 707.30 11.25% 

Sale of sponge iron (3) .................................................................... 439.17 479.76 9.24% 

Sale of equipment .......................................................................... 54.08 11.94 -77.92% 

Other income ................................................................................ 400.06 202.87 -49.29% 

Total ............................................................................................. 9,336.89 10,683.52 14.42% 

(1) Coal beneficiation and allied receipts and sale of coal together comprise the coal operations segment used 

for financial reporting purposes. 

(2) Sale of power includes the wind power and thermal power segments used for financial reporting purposes. 

(3) We sold our sponge iron business on April 9, 2011. 

291

Spectrum Coal became our wholly-owned subsidiary on March 30, 2009, contributing ` 787.07 million to our 

coal beneficiation and allied receipts income, ` 1,499.04 million to our sale of coal income and ` 39.18 million 

to our other income in Fiscal 2010. This also resulted in additional expenditures of ` 152.84 million for the 

purchase of coal and decrease/(increase) in stock of coal, ` 805.08 million for direct expenses, ` 74.13 million 

for personnel cost, ` 207.72 million for administrative and selling expenses, ` 240.90 million for depreciation 

charge and ` 87.09 million for finance cost. 


Coal beneficiation and allied receipts income increased by ` 522.61 million, or 18.25%, to ` 3,580.04 million 

in Fiscal 2010 from ` 3,027.43 million in Fiscal 2009, primarily due to the acquisition of Spectrum Coal. In 

addition, during Fiscal 2010, our contract for supplying beneficiated coal to Karnataka Power Corporation 

Limited from our Pandarpauni and Gauri plant expired, resulting in a decline in the volume of coal 

beneficiated. Karnataka Power Corporation Limited no longer uses beneficiated coal in its operations. Coal 

beneficiation and allied receipts income represented 32.42% and 33.51% of our total income in Fiscal 2009 

and Fiscal 2010, respectively. 

Sale of Coal 

Sale of coal income increased by ` 921.23 million, or 19.27%, to ` 5,701.61 million in Fiscal 2010 from ` 

4,780.38 million in Fiscal 2009, primarily due to the acquisition of Spectrum Coal. In addition, the sale of coal 

rejects during Fiscal 2010 increased by ` 158.87 million compared to Fiscal 2009 and the sale of beneficiated 

coal (after processing raw coal purchased in e-auction) and raw coal during Fiscal 2010 decreased by ` 736.69 

million compared to Fiscal 2009. We sold less raw coal in Fiscal 2010 than in Fiscal 2009, partially due to our 

increased use of raw coal purchased in e-auction for blending with coal rejects and partially due to the 

decreased availability of raw coal resulting from the increased interest in, and demand for, raw coal sold 

through the e-auction scheme conducted by Coal India and its subsidiaries, as discussed above. Sale of coal 

income represented 51.20% and 53.37% of our total income in Fiscal 2009 and Fiscal 2010, respectively. 

Sale of Power 

Sale of power income increased by ` 71.53 million, or 11.25%, to ` 707.30 million in Fiscal 2010 from ` 

635.77 million in Fiscal 2009, primarily due to the commencement of operations at our 18 MW Jharsuguda 

Power Project in Sambalpur in September 2009 resulting in additional revenue of ` 98.27 million. We sold this 

power project along with our sponge iron business on April 9, 2011. In addition, the revenue from our 15 MW 

Sangli Wind Power Project increased by ` 17.72 million; these increases were, however, offset in part by a 

decline in revenue of ` 44.46 million from our 30 MW Chakabura Power Plant. This decrease in revenue at 

our 30 MW Chakabura Power Plant was primarily due to a one-month maintenance shutdown during Fiscal 

2010. Sale of power income represented 6.81% and 6.62% of our total income in Fiscal 2009 and Fiscal 2010, 

respectively. 


Sale of sponge iron income increased by ` 40.59 million, or 9.24%, to ` 479.76 million in Fiscal 2010 from ` 

439.17 million in Fiscal 2009, primarily due to an increase in the quantity of sponge iron sold. The quantity 

sold during Fiscal 2010 increased by 35.54% over the quantity sold during Fiscal 2009 but the average price 

realized per ton during Fiscal 2010 declined by 19.40% compared to the average price realized per ton during 

Fiscal 2009. Sale of sponge iron income represented 4.70% and 4.49% of our total income in Fiscal 2009 and 

Fiscal 2010, respectively. We sold our sponge iron business on April 9, 2011. 

Sale of Equipment 

Sale of equipment income decreased by ` 42.14 million, or 77.92%, to ` 11.94 million in Fiscal 2010 from ` 

54.08 million in Fiscal 2009, primarily due to our acquisition of Spectrum Coal on March 30, 2009; in prior 

periods, Spectrum Coal had been one of our major customers. Sale of equipment income represented 0.58% 

and 0.11% of our total income in Fiscal 2009 and Fiscal 2010, respectively. 

Other income 

292

Other income decreased by ` 197.19 million, or 49.29%, to ` 202.87 million in Fiscal 2010 from ` 400.06 

million in Fiscal 2009, primarily due to the fact that we did not receive any proceeds from maturing key man 

insurance policies in Fiscal 2010 like we did in Fiscal 2009, as discussed below. We do not have any 

outstanding key man insurance policies as of the date of this Draft Red Herring Prospectus. 

Expenditure 

Total expenditure increased by ` 2,212.03 million, or 37.02%, to ` 8,189.57 million in Fiscal 2010 from ` 

5,977.54 million in Fiscal 2009. This is primarily attributable to the following factors: 


Purchase of coal increased by ` 713.06 million, or 47.84%, to ` 2,203.54 million in Fiscal 2010 from 

` 1,490.48 million in Fiscal 2009. The quantity of raw coal purchased in e-auction increased to 1.01 million 

tons in Fiscal 2010 from 0.62 million tons in Fiscal 2009 and the average price per ton, inclusive of 

transportation costs, was ` 1,512.38 during Fiscal 2010 compared to ` 1,455.72 in Fiscal 2009. There was no 

significant variation in quantities and average purchase price of coal rejects during Fiscal 2010 compared to 

Fiscal 2009. In addition, the purchase of coal increased due to the acquisition of Spectrum Coal. Purchase of 

coal as a percentage of total income increased from 15.96% in Fiscal 2009 to 20.63% in Fiscal 2010. 

Increase in stock 

Our stock increased by ` 153.10 million in Fiscal 2010 as compared to Fiscal 2009, primarily as a result of the 

increased cost of purchases of e-auction coal and the increased cost of purchasing and processing coal rejects. 

Increase in stock represented 2.51% and 1.43% of our total income in Fiscal 2009 and Fiscal 2010, 

respectively. 


Direct expenses increased by ` 752.14 million, or 26.10%, to ` 3,633.53 million in Fiscal 2010 from ` 

2,881.39 million in Fiscal 2009, primarily due to an increase in our coal operations resulting from the 

acquisition of Spectrum Coal. In particular, increased expenses relate to power and fuel costs, which increased 

by ` 74.30 million, or 55.84%, to ` 207.35 million in Fiscal 2010 from ` 133.05 million in Fiscal 2009, and 

repair and maintenance of plant and machinery, which increased by ` 235.54 million, or 86.17%, to ` 508.89 

million in Fiscal 2010 from ` 273.35 million in Fiscal 2009. Increased expenses also relate to materials 

consumed, transportation and loading charges and expenses related to the repair, running and maintenance of 

building and vehicles. Direct expenses as a percentage of total income increased from 30.86% in Fiscal 2009 

to 34.01% in Fiscal 2010. 


Our personnel cost increased by ` 130.66 million, or 30.92%, to ` 553.20 million in Fiscal 2010 from ` 422.54 

million in Fiscal 2009, primarily due to an increase in personnel related to the acquisition of Spectrum Coal 

and an increase in employee costs due to growth in the number of employees and an annual increase in 

salaries. In Fiscal 2010, we incurred salaries, wages and bonus expenses of ` 499.51 million, compared to ` 

381.41 million in Fiscal 2009. We also incurred contribution to provident and other fund expenses of ` 28.87 

million in Fiscal 2010, compared to ` 22.78 million in Fiscal 2009, and staff welfare expenses of ` 24.83 

million in Fiscal 2010 compared to ` 18.35 million in Fiscal 2009. Personnel cost as a percentage of total 

income increased from 4.53% in Fiscal 2009 to 5.18% in Fiscal 2010. 


Administrative and selling expenses increased by ` 165.79 million, or 25.88%, to ` 806.34 million in Fiscal 

2010 from ` 640.55 million in Fiscal 2009, primarily due to an increase in administrative and selling expenses 

related to the acquisition of Spectrum Coal, an increase in rent of ` 37.05 million, an increase in rates, fees and 

taxes of ` 24.01 million, a decrease in legal and professional fees of ` 18.15 million, an increase in travelling 

and conveyance of ` 5.30 million, a decrease in coal handling charges paid to various agencies of ` 38.73 

million, a decrease in bad debts written off of ` 44.88 and an increase in provision for doubtful advances of ` 

50.06 million. However, there was also an increase in administrative and selling expenses primarily due to an 

increase in bank charges of ` 10.46 million and an increase in deductions related to the quality/quantity of our 

293

products as charged by the customers, which increased by ` 75.83 million, or 42.46%, to ` 254.43 million in 

Fiscal 2010 from ` 178.60 million in Fiscal 2009. We also had a loss of stock due to fire of ` 26.04 million in 

Fiscal 2010. Administrative and selling expenses as a percentage of total income increased from 6.86% in 

Fiscal 2009 to 7.55% in Fiscal 2010. 

Depreciation 

Depreciation increased by ` 231.92 million, or 47.71%, to ` 718.04 million in Fiscal 2010 from ` 486.12 

million in Fiscal 2009, primarily due to the increase in fixed assets resulting from the acquisition of Spectrum 

Coal. Depreciation as a percentage of total income increased from 5.21% in Fiscal 2009 to 6.72% in Fiscal 

2010. 

Finance cost 

Finance costs increased by ` 137.57 million, or 47.36%, to ` 428.02 million in Fiscal 2010 from ` 290.45 

million in Fiscal 2009, primarily due to increased indebtedness resulting from the acquisition of Spectrum 

Coal, including the assumption of certain obligations of Spectrum Coal, and our increase in working capital 

requirements. For further details on the obligations assumed, please see the section titled "Financial 

Indebtedness" on page 270 of this Draft Red Herring Prospectus. Finance cost as a percentage of total income 

increased from 3.11% in Fiscal 2009 to 4.01% in Fiscal 2010. 


As a result of the foregoing, profit before taxation decreased by ` 865.40 million, or 25.76%, to ` 2,493.95 

million in Fiscal 2010 from ` 3,359.35 million in Fiscal 2009. 


The provision for tax liabilities decreased by ` 164.46 million, or 14.88%, to ` 940.93 million in Fiscal 2010 

from ` 1,105.39 million in Fiscal 2009, primarily due to decreased profitability. 

Profit after tax 

As a result of the foregoing, net profit after tax (before adjustments) decreased by ` 700.94 million, or 31.10%, 

to ` 1,553.02 million in Fiscal 2010 from ` 2,253.96 million in Fiscal 2009. As a percentage of total income, 

net profit after tax decreased to 14.54% in Fiscal 2010 from 24.14% in Fiscal 2009. 

Restatement 

Our profit for Fiscal 2010 increased by ` 21.92 million and our profit for Fiscal 2009 decreased by ` 77.92 

million as a result of adjustments for prior period items and restatements in accordance with ICDR 

Regulations. For details of these adjustments, please see Annexure IV to our restated consolidated financial 

information included on page F-17 of this Draft Red Herring Prospectus. 


Income 



2008 2009 % 

(` in millions, except percentages) 

Coal beneficiation and allied receipts ............................................ 2,324.22 3,027.43 30.26% 

Sale of coal .................................................................................... 1,940.54 4,780.38 146.34% 

Sale of power ................................................................................. 569.80 635.77 11.58% 

Sale of sponge iron (1) .................................................................... 545.34 439.17 -19.47% 

Sale of equipment .......................................................................... 24.68 54.08 119.12% 

Other income ................................................................................ 174.59 400.06 129.14% 

294

Total ............................................................................................. 5,579.17 9,336.89 67.35% 


Our total income increased by ` 3,757.72 million, or 67.35%, to ` 9,336.89 million in Fiscal 2009 from ` 

5,579.17 million in Fiscal 2008, primarily as a result of increased sales of coal purchased in e-auction and the 

full year effect of the increased beneficiation capacity resulting from the commencement of operations at our 

Gevra beneficiation plant in March 2008, which had a capacity of 2.50 million tons per annum as of February 

2008 and 5.0 million tons per annum as of May 2008. 


Coal beneficiation and allied receipts income increased by ` 703.21 million, or 30.26%, to ` 3,027.43 million 

in Fiscal 2009 from ` 2,324.22 million in Fiscal 2008, primarily due to the commencement of operations at our 

Gevra beneficiation plant in March 2008. More specifically, our Gevra beneficiation plant processed 4.46 

million tons of beneficiated coal in Fiscal 2009 compared to 0.13 million tons in Fiscal 2008. In addition, we 

were awarded a contract for the processing of coal for Maharashtra State Electricity Generation Company 

Limited in November 2008 for a total quantity of 3.15 million tons for two years, which contributed to an 

increase in coal beneficiation and allied receipts during Fiscal 2009. Coal beneficiation and allied receipts 

income represented 41.66% and 32.42% of our total income in Fiscal 2008 and Fiscal 2009, respectively. 

Sale of Coal 

Sale of coal income increased by ` 2,839.84 million, or 146.34%, to ` 4,780.38 million in Fiscal 2009 from ` 

1,940.54 million in Fiscal 2008, primarily due to an increase in the sale of coal rejects during Fiscal 2009 of ` 

2,123.03 million compared to Fiscal 2008 and an increase in the sale of beneficiated coal (after processing raw 

coal purchased in e-auction) and the sale of raw coal during Fiscal 2009 of ` 709.35 million compared to 

Fiscal 2008. The increase in the sale of coal was primarily due to the increased availability of coal rejects as a 

result of an increase in the quantity of raw coal beneficiated at our coal beneficiation plants and the purchase 

and resale of additional quantities of e-auction coal. Sale of coal income represented 34.78% and 51.20% of 

our total income in Fiscal 2008 and Fiscal 2009, respectively. 

Sale of Power 


569.80 million in Fiscal 2008, primarily due to an increase in revenue of ` 86.38 million as a result of an 

increased Plant Load Factor at our 30 MW Chakabura Power Plant. This increase was offset in part by a 

decline in revenue at our 15 MW Sangli Wind Power Project of ` 20.42 million. Sale of power income 

represented 10.21% and 6.81% of our total income in Fiscal 2008 and Fiscal 2009, respectively. 


Sale of sponge iron income decreased by ` 106.17 million, or 19.47%, to ` 439.17 million in Fiscal 2009 from 

` 545.34 million in Fiscal 2008, primarily due to decrease in quantity sold, offset in part by an increase in the 

average price per ton. Sale of sponge iron income represented 9.77% and 4.70% of our total income in Fiscal 

2008 and Fiscal 2009, respectively. We sold our sponge iron business on April 9, 2011. 


Sale of equipment income increased by ` 29.40 million, or 119.12%, to ` 54.08 million in Fiscal 2009 from ` 

24.68 million in Fiscal 2008, primarily due to an increase in sale of equipment to Spectrum Coal. Sale of 

equipment income represented 0.44% and 0.58% of our total income in Fiscal 2008 and Fiscal 2009, 

respectively. 

Other income 

Other income increased by ` 225.47 million, or 129.14%, to ` 400.06 million in Fiscal 2009 from ` 174.59 

million in Fiscal 2008, primarily due to maturity proceeds in Fiscal 2009 of ` 150.05 million on key man 

insurance policies taken on our Directors. In addition, interest income increased by ` 61.75 million during 

295

Fiscal 2009 compared to Fiscal 2008. Other income represented 3.13% and 4.28% of our total income in Fiscal 

2008 and Fiscal 2009, respectively. 

Expenditure 

The total expenditure increased by ` 1,516.03 million, or 33.98%, to ` 5,977.54 million in Fiscal 2009 from ` 

4,461.51 million in Fiscal 2008. This is primarily attributable to the following factors: 


Purchase of coal increased by ` 711.23 million, or 91.27%, to ` 1,490.48 million in Fiscal 2009 from ` 779.25 

million in Fiscal 2008, primarily due to an increase in the purchase price of e-auction coal, an increase in the 

volume of e-auction coal purchased, as well as an increase in the volume of coal rejects purchased due to 

increased beneficiation operations. The average price per ton of e-auction coal purchased (including 

transportation costs) was ` 1,455.72 during Fiscal 2009 compared to ` 1,063.97 in Fiscal 2008. The quantity of 

raw coal purchased in e-auction increased to 0.62 million tons in Fiscal 2009 from 0.43 million tons in Fiscal 

2008. Purchase of coal as a percentage of total income increased from 13.97% in Fiscal 2008 to 15.96% in 

Fiscal 2009. 


Our stock increased by ` 233.99 million in Fiscal 2009 as compared to Fiscal 2008. This change was primarily 

the result of the increase in purchases of coal. Decrease/(increase) in stock represented 0.57% and 2.51% of 



Direct expenses increased by ` 701.11 million, or 32.16%, to ` 2,881.39 million in Fiscal 2009 from 

` 2,180.20 million in Fiscal 2008, primarily as a result of an increase in transportation and loading charges 

from ` 1,126.48 million in Fiscal 2008 to ` 1,847.20 million in Fiscal 2009 due to an increase in our coal 

beneficiation operations and increases in transportation and loading rates. In addition, the expenses related to 

the repair, running and maintenance of heavy vehicles increased by ` 91.42 million. Direct expenses as a 

percentage of total income decreased from 39.08% in Fiscal 2008 to 30.86% in Fiscal 2009. 


Employee costs increased by ` 136.79 million, or 47.87%, to ` 422.54 million in Fiscal 2009 from ` 285.75 

million in Fiscal 2008, primarily due to an increase in remuneration of our Directors by ` 45.16 million and an 

increase in employee costs due to growth in the number of employees and an annual increase in salaries. 

Personnel cost as a percentage of total income decreased from 5.12% in Fiscal 2008 to 4.53% in Fiscal 2009. 



2009 from ` 537.44 million in Fiscal 2008, primarily due to an increase in legal and professional fees of ` 

42.01 million, an increase in rates, fees and taxes of ` 7.92 million, an increase in office maintenance expenses 

of ` 5.51 million, an increase in travelling and conveyance of ` 18.07 million, an increase in deductions related 

to the quality/quantity of our products as charged by customers of ` 56.08 million and an increase in coal 

handling charges paid to various agencies of ` 16.00 million. However, there was a decrease in administrative 

and selling expenses primarily due to a decrease in foreign exchange fluctuation loss of ` 11.01 million, a 

decrease in bad debts written off of ` 17.70 million and a decrease in interest on late payment of service tax of 

` 17.42 million. Administrative and selling expenses as a percentage of total income decreased from 9.63% in 


Depreciation 


million in Fiscal 2008, primarily due to a full year of depreciation on our Gevra beneficiation plant, which was 

commissioned in March 2008, as well as depreciation related to the addition of 2.50 million tons per annum of 

capacity at our Gevra beneficiation plant in May 2008. Further, depreciation charges increased due to the 

296

purchase of our new corporate office and headquarters in May 2008. Depreciation as a percentage of total 

income decreased from 7.20% in Fiscal 2008 to 5.21% in Fiscal 2009. 

Finance cost 

Finance costs increased by ` 45.11 million, or 18.39%, to ` 290.45 million in Fiscal 2009 from ` 245.34 

million in Fiscal 2008, primarily due to increase in our borrowings of term loans and working capital loans. 

Finance costs as a percentage of total income decreased from 4.40% in Fiscal 2008 to 3.11% in Fiscal 2009. 


As a result of the foregoing, profit before taxation increased by ` 2,241.69 million, or 200.57%, to ` 3,359.35 

million in Fiscal 2009 from ` 1,117.66 million in Fiscal 2008. 


The provision for tax liabilities increased by ` 550.32 million, or 99.14%, to ` 1,105.39 million in Fiscal 2009 

from ` 555.07 million in Fiscal 2008. The increase in provision for taxation was primarily due to higher 

income of the Company in Fiscal 2009, which increased to ` 3,410.66 million from ` 1,195.50 million in 

Fiscal 2008. 

Profit after tax 

As a result of the foregoing, net profit after tax (before adjustments) increased by ` 1,692.12 million, or 

301.17%, to ` 2,253.96 million in Fiscal 2009 from ` 561.84 million in Fiscal 2008. As a percentage of total 

income, net profit after tax increased to 24.14% in Fiscal 2009 from 10.07% in Fiscal 2008. 

Restatement 

Our profit for Fiscal 2009 decreased by ` 77.92 million and our profit for Fiscal 2008 increased by ` 235.71 





Income 



2007 2008 % 


Coal beneficiation and allied receipts ............................................ 2,169.01 2,324.22 7.16% 

Sale of coal .................................................................................... 651.00 1,940.54 198.09% 

Sale of power ................................................................................. 130.10 569.80 337.97% 

Sale of sponge iron (1) .................................................................... 250.42 545.34 117.77% 

Sale of equipment .......................................................................... 15.57 24.68 58.51% 

Other income ................................................................................ 171.22 174.59 1.97% 

Total ............................................................................................. 3,387.32 5,579.17 64.71% 


Our total income increased by ` 2,191.85 million, or 64.71%, to ` 5,579.17 million in Fiscal 2008 from ` 

3,387.32 million in Fiscal 2007, primarily as a result of an increase in sale of coal and the full year effect of the 

increased power generation capacity resulting from the commencement of operations at our 30 MW Chakabura 

Power Plant. The results for Fiscal 2008 include the operations of our 30 MW Chakabura Power Plant for the 

entire year compared to only one month of operations included in the results for 2007. 


297

Coal beneficiation and allied receipts income increased by ` 155.21 million, or 7.16%, to ` 2,324.22 million in 

Fiscal 2008 from ` 2,169.01 million in Fiscal 2007, primarily due to an increase in the quantity of raw coal 

beneficiated at our coal beneficiation plants. Coal beneficiation and allied receipts income represented 64.03% 

and 41.66% of our total income in Fiscal 2007 and Fiscal 2008, respectively. 

Sale of Coal 

Sale of coal income increased by ` 1,289.54 million, or 198.09%, to ` 1,940.54 million in Fiscal 2008 from ` 

651.00 million in Fiscal 2007, primarily due to an increase in the sale of coal rejects, an increase in the average 

price realized per ton of coal rejects, an increase in the sale of beneficiated coal (after processing raw coal 

purchased in e-auction) and the sale of raw coal and an increase in the average price realized per ton of 

beneficiated coal (after processing raw coal purchased in e-auction) and the sale of raw coal. The increase in 

sale of coal rejects during Fiscal 2008 was ` 798.23 million as compared to Fiscal 2007 and the increase in the 

sale of beneficiated coal (after processing raw coal purchased in e-auction) and the sale of raw coal was ` 

498.77 million as compared to Fiscal 2007. Sale of coal income represented 19.22% and 34.78% of our total 

income in Fiscal 2007 and Fiscal 2008, respectively. 

Sale of Power 


130.10 million in Fiscal 2007, primarily due to full year operations of our 30 MW Chakabura Power Plant. 

Sale of power income represented 3.84% and 10.21% of our total income in Fiscal 2007 and Fiscal 2008, 

respectively. 


Sale of sponge iron income increased by ` 294.92 million, or 117.77%, to ` 545.34 million in Fiscal 2008 from 

` 250.42 million in Fiscal 2007, primarily due to an increase in the quantity sold and the average price realized 

per ton of the quantity sold. The quantity sold during Fiscal 2008 increased by 45.41% over the quantity sold 

during Fiscal 2007 and the average price realized per ton during Fiscal 2008 increased by 47.72% compared to 

the average price realized per ton during Fiscal 2007. Sale of sponge iron income represented 7.39% and 

9.77% of our total income in Fiscal 2007 and Fiscal 2008, respectively. We sold our sponge iron business on 

April 9, 2011. 


Sale of equipment income increased by ` 9.11 million, or 58.51%, to ` 24.68 million in Fiscal 2008 from ` 

15.57 million in Fiscal 2007, primarily due to increased sales to Spectrum Coal in Fiscal 2008. Sale of 

equipment represented 0.46% and 0.44% of our total income in Fiscal 2007 and Fiscal 2008, respectively. 

Other income 

Other income increased by ` 3.37 million, or 1.97%, to ` 174.59 million in Fiscal 2008 from ` 171.22 million 

in Fiscal 2007. Other income represented 5.05% and 3.13% of our total income in Fiscal 2007 and Fiscal 2008, 

respectively. 

Expenditure 

The total expenditure increased by ` 1,849.72 million, or 70.82%, to ` 4,461.51 million in Fiscal 2008 from ` 

2,611.79 million in Fiscal 2007. The increase was primarily attributable to: 


Purchase of coal increased by ` 431.58 million, or 124.13%, to ` 779.25 million in Fiscal 2008 from ` 347.67 

million in Fiscal 2007. This is primarily the result of an increase in the quantity of e-auction coal purchased 

and an increase in the quantity of coal rejects purchased due to an increase in the quantity of raw coal 

beneficiated at our coal beneficiation plants. The quantity of raw coal purchased in e-auction increased to 0.43 

million tons in Fiscal 2008 from 0.14 million tons in Fiscal 2007. Purchase of coal as a percentage of total 

income increased from 10.26% in Fiscal 2007 to 13.97% in Fiscal 2008. 

298


Our stock decreased by ` 31.58 million in Fiscal 2008 as compared to Fiscal 2007. This change was primarily 

the result of the increase in purchases of coal. Decrease/(increase) in stock represented 4.21% and 0.57% of 



Direct expenses increased by ` 738.43 million, or 51.21%, to ` 2,180.28 million in Fiscal 2008 from 

` 1,441.85 million in Fiscal 2007, primarily due to an increase in the quantity of raw coal beneficiated at our 

coal beneficiation plants and the full year of operations of our 30 MW Chakabura Power Plant. The increase 

relates to an increase in power and fuel costs of ` 137.43 million, an increase in materials consumed of ` 

198.77 million, an increase in transportation and loading charges of ` 187.06 million, an increase in energy 

duty charges of ` 9.74 million and an increase in expenses related to the repair, running and maintenance of 

plant and machinery of ` 247.07 million. However, there was a decrease of ` 45.16 in expenses related to the 

repair, running and maintenance of buildings and heavy vehicles. Direct expenses as a percentage of total 

income decreased from 42.57% in Fiscal 2007 to 39.08% in Fiscal 2008. 


Employee costs increased by ` 122.67 million, or 75.22%, to ` 285.75 million in Fiscal 2008 from ` 163.08 

million in Fiscal 2007, primarily due to an increase in remuneration of our Directors of ` 36.99 million and an 

increase in employees costs due to growth in the number of employees and an annual increase in salaries. 

Personnel cost as a percentage of total income increased from 4.81% in Fiscal 2007 to 5.12% in Fiscal 2008. 

Administrative and selling expenses: 


2008 from ` 323.04 million in Fiscal 2007, primarily due to an increase in rent of ` 14.71 million, an increase 

in rates, fees and taxes of ` 9.29 million, an increase in legal and professional fees of ` 18.87 million, an 

increase in travelling and conveyance of ` 7.67 million, an increase in coal handling charges paid to various 

agencies of ` 70.05 million, an increase in foreign exchange fluctuation loss of ` 11.01 million, an increase in 

bad debts written off of ` 77.15, an increase in interest on late payment of service tax of ` 17.42 . However, 

there was also a decrease in administrative and selling expenses primarily due to a decrease in deductions 

related to the quality/quantity of our products as charged by the customers of ` 26.48 million and a decrease in 

bank charges of ` 6.6 million. Administrative and selling expenses as a percentage of total income increased 

from 9.54% in Fiscal 2007 to 9.63% in Fiscal 2008. 

Depreciation 


million in Fiscal 2007, primarily due to the full year depreciation of our 30 MW Chakabura Power Plant, 

which was commissioned in February 2007, and depreciation related to our Gevra beneficiation plant, which 

was commissioned in March 2008. Depreciation as a percentage of total income decreased from 9.29% in 


Finance costs 

Interest and finance charges increased by ` 81.48 million, or 49.73%, to ` 245.34 million in Fiscal 2008 from ` 

163.86 million in Fiscal 2007, primarily due to an increase in interest on term loans related to our 30 MW 

Chakabura Power Plant. This interest was capitalized until February 2007 and was charged to finance cost 

after the commissioning of the project. Finance costs as a percentage of total income decreased from 4.84% in 


Profit before Tax 

As a result of the foregoing, profit before taxation increased by ` 342.13 million, or 44.12%, to ` 1,117.66 

million in Fiscal 2008 from ` 775.53 million in Fiscal 2007. 

299

Provision for Tax 

The provision for tax liabilities increased by ` 376.77 million, or 211.31%, to ` 555.07 million in Fiscal 2008 

from ` 178.30 million in Fiscal 2007. The primary components of this increase were a deferred tax charge of ` 

207.21 million and current income tax of ` 167.53 million. 

Profit after Tax 

As a result of the foregoing, net profit after tax decreased by ` 35.39 million, or 5.93%, to ` 561.84 million in 

Fiscal 2008 from ` 597.23 million in Fiscal 2007. This decrease is primarily due to an increase in provisions 

for tax during Fiscal 2008. 

Effect of Restatement 

Our profit for Fiscal 2008 increased by ` 235.71 million and our profit for Fiscal 2007 decreased by ` 72.28 




Liquidity and Capital Resources 

The coal beneficiation and power generation businesses are capital intensive. Our plan to construct the coal 

beneficiation plants and power projects that we currently intend to develop will require significant design, 

development and construction capital and the funding of operating losses during the start-up phase of each 

project. 

Cash Flows 

The table below sets forth selected data with respect to our cash flows for the periods presented: 

Fiscal 

2006 

Fiscal 

2007 

Fiscal 

2008 

Fiscal 

2009 

Fiscal 

2010 

Nine 

months 

ended 

December 

31, 2010 

(Amount in ` millions) 

Net cash provided by operating activities .. 668.87 (38.04) 1,046.38 2060.75 1,775.29 2,205.46 

Net cash used in investing activities .......... 

(2,070.28 

) (999.94) 

(1,550.14 

) 

(3,873.43 

) 

(4,073.32 

) (9,298.23) 

Net cash from financing activities ............. 3,197.28 463.02 1,545.40 5,479.51 1,830.71 4,375.53 

Net increase/(decrease) in cash and cash 

equivalents ............................................. 1,795.87 (574.96) 1,041.64 3,666.83 (467.32) (2,717.24) 

Cash and cash equivalents as of the end of 

the year ................................................... 1,955.48 1,380.52 2,422.16 6,361.40 6,235.98 3,518.74 

Cash flow from operating activities 

The net cash provided by operating activities in the nine month period ended December 31, 2010 was 

` 2,205.46 million, primarily due to operating profit before working capital changes of ` 2,704.23 million, an 

increase in current liabilities and provisions of ` 876.92 million, a decrease in other current assets of ` 13.01 

million, offset in part by an increase in inventories of ` 381.04 million, an increase in sundry debtors of ` 

108.18 million and an increase in loans and advances of ` 258.39 million. 

The net cash provided by operating activities in Fiscal 2010 was ` 1,775.29 million, primarily due to operating 

profit before working capital changes of ` 3,504.56 million, an increase in loans and advances of ` 457.42 

million, an increase in inventories of ` 196.88 million, an increase in sundry debtors of ` 135.26 million, offset 

in part by a decrease in other current assets of ` 0.72 million and an increase in current liabilities and 

provisions of ` 88.60 million. 

The net cash provided by operating activities in Fiscal 2009 was ` 2,060.75 million, primarily due to operating 

profit before working capital changes of ` 3,811.99 million, a decrease in loans and advances of ` 215.16 

million, offset in part by an increase in inventories of ` 522.23 million, an increase in sundry debtors of ` 

300

135.95 million, an increase in other current assets of ` 12.41 million and a decrease in current liabilities and 

provisions of ` 157.65 million. 

The net cash from operating activities in Fiscal 2008 was ` 1,046.38 million, primarily due to operating profit 

before working capital changes of ` 1,779.00 million, an increase in current liabilities and provisions of ` 

417.10 million, offset in part by an increase in inventories of ` 139.07 million, an increase in sundry debtors of 

` 446.15 million, an increase in other current assets of ` 2.41 million and an increase in loans and advances of 

` 227.88 million. 

The net cash used in operating activities in Fiscal 2007 was ` 38.04 million, primarily due to an increase in 

inventories of ` 231.62 million, an increase in sundry debtors of ` 404.18 million, an increase in loans and 

advances of ` 159.86 million and a decrease in current liabilities and provisions of ` 86.24 million, offset in 

part by operating profit before working capital changes of ` 1,078.35 million. 

Net cash flows used in investing activities 

Net cash used in investing activities was ` 9,298.23 million during the nine month period ended December 31, 

2010, primarily due to capital expenditures incurred on projects under construction, including our 270 MW 

Korba Power Project, our 50 MW Ratija Power Project and our Himgir beneficiation plant at Orissa. In 

addition, we paid ` 300.00 million to acquire the outstanding shares of Spectrum Power and ` 2,940.00 million 

to acquire 9,800,000 compulsorily convertible preference shares of SFI Parcel Services Private Limited. 

Net cash used in investing activities was ` 4,073.32 million during Fiscal 2010, primarily due to capital 

expenditures incurred on projects under construction, including our 270 MW Korba Power Project, our 50 

MW Ratija Power Project and our Himgir beneficiation plant at Orissa. In addition, we made a partial payment 

of ` 300.00 million to acquire 9.32% of the outstanding shares of Spectrum Power. 

Net cash used in investing activities was ` 3,873.43 million during Fiscal 2009, primarily due to capital 

expenditures incurred on projects under construction, including our 270 MW Korba Power Project, our 18 

MW Jharsuguda Power Project and our coal beneficiation plant and railway siding at Sambalpur. In addition, 

we paid ` 1,859.26 million to acquire Spectrum Coal. 

Net cash used in investing activities was ` 1,550.14 million during Fiscal 2008, primarily due to capital capital 

expenditures incurred on projects under construction, including our 18 MW Jharsuguda Power Project, our 

coal beneficiation plant and railway siding at Sambalpur, our Gevra beneficiation plant and the addition of 

2.00 million tons per annum of capacity at our Chakabura beneficiation plant 

Net cash used in investing activities was ` 999.94 million during Fiscal 2007, primarily due to expenditure 

incurred on our 30 MW Chakabura Power Project, our 18 MW Jharsuguda Power Project and railway siding at 

Sambalpur. 

Cash flows from financing activities 

For the nine month period ended December 31, 2010, our cash flow from financing activities was ` 4,375.53. 

This reflected a net increase in secured loans of ` 5,020.77 million and a net increase in unsecured loans of ` 

346.96 million. We used ` 1,113.45 million to pay interest and finance expenses and ` 131.32 million to pay 

dividend and tax on dividend. 

For Fiscal 2010, our cash flow from financing activities was ` 1,830.71 million. This reflected a net increase in 

secured loans of ` 2,307.42 million and an issue of share capital and securities premium of ` 579.44 million 

(net of repayment of share application money). We used ` 949.33 million to pay interest and finance expenses 

and ` 106.82 million to pay a dividend and tax thereon. 


secured loans of ` 4,728.07 million, a net increase in unsecured loans of ` 100.00 million and an issue of share 

capital of ` 1,208.24 million (net of repayment of share application money). The increase in secured loans was 

primarily a result of borrowings in Fiscal 2009 for the 270 MW Korba Power Project. We used ` 522.00 

million to pay interest and finance expenses and ` 34.8 million to pay a dividend and tax thereon. 

301


secured loans of ` 331.07 million, a net decrease in unsecured loans of ` 29.11 million and an issue of share 

capital of ` 1,526.99 (net of repayment of share application money). The increase in secured loans was a result 

of additional borrowings in Fiscal 2008, primarily for new projects, including our 18 MW Jharsuguda Power 

Project, our coal beneficiation plant and railway siding at Sambalpur and our Gevra coal beneficiation plant. 

We used ` 247.13 million to pay interest and finance expenses and ` 36.38 million to pay a dividend and tax 

thereon. 

For Fiscal 2007, our cash flow from financing activities was ` 463.02 million. This reflected a net increase in 

secured loans of ` 623.52 million, a net decrease in unsecured loans of ` 12.05 million and net proceeds from 

share application money of ` 34.27 million. We used ` 150.92 million to pay interest and finance expenses and 

` 29.30 million to pay a dividend and tax thereon. 

Indebtedness 

As of March 31, 2011, we had outstanding unsecured loans of ` 6.22 million and outstanding secured loans of 

` 16,532.22 million, consisting of working capital loans of ` 1,223.96 million and term loans of ` 15308.26 

million (including vehicle/equipment finance). Out of these, ` 11,054.44 million were rupee denominated term 

loans (including vehicle/equipment finance) and ` 5,483.99 million were foreign currency denominated term 

loans. As of March 31, 2011, we had fund based facilities of ` 21,155.65 million, of which ` 18,237.64 million 

was outstanding. 

Many of the financing arrangements are secured by a charge on current assets and fixed assets including plant 

and machinery, land and other assets. Our sundry debtors and inventories are subject to charges created in 

favour of specific secured lenders. 

Contingent Liabilities 

As of December 31, 2010, we did not have any contingent liabilities other than certain corporate and bank 

guarantees issued on behalf of our Subsidiaries and Group Company, service tax matters of ` 80.79 million 

that we are contesting, income-tax matters of ` 3.03 million that we are contesting and excise matters of ` 

60.46 million that we are contesting. For further details, please see Note 4 to Annexure IV to our restated 

consolidated financial information included on page F-31 of this Draft Red Herring Prospectus. 

Capital Expenditure 

Capital expenditures represent our fixed assets plus changes in capital work in progress (i.e., expenses incurred 

in relation to work in progress but not capitalised) and advance payments on account of capital expenditures. 

Our total capital expenditures during Fiscal 2008, 2009, 2010 and the nine months ended December 31, 2010 

were ` 1,606.76 million, ` 2,435.29 million, ` 4,180.27 million and ` 6,235.54 million respectively. 

As of December 31, 2010, we had contractually committed ` 2,966.11 million to our capital expenditure 

program. 

The following table sets out the capital expenditure of projects and amounts spent as of December 31, 2010 

and their respective estimated cost to completion. 

Amount 

deployed 

as of 

December 31, 

2010 

Estimated Cost 

to Completion 

Projects 

(` in millions) (` in millions) 

Korba Power Project (270MW thermal power project)...................................... 8,849.11 13,055.72 

Ratija Power Project (50MW thermal power project) ........................................ 1,390.51 2,435.32 

Chakabura Power Project (Phase II) (30MW thermal power project) ................ 50.30 1,520.87 

Raigarh Power Project (600MW thermal power project) (1) ................................ 223.29 28,435.92 

Sidhi Power Project (1,200MW thermal power project) .................................... 260.86 58,090.97 

Ratija Power Project (Phase II) (50MW thermal power project)........................ - 2,392.97 

Champa Power Project (1,200MW thermal power project) ............................... 4.06 60,723.83 

Total ................................................................................................................. 10,783.03 166,655.60 

302

(1) We have a 51% ownership interest in the Raigarh Power Project. Consequently, we are only required to fund 51% of 

the Estimated Cost to Completion. 

In respect of our coal beneficiation plants, the amount deployed for our current projects under construction as 

of December 31, 2010 is ` 1,163.17 million, and the estimated cost to completion is ` 4,340.00 million. 

In Fiscal 2012, 2013 and 2014, we expect to spend ` 24,641.55 million, ` 43,048.90 million and ` 41,514.24 

million, respectively, on our power projects under construction, implementation and development. For further 

details about our power projects, please see the section titled "Our Business" on page 136 of this Draft Red 

Herring Prospectus. We may also be required to make further investments to the extent of our proportional 

ownership interests in Spectrum Power and Maruti Clean Coal and Power Limited within the following two to 

three years. We estimate that these will amount to approximately ` 1,450.00 million and ` 1,080.00 million, 

respectively. For further details, please see the section titled "Our Business – Other Investments" on page 173 

of this Draft Red Herring Prospectus. 

Cash equivalents decreased from ` 6,235.98 million in Fiscal 2010 to ` 3,518.74 million in the nine months 

ended December 31, 2010. This decrease was primarily as a result of capital expenditures on our 270 MW 

Korba Power Project, 50 MW Ratija Power Project and beneficiation plant expansions as well as investments 

in Spectrum Power and SFI Parcels Private Limited. 

Our business involves significant working capital requirements. We have in the past relied principally on 

internal cash flow and other funds, affiliate loans, bank borrowings and advances from clients and we expect to 

continue to meet our working capital requirements with a combination of bank borrowings and operating cash 

flows. However, we cannot assure you that our coal beneficiation and power generation businesses will not 

consume our available capital resources more rapidly than anticipated. We will be required to raise additional 

capital to complete our planned projects in both our coal beneficiation and power generation businesses. We 

will seek to obtain additional funding through additional issuances of equity and/or debt securities and/or by 

securing new loans both at the level of our Company as well at the level of our subsidiaries and special 

purpose vehicles. 

Transactions with Associates and Related Parties 

From time to time, we enter into transactions with companies which are controlled by members of our 

Promoter Group and other related parties in the ordinary course of our business. For the nine months ended 

December 31, 2010, 0.21% of the revenue and 9.33% of our total expenditures related to transactions with 

related parties. The transactions with our related parties relate primarily to services provided to us by Sainik 

Mining and Allied Services Limited and Hasdeo Coal Carriers for logistics services, Global Coal for purchase 

of coal and Sindhu Holdings Limited, General Automobiles and Indus Automobiles for purchase of fuel and 

spares, companies/firms owned by our Promoters and their relatives. We also entered into related party 

transactions when we acquired our interests in Global Coal and Spectrum Power. For further details, please see 

the section titled "Financial Statements - Related Party Transactions" on page F-50 of this Draft Red Herring 

Prospectus. 

Contractual Obligations 

Debt obligations 

The following table summarizes our contractual debt obligations, excluding payments of interest, as of 

December 31, 2010 under our debt instruments. 

Within 1 

year 

1 to 3 

years 

3 to 5 

years 

More 

than 5 

years 

December 31, 2010 

Total 


Term loans including equipment finance and vehicle loans 

(both secured and unsecured) 

INR Loans (1) ...................................................................... 2,099.33 1,748.18 1,731.95 4,090.24 9,669.71 

Foreign Currency Loans (2) ................................................. 939.41 1,678.69 1,839.73 573.70 5,031.53 

3,038.74 3,426.87 3,571.68 4,663.94 14,701.23 

(1) These are fixed rate and floating rate notes and include equipment finance and vehicle loans and exclude working capital limit loans. 

(2) These loans are denominated in U.S. dollars. In order to reduce our currency exchange risks, we currently have hedging 

arrangements in relation to these foreign currency loans. 

303

Other contractual obligations 

The following table sets forth our other contractual obligations as of December 31, 2010: 

Within 1 

year 

1 to 3 

years 

3 to 5 

years 

More 

than 5 

years 


Total 


Other lease commitments (1) ............................................... 47.05 72.34 66.91 303.69 489.99 

Total contractual obligations ......................................... 47.05 72.34 66.91 303.69 489.99 

_________ 

(1) This includes rental of employee accommodations, guest houses, land, offices and railway siding, which do not fall within the 

definition of lease commitments under Indian GAAP. In addition, since the rent for future periods is undefined in most of our 

agreements, these are estimates based on the current rental rate. 

We also operate a defined benefit gratuity plan, whereby every employee who has completed five years or 

more of service is entitled to a payment on ceasing to be an employee equivalent to 15 days of his or her most 

recent salary for each completed year of service. The plan is unfunded except for in the case of one of our 

subsidiaries, in which case it is funded through Life Insurance Corporation of India, and the liabilities of the 

defined benefit gratuity plan were ` 59.66 million as of December 31, 2010. For further details, please see 

Note 2 (e) to Annexure III to our restated consolidated financial information included on page F-11 of this 

Draft Red Herring Prospectus. The above table also excludes contractual obligations related to capital 

expenditures, debt obligations and trade and other payables. For a discussion of contractual obligations related 

to capital expenditures, please see the section titled "Capital Expenditure" above. For a discussion of debt 

obligations, please see the section titled "Contractual Obligations – Debt Obligations" above. 

Quantitative and Qualitative Disclosure about Market Risk 

We are exposed to market risks associated with commodity prices and interest rates. The commodity price risk 

exposure results from market fluctuations in the selling price of electricity and in purchase price and 

transportation costs of other commodities, including coal and fuel. We are exposed to various types of market 

risks in the normal course of business. For instance, we are exposed to market interest rates and exchange rate 

movements on operating expenses. The following discussion and analysis, which constitute "forward-looking 

statements," summarize our exposure to various market risks. 

Credit Risk 

Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and 

financial institutions, as well as exposures to outstanding receivables from customers. All of our businesses 

maintain cash balances in order to meet settlement requirements for purchases and sales transactions. Any 

surplus funds are generally deposited in the working capital loan accounts to reduce the interest burden on 

account of utilization of such limits. 

Credit terms extended to our customers vary between zero and 60 days. To minimize the risk of a significant 

impact on the business due to a customer defaulting on its commitments, we closely monitor trade receivables. 

Bad debt provisions are calculated as a 100.0% provision for all trade receivables which are considered by 

management to be at significant risk of default. 

In our coal beneficiation and power generation businesses, we currently derive most of our operating revenue 

from contracts with state utilities. Payments by such entities are not currently secured by any form of credit 

support such as letters of credit, performance guarantees or escrow arrangements. Moreover, we also derive a 

significant portion of our revenue from a few major customers, increasing our credit risk further. 

Commodity Risk 

In respect of our sale of coal business, the price of our raw coal and products sold at negotiated prices, and 

consequently our revenues, are subject to the risk of fluctuation in prices of coal and coal products in the 

international markets. In respect of our power generation business, once our power projects enter commercial 

operation, we become dependent upon our suppliers for our fuel requirements. With respect to those PPAs 

where fuel is not a complete pass through expense, we are subject to variations in the price of fuel at rates 

fixed by such companies. We are also exposed to fluctuations in the price, availability and quality of the 

304

primary raw materials we require for the constructions of our projects. Of our commodity-driven risks, we are 

primarily exposed to risks associated with the generation, fuel procurement and power trading of electricity. 

We do not enter into any derivative transactions to hedge against our exposure to movements in such 

commodity prices. 

We have entered into certain long-term fuel supply agreements and long-term contractual obligations for sales 

of electricity to other load-serving entities. For further details, please see the section titled "Our Business" on 

page 136 of this Draft Red Herring Prospectus. 

Interest Rate Risk 

Our interest rate risk arises from long-term borrowings. As of March 31, 2011, ` 15,921.73 million, or 

96.27%, of our total fund-based indebtedness was at floating rates of interest. As a practice, we are not 

entering into hedging transactions to hedge against fluctuations in interest rates other than with regards to 

external commercial borrowing loans (discussed below). As of March 31, 2011, ` 10,437.74 million, or 

63.14%, of our total fund-based indebtedness that was at floating rates of interest was not hedged. We 

undertake debt obligations to support capital expenditures, working capital and general corporate purposes. 

Upward fluctuations in interest rates increase the cost of new debt and interest cost of outstanding variable rate 

borrowings and therefore increase the cost of projects. An increase in interest rates of 1% on our existing 

variable rate debt would increase our annual interest liability by approximately ` 103.82 million based on the 

secured loans outstanding of ` 16,532.22 as of March 31, 2011. 

Currency Exchange Risk 

Changes in currency exchange rates may affect our results of operation. As of March 31, 2011, approximately 

33.16% of our total fund-based indebtedness of ` 16,538.44 million was denominated in U.S. dollars. All of 

our external commercial borrowings outstanding as on March 31, 2011, both principal and interest, are fully 

hedged. We carry exchange rate risk in respect of equipment orders for which have been placed as of March 

31, 2011 to foreign suppliers. We also expect our future capital expenditures in connection with our proposed 

expansion plans to include expenditure in foreign currencies for imported equipment and machinery. 

Depreciation of the Indian rupee against the USD and other foreign currencies may adversely affect our results 

of operations by increasing the cost of any proposed capital expenditures in foreign currencies. 

Inflation 

India experienced very high levels of inflation from 2008 to 2010, with year on year inflation peaking at 

11.00% in April 2010. Year on year inflation has since fallen slightly but continues to be high and stood at 

8.30% in February 2011 (Data source: http://eaindustry.nic.in/wpi_data_display/display_data.asp). We set the 

price for our services and products based on various factors, including inflation. Inflation has, therefore, not 

had a significant impact on the results of our operations. 

Unusual or Infrequent Events or Transactions 

Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions that, 

to our knowledge, may be described as "unusual" or "infrequent." 

Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing 

Operations 

Except as described in the section titled "Industry Overview" on page 125 of this Draft Red Herring 

Prospectus, to our knowledge, there are no significant economic changes that materially affected or are likely 

to affect our income from continuing operations. 

Known Trends or Uncertainties 

Except as described in this Draft Red Herring Prospectus, particularly in the sections titled "Risk Factors," 

"Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 18 and 

280 of this Draft Red Herring Prospectus, respectively, to our knowledge, there are no known trends or 

uncertainties that are expected to have a material adverse impact on our revenues or income from continuing 

operations. 

305

Future Relationship Between Cost and Income 

Except as described in this Draft Red Herring Prospectus, particularly in the sections titled "Risk Factors," 

"Our Business" and "Management's Discussion and Analysis of Financial Condition and Results of 

Operations," on page 18, page 136 and page 280 of this Draft Red Herring Prospectus, respectively, to our 

knowledge there are no known factors that will have a material adverse impact on our operations and finances. 

New Products or Business Segments 

We have not announced and do not expect to announce in the near future any new products or business 

segments. 

Seasonality of Business 

Our operations may be adversely affected by difficult working conditions due to high temperatures during 

summer months and rain during monsoon that restrict mining activities and consequently decrease our coal 

beneficiation activities and curtail our ability to fully utilize our resources, particularly during the second 

quarter of our fiscal year. During periods of curtailed activity due to adverse weather conditions, we may 

continue to incur operating expenses, but our revenues from operations may be delayed or reduced. Although 

such adverse weather conditions do not typically have a material impact on our revenue from operations, 

abnormally hot summer months or rainy monsoons could have a material impact. We have also in the past 

faced an increase in the shortage of adequate rail transportation facilities for coal supplies during the third and 

fourth quarters of our fiscal year, when India tends to experience higher freight transportation activities, which 

may result in our inability to meet fully the typically higher demand for our coal and coal beneficiation 

services during these quarters. In respect of our power generation business, the demand for power peaks in the 

summer months and troughs in the monsoon months. 

Significant Dependence on a Single or Small Group of Suppliers or Customers 

We are not dependent on a single or a small group of suppliers in any of our businesses. In our sale of coal 

business, we are also not dependent on a single or a small group of customers. However, in our coal 

beneficiation business, we are dependent on a small group of customers for our revenues, since coal 

beneficiation is primarily performed for government entities engaged in power generation who have selected 

us for coal beneficiation through a public tendering process. In our power generation business, we currently 

have only two customers, Chhattisgarh SPTC and Maharashtra State Electricity Distribution Company 

Limited. We have also entered into contracts with Gujarat Urja Vikas Nigam Ltd. and Reliance Energy and 

Chhattisgarh SPTC in connection with the power plants that we have under construction. 

Competitive Conditions 

Please see the sections titled "Our Business – Competition," "Industry Overview" and "Risk Factors" on page 

173, page 125 and page 18, respectively, of this Draft Red Herring Prospectus for discussions regarding 

competition. 

Significant Developments after December 31, 2010 

Except as stated in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen since 

December 31, 2010, which is the date of the most recent financial statements included in this Draft Red 

Herring Prospectus, which materially and adversely affect or are likely to affect our profitability, our financial 

condition or our ability to pay our material liabilities within the next 12 months. 

306

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 

Except as stated below there are no outstanding litigations, suits, criminal or civil prosecutions, proceedings or 

tax liabilities against our Company, our Subsidiaries, Directors, Promoters and Group Companies, and there 

are no defaults, non-payment of statutory dues, over-dues to banks/financial institutions, defaults against 

banks/financial institutions, defaults in dues payable to holders of any debenture, bonds and fixed deposits and 

arrears of preference shares issued by our Company, defaults in creation of full security as per terms of 

issue/other liabilities, proceedings initiated for economic/civil/any other offences (including past cases where 

penalties may or may not have been awarded and irrespective 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 or 

Subsidiaries and no disciplinary action has been taken by SEBI or any stock exchanges against our Company, 

Promoter or Directors. Unless stated to the contrary, the information provided below is as of the date of this 

Draft Red Herring Prospectus. 

I. Litigation involving our Company 

Outstanding litigation and proceedings initiated against our Company 

Criminal 

1. Case RC No. 124 2009 A0007 under section 120B, 420 and 406 of the Indian Penal Code read with 

Section 13(4) of the Prevention of Corruption Act, 1988 by Central Bureau of Investigation 

A case (RC 124 2009 A0007) under section 120B, 420 and, 406 of Indian Penal Code (“IPC”) and under 

section 13(4) of Prevention of Corruption Act, 1988 (“PCA”) was registered by the Central Bureau of 

Investigation (“CBI”) Bhilai Branch against our Company for the alleged pilferage of coal reported in an 

article published in a local newspaper. The issue in the case actually pertained to the dispatch of beneficiated 

coal to Suratgarh power station of Rajasthan Vidyut Utpadan Nigam Limited (“RUVNL”) instead of 

dispatching the same to another power station of RUVNL situated at Kota. Pursuant to the said case, a search 

was conducted at the Corporate Office of the Company on September 9, 2009 wherein, certain documents 

were obtained by the CBI from our Company. A search list detailing the documents obtained by the CBI was 

provided to the Company. The Company is not aware of the status of the case, other than the aforementioned 

search list, as it has not received any notice, intimation or documents in respect of the aforesaid case. 

2. Case RC No. AC2-2010-A-0002 under section 120B of the IPC read with sections 7 and 12 of the PCA 

by the CBI against Mr. M.P. Dixit, Chairman cum Managing Director of South Eastern Coal Field 

(“SECL”) and others 

A case (RC No. A2 2010 A0002) was registered by the CBI on May 25, 2010 under section 120B of the IPC 

read with section 7 and 12 of the PCA against Mr. M.P. Dixit, who was the Chairman cum Managing Director 

of SECL and certain other persons allegedly involved in receiving/giving illegal gratification. Our Company is 

not a party to this case, however, during the course of investigations against Mr. M.P. Dixit, the CBI 

questioned one of our Promoters, Mr. Vir Sen Sindhu and one of our employee, Mr. Naval Kishore and 

conducted searches at the Registered Office and Corporate Office of the Company for the alleged involvement 

in the payment of illegal gratification to the accused, Mr. M.P. Dixit of approximately ` 5 million. Mr Vir Sen 

Sindhu and Mr. Naval Kishore, vide separate orders dated October 20, 2010 were granted protection by the 

Special Judge, CBI, New Delhi wherein the learned judge stayed the arrest of Mr. Vir Sen Sindhu and Mr. 

Naval Kishore till January 25, 2011. Thereafter, vide order dated February 07, 2011 the court of Special Judge, 

CBI has further stayed the arrest of Mr. Vir Sen Sindhu and Mr. Naval Kishore till April 15, 2011 which has 

further been extended to August 18, 2011. 

Statutory 

1. Suo moto Petition No. 21/2009 (M) before the Chhattisgarh State Electricity Regulatory Commission 

Raipur (“Commission”) against Chhattisgarh State Power Distribution Company Limited, Chhattisgarh 

State Power Transmission Company Limited, our Company and others 

On April 15, 2009, the Commission issued a show cause notice under section 142 of Electricity Act, 2003 to 

Chhattisgarh State Power Distribution Company Limited, Chhattisgarh State Power Transmission Company 

Limited and certain companies including our Company with respect to non-compliance of the connectivity 

307

conditions prescribed in clause 4.1.2 and clause 4.1.4 of the Chhattisgarh State Electricity Grid Code, 2007 

(“Electricity Code”). It was alleged that as per the provisions of the Electricity Code, a generating company 

was required to obtain separate connectivity in accordance with clause 4.1.2 and clause 4.1.4 of the Electricity 

Code by March 31, 2009 and as our Company had not applied for separate connectivity nor informed the 

Commission about the reasons for not obtaining separate connectivity, the Commission issued this show cause 

notice threatening initiation of proceedings under section 142 of the Electricity Act, 2003, and disconnection 

of supply of electricity to our Company. Our Company by way of replies dated May 29, 2009 and August 6, 

2009 submitted that the work for an independent 132 KV dedicated transmission line is under progress and is 

being erected by Chhattisgarh State Power Transmission Company Limited, for which our Company has been 

pursuing Chhattisgarh State Power Transmission Company Limited to expedite the erection of the 

transmission line so as to ensure compliance with the Electricity Code. Our Company further prayed for 

relaxation of the time limit prescribed under clause 4.1.4 of the Electricity Code and revocation of this show 

cause notice. Our Company has further stated that pending construction of the aforementioned 132 KV 

transmission line it is sourcing its requirements from the 132 KV DCBA Korba-BANGO line. The matter is 

currently pending. 

Writ Petitions 

1. Mr. Amit Singh Walia and Mr. Manish Yadav v. State of Chhattisgarh, our Company, Mr. Rudra Sen 

Sindhu, Mr. Kripal Sindhu, Mr. Vrit Pal Sindhu, Sindhu Holdings Private Limited and Mr. Raju Kedia 

Writ Petition No. 3697 of 2005 before the High Court of Chhattisgarh at Bilaspur 

Mr. Amit Singh Walia and Mr. Manish Yadav (collectively referred to as the “Petitioners”) had filed this writ 

petition before the Chhattisgarh High Court on July 10, 2005 to restrain our Company from utilizing certain 

lands at villages Dipka, Kutechna, Katkidabri and Dhatura on the grounds that such land was purchased at 

prices which were lower than the prevailing market prices, as assessed by the sub-registrar. The Petitioners 

have alleged various deficiencies in respect of utilization of such land for commercial purposes by our 

Company and have further alleged that the stamp duty on the sale deeds conveying such land was paid by our 

Company on the basis that such land was agricultural land. The Petitioners inter-alia prayed for an inquiry to 

be conducted by CBI or any other agency of government of Chhattisgarh and a writ of mandamus for 

restraining the use of the land in question without obtaining a diversion order and direct respondents (including 

our Company) and their employees to restore the sold land to the original bhumiswami.. 

Subsequently, by way of an application dated April 4, 2006, the Petitioners had prayed for an ad-interim order 

restraining our Company from utilizing the aforesaid land. Our Company on April 19, 2006 and April 24, 2006 

filed its replies wherein it denied the aforesaid allegations on the basis that the stamp duty was paid in 

accordance with the market value of the land. Further, the original land owners had not joined this writ petition 

and no complaint in this regard has been made by them. The Chhattisgarh High Court had, by way of interim 

orders dated April 5, 2006 and May 3, 2006, granted status quo to the Petitioners, pursuant to which our 

Company was restrained from utilizing the aforesaid land for any commercial or non-agricultural purposes. 

Our Company filed a Special Leave Petition before the Supreme Court against the said interim orders, wherein 

inter-alia, it contended that there was no public interest in the public interest litigation filed by the Petitioners 

and the public interest litigation was motivated by business rivals of our Company. The Supreme Court vide its 

order dated August 26, 2010 disposed off the Special Leave Petition filed by the Company and directed the 

Petitioner(s) to withdraw the petition no 3697 0f 2005. We have filed the order dated August 26, 2010 passed 

by the Supreme Court before Chhattisgarh High Court. No order has been passed by the High Court and the 

matter is currently pending. 

2. Mr. Amit Singh Walia and Mr. Ashish Purohit v. State of Chhattisgarh, our Company, and Others 

Writ Petition No. 2214 of 2006 before the Chhattisgarh High Court 

Mr. Amit Singh Walia and Mr. Ashish Purohit (collectively the “Petitioners”) had filed this writ petition 

before the Chhattisgarh High Court on April 25, 2006 to restrain our Company from utilizing certain land at 

village Kasaipali on the grounds that such land was purchased at a price which was lower than the prevailing 

market price, as assessed by the sub-registrar and had subsequently been diverted for purpose other than 

agricultural purposes in the alleged violation of the Presidential Order dated December 31, 1977 and the 

diversion orders so obtained are null, void and non est. The Petitioners inter-alia have alleged various issues in 

respect of utilization of such land for commercial purposes by our Company and that the stamp duty on the 

sale deeds conveying such land was paid by our Company on the basis that such land was agricultural land. 

308

The Petitioners had also prayed for an ad-interim order restraining our Company from utilizing the aforesaid 

land. Our Company by way of a reply dated June 14, 2006 denied the aforesaid allegations on the basis that the 

stamp duty realised was in accordance with the prescribed market value as per the guidelines framed by the 

Collector Korba and there has been no evasion of stamp duty. Further, the original land owners had not joined 

this writ petition and no complaint in this regard has been made by them. Further, it was stated by our 

Company that the diversion orders are not illegal as the sub –clause 6(ee) of Section 165 of the Land Revenue 

Code of Chhattisgarh (“Chhattisgarh Code”) which put a prohibition on diversion was omitted with effect 

from January 25, 2006. The Chhattisgarh High Court vide its order dated May 2, 2006 inter-alia directed our 

Company not to use the land in question without taking the recourse of law. This matter is currently pending. 

3. TN Godavarman Thirumalpad v. Union of India, our Company, and Others 

Interlocutory Application No. 1335 of 2005 in Writ Petition No. 202 of 1995 before the Supreme Court of 

India 

This Interlocutory Application (“I.A.”) was filed by the Central Empowered Committee (“CEC”), which is set 

up by the Supreme Court to supervise and monitor compliance of the forest laws in the matter of T. N. 

Godavarman Thirumalpad v. Union of India. Maruti Clean Coal and Power Limited (“MCCPL”) was allotted 

land by the Chhattisgarh government in village Ratija, district Korba, in the year 2002 for setting up a coal 

washery. That land was acquired by SECL in 1985. A public interest litigation challenging the said allotment 

of land by the State Government of Chhattisgarh to MCCPL was filed by Mr. Deepak Aggarwal wherein it 

was alleged that the land is a forest land and the same is owned by SECL. The matter was referred to CEC by 

the Supreme Court to examine whether this land is a forest land or not. In its first report, CEC observed that 

the land in question is a forest land and washery operations of MCCPL shall not be allowed to commence on 

the said land. MCCPL objected to the observations and stated that public interest litigation was a motivated 

writ and requested for a re-examination of the matter, pursuant to which the matter was again referred to CEC 

and CEC revised its earlier finding and was of the view that the land in issue was not a forest land. The public 

interest litigant filed objections to this finding and produced satellite pictures showing the area as dense forest 

prior to its allotment to MCCPL before the Supreme Court. 

The Supreme Court again referred the matter for the third time to CEC to re-examine in the light of these 

photographs. The CEC inspected the disputed land in the state of Chhattisgarh and submitted its third report 

with the Supreme Court on May 11, 2005. The CEC reiterated its earlier stand as taken in the second report 

that the land allotted to MCCPL is not a forest land but also filed this I.A. with Supreme Court stating interalia 

that during their visit to the area/land in question they alleged large scale coal pilferage in that area and 

indicated the involvement of SECL officials and the Company in this matter. The I.A. was registered by the 

Supreme Court as a separate interlocutory application no. 1335/2005 on May 13, 2005 and issued notice to the 

Ministry of Coal and State of Chhattisgarh and tagged this I.A. with the public interest petition filed by Mr. 

Deepak Aggarwal. The Court dismissed the public interest litigation filed by Mr. Deepak Aggarwal. The 

proceedings against our Company in respect of the I.A. continued. The Ministry of Coal filed their replies in 

August, 2005 and November 2007 in relation to the I.A. The Supreme Court referred the matter to the 

Secretary, Ministry of Home (“Ministry”) for his report on November 6, 2009. Our Company received a 

notice from Ministry dated January 14, 2010 pursuant to which our Company presented its case before the said 

Ministry in February 2010 and thereafter, our Company has not received any information. The matter is 


4. Mr. M. Rajshekhar and Mr. O.P .Nirmalkar v. State of Chhattisgarh, our Company, and Others 


Mr. M. Rajshekhar and Mr. O.P. Nirmalkar (collectively referred to as the ‘Petitioners) filed this writ petition 

before the Chhattisgarh High Court in May 2006 to restrain our Company from utilizing certain land at village 

Chakabura/ Kasaipali. The Petitioners inter-alia alleged that the said land parcels were purchased at a price 

which was lower than the prevailing market price, as assessed by the sub-registrar (b) were also diverted by 

our Company for commercial use in violation of the Chhattisgarh Code. The Petitioners inter-alia have made 

further allegations in respect of usage of the land parcels for commercial purposes and insufficient payment of 

stamp duty. The Petitioners have prayed for an ad-interim order restraining our Company from utilizing the 

aforesaid land for purposes other than agricultural purposes. Our Company has submitted its reply in August 

2006 wherein it denied the aforesaid allegations and contended that the stamp duty paid was as per law and in 

accordance with the guidelines framed by the Collector, District Korba and there has been no evasion of stamp 

309

duty. Further, the original land owners have not been made a party to this writ petition and no complaint in this 

regard has been made by them. This matter is currently pending. 

5. Mr. M. Rajshekhar and Mr. O.P. Nirmalkar v. State of Chhattisgarh, our Company, and Others 


Mr. M. Rajshekhar and Mr. O.P. Nirmalkar filed this writ petition before the Chhattisgarh High Court in 

February 12, 2006 challenging the omission of clause 6(ee) of section 165 of the Chhattisgarh Code by virtue 

of the Chhattisgarh Land Revenue Amendment Act, 2005. Clause 6(ee) of section 165 of the Chhattisgarh 

Code requires that the agriculture land transferred by a bhumiswami other than a bhumiswami, belonging to an 

aboriginal tribe declared as such under section 6 of the Chhattisgarh Code, shall not be diverted for any other 

purpose before the expiry of period of 10 years from the date of transfer of the agricultural land. The Clause 

6(ee) of Section 165 of the Chhattisgarh Code was omitted by the state legislature with effect from January 25, 

2006 and the omission of this clause was challenged by the aforementioned writ petition inter-alia on the 

ground that the said sub section 6 (ee) of the Section 165 of the Chhattisgarh Code had been applicable in 

relation to land earmarked as scheduled land under Schedule V of the Constitution of India for the upliftment 

of the aboriginal tribes and consequently, state government lacks jurisdiction to amend the same and the said 

power vests with the Governor of the state. Our Company filed an impleadment application in this writ 

petition. The writ petition is currently pending and the Chhattisgarh High Court passed an interim order that 

during the pendency of this writ petition, no diversion order will be passed in the state of Chhattisgarh, which 

order is still in operation. 

6. Union of India, represented by General Manager, South East Central Railway, Bilaspur and Others v. 

our Company 

Writ Petition No.19486 of 2009 before the Madras High Court of Judicature at Madras 

A writ petition (no.19486 /2009) was filed by Union of India through General Manager, South East Central 

Railway before the Madras High Court against the order dated January 27, 2009 passed by the Railway Rate 

Tribunal, No.5, Chennai in the Complaint No. 11/2005. The said complaint was filed by our Company against 

Railway Authorities to declare the charging of washed coal for the weight of CC+4 tonne as unreasonable and 

fix reasonable chargeable weight for the washed coal transportation. The Railway Rate Tribunal vide its 

aforesaid order while partially dismissing the complaint filed by our Company inter-alia directed the refund of 

excess penal charges collected from our Company, failing which interest at the rate of 9% shall be levied on 

the said amount. The General Manager, South East Central Railway filed this writ petition challenging the 

partial relief granted to our Company and inter-alia prayed for a writ of certiorari. The matter is currently 

pending. 

Civil 

1. Chhattisgarh State Power Distribution Company Limited (“CSPDCL”) v. our Company and another 

Civil Appeal no. 4968-69 of 2010 before the Supreme Court of India 

Our Company on February 27, 2007, installed a coal rejects based generating station having a capacity of 30 

MW at Chakabura. A power purchase agreement for purchase of 25 MW of power was also executed between 

our Company and the Chhattisgarh State Electricity Board and 3 MW out of the remaining portion of the 

balance power was self consumed by our Company for its washeries located at Dipka and Gevra in the state of 

Chhattisgarh. Subsequently, our Company installed and erected the necessary infrastructure for selfconsumption 

of electricity for its washeries. A show cause notice was issued by the Chhattisgarh State 

Electricity Regulatory Commission (“CSERC”) against our Company on August 12, 2008 directing our 

Company not to supply electricity to its washeries from the Chakabura plant since it did not constitute a 

captive power plant under the Electricity Act, 2003. The CSERC further filed a petition no. 10 of 2008 against 

our Company wherein it alleged that the supply of power by our Company to its washeries was in violation of 

the Electricity Act, 2003. Our Company filed a counter petition no. 11 of 2008 before the CSERC seeking 

permission to supply electricity to its washeries by paying the applicable cross subsidy charges. The petition 

no. 10 of 2008 and petition no. 11 of 2008 were disposed off vide order dated January 23, 2009 by the CSERC 

which directed our Company to discontinue supply of power to its washeries and either obtain supply of 

electricity to its industries from the distribution licensee or supply its industries own power through open 

access in accordance with applicable laws and regulations. 

310

Our Company filed a review petition no. 16 of 2009 against the aforesaid order of CSERC which was rejected 

by CSERC vide its order dated May 25, 2009. Thereafter, the CSERC and our Company preferred appeal no. 

119 of 2009 and appeal no. 125 of 2009, respectively before the Appellate Tribunal for Electricity at New 

Delhi. On February 09, 2010, vide its common order, the Appellate Tribunal for Electricity allowed the appeal 

no. 125 of 2009 filed by our Company and dismissed the appeal no. 119 of 2009 filed by CSERC. Aggrieved 

by the said order, CSERC filed a civil appeal no. 4698-69 of 2010 against our Company before the Supreme 

Court of India. The Supreme Court vide its order dated July 30, 2010 admitted the appeal preferred by CSERC 

and until further orders, has stayed the operation of the order dated February 09, 2010 passed by the Appellate 

Tribunal for Electricity. The Supreme Court also ordered that the supply of electricity by our Company to its 

washeries on payment of cross subsidiaries charges will continue till further orders are passed. The civil appeal 

is currently pending. 

Tax 

Notices 

1. Show Cause Notice dated October 24, 2008 bearing C. No. DL-II/ST/R-17/SCN/ACBPL/53/07/2079 

issued by the Commissioner of Service Tax, Delhi 

Our Company had received a show cause notice bearing no. DL II/ST/R-17/SCN/ACBPL/53/07/2079 dated 

October 24, 2008 issued by the Commissioner of Service Tax, Delhi in relation to inter-alia (i) non-payment 

of Service Tax on commission received as per the agreement between our Company and M/s. Electronic 

Corporation of India dated December 10, 2002 ; (ii) short payment of Service Tax under section 68 of the 

Finance Act, 1994 (“Finance Act”) on the gross value of taxable service received as consideration under the 

aforementioned agreement; (iii) Service Tax payable under section 68 of the Finance Act on account of 

provision of taxable service; (iv) service tax payable under section 68 of the Finance Act on account of 

provision of cargo handling service; (v) differential amounts of taxable service in relation to financial years 

2006 and 2007; (vi) irregular availment and utilization of Cenvat credit in contravention of Cenvat Credit 

Rules, 2004; (vii) imposition of penalty in terms of section 76 of the Finance Act for failure to pay service tax 

and education cess when due; (viii) failure to furnish prescribed returns with correct and complete details; (ix) 

suppression and concealing the value of taxable services with the intent of evading payment of service tax and 

education cess. Our Company has filed a reply to this show cause notice on May 5, 2009 alleging that the 

demands raised therein are not sustainable and therefore the penal provisions under sections 76, 77 and 78 are 

not invocable. Further, our Company prayed that the proceedings initiated by way of this show cause notice be 

quashed. However, our Company has on August 6, 2009 received a letter from the Assistant Commissioner of 

Service Tax, Delhi requisitioning further information for issuance of a subsequent show cause notice. The total 

amount involved in the matter aggregates approximately to ` 175 million and the matter is currently pending. 

2. Notice under section 154, 155 of the I.T. Act issued by the Deputy Commissioner of Income Tax 

Our Company has received a notice under section 154, 155 of the I.T. Act dated March 15, 2011 issued by the 

Deputy Commissioner of Income Tax Circle 2(1), New Delhi whereby the assessing officer has proposed to 

amend the assessment order dated March 31, 2010 for the A.Y. 2008-09 by disallowing ` 8.92 million being 

capital work in progress claimed as expense by our Company. The amount involved in this notice is ` 3.03 

million Our Company has filed a reply dated April 6, 2011 with the assessing officer. 

3. Our Company v. Commissioner of Service Tax- Appeal No. ST/471 of 2008 before the Customs, Excise 

and Service Tax Appellate Tribunal, New Delhi 

Our Company was issued two show cause notices dated September 7, 2006 bearing F. No. 

DGCEI/MZU/I&Is‘D’/30-73/2006/8211 and IS “D”/30-73/2006by the Directorate General of Central Excise 

Intelligence which alleged that from September 10, 2004 to March 31, 2006, an amount of approximately ` 

170 million was received as service charges by our Company including a bonus of ` 1.6 million from the 

Maharashtra State Electricity Board for reducing the ash content in the beneficiated coal below the prescribed 

limit constitutes the value of taxable service provided by our Company in the category of business auxiliary 

service. Further, in respect of certain scrutinized contracts, it was alleged that our Company received an 

amount of ` 9.7 million from August 16, 2002 to March 31, 2006 towards loading and unloading of coal, 

which was taxable under the category of cargo handling service. Furthermore, it was alleged that our Company 

recovered service tax of ` 1.17 million from cement and sponge iron manufacturers, which is payable under 

311

Section 73A of the Finance Act along with interest and is a part of our Company’s total tax liability of ` 177 

million in respect of business auxiliary service and ` 8.5 million for cargo handling service under Section 73 of 

the Finance Act. Our Company, in its reply dated November 13, 2007 had refuted the allegations in the 

aforesaid show cause notice and further claimed that the show cause notice was barred by limitation and that 

the beneficiation of coal is an activity in relation to mining of minerals and is taxable with effect from June 1, 

2007 and not covered under the two alleged heads. However, the Commissioner of Service Tax, by way of an 

order dated April 30, 2008 bearing no. 44/VKG/2008 and issued subsequently on May 2, 2008 held that 

beneficiation of coal was taxable under the category of business auxiliary service and that our Company was 

providing cargo handling services in respect of loading, unloading and transportation charges collected from 

its clients. Our Company has filed this appeal before the Customs, Excise and Service Tax Appellate Tribunal, 

New Delhi in 2008 praying inter-alia that the aforesaid order dated April 30, 2008 be set aside; that the 

demand of service tax amounting to approximately ` 16.5 million in the category of business auxiliary service 

and ` 8.59 million in the category of cargo handling service be dropped with consequential relief that the 

amount of ` 11.77 million should be held as a part of ` 9.07 million already deposited with the department and 

that the penalties imposed be quashed. The Customs, Excise and Service Tax Appellate Tribunal 

(“CESTAT”), New Delhi vide its order dated August 19, 2008 has admitted the appeal and waived the 

requirement of pre-deposit of the remaining amount of service tax and penalties. The total amount involved in 

the appeal aggregates approximately to ` 186 million and the appeal is currently pending. 

4. Our Company v. Additional Commissioner of Income Tax Range 2, New Delhi -Appeal No. 73/09-10 

before the Commissioner of Income Tax (Appeals)-V, New Delhi for the A.Y. 2007-08 

Our Company on December 18, 2009 has filed an appeal under section 246A of the I.T. Act before the 

Commissioner of Income Tax (Appeals)-V (“CIT Appeals”), New Delhi against the assessment order for the 

A.Y. 2007-08 dated November 25, 2009 passed by the Additional Commissioner of Income Tax, Range-II, 

New Delhi. The Additional Commissioner of Income Tax vide its aforesaid order has disallowed amounts of ` 

1.94 million and ` 0.36 million under section 14A of the I.T. Act and ` 0.36 million under section 40A(2)(b) 

of the I.T. Act, and on account of interest paid to a related party. The total amount involved in the appeal is ` 

0.79 million and the appeal is currently pending. 

5. Our Company v. Deputy Commissioner of Income Tax, Circle 2(1), New Delhi -Appeal No.265963 

dated April 26, 2010 before the CIT Appeal-V, New Delhi for the A.Y. 2008-09 

Our Company on April 26, 2010 has filed an appeal under section 246(A) of the I.T. Act before the CIT 

Appeals-V, New Delhi against the assessment order dated March 31, 2010 for the A.Y. 2008-09 passed by 

Deputy Commissioner of Income Tax, Circle 2(1), New Delhi. The Deputy Commissioner of Income Tax has 

disallowed an amount of ` 1.20 million under section 14A of the I.T. Act, and ` 0.01 million on account of 

addition under section 40A(2)(b) of the I. T. Act, 1961; ` 0.3 million being village welfare expenses treated as 

charity and donation expenses and ` 4.70 million being late deposit of employees share of provident fund. The 

total amount involved in the appeal is ` 4.15 million and the appeal is currently pending. 

6. Our Company v Deputy Commissioner of Income Tax, Circle 2(1), New Delhi-Appeal No. 266138 dated 

April 11, 2011 before the CIT Appeals -V, New Delhi for the A.Y. 2009-10 

Our Company has filed an appeal before CIT Appeals on April 11, 2011 against the assessment order dated 

March 11, 2011 passed by the Deputy Commissioner of Income Tax, Circle 2(1), New Delhi for the A.Y. 

2009-10 wherein the assessing officer has disallowed ` 8.13 million on account of section 14 A of the I.T. Act; 

` 0.47 million on account of charity and donation; ` 6.74 million on account of capital work in progress 

written off and ` 0.17 million being difference between annual information reporting and disclosure by 

Company. The total amount involved in the appeal is ` 5.27 million and the appeal is currently pending. 

Compounding application dated May 24, 2011 filed with the RBI on May 25, 2011 

Our Company by way of an application dated January 3, 2011, sought the approval of the FIPB for the 

subscription to 298,705 Equity Shares upon the conversion of 298,705 warrants by Pineridge. These warrants 

were issued by our Company to Pineridge, by way of a preferential allotment under the foreign direct 

investment route. On May 9, 2011, FIPB granted its ex-post facto approval for the issuance of 298,705 

warrants and their subsequent conversion into Equity Shares on March 14, 2008. The FIPB approval is subject 

to compounding by the RBI. Accordingly, on May 24, 2011, our Company filed a compounding application 

312

with the RBI in accordance with the Foreign Exchange (Compounding Proceedings) Rules, 2000. The 

compounding application is currently pending. 

Outstanding litigation and other proceedings initiated by our Company 

Civil 

1. Our Company v. Union of India through General Manager, South East Central Railways, Bilaspur and 

Others 

Writ Petition No. 23848 of 2009 before the Madras High Court 

Our Company has filed a writ petition in 2009 before the Madras High Court against the order dated January 

27, 2009 passed by the Railway Rate Tribunal, No.5, Chennai in the Complaint No. 11/2005. The complaint 

was filed by our Company inter-alia to declare the charging of washed coal for the weight of CC+4 tonne as 

unreasonable and fix reasonable chargeable weight for the washed coal transportation. The Railway Rate 

Tribunal vide its order dated January 27, 2009 partially dismissed the complaint filed by our Company and 

inter-alia directed the refund of excess penal charges collected from our Company, failing which interest at the 

rate of 9% shall be levied on the said amount. Our Company has filed a writ petition against the order dated 

January 27, 2009 before the Madras High Court, which is currently pending. 

Litigation involving the Directors of our Company 

A. Mr. Rudra Sen Sindhu 

Civil 

1. Contract Labour Act Case No. 169 of 2007 

A prosecution report under section 23, 24 of the Contract Labour (Regulation and Abolition) Act, 1970 

(“CLRA”) was filed on July 1, 2007 before the Court of the Chief Judicial Magistrate, Dhanbad by the Labour 

Enforcement Officer (Centre) Katrasgarh against M/s. Sainik Mining and Allied Services Limited (”SMASL”) 

and Mr. Rudra Sen Sindhu, (one of the Directors of our Company), in his capacity as director of SMASL. The 

Court of the Chief Judicial Magistrate took cognizance of the offence under the aforementioned sections and 

transferred the case to I st Class Magistrate, Dhanbad for disposal in accordance with law and issued summons 

to Mr. Rudra Sen Sindhu to appear before the I st Class Judicial Magistrate on August 1, 2007. As Mr. Rudra 

Sen Sindhu was not aware of the said proceeding he could not appear before the Court and due to the nonappearance, 

bailable warrants were issued against him. The matter is currently pending. 

Securities laws 

2. Mr. Rudra Sen Sindhu, one of the Directors of our Company was also a director on the board of Indus 

Portfolio Private Limited Company (“IPPL”), which is engaged in securities related business. An inquiry was 

conducted by Delhi Stock Exchange into the trading in scrip of Kinetic Capital Services Limited (“Kinetic”) 

and Shubh International Limited (“Shubh”), wherein it was observed that IPPL had dealt with an unregistered 

broker in respect of the trading of the scrips of Kinetic and Shubh and failed to exercise due skill, care and 

diligence in the conduct of its business. IPPL had requested for a lenient view to be taken in the matter and 

SEBI, while taking a lenient view, vide its order dated November 29, 2001 warned IPPL to be careful in 

future. 

B. Mr. Kuldeep Singh Solanki 

Labour 

1. Enquiry by the Regional Provident Fund Commissioner 

One of our Directors, Mr. Kuldeep Solanki, in his capacity as an erstwhile director of M/s. Black Angels 

Securities Services (Private) Limited, received a notice no. E/DL/28679/7A/C-IV/4047 dated March 10, 2011 

from the Regional Provident Fund Commissioner enquiring the determination of provident fund dues in 

respect of the aforesaid company. The Regional Provident Fund Commissioner has issued another notice no. 

313

E/DL/28679/7AC-IV3622, dated February 23, 2011 to Mr. Kuldeep Singh Solanki on the similar issue. The 



A prosecution report under section 23, 24 of the CLRA was filed on July 1, 2007 before the Court of the Chief 

Judicial Magistrate, Dhanbad by the Labour Enforcement Officer (Centre) Katrasgarh against M/s. Sainik 

Mining and Allied Services Limited (“SMASL”) and Mr. Kuldeep Singh Solanki, (one of the Directors of our 

Company), in his capacity as managing director of SMASL. The Court of the Chief Judicial Magistrate took 

cognizance of the offence under the aforementioned sections and transferred the case to I st Class Magistrate, 

Dhanbad for disposal in accordance with law and issued summons to Mr. Kuldeep Singh Solanki to appear 

before the I st Class Judicial Magistrate on August 1, 2007. As Mr. Kuldeep Singh Solanki was not aware of the 

said proceeding he could not appear before the Court and due to non-appearance, bailable warrants have been 

issued against him. The matter is currently pending. 


A prosecution report under section 23, 24 of the CLRA was filed on May 27, 2008 before the Court of Chief 

Judicial Magistrate, Dhanbad by the Labour Enforcement Officer (Centre) Katrasgarh against M/s. Sainik 

Mining and Allied Services Limited (“SMASL”) and Mr. Kuldeep Singh Solanki, (one of the Directors of our 

Company), in his capacity as a managing director of SMASL. The Court of the Chief Judicial Magistrate took 

cognizance of the offence under aforementioned sections and transferred the case to I st Class Magistrate, 

Dhanbad for disposal in accordance with law and issued summons to Mr. Kuldeep Singh Solanki to appear 

before the I st Class Magistrate on June 27, 2008. As Mr. Kuldeep Singh Solanki was not aware of the said 

proceeding he could not appear before the Court and due to his non-appearance, bailable warrants were issued 

against him. Thereafter non bailable warrants against Mr. Kuldeep Singh Solanki were issued and proceedings 

under section 82 of the Code of Criminal Procedure, 1973 were initiated. The matter is currently pending. 

C. Mr. Vir Sen Sindhu 

1. Proceedings initiated by the CBI 

A case (RC No. AC2 2010 A0002) was registered by the CBI under section 120B of the IPC read with section 

7 and 12 of the PCA against Mr. M.P. Dixit, Chairman cum Managing Director of South Eastern Coal Field 

and certain other persons involved in receiving/giving illegal gratification. Our Company is not a party to this 

case, however, during the course of investigations against Mr. M.P. Dixit, the CBI questioned one of our 

Promoters, Mr. Vir Sen Sindhu and conducted searches at the Registered Office and Corporate Office of the 

Company for the alleged involvement in the payment of illegal gratification to the accused, Mr. M.P. Dixit. Mr 

Vir Sen Sindhu vide separate orders dated October 20, 2010 were granted protection by the Special Judge, 

CBI, New Delhi wherein the learned judge stayed the arrest of Mr. Vir Sen Sindhu till January 25, 2011. 

Thereafter, vide order dated February 07, 2011 the court of Special Judge, CBI has further stayed the arrest of 

Mr. Vir Sen Sindhu till April 15, 2011. On April 15, 2011 the matter has been posted for August 18, 2011. 

2. Securities Laws 

Mr. Vir Sen Sindhu, Director of our Company was also a director on the board of Indus Portfolio Private 

Limited Company (“IPPL”), which is engaged in the securities relate business. An inquiry was conducted by 

Delhi Stock Exchange into the trading in scrip of Kinetic Capital Services Limited (“Kinetic”) and Shubh 

International Limited (“Shubh”), wherein it was observed that IPPL had dealt with an unregistered broker in 

respect of the trading of the scrips of Kintetic and Shubh and failed to exercise due skill, care and diligence in 

the conduct of its business. IPPL had requested for a lenient view to be taken in the matter and SEBI, while 

taking a lenient view, vide its order dated November 29, 2001 warned IPPL to be careful in the future. 

D. Mr. Ganesh Chandra Mrig 

Show cause notice issued by Chief Factory Inspector 

A notice under the Factories Act, 1948 has been issued by the Chief Factory Inspector, Bilaspur on March 9, 

2011 after the accidental death of one of the labourers engaged in the setting up of 270 MW power plant which 

occurred on March 7, 2011. The erection work for setting up the said power plant has been allotted to M/s. 

Cethar Vessels Private Limited, which had sub-let the same to M/s. Padamja System and Services Private 

314

Limited which employed the labourer. The Company has also received a notice under the Workmen 

Compensation Act, 1923 from the Deputy Manager, Industrial Health and Security Department, Bilaspur for a 

sum of ` 0.66 million to be paid to the dependents of said labourer. The sub-contractor has deposited the 

compensation with the concerned authority. 

A. Mr. Brij Behari Tandon 

Criminal 

Mr. Brij Behari Tandon, who is an Independent Director of our Company is also an independent director of 

Birla Corporation Limited. A criminal complaint was filed against some directors of Birla Corporation Limited 

including Mr. Brij Behari Tandon for the alleged commission of offences punishable under Sections 

477A/409/406/120B of the Indian Penal Code read with Section 58A(6)(b)/ 149(2A) /209(5) /211(8) /217(5) 

/221(4) /292(1)(b)/ 292A(11)/628/629A of the Companies Act before the Chief Metropolitan Magistrate, 

Calcutta (“CMM”) on June 1, 2010. The CMM after taking cognizance transferred the matter to the 

Metropolitan Magistrate, 10 th Court, Calcutta and on June 3, 2010 process was issued against the Birla 

Corporation Limited and its directors. Challenging the order issuing process, a revision application was filed 

by one of the accused before the learned City Sessions Judge, Calcutta. The said revision application was 

allowed by an order dated February 28, 2011. The City Sessions Judge, Calcutta set aside the order issuing 

process and remanded the case back to the Magistrate for fresh consideration. The matter is currently pending. 

Civil 

1. Corporate Debt Restructuring Proceedings 

Dhampur Sugar Mills Limited (“Dhampur”) (where Mr. Brij Behari Tandon is an independent director) had 

availed a lease facility of ` 73 million from Canara Bank for financing of certain equipments installed at its 

Rauzagaon unit. The aggregate amount of lease rentals payable was ` 93.82 million from March 1997 during a 

period of 84 months. The leasing transaction was restructured and the repayment period was extended from 

2004 to 2008 with 12% rate of interest for the extended period. Dhampur started making payments to Canara 

Bank as per the restructured schedule and pursuant to the sale of the aforesaid unit, it offered a foreclosure of 

the leasing transaction which was also agreed by Canara Bank. 

However, subsequently the same was declined by Canara Bank on June 24, 2006. The company continued to 

pay and made full payment in terms of restructured schedule. Dhampur and its directors were declared as 

willful defaulters by Canara Bank and their names were included in the willful defaulter list in May 2009. The 

Corporate Debt Restructuring Empowered Group vide its letter dated December18, 2009 instructed the Canara 

Bank to revoke its decision of declaring Dhampur and its directors as willful defaulters. Canara Bank has not 

implemented the directions issued by the Corporate Debt Restructuring Empowered Group for removing the 

name of Dhampur and its directors from the willful defaulters list. The matter is sub-judice before the Debt 

Recovery Tribunal, Lucknow. 

2. Birla Education Trust and others v. Birla Corporation Limited 

Petition before the Company Law Board, Principal Bench, New Delhi 

A petition has been filed against Birla Corporation Limited (“BCL”), its directors and other respondents in 

CLB, Principal Bench, New Delhi under the provisions of sections 235, 237, 247, 250, 397, 398, 402 and 403 

of the Companies Act on March 11, 2010 by Birla Education Trust and others. The petitioners have alleged 

oppression and mismanagement in the affairs of BCL and have inter-alia sought interim relief by restraining 

the directors of BCL from acting as directors and exercise of voting rights in BCL etc. The Company Law 

Board, New Delhi vide its order dated February 9, 2011 has declined to grant interim relief. The final hearing 

in the petition has not yet commenced. 

3. Mr. Ram Kumar v. Oriental Carbon & Chemicals Limited 

Case Ref. No. 227/008 before Industrial Tribunal Cum Labour Court, Gurgaon 

Mr. Ram Kumar has filed a case against Oriental Carbons & Chemicals Limited (where Mr. Brij Behari 

Tandon is an independent director), before Industrial Tribunal-Cum-Labour Court, Gurgaon. The worker has 

315

disputed his retirement claiming that he is younger than the recorded date of birth. This matter is currently 

pending. 

II. Litigation involving our Subsidiaries 

A. Kartikay Coal Washeries Private Limited (“KCWPL”) 

Outstanding litigation and proceedings initiated by KCWPL 

Writ Petition 

KCWPL v. Union of India, State of Chhattisgarh, MCCPL and Others 


KCWPL has filed writ petition before the Chhattisgarh High Court on July 6, 2007 with respect to its 

application for allotment of 13.7 acres of land in District Korba, Chhattisgarh. KCWPL has contended that the 

application was initially processed and later stalled on account of an allotment of 37.91 acres of land by the 

State Government of Chhattisgarh to MCCPL and that the allotment of these 37.91 acres of land, by way of a 

lease deed, was undertaken without any public notice and public auction thereby depriving KCWPL of its right 

to participate in the allotment. KCWPL inter-alia has prayed for cancellation of the aforesaid lease deed and 

that appropriate directions be issued to the State Government of Chhattisgarh for allotment of the aforesaid 

13.7 acres of land to KCWPL. This writ petition is currently pending. 

Civil 

MCCPL v. SECL and another 

Writ Petition no. 3094 of 2007 before the Chhattisgarh High Court 

MCCPL had filed a writ petition before the Chhattisgarh High Court to direct South Eastern Coal Fields 

Limited (“SECL”) to deliver orders of up to 10 million metric tonnes of raw coal so that the same may be 

washed by MCCPL. SECL has filed a reply to the petition explaining its reluctance in granting the delivery 

orders. According to SECL, there remains a question as to the title and allotment of MCCPL’s washery land 

and the matter is in dispute in Civil Suit No. 90-A/2004 before the Civil Judge, Class II, District Korba. SECL 

has maintained that this petition is infructuous. Pending the disposal of this writ petition an application was 

moved by SECL before the Chhattisgarh High Court that they may be permitted to lease the land in favour of 

MCCPL. 

KCWPL had, on June 12, 2007, filed an impleadment application to this writ petition on the grounds that it 

was also impleaded in Civil Suit No. 90-A/2004, and is interested in this piece of land as State Government of 

Chhattisgarh had earlier initiated process to allot this land to them and is also a subject matter of consideration 

of this writ petition. SECL has responded to the application as not maintainable on the grounds that since this 

writ petition itself is not maintainable, the impleadment to this writ petition is also not maintainable. MCCPL 

has also filed its reply and requested the Chhattisgarh High Court not to admit the impleadment application as 

the affect on KCWPL is indirect. The matter and the impleadment application filed therein is currently pending 

before the Chhattisgarh High Court. 

B. Aryan Energy Private Limited (“AEPL”) 

Outstanding litigation and proceedings initiated against AEPL 

Civil 

Inquiry Proceedings against AEPL 

Inquiry Proceedings before Justice V.P. Mohan Kumar, Inquiring Authority (“IA”), in the matter of 

purchase of coal by Karnataka Power Corporation Limited (“KPCL”) and power transformers by 

Karnataka Power Transmission Corporation Limited (“KPTCL”) 

316

The IA was appointed vide Government of Karnataka’s notification no. EN 125 PPC 2009 dated October 13, 

2009 to inquire into the alleged irregularities in the matter of purchase of coal by KPCL and the purchase of 

power transformers by KPTCL. During the course of inquiry proceedings, the IA has issued a notice dated July 

8, 2010 to AEPL in view of a writ petition filed by AEPL against KPCL before the Karnataka High Court 

wherein AEPL inter-alia prayed for quashing the tender notification dated May 11, 2009 issued by KPCL 

which was violative of the terms and conditions of the usage and disposal of coal rejects arising out of the coal 

washing agreement executed between the KPCL and AEPL. The inquiry is currently pending and AEPL has 

filed its statement before the IA. 

Taxation 

Income Tax 

1. Notice under section 143(2) of the I.T. Act dated August 23, 2010 by Income Tax Officer, Ward 2(1), New 

Delhi 

AEPL has received a notice under section 143(2) of the I.T. Act dated 23 August, 2010 from Income Tax 

Officer, Ward 2(1), New Delhi for scrutiny assessment proceeding of Assessment Year 2009-10 calling for 

certain information and record. AEPL has submitted the details and information as sought by income tax 

officer from time to time and the assessment proceedings are currently pending. 

2. Appeal before CIT Appeals 

AEPL has filed an appeal before the CIT Appeals on January 13, 2007 against the assessment order dated 

November 20, 2006 passed by the Deputy Commissioner of Income Tax, Circle-8 for the A.Y. 2004-05. The 

assessing officer had disallowed ` 2.54 million under section 40A(2)(b) of the I.T. Act being expenses paid by 

AEPL to related parties towards coal beneficiation expenses, transportation expenses and interest payment and 

also disallowed expenses of ` 0.51 million on ad-hoc basis relating to coal sampling and repair and 

maintenance. The appeal is currently pending. 

3. Appeal before CIT Appeals 

AEPL has filed an appeal before the CIT Appeals on January 18, 2008 against the assessment order dated 

November 20, 2007 passed by the Deputy Commissioner of Income Tax, Circle-8 for the A.Y. 2005-06. The 

assessing officer had disallowed ` 1.46 million under section 40A(2)(b) of the I.T. Act being expenses paid by 

AEPL to related parties towards repair and maintenance, transportation and loading and consultancy and 

professional charges; expenses of ` 0.26 million on ad-hoc basis relating to travelling expenses and vehicle 

running and maintenance; ` 0.02 million on account of delayed payment of contribution to provident fund; ` 

0.002 million on account of interest on late deposit of TDS and ` 0.04 million on account of Diwali expenses. 

The appeal is currently pending. 

Service Tax 

Show cause notice Commissioner of Customs and Central Excise Hyderabad I Commissionerate 

CEA no. 25 of 2009 against the order of CESTAT, Bangalore before the Andhra Pradesh High Court at 

Hyderabad 

For the period September 10, 2004 to August 31, 2005, the Commissioner of Customs and Central Excise 

Hyderabad I Commissionerate issued a show cause notice dated December 6, 2005 inter-alia alleging that the 

activity carried out by AEPL was liable to service tax under the category of “business auxiliary services” and 

demanded a service tax of approximately ` 11 million along with interest from AEPL. The said show cause 

notice was adjudicated by the issuing authority and a demand of service tax of ` 11 million approximately plus 

interest thereon and equivalent amount of penalty was levied on AEPL. AEPL preferred an appeal no. 

ST/355/2006 before the CESTAT, Bangalore. The CESTAT, Bangalore vide its final order no. 624 of 2008 

dated August 22, 2008 concluded that AEPL was liable to pay service tax from the period June 01, 2007 only 

under the category of mining services. Accordingly, Commissioner of Customs and Central Excise Hyderabad 

I Commissionerate has preferred an appeal being CEA no. 25 of 2009 against the order of CESTAT, 

Bangalore before the Andhra Pradesh High Court. The total amount involved in the said appeal is ` 18 million 

approximately plus penalty of the equivalent amount and the same is currently pending. 

317

Outstanding litigation and proceedings initiated by AEPL 

Civil 

1. AEPL v. SECL, MCCPL and Others 

Civil Suit No. 122A of 2007 before the Court of Civil Judge Class II District Korba, Chhattisgarh 

AEPL had filed this suit before the Court of Civil Judge Class II District Korba, Chhattisgarh on August 25, 

2007 with respect to its application to SECL for allotment of 10 acres of land on lease basis for the 

establishment of a coal washery at village Ratija which was necessary for the supply of clean coal to Karnataka 

Power Corporation Limited. The application was rejected by SECL on the grounds that a rapid expansion was 

proposed on the said land and SECL proposes to develop infrastructure for other projects on this land. 

However, pursuant to the rejection of AEPL's application, SECL intended to grant a lease of certain portions of 

the land sought by AEPL to MCCPL. AEPL has prayed inter-alia that SECL be directed to lease the disputed 

land to AEPL and not to MCCPL and has additionally requested for an ex-parte stay order on the 

establishment of the coal washery by MCCPL on the disputed land. 

Pursuant to the order dated January 29, 2008 passed by the Supreme Court of India in Transfer Petition No. 

813 of 2007 this case has been transferred to the Chhattisgarh High Court at Bilaspur and the same is currently 

pending. 

2. AEPL v. Karnataka Power Corporation Limited (“KPCL”) 

Writ Petition no. 16946 of 2009 before the Karnataka High Court at Bangalore 

Pursuant to a tender floated by KPCL, AEPL was awarded a contract for setting up coal washeries for supply 

of washed coal and for the said purpose agreements dated February 4, 2002 and November 29, 2002 were 

executed between KPCL and AEPL. The said agreement inter-alia had provisions relating to rights and 

obligations in respect of the disposal of coal rejects generated after washing the agreed quantity of coal for 

KPCL. On May 2, 2008, KPCL unilaterally tried to amend the agreed terms of the contract in relation to the 

disposal of coal rejects, thereafter on May 11, 2009 KPCL issued a tender notification calling bids from 

various persons for purchase of coal rejects generated pursuant to the aforesaid agreement, which were to be 

property of AEPL under the agreement. AEPL has inter-alia prayed for the issuance of a writ of certiorari and 

for quashing the notification dated May 11, 2009 and the letter dated May 2, 2008 issued by KPCL trying 

unilaterally amending the agreed terms of the agreements dated February 4, 2002 and November 29, 2002. The 

writ petition is currently pending. 

3. AEPL v. KPCL before the Karnataka High Court 

Writ Petition no. 31648 & 31896-899 of 2010 

Pursuant to a tender floated by KPCL, AEPL was awarded a contract for setting up coal washeries for supply 

of washed coal and for the said purpose agreements dated February 4, 2002 and November 29, 2002 were 

executed between KPCL and AEPL. The said agreements inter-alia provided that AEPL shall provide Bank 

Guarantees (“BGs”) to KPCL. The BGs were provided by AEPL. The said BGs were to be returned after the 

contract comes to an end. The contracts for which these BGs were provided have come to an end but KPCL 

did not return the BGs. The Company has to renew the said BGs even after the expiry of the said contract. The 

Company filed the writ petition before the Karnataka High Court praying that direction be issued to KPCL to 

release the BGs and to reconcile the accounts. The writ petition is currently pending. 

C. Aryan Clean Coal Technologies Private Limited (“ACCTPL”) 

Outstanding litigation and proceedings initiated against ACCTPL 

Taxation 

1. Show Cause notice received from Commissioner of Central Excise Commissionerate, Delhi 

318

ACTPL has received a show cause notice no C.No.CE-20/IAR/Aryan/R-II/01/RE/2011/1185/dated March 8, 

2011 from the office of the Commissioner of Central Excise Commissionerate, Delhi–III, Vanijay Nikunj, 

Udyog Vihar, Udyog Minar, Phase-V Gurgaon wherein a demand of approximately ` 9.7 million has been 

made for alleged undervaluation of its finished goods. The Commissioner of Central Excise Commissionerate, 

Delhi has further alleged that ACTPL has not followed the norms as prescribed under the Central Excise 

Valuation (Determination of Price of Excisable Goods) Rules, 2000. The total amount involved in the matter is 

approximately ` 10 million and the same is currently pending. 

2. Show Cause notice received from Assistant Commissioner of Central Excise Division-V Shanti Niwas, 

Rajiv Chowk , Sector-III , Part-II , Bawal, Rewari 

ACTPL has received a show cause notice no C.No.CE-20/IAR/Aryan/R-II/01/RE/2011/1384-85 /dated March 

21, 2011 from the office of the Assistant Commissioner of Central Excise, Division-V Shanti Niwas, Rajiv 

Chowk, Sector-III, Part-II , Bawal, Rewari wherein a demand of approximately ` 0.3 million has been made 

for the alleged wrong availment of CENVAT credit. The Assistant Commissioner of Central Excise 

Commissionerate, Delhi has alleged that ACTPL has not followed the norms as prescribed under the Rule 14 

of CENVAT Credit Rules 2004 read with proviso to section 11 A of the Central Excise Act, 1944. The total 

amount involved in the matter is ` 0.3 million approximately and the same is currently pending. 

C. Spectrum Coal and Power Limited (“SCPL”) 

Outstanding litigation and proceedings initiated against SCPL 

Civil 

1. MCCPL v. SCPL and others 

Transfer Petition No. 12 of 2010 before the Chhattisgarh High Court 

MCCPL filed this transfer petition no. 12 of 2010 before the High Court of Chhattisgarh under section 24 read 

with section 151 of the Code of Civil Procedure, 1908 for the transfer of civil suit no.8A/10 filed by SCPL 

against SECL and others. The aforementioned civil suit was filed by SCPL to refrain SECL from allotting the 

land in question to MCCPL which was leased to SCPL by SECL. The said civil suit was later on withdrawn by 

the SCPL on February 09, 2011. As the civil suit no. 8A of 2010 filed before the High Court has been 

withdrawn, the transfer petition filed become infructuous. On the date of this Draft Red Herring Prospectus, 

the said transfer petition is currently pending. 

2. SECL v. SCPL and others 

Civil Revision No. 77 of 2010 before the Chhattisgarh High Court 

SECL filed a civil revision no. 77 of 2010 against the order dated June 17, 2010 passed by Civil Judge, Class-2 

Pali, District Korba in an application made in the civil suit no 8A/2010 between SPCL and SECL. The civil 

judge rejected the application of SECL wherein it was stated that the suit no. 8A/2010 is not maintainable as 

the lease agreement contains arbitration clause and suit is not valued properly. The civil suit was filed by 

SCPL against SECL to refrain them from allotting land to MCCPL which was leased to SCPL by SECL. The 

said suit was later on withdrawn by the SCPL. In light of the fact that the suit was withdrawn the Civil 

Revision become infructous. The said civil revision petition is currently pending. 

3. Samar Say v. State of Chhattisgarh and others 

Suit No. 107A/07 filed before Civil Judge Class-11 Pali Tehsil Kathghora 

A suit was filed by Mr. Samartai against the District Korba, Forest Range Officer, Raipur, M/s ST-BSE Coal 

Washery (now known as Spectrum Coal and Power Limited) and others. The suit pertains to a piece of land 

which was purchased by SCPL. The plaintiff in the suit claimed the ownership of this piece of land and has 

prayed that he may be declared as the owner of this land and the purchase of land by SCPL be declared as null 

and void. The suit is currently pending. 

4. MCCPL v. SPCL and others 

319

Civil 


A writ petition no. 4982 of 2010 under article 226/227 of the Constitution of India was filed against the order 

dated July 28, 2010 passed by the Civil Judge Class-II Pali District Korba, Chhattisgarh in civil suit no 8A- 

/2010 between SCPL and SECL rejecting the application of MCCPL filed under order 1 rule 10 read with 

section 151 of the Code of Civil Procedure, 1908. The civil suit filed by SCPL against SECL to refrain them 

from allotting land to MCCPL which was leased to SCPL by SECL has been withdrawn by SCPL. Since the 

suit has been withdrawn, this writ petition has become infructous. The said writ petition is currently pending. 

Tax 

Income Tax 

1. Notice received from Income Tax Department for the A.Y. 2004-05 

SCPL has received a notice dated March 15, 2011 issued by the Deputy Commissioner of Income Tax, Circle 

1(3), Mumbai initiating penalty proceeding under section 271(1) (c) of the I.T. Act. SCPL has filed a reply 

dated March 23, 2011 requesting to keep the penalty proceeding in abeyance since SCPL is in appeal before 

Income Tax Appellate Tribunal (“ITAT”) against the assessment order dated December 27, 2006.The matter 

is currently pending. 


SCPL has received a notice dated March 15, 2011 issued by the Deputy Commissioner of Income Tax, Circle 

1(3), Mumbai initiating penalty proceeding under section 271(1) (c) of the I.T. Act . SCPL has filed a reply 

dated March 23, 2011 requesting to keep the penalty proceeding in abeyance since SCPL is in appeal before 

ITAT against the assessment order dated December 28, 2007. The matter is currently pending 


SCPL has received a notice under section 148 of the I.T. Act dated March 14, 2011 issued by Deputy 

Commissioner of Income Tax - Circle 1(3), Mumbai requiring a return to be prepared for the A.Y. 2006-07 as 

the assessing officer has reasons to believe that income of the SCPL has escaped assessment. SCPL has replied 

vide letter dated March 24, 2011 declaring its original return as the return pursuant to notice issued under 

section 148 of the I.T. Act and has requested to communicate the reasons for issuance of notice. The income 

tax department has proposed to lower the claim of additional depreciation by ` 14.22 million and levy a tax of 

` 5.37 million. SCPL is in the process of filing a reply. 


SCPL has received a notice under section 143(2) of the I.T. Act dated August 18, 2010 from Deputy 

Commissioner of Income Tax, Circle 1(3), Mumbai for scrutiny of assessment proceedings for return of 

income filed for the A.Y. 2009-10 calling for certain information and record. SCPL has submitted the details 

and information as sought by the department from time to time and the assessment proceedings are currently 

pending. 

5. SCPL v. Deputy Commissioner of Income Tax, Circle 1(3), Mumbai before the CIT (Appeals) for the A.Y. 

2000-2001 

SCPL has filed an appeal dated September 23, 2009 before the CIT Appeals – 2, Mumbai against the 

assessment order dated August 25, 2009 passed by Deputy Commissioner of Income Tax – Circle 1(3), 

Mumbai under Section 143(3) read with Section 254 of the I.T. Act wherein the assessing officer has reduced 

the unabsorbed depreciation claim by ` 14.45 million. The matter is currently pending before CIT Appeals. 

6. SCPL v. Deputy Commissioner of Income Tax, Circle 1(3), Mumbai before ITAT for Assessment Year 

2000-2001 

320

SCPL has filed an appeal no. (3778/Mum-2010) dated May 11, 2010 before ITAT, Mumbai against the CIT 

Appeals – 2, Mumbai order dated February 22, 2010 where the CIT held the penalty appeal filed by SCPL is 

invalid as the said appeal was signed by the director of SCPL instead of its managing director. The amount 

involved in the appeal is ` 5.57 million and matter is currently pending. 

7. SCPL v. Deputy Commissioner of Income Tax, Circle 1(3), Mumbai before the CIT Appeals for the 

A.Y. 2001-2002 

SCPL has filed an appeal dated September 23, 2009 before CIT Appeals against the assessment order dated 

August 25, 2009 passed by Deputy Commissioner of Income Tax – Circle 1(3), Mumbai under section 143(3) 

read with section 254 of the I.T. Act. The assessing officer has reduced the unabsorbed depreciation claim by ` 

21.51 million. The matter is currently pending before CIT Appeal. 

8. SCPL v. Deputy Commissioner of Income Tax, Circle 1(3), Mumbai before ITAT for Assessment Year 

2001-2002 

SCPL has filed an appeal no. (3779/Mum-2010) dated May 11, 2010 before ITAT Mumbai against the CIT 

Appeals – 2, Mumbai order dated February 22, 2010. SCPL had filed an appeal before the CIT Appeal- 

Mumbai against the penalty levied by the Deputy Commissioner of Income Tax, Circle 1(3), Mumbai vide 

penalty order dated August 31, 2009. The CIT Appeals vide its aforesaid order held the penalty appeal filed by 

SCPL is invalid since the same was signed by director instead of managing director of SCPL and dismissed the 

penalty appeal filed by SCPL. The amount involved in the appeal is ` 8.51 million and matter is currently 

pending. 

9. SCPL v. Deputy Commissioner of Income Tax, Circle 1(3), Mumbai before ITAT for the A.Y. 2002- 

2003 

SCPL has filed an appeal no. (1075/Mum-2011) dated February 7, 2011 to ITAT, Mumbai against the CIT 

Appeals – 2, Mumbai order dated February 22, 2010. The CIT Appeals has held the appeal as invalid since the 

same was signed by director instead of managing director of SCPL and dismissed the appeal filed by SCPL. 

SCPL was in appeal before the CIT Appeals – 2, Mumbai against the assessment order dated August 25, 2009 

passed by the Deputy Commissioner of Income Tax, Circle 1(3), Mumbai under section 143(3) read with 

section 254 of the I.T. Act. The assessing officer has reduced the unabsorbed depreciation claim by ` 16.11 

million and revised the set off of losses claimed in A.Y. 2002-2003. Accordingly, a demand of 

` 17.73 million was raised which has been deposited / adjusted against refunds due to SCPL. The amount 

involved in the appeal is ` 17.73 million and the matter is currently pending. 

10. SCPL v. Deputy Commissioner of Income Tax, Circle 1(3), Mumbai before CIT Appeals for the A.Y. 

2002-2003 

Without prejudice to its right to appeal before ITAT for A.Y. 2002-2003, SCPL has filed an appeal before CIT 

Appeals on January 24 2011 once again with condonation request to decide the appeal on merits. SCPL was in 

appeal before CIT Appeals – 2, Mumbai against the assessment order dated August 25 2009 passed by Deputy 

Commissioner of Income Tax, Circle 1(3), Mumbai under section 143(3) read with section 254 of the I.T. Act. 

The assessing officer has reduced the unabsorbed depreciation claim by ` 16.11 million and revised the set off 

of losses claimed in A.Y. 2002-2003. As a result, demand of ` 17.73 million was raised which has been 

deposited / adjusted against refunds due to SCPL. The amount involved in the appeal is ` 17.73 million and 


11. SCPL v. Deputy Commissioner of Income Tax, Circle 1(3), Mumbai before ITAT for A.Y. 2002-2003 

SCPL has filed an appeal no. (3780/Mum-2010) dated May 11, 2010 before the ITAT Mumbai against the CIT 

Appeals - 2 Mumbai order dated February 22, 2010. The CIT Appeals has held the penalty appeal as invalid 

since the same was signed by director instead of managing director and dismissed the penalty appeal filed by 

SCPL. SCPL was in appeal before the CIT Appeal-2 Mumbai against the penalty levied by the Deputy 

Commissioner of Income Tax, Circle-I (3) Mumbai vide penalty order dated August 31, 2009. The amount 

involved in the appeal is ` 5.75 million and the matter is currently pending. 

12. SCPL v. Deputy Commissioner of Income Tax, Circle 1(3), Mumbai before the ITAT for the A.Y. 2004- 

2005 

321

SCPL has filed an appeal no. 1880/Mum-2010) dated March 10, ,2010 before the ITAT, Mumbai against the 

CIT Appeal, Mumbai order dated December 21, 2009. The CIT Appeals has upheld the additions made by the 

assessing officer i.e. ` 40 million of expenditure on technical know how; ` 9.09 million of depreciation 

disallowance; ` 4.63 million of expenditure on repair and maintenance on road and bridges treated as capital 

expenditure and ` 9.3 million expenditure on lease rent treated as prior period. SCPL was in appeal before the 

CIT Appeals against the assessment order dated December 27, 2006 passed by Deputy Commissioner of 

Income Tax, Circle 1(3), Mumbai. 

13. SCPL v. Deputy Commissioner of Income Tax, Circle 1(3), Mumbai before the ITAT for the A.Y. 2005- 

2006 

SCPL has filed an appeal no. 1881/Mum-2010 dated March 10,2010 before the ITAT, Mumbai against the CIT 

Appeals Mumbai order dated December 21, 2009 wherein the CIT Appeals upheld the additions ` 8.48 million 

being disallowance of depreciation, ` 4.82 million of expenditure on repair and maintenance on road and 

bridges treated as capital expenditure; ` 39.2 million disallowance of non-compete fee. SCPL was in appeal 

before CIT Appeals against the assessment order dated December 28,2007 passed by the Deputy 

Commissioner of Income Tax,Circle1(3), Mumbai. The amount involved in the appeal is ` 10.87 million 

which has already been adjusted against refunds due to SCPL. The appeal is currently pending before ITAT. 


A.Y. 2006-2007 

SCPL has filed an appeal dated January 13, 2009 before CIT Appeals – XXI, Mumbai against the assessment 

order dated December 24, 2008 passed by Assistant Commissioner of Income Tax – Circle 1(3), Mumbai 

wherein the assessing officer has disallowed ` 2.84 million being depreciation disallowance and ` 4.80 million 

of expenditure on repair and maintenance on road and bridges treated as capital expenditure. As a result of 

assessment order, a demand of ` 14.92 million was raised which has already been adjusted against refunds due 

to SCPL. The amount involved in the appeal is ` 14.92 million and matter is currently pending. 


A.Y. 2007-2008 

SCPL has filed an appeal dated January 14, 2010 before CIT (Appeals) – XXI, Mumbai against the assessment 


where in the assessing officer has made disallowances i.e. ` 1.5 million towards donations; ` 1.95 million 

towards disallowance of depreciation; ` 4.71 million of expenditure on repair and maintenance on road and 

bridges treated as capital expenditure and ` 0.8 million towards late deposit of provident fund. As a result of 

assessment order, a demand of ` 0.89 million was raised, which has already been adjusted against refunds due 

to SCPL. The amount involved in the appeal is ` 0.89 million and matter is currently pending. 

16. Appeal before the Commissioner of Income Tax for the A.Y. 2008-09 

SCPL has filed an appeal dated January 17, 2011 before CIT Appeals – 2, Mumbai against the assessment 


wherein the assessing officer has made disallowances i.e. ` 2.94 million of expenditure on repair and 

maintenance on road and bridges treated as capital expenditure; ` 0.86 million towards late deposit of 

provident fund, disallowance of depreciation of ` 3.1 million and ` 8.64 million towards expenditure paid for 

loading and under loading. The amount involved in the appeal is ` 2.60 million and the matter is currently 

pending. 

Service Tax 

Chief Commissioner Excise, Raipur (“CCE”) v. SCPL before CESTAT 

CCE filed an appeal no. ST/1281/2010-CU (DB) against the order dated March 11, 2010 passed by the 

Commissioner (Appeals), wherein the Commissioner (Appeals) dropped the service tax demand on SCPL for 

the period July to September 2006 and waived off the penalty amounting to 0.72 million imposed on SCPL 

under section 78 of the Finance Act. The appeal is currently pending before the CESTAT 

322

Appeal before the CESTAT 

SCPL filed an appeal no. 461 of 2007 on August 27, 2007 before the CESTAT , Delhi against the order in 

original passed by the Commissioner , Service tax, Raipur on May 24, 2007 confirming a demand of ` 57.49 

million and appropriating there from a sum of ` 38.87 million which SCPL deposited before the issuance of 

show cause notice. CESTAT vide its order dated December 14, 2007 admitted the appeal with waiver of any 

pre deposit. The matter is currently pending. 

III. Litigation involving our Promoters 

As the Promoters are also the Directors of our Company the outstanding litigation against the same have been 

discussed under “Litigation involving our Directors” of this section. 

IV. Litigation involving our Group Companies 

1. Sainik Finance & Industries Limited (“SFIL”) 

Outstanding litigations against SFIL 

Tax 

1. Deputy Commissioner of Income Tax, Circle 7(1), New Delhi v. Sainik Finance & Industries Limited 

before ITAT for A.Y. 2007-2008 

The Deputy Commissioner of Income Tax filed an appeal no. 3799/Del/10 dated August 06, 2010 before the 

ITAT against order dated May 05, 2010 passed by the CIT Appeals-X. The CIT Appeals-X had disallowed the 

additions made by the Deputy Commissioner of Income Tax, Circle 7(1), New Delhi in the assessment order 

dated December 22, 2009. The Deputy Commissioner of Income Tax in its order dated December 22, 2009 for 

A.Y. 2007-2008 has disallowed the set-off of losses from cement manufacturing business against profit from 

finance business. The total amount involved in this appeal is ` 4.70 million. The demand has already been paid 

by SFIL. The appeal is currently pending with ITAT. 

2. Deputy Commissioner of Income Tax, Circle 7(1), New Delhi v. Sainik Finance & Industries Limited 

for scrutiny assessment proceedings for the A.Y. 2009-2010 

SFIL has received a notice dated August 18, 2010 under section 143(2) of the I.T. Act from the Deputy 

Commissioner of Income Tax, Circle 7(1), New Delhi for scrutiny assessment proceedings requesting for 

certain information for A.Y. 2009-2010. SFIL has submitted the details and the assessment proceedings are 


Outstanding litigations by SFIL 

Criminal 

323

SFIL has filed 11 cases under section 138 of the Negotiable Instruments Act, 1881 before various courts. Total 

amount involved in these cases is ` 12.87 million and these cases are currently pending. 

Civil 

1. SFIL v. Sanjay Mishra before the Delhi High Court 

Writ Petition No. 9270 of 2009 before Delhi High Court 

The SFIL has filed a writ petition (Civil) no. 9270 of 2009 before the Delhi High Court inter-alia praying for 

the quashing of an award of ` 0.22 million made in favour of Mr. Sanjay Mishra, an ex-employee, by the 

Presiding officer Labour Court-II, Karkardooma Court, Delhi. Mr. Sanjay Mishra, an ex-employee of the SFIL 

filed an industrial dispute with Labour Department which was referred to the Labour Court- II Delhi for 

adjudication. SFIL was made co-respondent along with Indus Portfolio Private Limited, another company 

owned by promoter of SFIL. Mr. Sanjay Mishra was employee of Sainik Finance & Industries Limited from 

March 13, 1995 to November 15, 1999 when he joined Indus Portfolio Private Limited. The presiding office 

Labour Court-II passed an order dated August 30, 2008 granting a compensation of ` 0.22 million to Mr. 

Sanjay Mishra. The matter is currently pending. 

2. SFIL v. Jitender Saini- Recovery suit before the Tis Hazari Court, Delhi 

Suit No.319 of 1998 before the Tis Hazari Courts, Delhi 

SFIL has filed a recovery suit on March 04, 1998 for ` 0.23 million against Mr. Jitender Saini, partner of M/s. 

Jai Durga Trading Co. The said sum was recoverable from Jitender Saini in respect of cement sold to his firm 

M/s. Jai Durga Trading Co. The matter is currently pending. 

3. SFIL v. Nirog Diagnostic Centre Private Limited recovery suit before the Tis Hazari Court, Delhi 

Suit No. 547 of 2003 before the Tis Hazari Court, Delhi 

SFIL has filed a recovery suit on July 21, 2003 for ` 1.48 million against Nirog Diaganostic Centre Private 

Limited. The said sum was recoverable on account of loan granted to Nirog Diagnostic Centre Private Limited 

for original sum of ` 3.8 million. The matter is currently pending. 

2. Pragati Vanijaya Limited (”PVL”) 

Outstanding litigations filed against PVL 

Tax 

324

1. Appeal filed by Assistant Commissioner of Income Tax, Circle 14(1), New Delhi v. PVL before ITAT 

for A.Y. 2002-2003 

Appeal No. 970/Del-2011 dated February 18, 2011 before the ITAT 

The Income Tax Department filed an appeal no. 970/Del-2011 dated February 18, 2011 before the ITAT 

against the CIT Appeals XVII order dated November 01, 2010. The appellate authority disallowed the addition 

of ` 1.12 million made by the Deputy Commissioner of Income Tax in the assessment order. The Deputy 

Commissioner of Income Tax vide its assessment order passed on November 11, 2009 has treated share 

application received of ` 1.12 million as unexplained investment under section 68 of the I.T. Act. The total 

amount involved in this appeal is ` 0.79 million and the matter is currently pending. 

2. Assistant Commissioner of Income Tax, Circle 14(1), New Delhi v. PVL for scrutiny assessment 

proceedings for A.Y. 2009-2010 

PVL has received a notice under section 143(2) of the I.T. Act dated August 28, 2010 from Assistant 

Commissioner of Income Tax Circle 14(1), New Delhi for scrutiny assessment proceedings calling for certain 

information and record. PVL has submitted the details and information as sought by Assistant Commissioner 

of Income Tax from time to time and the assessment proceedings are pending. 

3. PVL v. Assistant Commissioner of Income Tax, Circle-14(1), New Delhi before CIT- XVII, New Delhi 

for A.Y. 2003-2004 

Appeal No. 140074 of 2011 filed before the CIT Appeal-XVII 

PVL filed an appeal no. 140074 dated January 17, 2011 before the CIT Appeals – XVII, New Delhi against the 

Assessment order dated December 23, 2010 passed by the Assistant Commissioner of Income Tax, Circle – 

14(1), New Delhi. The assessing officer made an addition of ` 1.12 million made under section 68 of the I.T. 

Act on account of share application money received. The total amount involved in this appeal is ` 0.80 million 

and the matter is currently pending. 

4. PVL v. Assistant Commissioner of Income Tax, Circle-14(1), New Delhi before ITAT for A.Y. 2007- 

2008 

Appeal No. 193/Del-2011 of 2011 before the ITAT, Delhi 

PVL filed an appeal no. 193/Del-2011 dated January 13, 2011 before ITAT Delhi against the CIT Appeals 

order dated November 1, 2010 wherein CIT Appeals has upheld the addition made by assessing officer vide its 

order dated November 30, 2009. The Assistant Commissioner of Income Tax, Circle-14(1) vide assessment 

order dated November 30, 2009 has made addition ` 4.25 million being interest disallowance on the amount of 

share application money given by PVL. The total amount involved in this appeal is ` 0.45 million and the 


5. PVL v. Assistant Commissioner of Income Tax, Circle-14(1), New Delhi before ITAT for A.Y. 2008- 

2009 

PVL has filed an appeal before ITAT on April 21, 2011 against the CIT Appeals order dated February 23, 

2011 wherein CIT Appeals has upheld the addition made by assessing officer vide its order dated November 

15, 2010. The Assistant Commissioner of Income Tax, Circle – 14(1) vide assessment order dated November 

15, 2010has disallowed ` 1.27 million under section 14A of the I.T. Act. The total amount involved in this 

appeal is ` 3.14 million and the matter is currently pending. 

3. Bhandari Consultancy and Finance Limited (“BCFL”) # 

Pursuant to the order of Calcutta High Court dated August 19, 2010, Suvidha Stock Broking Services Private 

Limited and Reward Vinimay Private Limited and pursuant to the order of Delhi High Court dated January 

19, 2011, Uttaranchal Finance Limited, Parnami Habitat Developers Limited, Sindhu Trade Links Limited, 

Garuda Imaging and Diagnostic Private Limited and Sindhu Holdings Limited have been merged with BCFL. 

325

Consequent to this merger, BCFL has become a Group Company and accordingly disclosures with respect to 

shareholding of BCFL have been made after considering the effect of merger. BCFL has filed Form 21 with 

the RoC and the same has been approved. BCFL is currently undertaking other procedural steps in the matter. 

Accordingly, the litigations pertaining to the merged entities namely, Uttaranchal Finance Limited, Parnami 

Habitat Developers Limited, Sindhu Trade Links Limited, Garuda Imaging and Diagnostic Private Limited 

and Sindhu Holdings Limited, wherever applicable stands transferred in the name of BCFL. 

Securities Laws 

In 2004 due to non compliance with clause 41 of the listing agreement, the BSE and DSE suspended trading in 

the securities of BCFL. This suspension was revoked by BSE and DSE vide their letter no. DCS/ COMP/ PR/ 

NM/ 190/ 2007-08 dated May 08, 2007 and letter no. DSE/LIST/8956/R/321 dated April 21, 2009, 

respectively. 

3.1 Sindhu Trade Links Limited (“STLL”) 

Cases filed by STLL 

Criminal 

STLL has filed 16 cases under section 138 of Negotiable Instruments Act against various persons in different 

courts. The aggregate amount involved in these cases is ` 4.13 million. These cases are currently pending. 

Tax 

1. Notice received for scrutiny proceeding for the A.Y. 2009-2010 

STLL has received a notice dated August 18, 2010 from Deputy Commissioner of Income Tax, Circle 8(1), 

New Delhi under section 143(2) of the I.T. Act for scrutiny assessment proceedings requesting for certain 

information and record. STLL has submitted the details and the assessment proceedings are currently pending. 

2. STLL v. Deputy Commissioner of Income Tax, Circle 8(1), New Delhi before CIT Appeals – XI, New 

Delhi for A.Y. 2008-2009 

Appeal No. 253/10-11 of 2011 before the CIT– XI 

STLL filed an appeal no. 253/10-11 dated January 28, 2011 before the CIT Appeals – XI, New Delhi against 

the assessment order dated December 20, 2010 passed by the Additional Commissioner of Income Tax, Range 

8, New Delhi. The assessing officer has disallowed ` 15.70 million on account of deemed dividend under 

section 2(22)(e) of the I.T. Act; disallowance of ` 11.83 million of interest under section 36(1)(iii) of the I.T. 

Act; disallowance of ` 2.58 million being addition of unmatured interest charges; ` 2.84 million for investment 

in land and ` 1.06 million on account of disallowance under section 14A of the I.T. Act. Accordingly a 

demand of ` 15.37 million was raised. An amount totalling ` 6.56 million has already been deposited/adjusted. 

The matter is currently pending. 



Appeal No. 92/09-10. of 2009 before CIT Appeals – XI, New Delhi 

STLL filed an appeal no. 92/09-10 dated, December 30, 2009 before the CIT Appeal-XI, New Delhi against 

the assessment order dated November 25, 2009 passed by the Joint Commissioner of Income Tax, Range 8, 

New Delhi. The assessing officer has disallowed ` 0.19 million on account of section 14A of the I.T. Act and ` 

4.37 million on account of disallowance on purchase of land. Accordingly, a demand of ` 0.88 million was 

raised. The demand has already been deposited / adjusted. The matter is currently pending. 



Appeal No. 252/10-11 of 2011 before the CIT Appeals – XI, New Delhi 

326

STLL filed an appeal no. 252/10-11 dated January 28, 2011 before the CIT Appeals – XI, New Delhi against 

the Assessment order dated December 22, 2010 passed under section 143(3) read with section 254 of the I.T. 

Act by the Deputy Commissioner of Income Tax, Circle 8(1), New Delhi. The assessing officer has made 

additions of ` 0.68 million being unexplained investment under section 69 of the I.T. Act. As a result demand 

of ` 0.26 million was raised. An amount of ` 0.075 million has already been deposited. The matter is currently 

pending. 



Appeal No. 251/10-11 of 2011 before the CIT Appeals – XI, New Delhi 

STLL filed an appeal no. 251/10-11 dated January 28, 2011 before the CIT Appeal- XI, New Delhi against the 

assessment order dated December 22, 2010 passed under section 143(3) read with section 254 of the I.T. Act 

by the Deputy Commissioner of Income Tax, Circle 8(1), New Delhi. The assessing officer has made additions 

of` 4.92 million being unexplained investment under section 69 of the I.T. Act. As a result demand of ` 2.54 

million was raised. An amount of ` 0.65 million has already been deposited. The matter is currently pending. 

3.2 Garuda Imaging & Diagnostic Private Limited (“GIDPL”) 

Cases filed by GIDPL 

Tax 

1. GIDPL v. Commissioner of Income Tax–IV, Delhi before ITAT for A.Y. 2006-2007 

Appeal No. 5956/DEL-2010 of 2010 before ITAT, New Delhi 

GIDPL filed an appeal no. 5956/DEL-2010 on December 28, 2010 to ITAT, New Delhi against the order 

under section 263 of the I.T. Act dated May 12, 2010 passed by CIT – Delhi IV. The CIT proposed fresh 

assessment with the reason that the income earned due to sale of shares shall be treated as business income 

instead of short term capital gain as declared in income tax return by GIDPL. The total amount involved in this 

appeal is ` 7 million and the matter is currently pending. 

2. GIDPL v. Deputy Commissioner of Income Tax, Circle 12(1), New Delhi before CIT (Appeals) – XV, 

New Delhi for A.Y. 2007-2008 

Appeal No. 480285 of 2009 before CIT (Appeal) 

GIDPL filed an appeal no. 480285 dated December 09, 2009 before CIT (Appeals) - XV, New Delhi against 

the assessment order under section 143(3) of the I.T. Act dated October 30, 2009 passed by Deputy 

Commissioner of Income Tax, Circle 12(1), New Delhi. The assessing officer has made an addition of ` 0.51 

million made on account of disallowance under section 14 A of the I.T. Act. 

The total amount involved in this appeal is ` 0.27 million and the matter is currently pending. 

3. Show Cause notice received by GIDPL for scrutiny proceedings for A.Y. 2009-2010 

GIDPL has received a notice under section 143(2) of the I.T. Act dated September 21, 2010 from Assistant 

Commissioner of Income Tax, Circle 12(1), New Delhi for scrutiny assessment proceedings calling for certain 

information and record for the A.Y. 2009-2010. GIDPL has submitted the details sought by Assistant 

Commissioner of Income Tax and the assessment proceedings are currently pending. 

3.3 Sindhu Holdings Limited (“SHL”) 

Cases filed against SHL 

Tax 

327

1. SHL v. Deputy Commissioner of Income Tax, Circle 8(1), New Delhi before CIT Appeals – XI, New 


Appeal no. 262/10-11 of 2011 before the CIT Appeal– XI, New Delhi 

SHL filed an appeal no. 262/10-11 before the CIT Appeals – XI, New Delhi on January 31, 2011 against the 

Assessment order dated December 30, 2010 passed by the Deputy Commissioner of Income Tax, Circle 8(1), 

New Delhi. The assessing officer has disallowed interest under section 36(1)(iii) of the I.T. Act of ` 0.134 

million; ` 27 million on account of deemed dividend under section 2(22)(e) of the I.T. Act and ` 0.10 million 

on account of disallowance under section 14A of the I.T. Act. Accordingly a demand of ` 12.38 million was 

raised. An amount totalling ` 2.47 million has already been deposited/adjusted and the matter is currently 

pending. 

2. Notice received from Deputy Commissioner of Income Tax for scrutiny proceeding for A.Y. 2009-2010 

SHL has received a notice under section 143(2) of the I.T. Act dated August 18, 2010 from Deputy 


information and record. SHL has submitted the details and information as sought by the Income Tax Officer 

from time to time and the assessment proceedings are currently pending. 

3. SHL v. Bijender and others before the Assistant Collector, Kalanour 

SHL and Sindhu Farms Private Limited jointly filed an application on October 19, 2010 under Land Revenue 

Act before Assistant Collector, 1 st Grade, Kalanaur, Rohtak, Haryana against Bijender and others for partition 

of Khewat No.31/20. The said application is currently pending. 

3.4 Uttaranchal Finance Limited 

Due to non compliance with the provisions of the listing agreement, the Delhi Stock Exchange vide its order 

dated May 6, 2002 suspended trading in the securities of Uttaranchal Finance Limited. However, this 

suspension was revoked by Delhi Stock Exchange vide letter no. DSE/LIST/8267/R/323 dated April 21, 2009. 

3.5 Parnami Habitat Developers Limited 

Due to non Compliance with the listing agreement, the Delhi Stock Exchange suspended the trading in the 

securities of Parnami Habitat Developers Limited. This suspension was revoked by DSE vide letter no. 

DSE/LIST/9383/R/322 dated April 21, 2009. 

4. Sainik Mining and Allied Services Limited (“SMASL”) 

Cases filed against SMASL 

Labour 

1. Labour Enforcement Officer (Central) v. SMASL before Judicial Magistrate, Dhanbad 

Case no. 169/2007 before Chief Judicial Magistrate, Dhanbad under section 23 and 24 of CLRA 

A prosecution report under section 23 and 24 of the CLRA was filed by the Labour Enforcement Officer 

(Central), Katrasgarh against SMASL with the Chief Judicial Magistrate, Dhanbad for the alleged violation of 

the provisions of CLRA. The matter was transferred to the court of 1 st Class Judicial Magistrate, Dhanbad for 

disposal in accordance with law. Summons for appearance were issued to Mr. Rudra Sen Sindhu and Kuldeep 

Singh Solanki. The matter is currently pending. 

2. Labour Enforcement Officer (Central) v. SMASL before Judicial Magistrate, Dhanbad 

Case No. 163/2008 was registered before the Chief Judicial Magistrate, Dhanbad under section 23 and 24 of 

CLRA 

328

A prosecution report under section 23 and 24 of the CLRA was filed by the Labour Enforcement Officer 

(Central), Katrasgarh against SMASL with the Chief Judicial Magistrate, Dhanbad for the alleged violation of 

the provisions of CLRA. The matter was transferred to the court of I st Class Judicial Magistrate, Dhanbad for 

disposal in accordance with law. Summons for appearance was issued to Mr. Kuldeep Singh Solanki. The 


Income Tax 

1. Notice from the Deputy Commissioner of Income Tax Circle 7(1), New Delhi for rectification of 

assessment order for A.Y. 2004-2005 

SMASL has received a notice under section 154/155 of the I.T. Act dated March 03, 2011 issued by Deputy 

Commissioner of Income Tax Circle 7(1), New Delhi. The assessing officer has proposed to amend the 

assessment order dated December 22, 2006 by treating ` 0.50 million as income being late deposit of 

employees contributions to provident fund. The amount involved in this matter is 0.18 million. SMASL has 

filed a reply against the above said notice. 

2. SMASL v. Additional Commissioner of Income Tax, Range - 7, New Delhi before CIT Appeals – X, 


Appeal No. 534764 of 2011 

SMASL filed an appeal no. 534764 dated April 28, 2011 before the CIT Appeals – X, New Delhi against the 

assessment order dated March 18, 2011 passed under section 143(3) of the I.T. Act by the Additional 

Commissioner of Income Tax, Range - 7, New Delhi. The assessing officer has made an addition of ` 0.59 

million on account of disallowance under section 224(X) of the I.T. Act. Accordingly, a demand of 

` 0.20 million was raised. The total amount involved in this appeal is ` 0.20 million and the matter is currently 

pending. 

3. SMASL v. Additional Commissioner of Income Tax, Range - 7, New Delhi before CIT Appeals – X, 


Appeal No. 897459 of 2010 

SMASL filed an appeal no. 897459 dated April 20, 2010 before the CIT Appeals – X, New Delhi against the 

assessment order dated March 31, 2010 passed under section 143(3) of the I.T. Act by the Additional 

Commissioner of Income Tax, Range-7, New Delhi. The assessing officer has made an addition of ` 0.90 

million and ` 0.33 million on account of disallowance under section 14A and section 224(X) of the I.T. Act, 

respectively. The total amount involved in this appeal is ` 0.55 million and the matter is currently pending. 

Service Tax 

1. Show Cause Notice from the Commissioner of Central Excise and Service Tax v. SMASL for service 

tax recovery 

A show cause notice no. DGCEI/MZU/I&IS/D”/30-135/06/1866 dated February 12, 2007 was issued by 

Additional DG, DGCEI, Mumbai pertaining to recovery of Service Tax amounting to ` 5.80 million 

(excluding interest and penalty, if any) chargeable on cargo handling services provided during the period 

November 25, 2002 to October 31, 2006. The matter was referred for adjudication. SMASL has filed its reply 

on March 16, 2009 with Commissioner of Central Excise. The amount involved in this matter is ` 5.80 million 

and the matter is currently pending. 

2. Show cause notice dated October 17, 2007 

A show cause notice no. V(15)12/S.Tax/Adj/BBSR-II,2007/17793 dated October 12, 2007 was issued by 

Commissioner, Bhubaneshwar pertaining to recovery of Service Tax amounting to ` 18 million (excluding 

interest and penalty, if any) chargeable on site formation services and cargo handling services provided during 

the period April 1, 2006 to December 31, 2006. SMASL has filed its reply on November 3, 2007 with 

Commissioner, Bhubaneshwar. The amount involved in this matter is ` 18 million and the matter is currently 

pending. 

329

3. Show cause notice dated April 20, 2009 

A show cause notice no. IV (4)/19/S.Tax/Adjn/B-I.2009/1353A dated April 20, 2009 was issued by Additional 

Commissioner, Bhubaneshwar pertaining to recovery of Service Tax amounting to ` 1.58 million (excluding 

interest and penalty, if any) chargeable on mining services provided during the period April 1, 2007 to March 

31, 2008.SMASL has filed its reply on August 11, 2009 with Commissioner, Bhubaneshwar. The amount 

involved in this matter is 1.58 million. The matter is currently pending for decision with Additional 

Commissioner. 

4. Show Cause Notice dated September 28, 2010 

A show cause notice no. DL/ST/AE/SMASL/07/05/PT/28364 dated September 28, 2010 was issued by 

Commissioner of Service Tax, New Delhi pertaining to recovery of Service Tax amounting to 

` 10.32 million (excluding interest and penalty, if any) chargeable on site formation services provided during 

the period June 16, 2005 to March 21, 2008. SMASL has filed its reply on December 23, 2010. The matter is 

currently pending and the amount involved in this matter is ` 10.32 million. 

5. SMASL v. Commissioner of Central Excise and Service Tax before the CESTAT, Kolkata 

SMASL filed an appeal on July 2, 2007 before CESTAT, Kolkata under the Finance Act against the order 

passed by Commissioner with respect to show cause notice No.-C.N. V(15)S.Tax/Adj./BSSR-II/2006/7439A 

dated May 24, 2006 pertaining to recovery of Service Tax amounting to ` 12.85 million (excluding interest 

and penalty if any) chargeable on cargo handling services provided during the period August 16, 2002 to 

January 31, 2006. CESTAT, Kolkata has set aside the order of Commissioner vide its order dated June 26, 

2008 and remanded back the matter for re-adjudication to the Commissioner. The matter is currently pending 

for re-adjudication. 


CESTAT STA no. 91 of 2008 

SMASL filed an appeal CESTAT STA no. 91 of 2008 on June 7, 2008 before CESTAT, Kolkata under the 

Finance Act against the order passed by Commissioner with respect to show cause notice no.- 

DGCEI.F.No.379/KZU./KOL/JSR/Gr.C/06/8576 dated November 23, 2006 pertaining to recovery of Service 

Tax amounting to ` 2.56 million (excluding interest and penalty, if any) chargeable on cargo handling / 

business auxiliary services provided during the period August 16, 2002 to April 11, 2006. CESTAT, Kolkata 

had granted a waiver of the pre-deposit and admitted the appeal. The matter is currently pending. 



SMASL filed an appeal CESTAT STA no. 39 of 2009 on March 4, 2009 before CESTAT, Kolkata under the 

Finance Act against the order passed by Commissioner with respect to show cause notice no.-DGCEI. F. No 

.393 /KZU./ KOL / JSR /Gr.C/ 06/ 9144 dated December, 13 2006 pertaining to recovery of Service Tax 

amounting to ` 16.07 million (excluding interest and penalty if any) chargeable on business auxiliary and site 

formation and clearance services provided during the period June 16, 2005 to September 30, 2006. The 

demand of ` 16.07 million has already been deposited. The matter is currently pending. 



SMASL filed an appeal CESTAT STA no. 184 of 2008 no. on October 30, 2008 before CESTAT, Kolkata 

under the Finance Act against the order passed by Commissioner with respect to show cause notice no.- 

IV(15)/11.S.Tax/Adj/BBSR-II,2007/16118A dated September, 18, 2007 pertaining to recovery of Service Tax 

amounting to ` 6.40 million (excluding interest and penalty, if any) chargeable on cargo handling services 

provided during the period August 1, 2005 to December 31, 2006. The demand of ` 3.46 million has already 

been deposited. The matter is currently pending. 

330



SMASL filed an appeal CESTAT STA no. 90 of 2010 on March 29, 2010 before CESTAT, Kolkata under the 

Finance Act against the order passed by Joint Commissioner with respect to show cause notice no.- 

IV(4)57.S.Tax/B-I/07/26605A dated October, 22, 2007 pertaining to recovery of Service Tax amounting to 

` 0.5 million (excluding interest and penalty, if any) chargeable on cargo handling services provided during 

the period August 16, 2002 to March 31, 2007. The demand of ` 0.5 million has already been deposited. The 


10. SMASL v. Joint Commissioner of Central Excise and Service Tax before the Commissioner Appeal, 

Ranchi 

SMASL filed an appeal on August 24, 2009 before Commissioner Appeal, Ranchi under the Finance Act 

against the order passed by Additional Commissioner of Central Excise , Ranchi on May 29, 2009 with respect 

to show cause notice no. V(17)(80)/75/Sainik/Adjn/Ran/07/3134dated April 11, 2008 pertaining to recovery of 

Service Tax amounting to ` 4.44 million (excluding interest and penalty if any) chargeable on business 

auxiliary and site formation services provided during the period October 1, 2006 to February 5, 2007.The 

Commissioner Appeal, Ranchi remanded back the case vide its order in original no.09/Ran/2010 dated January 

29, 2010 for re-adjudication by the Additional Commissioner. The matter is currently pending. 

Cases filed by SMASL 

Statutory 

1. Suo-moto application filed by SMASL for compounding 

SMASL filed a suo-moto application on January 12, 2009 under section 621A of the Companies Act, before 

Central Government through the RoC for compounding of offence committed under Section 297 of the 

Companies Act. The matter is currently pending. 

2. Application under section 11(4) under the Arbitration and Reconciliation Act, 1996 for the appointment 

of arbitrator 

SMASL has filed an application under section 11(4) of the Arbitration and Reconciliation Act, 1996 before the 

Orissa High Court, at Cuttack for the appointment of an arbitrator to resolve the matter related to work order 

issued pursuant to NIT-318 at Lakhanpur for the open cast project during the period July 17, 2004 to January 

11, 2009. The amount withheld by Mahanadi Coalfields Limited is ` 44.14 million on account of said work 

order. The case has been admitted and date of hearing is yet to be decided. 

Writ Petitions 

1. SMASL v. Mahanadi Coalfields Limited, Writ Petition no. 22745/2010 before Orissa High Court, at 

Cuttack 

Writ Petition no. 22745 of 2010 before Orissa High Court 

SMASL has filed a writ petition no. 22745/2010 before Orissa High Court under Article 226/227 of the 

Constitution of India challenging the approval order dated December 8, 2010 regarding the recovery of the 

excess payment from coal transport contract awarded for the works under NIT 240 dated March 07, 2002 

wherein the Mahanadi Coalfield Limited reduced the distance from 9-10 kilometres to 8-9 kilometres thereby 

reducing the rate from ` 28.25 per MT to ` 26.70 per MT. The Orissa High Court issued notices to the parties 

and stayed the recovery till next date. 

2. SMASL v. Mahanadi Coalfields Limited, Writ Petition no 23378/2010 before Orissa High Court 

Writ Petition no 23378 of 2010 before Orissa High Court 

331

SMASL has filed a writ petition no. 23378/2010 before Orissa High Court under Article 226/227 of the 

Constitution of India challenging the approval order dated December 8, 2010 regarding the recovery of the 

excess payment from coal transport contract awarded for the works under the notice inviting tender 372 dated 

October 18, 2005. Under the aforesaid order Mahanadi Coalfield Limited reduced the distance from 9-10 

kilometres to 8-9 kilometres thereby reducing the rate from ` 36.49 per MT to ` 32.84 per MT. The Orissa 

High Court issued notices to the parties and stayed the recovery till next date. The matter is currently pending. 

3. SMASL v. Mahanadi Coalfields Limited, Review petition no 66/2010 was filed before the Division 

Bench, Orissa High Court 

Review Petition No. 66 of 2010 before the Division Bench of the Orissa High Court 

SMASL has filed a review petition no. 66 of 2010 before the Division Bench of the Orissa High Court arising 

out of the judgement passed by the said Division Bench in writ petition no. 5203 of 2009 on March 11 2010. 

SMASL filed a writ petition no. 5203 of 2009 before the Orissa High Court praying the illegal, arbitrary action 

of Mahanadi Coalfield Limited in issuing the letter dated March 02, 2009 for cancelling the contract and 

forfeiture of earnest money for ` 0.75 million deposited in pursuant to notice inviting tender 477 dated March 

26, 2008. The matter is currently pending. 

5. Shyam Indus Power Solution Private Limited (“SIPSPL”) 

Cases filed against SIPSPL 

Writ Petition 

Writ Petition No.6656 of 09 before the High Court of Madhya Pradesh at Jabalpur 

SIPSPL issued an assessment order no. 383 dated April 28, 2009 to Mr. Man Mohan Tanwani for the usage of 

the electricity. Mr. Man Mohan Tanwani filed a writ petition no.6656 of 09 under article 226/227 of the 

Constitution of India against the aforesaid assessment order issued by SIPSPL inter-alia praying for its 

quashing. The matter is currently pending. 

Consumer Cases 

14 consumer complaints under section 12 of the Consumer Protection Act, 1986 have been filed against SIPSL 

before the District Consumer Forum Bhopal, Madhya Pradesh. The complainants under the said complaints 

have alleged deficiency in services by SIPSPL. The complaints are currently pending disposal at various stages 

of adjudication. 

Cases filed by SIPSPL 

Criminal 

SIPSPL has lodged 212 complaints before the Special Court under Electricity Act, 2003 against various 

consumers in relation to theft of electricity. These complaints are currently pending and the aggregate amount 

involved therein is ` 3.92 million. 

6. Rudra Sen & Brothers (JV) Project Private Limited (“RSBJVPL”) 

Cases filed by RSBJVPL 

A scheme of arrangement with the existing shareholders of the RSBJVPL was filed under section 391-394 of 

the Companies Act before the Delhi High Court whereby the immovable property situated at 23 and 25 

Rajdoot Marg, New Delhi standing in the name of such shareholders shall be taken over by the company 

which in turn will allot shares to those shareholders in lieu thereof. 

7. Sindhu Farms Private Limited (“SFPL”) 

Cases filed by SFPL 

332

Civil 

1. SFPL v. State of Haryana before Supreme Court of India, New Delhi 

SFPL filed an appeal on March 07, 2011 under Land Acquisition Act before the Supreme Court of India, New 

Delhi against State of Haryana for release of land from acquisition. The matter is currently pending. 

2. Rudra Sen Sindhu and SFPL v. Ramesh & Others before Assistant Collector for land partition 

SFPL filed a partition application no. 2 on October19, 2010 under Land Revenue Act before Assistant 

Collector, 1 st Grade Kalanaur, Rohtak, Haryana against Ramesh and others for partition of Khewat No.80. The 


3. Rudra Sen Sindhu and Vir Sen Sindhu v. Dharmo etc. before Assistant Collector for land partition 

Mr. Rudra Sen Sindhu and Mr. Vir Sen Sindhu filed a partition application no. 7 on October 19, 2010 under 

Land Revenue Act before Assistant Collector, 1 st Grade Kalanaur, Rohtak, Haryana against Dharmo and others 

for partition of Khewat No. 98. The matter is currently pending. 

4. SFPL v. Kitabo & others before Assistant collector, Kalanour for land partition 

SFPL and Parmeshwari Devi jointly filed a partition application no 4 on October 19, 2010 under Land 

Revenue Act before Assistant Collector, 1 st Grade Kalanaur, Rohtak, Haryana against Kitabo and others for 

partition of Khewat No.147. The matter is currently pending. 

5. SFPL v. Angoori & others before Assistant Collector, Kalanour for land partition 

SFPL filed a partition application no 6 on October19, 2010 under Land Revenue Act before Assistant 

Collector 1 st Grade Kalanaur, Rohtak, Haryana against Angoori and others for partition of Khewat No.151. 

The matter is currently pending. 

6. SFPL v. Department of Haryana Urban Development Authority (“HUDA”) before Land Acquisition 

officer, HUDA, Rohtak for Release of Land at Rohtak 

SFPL filed an application on December 14, 2010 under Land Acquisition Act before Land Acquisition Officer, 

Rohtak against HUDA for release of land at Rohtak. The matter is currently pending. 

7. SFPL v. Bijender & others before Assistant Collector, Kalanour for land partition 

SFPL and Sindhu Holdings Private Limited jointly filed a partition application no 5onOctober19, 2010under 

Land Revenue Act before Assistant Collector, 1 st Grade, Kalanaur, Rohtak, Haryana against Bijender and 

others for partition of KhewatNo.31/20. The matter is currently pending. 

8. SFPL v. District Town Planner, Rohtak for change in land use 

SFPL filed an application on June 29, 2010under Haryana Urban Development Act before District Town 

Planner, Rohtak for grant of change of land use from agriculture land to recreational centre for its land situated 

at village Ismaila, Tehsil Sampla, District Rohtak. The matter is currently pending. 

9. SFPL v. Chief Canal officer/ LCU, Haryana and others. 

SFPL filed a civil writ petition no. 7811 of 2011 on May 2, 2011 before the Punjab and Haryana High Court, at 

Chandigarh for declaring its land situated at village Marodhi Tehsil Kalanour, District Rohtak from 

‘uncommand area’ to ‘canal command area’ so that water be allocated to SFPL for irrigating its land parcel 

which is being used as an orchard. The matter is currently pending. 

10. SFPL v. State of Haryana and others 

SFPL filed a civil writ petition (diary no. U-660324) on April 25, 2011 before the Punjab and Haryana High 

Court for denotifying 20 acres of land from the acquisition proceeding for which Haryana Government issued 

acquisition proceeding under Land Acquisition Act. The matter is currently pending. 

333

8. Sindhu Realtors Private Limited (“SRPL”) 

Cases filed against SRPL 

Tax 

1. SRPL v. Deputy Commissioner of Income Tax, Circle 8(1), New Delhi before CIT Appeals XI, New 

Delhi for A.Y.2008-2009 

Appeal No. 263/10-11 before CIT Appeal–XI, New Delhi 

SRPL filed an appeal no. 263/10-11 before the CIT Appeal–XI, New Delhi on January 31, 2011 against the 

assessment order dated December 30, 2010 passed by the Deputy Commissioner of Income Tax, Circle 8(1), 

New Delhi. The assessing officer has disallowed interest under section 36(1)(iii) of the I.T. Act of ` 1.62 

million; addition of notional interest of ` 1.39 million treated as interest income; ` 10.31 million on account of 

deemed dividend under section 2(22)(e) of the I.T. Act. As a result, demand of ` 5.34 million was raised. An 

amount of ` 2.52 million has been adjusted. The total amount involved in this appeal is ` 5.34 million and the 

matter is currently pending 

9. Unity Holding Business Limited (“UHBL”) 

Cases filed against UHBL 

Civil 

1. Gimpex Limited v. UHBL for injunction of LC payment before the Madras High Court 

Civil Suit No.569 of 2010 before the Chennai High Court 

A civil suit no.569 of 2010 was filed on May 25, 2010 against UHBL by M/s. Gimpex Limited (“Gimpex”) in 

the Madras High Court. UHBL supplied coal to Gimpex against the letter of credit issued by ING Vysa Bank 

Limited and Bank of India Limited. The suit was filed to get a permanent injunction against the said banks 

from remitting the money to Gimpex. The suit has been withdrawn by Gimpex and withdrawal order is 

awaited. 

10. Rajasthan Explosive and Chemicals Limited (“RECL”) 

Cases filed against RECL 

Criminal 

State of Madhya Pradesh v. RECL 

RECL is engaged in the activity of manufacturing and supplying of industrial explosive used in the mining and 

other construction activities. It is alleged that RECL, between April 2010 to June 2010, supplied quantities in 

excess of the permissible levels provided in the buyer’s license to some buyers. 

The state of Madhya Pradesh registered an F.I.R no.161/2010 on July 13, 2010 under section 9B of Explosives 

Act, 1884 (“Explosives Act”). After due investigation, the police filed charge sheet on November 18, 2010 for 

offences punishable under sections 34, 420, 467, 468, 471, 120B, 201, of the IPC, sections 9-B, 9-C of the 

Explosives Act and sections 4 and 6 of Explosive Substances Act, 1908 (“Explosive Substances Act”). 

A second F.I. R no. 310/2010 was lodged at Police Station Chanderi, Madhya Pradesh by the local police on 

August 26, 2010 under sections 9-B of the Explosives Act. After due investigation, the police filed charge 

sheet on November 25, 2010 for offences under sections 34, 420, 467, 468, 471, 120B, 201, of the IPC, 

sections 9-B, 9-C of the Explosives Act and sections 5 and 6 of Explosive Substances Act. 

A third F.I. R. no. 427/2010 was lodged on September 05, 2010 under sections 5, 9-B and 9-C of the 

Explosives Act. After due investigation, the police filed charge sheet on December 04, 2010 for offences under 

334

sections 120B, 420, 465, 467, 468, 471 of the IPC, sections 5, 9-B, 9-C of the Explosives Act and sections 5 

and 6 of Explosive Substances Act. The aforementioned chargesheets in relation to no. F.I. R No. 161/2010, 

F.I. R No. 310/2010 and F.I. R. No. 427/2010 are currently pending before Judicial Magistrate Ist Class, 

Madhya Pradesh, Judicial Magistrate Ist Class, Chanderi, Madhya Pradesh and court at Dholpur, Rajasthan, 

respectively. 

In these cases the employees of RECL namely, Mr. B.D. Aggarwal, managing director, Mr. Edward Kelly, 

director marketing, Mr. Rakesh Kumar Aggarwal, marketing manager, Mr. Vinod Kumar Garg, chief 

marketing manager were arrested and their bail applications are currently pending. 

Tax 

1. RECL v. Central Excise and Service Tax Appellate Tribunal before High Court of Rajasthan at Jaipur 

RECL has filed an appeal with Rajasthan High Court against the order no. A/184/05 NBS dated February 23, 

2005 passed by CESTAT. The matter pertains to demand of ` 0.97 million raised vide case no. 82/CE - 

demand -98 dated December 21, 1998. RECL has filed an appeal against this order with CESTAT who in its 

order no. A/1736/01-NB(S/M) dated December 10, 2001 dismissed the appeal. RECL approached Rajasthan 

High Court and remanded back the case to CESTAT vide its order dated April 30, 2003. CEGAT vide its order 

no A/1387/03 dated November 12, 2003 remanded back the matter to Commissioner, Jaipur. The 

Commissioner, Jaipur rejected the submissions of RECL in its order no. 185(SN) dated April 28, 2004. An 

appeal was filed with CESTAT which was rejected vide its order no. A/184/05/NBS dated February, 2005. An 

appeal has been filed against this order before Rajasthan High Court. The amount involved in this appeal is ` 

0.97 million. The matter is currently pending. 

2. RECL v. Central Excise and Service Tax Appellate Tribunal before Rajasthan High Court 

RECL has filed an appeal with Rajasthan High Court on May 26, 2010 against the order passed by CESTAT 

dated July 27, 2009. The matter pertains to a demand of ` 15.45 million raised vide order no. dated 36/2000 

dated October 31, 2000. The matter was earlier with CESTAT which remanded the same to the Commissioner, 

Jaipur vide order no. A/403-411/2002 NBD dated April 15, 2002 and the Commissioner by his order No. V 

(3602)15/ off/38/98/3243 dated August 29, 2006 has confirmed the earlier order. Against this order RECL 

again filed an appeal before the CESTAT and the CESTAT in its order No. 120-23/08-EX dated March 19, 

2008 set aside the earlier order and again remanded back to the Commissioner Jaipur for cross examination. 

The Commissioner after due cross examination, in his order dated May 05, 2009 again confirmed the original 

demand, penalty and interest, however, the penalty imposed upon the employees have been waived. The 

Company had filed an appeal before the CESTAT on July 27, 2009. CESTAT dismissed the appeal. RECL has 

filed an appeal with Rajasthan High Court against the said order of CESTAT. The amount involved in this 

appeal is ` 15.45 million. The matter is currently pending. 

3. RECL v. CESTAT before Rajasthan High Court 

RECL has filed an appeal with the Rajasthan High Court on March 29, 2004 against the order no. 

M/172/2003passed by CESTAT dated September 16, 2003. The matter pertains to a demand of ` 43.13 million 

raised on February 23, 2001 on account of Excise Duty. 

4. RECL v. CESTAT before Rajasthan High Court 

RECL has filed an appeal with Rajasthan High Court against the order no. A/1553 passed by CESTAT dated 

December 16, 2003. The matter pertains to a demand of ` 0.02 million towards Excise Duty raised on April 

30, 1998. The amount involved in this appeal is ` 0.02 million. The matter is currently pending. 

5. RECL v. Sales Tax Department before Tax Board, Ajmer 

The Sales Tax Department has raised a demand of ` 35.59 million vide order dated May 4, 2001 on the basis 

of an order passed by the Commissioner of Central Excise, Jaipur. The company has filed an appeal on July 

26, 2001 before the Deputy Commissioner of Commercial Taxes (Appeal), Jaipur. The case was transferred to 

assistant commissioner commercial taxes, Bharatpur and a demand of ` 53.96 million including interest was 

raised by assistant commissioner commercial taxes. RECL filed an appeal before Deputy Commissioner. 

335

Appeal, Bharatpur who disallowed the appeal. RECL has filed an appeal before Tax Board, Ajmer. The 

amount involved in this appeal is ` 53.96 million. The matter is currently pending. 

6. RECL v. CTO, Dholpur before JCCT (Appeal), Dhanbad 

The CTO Dholpur passed an order dated December 9, 2002 for non submission of C forms. A demand of 

` 10.04 million was raised. RECL filed an appeal before the DC (Appeal), Bharatpur. The amount involved in 

this appeal is ` 10.04 million. The matter is currently pending. 

11. Blastec (India) Private Limited (“BIPL”) 

Cases filed against BIPL 

Tax 

BIPL v. Sales Tax Commissioner, Satna 

BIPL filed an appeal before Sales Tax Commissioner, Satna against the order of Assistant Commissioner of 

Sales Tax wherein the said authority has made an addition of ` 0.49 million on account of Value Added tax, 

Central Sales Tax and Entry Tax. The matter is currently pending. 

12. Kalinga Coal Mining Private Limited (“KCMPL”) 

Cases filed against KCMPL 

Tax 

KCMPL v. Assistant Commissioner of Income Tax, Circle 1(1), Bhubaneswar for Notice under section 148 

of the I.T. Act for A.Y. 2008-2009 

KCMPL has received a notice under section 148 of the I.T. Act from Assistant Commissioner of Income Tax, 

Circle 1(1), Bhubaneswar dated September 21, 2010 requiring filing of return pursuant to section 148 since the 

assessing officer has reasons to believe that income of the company for A.Y. 2008-2009 has escaped 

assessment. A reply was submitted on October 21, 2010 declaring the original return filed as return pursuant to 

notice under section 148 of the I.T. Act and requesting the assessing officer to give reasons recorded for 

issuance of notice under section 148 of the I.T. Act. However no reply has been received and the matter is 


13. Orichem Limited (“OL”) 

Cases filed against OL 

Tax 

1. OL v. Sales Tax Department before Sales Tax Tribunal, Cuttak, Orissa 

OL has filed various cases before the Central Sales Tax Tribunal in respect of the pending demands for ` 0.28 

million, 0.66 million, 0.01 million, ` 0.04 million, ` 0.12 million and ` 0.04 million for the A.Y. 1990-91, 

1991-92, 1992-93, 1993-94, 1994-95, 1995-1996 and 1998-1999, respectively. The cases pertain to various 

demands like disallowance of freight and insurance for calculation of taxable turnover. The cases are currently 

pending. 

2. OL v. Assistant Commissioner of Sales Tax for A.Y. 1998-1999 

OL has filed an appeal with Sales Tax Tribunal against the order of Assistant Commissioner of Sales Tax 

wherein a demand of ` 10.74 million has been raised on account of unpaid ‘C’ forms and for tax calculated at 

12% instead of 4%.The matter is currently pending. 

3. OL v. Assistant Commissioner of Sales Tax for A.Y. 1999-2000 

336

OL has filed an appeal with Sales Tax Tribunal against the order of Assistant Commissioner of Sales Tax 

wherein a demand of ` 2.78 million has been raised on account of unpaid ‘C’ forms and for tax calculated at 

12% instead of 4% and surcharge at 15%.The matter is currently pending. 

14. Hari Bhoomi Communication Private Limited (“HBCPL”) 

Cases filed against HBCPL 

Tax 

Notice received from Income Tax office, Ward 12(3), New Delhi for scrutiny assessment proceedings for 

A.Y. 2009-2010 

HBCPL has received a notice under section 143(2) of the I.T. Act dated August 26, 2010 from Income Tax 

Officer, Ward 12(3), New Delhi for scrutiny assessment proceedings calling for certain information and 

record. HBCPL has submitted the information sought by the authorities and the proceedings are currently 

pending. 

Criminal 

A criminal complaint was filed by Mr. Vinod Dawar for defamation with the court of Judicial Magistrate, 

Kaithal against Mr. Dev Suman Sindhu, editor and publisher of Haribhoomi newspapers for the alleged 

defamatory news item against appearing against Mr.Vinod Dawar in the publication. The matter is currently 

pending. 

Cases filed by HBCPL 

Criminal 

HBCPL has filed 22 complaints under Section 138 of the Negotiable Instruments Act against various persons. 

These cases have been filed before various courts and the same are currently pending. 

I. Litigation involving our Partnership Firms 

1. Sainik Associates (“SAS”) 

Cases filed by SAS 

Criminal 

SAS has initiated the following case under section 138 of the Negotiable Instruments Act: 

Date of filing Respondent Court Amount under consideration 

(` in million) 

February 17 2007 

M/s. Bhardwaj 

Brothers 

District Court, Dwarka, Delhi 0.50 

2. SMASL-DECO 

Cases filed against SMASL-DECO 

Tax 

SMASL-DECO Service Tax 

A Show Cause Notice dated October 13, 2009 vide No. 94/Commr/ST/Adj -I/09 was issued by Commissioner 

of Central Excise & Service Tax, Bhopal pertaining to imposition of penalty under section 76 of the Finance 

Act for contravention of provisions of rule 6 of Service Tax Rules 1994 and section 68 of the Finance Act for 

delayed payment of Service Tax for the period April, 2008 to March, 2009. SMASL-DECO has filed reply 

337

efore Commissioner of Central Excise & Service Tax, Bhopal vide its letter dated December 12, 2010. The 


Notice received by SMASL-DECO from the Deputy Commissioner of Income Tax, Circle 24(1), New 


SMASL DECO has received a notice under section 143(2) of the I.T. Act dated August 18, 2010 from Deputy 


information and records. SMASL DECO has submitted the details and information as sought by Assistant 

Commissioner of Income Tax from time to time and the assessment proceedings are currently pending. 

3. M. S. & Sons (“MSS”) 

Cases filed against MSS 

Tax 

Assistant Commissioner of Income Tax, Circle 25(1), New Delhi v. MSS for scrutiny assessment for A.Y. 

2009-2010 

MSS has received a notice under section 143(2) of the I.T. Act dated September 13, 2010 from Assistant 


information and record. MSS has submitted the details and information as sought by Assistant Commissioner 

of Income Tax from time to time and the assessment proceedings are currently pending. 

V. Litigations against our Associate 

Cases filed against Global Coal and Mining Private Limited (“GCMPL”) 

Tax 

1. Show Cause Notice received by GCMPL from Commissioner of Service Tax v. GCMPL for recovery of 

Service Tax 

GCMPL received a show cause notice no. C.N./DL/ST/AE/GCM/Gr.1/262/2008 dated October 20, 2010 

issued by Commissioner of Service Tax, New Delhi in respect of recovery of Service Tax amounting to ` 

72.73 million. The GCMPL has filed its reply on February 01, 2011 before the Commissioner of Service Tax, 

New Delhi. The matter is currently pending. 

2. Notice received by GCMPL from the Commissioner of Custom and Central Excise, Hyderabad-III v. 

GCMPL for recovery of Service tax 

The GCMPL received a summon on December 11, 2007 issued by Commissioner of Custom and Central 

Excise, Hyderabad-III wherein it was stated that washing of coal falls under the head business auxiliary 

services and according liable to tax. GCMPL submitted its reply stating that activity of washing of coal falls 

under the mining services therefore, the same is liable to service tax with effect from June 01, 2007 and is 

complying with the same. CESTAT Bangalore in a similar matter has passed an order that coal washing 

activity falls under the category of mining activity, therefore is liable to service tax with effect from June 1, 

2007. No communication has been received since filing of reply by GCMPL. 

Cases filed by GCMPL 

Civil 

GCMPL v. Mahanadi Coalfields Limited before Civil Judge (Senior Division) Jharsugda 

GCMPL has filed a civil suit no. 192 of 2010 before the Court Of Civil Judge (Senior Division) Jharsugda for 

declaration that the suit land which is in their possession has been leased out to them by Industrial 

Infrastructure Development Corporation of Orissa by following the due process of law. An interim application 

was filed in the said suit by GCMPL for restraining Mahanadi Coal Limited from evicting the company from 

the said land. The prayer was not granted and against this GCMPL moved the Orissa High Court which 

338

directed the Civil Judge (Senior Division) Jharugda to decide the suit by the end of October, 2011 and till then 

Mahanadi Coalfields Limited was restrained from evicting GCMPL from the said land. The matter is currently 

pending. 

Material Developments since the Company's last balance sheet: 

Except as stated in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen since 

December 31, 2010, which is the date of the most recent financial statements included in this Draft Red 

Herring Prospectus, which materially and adversely affect or are likely to affect our profitability, our financial 

condition or our ability to pay our material liabilities within the next 12 months. 

Micro or small enterprises to whom our Company owes a sum exceeding ` 100,000 

(` in million) 

Name 

As at 


Gujarat Wedge Wire Screens Limited 0.17 

339

GOVERNMENT AND OTHER APPROVALS 

In view of the approvals listed below, our Company can undertake this Issue and our current business activities 

and no further major approvals from any governmental or regulatory authority or any other entity are required 

to undertake the Issue or continue our business activities. Unless otherwise stated, these approvals are all valid 

as of the date of this Draft Red Herring Prospectus. It must be distinctly understood that, in granting these 

approvals, the Government of India does not take any responsibility for our financial soundness or for the 

correctness of any of the statements made or opinions expressed in this behalf. For further details in connection 

with the regulatory and legal framework within which we operate, please refer to the section titled 

“Regulations and Policies in India” beginning on page 178 of this Draft Red Herring Prospectus. 

Approvals related to the Issue 

The Board of Directors has, pursuant to a resolution passed at its meeting held on May 26, 2011, authorised 

this Issue subject to the approval of the shareholders of our Company under Section 81(1A) of the Companies 

Act, and approvals by such other authorities as may be necessary. 

The shareholders of our Company have, pursuant to a resolution dated May 26, 2011 under Section 81(1A) of 

the Companies Act, authorized the Issue. 

Our Company has obtained the in-principle listing approvals from BSE and NSE dated ●] and [ [●] , 

respectively. 

Our Company is in the process of making an application to the RBI to seek its approval for the Offer for Sale. 

Business Approvals of our Company 

Our Company has received the following significant approvals pertaining to our business: 

Certificates issued by the Registrar of Companies under the Companies Act 

Sr. 

No. 

Issuing 

Authority 

1. Registrar of 

Companies, 

N. C. T. of 

Delhi & 

Haryana 


Companies, 

N. C. T. of 

Delhi & 

Haryana 


Companies, 

N. C. T. of 

Delhi & 

Haryana 

License No. Date Purpose Validity 

55-85837 March 14, 

1997 

U10102DL1997PTC085837 

September 

18, 2009 

U10102DL1997PLC085837 October 1, 

2009 

Certificate of 

incorporation in 

the name of 

‘Aryan Coal 

Benefications 

Private Limited’ 

Fresh certificate 

of incorporation 

consequent upon 

change of name to 

'ACB (India) 

Private Limited' 

Fresh certificate 

of incorporation 

consequent upon 

change of name 

on conversion to 

public limited 

company i.e. 

‘ACB (India) 

Limited’ 

N. A. 

N. A. 

N. A. 

Licenses obtained by our Company and its various units 

340

Sr. 

No. 

Issuing 

Authority 

1. Chief 

Inspector of 

Factories, 

Chhattisgarh 

2. Chhattisgarh 

Environment 

Conservation 

Board, 

Raipur 


Environment 

Conservation 

Board, 

Raipur 


Environment 

Conservation 

Board, 

Raipur. 

5. Contract 

Labour 

Officer, 

Korba, 

Chhattisgarh 

6. Employee 

Provident 

Fund 

Organisation, 

Chhattisgarh 


State 

Electricity 

Board 

8. Water 

Resource 

Department, 

Chhattisgarh 

9. Office of 

Deputy 

Commission 

er, Service 

Tax 

Division, 

New Delhi 

License No./ Registration No. Issue Date Purpose Validity 

3501/3501/G-O/KRB/2m(i) 

4759/TS/CECB/2006 

Dipka Coal Washery Plant 

Korba, Chhattisgarh 

(ACB (India) Limited) 

December 

15, 2010 

September 

27, 2006 

6942/B/CECB/2011 March 10, 

2011 

6944/TS/CECB/2011 March 10, 

2011 

1959/40/KRBA/99 October 25, 

1999 

No.M.P./Raipur/11742/342 April 17, 

2000 

N.A. July 14, 

2003 

289/334 January 18, 

2006 

AABCA0043KST001 July 28, 

2009 

Factory licence 

Consent to 

establish under the 

Air Act and Water 

Act 

Consent to operate 

under the Water 

Act 


under the Air Act 

Registration under 

the Contract 

Labour 

(Regulation and 

Abolition) Act 

(“CLRA”) 

Employee 

Provident Fund 

Registration 

Sanction of power 

supply plant from 

the Chhattisgarh 

State Electricity 

Board for a 

maximum of 1600 

KVA 

Approval for 

supply of water 


the Finance Act, 

1994 

December 

31, 2011 

N.A. 

February 

28, 2012 

February 

28, 2012 

N.A. 

N.A. 

N.A 

One Time 

Valid until 

cancelled. 

341

Sr. 

No. 

Issuing 

Authority 

10. Commercial 

Tax Officer, 

Bilaspur 


Tax Officer, 

Bilaspur 


Tax Identification number ("TIN"): 

22864100475, 

License number 11/01/BIL/3908 

TIN: 22864100475, 

License no. 11/0 /BIL/2546 

September 

24, 2003 

September 

24, 2003 

Registration 

certificate under 

Chhattisgarh 

Value Added Tax 

("VAT") Act, 

2004 

Registration 


Central Sales Tax 

Act 1956 

Valid until 

cancelled 

Valid until 

cancelled 

Chakabura Coal Washery 



1. Chief 

Inspector of 

Factories, 

Chhattisgarh 

4305/4305/G-O/KRB/2m(i) 

December 

15, 2009 


December 

31, 2011 


Environment 

Conservation 

Board, 

Raipur. 

5812/TS/CECB/2005 

December 

13, 2005 

Consent to 


Water Act 

N.A. 


Environment 

Conservation 

Board, 

Raipur 

10137/TS/CECB/2009 January 31, 

2009 

Consent to 


Air Act 

N.A 


Environment 

Conservation 

Board, 

Raipur. 

181/TS/CECB/2011 April 7, 

2011 



Act 

February 

28, 2012 


Environment 

Conservation 

Board, 

Raipur. 


2011 



February 

28, 2012 

6. Contract 

Labour 

Registration 

1969/98/KORBA/2004 April 12, 

2004 


the CLRA 

N.A. 

7. Office of the 

Employee 

Provident 

Fund 

Commissione 

r 

Certificate No. 11742 April 17, 

2000 

Employee 

Provident 

Registration 

Fund 

One Time 

8. Water 

Resource 

289/334 January 18, 

2006 

Approval for 


One Time 

342

Sr. 

No. 

Issuing 

Authority 

Department, 

Chhattisgarh 

9. Office of 

Deputy 

Commissione 

r, Service 

Tax Division 


Tax Officer, 

Bilaspur 


Tax Officer, 

Bilaspur 



2009 

TIN: 22864100475, 


TIN: 22864100475, 


September 

24, 2003 

September 

24, 2003 


the Finance Act 

Registration 


Chhattisgarh 


("VAT") Act, 

2004 

Registration 



Act 1956 

Valid until 

cancelled. 

Valid until 

cancelled 

Valid until 

cancelled 

Pandarpauni Plant, 

Maharashtra 


1. Chief 

Inspector of 

Factories, 

Maharashtra 

070368 February 4, 

2002 


December 

31, 2013 

2. Maharashtra 

Pollution 

Control 

Board 


Pollution 

Control 

Board 


Registering 

Officer, 

Government 

of 

Maharashtra 

5. Employee 

Provident 

Fund 

Organisation, 

Maharashtra 

BO/PCI-II/RO-NG/EIC No. NG- 

0877/-06/E/CC-508 

BO/PCI-II/ROCH/EIC No. CH-146- 

09/R/CC-307 

25/2003 

License No. 287/2008 

MH/PF/NGP/63762/ENF-I/Circle- 

II/453 

April 16, 

2007 

July 31, 

2009 

January 1, 

2008 

May 2, 

2005 

with effect 

from April 

1, 2003 

Consent to 


Water Act and Air 

Act and 

authorization 

under HW (M&H) 

Rules 



and Water Act and 

authorization 

under HW (M&H) 

Rules 


the CLRA 

Employee 


Registration 

6. Maharashtra SE/CH/O&M/Tech/No. 1694 February Approval relating N.A 

N.A. 

August 31, 

2013 

Valid up to 

December 

12, 2011 

N.A. 

343

Sr. 

No. 

Issuing 

Authority 

State 

Electricity 

Board 

Company 

Limited 


Tahsildar 

Rajura Distt. 

Chandarpur 

8. Profession 

tax officer, 

Chandrapur 

9. Office of 

Deputy 

Commission 

er, Service 

Tax Division 

10. Registration 

Officer, 

Sales Tax 

Department, 

Maharashtra 


Officer, 

Sales Tax 

Department, 

Maharashtra 


Letter dated January 3, 2011 January 3, 

2011 

4/8/5/158 February 6, 

2003 


2009 

TIN: 27800000866V 

Reference No. MH01 V334212 

TIN: 27800000866C 

Reference No. MH01 C270858 

18, 2009 to supply of 

electricity 

April 1, 

2006 

April 1, 

2006 

Approval for 



registration under 

the Maharashtra 

State Tax on 

Profession, 

Trades, Calling 

And Employment 

Act, 1975 



Registration 


Maharashtra 

Value Added tax 

("VAT") Act, 

2002. 

Registration 



Act 1956 

December 

31, 2012 

N.A. 

Valid until 

cancelled. 

Valid until 

cancelled 

Valid until 

cancelled 

Gevra Coal Washery Plant, 

Korba 


1. Chief 

Inspector of 

Factories, 

Chhattisgarh 

5316/5316/G-O/KRB/2m(i) 

December 

15, 2010 


December 

31, 2011 


Environment 

Conversation 

Board 

4759/TS/CECB/2006 

September 

27, 2006 

Consent to 

establish under 


Act 

N.A. 

Note: 

Amendment 

to the 

consent to 

establish and 

consent to 

1388/TS/CECB/2009 

June 6, 

2009 

344

Sr. 

No. 

Issuing 

Authority 

operate for 

name of the 

product from 

‘coal 

washery’ to 

‘Beneficiated 

coal’ 


Environment 

Conservation 

Board* 


Environment 

Conservation 

Board* 

5. Office of 

Assistant 

Labour 

Commission 

er, 

Madhya 

Pradesh 


Employee 

Provident 

Fund 

Commission 

er 

7. Water 

Resource 

Department, 

Chhattisgarh 

8. Office of 

Deputy 

Commission 

er, Service 

Tax Division 

9. Commercial 

Tax Officer, 

Bilaspur 


Tax Officer, 

Bilaspur 


No. 177/TS/CECB/2011 April 7, 

2011 

No. 179/TS/CECB/2011 April 7, 

2011 

(i) 4083/KRBA/2009 

(ii) 4086/KRBA/2009 

Combined certificate attached with 

Chakabura. 

(i) March 

6, 2009and 

(ii) March 

6, 2009 

April 17, 

2000. 

289/334 January 18, 

2006 


2009 

TIN: 22864100475, 


TIN: 22864100475, 


September 

24, 2003 

September 

24, 2003 


under Water Act 


under Air Act 


the CLRA 

Employee 


Registration 

Approval for 




Registration 


Chhattisgarh 


("VAT") Act, 

2004 

Registration 



Act 1956 

February 

28, 2012 

February 

28, 2012 

(i) 

December 

31, 2012 

(ii) 

December 

31, 2012 

One Time 

One Time 

Valid until 

cancelled 

Valid until 

cancelled 

Valid until 

cancelled 

Wani Coal Washery 

(KCWPL) 

Maharashtra 

345

Sr. 

No. 

Issuing 

Authority 

1. Inspector of 

Factories 

Maharashtra 


Pollution 

Control 

Board 


Pollution 

Control 

Board 

4. Registering 

Officer, 

Contract 

Labour, 

Amarvari, 

Government 

of 

Maharashtra 


State 

Electricity 

Board O&M 

Circle, 

Yavatmal 

6. Central 

Ground 

Water 

Authority, 

Ministry of 

Water 

Resources, 

Government 

of India 


Commission 

er Employee 

Provident 

Fund, 

Nagpur 

Government 

of 

Maharashtra 

8. Electricity 

Inspectors 

Office 


Assistant 

Commission 


117/YNT/ZM(1) 

December 

31, 2004 

BO/ROA/Yavatmal/113-04/E/CC-85 October 29, 

2004 

BO/RO(P&P)/EIC No.AM-0700- 

07/EIC No.AM-0900-9/CC-168 

9/2009 

License No. 4/2011 

May 3, 

2009 

July 14, 

2009 

SE/Ytl/Tech/HT/LS/No.4157 October 21, 

2004 

21-4(22)/CR/CGWA/2007-1073 October 16, 

2007 

MH/6504 June 27, 

2005 

1603/200 October 29, 

2008 

AACCK2087LST002 

September 

20, 2007 

Factory Licence 

Consent to 


Air Act, Water 

Act and under the 

HW (M&H) Rules 



Act and Air Act 

and authorisation 

under the HW 

(M&H) Rules 


the CLRA 

Sanction of power 

supply 

No Objection 

Certificate for 

withdrawal of 

148cubic meter 

underground 

water per day 

Registration for 

compliance under 

the Employee 


Act and the MP 

Act, 1952. 

Grant of consent 

to run DG sets 



for providing 

December 

31, 2013 

N.A. 

December 

31, 2011 

December 

31, 2011 

One Time 

October 

16, 2012 

One Time 

One Time 

N.A. 

346

Sr. 

No. 

Issuing 

Authority 

er Central 

Excise 

Division, 

Amravati 

10. Sales Tax 

Officer, 

Yavatmal, 

Maharashtra 

11. Sales Tax 

Department, 

Yavatmal, 

Maharashtra 


TIN: 27910320857V April 1, 

2006 

TIN: 27910320857C April 1, 

2006 

business auxiliary 

services 

Registration 


Maharashtra 


("VAT") Act, 

2002 as a reseller 

Registration 



Act 1956 as a 

reseller 

Valid until 

cancelled 

Valid until 

cancelled 

Balanda Coal Washery 

Orissa 

(AEPL) 

1. Chief 

Inspector of 

Factories, 

Orissa 

AN-86 February 9, 

2009 

Factory license 

December 

31, 2013 

2. State 

Pollution 

Control 

Board, 

Orissa 

14486/Ind-II-NOC-1961 July 22, 

2002 

Consent to 


Air and Water Act 

N.A. 

3. State 

Pollution 

Control 

Board, 

Orissa 

21312/SPCB/BBSR-I-IND(CON )- 

3147 

August 30, 

2006 



March 31, 

2011# 

4. State 

Pollution 

Control 

Board, 

Orissa 

21314/SPCB/BBSR-I-IND(CON )- 

3147 

August 30, 

2006 



Act 

March 31, 

2011# 

5. Office of 

Registering 

Officer, 

Government 

of Orissa 

RC No.DLO(T)09/07 

Security & Detective Services 

(India) – valid up to 24.01.2012 

M/s Ramesh Chandra Das – valid up 

to 21-10-2011 

December 

13, 2010 

And 

January 1, 

2010 


the CLRA 

1)January 

24, 2012 

2)October 

10, 2011 

6. Assistant 

Provident 

Fund 

Commission 

er, Employee 

Provident 

Fund 

Letter No. Enf.Cov/6849/OR- 

1/12132/6906 

January 24, 

2005 

Employee 

Provident 

Registration 

Fund 

N.A. 

347

Sr. 

No. 

Issuing 

Authority 

Organisation 

7. Orissa 

Electricity 

Regulatory 

Commission 

8. Executive 

Engineer, 

Agricultural 

Engineering 

Division, 

Government 

of Orissa. 


Commercial 

Tax Officer, 

Dhenkanal 

Circle, Angul 

10. Office of 

Deputy 

Commission 

er, Service 

Tax Division 

11. Tax officer, 

Orissa. 


Reference No : Engg-CPP- 

19/2003/1404 

Agreement for supply of water for 

industrial and domestic use 

August 1, 

2003 

October 1, 

2009 

TIN: 21721305950 April 26, 

2001 

AADCA7307GST001 

November 

19, 2008 

License no. DLC/1941 April 5, 

2002 

Grant of consent 

to run 2 x 380 

KCA DG sets 

Approval for 

supply of Water 

Registration 


Orissa Value 

Added Tax 

("VAT") Act, 

2004 



Registration 



Act 1956 

N.A. 

N.A. 

Valid until 

cancelled 

Valid until 

cancelled. 

Valid until 

cancelled 

# AEPL vide its letter dated December 31, 2010 has applied to the Regional Officer, State Pollution Control 

Board, Angul, Odisha for a renewal of the consent to operate for a period of five years. The application is 

pending approval. 

Gauri Coal Washery, 

Maharashtra 

(AEPL) 

1 Chief 

Inspector of 

Factories, 

Maharashtra 

077648 and 179/CHN/2(m)(i) April 23, 

2007 

Factory 

License 

December 31, 

2011 


Pollution 

Control 

Board 

Application for consent filed dated 

December 8, 2010, through letter 

bearing 

number- 

AEPL/MPCB/con/2010-11 

N.A. Consent to 

establish 

under Air Act 

and Water Act 

N.A. 


Pollution 

Control 

Board 

BO/PCI-II/ROCH/EIC No. CH-224- 

10/R/CC-104 

March 5, 

2010 

Consent to 

operate under 

the Water Act 

and Air Act 

and 

authorisation 

January 3, 

2011 * 

348

Sr. 

No. 

Issuing 

Authority 

4. Office of 

Deputy 

Commission 

er, Service 

Tax Division 


Officer, 

Sales Tax 

Department, 

Maharashtra. 


Officer, 

Sales Tax 

Department, 

Maharashtra. 


AADCA7307GST001 

TIN :27170339791V 

Reference No. MH 01V334215 

TIN :27170339791C 

Reference No. MH 01 C270861 

November 

19, 2008 

April 1, 

2006 

April 1, 

2006 

under the H 

W (M & H) 

Rules 


Registration 

under the 

Finance Act 

Registration 

Certificate 

under 

Maharashtra 

Value Added 

Tax ("VAT") 

Act, 2002 

Registration 

certificate 

under Central 

Sales Tax Act 

1956 

Valid until 

cancelled. 

Valid until 

cancelled 

Valid until 

cancelled 

* AEPL vide its letter dated December 8, 2010 has applied to the Regional Officer, Maharashtra Pollution 

Control Board, Chandrapur, Maharashtra for a renewal of the consent to operate for a period of two years. 

The application is pending approval. 

Binjhri Coal Washery 

Korba 


1. Chief 

Inspector of 

Factories, 

Chhattisgarh 

44001/44001/GO/KRB/2m(i) 

December 

15, 2010 


December 

31, 2011 


Environment 

Conservation 

Board 


2009 

Consent to 



Act 

N.A. 


Environment 

Conservation 

Board 

797/TS/CECB/2009 May 7, 

2009 


under Air Act 

One year 

from the 

first day of 

the month 

of 

commissio 

ning of the 

plant. 


Assistant 

labour 

commissione 

r, Madhya 

Pradesh 

66/Korba/2009 June 16, 

2009 


the CLRA 

N.A. 

349

Sr. 

No. 

Issuing 

Authority 


Employee 

Provident 

Fund 

Commission 

er 

Government 

of Madhya 

Pradesh 


State 

Electricity 

Board 

7. Water 

Resource 

Department, 

Chhattisgarh 

8. Ministry of 

Environment 

and Forests, 

GoI 

9. Office of 

Deputy 

Commission 

er, Service 

Tax Division 


Tax Officer, 

Bilaspur 


Tax Officer, 

Bilaspur 


Combined certificate with 

Chakabura 

April 17, 

2000 

S.No.-/3/4/3024/Thirteen/17CA May 23, 

2009 

289/334 January 18, 

2006 

No. J-11015/554/2007-I.A.II(M) 

December 

10, 2008 


2009 

TIN: 22864100475, 


TIN: 22864100475, 


September 

24, 2003 

September 

24, 2003 

Employee 


Registration 

Approval relating 

to supply of 

electricity 

Approval for 


Environmental 

clearance for the 

expansion from 

0.9 MTPA to 4.8 

MTPA 



Registration 


Chhattisgarh 


("VAT") Act, 

2004 

Registration 



Act 1956 

One Time 

One Time 

One Time 

N.A. 

Valid until 

cancelled. 

Valid until 

cancelled 

Valid until 

cancelled 

Himgir Coal Washery 

Orissa 


1. Directorate 

of Factories 

and Boilers 

Orissa 

13249 IV (A) sg (II) 36/09 September 

11, 2009 

Approval of Plan 

and Grant of 

Permission to 

construct a 

Building under the 

Factories Act, 

1948 

One Time 

2. State 12991/Ind-II-NOC-5171 August 12, Consent to August 11, 

350

Sr. 

No. 

Issuing 

Authority 

Pollution 

Control 

Board, 

Orissa 

3. State 

Pollution 

Control 

Board, 

Orissa 


No. ACBL/Orissa/POL/09-10/763 August 04, 

2010 

2009 establish under 


Act 

Consent to 



Act 

2014 

N.A. 

4. State 

Pollution 

Control 

Board, 

Orissa 

1026/III-CON(Operate)286 May 4, 

2011 



and Air Act 

March 31, 

2012 

5. State 

Pollution 

Control 

Board, 

Orissa 

1028/III-CON(NOC-197/2010-11 May 4, 

2011 

Consent to 

establish railway 

siding of M.s 

Himgir Coal 

Washery 

May 3, 

2016 


Environment 

and Forests 

J-11015/925/2007-IA.II(M) June 22, 

2009 

Environmental 

clearance 

N.A. 

7. Assistant 

Commission 

er of Sales 

Tax, 

Jharsuguda 

Circle, 

Jharsuguda 

TIN: 21544500162 

September 

11, 2009 

Registration 


Orissa Value 

Added Tax 

("VAT") Act, 

2004 

N.A. 

8. Assistant 

Commission 

er of Sales 

Tax, 

Jharsuguda 

Circle, 

Jharsuguda 

TIN: 21544500162 

September 

11, 2009 

Registration 



Act 1956 

N.A. 

Ratija Washery 


(Spectrum) 

1. Chief 

Inspector of 

Factories, 

Chhattisgarh 

5207/5207/G-o/KRB/2m(i) January 24, 

2011 

Factory License 

December 

31, 2011 


Environment 

Conversation 

Board 

2377/TS/ CECB/2007 May 3, 

2007 

Consent to 


Air and Water 

Act. 

One Time 

351

Sr. 

No. 

Issuing 

Authority 


Environment 

Conversation 

Board 


Environment 

Conversation 

Board 

5. Registering 

officer, 

Government 

of 

Chhattisgarh 

6. Office of 

Chief 

Engineer , 

Chhattisgarh 

Electricity 

Board 

7. Employee 

Provident 

Fund 

Organisation 


Environment 

and Forests, 

GoI 

9. Office of 

District 

Magistrate, 

Korba, 

Chhattisgarh 

10. Assistant 

Commission 

er; Central 

Excise 

Division, 

Bilaspur, 

Chhattisgarh 


Tax Office, 

Chhattisgarh 


Tax Office, 

Chhattisgarh 



2011 


2011 

65/KRBA/2009 May 20, 

2009 

License No. 02-02/SE-11/1455 

5020/ 2004 

No. J-11015/920/2007-I.A.II(M) 

September 

16, 2004 

August 13, 

2004 

December 

11, 2008 

7897/License/2008 July 29, 

2008 

AADCS9860JST002 January 8, 

2007 

TIN: 11030004 October 16, 

2001 

(operation 

started in 

2004) 

TIN: 11030004 October 16, 

2001 

(operation 

started in 

2004) 


under Water Act. 


under Air Act. 


the CLRA 

Sanction of 1500 

KW additional 

power at 33KW 

Employee 


Registration 

Environmental 

clearance for the 

expansion from 

6.5 MTPA to 11 

MTPA 

No Objection 

Certificate for 

drawl of ground 

water 



Registration 


Chhatisgarh Sales 

Tax, 1947 

Registration 



Act, 1956 

March 31, 

2012 

March 31, 

2012 

N.A. 

N.A. 

N.A. 

N.A. 

One Time 

Valid until 

cancelled 

Valid until 

cancelled 

Valid until 

cancelled 

352

Sr. 

No. 

Issuing 

Authority 


Talcher 

Kalinga, Orissa 

Spectrum Coal and Power Limited 

1 Directorate 

of Factories 

and Boilers, 

Orissa 

AN-107/ S.No.- 05053 January 1, 

2009 

Factory License 

Valid for a 

period of 5 

years. 

2. 

State 

Pollution 

Control 

Board, 

Orissa 

4488/Ind-II-NOC-3273 February 9, 

2005 

Consent to 


Air and Water Act 

3. State 

Pollution 

Board, 

Orissa 

7556/IND-I-CON-5862 May 3, 

2011 



and Air Act for 

manufacture of 

washed coal 

March 31, 

2014 


Water 

Resources, 

GoI 

21-4(63)/SER/CGWA/2008-723 August 12, 

2008 

Consent for 

withdrawal of 50 

m3 of ground 

water per day. 

August 11, 

2013 

5. Office of 

Superintendi 

ng Engineer, 

Central 

Electricity 

Supply 

Utility, 

Orissa 

4237 October, 

31, 2007 

Permission to 

avail 1 MW load 

at 33KV for Coal 

Washery Plant at 

MCL, Balaram 

N.A. 

6. Office of 

Deputy 

Director 

Mines, 

Talcher, 

Orissa 

9922/Mines May 3, 

2010 

License for 

procuring/processi 

ng/storing/ 

trading/transportin 

g of coal under 

Orissa Minerals 

(Prevention of 

Theft, Smuggling 

& Illegal Mining 

and Regulation of 

Possession, 

Storage, Trading 

& Transportation) 

Rules, 2007. 

March 26, 

2012 

7. Assistant 

Commission 

er; Central 

Excise 

Division, 

Bilaspur, 

Chhattisgarh 

AADCS9860JST002 January 8, 

2007 



Valid until 

cancelled 

353

Sr. 

No. 

Issuing 

Authority 

8. Office of 

Assistant 

commissione 

r of Sales 

Tax, Cuttack 

Branch, 

Cuttack 

9. Office of 

Assistant 

commissione 

r of Sales 

Tax, Cuttack 

Branch, 

Cuttack 


TIN: 21891308039 January 2, 

2006 

TIN: 21891308039 January 2, 

2006 

Registration 


Orissa Value 

Added Tax Act, 

2005 

Registration 



Act 1956 

Valid until 

cancelled 

Valid until 

cancelled 

10. District 

Labour 

Officer, 

Talcher 

Orissa 

DIO(T)-2/2006 

November 

5, 2007 

Registration of the 

Company under 

CLRA 

One Time 

A. Power Plants 

Approvals Obtained 

S. 

No 

. 

Issuing 

Authority 

License No./Registration No. Date Purpose Validity 

270MW Power Plant Project, 

Chhattisgarh 



Environment 

Conservation 

Board 

3227/TS/CEC/2007 June 1, 

2007 

Consent to 

establish under Air 

(Prevention and 

Control of 

Pollution) 

Act,1981 and 

Water (Prevention 

and Control of 

Pollution) 

Act,1974 

N.A. 

2. Airport 

Authority of 

India 

AAI/20012/400/2007-ARI (NOC) June 21, 

2007 

Height clearance 

for construction of 

chimney 

Valid for a 

period of 

four year 

i.e. until 

June 20, 

2011 

3. Office of 

Gram 

Panchayat, 

village 

Kasaipali, 

- March 9, 

2006 

No objection 

certificate for 

acquisition of land 

for the power plant 

N.A. 

354

S. 

No 

. 

Issuing 

Authority 

Korba 



Commerce 

and Industry. 

Secretariat 

for Industrial 

assistance. 

1195/SIA/INO/2007 April 1, 

2007 

Industrial 

entrepreneur’s 

memorandum for 

generation and 

transmission of 

electric energy 

produced in coal 

based thermal 

power plants. 

N.A. 

5. State Level 

Environment 

Impact 

Assessment 

Authority, 

Chhattisgarh, 

MoEF. 

328/SEIAA-CG/EC/TPP/KOR/32/08 

December 

22, 2008 

Environment 

clearance. 

Valid for 

five years 

from the 

date of 

operation 

of the 

plant. 

6. Power Grid 

Corporation 

of India 

April 30, 

2009 

Bulk Power 

transmission 

agreement for long 

term open access 

from 400KV 

polling substation 

at Sipat. 

25 years 

from the 

date of 

commence 

ment of 

open 

access 

7. Additional 

Secretary, 

Water 

Resource 

Department, 

Raipur 

- August 13, 

2007 

Permission to 

draw 10 million 

cubic meters of 

water per annum 

N.A. 

8. Commercial 

Tax Officer, 

Bilaspur 

TIN: 2243103767 July 27, 

2009 

Registration 


Chhattisgarh 


Act, 2004 

Valid until 

cancelled 

9. Commercial 

Tax Officer, 

Bilaspur 

TIN: 2243103767 July 27, 

2009 

Registration 



Act 1956 

Valid until 

cancelled 

30 MW Thermal Power Plant, 

Chhattisgarh (ACB (India) Limited) 


Environment 

Conservation 

Board* 

Amended by 

letter dated 

June 21, 

826/TS/CECB/2005 

2722/CECB/2005 

and 

February 

21, 2005 & 

June 21, 

2005 

Consent to 


Air (Prevention 


Pollution) 

Act,1981 and 

Water (Prevention 


- 

355

S. 

No 

. 

Issuing 

Authority 


2005 

whereby the 

condition to 

acquire 25 

acres of land 

adjoining the 

power plant 

was changed 

to acquire 25 

acres of land 

surrounding 

the power 

plant. 

Pollution) 

Act,1974 

2. Airport 

Authority of 

India 

AAI/20012/1195/2004-ARI (NOC) 

December 

23, 2008 



chimney 

December 

22, 2012 

3. Chief 

Inspector of 

Factories, 

Chhattisgarh 

5308/5308/B-5/KRB/2m(i) 

December 

15, 2010 

Factory license 

December 

31, 2011 


Environment 

Conservation 

Board* 

6891/TS/CECB/2011 March 8, 

2011 


under Water Act. 

January 

31, 2012 


Environment 

Conservation 

Board* 

6893/TS/CECB/2011 March 8, 

2011 


under Air Act. 

January 

31, 2012 

6. Boiler 

Inspectorate, 

Chhattisgarh, 

Raipur 

Order No. G/PO/02/10 April 9, 

2010 

Permission to use 

the water tube 

boiler pending the 

issue of a 

certificate 

October 5, 

2011 


State 

Electivity 

Board 

02-02/ACE-II/36928/12/05 

December 

28, 2005 

Sanction of 2500 

KVA for start up 

power for the 

project 

N.A. 


State 

Electricity 

Regulatory 

Commission 

Petition No. 28/2009 (M) June 25 

2009 

Order for adopting 

the tariff 

N.A 

9. Water 

Department 

Ministry, 

Raipur, 

Agreement between the company and 

Executive Engineer, Water Resources 

Department, Korba 

January 

16, 2008 

Permission to 

draw 5918 cubic 

meter of water per 

day from Kholar 

Nala, Korai 

30 Years, 

with effect 

from 

March 21, 

2006. 

356

S. 

No 

. 

Issuing 

Authority 



Tax Officer, 

Bilaspur 

TIN: 22344102701 August 5, 

2005 

Registration 


Chhattisgarh 


Act, 2004 

Valid until 

cancelled 

30MW Extension Power Plant, 

Chhattisgarh (ACB (India) Limited) 

1. Airport 

Authority of 

India 

AAI/20012/804 /2007-ARI (NOC) 

September 

11, 2007 



chimney 

Valid for a 

period of 

four years 

from the 

date of 

issue i.e. 

September 

10, 2011. 


Commerce 

and Industry, 

GOI 

1099/SIA/IMO/2007 April 9, 

2007 

Industrial 


memorandum for 

generation and 

transmission of 

electric energy 

produced in coal 

based thermal 

power plants. 

N.A 


Environment 

Conservation 

Board, 

Raipur 


2010 

Permission 

Establish 

to 

N.A. 

4. State Level 

Environment 

Impact 

Assessment 

Authority, 

Chhattisgarh, 

MoEF. 

378/SEIAA-CG/EC/TPP/KOR/77/09 

November 

23, 2009 

Environment 

Clearance 

Valid for 

five years 

from the 

date of 

operation 

of the plant 

1x50 MW Power Plant, 

Ratija Chhattisgarh , (Spectrum) 


Environment 

Conservation 

Board 

3139/TS/CECB/2007 

Note: 

Vide amendment letter no. 

8663/TS/CECB/ 2009 dated January 

6, 2009, the Chhattisgarh 

Environment Conservation Board had 

granted the consent to establish for 

2x50 MW Power Plant. 

May 28, 

2007 

Consent to 

establish 

under Air 

Act and 

Water Act 

-One Time 

2. Power Grid 

Corporation 

of India 

C/ENG/SEF/W/06/SCPL March 16, 

2009 

Long term 

open access 

for inter- 

Valid for a 

period of 25 

years from the 

357

S. 

No 

. 

Issuing 

Authority 


Limited 

state 

transmission 

system for 

transfer of 

power 

date of 

commencement 

of open access. 


Environment 

Protection 

Board 

541/TSCECB/2007 

February 

9, 2007 

NOC for 

obtaining 

Environment 

al Licence. 

One Time 


Environment 

and Forest, 

GoI* 

J-13011/30/2007-IA.II(T) 

December 

31, 2007 

Environment 

clearance 

Valid for a 

period of 5 years 

with effect from 

the date of grant 

of approval i.e. 

valid until 

December 31, 

2012 

5. Department 

of Water 

Resources, 

Raipur 

No. 

Raipur 

360/F4-16/31/S-2/OJP/2006, 

January 

17, 2008 

Approval for 

supply of 

water 

One Time 

6. Airport 

Authority of 

India 

AAI/20012/1503/2008-ARI(NOC) August 25, 

2008 

Height 

clearance for 

construction 

of Chimney 

Seven years 

from the date of 

issue, i.e., 

August 24, 2015. 

7 Ministry of 

Commerce 

and Industry. 

Secretariat 

for Industrial 

assistance. 

3288/SIA/IMO/2008 

October 

14, 2008 

Industrial 

entrepreneur 

’s 

memorandu 

m for 

generation 

and 

transmission 

of electric 

energy 

produced in 

coal based 

thermal 

power 

plants. 

N.A. 

* Approval is granted for 50 MW. Spectrum is proposing to undertake the projects in phase. Phase-I will 

undertake 50 MW and Phase 2 will initiate the balance 50 MW. 

** Approval is granted for 60 MW. Spectrum is proposing to undertake the projects in phase. Phase-I will 

undertake 50 MW and Phase 2 will initiate the balance 50 MW. 

Sr. 

No. 

Issuing 

Authority 

License No./ Registration No. Date Purpose Validity 

1200 MW Power Plant, 

Sidhi Madhya Pradesh (AMPPGPL) 

358

Sr. 

No. 

Issuing 

Authority 

1. Power Grid 

Corporation 

of India 

Limited. 


Commerce 

& Industry, 

GOI 

3. Major 

Irrigation 

Control 

Board, 

Bhopal 


C/ENG/SEF/TA/L/W/09/001 July 15, 

2009 

1745/SIA/IMO/2008 June 10, 

2008 

31/Tak/Rajya Striya/103/06/259 May 18, 

2010 

Long term open 

access for interstate 

transmission 

system for 

transfer of power 

Industrial 


memorandum 

for generation 

and transmission 

of electric 

energy produced 

in coal based 

thermal power 

plants 

Approval of 44 

cusec water from 

River Banas. 

Valid for a 

period of 25 

years from 

the date of 

commencem 

ent of open 

access 

N.A. 

N.A. 

1200MW Power Plant 

Chhattisgarh (ACGPGPL) 

1. Water 

Resource 

Department 

Government 

of 

Chhattisgar 

h 

No. 

594/2/13/UV/MOU/FEASIBILITY/0 

8 

December 

2, 2009 

Approval of 35 

million cubic 

meter water 

from River 

Hasdev. 

One Time 


Commerce 

and 

Industry, 

GoI 

642/SIA/IMO/2008 March 5, 

2008 

Industrial 


memorandum 



of electric 


in coal based 

thermal power 

plants. 

N.A. 

600 MW Power Plant , 

Chhattisgarh (TRN ENERGY ) 


Commerce 

and 

Industry. 

Secretariat 

for 

Industrial 

2247/SIA/IMO/2007 August 8, 

2007 

Industrial 


memorandum 



of electric 


N.A. 

359

Sr. 

No. 

Issuing 

Authority 

assistance. 


Environmen 

t and Forest, 

GoI 

3. State 

Investment 

Promotion 

Board, 

Raipur, 

Chhattisgar 

h 


March 

18,2011 

No. 328/SIPB/2009/506 June 29, 

2009 

in coal based 

thermal power 

plants. 

MoEF Clearance 

Approval for 


N.A 

One Time 

Manufacturing Plant 

ACCT has a manufacturing plant at Rewari presently engaged in manufacturing of coal washing equipments. 

Rewari Plant 

Sr. 

No. 

Issuing 

Authority 

1. Haryana 

State 

Pollution 

Control 

Board 

2 Chief 

Inspector of 

Factories, 

Haryana 

3. Haryana 

State 

Pollution 

Control 

Board 

4. Joint Labour 

Commission 

er, Haryana 

5. Executive 

Engineer, 

Electrical 

Inspectorate, 

Haryana 

6. Assessing 

authority, 


HSPCB/NOC/2004/651 August 10, 

2004 

MOH/A-4/3006/ 7363 January 1, 

2011 

HSPCB/Consent/2007/11 April 18, 

2007 

CLA/RG-1,620/DLC- 

II/HR/6/RWR/2 

February 

15, 2011 

2774 August 23, 

2007 

TIN: 06152705639 

October 

18, 2004 

Consent to 

establish 

under Air 

Act and 

Water Act 

Factory 

Licence 

Consent to 

operate 

under Air 

Act and 

Water Act 

Registration 

under the 

CLRA 

Issued for 

running 

1*100 KVA, 

1*25 KVA 

DG sets and 

315 KVA 

(Motors). 

Registration 

certificate 

N.A. 

Up to December 

31, 2015 

March 31, 2011* 

All contracts 

valid up to 

December 31, 

2011. 

The Executive 

Engineer has 

inspected the 

DG sets and 

approved the 

installations vide 

his letter dated 

May 20, 2010 

Valid until 

cancelled 

360

Sr. 

No. 

Issuing 

Authority 

Haryana 

7. Regional 

Director, 

Daruhera 

8. Assistant 

Commission 

er, Central 

Excise 

Division, 

Rewari 


Assistant 

Commission 

er, Service 

Tax 

Division, 

Gurgaon 


Regional 

Provident 

Fund 

Commission 

er 


13/10416/67/900 March 15, 

2005 

AAECA8119MXM001 October 6, 

2004 

D-III/ST/R-II/GTA/523/2005 April 6, 

2005 

Comp./Cov./HR/GGN./II/26806/121 

1/1867 

February 

14, 2005 

under 

Central 

Sales Tax 

Act 1956 

Employee 

State 

Insurance 

Corporation 

Registration 

certificate 

under 

Central 

Excise Tax 

Act , 1944 

Registration 

certificate 

under 

Haryana 

Value 

Added Tax 

("VAT") 

Act, 2003 

Employee 

Provident 

Fund 

Registration 

N.A. 

Valid until 

cancelled 

Valid until 

cancelled 

* Our Company on March 21, 2011 has applied for renewal of Consent to operate under Air Act and Water 

Act from Haryana State Pollution Control Board. 

Business approvals applied for 

Our Company has applied for the following significant approvals pertaining to our business: 

N.A. 

1200 MW, Chhattisgarh (ACGPGPL) 


Coal, GoI 

2. Power Grid 

Corporation of 

India Limited* 


Environment 

and Forest, GoI 

ACBPL/BK/MOC/08-09/460 June 12, 2008 Long term 

linkage for 

coal 

ACBPL/PGCIL/OA/07-08/396 March 4, 

2008 

ACBPL/1200MW_Hadaspur&Katsira_CG/2008- 

09/1 

January 14, 

2009 

Long- term 

open access 

Environmental 

clearance. 

1200 MW, Sidhi Madhya Pradesh (AMPPGPL) 


Coal, GoI* 

ACBPL/BK/MOC/08-09/459 June 12, 2008 Long-term 

Linkage for 

coal. 

361


Environment, 

GoI 

Terms of 

reference has 

been prescribed 

by the MoEF 

by a letter dated 

February 10, 

2009 

acbpl/hm/2008-09/540. 

J-13012/140/2008-IA.II(T) 

September 29, 

2008 

Environmental 

clearance # 

IB Valley Washery (ACB (India) Limited) 


Environment, 

GoI 

Terms of 

Reference has 

been prescribed 

by the MoEF 

by a letter dated 

January 16, 

2008 

J-11015/926/2007-IA.II(M) February 20, 

2009 

Kuchena Washery 

(ACB) India Limited 

Environmental 

clearance. 


Environment, 

GoI 

Terms of 

reference has 

been 

prescribed by 

the MoEF by 

a letter dated 

August 25, 

2008 

ACBPL/MOEF/07-08/1051 

J-11015/900/2007-IA.II(M) 

July 14, 2007 

Environmental 

clearance. 

North Karanpura Coal Washery 

ACB India Limited 


Environment, 

GoI 

Terms of 

reference has 

been 

prescribed by 

the MoEF by 

a letter dated 

November 

30, 2007 

* 

# 

ACBPL/MOEF/07-08/1050 

J-11015/924/2007-IA.II(M) 

August 14, 

2007 

Environmental 

clearance. 

This application is subsequent to the enhancement of capacity of the power plant. 

Public hearing is completed successfully on October 7, 2009 and final Environment Impact Assessment Report is 

being submitted to the MoEF. 

Sr. Authority Application No. Date Purpose 

362

No. 

270MW Power Plant Project, Chhattisgarh 

ACB (India) Limited 

1 Minister for 

Power and 

Coal, 

Government 

of India. 

Acbpl/MoP/04-10/677 June 24, 2009 Coal Linkage 

application 

Intellectual Property of our Company 

Our Company has made an application dated August 22, 2009 to the Trademark Registry, to register the 

following trademark under classes 40. The reference number allotted to the application is 1853697. 

Intellectual Property of our Company 

Sr. 

No. 

Authority Application No. Date Purpose 

1 Trade Mark 

Registry, 

Government 

of India 

Application No.1853697 has been filled for 

registration of the ACB Trade Mark. 

August 22, 

2009 

Registration of 

the ACB 

Trade Mark. 

363

KEY PROVISIONS OF CERTAIN AGREEMENTS 

The following is a description of terms and conditions and the general nature of certain material contracts in 

relation to our business. This section should be read in conjunction with “Our Business” on page 136. 

A. COAL BENEFICIATION BUSINESS 

I. Dipka Area (Dipka washery, Gevra washery and Chakabura washery) 

1. Work order dated May 10, 2010 to our Company by Gujarat State Electricity Corporation Limited 

(“GSECL”) for beneficiation of coal and supply of beneficiated coal to GSECL’s thermal power 

stations and agreement dated July 19, 2010 thereto 

Pursuant to tender no. GSECL/Fuel/Wash Coal/2009A and letter of intent no. GSECL/Fuel/Wash 

Coal/2009/385 issued by GSECL and other correspondences and negotiations with our Company, GSECL 

placed a work order dated May 10, 2010 with our Company (“GSECL Work Order”) for beneficiation of 

RoM ‘F’ grade coal and supply of beneficiated coal to GSECL’s thermal power stations. 

As per the GSECL Work Order, our Company is required to lift RoM ‘F’ grade coal by road-mode from the 

collieries of South Eastern Coalfields Limited (“SECL”) in Korba coalfields, beneficiate the coal at the Dipka 

washery with its wet beneficiation process and supply the beneficiated coal to the power stations of GSECL at 

Ukai, Gandhinagar, Wanakbori and Sikka as per the rail mode in accordance with the specified monthly 

delivery schedule. The quantity of beneficiation of coal shall be 7.50 lakh MT per month with effect from 

April 1, 2010The quantity of allocated coal by GSECL may vary depending upon the decision of GSECL and 

allocation of coal by SECL from time to time. Accordingly, GSECL has reserved the right to vary the quantity 

of coal. 

Our Company is responsible for making the necessary arrangements for transportation of the coal from the 

collieries of SECL to the washeries and the safe transportation of beneficiated coal from the washeries to the 

railway siding. Our company is also responsible for getting the right quality of ‘F’ grade RoM coal with proper 

top size from SECL and ensuring that the beneficiated coal is transported as per the specified quality 

parameters from the washery plant to the railway sliding. The price to be paid for the beneficiating charges, 

transportation charges and pay loader charges is Rs. 120.37 per MT. 

The GSECL Work Order provides for payment of penalty by our Company in the event the quality of the RoM 

and the beneficiated coal is not in accordance with the quality as specified in it. The term of the GSECL Work 

Order is for a period of one year from April 1, 2010 and may be extended at the sole discretion of GSECL with 

the same rates, terms and conditions for a period of six months or till finalisation of new order by GSECL, 

whichever is earlier. The GSECL Work Order was extended for two months by GSECL pursuant to a letter 

dated March 24, 2011 and is currently valid through May 2011. The GSECL Work Order may be terminated 

by GSECL, without giving any notice period and without any compensation, if our Company fails to start the 

execution of the contract by the date committed by it. GSECL also has the right to terminate the GSECL Work 

Order by giving one month written notice without assigning any reasons thereof. 

Our Company and GSECL entered into an agreement dated July 19, 2010 to give effect to the GSECL Work 

Order. 

2. Work order dated July 25, 2006 to our Company by Rajasthan Rajya Vidyut Utpadan Nigam Limited 

(“RRVUNL”) for beneficiation of coal and supply of beneficiated coal to Kota and Suratgarh 

thermal power stations and agreement dated August 14, 2006 thereto 

Pursuant to correspondences between our Company and RRVUNL, RRUVNL placed a work order dated July 

25, 2006 with our Company (“RRUVNL Work Order”) for beneficiation of coal and supply of beneficiated 

coal to Kota and Suratgarh thermal power stations. 

The RRUVNL Work Order is for beneficiation of 6.00 lakh MT per month raw coal grade ‘F’ against linkages 

granted by the standing linkage committee from Korba Field of SECL. This quantity may vary depending upon 

the total allocation of linkages of coal to RRUVNL from time to time. The responsibility of our Company 

includes the transportation of raw coal from the collieries to the beneficiation plant by road including 

unloading at coal washery, beneficiating the raw coal, transporting the raw coal from the washery to the 

nearest railway siding and loading the washed coal into railway wagons. The RRUVNL Work Order provides 

364

for the rate to be charged for each of these activities and the quality of the beneficiated coal. Penalty may be 

imposed on our Company in the event the quality of the beneficiated coal is not in accordance with the quality 

specified in the RRUVNL Work Order. 

The RRUVNL Work Order was initially for a period of two years from the date of commencement of work 

and thereafter could be extended further upto five years at the option and discretion of RRUVNL. The 

RRUVNL Work Order has been extended thrice and pursuant to a letter dated March 8, 2011 from RRUVNL, 

it was extended to July 20, 2012. The RRUVNL Work Order can be terminated after the first year by giving a 

notice of three months in writing by either party, if the situation so warrants. 

Our Company and RRVUNL entered into an agreement dated August 14, 2006 to give effect to the RRUVNL 

Work Order. 

3. Work Order for supply of beneficiated coal to Punjab State Power Corporation Limited (“PSPCL”) 

by the Company dated March 8, 2011 (“PSPCL Work Order”) 

PSPCL has awarded work order for beneficiation of raw coal grade “F” against its linkages from Korba coal 

fields of South Eastern Coalfield Limited (‘SECL’) and its delivery to PSPCL Power Plants. The quantity to be 

beneficiated during the term of the PSPCL Work Order is 60,000 tonnes per month which may vary as per 

linkages allocated by standing linkage committee. The scope of the PSPCL Work Order inter-alia includes the 

taking delivery of raw coal from mine authority on behalf of PSPCL, transportation of the same to washery, 

processing/beneficiation, loading of beneficiated coal into wagons for dispatch etc. The PSPCL Work Order is 

valid for a period of one year from February 25, 2011 to February 24, 2012. The term of the PSPCL Work 

Order can be mutually extended for a period of three years at the same terms and conditions at the discretion of 

PSPCL. 

The beneficiation charges payable as per the work order are Rs. 152/- per tonne of coal beneficiated. Rates for 

beneficiation are firmed and shall be revised for 2nd and 3rd year based on escalation in the wholesale price 

index and consumer price index. PSPCL will reimburse the transportation and loading charges as per the rates 

mentioned in the PSPCL Work Order. The rejects produced from the washery of the Company shall be 

disposed off by the Company. The Company will give credit for coal rejects at the rate Rs. 20 per tonne of raw 

coal beneficiated. 

In the event, the Company repeatedly defaults in receiving services to the satisfaction of PSPCL, the PSPCL 

reserves its rights to terminate the contract after giving one month’s notice to the firm without assigning any 

reason. Our Company and PSPCL are yet to enter into a contract to give effect to PSPCL Work Order. 

4. Work Order dated May 5, 2009 placed by Maharashtra State Power Generation Company Limited 

(MAHAGENCO) on our Company, (“MAHAGENCO Work Order”) and agreement dated May 29, 

2010 thereto 

MAHAGENCO has awarded the MAHAGENCO Work Order dated May 5, 2009 for the work of beneficiation 

of raw coal of ‘F’ grade against its linkages of South Eastern Coalfield Limited and its delivery to Koradi & 

Khaperkheda thermal power stations of MAHAGENCO. The MAHAGENCO Work Order is valid for a period 

of one year from the date of commencement of supply of beneficiated coal to MAHAGENCO. In terms of the 

MAHAGENCO Work Order, it can be further extended for a period of 1 (one) year at the same rate, terms and 

conditions at the discretion of MAHAGENCO, if mutually agreed. Presently the MAHAGENCO Work Order 

is extended up to July 31, 2011. 

The total quantity to be beneficiated during the term of the MAHAGENCO Work Order is 1.00 MTPA (plus 

minus 5%) which may vary as per linkages allocated by the standing linkage committee. The beneficiation 

charges payable as per the MAHAGENCO Work Order are Rs.115/- (Rs. One hundred fifteen only) per MT of 

raw coal. The price is inclusive of all charges including transportation charges, loading charges etc. The rejects 

produced by the Company shall be disposed off by the Company. 

MAHAGENCO also has the right to terminate the MAHAGENCO Work Order with ten (10) days advance 

notice if the performance of the Company is unsatisfactory. Our Company and MAHAGENCO entered into an 

agreement dated May 29, 2010 to give effect to the MAHAGENCO Work Order. 

365

5. Coal Supply Agreement dated September 24, 2010 (the “Agreement”) between the Company and 

Bharat Aluminium Company Limited (“BALCO”) 

The Company has entered into an agreement with BALCO for supply of coal having gross calorific value 

between 2800-2950 kCal/Kg to BALCO. The Agreement is valid for a period of one year from July 1, 2010 to 

June 30, 2011. 

The scope of supply shall be a minimum of 35 rakes per month at approximately 3,800.00 MT per rake to 

BALCO’s 270 MW captive power plant located at Jamnipalli, Korba (C.G.) and 540 MW captive power plant 

located in BALCO Town Ship, Korba (C.G.) by rail. The basic price of coal shall be Rs. 1,456/- (Rupees one 

thousand four hundred and fifty six) per MT (inclusive of VAT). 

BALCO may terminate the Agreement without any prior notice and without any compensation to the 

Company in the event where the Company becomes insolvent or the Company fails to comply with any of the 

provisions of the Agreement. 

II. 

Pandarpauni and Wani washery 

1. Work order dated March 21, 2009 to our Company by Maharashtra State Power Generation 

Company Limited (“MAHAGENCO”) for supply of beneficiated coal to all thermal power stations of 

MAHAGENCO and agreement dated May 4, 2009 thereto 

Pursuant to tender no. MAHAGENCO/GM(TI&C)/WASH COAL/2008 and letter of intent no. GM(TI&C)/ 

2008/T-08/432 issued by MAHAGENCO and other correspondences and negotiations with our Company, 

MSPGCL placed a work order dated March 21, 2009 with our Company (“MAHAGENCO Work Order”) 

for beneficiation of coal and supply of beneficiated coal to MAHAGENCO’s thermal power stations. 

As per the MAHAGENCO Work Order, our Company is required to, among other things, take delivery of raw 

coal from the mine authority on behalf of MAHAGENCO, transport it to the washery, beneficiate the raw coal, 

transport the beneficiated coal railway siding and load the beneficiated coal into wagons for despatch to the 

designated thermal power stations. The quantity of raw coal to be beneficiated is 3.10 (plus minus 5%) MMT. 

However it may vary as per the coal linkages allocated to MAHAGENCO. The rate for beneficiation of raw 

coal is Rs. 86 of raw coal per MT of raw coal (exclusive of service tax). The MAHAGENCO Work Order 

specifies the quality of the beneficiated coal and imposes penalty under circumstances including the 

beneficiated coal not being of the specified quality. The coal reject produced from the washery would be the 

property of our Company. 

The term of the MAHAGENCO Work Order is for a period of two years from the date of commencement of 

supply of beneficiated coal and can be extended for a period of two years at the same terms and conditions at 

the discretion of MAHAGENCO. MAHAGENCO has reserved the right to terminate the MAHAGENCO 

Work Order with ten days advance notice if the performance of our Company is not satisfactory. The 

MAHAGENCO Work Order was extended for six months by MSPGCL pursuant to a letter dated February 2, 

2011 and is currently valid through July 2011. As per this extension letter, the total order quantity stands at 

3.875 MMT of raw coal. 

Our Company and MAHAGENCO entered into an agreement dated May 14, 2009 to give effect to the 

MAHAGENCO Work Order. 

III. 

Himgir washery 

1. Work order dated March 3, 2011 to our Company by Haryana Power Generation Corporation 

Limited (“HPGCL”) for beneficiating raw coal from Mahanadi Coalfields Limited (“MCL”) and 

supply of the beneficiated coal to Rajiv Gandhi Thermal Power Plant at Hisar, State of Haryana and 

agreement dated May 27, 2011 thereto 

Pursuant to letter of intent by letter no. 540/CE/RGTPP/Washed Coal/GM-10/Vol-1and other correspondences 

with our Company, HPGCL placed a work order dated March 3, 2011 with our Company (“HPGCL Work 

Order”) for beneficiating raw coal from MCL and supply of the beneficiated coal to Rajiv Gandhi Thermal 

Power Plant (“RGTPP”) at Hisar, State of Haryana. 

366

As per the HPGCL Work Order, our Company is responsible for, among other things, taking delivery of raw 

coal from MCL for 1.39 MTPA grade ‘F’ coal by using the raw coal linkage on account of HPGCL, 

transporting the raw coal to the washery, beneficiation of the raw coal to the washery, transporting the 

beneficiated raw coal to the railway siding and loading the beneficiated coal for despatch to RGTPP. HPGCL 

has reserved the right to increase or decrease the allocation of coal for beneficiation depending on the 

availability of raw coal from MCL. The responsibility of our Company includes getting the right quality of raw 

coal from MCL. The coal reject produced from the washery would be the property of our Company. The 

HPGCL Work Order lays down the quality of the raw coal and the beneficiated coal and penalty in the event 

the beneficiated coal is not of the specified quality. 

The term of the HPGCL Work Order is for one year from the date of commencement of supply of beneficiated 

coal and can be further extended for a period of one year at the same rates and terms and conditions as the 

discretion of HPGCL. HPGCL has reserved the right to terminate the HPGCL Work Order at any time during 

the contract period on giving advance notice of one month without accepting any liability for payment or 

compensation and without assigning any reason on account of certain reasons such as the beneficiated coal not 

being of the agreed specification. 

Our Company and HPGCL entered into an agreement dated May 27, 2011 to give effect to the HPGCL Work 

Order. 

IV. 

Ratija washery 

1. Work Order dated May 5, 2009 placed by Maharashtra State Power Generation Company Limited 

(MAHAGENCO) on Spectrum Coal & Power Limited (‘SCPL) (“MAHAGENCO Work Order”) 

and agreement dated May 28, 2009 thereto 

MAHAGENCO has awarded the work order for beneficiation of raw coal grade “F” against its linkages from 

SECL and its delivery to thermal power stations of MAHAGENCO. The MAHAGENCO Work Order is valid 

for a period of one year (plus) 15 days from the from the date of commencement of supply of beneficiated coal 

i.e. from the date of the first railway receipt issued for dispatch of beneficiated coal to MAHAGENCO. 

Presently the MAHAGENCO Work Order is extended up to July 31, 2011. 

The quantity to be beneficiated during the term of the MAHAGENCO Work Order is 0.81 MTPA (plus minus 

five per cent). This quantity may vary as per linkages allocated by allocated by the standing linkage 

committee. The beneficiation charges payable as per the work order are Rs.115/- (Rs. One hundred fifteen 

only) per MT of raw coal. The price is inclusive of all charges including transportation charges, loading 

charges etc. The rejects produced by SCPL shall be disposed off by the SCPL 

MAHAGENCO also has the right to terminate the MAHAGENCO Work Order with ten (10) days advance 

notice if the performance of the SCPL is unsatisfactory. SCPL and MAHAGENCO entered into an agreement 

dated May 28, 2009 to give effect to the MAHAGENCO Work Order. 

2. Work Order dated March 8, 2011 placed by Rajasthan Rajya Vidyut Utpadan Nigam Limited (the 

‘RVUN’) on Spectrum Coal & Power Limited (‘SCPL’) (“RRVUNL Work Order”) 

RVUN has awarded the RRVUNL Work Order dated March 8, 2011 for the work of beneficiation/washing of 

1.0 Lac MT per month of raw coal grade “F” against its linkages from Korba field of South Eastern Coalfield 

Limited for Chhabra thermal power project. 

The scope of the RRVUNL Work Order inter-alia includes the lifting/taking delivery of raw coal from mine on 

behalf of RVUN, transportation of the same to washery, transportation of the same to the nearest railway 

sliding, loading of the beneficiated coal into wagons for dispatch. 

The RRVUNL Work Order is valid for a period of five (5) years from the date of commencement of work, 

subject to ascertaining satisfactory performance every year. 

The RRVUNL Work Order can be terminated in full or part, at any time, without assigning any reason 

whatsoever, on giving notice of three (3) months if the performance of SCPL is not satisfactory or not to the 

requirements of the RVUN. SCPL and RVUN are yet to enter into a contract to give effect to RRUVNL Work 

Order. 

367

3. Agreement dated June 28, 2006 between Reliance Natural Resources Limited (“RNRL”) and 

Spectrum Coal & Power Limited (“SCPL”) (“RNRL Agreement”) 

SCPL has entered into the RNRL Agreement with RNRL for providing services for washing and delivering 

clean coal from SCPL’s private coal washing facility in Bilaspur, Chhattisgarh, India. The RNRL Agreement 

shall be extended as per the requirement of RNRL. In terms of the extension order dated April 26, 2009, the 

RNRL Agreement was extended till March 31, 2011. Thereafter vide email dated April 8, 2011; the RNRL 

Agreement has been further extended as per the existing terms till the finalisation of the revised terms. 

RNRL shall deliver or cause to be delivered to SCPL for processing and SCPL undertakes to process 200,000 

+ 10% metric tons per month totaling 2.4 million metric tons + 10% per annum of raw coal. Variation of + 

10% in the monthly and annual quantities of raw coal will be entirely at the option of RNRL. The coal rejects 

shall be the property of RNRL and shall be disposed of as RNRL shall direct. Terms and conditions for the 

disposal of the coal rejects shall be decided mutually between RNRL and SCPL. 

With effect from April 1, 2006, RNRL shall pay to SCPL charges at the rate of Rs. 87.5/- per metric tonne of 

raw coal processed at the coal cleaning plant. Service tax will be payable as applicable. The charges payable 

by RNRL shall remain fixed throughout the term of the RNRL Agreement. 

The RNRL Agreement can be terminated by RNRL by a written notice to SCPL in case an event of default of 

SCPL occurs under the RNRL Agreement. SCPL shall be entitled to terminate the RNRL Agreement by a 

written notice to RNRL in the event (i) bankruptcy of insolvency of RNRL, (ii) failure by RNRL to pay any 

sum due under the RNRL Agreement, which failure is not cured by RNRL within thirty (30) days after such 

payment is due and (iii) any representation made by RNRL under the RNRL Agreement proves to have been 

false or misleading and such event has a material and adverse effect on RNRL’s ability to perform its 

obligations under the RNRL Agreement. 

4. Coal Supply Agreement dated September 24, 2010 between Spectrum Coal and Power Limited 

(“SCPL”) and Bharat Aluminium Company Limited (“BALCO”) (“Balco Agreement”) 

SCPL has entered into the Balco Agreement for supply of coal having gross calorific value between 2800-2950 

kCal/Kg to the BALCO. The Balco Agreement is valid for a period of one year from July 1, 2010 to June 30, 

2011. 

The scope of supply shall be a minimum of 20 rakes per month at approximately 3800.00 MT per rake to 

BALCO’s 270 MW captive power plant located at Jamnipalli, Korba (C.G.) and 540 MW captive power plant 

located in BALCO Town Ship, Korba (C.G.) by rail. The basic price of coal shall be Rs. 1456/- (Rupees one 

thousand four hundred and fifty six) per MT (inclusive of VAT). 

BALCO shall terminate the Balco Agreement without any prior notice and without any compensation to SCPL 

in the event where SCPL becomes insolvent or SCPL fails to comply with any of the provisions of the Balco 

Agreement. 

B. POWER BUSINESS 

I. OPERATIONAL POWER PROJECTS 

I.I 30 MW power plant at Chakabura, State of Chhattisgarh (Phase I) 

1. Power purchase agreement dated July 20, 2005 between PTC India Limited (“PTC”) and 

our Company 

Our Company entered into a power purchase agreement dated July 20, 2005 with PTC India Limited (the 

“PPA”) for sale of 20 MW power generated from its 30 MW power generating facility at Chakabura. 

As per the PPA, our Company shall sell and PTC shall purchase energy (which corresponds to 20 MW round 

the clock generation). In case of additional availability, our Company shall offer the same to PTC, with first 

right of refusal and PTC shall endeavour to market the same at terms to be determined at that particular point 

of time. Tariff for the first ten years, from the commercial date of operations (“COD”) of project, would be Rs. 

2.22 per KWh, tariff for the period starting from eleventh year shall be as mutually negotiated between our 

368

Company and PTC. However, if as a result of a change in any law enacted by the Parliament of India after July 

20, 2005, our Company or PTC represent that the tariff has been adversely affected, the tariff may be revised 

by PTC or our Company, based on the information and full details of such impact being furnished by our 

Company or PTC respectively. 

As per the terms of PPA, our Company shall not sell energy to any other party other than PTC and is obligated 

to supply saleable energy of not less than 138.24 metric unit in any year, except in case of a force majeure 

event, as defined in the PPA. If our Company fails to deliver the stipulated level or falls in generation below 20 

MW on any day, then it shall be liable to pay PTC, for all open access charges paid or committed by PTC. 

The term of the PPA is shall be twenty five (25) years from the COD. The term shall be reduced in the event 

where our Company and PTC are not able to agree on applicable tariff from the eleventh year of the COD and 

the PPA shall stand terminated upon the tenth anniversary of ; (ii) the term shall be increased in the event our 

Company continues to operate the project after twenty fifth (25 th ) year from the COD and PTC agrees to 

continue to buy the saleable energy at mutually agreed tariffs. Also, this PPA may be terminated on an event of 

default by either party as contemplated under this PPA. 

I.II 

15 MW wind power project at Sangli, State of Maharashtra 

1. Operation and maintenance agreement dated January 21, 2006 between our Company and Suzlon 

Windfarm Services Limited (“SWSL”) 

Our Company entered into an operation and maintenance agreement dated January 21, 2006 with SWSL (the 

“O&M Agreement”) for the operation and maintenance of the wind turbine generators (“WTG”) and other 

equipment (collectively, the “Equipment”) for the wind power project at Sangli, State of Maharashtra. 

The responsibilities of our Company includes obtaining insurance policies for the Equipments; payment of all 

statutory dues levied by governmental authorities and attributable to our Company in respect of the wind farm 

or the Equipments; payment of the cost of repairs or replacement of Equipment repairs and entering into the 

necessary agreement with state electricity boards or power companies with regard to distribution of power 

generated by the WTGs. 

The responsibilities of SWSL includes establishing and maintaining in the vicinity of the wind farm, among 

other things, suitable offices and storage facilities, service centres; maintaining transformers, trivector meter 

for measuring the energy generated by the WTG; observing all laws, statutory provisions or norms laid down 

by the government in force concerning the operation and maintenance of the Equipment; duly intimating any 

occurrence or the likely occurrence of an event giving rise to or likely to give rise to a claim under the 

insurance policy of our Company; allowing persons duly authorized by our Company, with prior intimation, to 

inspect and examine the equipment; and providing sufficient manpower and proper security to wind farm and 

necessary labor and other competent personnel as are required to perform the operation and maintenance 

services. SWSL shall perform the services in relation to the Equipment in accordance with (i) the operations 

and maintenance manuals, the safety management plans and procedures and as per the manufacturers 

recommendations, where applicable or (ii) in accordance with accepted industry practices. 

SWSL has warranted a combined machine availability of ninety five (95) per cent per year for all the WTG’s 

put together covered under the O&M Agreement. Machine availability means the ratio of actual number of 

annual hours for which the WTG are in a state of complete readiness to generate power subject to the grid and 

wind availability. SWSL is to ensure that the loss of power during transmission between WTG meter and 

SEB/SEB authorised meters located within the windfarm shall not be more than five (5) per cent per annum for 

all the WTG’s put together. In the event the said loss exceeds five (5) per cent for all WTG’s put together in 

any year, SWSL shall compensate our Company for such loss at two (2) per cent of annual operation and 

maintenance charges for every one (1) per cent of excess transmission loss over five (5) per cent subject to a 

maximum of ten (10) per cent annual operation and maintenance charges. Liability of SWSL arising out of its 

breach of warranties shall be cumulatively restricted to 25% of annual O&M charges payable by our Company 

for that year. However, SWSL stands liable to our Company for all the repairs, operations, maintenance costs, 

replacement costs for all the 12 WTG's. All costs/ expenses incurred for the aforesaid activities to be borne by 

SWSL. 

The term of O&M Agreement is ten years commencing from October 01, 2005 to September 30, 2015. 

However, Company shall be entitled to terminate this Agreement by giving notice in writing, in case of willful 

default or material failure by SWSL to perform its obligation under this Agreement if such default or failure is 

369

not remedied by SWSL within 90 days of being notified of such default or failure by our Company. SWSL 

shall be entitled to terminate this Agreement by giving notice in writing, in case of willful default or material 

failure by our Company to perform its obligations (except payment obligations) under this Agreement if such 

default or failure is not remedied by our Company within 90 days of being notified of such default or failure by 

SWSL. SWSL shall, without prejudice to all its other rights and remedies under this Agreement or under law, 

be entitled to terminate this agreement forthwith if our Company does not pay the operation and maintenance 

charges within 30 days of the due date for payment. 

2. Wind energy purchase agreement dated September 25, 2005 between our Company and Maharashtra 

State Electricity Distribution Company Limited (“MSEDCL”) 

Our Company entered into a wind energy purchase agreement dated September 28, 2005 with MSEDCL 

(“Agreement”) for sale of 100% of the wind energy produced by our Company from its 15MW wind power 

project situated at village Sangli, State of Maharashtra (“Wind Power Project”). 

As per the Agreement, all the wind energy of the Wind Power Project will be purchased and accepted by the 

MSEDCL on the point of delivery. Our Company has undertaken not to sell any wind energy to any other 

person. MSEDCL will pay our Company for the wind energy as metered at the point of delivery at the “all-in” 

fixed tariff at the rate Rs. 3.50 per KWh for first year, escalated by Rs. 0.15 per annum subject to maximum 

tariff of Rs.5.30 per KWh. 

Our Company is responsible for all electric losses, transmission and ancillary service arrangements required to 

deliver the wind energy from the Wind Power Project to MSEDCL at the point of delivery. MSEDCL is 

deemed to be in control of the wind energy and test energy from the Wind Power Project up to and until 

delivery and receipt at the point of delivery. MSEDCL may disconnect the Wind Power Project if it determines 

that the Wind Power Project may endanger the safety of persons or the continued operations of the Wind 

Power Project may endanger the integrity of MSEDCL’s systems or have an adverse effect on the electric 

service to MSEDCL’s other consumers. Further our Company will be responsible for obtaining all financing 

necessary to construct, operate and maintain the Wind Power Project during the validity of the Agreement and 

it shall also be fully responsible for obtaining and maintaining the validity of any and all licenses, permits and 

approvals necessary for the construction and operation of the Wind Power Project. 

The Agreement is effective from the date of start of operation i.e. from September 29, 2005. The sale of wind 

energy under this Agreement shall be governed by Maharashtra Electricity Regulatory Commission’s 

(“MERC”) order dated November 24, 2003 subject to any further order passed by MERC and shall be subject 

to all necessary sanctions/permissions/approvals as may be required to be obtained from the MERC or any 

other governmental authority. The Agreement shall remain effective until the thirteenth anniversary of 

commercial operations date unless renewed or extended. 

II. 

II.I 

PROJECT UNDER CONSTRUCTION 

270 MW power plant at Korba, State of Chhattisgarh 

1. Power purchase agreement dated February 26, 2007 between our Company and Gujarat Urja Vikas 

Nigam Limited (“GUVNL”) 

Our Company entered into a power purchase agreement dated February 26, 2007 with GUVNL (“PPA”) for 

sale and supply of 200 MW power (“Contracted Capacity”) from its 270 MW coal based power project being 

setup in district Korba, State of Chhattisgarh (”Korba Project”). 

The entire Contracted Capacity shall at all times be for the exclusive benefit of GUVNL who will have the 

exclusive right to purchase such Contracted Capacity from our Company. As per the PPA, the responsibilities 

of our Company includes executing the Korba Project in a timely manner so as to enable achievement of the 

COD of each of the units no later than the scheduled COD, as defined in the PPA, such that the Contracted 

Capacity can be made available. The responsibilities of GUVNL includes procuring the interconnection and 

transmission facilities to enable the evacuation of the Contracted Capacity from the delivery point to 

GUVNL’s customers networks, payment of the transmission charges and making arrangements for the 

evacuation of the inform power from the power station. 

From the COD of the first unit, GUVNL shall pay to our Company the monthly tariff payment in accordance 

with schedule six of the PPA. The tariff shall be paid in two parts comprising of capacity and energy charge. 

370

The full capacity charges shall be payable based on the Contracted Capacity at normative availability and the 

incentive shall be for availability beyond 85% as provided in schedule six to the PPA. In case of availability 

being lower than the normative availability, the capacity charges shall be payable on proportionate basis. 

The PPA shall be valid from February 26, 2007 until the 25 th anniversary of the COD of the Korba Project 

unless terminated earlier in accordance with the PPA. 

2. Power purchase agreement dated January 4, 2011 between our Company and Chhattisgarh State 

Power Trading Company Limited (“CSPTCL”) 

Our Company has entered into a power purchase agreement dated January 4, 2011 with CSPTCL (“PPA”) for 

sale of power from the coal based power project with an installed capacity of 270 MW at village Kasaipalli, 

Korba, State of Chhattisgarh (“Korba Project”). 

As per the PPA, our Company has undertaken to sell to CSPTCL the contracted power i.e. sum of 30% of the 

aggregate capacity of the Korba Project and 5% of the net power generated by the Korba Project on an 

annualized basis in accordance with the tariff structure laid down in the PPA. The obligations of our Company 

include executing the Korba Project in a timely manner so as to enable each of the units and the power station 

to be commissioned not later than its scheduled commercial operation date and making available the 

contracted output and contracted capacity through the use of prudent utility practices to CSPTCL. 

The term of the PPA is for a period of twenty years from the date of commencement of supply of electricity by 

our Company to CSPTCL, unless extended in accordance with the PPA. The PPA can be terminated upon the 

happening of events of default by either of the parties in accordance with the PPA. 

3. Implementation agreement dated July 14, 2008 among our Company, the Government of 

Chhattisgarh (“Government”) and the Chhattisgarh State Electricity Board (“Board”) 

Our Company entered into an implementation agreement dated July 14, 2008 with the Government and the 

Board (“IA”) for the implementation of the thermal power project having an installed capacity of 250 (plus 

minus 20%) MW along with associated water pipelines, captive coal mines (if any), fuel transport systems, ash 

disposal system and transmission lines at Korba, State of Chhattisgarh (“Korba Project”). The IA replaces the 

memorandum of understanding dated June 19, 2006 among our Company, Government and the Board for the 

implementation of the Korba Project. 

As per the terms of the IA, our Company will provide, on an annualized basis, to the Government or agencies 

nominated by the Government (“Purchasing Entity”) five (5) per cent of the net power (i.e. gross power 

generated minus the auxiliary consumption) generated by the Korba Project at the energy (variable) charges, as 

determined by the appropriate electricity regulatory commission. In the event our Company is allocated 

captive coal block also in the State of Chhattisgarh for supply of coal to the Korba Project, then our Company 

will provide, on an annualized basis, to the Purchasing Entity seven and half (7.5) per cent of the net power 

(i.e. gross power generated minus the auxiliary consumption) generated by the Korba Project, at the energy 

(variable) charges, as determined by the appropriate electricity regulatory commission. The Government, the 

Board or their assignees have not guaranteed the purchase of power from our Company. 

In addition to the above, the Government shall have the first right to purchase power up to 30 (thirty) percent 

of the aggregate capacity of the generating unit(s) for a period of 20 (twenty) years, through its nominated 

agency, at the rate to be approved by the appropriate electricity regulatory commission. The manner in which 

offer shall be made by our Company for the sale of power has been detailed in the PPA. 

The IA shall continue in full force and effect for the life of the Korba Project. Our Company is required to 

prepare rehabilitation and resettlement plan for the Korba Project as per the prevalent policy of the state 

government and implement rehabilitation and resettlement of the project affected persons accordingly. Our 

Company shall bear all costs related to such rehabilitation and resettlement. Our Company is required to 

achieve the COD of the first unit of the Korba Project with 65 or 70 months from July 14, 2008. 

The IA can be terminated by serving a sixty (60) days notice by the Government in case of an event of default 

by the Company or by our Company in the event of a event of default by the Government. The IA can be 

terminated by either party or in the event where either party is unable to perform any obligations required to be 

performed due to force majeure (as defined in the IA) for a continuous period of eighteen (18) months. Our 

371

Company can also terminate the IA, in the event of enactment of any law or regulation or any subsequent act 

of any Governmental Instrumentality, which makes the performance of this Agreement impossible for it. 

4. Bulk power transmission agreement dated April 30, 2009 between our Company and Powergrid 

Corporation of India Limited (“PGCIL”) 

Our Company entered into a bulk power transmission agreement dated April 30, 2009 with PGCIL 

(“Transmission Agreement”) to avail long term open access in accordance with the Central Electricity 

Regulatory Commission (Open Access in Inter-State Transmission) Regulation, 2004 dated January 30, 2004 

and Electricity Act, 2003 to the transmission system of PGCIL. 

The Transmission Agreement shall be valid for twenty five (25) years from April 30, 2009. The date from 

which open access is granted will be from the date of availability of the dedicated transmission system (i.e. 

Aryan Coal-WR Pooling Station near Sipat 400 KV D/C line) and availability of transmission system of 

various strengthening projects. Our Company shall bear the transmission charges corresponding to 270 MW 

permitted through long term open access from the date of commencement of the open access. Our Company is 

required to provide certain securities as detailed in the Transmission Agreement. During the tenure of the 

Transmission Agreement if any of the covenants and conditions recited in it are found inconsistent with the 

provisions of the Electricity Act, 2003 and/or applicable notifications/rules/ regulations issued either by CERC 

or by GOI as per the provisions of the Electricity Act, 2003 then notwithstanding anything contained in the 

Transmission Agreement, the said rules and regulations shall prevail. 

II.II 

2x50 MW power project at Ratija, State of Chhattisgarh (Phase I and II) 

1. Power purchase agreement dated April 27, 2009 between Spectrum Coal and Power Limited, our 

Subsidiary (“SCPL”) and Reliance Energy Trading Limited (“RETL”) 

SCPL has entered into a power purchase agreement dated April 27, 2009 with RETL (“PPA”) for sale of 15 

MW power generated from its 50 MW coal based power project being setup at Ratija, State of Chhattisgarh 

(“Ratija Project”). 

As per the PPA, from the COD, SCPL shall offer saleable energy to RETL for sale and RETL shall purchase 

the energy. RETL shall have the first right of refusal on any energy generated from the Ratija Project to the 

extent of 15 MW. The obligations of SCPL include ensuring availability of the contracted capacity to RETL 

and ensuring that the performance bank guarantee remains valid through the term of the PPA. The obligations 

of RETL include purchasing and dispatching the saleable energy in accordance with the PPA. The tariff for 

sale of power would be a combination of fixed charge and energy charge. Fixed charge for the term of PPA 

has been defined in the PPA, which is within the range of Rs 1.288 per KWh to Rs. 1.437 per KWh, to be 

revised from time to time. Energy charge will be variable and shall depend upon the cost of coal used for 

generating the power. 

The PPA is effective from April 27, 2009, and shall remain effective for a period of fifteen years from the 

COD, renewable for another period of 10 years. However, the same may be terminated in the event of a default 

by either party as contemplated under the PPA. 

2. Power purchase agreement dated January 4, 2011 between Spectrum Coal and Power Limited, our 

Subsidiary and Chhattisgarh State Power Trading Company Limited (“CSPTCL”) 

SCPL has entered into a power purchase agreement dated January 4, 2011 with CSPTCL (“PPA”) for sale of 

power from the coal based power project with an installed capacity of 100 MW at Ratija, State of Chhattisgarh 

(“Ratija Project”). 

As per the PPA, SCPL has undertaken to sell to CSPTCL the contracted power i.e. sum of 30% of the 

aggregate capacity of the Ratija Project and 5% of the net power generated by the Ratija Project on an 

annualized basis in accordance with the tariff structure laid down in the PPA. The obligations of SCPL include 

executing the Ratija Project in a timely manner so as to enable each of the units and the power station to be 

commissioned not later than its scheduled commercial operation date and making available the contracted 

output and contracted capacity through the use of prudent utility practices to CSPTCL. 

372


SCPL to CSPTCL, unless extended in accordance with the PPA. The PPA can be terminated upon the 


3. Implementation agreement dated August 1, 2009 among Spectrum Coal and Power Limited, our 

Subsidiary (“SCPL”), Government of Chhattisgarh (“Government”) and Chhattisgarh State Power 

Holding Company Limited (“CSPHCL”) 

SCPL entered into an implementation agreement dated August 1, 2009 with the Government and CSPHCL 

(“IA”) for the implementation of the thermal power project having an installed capacity of 100 (plus minus 

20%) MW along with associated water pipelines, captive coal mines (if any), fuel transport systems, ash 

disposal system and transmission lines at Ratija, State of Chhattisgarh (“Ratija Project”). The IA replaces the 

memorandum of understanding dated February 1, 2008 among SCPL, Government and the CSPHCL for the 

implementation of the Ratija Project. 

As per the terms of the IA, SCPL will provide, on an annualized basis, to the Government or agencies 


generated minus the auxiliary consumption) generated by the Project at the energy (variable) charges, as 

determined by the appropriate electricity regulatory commission. In the event SCPL is allocated captive coal 

block also in the State of Chhattisgarh for supply of coal to the Project, then SCPL will provide, on an 

annualized basis, to the Purchasing Entity seven and half (7.5) per cent of the net power (i.e. gross power 

generated minus the auxiliary consumption) generated by the Project, at the energy (variable) charges, as 

determined by the appropriate electricity regulatory commission. The Government, the Board or their 

assignees have not guaranteed the purchase of power from SCPL. 




offer shall be made by SCPL for the sale of power has been detailed in the IA. 

The IA shall continue in full force and effect for the life of the Ratija Project. SCPL is required to prepare 

rehabilitation and resettlement plan for the Ratija Project as per the prevalent policy of the state government 

and implement rehabilitation and resettlement of the project affected persons accordingly. SCPL shall bear all 

costs related to such rehabilitation and resettlement. SCPL is required to achieve the COD of the first unit of 

the Ratija Project with 65 or 70 months from August 1, 2009. 


by SCPL or by SCPL in the event of a event of default by the Government. The IA can be terminated by either 

party or in the event where either party is unable to perform any obligations required to be performed due to 

force majeure (as defined in the IA) for a continuous period of eighteen (18) months. SCPL can also terminate 

the IA, in the event of enactment of any law or regulation or any subsequent act of any Governmental 

Instrumentality, which makes the performance of this IA impossible for it. 

4. Bulk power transmission agreement dated April 30, 2009 between SCPL and Powergrid Corporation 

of India Limited (“PGCIL”) 

SCPL entered into a bulk power transmission agreement dated April 30, 2009 with PGCIL (“Transmission 

Agreement”) to avail long term open access in accordance with the Central Electricity Regulatory 

Commission (Open Access in Inter-State Transmission) Regulation, 2004 dated January 30, 2004 and 

Electricity Act, 2003 to the transmission system of PGCIL. 

The Transmission Agreement shall be valid for twenty five (25) years from April 30, 2009. The date from 

which open access is granted will be from the date of availability of the dedicated transmission system (i.e. 

Spectrum Coal Power Limited-WR Pooling Station near Sipat 400 KV D/C line) and availability of 

transmission system of various strengthening projects. SCPL shall bear the transmission charges corresponding 

to 100 MW permitted through long term open access from the date of commencement of the open access. 

SCPL is required to provide certain securities as detailed in the Transmission Agreement. During the tenure of 

the Transmission Agreement if any of the covenants and conditions recited in it are found inconsistent with the 

provisions of the Electricity Act, 2003 and/or applicable notifications/rules/ regulations issued either by CERC 

or by GOI as per the provisions of the Electricity Act, 2003 then notwithstanding anything contained in the 

Transmission Agreement, the said rules and regulations shall prevail. 

373

5. Fuel Supply Agreement between Reliance Natural Resources Limited (“Seller”) and Spectrum Coal 

and Power Limited (“SCPL”) dated April 27, 2009 (“RNRL FSA”) 

SCPL has entered the RNRL FSA with Reliance Natural Resource Limited for purchase of coal rejects 

generated during the beneficiation of raw coal of Seller. SCPL intends to use the rejects purchased in its 50 

MW power plant being set up at Ratija, Korba (Chhattisgarh). 

The Seller shall sell and SCPL shall buy rejects equivalent to annual contracted quantity. The annual 

contracted quantity under this agreement is 420,000 (plus minus) 10 per cent tonnes per year and tentative 

monthly quantity shall be 35,000 (plus minus) 10 per cent tonnes. It is agreed between the Seller and SCPL 

that the price of reject for an annual quantity of unto 350000 tonnes delivered at SCPL’s Ratija Washery shall 

be as specified by the Seller From time to time and for an annual quantity over and above 350000 tonnes and 

up to annual contracted quantity of 42000 (plus minus) 10 per cent tonnes, shall be at the minimum base price 

of Rs. 200/- per tonne. 

In the event SCPL is prevented /disabled under law from using rejects for reasons beyond their control, owing 

to changes in applicable environmental and/or statutory norms, howsoever brought into force; SCPL shall have 

the right to terminate the RNRL FSA, subject to a prior written notice to the Seller of not less than thirty days. 

In the event the Seller is prevented /disabled under law from selling rejects for reasons beyond his control, 

owing to changes in applicable environmental and/or statutory norms or permanent stoppage in the generation 

of rejects at the SCPL washery, the Seller shall have the right to terminate the RNRL FSA subject to a prior 

written notice to the SCPL of not less than thirty days. The RNRL FSA unless terminated is valid for a period 

of fifteen (15) years from the commencement date of operation or eighteen years from April 1, 2009, 

whichever is earlier, however, in the event SCPL fails to achieve the commercial date of operation of the 50 

MW power project within 42 months from the April 1, 2009, the Seller shall have the right to terminate the 

RNRL FSA. 

III. 

III.I 

POWER PROJECTS UNDER IMPLEMENTATION 

30 MW power plant at Chakabura, Korba district, State of Chhattisgarh (Phase II) 

1. Implementation agreement dated February 18, 2010 among our Company, the Government of 

Chhattisgarh (“Government”) and Chhattisgarh State Power Holding Company Limited 

(“CSPHCL”) 

Our Company entered into an implementation agreement dated February 18, 2010 with the Government and 

CSPHCL (“IA”) for the implementation of the thermal power project having an installed capacity of 30 (plus 

minus 20%) MW along with associated water pipelines, captive coal mines (if any), fuel transport systems, ash 

disposal system and transmission lines at Chakabura, Korba District, State of Chhattisgarh (“Chakabura 

Project (II)”). The IA replaces the memorandum of understanding dated September 22, 2008 among our 

Company, Government and the CSPHCL for the implementation of the Chakabura Project (II). 



generated minus the auxiliary consumption) generated by the Chakabura Project (II) at the energy (variable) 

charges, as determined by the appropriate electricity regulatory commission. In the event our Company is 

allocated captive coal block also in the State of Chhattisgarh for supply of coal to the Chakabura Project (II), 

then our Company will provide, on an annualized basis, to the Purchasing Entity seven and half (7.5) per cent 

of the net power (i.e. gross power generated minus the auxiliary consumption) generated by the Chakabura 

Project (II), at the energy (variable) charges, as determined by the appropriate electricity regulatory 

commission. The Government, the Board or their assignees have not guaranteed the purchase of power from 

our Company. 




offer shall be made by our Company for the sale of power has been detailed in the IA. 

The IA shall continue in full force and effect for the life of the Chakabura Project (II). Our Company is 

required to prepare rehabilitation and resettlement plan for the Chakabura Project (II) as per the prevalent 

374

policy of the state government and implement rehabilitation and resettlement of the project affected persons 

accordingly. Our Company shall bear all costs related to such rehabilitation and resettlement. Our Company is 

required to achieve the COD of the first unit of the Ratija Project with 65 or 70 months from February 18, 

2010. 


by our Company or by our Company in the event of a event of default by the Government. The IA can be 




of any Governmental Instrumentality, which makes the performance of this IA impossible for it. 

2. Power purchase agreement dated January 4, 2011 between our Company and Chhattisgarh State 

Power Trading Company Limited (“CSPTCL”) 

Our Company has entered into a power purchase agreement dated January 4, 2011 with CSPTCL (“PPA”) for 

sale of power from the coal based power project with an installed capacity of 30 MW at Chakabura, Korba 

District, State of Chhattisgarh (“Chakabura Project (II)”). 

As per the PPA, our Company has undertaken to sell to CSPTCL the contracted power i.e. sum of 30% of the 

aggregate capacity of the Chakabura Project (II) and 5% of the net power generated by the Chakabura Project 

(II) on an annualized basis in accordance with the tariff structure laid down in the PPA. The obligations of our 

Company include executing the Chakabura Project (II) in a timely manner so as to enable each of the units and 

the power station to be commissioned not later than its scheduled commercial operation date and making 

available the contracted output and contracted capacity through the use of prudent utility practices to CSPTCL. 


our Company to CSPTCL, unless extended in accordance with the PPA. The PPA can be terminated upon the 


III.II 

600 MW power plant at Raigarh, State of Chhattisgarh 

1. Implementation agreement dated January 15, 2010 among TRN Energy Private Limited (“TRN”), the 

Government of Chhattisgarh (“Government”) and Chhattisgarh State Power Holding Company 

Limited (“CSPHCL”) 

TRN entered into an implementation agreement dated January 15, 2010 with the Government and CSPHCL 

(“IA”) for the implementation of the thermal power project having an installed capacity of 625 (plus minus 

20%) MW along with associated water pipelines, captive coal mines (if any), fuel transport systems, ash 

disposal system and transmission lines at Raigarh District, State of Chhattisgarh (“Raigarh Project”). The IA 

replaces the memorandum of understanding dated June 11, 2007 among TRN, Government and the CSPHCL 

for the implementation of the Raigarh Project. 

As per the terms of the IA, TRN will provide, on an annualized basis, to the Government or agencies 


generated minus the auxiliary consumption) generated by the Raigarh Project at the energy (variable) charges, 

as determined by the appropriate electricity regulatory commission. In the event TRN is allocated captive coal 

block also in the State of Chhattisgarh for supply of coal to the Raigarh Project, then TRN will provide, on an 

annualized basis, to the Purchasing Entity seven and half (7.5) per cent of the net power (i.e. gross power 

generated minus the auxiliary consumption) generated by the Raigarh Project, at the energy (variable) charges, 

as determined by the appropriate electricity regulatory commission. The Government, the Board or their 

assignees have not guaranteed the purchase of power from TRN. 




offer shall be made by TRN for the sale of power has been detailed in the IA. 

The IA shall continue in full force and effect for the life of the Raigarh Project. TRN is required to prepare 

rehabilitation and resettlement plan for the Raigarh Project as per the prevalent policy of the state government 

and implement rehabilitation and resettlement of the project affected persons accordingly. TRN shall bear all 

375

costs related to such rehabilitation and resettlement. TRN is required to achieve the COD of the first unit of the 

Ratija Project with 65 or 70 months from January 15, 2010. 


by TRN or by TRN in the event of a event of default by the Government. The IA can be terminated by either 

party or in the event where either party is unable to perform any obligations required to be performed due to 

force majeure (as defined in the IA) for a continuous period of eighteen (18) months. TRN can also terminate 

the IA, in the event of enactment of any law or regulation or any subsequent act of any Governmental 

Instrumentality, which makes the performance of this IA impossible for it. 

2. Power purchase agreement dated January 4, 2011 between TRN Energy Private Limited, our 

Subsidiary (“TRN”) and Chhattisgarh State Power Trading Company Limited (“CSPTCL”) 

TRN has entered into a power purchase agreement dated January 4, 2011 with CSPTCL (“PPA”) for sale of 

power from the coal based power project with an installed capacity of 600 MW at Raigarh District, State of 

Chhattisgarh (“Raigarh Project”). 

As per the PPA, TRN has undertaken to sell to CSPTCL the contracted power i.e. sum of 30% of the aggregate 

capacity of the Raigarh Project and 5% of the net power generated by the Raigarh Project on an annualized 

basis in accordance with the tariff structure laid down in the PPA. The obligations of TRN include executing 

the Raigarh Project in a timely manner so as to enable each of the units and the power station to be 

commissioned not later than its scheduled commercial operation date and making available the contracted 

output and contracted capacity through the use of prudent utility practices to CSPTCL. 


TRN to CSPTCL, unless extended in accordance with the PPA. The PPA can be terminated upon the 


III.III 

1,200 MW power plant at Sidhi, State of Madhya Pradesh 

1. Implementation Agreement dated May 27, 2008 and amended on October 26, 2009 between our 

Company and the Governor of Madhya Pradesh (“M.P. Government”) for 1200 MW coal based 

thermal power project in the State of Madhya Pradesh 

Our Company and the M.P. Government entered into an implementation agreement dated May 27, 2008 

(“IA”) for the implementation of coal based thermal power project having installed capacity of 1200 MW to be 

established at village Musamudi and Bhumka, district Sidhi, State of Madhya Pradesh, India (“Sidhi 

Project”). The IA replaces the memorandum of understanding, dated January 16, 2007 which was amended on 

December 26, 2007, between our Company and the M.P. Government for setting up of the Project. 

As per the IA, our Company is to provide, on an annualized basis to the M.P. Government, five (5) percent of 

the net power generated by the Sidhi Project at variable charges determined by the appropriate commission. In 

the event our Company is also allocated captive coal block in the State of Madhya Pradesh for supply of coal 

to the Sidhi Project, then our Company will provide, on an annualized basis, to the M.P. Government seven 

and a half (7.5) percent of the net power generated by the Sidhi Project at variable charges determined by the 

appropriate commission. While the M.P. Government does not guarantee the purchase of power from our 

Company except for the power mentioned above, the M.P. Government or its nominated agency shall have the 

first right of refusal to purchase power up to thirty percent of the aggregate capacity of the generating units for 

a period of twenty (20) years through its nominated agency, at the rate to be approved by the appropriate 

commission. Our Company is required to enter into a separate wheeling agreement to transfer power to its 

consumers or licensee in accordance with the provisions of the Electricity Act, 2003 and in accordance with 

applicable regulations either through MP Power Transmission Company Limited or PGCIL/other grid lines or 

its own dedicated lines as the conditions necessitate and as may be technically feasible. Our Company shall 

achieve the commercial date of operation within sixty (60) months from the date of the IA. 

Our Company is permitted to incorporate a public/private limited company for the implementation of the 

Project with its registered office within the State of Madhya Pradesh. All rights and obligations under the IA 

shall thereafter be transferred to the new company. Unless otherwise permitted by the Government, the 

aggregate equity contribution of our Company shall not be less than fifty one (51) per cent during the 

construction period and until two years following the commencement of commercial operations. Accordingly, 

an amendment agreement was executed on October 26, 2009 to amend the IA to, among other things, to form a 

376

special purpose vehicle viz. to establish and operate the Project. Accordingly, the IA was transferred to Aryan 

M.P. Power Generation Private Limited, our Subsidiary. 

The IA will remain in force from May 27, 2008 to the signing of power purchase agreement between our 

Company and the M.P. Government or its nominated agency. The M.P. Government may terminate the IA by 

serving a thirty (30) days notice in case of an event of default occurs, in case our Company fails to cause 

financial closure to occur on or before twelve months from the date of the IA or in the event where Company 

is unable to perform any obligations required to be performed due to force majeure for a continuous period of 

12 months. Our Company may terminate the IA in the event of enactment of any law or regulation or any 

subsequent act of any government authority which makes the performance of the IA impossible for any party. 

In the event of non implementation of the Sidhi Project, the corresponding support/commitment of the M.P. 

Government as indicated in the IA with regard to land, water, coal block etc. shall be deemed to be withdrawn. 

Further our Company would be fully responsible for any damage or loss arising out of the construction, 

operation of maintenance of the Sidhi Project to any property or persons and has undertaken to also indemnity 

the M.P. Government on such account. 

IV 

IV.I 

POWER PROJECT UNDER DEVELOPMENT 

1,200 MW power plant at Champa-Janjgir, State of Chhattisgarh 

1. Implementation agreement dated February 18, 2010 among our Company, the Government of 

Chhattisgarh (“Government”) and Chhattisgarh State Power Holding Company Limited 

(“CSPHCL”) 

Our Company entered into an implementation agreement dated February 18, 2010 with the Government and 

CSPHCL (“IA”) for the implementation of the thermal power project having an installed capacity of 1100 

(plus minus 20%) MW along with associated water pipelines, captive coal mines (if any), fuel transport 

systems, ash disposal system and transmission lines at Korba and Janjgir-Champa district, State of 

Chhattisgarh (“Champa Project”). The IA replaces the memorandum of understanding dated January 8, 2008 

among our Company, Government and the CSPHCL for the implementation of the Champa Project. 



generated minus the auxiliary consumption) generated by the Champa Project at the energy (variable) charges, 

as determined by the appropriate electricity regulatory commission. In the event our Company is allocated 

captive coal block also in the State of Chhattisgarh for supply of coal to the Champa Project, then our 

Company will provide, on an annualized basis, to the Purchasing Entity seven and half (7.5) per cent of the net 

power (i.e. gross power generated minus the auxiliary consumption) generated by the Champa Project, at the 

energy (variable) charges, as determined by the appropriate electricity regulatory commission. The 

Government, the Board or their assignees have not guaranteed the purchase of power from our Company. 




offer shall be made by our Company for the sale of power has been detailed in the IA. 

The IA shall continue in full force and effect for the life of the Champa Project. our Company is required to 

prepare rehabilitation and resettlement plan for the Champa Project as per the prevalent policy of the state 

government and implement rehabilitation and resettlement of the project affected persons accordingly. our 

Company shall bear all costs related to such rehabilitation and resettlement. Our Company is required to 

achieve the COD of the first unit of the Champa Project with 65 or 70 months from February 18, 2010. 


by our Company or by our Company in the event of a event of default by the Government. The IA can be 




of any Governmental Instrumentality, which makes the performance of this IA impossible for it. 

377

2. Power purchase agreement dated January 4, 2011 between Aryan Chhattisgarh Power Generation 

Company Limited, our Subsidiary (“ACPGCL”) and Chhattisgarh State Power Trading Company 

Limited (“CSPTCL”) 

ACPGCL has entered into a power purchase agreement dated January 4, 2011 with CSPTCL (“PPA”) for sale 

of power from the coal based power project with an installed capacity of 1,200 MW at Korba and Janjgir- 

Champa district, State of Chhattisgarh (“Champa Project”). 

As per the PPA, ACPGCL has undertaken to sell to CSPTCL the contracted power i.e. sum of 30% of the 

aggregate capacity of the Champa Project and 5% of the net power generated by the Champa Project on an 

annualized basis in accordance with the tariff structure laid down in the PPA. The obligations of ACPGCL 

include executing the Champa Project in a timely manner so as to enable each of the units and the power 

station to be commissioned not later than its scheduled commercial operation date and making available the 

contracted output and contracted capacity through the use of prudent utility practices to CSPTCL. 


ACPGCL to CSPTCL, unless extended in accordance with the PPA. The PPA can be terminated upon the 


378

Authority for the Issue 

OTHER REGULATORY AND STATUTORY DISCLOSURES 

The Board of Directors has, pursuant to a resolution passed at its meeting held on May 26, 2011, authorised the 

Fresh Issue subject to the approval of the Shareholders of our Company under Section 81(1A) of the 

Companies Act, and such other authorities as may be necessary. 

The shareholders of the Company have, pursuant to a resolution dated May 26, 2011 under Section 81(1A) of 

the Companies Act, authorised the Fresh Issue and authorized the Board of Directors to take decisions in 

relation to the Fresh Issue. 

The Board pursuant to its resolution dated May 26, 2011 has approved and authorised this Draft Red Herring 

Prospectus. 

Pineridge confirms that the sale of 19,275,000 Equity Shares by it as part of the Offer for Sale has been 

authorised by a resolution of its board of directors dated May 26, 2011. 

The Individual Selling Shareholders have authorised the Offer for Sale pursuant to their letters, each dated 

May 26, 2011. 

The Company has received in-principle approvals from the BSE and the NSE for listing of the Equity Shares 

pursuant to letters dated [●] and [●], respectively. 

The Company intends to apply to the RBI to approve the transfer of the Equity Shares by the Selling 

Shareholders in the Offer for Sale. 

We have also obtained all necessary approvals for this Issue. For further details please refer to the section titled 

“Government and Other Approvals” beginning on page 340 of this Draft Red Herring Prospectus. 

Approval for Lock-in 

The Promoters through their letters dated May 28, 2011 have granted approval for the lock-in of their pre-Issue 

shareholding for a period of three years and one year as required under the ICDR Regulations. The Promoters 

have, jointly, agreed to lock-in an amount of Equity Shares, representing 20% of the post-Issue Equity Capital 

of our Company, for three years and the balance shares for one year or such other time as required under the 

ICDR Regulations. 

Approval from the RBI 

The Company shall apply for the approval of the RBI for compliance with the applicable foreign exchange 

control norms for the transfer of Equity Shares in the Issue. 

As per the extant policy, Overseas Corporate Bodies are not permitted to participate in the Issue without the 

prior approval of the RBI. For further details regarding the requirement for such approval and other ancillary 

matters in this regard, see section titled “Regulations and Policies in India” and “Issue Procedure” beginning 

on pages 178 and 400, respectively, of this Draft Red Herring Prospectus. 

Prohibition by SEBI 

Our Company, our Directors, our Subsidiaries, our Promoters, Promoter Group, persons in control of the 

Company and Group Companies, the companies with which our Directors, Promoters or persons in control of 

the Company were or are associated as directors or promoters or persons in control of that company (other than 

as disclosed in this Draft Red Herring Prospectus) and each of the Selling Shareholders confirms that such 

Selling Shareholder has not been prohibited from accessing or operating in the capital markets or restrained 

from buying, selling or dealing in securities under any order or direction passed by SEBI. 

None of the Directors of our Company are associated with the securities market in any manner except as stated 

below: 

379

• Mr. Rudra Sen Sindhu and Mr. Vir Sen Sindhu, Directors of our Company, are also directors and 

members in Indus Portfolio Private Limited (“IPPL”). 

• Mr. Vrit Pal Sindhu, a Director of our Company, is a member in IPPL. 

• Mr. Chandan Das Arha, a Director of our Company, is also a director on the board of Anand Rathi 

Financial Services Limited. 

• Mr. Surinder Singh, a Director of our Company, is also a director of SME Credit Rating Agency Limited. 

IPPL, a member of Delhi Stock Exchange Limited, BSE and NSE is engaged in the securities related business 

and has obtained the necessary registrations for the conduct of its business. Mr. Rudra Sen Sindhu and Mr. Vir 

Sen Sindhu, Directors of the Company are also directors of the IPPL. An inquiry was conducted by Delhi 

Stock Exchange Limited into the trading in scrip of Kinetic Capital Services Limited (‘Kinetic’) and Shubh 

International Limited (‘Shubh’), wherein it was observed that IPPL had dealt with an unregistered broker in 

respect of the trading of the scrips of Kintetic and Shubh and failed to exercise due skill, care and diligence in 

the conduct of its business. IPPL had requested for a lenient view to be taken in the matter and SEBI, while 

taking a lenient view, by way of its order dated November 29, 2001 warned IPPL to be careful in the future. 

Mr. Charan Das Arha, an independent Director of our Company, is a director on the board of Anand Rathi 

Financial Services Limited, a company registered with SEBI. On February 7, 2011 SEBI vide its adjudiccaiton 

order no. SRP/JP/AO:173/2011 imposed a penalty of ` 0.6 million on Anand Rathi Financial Services Limited 

for the alleged usage of its terminal by certain person at an unauthorized location. 

Further, except as disclosed in the section “Outstanding Litigation and Material Developments” on page 307 

of this Draft Red Herring Prospectus, SEBI has not initiated any action against the entities associated with the 

securities market and with which our Directors are associated. 

The listing of securities of our Company has never been refused at any time by any stock exchange in India. 

Prohibition by RBI 

Our Company, our Directors, our Subsidiaries, our Promoters, Promoter Group, Group Companies relatives of 

Promoters and the companies with which our Directors are associated as directors or promoters have not been 

declared as wilful defaulters by the RBI or any other governmental authority and there has been no violation of 

any securities law committed by any of them in the past and no such proceedings are currently pending against 

any of them except as given in respect of one of our independent Directors under the chapter “Outstanding and 

Litigations and Material Developments” at page 307 of this Draft Red Herring Prospectus. 

Eligibility for the Issue 

Our Company is eligible for the Issue in accordance with Regulation 26(1) of the ICDR Regulations as 

explained under the eligibility criteria calculated in accordance with financial statements under Indian GAAP: 

Our Company has net tangible assets of at least ` 30 million in each of the preceding three full years (of 12 

months each), of which not more than 50% are held in monetary assets; 

Our Company has a track record of distributable profits in accordance with Section 205 of the Companies Act, 

for at least three out of the immediately preceding five years; 

Our Company has a net worth of at least ` 10 million in each of the three preceding full years (of 12 months 

each); 

The pre-Issue net worth of the Company, based on the audited balance sheet as at March 31, 2010 is ` 

11,729.26 million and five times such pre-Issue net worth is ` 58,646.30 million. 

The aggregate of the proposed Issue and all previous issues made in the same financial years in terms of the 

Issue size is not expected to exceed five times the pre-Issue net worth of our Company; and 

Our Company has not changed its name in the last one year. 

380

Our Company’s distributable profits, dividend, net worth, net tangible assets and monetary assets derived from 

the audited restated financial statements included in this Draft Red Herring Prospectus, as at and for the last 

five years ended Fiscal 2010 are set forth below: 

(In ` million) 

Particulars Fiscal 2010 Fiscal 2009 Fiscal 2008 Fiscal 2007 Fiscal 2006 

Distributable Profits (1) 1,580.52 2,326.09 651.97 599.35 692.45 

Net Worth (2) 11,729.26 9,680.78 6,343.70 4,259.90 3,694.61 

Net Tangible assets (3) 19,843.74 16,216.15 8,278.80 6,059.05 5,150.84 

Monetary assets (4) 4,765.10 6,025.82 2,323.29 1,355.24 1,914.42 

Monetary assets as a 

percentage of the net 

tangible assets (In %) 

24.01 37.16 28.06 22.37 37.17 

(1) 

(2) 

(3) 

(4) 

‘Distributable profits’ have been defined in terms of Section 205 of the Companies Act. 

Net worth’ has been defined as the aggregate of share capital, share warrants, share application money and reserves & 

surplus (including capital reserve & foreign exchange translation reserve), excluding miscellaneous expenditures, if 

any. 

‘Net tangible assets’ are defined as the sum of fixed assets (including capital work in progress and excluding 

revaluation reserves if any), investments, current assets, loans and advances (excluding deferred tax assets) less 

current liabilities and provision (excluding deferred tax liabilities and Secured / Unsecured loan), net of provision for 

diminution in value. 

‘Monetary assets’ include cash on hand, cheques in hand and balance with banks (including the deposits accounts) and 

quoted investments. 

In accordance with Regulation 26(4) of the ICDR Regulations, the Company shall ensure that the number of 

prospective allottees to whom the Equity Shares will be allotted shall not be less than 1,000; otherwise the 

entire application money will be refunded. In case of delay, if any, in refund beyond 15 days from the date of 

closure of the Issue, the Company shall pay interest on the application money at the rate of 15% p.a. for the 

period of delay. 

This Issue is being made pursuant to Rule 19(2)(b) of the SCRR read with Regulation 41(1) of the ICDR 

Regulations. The Company is eligible for the Issue in accordance with Regulation 26(1) of the ICDR 

Regulations. Further, this Issue is being made through the Book Building Process wherein at least 50% of the 

Net Issue shall be Allotted to QIBs on a proportionate basis out of which 5% of the QIB Portion (excluding the 

Anchor Investor Portion, which shall be allocated on a discretionary basis) 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. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis 

to Non-Institutional Bidders and not less than 35% of the Net Issue will be available for allocation on a 

proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue 

Price. Our Company, in consultation with the Managers, may allocate up to 30% of the QIB Portion to the 

Anchor Investors on a discretionary basis. One third of the Anchor Investor Portion shall be reserved for 

allocation to domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or 

above the price at which allocation is being done to other Anchor Investors. For further details, see section 

titled “Issue Procedure” beginning on page 400 of this Draft Red Herring Prospectus. 

Our Company is in compliance with the following conditions specified under Regulation 4(2) of the ICDR 

Regulations: 

(a) Our Company, our Directors, our Promoters, the members of our Promoter Group, the persons in control 

of our Company and the companies with which our Directors, Promoters or persons in control are or were 

associated as directors or promoters or persons in control have not been prohibited from accessing or 

operating in the capital markets under any order or direction passed by SEBI; 

381

(b) Our Company has applied to the NSE and the BSE for obtaining their in-principle listing approval for 

listing of the Equity Shares under this Issue through its applications dated ●] [ and [●], respectively , and 

has received the in-principle approvals from the NSE and the BSE pursuant to their letters dated ●] [ and 

[●], respectively. For the purposes of this Issue, the [●] shall be the Designated Stock Exchange; 

(c) Our Company has entered into agreements dated August 10, 2006 and May 23, 2011 with NSDL and 

CDSL respectively, for dematerialisation of the Equity Shares; and 

(d) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this 


Disclaimer clause of SEBI 

AS REQUIRED, A COPY OF THIS DRAFT RED HERRING PROSPECTUS HAS BEEN 

SUBMITTED TO SEBI. 

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE 

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE 

DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. 

SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS 

OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR 

FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE 

OFFER DOCUMENT. THE MANAGERS, IDFC CAPITAL; EDELWEISS; JP MORGAN; 

MACQUARIE; AXIS; I-SEC; AND YES BANK, HAVE CERTIFIED THAT THE DISCLOSURES 

MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN 

CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) 

REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO 

FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT 

IN THE PROPOSED ISSUE. 

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY 

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL 

RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE MANAGERS ARE EXPECTED 

TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS 

RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE 

MANAGERS, IDFC CAPITAL; EDELWEISS; JP MORGAN; MACQUARIE; AXIS; I-SEC; AND 

YES BANK, HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED MAY 30, 

2011, WHICH READS AS FOLLOWS: 

“WE, THE MANAGERS TO THE ISSUE, STATE AND CONFIRM AS FOLLOWS: 

(1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO 

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH 

COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE 

FINALISATION OF THIS DRAFT RED HERRING PROSPECTUS PERTAINING TO THE 

SAID ISSUE; 

(2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, 

ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT 

VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, 

PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER 

PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT: 

(a) THE DRAFT RED HERRING PROSPECTUS FILED WITH SEBI IS IN 

CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT 

TO THE ISSUE; 

(b) 

ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE 

REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY SEBI, 

THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN 

THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND 

382

(c) 

THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE 

TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL 

INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND 

SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF 

THE COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF 

INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 

2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS. 

(3) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN 

THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT 

TILL DATE SUCH REGISTRATION IS VALID. 

(4) WHEN UNDERWRITTEN, WE WILL SATISFY OURSELVES ABOUT THE CAPABILITY 

OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS – 

NOTED FOR COMPLIANCE. 

(5) WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED 

FOR INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ 

CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED 

TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL 

NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE 

PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING 

PROSPECTUS WITH SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN 

PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS. 

(6) WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD 

OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 

2009, WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION 

OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND 

APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION 

HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS. 

(7) 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 

EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE 

REQUIREMENTS) REGULATIONS, 2009 SHALL BE COMPLIED WITH. 

(8) WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT 

PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE 

THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO 

THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI. 

(9) WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE 

THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT 

WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE 

ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE. – NOT APPLICABLE 

(10) WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE 

FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN 

OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF 

ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES 

WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE 

OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION. 

(11) WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE 

THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE 

BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF 

THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE 

SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK 

EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE 

383

AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE 

ISSUER SPECIFICALLY CONTAINS THIS CONDITION. – NOTED FOR COMPLIANCE 

(12) WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING 

PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE 

SHARES IN DEMAT OR PHYSICAL MODE. - NOT APPLICABLE 

(13) WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE 

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND 

DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION 

TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE 

THE INVESTOR TO MAKE A WELL INFORMED DECISION. 

(14) WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE 

DRAFT RED HERRING PROSPECTUS: 

(a) 

(b) 

AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE 

SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE 

ISSUER AND 

AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH 

DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM TIME TO 

TIME. 

(15) WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO 

ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA 

(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE 

MAKING THE ISSUE. 

(16) WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS 

BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS 

BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS 

STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE, ETC. 

(17) WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH 

THE 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 

STATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING 

PROSPECTUS WHERE THE 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 ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE 

COMPANIES ACT OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR 

OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED 

ISSUE. SEBI, FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH 

THE MANAGERS, ANY IRREGULARITIES 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 Red 

Herring Prospectus with the Registrar Of Companies, N. C. T. of Delhi & Haryana, in terms of Section 

56, Section 60 and Section 60B of the Companies Act. All legal requirements pertaining to this Issue 

shall be complied with at the time of registration of the Prospectus with the RoC in terms of Section 56, 

60 and 60B of the Companies Act. 

Disclaimer from the Company, the Selling Shareholders and the Managers 

Our Company and the Managers accept no responsibility for statements made otherwise than those contained 

in this Draft Red Herring Prospectus or in any advertisements or any other material issued by or at our 

Company’s instance and anyone placing reliance on any other source of information, including our Company’s 

384

website, www.acbindia.com, or the website of any Subsidiaries, or any affiliate or associate of our Company 

or its Subsidiaries, would be doing so at his or her own risk. 

The Individual Selling Shareholders accept no responsibility for any statement made other than their respective 

declarations. Pineridge, its directors, affiliates, associates and their respective directors and officers accept/ 

undertake no responsibility for any statements made other than the statements made by Pineridge in this Draft 

Red herring Prospectus about or in relation to itself and the Equity Shares being offered by it in the Offer for 

Sale. 

For further information, please refer to the section titled “Issue Procedure” beginning on page 400 of this Draft 


Caution 

Our Company, our Directors and the Managers accept no responsibility, save to the limited extent as provided 

in the Issue Agreement entered into between the Managers, our Company and the Selling Shareholders on May 

28, 2011 and the Underwriting Agreement to be entered into between the Underwriters, our Company, the 

Selling Shareholders and the Registrar to the Issue. 

The Individual Selling Shareholders accept no responsibility for any statement made other than their respective 

declarations. Pineridge, its directors, affiliates, associates and their respective directors and officers accept / 

undertake no responsibility for any statements made other than the statements made by Pineridge in this Draft 

Red Herring Prospectus about or in relation to itself and the Equity Shares being offered by it in the Offer for 

Sale. 

Our Company, the Selling Shareholders and the Managers undertake not to make available any selective or 

additional information to a section of investors in any manner whatsoever, including at road show 

presentations, in research or sales reports or at Bidding Centres or elsewhere. 

Neither our Company, its Directors and officers, the Selling Shareholders, its directors affiliates, associates and 

their respective directors and officers nor any member of the Syndicate is liable to the Bidders for any failure 

in downloading the Bids due to faults in any software/hardware system or otherwise. 

Bidders will be required to confirm and will be deemed to have represented to our Company and the Selling 

Shareholders and the Underwriters and their respective directors, officers, agents, affiliates and representatives 

that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity 

Shares and will not issue, sell, pledge or transfer the Equity Shares to any person who is not eligible under 

applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the 

Selling Shareholders, the Underwriters and their respective directors, officers, agents, affiliates and 

representatives accept no responsibility or liability for advising any investor on whether such investor is 

eligible to acquire Equity Shares. 

The Managers and their respective affiliates may engage in transactions with, and perform services for, our 

Company and its Group Companies or affiliates in the ordinary course of business and have engaged, or may 

in the future engage, in transactions with our Company and its Group Companies or affiliates, for which they 

have received, and may in the future receive, compensation. 

Disclaimer in respect of jurisdiction 

This Issue is being made in India to persons resident in India including Indian nationals resident in India who 

are not minors, Hindu Undivided Families (HUFs), companies, corporate bodies and societies registered under 

the applicable laws in India and authorised to invest in shares, Mutual Funds, Indian financial institutions, 

commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Trusts registered 

under the Societies Registration Act, 1860, as amended from time to time, or any other trust law and who are 

authorised under their constitution to hold and invest in shares, permitted insurance companies registered with 

the Insurance Regulatory and Development Authority, permitted provident funds with minimum corpus of ` 

250 million and pension funds and to non-residents including NRIs and FIIs, their sub accounts, FVCIs, 

multilateral and bilateral financial institutions. The Draft Red Herring Prospectus does not, however, constitute 

an offer to sell or an invitation to subscribe to Equity Shares offered hereby in any other jurisdiction to any 

person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose 

possession the Draft Red Herring Prospectus comes is required to inform himself or herself about, and to 

385

observe, any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of 

appropriate court(s) in New Delhi, India only. 

No action has been or will be taken to permit a public offering in any jurisdiction where action would be 

required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for 

observations and SEBI has given its observations. Accordingly, the Equity Shares represented thereby may not 

be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any 

jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the 

delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create 

any implication that there has been any change in the affairs of our Company since the date hereof or that the 

information contained herein is correct as of any time subsequent to this date. 

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other 

jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any 

such jurisdiction, except in compliance with the applicable laws of such jurisdiction. 

The Equity Shares have not been and will not be registered under the Securities Act and may not be 

offered or sold in the United States except pursuant to an exemption from, or in a transaction not 

subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are being 

offered and sold in the United States only to “qualified institutional buyers” (as defined in Rule 144A 

under the Securities Act and referred to in this Draft Red Herring Prospectus as “U.S. QIBs”; for the 

avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined 

under applicable Indian regulations and referred to in this Draft Red Herring Prospectus as “QIBs”) in 

transactions exempt from, or not subject to the registration requirements of the Securities Act and 

outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. 

Prospective purchasers are hereby notified that sellers of the Equity Shares may be relying on the 

exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the 

Securities Act. 

Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or 

transfer any Equity Shares or any economic interest therein, including any off-shore derivative instruments, 

such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an 

exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 

Disclaimer Clause of the BSE 

As required, a copy of this the Draft Red Herring Prospectus has been submitted to the BSE. The Disclaimer 

Clause intimated to our Company by the BSE post scrutiny of the Draft Red Herring Prospectus shall be 

included in the Red Herring Prospectus prior to filing the Red Herring Prospectus with the RoC. 

Disclaimer Clause of the NSE 

As required, a copy of this the Draft Red Herring Prospectus has been submitted to the NSE. The Disclaimer 

Clause intimated to our Company by the NSE post scrutiny of this Draft Red Herring Prospectus shall be 

included in the Red Herring Prospectus prior to filing the Red Herring Prospectus with the RoC. 

Filing 

A copy of this Draft Red Herring Prospectus had been filed with SEBI at Corporation Finance Department, 

Plot No. C4-A, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. A copy of the Red 

Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, 

will be delivered to the Registrar of Companies, N.C.T. of Delhi & Haryana. A copy of the Prospectus 

required to be filed under Section 60 of the Companies Act would be delivered for registration with RoC upon 

closure of the Issue and finalisation of the Issue Price. The address of the RoC is as follows: 

4 th floor, IFCI Tower, 

61 Nehru Place, 

New Delhi – 110 019. 

India. 

For physical verification of documents 

Plot No. 131, 

Sector 5, IMT-Manesar, 

Gurgaon, Haryana. 

India 

386

Listing 

Applications have been made to the Stock Exchanges for permission to deal in, and for an official quotation of 

the Equity Shares. The [●] will be the Designated Stock Exchange with which the ‘Basis of Allotment’ will be 

finalised. 

If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of the 

Stock Exchanges mentioned above, our Company will forthwith repay, without interest, all moneys received 

from the applicants in pursuance of this Draft Red Herring Prospectus. If such money is not repaid within eight 

days after our Company and the Selling Shareholders becomes liable to repay it, i.e. from the date of refusal of 

an application for such permissions from the Stock Exchanges or within ten weeks from the Issue Closing Date 

whichever is earlier, then our Company and every Director of our Company who is an officer in default shall, 

on and from such expiry of eight days, be jointly and severally liable to repay the money, with interest at the 

rate of 15% p.a. on application money, as prescribed under Section 73 of the Companies Act. Our Company 

shall pay such applicable interest to the applicants. Each of the Individual Selling Shareholders and Pineridge 

confirm that they shall reimburse our Company for any interest payments made by our Company on behalf of 

the Selling Shareholders in this regard, in the proportion of the Equity Shares offered by the Individual Selling 

Shareholders and Pineridge and the Equity Shares issued by our Company, as the case may be. 

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and 

commencement of trading at all the Stock Exchanges mentioned above are taken within 12 Working Days of 

Issue Closing Date. Each of the Individual Selling Shareholders and Pineridge confirm that they shall 

reimburse our Company for any interest paid by it, on behalf of the Individual Selling Shareholders and 

Pineridge, in proportion to the Equity Shares offered for sale by each of the Selling Shareholders or issued by 

our Company, as the case may be, in so far as the delays pertain to the Equity Shares offered for sale by such 

Selling Shareholder. 

Impersonation 

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the 

Companies Act, which is reproduced below: 

“Any person who: 

(a) makes in a fictitious name, an application to a company for acquiring or subscription, for, any 

shares therein, or 

(b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other 

person in a fictitious name, 

shall be punishable with imprisonment for a term which may extend to five years.” 

Consents 

Consents in writing of: (a) the Directors, the Company Secretary and Compliance Officer, the Statutory 

Auditors, Bankers to the Company (b) the Managers and Syndicate Members, Escrow Collection Bank(s), 

Refund Bank(s), Public Issue Account Bank(s), Registrar to the Issue and Domestic Legal Advisors to the 

Company, Domestic Legal Advisors to the Underwriters, International Legal Advisors to the Underwriters, to 

act in their respective capacities, have been obtained and shall be filed along with a copy of the Red Herring 

Prospectus with the RoC, as required under Sections 60 and 60B of the Companies Act and such consents shall 

not be withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC. 

In accordance with the Companies Act and the ICDR Regulations, M/s B S R & Co., the Auditors of our 

Company have provided their written consent to the inclusion of their report dated May 26, 2011 on restated 

financial statements included in this Draft Red Herring Prospectus in the form and context in which they 

appear herein and such consent and report has not been withdrawn at the time of delivery of this Draft Red 

Herring Prospectus to SEBI. 

In accordance with the Companies Act and the ICDR Regulations, M/s. A. L. Sehgal & Co., Chartered 

Accountants, have provided their written consent to the inclusion of statement of possible tax benefits which 

may be available to our Company and its shareholders, included in this Draft Red Herring Prospectus in the 

387

form and context in which they appear herein and such consent and report have not been withdrawn at the time 

of delivery of this Draft Red Herring Prospectus to SEBI. 

[●], the agency engaged by us for the purpose of obtaining IPO Grading in respect of this Issue, has given its 

written consent to being named as an expert for the purposes of grading of the Issue and to the inclusion of 

their report in the form and context in which it appears in the Red Herring Prospectus and such consent and 

report will not be withdrawn up to the time of delivery of the Red Herring Prospectus and the Prospectus to the 

Designated Stock Exchange and RoC for registration. 

Experts to our Company for the Issue 

M/s. B S R & Company, Chartered Accountants, have provided their written consent for the inclusion of the 

report on the restated consolidated and unconsolidated financial statements in the form and context in which it 

will appear in the Draft Red Herring Prospectus, and to be named as an expert in relation hereto, and such 

consent has not been withdrawn at the time of delivery of the Draft Red Herring Prospectus to SEBI. As the 

Equity Shares have not been and will not be registered under the Securities Act, M/s. B S R & Company, 

Chartered Accountants, have not filed a consent under the Securities Act. 

M/s. A. L. Sehgal & Co., Chartered Accountants, have provided their written consent for the inclusion of the 

statement of possible tax benefits in the form and context in which it will appear in the Draft Red Herring 

Prospectus, and to be named as an expert in relation thereto, and such consent has not been withdrawn up to 

the time of delivery of the Draft Red Herring Prospectus to SEBI. 

Expenses of the Issue 

The estimated Issue related expenditure is as follows: 

S. 

No. 

Activity Expense 

Amount* 

(` in Million) 

Percentage of Total 

Estimated Issue 

Expenditure* 

Percentage of 

Issue Size* 

1. Fees of the Managers [●] [●] [●] 

2. Underwriting commission, brokerage and 

selling commission 

[●] [●] [●] 

[●] [●] [●] 

3. Processing fee to the SCSBs for processing 

ASBA process † 

ASBA Bid cum Application Forms 

procured by members of the Syndicate and 

submitted to SCSBs under the Syndicate 

4. Fees to the Escrow Collection Banks, 

Public Issue Account Banks and Refund 

Banks. 

5. Advertising and marketing expenses, 

printing and stationery, distribution, 

postage etc. 

[●] [●] [●] 

[●] [●] [●] 

6. Fees to the Registrar to the Issue [●] [●] [●] 

7. Other expenses (IPO Grading Agency, 

Monitoring Agency, Legal Advisors, 

Auditors and other Advisors etc.) 

[●] [●] [●] 

Total Estimated Issue Expenditure [●] [●] [●] 

* To be completed after finalisation of the Issue Price 

† 

The range of fees that the SCSBs would be entitled to for processing the ASBA Bid cum Application Forms procured by 

members of the Syndicate and submitted to the SCSBs under the Syndicate ASBA process would be as stated in the 

Syndicate Agreement. 

Other than listing fees, which will be paid by our Company, all expenses with respect to the Issue will be 

388

shared among the Selling Shareholders and our Company in the manner as agreed among our Company and 

the Selling Shareholders in writing in accordance with applicable law. 

Fees payable to the Managers and the Syndicate Members 

The total fees payable to the Managers and the Syndicate Members (including underwriting commission and 

selling commission) will be as stated in the engagement letter dated May 28, 2011, between our Company, the 

Selling Shareholders and the Managers, a copy of which will be made available for inspection at our 

Registered Office from 11.00 a.m. to 5.00 p.m. on Working Days from the date of the Red Herring Prospectus 

until the Closing Date. 

Fees payable to the Registrar to the Issue 

The fees payable to the Registrar to the Issue, for processing of applications, data entry, printing of 

CAN/refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as per 

the agreement between our Company, the Selling Shareholders and the Registrar to the Issue dated May 26, 

2011. 

The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, 

postage, stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the 

Issue to enable it to send refund orders or Allotment advice by registered post/speed post. 

IPO grading 

This Issue has been graded by [●] and has been assigned the grade of “[●]” indicating [●], through i ts letter 

dated [●], which is valid for a period of [●]. The IPO grading is assigned on a five point scale from 1 to 5 

wherein an “IPO Grade 5” indicates strong fundamentals and an “IPO Grade 1” indicates poor fundamentals. 

A copy of the report provided by [●], will be made available for inspection at our Registered Office. 

This grading expires within ●] [ from the date of the report. The rationale for the Grade assigned to our 

Company's IPO by [●], has been set out in its report. A summary of the rationa le for the grading assigned by 

[●] in its report is reproduced below: 

Summary of rationale for grading by the IPO Grading Agency 

[●] 

Disclaimer of IPO Grading Agency 

[●] 

Previous rights and public issues 

We have not made any previous rights and public issues, and are an “Unlisted Company” in terms of the ICDR 

Regulations and this Issue is an “Initial Public Offering” in terms of the ICDR Regulations. 

Previous issues of shares otherwise than for cash 

Except as stated in the sections titled “Capital Structure” and “History and Certain Corporate Matters” 

beginning on pages 81 and 196, respectively, of this Draft Red Herring Prospectus, we have not issued any 

Equity Shares for consideration other than for cash. 

Underwriting commission, brokerage and selling commission on Previous Issues 

We have not made any previous public issues. Therefore, no sum has been paid or is payable as commission or 

brokerage for subscribing to or procuring for, or agreeing to procure subscription for any of the Equity Shares 

of our Company since its inception. 

Listed companies under the same Management 

389

Except as stated in the sections titled “Our Promoters and Group Companies” beginning on page 238 of this 

Draft Red Herring Prospectus, there are no listed companies under the same management as our Company 

within the meaning of Section 370(1B) of the Companies Act, 1956 which have made any capital issues in the 

last three years. 

Details of public / rights issues by our listed Group Companies in the last three years 

None of our listed Group Companies has made any public/rights issue in the last three years. 

Performance vis-à-vis objects – Previous issues of Group Companies in the 10 ten years 

There has been no public issue (including any rights issue to the public) by any of our Group Companies in the 

last 10 years preceding the date of this Draft Red Herring Prospectus. 

Outstanding debentures, bonds, redeemable preference shares and other instruments issued by our 

Company 

Our Company has no outstanding debentures, bonds or redeemable preference shares or any other instruments 

that would give any person the right to subscribe to Equity Shares as of the date of this Draft Red Herring 

Prospectus. 

Option to Subscribe 

The Equity Shares being offered through the Red Herring Prospectus can be applied for in dematerialized form 

only. 

Stock market data for our Equity Shares 

This being an initial public issue of our Company, the Equity Shares of our Company are not listed on any 

stock exchange. 

Mechanism for redressal of investor grievances 

The Agreement between the Registrar to the Issue, the Company and the Selling Shareholders will provide for 

retention of records with the Registrar to the Issue for a period of at least three years from the last date of 

dispatch of the letters of Allotment, demat credit and refund orders, or where refunds are being made 

electronically, giving of refund instructions to the clearing system, to enable the investors to approach the 

Registrar to the Issue for redressal of their grievances. 

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as 

name, address of the applicant, number of Equity Shares applied for, amount paid on application and the bank 

branch or collection centre where the application was submitted. 

All grievances relating to the ASBA process may be addressed either to (i) the concerned member of the 

Syndicate, in the event of a Bid submitted by an ASBA Bidder at any of the Syndicate ASBA Centres, or (ii) 

the SCSBs, giving full details such as name, address of the applicant, number of Equity Shares applied for, 

amount paid on application and, in the event of a Bid submitted directly with a Designated Branch by an 

ASBA Bidder, the Designated Branch of the SCSB where the Bid cum Application Form was submitted by the 

ASBA Bidder. 

Disposal of Investor Grievances by the Company 

We estimate that the average time required by us or the Registrar to the Issue or the SCSBs for the redressal of 

routine investor grievances will be seven Working Days from the date of receipt of the complaint. In case of 

non-routine complaints and complaints where external agencies are involved, we will seek to redress these 

complaints as expeditiously as possible. 

We have appointed a Shareholders/Investors Grievance Committee on March 28, 2011 comprising of Mr. 

Kuldeep Singh Solanki, Mr. Rudra Sen Sindhu and Mr. Ganesh Chandra Mrig. The composition of the 

Shareholders/Investors Grievance Committee is as follows: 

390

Name of the Director Designation in the Committee Nature of Directorship 

Mr. Kuldeep Singh Solanki Chairman Non-Executive Director 

Mr. Rudra Sen Sindhu Member Executive Chairman 

Mr. Ganesh Chandra Mrig Member Managing Director 

For further details, please refer to the section titled “Our Management” beginning on page 218 of this Draft 


We have also appointed Mr. Satish Kumar Sharma as the Compliance Officer for this Issue and he may be 

contacted at the office of our Company. His contact details are as follows: 

Mr. Satish Kumar Sharma 

ACB (India) Limited, 

7 th Floor, Corporate Tower, 

Ambience Mall, Gurgaon, Haryana-122001 

India 

Tel: +91 124 271 9024 

Fax: +91 124 271 9100 

Email: compliance@acbindia.com 

Investors can contact the Compliance Officer and / or the Registrar to the Issue and / or the Managers in case 

of any pre-Issue or post-Issue related problems, such as non-receipt of letters of Allotment, credit of Allotted 

Equity Shares in the respective beneficiary accounts and refund orders. 

For details in relation to disposal of investor grievances by our Group Companies, please see “Our Promoters 

and Group Companies – Group Companies - Details of top five Group Companies - Listed Group 

Companies” on page 243. 

Change in Auditors 

The auditors of our Company are appointed (and reappointed) in accordance with provisions of the Companies 

Act and their remuneration, rights and duties are regulated by Sections 224 to 233 of the Companies Act. 

There have been no changes to the Company’s auditors in the last three years. 

Capitalisation of reserves or profits 

The details regarding capitalisation of reserves are enumerated in the section titled “Capital Structure” 

beginning on page 81 of this Draft Red Herring Prospectus. Other than as mentioned therein, we have not 

capitalised any of our reserves. 

Revaluation of assets 

We have not revalued our assets in the last five years. 

Purchase of property 

There is no property which we have purchased or acquired or propose to purchase or acquire which is to be 

paid for wholly, or in part, from the Net Proceeds of the Issue or the purchase or acquisition of which has not 

been completed on the date of this Draft Red Herring Prospectus, other than property in respect of which: 

• the contracts for the purchase or acquisition were entered into in the ordinary course of the business, and 

the contracts were not entered into in contemplation of the Issue nor is the Issue contemplated in 

consequence of the contracts; or 

• the amount of the purchase money is not material; or 

• disclosure has been made earlier in this Draft Red Herring Prospectus. 

391

For further details please refer to the section titled “Our Business” beginning on page 136 of this Draft Red 

Herring Prospectus. 

Other Disclosures 

Except as disclosed in the section titled “Capital Structure” on page 81 of this Draft Red Herring Prospectus, 

none of our Directors, Promoters and/or the members of our Promoter Group have purchased or sold any 

securities of our Company, during a period of six months preceding the date of this Draft Red Herring 

Prospectus with SEBI. 

There have been no financing arrangements whereby our Promoter Group, our Group Companies, Directors 

and their relatives have financed the purchase by any other person of the Equity Shares other than in the 

normal course of our business during the period of six months immediately preceding the filing of this Draft 

Red Herring Prospectus 

Except as disclosed in the section “Outstanding Litigation and Material Developments” on page 307 of this 

Draft Red Herring Prospectus, SEBI has not initiated any action against any entity associated with the 

securities market, with which our Directors are associated. 

392

TERMS OF THE ISSUE 

The Equity Shares being issued and transferred are subject to the provisions of the Companies Act, our 

Memorandum and Articles, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the 

Prospectus, the Bid cum Application Form, the Revision Form, the CAN and other terms and conditions as 

may be incorporated in the allotment advices and other documents/certificates that may be executed in respect 

of the Issue. The Equity Shares shall also be subject to applicable laws, guidelines, notifications and 

regulations relating to the issue and transfer of capital and listing of securities issued from time to time by 

SEBI, the GoI, the Stock Exchanges, RBI, RoC, FIPB and/or other authorities, as in force on the date of the 

Issue and to the extent applicable. 

Ranking of Equity Shares 

The Equity Shares being issued shall be subject to the provisions of our Memorandum and Articles of 

Association and the Companies Act and shall rank pari passu with the existing Equity Shares of our Company 

including rights in respect of dividend. The Allottees in receipt of Equity Shares under this Issue will be 

entitled to dividends and / or any other corporate benefits, if any, declared by our Company after the date of 

allotment. For further details, please see "Main Provisions of our Articles of Association" on page 442 of this 


Offer for Sale 

The Issue includes an Offer for Sale by Pineridge and the Individual Selling Shareholders. For further details 

in relation to the Issue expenses including the Offer for Sale please see “Other Regulatory and Statutory 

Disclosures –Expenses of the Issue” on page 388 of this Draft Red Herring Prospectus. 

Mode of Payment of Dividend 

Our Company shall pay dividend to the shareholders of our Company as per the provisions of the Companies 

Act and listing agreement with the Stock Exchange. 

Face value and Issue Price 

The Equity Shares with a face value of ` 10 each shall be issued in terms of the Red Herring Prospectus at a 

price of ` [●] per Equity Share. The Anchor Investor Issue Price is ` [●] per Equity Share. At any given point 

of time, there shall be only one denomination for the Equity Shares of our Company, subject to applicable 

laws. 

The Floor Price of the Equity Shares is ` [●] per Equity Share and the Cap Price is ` [●] per Equity Share. The 

Price Band will be decided by our Company and Pineridge, in consultation with the Managers and the 

minimum Bid Lot will be decided by our Company in consultation with the Managers. These will be published 

by our Company at least two Working Days prior to the Issue Opening Date, in an English national daily 

newspaper and a Hindi national daily newspaper each with wide circulation. 

Compliance with ICDR Regulations 

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. 

Rights of the Equity Shareholders 

Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles, the equity 

shareholders of our Company 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; 

393

• 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 preferential claims being satisfied; 

• right of free transferability; and 

• such other rights, as may be available to a shareholder of a listed public company under the Companies 

Act, the terms of the equity listing agreements executed with the Stock Exchanges, and our Company’s 

Memorandum and Articles of Association. 

For further details on the main provisions of our Company’s Articles of Association including those dealing 

with voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting, please 

refer to the section titled “Main Provisions of our Articles of Association” beginning on page 442 of this Draft 


Market lot and trading lot 

As per the applicable law, the trading of our Equity Shares shall only be in dematerialised form for all 

investors. Since trading of our Equity Shares will be in dematerialised form, the tradable lot is one Equity 

Share. In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in 

dematerialised form. Allotment in this Issue will be done only in electronic form in multiples of one Equity 

Share subject to a minimum Allotment of [●] Equity Shares to successful Bidders. 

Jurisdiction 

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Delhi, India. 

Nomination facility to the Investor 

In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint 

Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint 

Bidders, death of 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 Section 109A of the Companies Act, be entitled to the same advantages to which he or she 

would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, 

the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to 

equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a 

sale/ transfer/ alienation of equity share(s) by the person nominating. A buyer will be entitled to make a fresh 

nomination in the manner prescribed. A fresh nomination can be made only on the prescribed form available 

on request at the registered office of our Company or at the registrar and transfer agent of our Company. 

In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the 

provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be 

required by the Board, elect either: 

a. to register himself or herself as the holder of the Equity Shares; or 

b. to make such transfer 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 himself 

or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, 

the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the 

Equity Shares, until the requirements of the notice have been complied with. 

Since the allotment of Equity Shares in this Issue will be made only in dematerialized mode, there is no need 

to make a separate nomination with our Company. Nominations registered with respective depository 

participant of the applicant would prevail. If the investors require a change the nomination, they are requested 

to inform their respective depository participant. 

Minimum subscription 

394

If our Company does not receive the minimum subscription of 90% of the Fresh Issue, including devolvement 

of the Underwriters within 60 days from the Issue Closing Date, the Company shall forthwith refund the entire 

subscription amount received. If there is a delay beyond eight days after our Company becomes liable to pay 

the amount, our Company shall pay interest prescribed under Section 73 of the Companies Act. 

The requirement for 90% minimum subscription is not applicable to the Offer for Sale. In case of under 

subscription in the Issue, the Equity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares 

in the Offer for Sale. 

Further, in terms of Regulation 26(4) of the ICDR Regulations, our Company shall ensure that the 

number of prospective allotees to whom Equity Shares will be allotted shall not be less than 1,000. 

Application by Eligible NRIs, FIIs and FVCIs 

It is to be distinctly understood that there is no reservation for Eligible NRIs and FIIs or FVCIs. All Non 

Residents, NRIs, FIIs and foreign venture capital funds, multi-lateral and bilateral development financial 

institutions and any other foreign investor applicants will be treated on the same basis with other categories for 

the purpose of allocation. As per existing regulations, OCBs cannot participate in the Issue. 

Arrangements for disposal of odd lots 

Since our Equity Shares will be traded in dematerialized form only, the market lot for our Equity Shares will 

be one, no arrangements for disposal of odd lots are required. 

Restriction on transfer and transmission of shares 

There are no restrictions on transfers and transmission of shares/ debentures and on their consolidation/ 

splitting except as provided in our Articles of Associations. For details, please refer to the section titled “Main 

Provisions of our Articles of Association” beginning on page 442 of this Draft Red Herring Prospectus. 

However, in terms of the ICDR Regulations, Equity Shares Allotted to Anchor Investors in the Anchor 

Investor Portion shall be locked-in for a period of 30 days from the date of Allotment of Equity Shares in the 

Issue. 

Option to receive Equity Shares in Dematerialized Form 

Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not 

have the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be 

traded only in the dematerialized segment of the Stock Exchanges. 

Joint Holders 

Where two or more persons are the Equity Shares, they shall be deemed to hold the same as joint tenants with 

the benefits of survivorship. 

395

ISSUE STRUCTURE 

This public issue of up to [●] Equity Shares for cash at a price of ` [●] per Equity Share including a share 

premium of ` [●] per Equity Share, aggregating ` [●] million, comprising a Fresh Issue of [●] Equity Shares 

by the Company aggregating to ` 5,750 million and Offer for Sale of up to 28,081,000 Equity Shares by the 

Selling Shareholders. The Issue shall also comprise an Employee Reservation Portion of ●] [ Equity Shares 

aggregating to ` [●] million for subscription by the Eligible Employees. Our Company and Pineridge, in 

consultation with the Managers, may decide to offer a discount of up to [●]% of the Issue Price , amounting to 

` [●], to Retail Individual Bidders and Eligible Employees. The Net Issue shall constitute approximately [●]% 

of the fully diluted post-Issue capital of our Company. 

In case of under subscription in the Issue, the Equity Shares in the Fresh Issue will be issued prior to the sale of 

Equity Shares in the Offer for Sale. 

The Issue is being made through the Book Building Process. 

QIBs # 

Number of Equity Not more than ●] [ 

Shares ## Equity Shares 

Percentage of Issue 

size available for 

allocation 

Basis 

of 

Allotment/Allocation 

if respective category 

is oversubscribed 

Not more than 50% 

of the Net Issue being 

allocated. 

However, up to 5% 

of the Net QIB 

Portion shall be 

available for 

allocation 

proportionately to 

Mutual Funds only. 

Mutual Funds 

participating in the 

Mutual Fund Portion 

will also be eligible 

for allocation in the 

remaining Net QIB 

Portion. 

Proportionate as 

follows: 

(a) [●] Equity Shares 

shall be allocated on 

a proportionate basis 

to Mutual Funds 

only; and 

(b) [●] Equity Shares 

shall be Allotted on a 

proportionate basis to 

all QIBs including 

Mutual Funds 

receiving allocation 

as per (a) above. 

Non-Institutional 

Bidders 

Not less than ●] [ 

Equity Shares 

available for 

allocation or Issue 

less allocation to 

QIBs and Retail 

Individual Bidders. 

Not less than 15% of 

the Net Issue or the 

Issue less allocation 

to QIBs and Retail 

Individual Bidders. 

Retail Individual 

Bidders 

Not less than ●] [ 

Equity Shares 

available for 

allocation or Issue 

less allocation to 

QIBs and Non- 

Institutional Bidders. 

Not less than 35% of 

the Net Issue or the 

Issue less allocation 

to QIBs and Non- 

Institutional Bidders. 

Eligible Employees 

Up to ●] [ Equity 

Shares. 

Up to [●]% of the 

Issue. 

Proportionate. Proportionate. Proportionate. 

Minimum Bid Such number of 

Equity Shares that 

the Bid Amount 

exceeds ` 200,000. 

Such number of 

Equity Shares that 

the Bid Amount 

exceeds ` 200,000. 

[•] Equity Shares. 

[●] Equity Shares. 

396

QIBs # 

Maximum Bid Such number of 

Equity Shares not 

exceeding the Issue, 

subject to applicable 

limits. 

Mode of Allotment Compulsorily in 

dematerialised form. 

Bid Lot 

[●] Equity Shares and 

in multiples of ●] [ 

Equity Shares 

thereafter. 


Bidders 


Equity Shares not 

exceeding the Issue 

subject to applicable 

limits. 

Compulsorily in 




Equity Shares 

thereafter. 


Bidders 


Equity Shares such 

that the Bid Amount 

does not exceed ` 

200,000. 





Equity Shares 

thereafter. 



Equity Shares such 

that the Bid Amount 

does not exceed ` 

200,000. 


dematerialised form 



Equity Shares 

thereafter. 

Trading Lot One Equity Share. One Equity Share. One Equity Share. One Equity Share. 

Who can Apply QIBs. Resident Indian 

individuals, Eligible 

NRIs, HUF (in the 

name of Karta), 

companies, corporate 

bodies, scientific 

institutions societies 

and trusts, subaccounts 

of FIIs 

registered with SEBI, 

which are foreign 

corporates or foreign 

individuals. 

Terms of Payment @ The entire Bid 

Amount shall be 

payable at the time of 

submission of Bid 

cum Application 

Form. 

______________________ 

The entire Bid 





Form. 

Retail 

Bidders. 

Individual 

The Payment Amount 

shall be payable at 

the time of 



Form. 

Eligible Employees. 

The Payment 





Form. 

# 

## 

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 valid Bids being received from 

domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors. For further 

details, please see the section entitled "Issue Procedure" on page 400 of this Draft Red Herring Prospectus. 

Subject to valid Bids being received at or above the Issue Price. The Issue is being made through the Book Building 

Process wherein not more than 50% of the Net Issue will be available for allocation to QIBs. Out of the QIB Portion 

(excluding the Anchor Investor Portion), 5% shall be available for allocation on a proportionate basis to Mutual 

Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, 

subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from 

Mutual Funds is less than [•] Equity Shares, the balance Equity Shares available for Allotment in the Mutual Fund 

Portion will be added to the QIB Portion and allocated proportionately to QIBs in proportion to their Bids. Further, 

not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional 

Bidders and not less than 35% of the Net Issue will be available for allocation on a proportionate basis to Retail 

Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further [●] Equity Shares shall 

be available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received 

from them at or above the Issue Price. In the event of under-subscription in any of the categories in the Net Issue, the 

unsubscribed portion would be allowed to be met with spill over from over subscription from any other category or a 

combination of categories at the sole discretion of the Company, in consultation with the Managers. In the event of 

under-subscription in the Employee Reservation Portion, the unsubscribed portion shall be added to the Net Issue. In 

the event of under-subscription in the Net Issue, spill-over to the extent of under-subscription shall be permitted from 

the Employee Reservation Portion to the Net Issue. Our Company will comply with the ICDR Regulations and any 

other ancillary directions issued by SEBI for this Issue. Each of the Selling Shareholders confirms that it will comply 

with the ICDR Regulations and any other directions issued by SEBI, as applicable to such Selling Shareholder in 

relation to the Equity Shares offered by such Selling Shareholder under the Offer for Sale. In this regard, our 

Company, the Individual Selling Shareholders and Pineridge confirm that they have appointed the Managers to 

manage the Issue and to procure subscriptions to the Issue. 

397

@ 

In case of ASBA Bidders, the SCSB shall be authorised to block such funds in the bank account of the ASBA Bidder 

that are specified in the ASBA Bid cum Application Form. 

Our Company and Pineridge, in consultation with the Managers, may decide to offer a discount of up to [●]% of the 

Issue Price, amounting ` [●], to Retail Individual Bidders and Eligible Employees. 

In case the Bid cum Application Form is submitted in joint names, the Bidders should ensure that the demat account is 

also held in the same joint names and are in the same sequence in which they appear in the Bid cum Application 

Form. 

Withdrawal of the Issue 

Our Company and / or any of the Selling Shareholders, in consultation with the Managers, reserve the right not 

to proceed with the Issue anytime after the Issue Opening Date but before the Allotment of Equity Shares. In 

such an event the Company shall issue a public notice in the newspapers (including the reasons for such 

withdrawal), in which the pre-Issue advertisements were published, within two days of the Issue Closing Date. 

Our Company shall also inform the same to the Stock Exchanges on which the Equity Shares are proposed to 

be listed and the Managers, through the Registrar to the Issue, shall notify the SCSBs to unblock the accounts 

of the ASBA Bidders. 

If our Company and / or any of the Selling Shareholders withdraws the Issue after the Issue Closing Date and 

our Company, thereafter determines that it will proceed with an initial public offering of its Equity Shares, our 

Company shall file a fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Issue is 

also subject to obtaining (i) final listing and trading approvals of the Stock Exchanges, which our Company 

shall apply for after Allotment; and (ii) the final approval of the RoC, after the Prospectus is filed with the 

RoC. 

Issue Programme 

ISSUE OPENS ON [●] * 

ISSUE FOR QIBS CLOSES ON 

ISSUE FOR RETAIL AND NON INSTITUTIONAL 

INVESTORS (INCLUDING ELIGIBLE EMPLOYEES 

BIDDING UNDER THE EMPLOYEE RESERVATION 

PORTION) CLOSES ON 

______________________ 

[●]** 

* Our Company, in consultation with the Managers, may consider participation by Anchor Investors. The 

Anchor Investor Bidding Date shall be one Working Day prior to the Issue Opening Date. 

** Our Company, in consultation with the Managers, may decide to close the Issue Period for QIBs one 

Working Day prior to the Issue Closing Date subject to the following: 

a) the Bidding shall be kept open for a minimum of 3 days for all categories of applicants; and 

b) appropriate disclosures shall be included in the Red Herring Prospectus. 

Except in relation to Bids received from Anchor Investors, the Bids and any revision in Bids shall be accepted 

only between 10.00 a.m. and 5.00 p.m. IST during the Issue Period as mentioned above at the Bidding 

Centres mentioned on the Bid cum Application Form. On the Issue Closing Date, the Bids shall be accepted 

only between 10.00 a.m. and 3.00 p.m. IST and uploaded until (i) 4.00 p.m. IST, in case of Bids by QIBs, 

Non-Institutional Investors and Eligible Employees Bidding under the Employee Reservation Portion, or such 

extended time as permitted by the Stock Exchanges, and (ii) 5.00 p.m. in case of Bids by Retail Individual 

Bidders, or such extended time as permitted by the Stock Exchanges. It is clarified that Bids not uploaded 

would be rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the 

Stock Exchanges either by (i) a member of the Syndicate, in the event of a Bid submitted by an ASBA Bidder 

at any of the Syndicate ASBA Centres, or (ii) the SCSBs. 

In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical 

Bid cum Application Form, for a particular Bidder, the details as per the physical Bid cum Application Form 

[●] 

398

of the Bidder may be taken as the final data for the purpose of Allotment. In case of any discrepancy in the 

data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid cum 

Application Form, for a particular ASBA Bidder, the Registrar to the Issue shall ask for rectified data from a 

member of the Syndicate, in the event of a Bid submitted by an ASBA Bidder at any of the Syndicate ASBA 

Centres, or (ii) the SCSBs, as the case may be. 

Due to limitation of time available for uploading the Bids on the Issue Closing Date, the Bidders are advised to 

submit their Bids one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the 

Issue Closing Date. Bidders are cautioned that in the event a large number of Bids are received on the Issue 

Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded due to lack of 

sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids 

will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday). Neither the 

Company, the Selling Shareholders nor any member of the Syndicate is liable for any failure in downloading 

the Bids due to faults in any software/hardware system or otherwise. 

On the Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the 

Bids received by Retail Individual Bidders and Eligible Employees after taking into account the total number 

of Bids received up to the closure of time period for acceptance of Bid cum Application Forms as stated herein 

and reported by the Managers to the Stock Exchange within half an hour of such closure. 

Our Company and Pineridge, in consultation with the Managers, reserve the right to revise the Price Band 

during the Issue Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and 

the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not 

exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the floor price 

disclosed at least two days prior to the Issue Opening Date and the Cap Price will be revised accordingly. 

In case of revision of the Price Band, the Issue Period will be extended for at least three additional working 

days after revision of Price Band subject to the Issue Period not exceeding 10 working days. Any revision in 

the Price Band and the revised Issue Period, if applicable, will be widely disseminated by notification to the 

BSE and the NSE, by issuing a press release and also by indicating the changes on the web site of the 

Managers and at the terminals of the Syndicate. 

399

ISSUE PROCEDURE 

This section applies to all Bidders. Please note that pursuant to the SEBI circular dated April 29, 2011, 

bearing no. CIR/CFD/DIL/1/2011, all non-Retail Individual Bidders i.e. QIBs (excluding those Bidding under 

the Anchor Investor Portion) and Non-Institutional Bidders are mandatorily required to submit their Bids by 

way of ASBA. ASBA Bidders should note that the ASBA process involves application procedures that are 

different from the procedure applicable to Bidders other than the ASBA Bidders. ASBA Bidders should 

carefully read the provisions applicable to such applications before making their application through the ASBA 

process. Please note that all Bidders are required to make payment of the full Payment Amount or ensure that 

the ASBA Account has sufficient credit balance such that the entire Payment Amount can be blocked by the 

SCSB. 

Our Company and Pineridge, in consultation with the Managers, may decide to offer a discount of up to [●]% 

of the Issue Price, amounting to ` [●] to Retail Individual Bidder and Eligible Employees. In the event the 

Retail and Employee Discount is offered, Retail Individual Bidders and Eligible Employees should note that 

benefit of the Retail and Employee Discount can be availed at the time of Bidding itself. Accordingly, after 

indicating the Bid Amount in the Bid cum Application Form for the purposes of Bidding, payment should be 

made of the Payment Amount i.e. the Bid Amount net of the Retail and Employee Discount. 

Our Company, the Selling Shareholders and the Syndicate do not accept any responsibility for the 

completeness and accuracy of the information stated in this section, and are not liable for any amendment, 

modification or change in applicable law, which may occur after the date of this Draft Red Herring 

Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids do not 

exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable 

law or as specified in this Draft Red Herring Prospectus, and as will be specified in the Red Herring 

Prospectus and the Prospectus. 

Book Building Procedure 

This Issue is being made through the Book Building Process wherein not more than 50% of the Net Issue shall 

be available for allocation to QIBs. Provided that the Company may allocate up to 30% of the QIB Portion to 

Anchor Investors on a discretionary basis out of which one-third shall be reserved for domestic Mutual Funds 

only. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be 

added to the Net QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate 

basis to Mutual Funds only, and the remainder of the Net QIB Portion 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. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate 

basis to Non-Institutional Bidders and not less than 35% of the Net 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. Further, [●] Equity Shares shall be available for allocation on a proportionate basis to the Eligible 

Employees, subject to valid Bids being received from them at or above the Issue Price. 

In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion shall be 

added to the Net Issue. In the event of under-subscription in any of the categories in the Net Issue, the 

unsubscribed portion would be allowed to be met with spill over from over subscription from any other 

category or a combination of categories at the sole discretion of the Company, in consultation with the 

Managers. In the event of under-subscription in the Net Issue, spill-over to the extent of under-subscription 

shall be permitted from the Employee Reservation Portion to the Net Issue. 

Our Company will comply with the ICDR Regulations and any other ancillary directions issued by SEBI for 

this Issue. Each of the Individual Selling Shareholders and Pineridge undertakes that it will comply with the 

ICDR Regulations and any other directions issued by SEBI, as applicable to such Selling Shareholder in 

relation to the Equity Shares offered by such Selling Shareholder under the Offer for Sale. 

In case of QIBs, other than Anchor Investors, Bidding through the Syndicate ASBA, the Managers and their 

affiliate members of the Syndicate, may reject Bids at the time of acceptance of the ASBA Bid cum 

Application Form provided that the reasons for such rejection shall be disclosed to such Bidder in writing. In 

case of Non-Institutional Bidders, Retail Individual Bidders and Eligible Employees, our Company has a right 

to reject Bids based on technical grounds only. 

400

Bidders can Bid at any price within the Price Band. The Price Band for the Issue will be decided by our 

Company and Pineridge, in consultation with the Managers, and the Bid Lot for the Issue will be decided by 

our Company, in consultation with the Managers, and advertised in an English and a Hindi national daily 

newspaper, each with wide circulation at least two Working Days prior to the Issue Opening Date, with the 

relevant financial ratios calculated at the Floor Price and at the Cap Price. 

Investors should note that Allotment to successful Bidders will be only in the dematerialised form. Bid cum 

Application Forms or ASBA Bid cum Application Forms which do not have the details of the Bidder’s 

depository accounts including DP ID, PAN and Client ID will be treated as incomplete and rejected. Bidders 

will not have the option of receiving Allotment in physical form. On Allotment, the Equity Shares will be 

traded only on the dematerialized segment of the Stock Exchanges. 

Bidders are required to ensure that the PAN (of the sole/ first Bidder) provided in the Bid cum Application 

Form or the ASBA Bid cum Application Form is exactly the same as the PAN of the person(s) in whose name 

the relevant beneficiary account is held. If the Bid cum Application Form or the ASBA Bid cum Application 

Form was submitted in joint names, Bidders are required to ensure that the beneficiary accounts are held in the 

same joint names in the same sequence in which they appeared in the Bid cum Application Form or the ASBA 

Bid cum Application Form. 

Bid cum Application Form and ASBA Bid cum Application Form 

Copies of the Bid cum Application Form will be available for all categories of Bidders, other than Anchor 

Investors, with the members of the Syndicate and our Registered Office and our Corporate Office. Bid cum 

Application Forms for Anchor Investors shall be available at the offices of the Managers. In addition, ASBA 

Bid cum Application Forms in physical form will be available with the Designated Branches, and electronic 

ASBA Bid cum Application Forms will be available on the websites of the SCSBs and of the Stock Exchanges 

at least one day prior to the Issue Opening Date. Copies of the Red Herring Prospectus shall, on a request 

being made by any Bidder, be furnished to such Bidder at our Registered Office, our Corporate Office and the 

Designated Branches. 

Bidders shall only use the specified Bid cum Application Form bearing the stamp of a member of the 

Syndicate, unless they are using the ASBA Process. Before being issued to the Bidders, the Bid cum 

Application Form shall be serially numbered and date and time stamped and such form shall be issued in 

duplicate signed by the Bidder. The Bid Cum Application Form and the ASBA Bid cum Application Form 

shall contain information about the Bidders, the price and the number of Equity Shares Bid for. Bidders shall 

have the option to make a maximum of three Bids (in terms of number of Equity Shares and respective Bid 

Amount) in the Bid cum Application Form and such options shall not be considered as multiple Bids. The 

collection centre of the Syndicate will acknowledge the receipt of the Bid Cum Application Form or Revision 

Form by stamping the acknowledgment slip and returning it to the Bidder. This acknowledgment slip shall 

serve as the duplicate of the Bid Cum Application Form for the records of the Bidder and the Bidder shall 

preserve this and should provide the same for any queries relating to non-Allotment of Equity Shares in the 

Issue. 

Upon completing and submitting the Bid cum Application Form to a member of the Syndicate, the Bidder is 

deemed to have authorised our Company to make the necessary changes in the Red Herring Prospectus and the 

Bid cum Application Form as would be required for filing the Prospectus with the RoC and as would be 

required by the RoC after such filing, without prior or subsequent notice of such changes to the Bidder. Upon 

determination of the Issue Price and filing of the Prospectus with the RoC, the Bid cum Application Form shall 

be considered as the application form. 

Bidders can also submit their Bids through the ASBA by submitting ASBA Bid cum Application Forms, either 

in physical or electronic mode, to the SCSB with whom the ASBA Account is maintained or through the 

members of the Syndicate/ sub-Syndicate (ASBA Bids through the members of the Syndicate/ sub-Syndicate 

shall hereinafter be referred to as the “Syndicate ASBA”). However, ASBA Bids through Syndicate ASBA 

is permitted only at the Syndicate ASBA Centres. An ASBA Bidder shall use the ASBA Bid cum 

Application Form obtained from the Designated Branches for the purpose of making a Bid. 

ASBA Bidders can submit their Bids, either in physical or electronic mode. In case of application in physical 

mode, the ASBA Bidder shall submit the ASBA Bid cum Application Form, which shall be stamped, at the 

relevant Designated Branch. ASBA Bid cum Application Form in physical mode, which shall be stamped, can 

also be submitted to be members of the Syndicate at Syndicate ASBA Centres. In case of application in 

401

electronic form, the ASBA Bidder shall submit the ASBA Bid cum Application Form either through the 

internet banking facility available with the SCSBs or such other electronically enabled mechanism for Bidding 

and blocking funds in the ASBA Account held with SCSB, and accordingly registering such Bids. The SCSB 

shall block an amount in the ASBA Account equal to the Payment Amount specified in the ASBA Bid cum 

Application Form. Upon completing and submitting the ASBA Bid cum Application Form to the SCSB or to 

the members of the Syndicate, the ASBA Bidder is deemed to have authorised our Company to make the 

necessary changes in the Red Herring Prospectus and the ASBA Bid cum Application Form, as would be 

required for filing the Prospectus with the RoC and as would be required by RoC after such filing, without 

prior or subsequent notice of such changes to the ASBA Bidder. 

To supplement the foregoing, the mode and manner of Bidding is illustrated in the following chart. 

Category of bidder 


Bidders and 


Mode of Bidding 

Either (i) ASBA or 

(ii) non-ASBA 

Application form 

to be used for 

Bidding 

(i) If Bidding 

through ASBA, 

ASBA Form 

(physical or 

electronic); or 

(ii) If Bidding 

through non-ASBA, 

Bid 

cum 

Application Form. 

To whom the application form has to be 

submitted 

(i) If using physical ASBA Form, to the 

members of the Syndicate only at Syndicate 

ASBA Centres; or 

(ii) If using physical ASBA Form, to the 

Designated Branches of the SCSBs where 

the SCSB account is maintained; or 

(iii) If using electronic ASBA Form, to the 

SCSBs, electronically through internet 

banking facility, where the SCSB account 

is maintained; or 

(iv) If using Bid cum Application Form, to 

the members of the Syndicate at the 

Bidding Centres. 


Bidders and QIBs 

(excluding Anchor 

Investors) 

ASBA (Kindly note 

that ASBA is 

mandatory and no 

other mode of 

Bidding is 

permitted) 

ASBA 

(physical 

electronic) 

Form 

or 

(i) If using physical ASBA Form, to the 

members of the Syndicate only at Syndicate 

ASBA Centre; or 

(ii) If using physical ASBA Form, to the 

Designated Branches of the SCSBs where 

the SCSB account is maintained; or 

(iii) If using electronic ASBA Form, to the 

SCSBs, electronically through internet 

banking facility, where the SCSB account 

is maintained. 

Anchor Investors Non- ASBA Bid cum 

Application Form 

To the members of the Syndicate at the 

Bidding Centres. 

The prescribed colour of the Bid cum Application Form and ASBA Bid cum Application Form for various 

categories of Bidders is as follows: 

Category Colour of Bid cum 

Application Form including 

ASBA Bid cum Application 

Form* 

Resident Indians and Eligible NRIs applying on a non-repatriation basis, 

excluding Eligible Employees Bidding in the Employee Reservation 

Portion 

White 

402

Category Colour of Bid cum 

Application Form including 

ASBA Bid cum Application 

Form* 

Non-Residents and Eligible NRIs applying on a repatriation basis, FVCIs 

and FIIs 

Eligible Employees Bidding in the Employee Reservation Portion 

Anchor Investors ** 

Blue 

Pink 

Green 

* 

** 

Excluding electronic ASBA Bid cum Application Forms. 

Bid cum Application Forms for Anchor Investors shall be available at the offices of the Managers. 

Who can Bid 

• Indian nationals resident in India, who are not minors, in single or joint names (not more than three); 

• Hindu Undivided Families (“HUFs”), in the individual name of the Karta. Such Bidders should specify that 

the Bid is being made in the name of the HUF in the Bid cum Application Form or the ASBA Bid cum 

Application Form as follows: “Name of Sole or First Bidder: XYZ Hindu Undivided Family applying 

through XYZ, where XYZ is the name of the Karta”. Bids by HUFs will be considered at par with those 

from individuals; 

• Companies, corporate bodies and societies registered under applicable law in India and authorized to invest 

in equity shares under their respective constitutional or charter documents; 

• Foreign corporates or individuals Bidding in the QIB Portion, in accordance with all applicable law; 

• Mutual Funds registered with SEBI; 

• Eligible NRIs (whether on a repatriation basis or on a non-repatriation basis), subject to applicable law; 

• Indian financial institutions, commercial banks (excluding foreign banks), regional rural banks, cooperative 

banks (subject to RBI regulations and the ICDR Regulations and other applicable law); 

• FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or foreign 

individual, Bidding in the QIB Portion; 

• Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals, Bidding in 

the Non-Institutional Portion; 

• VCFs in accordance with applicable law; 

• FVCIs in accordance with applicable law; 

• State industrial development corporations; 

• Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law 

relating to trusts/societies and who are authorized under their respective constitutional or charter documents 

to hold and invest in equity shares; 

• Scientific and/or industrial research organizations in India, which are authorized to invest in equity shares; 

• Insurance companies registered with the IRDA; 

• Insurance funds set up and managed by the Department of Posts, India; 

• Provident funds with a minimum corpus of ` 250 million and who are authorized under their constitutional 

403

documents to hold and invest in equity shares; 

• Pension Funds with a minimum corpus of ` 250 million and who are authorized under their constitutional 

documents to hold and invest in equity shares; 

• National Investment Fund; 

• Insurance funds set up and managed by the army, navy or air force of the Union of India; 

• Multilateral and bilateral development financial institutions; 

• Limited Liability Partnerships; 

• Eligible Employees; and 

• Any other persons eligible to Bid in this Issue, under the laws, rules, regulations, guidelines and polices 

applicable to them. 

In accordance with the regulations made by the RBI, OCBs cannot Bid in the Issue. 


jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any 

such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The Equity Shares 

have not been and will not be registered under the Securities Act or any state securities laws in the 

United States and may not be offered or sold within the United States, except pursuant to an exemption 

from, or in a transaction not subject to, the registration requirements of the Securities Act and 

applicable state securities laws. Accordingly, the Equity Shares are only being offered and sold (i) in the 

United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in 

Rule 144A under the Securities Act and referred to in this Draft Red Herring Prospectus as “U.S. 

QIBs”, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional 

investor defined under applicable Indian regulations and referred to in the Draft Red Herring 

Prospectus as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of 

the Securities Act, and (ii) outside the United States in reliance on Regulation S under the Securities Act. 

Anchor Investor Portion 

Our Company, in consultation with the Managers, may consider participation by Anchor Investors in the Issue 

for up to 30% of the QIB Portion in accordance with the ICDR Regulations. Anchor Investor shall Bid on the 

Anchor Investor Bidding Date. The QIB Portion shall be reduced to the extent of allocation under the Anchor 

Investor Portion. In accordance with the ICDR Regulations, the key terms for participation in the Anchor 

Investor Portion are as follows: 

(a) Anchor Investors shall be QIBs as defined in the ICDR Regulations. 

(b) The Anchor Investor Bid must be for a minimum of such number of Equity Shares so that the Anchor 

Investor Payment Amount exceeds ` 100 million and in multiples of ●] [ Equity Shares thereafter. An 

Anchor Investor Bid cannot be submitted for more than the Anchor Investor Portion. 

(c) Allocation to the Anchor Investors shall be on a discretionary basis and subject to a minimum number of 

two such investors for allocation up to ` 2,500 million and five investors for allocation of more than 

` 2,500 million. 

(d) [●] Equity Shares out of the Anchor Investor Portion shall be reserved for allocation to domestic Mutual 

Funds. Bids by various schemes of a Mutual Fund shall be clubbed to calculate the Payment Amount. 

(e) The Bidding for Anchor Investors shall open one day before the Issue Opening Date and shall be 

completed on the same day. 

(f) Our Company, in consultation with the Managers, shall finalise allocation to the Anchor Investors on a 

discretionary basis, subject to compliance with requirements regarding minimum number of allottees. 

404

(g) The number of Equity Shares allocated to the Anchor Investors and the price at which the allocation is 

made, shall be made available in the public domain by the Managers before the Issue Opening Date. 

(h) Anchor Investors shall pay the entire Payment Amount at the time of submission of the Anchor Investor 

Bid. In case the Issue Price is greater than the price at which allocation is being done to Anchor Investors, 

the additional amount being the difference shall be paid by the Anchor Investors by the Pay-in Date. In the 

event the Issue Price is lower than the price at which allocation is being done to the Anchor Investors, the 

Allotment to Anchor Investors shall be at the price at which allocation is being done to the Anchor 

Investors. 

(i) Anchor Investors cannot withdraw their Bid after the Anchor Investor Bidding Date. 

(j) The Equity Shares allotted in the Anchor Investor Portion shall be locked-in for a period of 30 days from 

the date of Allotment. 

(k) Bids made by QIBs under both the Anchor Investor Portion and the Net QIB Portion shall not be 

considered as multiple Bids. 

(l) The payment instruments for payment into the Escrow Account should be drawn in favour of: 

• In case of Resident Anchor Investors: “Escrow Account – [●] – Anchor Investor – R” 

• In case of Non-Resident Anchor Investor: “Escrow Account – [●] –Anchor Investor - NR” 

Participation by associates and affiliates of the Managers and Syndicate Members 

The Managers and the Syndicate Members shall not be allowed to subscribe to this Issue in any manner, 

except towards fulfilling their underwriting obligations. However, associates and affiliates of the Managers 

and the Syndicate Members may subscribe to or purchase Equity Shares in the Issue, in the QIB Portion or in 

Non-Institutional Portion as may be applicable to such Bidders. Such Bidding and subscription may be on their 

own account or on behalf of their clients. All categories of investors, including associates or affiliates of 

Managers and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a 

proportionate basis. 

The Managers, the Syndicate Members, the Promoters, the Promoter Group and any persons related to them 

cannot apply in the Issue under the Anchor Investor Portion. 

Bids by Mutual Funds 

As per the ICDR Regulations, at least one third of the Anchor Investor Portion will be available for allocation 

on a discretionary basis to domestic Mutual Funds and 5% of the Net QIB Portion is reserved for allocation to 

Mutual Funds on a proportionate basis. An eligible Bid by a Mutual Fund shall first be considered for 

allocation proportionately in the Mutual Fund Portion. In the event that the demand from Mutual Funds is 

greater than [●] Equity Shares, allocation shall be made to Mutual Funds proportionately, to the extent of the 

Mutual Fund Portion. The remaining demand by the Mutual Funds shall, as part of the aggregate demand by 

QIBs, be available for allocation proportionately out of the remainder of the QIB Portion, after excluding the 

allocation in the Mutual Fund Portion. 

The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the 

names of the concerned schemes for which the Bids are made. 

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered 

with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as 

multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. 

No Mutual Fund scheme shall invest more than 10% of its net asset value in the equity shares or equity related 

instruments of any single company provided that the limit of 10% shall not be applicable for investments in 

index funds or sector or industry specific funds. No Mutual Fund under all its schemes should own more than 

10% of any company’s paid-up share capital carrying voting rights. 

405

Bids by Non Residents including Eligible NRIs, FIIs registered with SEBI, VCFs and FVCI 

There is no reservation in the Issue for Eligible NRIs or FIIs, VCFs or FVCIs registered with SEBI. Eligible 

NRIs and FIIs, VCFs or FVCIs registered with SEBI will be treated on the same basis as other categories for 

the purpose of allocation. In accordance with the FEMA and the regulations framed thereunder, OCBs cannot 

Bid in the Issue. 

Bids by Eligible NRIs 

Bid cum Application Form shall be made available for Eligible NRIs at our Registered Office and Corporate 

Office and with the members of the Syndicate. Only Bids accompanied by payment in Indian Rupees or freely 

convertible foreign exchange will be considered for Allotment. Eligible NRIs intending to make payment 

through freely convertible foreign exchange and Bidding on a repatriation basis could make payments through 

Indian Rupee drafts purchased abroad or cheques or bank drafts or by debits to their Non-Resident External 

(“NRE”) or Foreign Currency Non-Resident (“FCNR”) accounts, maintained with banks authorized by the 

RBI to deal in foreign exchange. Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum 

Application Form meant for Non-Residents , accompanied by a bank certificate confirming that the payment 

has been made by debiting to the NRE or FCNR account, as the case may be. Payment for Bids by nonresident 

Bidder Bidding on a repatriation basis will not be accepted out of Non-Resident Ordinary (“NRO”) 

accounts. 

Bids by FIIs 

Under the extant law, the total holding by a single FII or a Sub-Account cannot exceed 10% of the post-Issue 

paid-up equity share capital of our Company and the total holdings of all FIIs and sub-accounts cannot exceed 

24% of the post-Issue paid-up equity share capital of our Company. The said 24% limit can be increased up to 

the applicable sectoral cap by passing a resolution by the Board followed by passing a special resolution to that 

effect by the shareholders of our Company. Our Company has not obtained board or shareholders approval to 

increase the FII limit to more than 24%. Thus as of now, the aggregate FII holding in our Company cannot 

exceed 24% of the total issued and paid-up equity share capital of our Company. 

Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms of 

Regulation 15A(1) of the FII Regulations, an FII or its Sub-Account may issue, deal or hold, offshore 

derivative instruments (as defined under the FII Regulations as any instrument, by whatever name called, 

which is issued overseas by a foreign institutional investor against securities held by it that are listed or 

proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly, only 

in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an 

appropriate foreign regulatory authority; and (ii) such offshore derivative instruments are issued after 

compliance with ‘know your client’ norms. The FII or Sub-Account is also required to ensure that no further 

issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not 

regulated by an appropriate foreign regulatory authority as defined under the FII Regulations. Associates and 

affiliates of the Underwriters, including the Managers that are FIIs, may issue offshore derivative instruments 

against Equity Shares Allotted to them. Any such offshore derivative instrument does not constitute any 

obligation or claim on or interest in our Company. 

Bids by VCFs and FVCIs 

The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 and the Securities and 

Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, each, as amended, prescribe 

investment restrictions on VCFs and FVCIs, respectively, registered with SEBI. Accordingly, the holding in 

any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of 

the VCF or FVCI. However, VCFs or FVCIs may invest not over 33.33% of their respective investible funds 

in various prescribed instruments, including in public offerings. 

Further, according to the ICDR Regulations, the shareholding of VCFs and FVCIs held in a company prior to 

making an initial public offering would be exempt from lock-in requirements only if the shares have been held 

by them for at least one year prior to the time of filing the draft red herring prospectus with SEBI. 

Bids by limited liability partnerships 

406

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 

2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, 

must be attached to the Bid cum Application Form or the ASBA Bid cum Application Form. Failing this, our 

Company reserves the right to reject any Bid without assigning any reason thereof. 

Bids by insurance companies 

In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of 

registration issued by IRDA must be attached to the Bid cum Application Form or the ASBA Bid cum 

Application Form. Failing this, our Company reserves the right to reject any Bid without assigning any reason 

thereof. 

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority 

(Investment) Regulations, 2000, as amended (the “IRDA Investment Regulations”), are broadly set forth 

below: 

(a) equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value) or 

10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or 

reinsurer; 

(b) the entire group of the investee company: the least of 10% of the respective fund in case of a life insurer or 

10% of investment assets in case of a general insurer or reinsurer (25% in case of ULIPS); and 

(c) the industry sector in which the investee company operates: 10% of the insurer’s total investment 

exposure to the industry sector (25% in case of ULIPS). 

Bids by provident funds/ pension funds 

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of 

` 250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident 

fund/ pension fund must be attached to the Bid cum Application Form. Failing this, our Company reserves the 

right to reject any Bid, without assigning any reason thereof. 

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders, 

the Directors, the officers of the Company and the Syndicate 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 their independent investigations and ensure that 

the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations. 

Bids by Eligible Employees 

Employee reservation portion means the portion of the Issue being [●] Equity Shares avail able for allocation to 

Eligible Employees, on a proportionate basis. 

Bids by Eligible Employees under the Employee Reservation Portion shall be subject to the following: 

• Only Eligible Employees (as defined in the Red Herring Prospectus) would be eligible to apply in the 

Issue under the Employee Reservation Portion. 

• The sole/ first Bidder shall be an Eligible Employee. 

• Bid shall be made only in the prescribed Bid cum Application Form or ASBA Bid cum Application Form 

(i.e. Pink colour Form). 

• Eligible Employees should provide the details of the depository accounts including DP ID, Client ID and 

PAN as well as employee number in the relevant space in the Bid cum Application Form/ ASBA Bid cum 


• Only those Bids, which are received at or above the Issue Price, would be considered for allocation under 

the Employee Reservation Portion. 

407

• Eligible Employees who bid for Equity Shares in the Employee Reservation Portion may Bid at Cut-Off 

Price. 

• The maximum Payment Amount by any Eligible Employee cannot exceed ` 200,000. 

• The value of Allotment to any Eligible Employee shall not exceed ` 200,000. 

• The Bids must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so 

as to ensure that the Payment Amount does not exceed ` 200,000. 

• An Eligible Employee having Bid under the Employee Reservation Portion can also Bid under the Net 

Issue portion and such Bids shall not be treated as multiple Bids. 

• If the aggregate demand in this category is less than or equal to ●] [ Equity Shares at or above the Issue 

Price, full allocation shall be made to the Eligible Employees to the extent of their demand. 

• If the aggregate demand in this category is greater than [●] Equity Shares at or above the Issue Price, the 

allocation shall be made on a proportionate basis. For the method of proportionate basis of Allotment, see 

the section “Basis of Allotment” on page 432. 

• In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion shall be 

added to the Net Issue. In the event of under-subscription in the Net Issue, spill-over to the extent of 

under-subscription shall be permitted from the Employee Reservation Portion to the Net Issue. 

Bids under Power of Attorney 

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered 

societies, FIIs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of 

the Union of India, insurance funds set up by the Department of Posts, India or the National Investment Fund, 

provident funds with minimum corpus of ` 250 million and pension funds with a minimum corpus of ` 250 

million (in each case, subject to applicable law and in accordance with their respective constitutional 

documents), a certified copy of the power of attorney or the relevant resolution or authority, as the case may 

be, with a certified copy of the memorandum of association and articles of association and/or bye laws, as 

applicable, must be lodged with the Bid cum Application Form/ ASBA Bid cum Application Form. Failing 

this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without 

assigning any reason. 

In case of a Bid by way of ASBA pursuant to a power of attorney, a certified copy of the power of attorney 

must be lodged along with the ASBA Bid cum Application Form. 

In addition to the above, certain additional documents are required to be submitted by the following entities: 

(i) With respect to Bids by FVCIs, VCFs, FIIs and Mutual Funds, a certified copy of their SEBI registration 

certificate must be lodged with the Bid cum Application Form. 

(ii) With respect to Bids by insurance companies registered with the IRDA, in addition to the above, a 

certified copy of the certificate of registration issued by the IRDA must be lodged with the Bid cum 


(iii) With respect to Bids made by provident funds with minimum corpus of ` 250 million (subject to 

applicable law) and pension funds with a minimum corpus of ` 250 million, a certified copy of a 

certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be 

lodged with the Bid cum Application Form. 

Our Company in its absolute discretion, reserve the right to relax the above condition of simultaneous lodging 

of the power of attorney with the Bid cum Application Form/ ASBA Bid cum Application Form, subject to 

such terms and conditions that our Company, and the Managers deem fit, without assigning any reasons 

therefore. 

Maximum and Minimum Bid Size 

408

(a) For Retail Individual Bidders: The Bid must be for a minimum of [•] Equity Shares and in multiples of 

[•] Equity Shares thereafter, so as to ensure that the Payment Amount payable by the Bidder does not 

exceed` 200,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the 

Payment Amount after such revision does not exceed ` 200,000. In case the Payment Amount is over ` 

200,000 due to revision of the Bid or revision of the Price Band or on exercise of Bidding at Cut-off Price, 

the Bid would be considered for allocation under the Non-Institutional Portion only if the Bidding was 

done through ASBA. The Bidding at Cut-off Price is an option given only to the Retail Individual Bidders 

and Eligible Employees Bidding under the Employee Reservation Portion, indicating their agreement to 

Bid. Retail Individual Bidders are entitled to the Retail and Employee Discount of up to [●]% of the Issue 

Price, amounting to ` [●]. The Retail and Employee Discount shall be available to the Retail Bidders even 

if they make a price Bid instead of Bidding at the Cut-off Price. The Retail Individual Bidders can take the 

benefit of the Retail and Employee Discount at the time of Bidding itself. Accordingly, at the time of 

Bidding, Retail Individual Investors should adjust the Retail and Employee Discount against the Bid 

Amount and payment should be made of the Payment Amount. The Issue Price will be determined at the 

end of the Book Building Process 

(b) For Non-Institutional Bidders and QIBs: The Bid must be for a minimum of such number of Equity 

Shares such that the Payment Amount exceeds ` 200,000 and in multiples of [•] Equity Shares thereafter. 

A Bid cannot be submitted for more than the Issue size. However, the Bid by a QIB should not exceed the 

investment limits prescribed for them by applicable laws. A QIB cannot withdraw its Bid after the 

applicable Issue Closing Date and is required to pay the entire Payment Amount upon submission 

of the Bid. The identity of QIBs Bidding in the Issue under the QIB Portion shall not be made public 

during the Issue Period. 

In case of revision in Bids, the Non-Institutional Bidders, who are individuals, have to ensure that the 

revised Payment Amount is greater than ` 200,000 for being considered for allocation in the Non- 

Institutional Portion. In case the Payment Amount reduces to ` 200,000 or less due to a revision in Bids or 

revision of the Price Band, Bids by Non-Institutional Bidders who are eligible for allocation in the Retail 

Portion would be considered for allocation under the Retail Portion. Non-Institutional Bidders and QIBs 

are not allowed to Bid at Cut-Off Price. 

(c) For Eligible Employees: The Bid must be for a minimum of [•] Equity Shares and in multiples of [•] 

Equity Shares thereafter, so as to ensure that the Payment Amount by the Eligible Employees does not 

exceed ` 200,000. Bidders in the Employee Reservation Portion may bid at Cut-Off Price. Bidders may 

note that the total Payment Amount will be used to determine whether the Bid exceeds ` 200,000 or 

not. Eligible Employees Bidding at a price within the Price Band have to mention the Bid Amount based 

on the highest Bid price option. Eligible Employees Bidding at Cut-Off price have to mention the Bid 

Amount at the Cap Price. The Allotment in the Employee Reservation Portion will be on a proportionate 

basis in case of over-subscription in this category. Bidders in the Employee Reservation Portion are 

entitled to the Retail and Employee Discount of up to [●]% of the Issue Price, amounting to ` [●]. The 

Retail and Employee Discount shall be available to the Eligible Employees even if they make a price Bid 

instead of Bidding at the Cut-off Price. Eligible Employees can take the benefit of the Retail and 

Employee Discount at the time of Bidding itself. Accordingly, at the time of Bidding, Retail Individual 

Investors should adjust the Retail and Employee Discount against the Bid Amount and payment should be 

made of the Payment Amount. The Issue Price will be determined at the end of the Book Building 

Process. 

(d) For Bidders in the Anchor Investor Portion: The Bid by an Anchor Investor must be for a minimum of 

such number of Equity Shares such that the Payment Amount is equal to or more than ` 100 million. Bids 

by Anchor Investors under the Anchor Investor Portion and the Net QIB Portion shall not be considered as 

multiple Bids. Under the Anchor Investor Portion, a Bid cannot be submitted for more than 30% of the 

QIB Portion. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. 

Anchor Investor shall pay the entire Payment Amount at the time of submission of the Anchor 

Investor Bid. Provided that any difference between the price at which allocation is being done to the 

Anchor Investors and Anchor Investor Issue Price, shall be payable by the Pay-in Date. If the Issue 

Price is greater than the price at which allocation is being done to the Anchor Investors, the 

additional amount being the difference, shall be paid by the Anchor Investor. If the Issue Price is 

lower than the Anchor Investor Issue Price, the Allotment to Anchor Investors shall be at the price 

at which allocation is being done to the Anchor Investors. 

409

The maximum and minimum Bid size applicable to a QIB, Retail Individual Bidder or a Non-Institutional 

Bidder shall be applicable to an ASBA Bidder in accordance with the category that such ASBA Bidder falls 

under. 

Bidders are advised to make independent enquiries and ensure that any single Bid from them does not 

exceed the investment limits or maximum number of Equity Shares that can be held by them under 

applicable law or regulation or as specified in this DRHP. 

Information for Bidders: 

1. Our Company shall file the Red Herring Prospectus with the RoC at least three days before the Issue 

Opening Date. 

2. Subject to Section 66 of the Companies Act, our Company shall, after registering the Red Herring 

Prospectus with the RoC, make a pre-Issue advertisement, in the form prescribed under the ICDR 

Regulations, in an English and a Hindi national daily newspaper, each with wide circulation. In the pre- 

Issue advertisement, our Company and the Managers shall declare the Issue Opening Date and the Issue 

Closing Date. This advertisement, subject to the provisions of Section 66 of the Companies Act, shall be 

in the format prescribed in Part A of Schedule XIII of the ICDR Regulations. 

3. Our Company shall announce the Price Band at least two Working Days before the Issue Opening Date in an 

English and a Hindi national daily newspaper, each with wide circulation. This announcement shall contain 

relevant financial ratios computed for both upper and lower end of the Price Band. 

4. The Issue Period shall be for a minimum of three Working Days. In case the Price Band is revised, the 

Issue Period shall be extended, by an additional three Working Days, subject to the total Issue Period not 

exceeding 10 Working Days. The revised Price Band and Issue Period will be widely disseminated by 

notification to the SCSBs and Stock Exchanges, and by publishing in an English and a Hindi national 

daily newspaper, each with wide circulation and also by indicating the change on the websites of the 

Managers and at the terminals of the members of the Syndicate. 

5. The Company shall dispatch the Red Herring Prospectus and other Issue material including ASBA Bid cum 

Application Forms, to the Designated Stock Exchange, members of the Syndicate, Bankers to the Issue, 

investors’ associations and SCSBs in advance. 

6. Copies of the Bid cum Application Form will be available for all categories of Bidders, with the members 

of the Syndicate and at our Registered Office and our Corporate Office. ASBA Bid cum Application 

Forms in physical form will be available with the Designated Branches and with the members of the 

Syndicate; and electronic ASBA Bid cum Application Forms will be available on the websites of the 

SCSBs and the Stock Exchanges at least one day prior to the Issue Opening Date. 

7. Eligible Bidders who are interested in subscribing for the Equity Shares should approach any of the 

Managers or Syndicate Member or their authorised agent(s) to register their Bids. For details regarding 

mode of Bidding and manner of submission of the Bid cum Application Form, please see, “Issue 

Procedure- Bid cum Application Form and ASBA Bid cum Application Form” on page 401. 

8. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application 

Forms (other than ASBA Bid cum Application Forms) should bear the stamp of the members of the 

Syndicate, otherwise they will be rejected. 

9. Except for Bids submitted on behalf of the Central Government or the State Government or officials 

appointed by a court and Bidders resident in the state of Sikkim who may be exempt from specifying their 

PAN for transacting in the securities market, all Bidders should mention their Permanent Account Number 

(PAN) allotted under the IT Act. In case of Bids submitted on behalf of the Central Government or the 

State Government or officials appointed by a court, such Bidders shall provide sufficient documentary 

evidence in support of the fact that such Bids have been submitted on behalf of the Central Government or 

the State Government or officials appointed by a court. Residents of Sikkim shall provide sufficient 

documentary evidence in support of their address as provided in the SEBI MRD circular 

MRD/DOP/Dep/cir-29/2004 dated August 24, 2004. With effect from August 16, 2010, the beneficiary 

accounts of Bidders for whom PAN details have not been verified have been labelled “suspended for 

410

credit” by the Depositories, and no credit of Equity Shares pursuant to the Issue will be made in the 

accounts of such Bidders. 

10. Our Company, in consultation with the Managers, may decide to offer a Retail and Employee Discount 

discount of up to [●]% of the Issue Price, amounting to ` [●], to Retail Individual Bidders and Eligible 

Employees. In the event the Retail and Employee Discount is offered, Retail Individual Bidders and 

Eligible Employees should note that benefit of the Retail and Employee Discount can be availed at the 

time of Bidding itself. Accordingly, after indicating the Bid Amount in the Bid cum Application Form for 

the purposes of Bidding, payment should be made of the Payment Amount i.e. the Bid Amount net of the 

Retail and Employee Discount. 

Bidders are advised not to submit the Bid cum Application Form to Escrow Collection Banks and the 

same will be rejected in such cases and the Bidders will not be entitled to any compensation whatsoever. 


jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such 

jurisdiction, except in compliance with the applicable laws of such jurisdiction. 

Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or 

maximum number of Equity Shares that can be held by them under applicable law. 

Additional information specific to ASBA Bidders 

1. ASBA Bid cum Application Forms in physical form will be available with the Designated Branches and 

with the members of the Syndicate; and electronic ASBA Bid cum Application Forms will be available on 

the websites of the SCSBs and the Stock Exchanges at least one day prior to the Issue Opening Date. 

Further, the SCSBs will ensure that the abridged Red Herring Prospectus is made available on their 

websites. 

2. SCSBs may provide the electronic mode of Bidding either through an internet enabled Bidding and 

banking facility or such other secured, electronically enabled mechanism for Bidding and blocking funds 

in the ASBA Account. Eligible ASBA Bidders may also approach the Designated Branches to register 

their Bids through the ASBA process. 

3. The SCSBs shall accept Bids only during the Bid Period and only from the ASBA Bidders. The SCSB 

shall not accept any ASBA Bid cum Application Form after the closing time of acceptance of Bids on the 

Issue Closing Date. 

4. The ASBA Bid cum Application Form shall bear the stamp of the Designated Branch or the members of 

the Syndicate (in case of Bids through Syndicate ASBA), if not, the same shall be rejected. 

Public announcement upon filing of this Draft Red Herring Prospectus 

The Company shall either on the date of filing the Draft Red Herring Prospectus with SEBI or on the next day 

shall make a public announcement in one English national daily newspaper and one Hindi national daily 

newspaper, each with wide circulation, disclosing that the DRHP has been filed with SEBI and inviting the 

public to give their comments to SEBI in respect of disclosures made in the DRHP. 

Pre-Issue Advertisement 

Subject to Section 66 of the Companies Act, our Company shall, after registering the Red Herring Prospectus 

with the RoC, publish a pre-Issue advertisement, in one English language national daily newspaper, one Hindi 

language national daily newspaper, each with wide circulation. In the pre-Issue advertisement, we shall state 

the Issue Opening Date, the Issue Closing Date and the Issue Closing Date applicable to QIBs. 

Method and Process of Bidding 

1. The Price Band for the Issue will be decided by our Company and Pineridge, in consultation with the 

Managers, and the Bid Lot for the Issue will be decided by our Company, in consultation with the 

Managers, and advertised in an English and a Hindi national daily newspaper, each with wide circulation 

at least two Working Days prior to the Issue Opening Date, with the relevant financial ratios calculated at 

411

the Floor Price and at the Cap Price. The members of the Syndicate and the SCSBs shall accept Bids from 

the Bidders during the Issue Period. 

2. The Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. 

The Issue Period maybe extended, if required, by an additional three Working Days, subject to the total 

Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Issue Period, 

if applicable, will be published in one English language national daily newspaper, one Hindi language 

national daily newspaper, each with wide circulation and also by indicating the change on the website of 

the Managers. 

3. During the Issue Period, Bidders who are interested in subscribing for the Equity Shares should approach 

the members of the Syndicate or their authorised agents to register their Bid. The members of the 

Syndicate accepting Bids have the right to vet the Bids during the Issue Period in accordance with the 

terms of the Red Herring Prospectus. ASBA Bidders Bidding through Syndicate ASBA should submit 

their Bids to the members of the Syndicate. ASBA Bidders Bidding through the SCSBs are required to 

submit their Bids to the Designated Branches of such SCSBs. 

4. Each Bid cum Application Form and/ or the ASBA Bid cum Application Form will give the Bidder the 

choice to bid for up to three optional prices (for details refer to the paragraph entitled “Bids at Different 

Price Levels” below) within the Price Band and specify the demand (i.e., the number of Equity Shares Bid 

for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application 

Form and/ or the ASBA Bid cum Application Form will be treated as optional demands from the Bidder 

and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares 

Bid for by a Bidder at or above the Issue Price will be considered for allocation/Allotment and the rest of 

the Bid(s), irrespective of the Bid Amount, will become automatically invalid. 

5. The Bidder cannot bid on another Bid cum Application Form or ASBA Bid cum Application Form after 

Bids on one Bid cum Application Form or ASBA Bid cum Application Form have been submitted to the 

members of the Syndicate or SCSBs, as the case may be. Submission of a second Bid cum Application 

Form or ASBA Bid cum Application Form to a Manager or an SCSB will be treated as multiple Bids and 

is liable to be rejected either before entering the Bid into the electronic Bidding system, or at any point of 

time prior to the approval of the Basis of Allotment. However, the Bidder can revise the Bid through the 

Revision Form or the ASBA Revision Form, the procedure for which is detailed under the paragraph 

entitled “Build up of the Book and Revision of Bids”. Provided that Bids submitted by a QIB in the 

Anchor Investor Portion and in the Net QIB Portion will not be considered as multiple Bids. Further, 

Eligible Employees Bidding under the Employee Reservation Portion may also Bid in the Net Issue and 

such Bids will not be treated as multiple Bids. 

6. Except in relation to Bids received from the Anchor Investors, the members of the Syndicate/ the SCSBs, 

as the case may be, will enter each Bid option into the electronic Bidding system as a separate Bid and 

generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to 

the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form or 

ASBA Bid cum Application Form. 

7. The Managers shall accept Bids from the Anchor Investors during the Anchor Investor Bidding Date i.e. 

one Working Day prior to the Issue Opening Date. Bids by Anchor Investors under the Anchor Investor 

Portion and the Net QIB Portion shall not be considered as multiple Bids. 

8. Along with the Bid cum Application Form, all Bidders (other than ASBA Bidders) will make payment in 

the manner described in “- Escrow Mechanism - Terms of payment and payment into the Escrow 

Accounts” in the section titled “Issue Procedure” on page 400. 

9. With regard to Syndicate ASBA, , upon receipt of the ASBA Bid cum Application Form by a member of 

the Syndicate, the concerned member of the Syndicate shall issue an acknowledgement by giving the 

counter foil of the ASBA Bid cum Application Form to the ASBA Bidder as proof of having accepted the 

Bid. Thereafter, the member of the Syndicate shall upload the details of the Bid in the electronic Bidding 

system of the Stock Exchanges and forward the ASBA Bid cum Application Form to the concerned 

SCSB. The SCSB shall carry out further action for such ASBA Bid cum Application Forms such as 

signature verification and blocking of funds. If sufficient funds are not available in the ASBA Account, 

the SCSB shall reject such Bids. If sufficient funds are available in the ASBA Account, the SCSB shall 

block an amount equivalent to the Payment Amount mentioned in the ASBA Bid cum Application Form 

412

and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on 

request. 

10. With regard to non-Syndicate ASBA i.e. ASBA Bidders Bidding through the SCSBs, upon receipt of an 

ASBA Bid cum Application Form, submitted whether in physical or electronic mode, the respective 

Designated Branch shall verify if sufficient funds equal to the Payment Amount are available in the ASBA 

Account, as mentioned in the ASBA Bid cum Application Form, prior to uploading such Bids with the 

Stock Exchanges. If sufficient funds are not available in the ASBA Account, the respective Designated 

Branch shall reject such Bids and shall not upload such Bids with the Stock Exchanges. If sufficient funds 

are available in the ASBA Account, the SCSB shall block an amount equivalent to the Payment Amount 

mentioned in the ASBA Bid cum Application Form and will enter each Bid option into the electronic 

Bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be 

furnished to the ASBA Bidder on request. 

11. The Payment Amount shall remain blocked in the aforesaid ASBA Account until approval of the Basis of 

Allotment and consequent transfer of the Payment Amount against the Allotted Equity Shares to the 

Public Issue Account, or until withdrawal/failure of the Issue or until withdrawal/rejection of the ASBA 

Bid cum Application Form, as the case may be. Once the Basis of Allotment is approved, the Registrar to 

the Issue shall send an appropriate request to the Controlling Branch of the SCSB for unblocking the 

relevant ASBA Accounts and for transferring the amount allocable to the successful ASBA Bidders to the 

Public Issue Account. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked 

on receipt of such information from the Registrar to the Issue. 

Bids at Different Price Levels 

1. In accordance with the ICDR Regulations, our Company and Pineridge, in consultation with the Managers 

and without prior intimation to or approval from the Bidders, reserve the right to revise the Price Band 

during the Issue Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price 

and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band 

shall not exceed 20% on the either side i.e. the Floor Price can move up or down to the extent of 20% of 

the Floor Price and the Cap Price will be revised accordingly. The revised Price Band and the Issue Period 

will be widely disseminated by notification to the Stock Exchanges and the SCSBs and also by indicating 

the change on the website of the Managers. 

2. Our Company, in consultation with the Managers, will finalise the Issue Price within the Price Band, 

without the prior approval of or intimation to the Bidders. 

3. The Bidders can bid at any price within the Price Band. The Bidder has to Bid for the desired number of 

Equity Shares at a specific price. Retail Individual Bidders and Eligible Employees may bid at the Cut-off 

Price. However, Bidding at Cut-off Price is not permitted for QIBs and Non-Institutional Bidders and such 

Bids from QIB and Non-Institutional Bidders shall be rejected. The Retail Discount and Employee 

Discount will be offered to Retail Individual Bidders and Eligible Employees Bidding in the Employee 

Reservation Portion. 

4. Retail Individual Bidders and Eligible Employees Bidding under the Employee Reservation Portion who 

Bid at the Cut-off Price agree that they shall purchase the Equity Shares at any price within the Price 

Band. Retail Individual Bidders and Eligible Employees Bidding under the Employee Reservation Portion 

Bidding at Cut-off Price shall deposit the Payment Amount based on the Cap Price in the Escrow 

Account(s). In case of ASBA Bidders Bidding at the Cut-off Price, the ASBA Bidders will instruct the 

SCSBs to block an amount based on the Cap Price. In the event the Payment Amount is higher than the 

subscription amount payable by the Retail Individual Bidders and Eligible Employees Bidding under the 

Employee Reservation Portion who Bid at the Cut-off Price, the Retail Individual Bidders and Eligible 

Employees Bidding under the Employee Reservation Portion who Bid at the Cut-off Price will receive 

refunds of the excess amounts in the manner provided in the Red Herring Prospectus. 

Escrow mechanism, terms of payment and payment into the Escrow Accounts 

For details of the escrow mechanism and payment instructions, please see the sub section “Payment 

Instructions” on page 423. 

Electronic Registration of Bids 

413

1. The members of the Syndicate and SCSBs will register the Bids using the on-line facilities of the Stock 

Exchanges. There will be at least one on-line connection in each city where Bids are being accepted. The 

Managers, our Company, the Selling Shareholders and the Registrar to the Issue are not responsible for 

any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids accepted by the 

SCSBs, (ii) the Bids uploaded by the Syndicate Members and the SCSBs, (iii) the Bids accepted but not 

uploaded by the Syndicate Members and the SCSBs or (iv) with respect to ASBA Bids accepted and 

uploaded by the SCSBs without blocking funds in the ASBA Accounts. 

2. In case of apparent data entry error by either the members of the Syndicate or the collecting bank in 

entering the Bid cum Application Form number in their respective schedules other things remaining 

unchanged, the Bid cum Application Form may be considered as valid and such exceptions may be 

recorded in minutes of the meeting submitted to Stock Exchange(s). 

3. The Stock Exchanges will offer an electronic facility for registering Bids for the Issue. This facility will be 

available on the terminals of the members of the Syndicate and their authorised agents and the SCSBs 

during the Issue Period. The members of the Syndicate and the Designated Branches can also set up 

facilities for off-line electronic registration of Bids subject to the condition that they will subsequently 

upload the off-line data file into the on-line facilities for Book Building Process on a regular basis. On the 

Issue Closing Date, the Syndicate and the Designated Branches shall upload the Bids till such time as may 

be permitted by the Stock Exchanges. This information will be available with the members of the 

Syndicate on a regular basis. Bidders are cautioned that a high inflow of high volumes on the last day of 

the Issue Period may lead to some Bids received on the last day not being uploaded and such Bids will not 

be considered for allocation. 

4. Based on the aggregate demand and price for Bids registered on the electronic facilities of the Stock 

Exchanges, a graphical representation of consolidated demand and price, as available on the websites of 

the Stock Exchanges, would be made available at the Bidding centres during the Issue Period. 

5. At the time of registering each Bid, other than ASBA Bids, the members of the Syndicate shall enter the 

following details of the Bidders in the on-line system: 

• Name of the Bidder 

• Bid cum Application Form number 

• PAN (of the first Bidder, in case of more than one Bidder) 

• Investor Category and sub-category 

• DP ID 

• Client ID 

• Number of Equity Shares Bid for 

• Price per Equity Share (price option) 

• Cheque amount 

• Cheque number 

With respect to ASBA Bids, at the time of registering each Bid, the member of the Syndicate or the 

Designated Branch, as the case may be, shall enter the following information pertaining to the Bidder into 

the on-line system: 

• Name of the Bidder 

• ASBA Bid cum Application Form number 

414

• PAN (of the first Bidder, in case of more than one Bidder) 

• Investor category and sub-category 

• DP ID 

• Client ID 

• Number of Equity Shares Bid for 

• Price per Equity Share (price option) 

• Bank account number. 

6. A system generated TRS will be given to the Bidder as a proof of the registration of each of the Bidding 

options when the Bid is registered. It is the Bidder’s responsibility to obtain the TRS from the members of 

the Syndicate or the Designated Branches. The registration of the Bid by the members of the Syndicate or 

the Designated Branches does not guarantee that the Equity Shares shall be allocated/Allotted by our 

Company. 

7. Such TRS will be non-negotiable and by itself will not create any obligation of any kind. 

8. In case of QIBs, other than Anchor Investors, Bidding through the Syndicate ASBA, the Managers and 

their affiliate members of the Syndicate, may reject Bids at the time of acceptance of the ASBA Bid cum 

Application Form provided that the reasons for such rejection shall be disclosed to such Bidder in writing. 

In case of Non-Institutional Bidders, Retail Individual Bidders and Eligible Employees, our Company has 

a right to reject Bids based on technical grounds. 

9. The permission given by the Stock Exchanges to use their network and software of the online system 

should not in any way be deemed or construed to mean that the compliance with various statutory and 

other requirements by our Company, the Selling Shareholders and/or the Managers are cleared or 

approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or 

completeness of any of the compliance with the statutory and other requirements nor does it take any 

responsibility for the financial or other soundness of our Company, the Selling Shareholders, the 

management or any scheme or project of our Company; nor does it in any manner warrant, certify or 

endorse the correctness or completeness of any of the contents of this DRHP; nor does it warrant that the 

Equity Shares will be listed or will continue to be listed on the Stock Exchanges. 

10. Only Bids that are uploaded on the online system of the Stock Exchanges shall be considered for 

allocation/ Allotment. The members of the Syndicate shall capture all data relevant for the purposes of 

finalizing the Basis of Allotment while uploading Bid data in the electronic Bidding systems of the Stock 

Exchanges. In order that the data so captured is accurate the members of the Syndicate will be given up to 

one Working Day after the Issue Closing Date to modify selected fields in the Bid data so uploaded in the 

online system during the Issue Period after which the data will be sent to the Registrar for reconciliation 

with the data available with the NSDL and CDSL. 

11. Details of Bids in the Anchor Investor Portion will not be registered on the on-line facilities of electronic 

facilities of the Stock Exchanges. 

Build up of the book and revision of Bids 

1. Bids received from various Bidders through the members of the Syndicate and the SCSBs shall be 

electronically uploaded to the Stock Exchanges’ mainframe on a regular basis. 

2. The book gets built up at various price levels. This information will be available with the member of the 

Syndicate at the end of the Issue Period. 

3. During the Issue Period, any Bidder who has registered his or her Bid at a particular price level is free to 

revise his or her Bid within the Price Band using the printed Revision Form or the ASBA Revision Form, 

as the case may be. Retail Individual Bidders may revise their Bids within the Price Band at any time until 

415

finalization of the Basis of Allotment. 

4. Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the 

Revision Form or the ASBA Revision Form, as the case may be. Apart from mentioning the revised 

options in the Revision Form or the ASBA Revision Form, the Bidder must also mention the details of all 

the options in his or her Bid cum Application Form, ASBA Bid cum Application Form or earlier Revision 

Form/ASBA Revision Form. For example, if a Bidder has Bid for three options in the Bid cum 

Application Form/ ASBA Bid cum Application Form and such Bidder is changing only one of the options 

in the Revision Form/ASBA Revision Form, the Bidder must still fill the details of the other two options 

that are not being revised, in the Revision Form or the ASBA Revision Form, as the case may be. The 

members of the Syndicate and the Designated Branches will not accept incomplete or inaccurate Revision 

Form/ ASBA Revision Form. 

5. The Bidder can make this revision any number of times during the Issue Period. However, for any 

revision(s) in the Bid, the Bidders will have to use the services of the same member of the Syndicate or the 

same SCSB through whom such Bidder had placed the original Bid. Bidders are advised to retain copies 

of the blank Revision Form/ASBA Revision Form and the revised Bid must be made only in such 

Revision Form/ASBA Revision Form or copies thereof. 

6. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders and 

Eligible Employees Bidding under the Employee Reservation Portion who had Bid at Cut-off Price could 

either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised Price Band 

(such that the total amount i.e., original Payment Amount plus additional payment does not exceed ` 

200,000 if the Bidder wants to continue to Bid at Cut-off Price), with the members of the Syndicate. In 

case the total amount (i.e., original Payment Amount plus additional payment) exceeds ` 200,000, the Bid 

will be considered for allocation under the Non-Institutional Portion in terms of the Red Herring 

Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the 

Issue Price is higher than the cap of the Price Band prior to 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 have approved such revised Bid at Cut-off Price. 

7. In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders and 

Eligible Employees Bidding under the Employee Reservation Portion who have bid at Cut-off Price could 

either revise their Bid or the excess amount paid at the time of Bidding would be refunded from the 

Escrow Account or unblocked, in case of ASBA Bidders. 

8. Our Company, shall, in consultation with the Managers, decide the minimum number of Equity Shares for 

each Bid to ensure that the minimum application value is within the range of ` 5,000 to ` 7,000. 

9. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the 

incremental amount, if any, to be paid on account of the upward revision of the Bid. With respect to the 

ASBA Bids, if revision of the Bids results in an incremental amount, the SCSBs shall block the additional 

Payment Amount. In case of Bids, other than ASBA Bids, the members of the Syndicate shall collect the 

payment in the form of cheque or demand draft if any, to be paid on account of the upward revision of the 

Bid at the time of one or more revisions. In such cases, the members of the Syndicate will revise the 

earlier Bid details with the revised Bid and provide the cheque or demand draft number of the new 

payment instrument in the electronic book. The Registrar will reconcile the Bid data and consider the 

revised Bid data for preparing the Basis of Allotment. The excess amount, if any, resulting from 

downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the 

terms of the Red Herring Prospectus. 

10. When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and may request for a 

revised TRS from the members of the Syndicate or the SCSB as proof of his or her having revised the 

previous Bid. 

Price Discovery and Allocation 

1. Based on the demand generated at various price levels and the book built, the Company, in consultation 

with the Managers, shall finalise the Issue Price. 

416

2. In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion shall be 

added to the Net Issue. In the event of under-subscription in any of the categories in the Net Issue, the 

unsubscribed portion would be allowed to be met with spill over from any other category or a combination 

of categories at the discretion of our Company, in consultation with the Managers. In the event of undersubscription 

in the Net Issue, spill-over to the extent of under-subscription shall be permitted from the 

Employee Reservation Portion to the Net Issue. 

3. Only Bids that are uploaded on the online system of the Stock Exchanges shall be considered for 

allocation/ Allotment. The members of the Syndicate and the SCSBs shall capture all data relevant for the 

purposes of finalizing the Basis of Allotment while uploading Bid data in the electronic Bidding systems 

of the Stock Exchanges. In order that the data so captured is accurate the members of the Syndicate and 

the SCSBs will be given up to one Working Day after the Issue Closing Date to modify/ verify certain 

selected fields uploaded in the online system during the Issue Period after which the data will be sent to 

the Registrar for reconciliation with the data available with the NSDL and CDSL. 

4. In case no corresponding record is available with the Depositories, which matches the three parameters, 

namely, DP ID, Client ID and PAN, then such Bids are liable to be rejected. 

5. Allocation to Non-Residents, including Eligible NRIs and FIIs registered with SEBI will be subject to 

applicable law, rules, regulations, guidelines and approvals. 

6. Allocation to Anchor Investors shall be at the discretion of our Company, in consultation with the 

Managers, subject to compliance with the ICDR Regulations. 

7. QIBs shall not be allowed to withdraw their Bid after the Issue Closing Date applicable to QIBs. Further, 

the Anchor Investors shall not be allowed to withdraw their Bids after the Anchor Investor Bidding Date. 

Signing of the Underwriting Agreement and the RoC Filing 

Our Company and the Selling Shareholders intend to enter into an Underwriting Agreement on or immediately 

after the finalisation of the Issue Price. After signing the Underwriting Agreement, our Company will file the 

Prospectus with the RoC. The Prospectus would have details of the Issue Price, the Anchor Investor Issue 

Price, Issue size and underwriting arrangements and would be complete in all material respects. 

Advertisement regarding Issue Price and Prospectus 

Our Company will issue an advertisement after the filing of the Prospectus with the RoC. This advertisement, 

among other things, shall indicate the Issue Price and Anchor Investor Issue Price, in the event Anchor 

Investors participate in this Issue. Any material updates between the date of the Red Herring Prospectus and 

the date of Prospectus will be included in such an advertisement. 

Issuance of Allotment Advice 

1. Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar to the Issue shall 

send to the members of the Syndicate and the SCSBs a list of the successful Bidders who have been or are to 

be Allotted Equity Shares in the Issue. For Anchor Investors, see section titled “Notice to Anchor Investors: 

Allotment Reconciliation and Intimation” below. 

2. The Registrar to the Issue will send Allotment Advice to Bidders who have been Allotted Equity Shares in 

the Issue. 

3. The dispatch of an Allotment Advice shall be deemed a valid, binding and irrevocable contract for the 

Bidder for all the Equity Shares allotted to such Bidder. 

Notice to Anchor Investors: Allotment Reconciliation and Intimation 

A physical book will be prepared by the Registrar on the basis of the Bid cum Application Forms received 

from Anchor Investors. Based on the physical book and at the discretion of our Company, in consultation with 

the Managers, selected Anchor Investors will be sent an Anchor Investor CAN and if required, a revised 

Anchor Investor CAN. All Anchor Investors will be sent an Anchor Investor CAN post the Anchor Investor 

Bidding Date and in the event that the Issue Price is higher than the price at which allocation is being done to 

417

the Anchor Investors, the Anchor Investors will be sent a revised Anchor Investor CAN within one day of the 

Pricing Date indicating the number of Equity Shares allocated to such Anchor Investor and the Pay-in Date for 

payment of the balance amount. Anchor Investors should note that they shall be required to pay any additional 

amounts, being the difference between the Issue Price and the price at which allocation is being done to the 

Anchor Investors, as indicated in the revised Anchor Investor CAN within the Pay-in Date referred to in the 

revised Anchor Investor CAN. The revised Anchor Investor CAN will constitute a valid, binding and 

irrevocable contract (subject to the issue of Allotment Advice) for the Anchor Investor to pay the difference 

between the Issue Price and the price at which allocation is being done to the Anchor Investors and 

accordingly, the Allotment Advice will be issued to such Anchor Investors. In the event the Issue Price is 

lower than the price at which allocation is being done to the Anchor Investors, the Anchor Investors who have 

been Allotted Equity Shares will directly receive Allotment Advice. The Allotment Advice shall be deemed a 

valid, binding and irrevocable contract for the Allotment of Equity Shares to such Anchor Investors. 

The final allocation is subject to the physical application being valid in all respect along with receipt of 

stipulated documents, the Issue Price being finalised at a price not higher than the Anchor Investor Issue Price 

and Allotment by the Board of Directors or any committee thereof. 

Designated Date and Allotment 

(a) Our Company will ensure that the Allotment and credit to the successful Bidder’s depositary account will 

be completed within 12 Working Days of the Issue Closing Date. 

(b) Equity Shares will be issued and Allotment shall be made only in the dematerialised form to the Allottees. 

(c) Allottees will have the option to re-materialise the Equity Shares so Allotted as per the provisions of the 

Companies Act and the Depositories Act. 

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be 

Allotted to them. 

GENERAL INSTRUCTIONS 

Do’s: 

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable 

law; 

2. Ensure that you have Bid within the Price Band; 

3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; 

4. Ensure that the Bidder’s depository account is valid and active; 

5. Ensure that the details about the DP ID, Client ID and PAN are correct as Allotment will be in the 

dematerialised form only; 

6. Ensure that the Bids are submitted at the Bidding centres only on Bid cum Application Forms bearing the 

stamp of a member of the Syndicate; 

7. Ensure that you have funds equal to the Payment Amount in your bank account before submitting the Bid 

cum Application Form to the Syndicate. 

8. Ensure that you have Bid by way of ASBA (for QIBs and Non-Institutional Bidders); 

9. Ensure that you request for and receive a TRS for all your Bid options; 

10. Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and 

obtain a revised TRS or acknowledgment; 

11. Except for Bids (i) on behalf of the Central or State Government and officials appointed by the courts, and 

(ii) from the residents of the state of Sikkim, each of the Bidders should provide their PAN. Bid cum 

418

Application Forms in which the PAN is not provided will be rejected. In case of Bids submitted on behalf 

of the Central Government or the State Government or officials appointed by a court, such Bidders shall 

provide sufficient documentary evidence in support of the fact that such Bids have been submitted on 

behalf of the Central Government or the State Government or officials appointed by a court. Residents of 

Sikkim shall provide sufficient documentary evidence in support of their address as provided in the SEBI 

MRD circular MRD/DOP/Dep/cir-29/2004 dated August 24, 2004; 

12. Ensure that the Demographic Details are updated, true and correct in all respects; 

13. Ensure that the names given in the Bid cum Application Form is exactly the same as the names available 

in the depository database. In case the Bid cum Application Form is submitted in joint names, ensure that 

the beneficiary account is also held in same joint names and such names are in the same sequence in 

which they appear in the Bid cum Application Form; and 

14. Ensure that the DP ID, the Client ID and the PAN mentioned in the Bid cum Application Form and entered 

into the electronic Bidding system of the stock exchanges by the members of the Syndicate match with the 

DP ID, Client ID and PAN available in the Depository database. 

Don’ts: 

1. Do not Bid for lower than the minimum Bid size; 

2. Do not Bid/ revise Payment Amount to less than the Floor Price or higher than the Cap Price; 

3. Do not Bid on another Bid cum Application Form after you have submitted a Bid to the members of the 

Syndicate; 

4. Do not pay the Payment Amount in cash, by money order or by postal order or by stockinvest; 

5. Do not send Bid cum Application Forms by post; instead submit the same to the members of the Syndicate 

only; 

6. Do not Bid via any mode other than ASBA (for QIBs and Non-Institutional Bidders); 

7. Do not Bid at Cut-off Price (for QIBs and Non-Institutional Bidders); 

8. Do not Bid for a Payment Amount exceeding ` 200,000 for Bids by Retail Individual Bidders and Eligible 

Employees Bidding in the Employee Reservation Portion; 

9. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Net Issue 

size and/ or investment limit or maximum number of Equity Shares that can be held under the applicable 

laws or regulations or maximum amount permissible under the applicable regulations; 

10. Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground; 

11. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary 

account which is suspended or for which details cannot be verified by the Registrar to the Issue; 

12. Do not submit Bids without payment of the full Payment Amount; 

13. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms/ ASBA Bid 

cum Application Forms, or on Bid cum application Forms in a colour prescribed for another category of 

Bidder; 

14. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872. 

ADDITIONAL INSTRUCTIONS SPECIFIC TO ASBA BIDDERS 

Do’s: 

1. Check if you are eligible to Bid under ASBA; 

419

2. Ensure that you use the ASBA Bid cum Application Form specified for the purposes of ASBA; 

3. Before submitting the physical ASBA BCAF with the member of the Syndicate for Bidding through 

Syndicate ASBA ensure that the SCSB, whose name has been filled in the ASBA BCAF, has named a 

branch in that centre; 

4. Read all the instructions carefully and complete the ASBA Bid cum Application Form; 

5. For ASBA Bidders Bidding through Syndicate ASBA, ensure that your ASBA Bid cum Application Form 

is submitted to the members of the Syndicate at the Syndicate ASBA Centre and not to the Escrow 

Collection Banks (assuming that such bank is not a SCSB), to our Company, the Selling Shareholders or 

the Registrar to the Issue; 

6. For ASBA Bidders Bidding through the SCSBs, ensure that your ASBA Bid cum Application Form is 

submitted at a Designated Branch of the SCSB where the ASBA Account is maintained, and not to the 

Escrow Collection Banks (assuming that such bank is not a SCSB), to our Company, the Selling 

Shareholders or the Registrar to the Issue or the members of the Syndicate; 

7. Ensure that the ASBA Bid cum Application Form is signed by the ASBA Account holder in case the 

ASBA Bidder is not the account holder; 

8. Ensure that you have mentioned the correct ASBA Account number in the ASBA Bid cum Application 

Form; 

9. Ensure that you have funds equal to the Payment Amount in the ASBA Account before submitting the 

ASBA Bid cum Application Form to the respective Designated Branch; 

10. Ensure that you have correctly ticked, provided or checked the authorisation box in the ASBA Bid cum 

Application Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for 

the Designated Branch to block funds in the ASBA Account equivalent to the Payment Amount 

mentioned in the ASBA Bid cum Application Form; 

11. Ensure that you receive an acknowledgement from the Designated Branch or the concerned member of the 

Syndicate, as the case may be, for the submission of the ASBA Bid cum Application Form; 

12. Submit the ASBA Revision Form with the same Designed Branch or concerned member of the Syndicate, 

as the case may be, through whom the ASBA Bid cum Application Form was placed and obtain a revised 

acknowledgment; 

13. Ensure that the name(s) given in the ASBA Bid cum Application Form is exactly the same as the name(s) 

in which the beneficiary account is held with the Depository Participant. In case the ASBA Bid cum 

Application Form is submitted in joint names, ensure that the beneficiary account is also held in same 

joint names and such names are in the same sequence in which they appear in the ASBA Bid cum 


Don'ts: 

1. Do not Bid on another ASBA Bid cum Application Form after you have submitted a Bid to a member of 

the Syndicate or a Designated Branch, as the case may be; 

2. Payment of Payment Amount in any mode other than through blocking of Payment Amount in the ASBA 

Accounts shall not be accepted under the ASBA; 

3. Do not submit the ASBA Bid cum Application Form with a member of the Syndicate at a location other 

than the Syndicate ASBA Centres. 

4. Do not send your physical ASBA Bid cum Application Form by post. Instead submit the same with a 

Designated Branch or a members of the Syndicate, as the case may be; and 

5. Do not submit more than five ASBA Bid cum Application Forms per ASBA Account. 

420

INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM AND ASBA BID 

CUM APPLICATION FORMS 

1. Bids and revisions of Bids must be made only in the prescribed Bid cum Application Form, Revision 

Form, ASBA Bid cum Application Form or ASBA Revision Form, as applicable. 

2. In case of Retail Individual Bidders (including Eligible NRIs) and Eligible Employees Bidding in the 

Employee Reservation Portion, Bids and revisions of Bids must be for a minimum of [●] Equity Shares 

and in multiples of ●] [ thereafter subject to a maximum Payment Amount of ` 200,000. In case the 

Payment Amount is more than ` 200,000 due to revision of the Bid or revision of the Price Band or on 

exercise of the option to Bid at the Cut-Off Price, the Bid will be considered for allocation in the Non- 

Institutional Portion subject to such Bid being received by way of ASBA. The option to Bid at the Cut-Off 

Price is available only to Retail Bidders and Eligible Employees Bidding in the Employee Reservation 

Portion indicating their agreement to Bid and purchase at the Issue Price as determined at the end of the 

Book Building Process. 

3. In case of Non-Institutional Bidders and QIBs, for a minimum of such number of Equity Shares in 

multiples of [●] such that the Payment Amount exceeds ` 200,000. 

4. Bid cum Application Forms, ASBA Bid cum Application Forms, Revision Forms or ASBA Revision 

Form are to be completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the 

instructions contained in the Red Herring Prospectus and the Bid cum Application Form or the ASBA Bid 

cum Application Forms, as the case may be. Incomplete Bid cum Application Forms, ASBA Bid cum 

Application Forms or Revision Forms or ASBA Revision Forms are liable to be rejected. Bidders should 

note that the members of the Syndicate and / or the SCSBs, as appropriate, will not be liable for errors in 

data entry due to incomplete or illegible Bid cum Application Forms, ASBA Bid cum Application Forms, 

Revision Forms or ASBA Revision Forms. 

5. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the 

Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive 

Magistrate under official seal. Bids must be in single name or in joint names (not more than three, and in 

the same order as their Depository Participant details). 

6. Bidders must provide details of valid and active DP ID, Client ID and PAN clearly and without error. On 

the basis of the Bidder’s active DP ID, Client ID and PAN provided in the Bid cum Application Form or 

the ASBA Bid cum Application Form, and as entered into the electronic Bidding system of the Stock 

Exchanges by the Syndicate and the SCSBs, as the case may be, the Registrar to the Issue will obtain from 

the Depository the Demographic Details. Invalid accounts, suspended accounts or where such account is 

classified as invalid or suspended may not be considered for Allotment. 

7. Information provided by the Bidders will be uploaded in the online system by the members of the Syndicate 

and the SCSBs, as the case may be, and the electronic data will be used to make allocation/ Allotment. The 

Bidders should ensure that the details are correct and legible. 

8. Based on the category of the Bidder, the Bid must comply with the maximum and minimum Bid size, as 

described in “Maximum and Minimum Bid Size” on page 408. 

9. Bids through ASBA must be: 

a. made only in the prescribed ASBA Bid cum Application Form or ASBA Revision Forms (if 

submitted in physical mode) or the electronic mode. 

b. made in single name or in joint names (not more than three, and in the same order as their details 

appear with the Depository Participant). 

c. completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions 

contained in the Red Herring Prospectus and in the ASBA Bid cum Application Form. 

10. If the ASBA Account holder is different from the ASBA Bidder, the ASBA Bid cum Application Form 

421

should be signed by the ASBA Account holder also, in accordance with the instructions provided in the 

ASBA Bid cum Application Form. 

11. For ASBA Bidders, SCSBs may provide the electronic mode of Bidding either through an internet enabled 

Bidding and banking facility or such other secured, electronically enabled mechanism for Bidding and 

blocking funds in the ASBA Account. For details regarding mode of Bidding and manner of submission of 

the Bid cum Application Form, please see, “Issue Procedure - Bid cum Application Form and ASBA Bid 

cum Application Form” on page 401. 

Bidder’s PAN, Depository Account and Bank Account Details 

Bidders should note that on the basis of the DP ID, Client ID and PAN provided by them in the Bid cum 

Application Form or ASBA Bid cum Application Form, the Registrar to the Issue will obtain from the 

Depository the Demographic Details of the Bidders. These Demographic Details would be used for 

giving Allotment Advice to the Bidders, refunds (including through physical refund warrants, direct 

credit, ECS, NEFT and RTGS) or unblocking of ASBA Account. Hence, Bidders are advised to 

immediately update their bank account details as appearing on the records of the Depository 

Participant. Please note that failure to do so could result in delays in despatch/ credit of refunds to 

Bidders or unblocking of ASBA Account at the Bidders sole risk and neither the members of the 

Syndicate or the Registrar to the Issue or the Escrow Collection Banks or the SCSBs nor our Company 

or the Selling Shareholders shall have any responsibility and undertake any liability for the same. 

Hence, Bidders should carefully fill in their Depository Account details in the Bid cum Application 

Form or the ASBA Bid cum Application Form, as the case may be. 

IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN 

DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY 

PARTICIPANT IDENTIFICATION NUMBER, BENEFICIARY ACCOUNT NUMBER AND 

PERNMANENT ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM OR ASBA BID 

CUM APPLICATION FORM. INVESTORS MUST ENSURE THAT THE DEPOSITORY 

PARTICIPANT IDENTIFICATION NUMBER, BENEFICIARY ACCOUNT NUMBER AND 

PERNMANENT ACCOUNT NUMBER GIVEN IN THE BID CUM APPLICATION FORM OR ASBA 

BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE DP ID, Client ID AND PAN 

AVAILABLE IN THE DEPOSITORY DATABASE. IN CASE THE BID CUM APPLICATION FORM 

OR ASBA BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE 

ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES 

AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM 

APPLICATION FORM OR ASBA BID CUM APPLICATION FORM. 

Bidders may note that in case the DP ID, BAN and PAN mentioned in the Bid cum Application Form or 

the ASBA Bid cum Application Form, as the case may be and entered into the electronic Bidding system 

of the stock exchanges by the members of the Syndicate and the SCSBs, as the case may be, do not 

match with the DP ID, BAN and PAN available in the Depository database, the application Bid cum 

Application Form or the ASBA Bid cum Application Form, as the case may be is liable to be rejected 

and the Selling Shareholders, our Company and the members of the Syndicate shall not be liable for 

losses, if any. 

These Demographic Details would be used for all correspondence with the Bidders including mailing of the 

Allotment Advice and printing of bank particulars on the refund orders or for refunds through electronic 

transfer of funds, as applicable. The Demographic Details given by Bidders in the Bid cum Application Form 

or ASBA Bid cum Application Form would not be used for any other purpose by the Registrar to the Issue 

except in relation to the Issue. 

By signing the Bid cum Application Form or ASBA Bid cum Application Form, the Bidder would be deemed 

to have authorised the Depositories to provide, upon request, to the Registrar to the Issue, the required 

Demographic Details as available on its records. 

Refund orders/ Allotment Advice would be mailed at the address of the Bidder as per the Demographic Details 

received from the Depositories. Bidders may note that delivery of refund orders/ Allotment Advice may get 

delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such 

an event, the address and other details given by the Bidder (other than ASBA Bidders) in the Bid cum 

Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall 

422

e at such Bidders sole risk and neither our Company, the Selling Shareholders, Escrow Collection Banks, 

Registrar to the Issue nor the members of the Syndicate shall be liable to compensate the Bidder for any losses 

caused to the Bidder due to any such delay or liable to pay any interest for such delay. In case of refunds 

through electronic modes as detailed in this DRHP, refunds may be delayed if bank particulars obtained from 

the Depository Participant are incorrect. 

In case no corresponding record is available with the Depositories, which matches the three parameters, 

namely, DP ID, Client ID and PAN, then such Bids are liable to be rejected. 

Bids by Non Residents including Eligible NRIs, FIIs registered with SEBI 

Bids and revision to Bids must be made in the following manner: 

1. On the Bid cum Application Form, ASBA Bid cum Application Form, Revision Form or the ASBA 

Revision Form, as applicable, and completed in full in BLOCK 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 Participant 

details). 

3. Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs and multilateral and 

bilateral development financial institutions but not in the names of minors, OCBs, firms or partnerships, 

foreign nationals (excluding NRIs) or their nominees. 

Bids by Eligible NRIs for a Payment Amount of up to ` 200,000 would be considered under the Retail Portion 

for the purposes of allocation and Bids for a Payment Amount of more than ` 200,000 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 

bank charges and / or commission. In case of Bidders who remit money through Indian Rupee drafts 

purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other 

freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the 

time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited 

to their NRE accounts, details of which should be furnished in the space provided for this purpose in the 

Bid cum Application Form or the ASBA Bid cum Application Form. Our Company or the Selling 

Shareholders will not be responsible for loss, if any, incurred by the Bidder on account of conversion of 

foreign currency. 

There is no reservation for Eligible NRIs and FIIs and all applicants will be treated on the same basis 

with other categories for the purpose of allocation. 

PAYMENT INSTRUCTIONS 

Escrow Mechanism for Bidders other than ASBA Bidders 

Our Company, the Selling Shareholders and the Syndicate shall open Escrow Account(s) with one or more 

Escrow Collection Bank(s) in whose favour the Bidders (other than ASBA Bidders) shall make out the cheque 

or demand draft in respect of his or her Bid and/or revision of the Bid. Cheques or demand drafts received for 

the full Payment Amount from Bidders in a certain category would be deposited in the Escrow Account. 

The Escrow Collection Banks will act in terms of the Red Herring Prospectus and the Escrow Agreement. The 

Escrow Collection Banks, for and on behalf of the Bidders, shall maintain the monies in the Escrow Account 

until the Designated Date. The Escrow Collection Banks shall not exercise any lien whatsoever over the 

monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, 

the Escrow Collection Banks shall transfer the funds represented by Allotment of Equity Shares (including the 

amount due to the Selling Shareholders but other than in respect of Allotment to successful ASBA Bidders) 

from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account. The 

balance amount after transfer to the Public Issue Account shall be transferred to the Refund Account. 

Payments of refund to the relevant Bidders shall also be made from the Refund Account as per the terms of the 

Escrow Agreement and the Red Herring Prospectus. 

423

The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established 

as an arrangement between our Company, the Selling Shareholders, the members of the Syndicate, the 

Escrow Collection Banks and the Registrar to the Issue to facilitate collections from the Bidders. 

Payment mechanism for ASBA Bidders 

The ASBA Bidders shall specify the ASBA Account number in the ASBA Bid cum Application Form and the 

relevant SCSB shall block an amount equivalent to the application money in the ASBA Account specified in 

the ASBA Bid cum Application Form. In the event of withdrawal or rejection of the ASBA Bid cum 

Application Form or for unsuccessful ASBA Bid cum Application Forms, the Registrar to the Issue shall give 

instructions to the SCSB to unblock the application money in the relevant bank account within 12 Working 

Days of the Issue Closing Date. The Payment Amount shall remain blocked in the ASBA Account until 

transfer of the Payment Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until 

rejection of the ASBA Bid, as the case may be. 

Payment into Escrow Account for Bidders other than ASBA Bidders 

Please note that payment into Escrow Account is applicable only to Retail Individual Bidders and 

Eligible Employees Bidding through Bid cum Application Form 

Each Bidder shall draw a cheque or demand draft mechanism for the entire Payment Amount as per the 

following terms: 

1. All Bidders would be required to pay the full Payment Amount at the time of the submission of the Bid 

cum Application Form. 

2. The Bidders shall, with the submission of the Bid cum Application Form, draw a payment instrument for 

the Payment Amount in favour of the Escrow Account and submit the same to the members of the 

Syndicate. If the payment is not made favouring the Escrow Account along with the Bid cum 

Application Form, the Bid will be rejected. Bid cum Application Forms accompanied by cash, 

stockinvest, money order or postal order will not be accepted. 

3. The payment instruments for payment into the Escrow Account should be drawn in favour of: 

• In case of resident Retail Individual Bidders: “Escrow Account– [●] – R” 

• In case of Non-Resident Retail Individual Bidders: “Escrow Account– [●] –NR” 

• In case of Eligible Employees: “Escrow Account–[●] –Eligible Employees”. 

4. In case of Bids by Eligible NRIs applying on repatriation basis, only Bids accompanied by payment in 

Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRIs 

who intend to make payment through freely convertible foreign exchange and are Bidding on a 

repatriation basis may make the payments must be made through Indian Rupee drafts purchased abroad 

or cheques or bank drafts, for the amount payable on application remitted through normal banking 

channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non- 

Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, 

along with documentary evidence in support of the remittance. Payment will not be accepted out of Non- 

Resident Ordinary (NRO) Account of Non-Resident Bidder Bidding on a repatriation basis. Payment by 

drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to 

NRE Account or FCNR Account. 

5. In case of Bids by Eligible NRIs applying on non-repatriation basis, the payments must be made through 

Indian Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application 

remitted through normal banking channels or out of funds held in Non-Resident External (NRE) 

Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to 

deal in foreign exchange in India, 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 be accompanied by a bank certificate confirming that the draft has been 

issued by debiting an NRE or FCNR or NRO Account. 

424

6. The monies deposited in the Escrow Account will be held for the benefit of the Bidders (other than 

ASBA Bidders) till the Designated Date. 

7. On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Accounts 

as per the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue 

and the refund amount shall be transferred to the Refund Account. 

8. No later than 12 Working Days from the Issue Closing Date, the Registrar to the Issue shall despatch all 

refund amounts payable to unsuccessful Bidders (other than ASBA Bidders) and also the excess amount 

paid on Bidding, if any, after adjusting for Allotment to such Bidders. 

9. Payments should be made by cheque, or demand draft drawn on any bank (including a co-operative 

bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at 

the centre where the Bid cum Application Form is submitted. Outstation cheques/bank drafts drawn on 

banks not participating in the clearing process will not be accepted and applications accompanied by 

such cheques or bank drafts will be rejected. Cash/ stockinvest/money orders/postal orders will not be 

accepted. Please note that cheques without the nine digit Magnetic Ink Character Recognition (“MICR”) 

code are liable to be rejected. 

10. Bidders are advised to provide the number of the Bid cum Application Form on the reverse of the cheque 

or bank draft to avoid misuse of instruments submitted with the Bid cum Application Form. 

Payment by cash/ stockinvest/ money order 

Payment through cash/ stockinvest/ money order shall not be accepted in this Issue. 

Submission of Bid cum Application Form and ASBA Bid cum Application Forms 

All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee 

cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. 

With regard to submission of ASBA Bid cum Application Forms, please see, “Issue Procedure - Bid cum 

Application Form and ASBA Bid cum Application Form” on page 401. 

No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or 

Revision Form. However, the collection centre of the members of the Syndicate will acknowledge the receipt 

of the Bid cum 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 the Bidder. In case of ASBA Bids, an acknowledgement from the Designated Branch 

or concerned member of the Syndicate, as the case may be, for submission of the ASBA Bid cum Application 

Form may be provided. 

OTHER INSTRUCTIONS 

Joint Bids in the case of Individuals 

Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be 

made out in favour of the Bidder whose name appears first in the Bid cum Application Form/ ASBA Bid cum 

Application Form or Revision Form or ASBA Revision Form. All communications will be addressed to the 

first Bidder and will be dispatched to his or her address as per the Demographic Details received from the 

Depository. 

Multiple Bids 

A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. 

In this regard, all Bids will be checked for common PAN as per Depository records and all such bids will be 

treated as multiple Bids and are liable to be rejected. 

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund and such 

Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that 

425

the Bids clearly indicate the scheme concerned for which the Bid has been made. Bids by QIBs under the 

Anchor Investor Portion and the Net QIB Portion will not be considered as multiple Bids. 

For Bids from Mutual Funds and FII sub-accounts, which are submitted under the same PAN, as well as Bids 

on behalf of the Central or State government, an official liquidator or receiver appointed by a court and 

residents of Sikkim, for whom the submission of PAN is not mandatory, the Bids are scrutinised for DP ID and 

Client ID. In case such Bids bear the same DP ID and Client ID, these will be treated as multiple Bids and will 

be rejected. 

Bids made by Eligible Employees both under the Employee Reservation Portion as well as in the Net Issue 

shall not be treated as multiple Bids. 

After submitting an ASBA Bid cum Application Form either in physical or electronic mode, where such 

ASBA Bid is uploaded with the Stock Exchanges, an ASBA Bidder cannot Bid, either in physical or electronic 

mode, on another ASBA Bid cum Application Form or a non-ASBA Bid cum Application Form. Submission 

of a second Bid cum Application Form to either the same or to another Designated Branch of the SCSB or to 

any member of the Syndicate, will be treated as multiple Bids and will be liable to be rejected either before 

entering the Bid into the electronic Bidding system, or at any point of time prior to the allocation or Allotment 

of Equity Shares in the Issue. Duplicate copies of ASBA Bid cum Application Forms available on the website 

of the Stock Exchanges bearing the same application number will be treated as multiple Bids and are liable to 

be rejected. More than one ASBA Bidder may Bid for Equity Shares using the same ASBA Account, provided 

that the SCSBs will not accept a total of more than five ASBA Bid cum Application Forms from such ASBA 

Bidders with respect to any single ASBA Account. However, an ASBA Bidder may revise the Bid through the 

ASBA Revision Form. 

Our Company, in consultation with the Managers, reserve the right to reject, in their absolute discretion, all or 

all except one multiple Bids in any or all categories. 

Permanent Account Number or PAN 

Except for Bids by or on behalf of the Central or State Government and the officials appointed by the courts 

and by investors residing in the State of Sikkim, the Bidders, or in the case of a Bid in joint names, each of the 

Bidders, should mention his/ her PAN allotted under the I.T. Act. In accordance with the ICDR Regulations, 

the PAN would be the sole identification number for participants transacting in the securities market, 

irrespective of the amount of transaction. Any Bid cum Application Form or ASBA Bid cum Application 

Form without the PAN is liable to be rejected. It is to be specifically noted that Bidders should not 

submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground. 

However, the exemption for the Central or State Government and the officials appointed by the courts and for 

investors residing in the State of Sikkim is subject to the Depository Participants’ verifying the veracity of 

such claims of the investors by collecting sufficient documentary evidence in support of their claims. At the 

time of ascertaining the validity of these Bids, the Registrar will check under the Depository records for the 

appropriate description under the PAN field i.e. either Sikkim category or exempt category. 

With effect from August 16, 2010, the beneficiary accounts of Bidders for whom PAN details have not been 

verified have been labelled “suspended for credit” by the Depositories and no credit of Equity Shares pursuant 

to the Issue will be made in the accounts of such Bidders. 

Withdrawal of ASBA Bids 

QIBs cannot withdraw their ASBA Bids after the applicable Issue Closing Date. 

ASBA Bidders can withdraw their Bids during the Issue Period by submitting a request for the same to the 

concerned SCSB or the concerned member of the Syndicate, as applicable, who shall do the requisite, 

including deletion of details of the withdrawn ASBA Bid cum Application Form from the electronic Bidding 

system of the Stock Exchanges. Further the SCSBs shall unblock the funds in the ASBA Account either 

directly or at the instruction of the member of the Syndicate which had forwarded to it the ASBA Bid Cum 


In case an ASBA Bidder (other than a QIB) wishes to withdraw the Bid after the Issue Closing Date, the same 

can be done by submitting a withdrawal request to the Registrar to the Issue prior to the finalization of 

426

Allotment. The Registrar to the Issue shall delete the withdrawn Bid from the Bid file and give instruction to 

the SCSB for unblocking the ASBA Account after approval of the ‘Basis of Allotment’. 

REJECTION OF BIDS 

Our Company has a right to reject Bids based on technical grounds. In case of QIBs, other than Anchor 

Investors, Bidding through Syndicate ASBA, the Managers and their affiliate members of the Syndicate, may 

reject Bids at the time of acceptance of the Bid cum Application Form provided that the reasons for such 

rejection shall be disclosed to such Bidder in writing. In case of Non-Institutional Bidders, Retail Individual 

Bidders and Eligible Employees, our Company has a right to reject Bids based on technical grounds only. 

Consequent refunds shall be made through any of the modes described in the Red Herring Prospectus and will 

be sent to the Bidder’s address, where applicable, at the sole/first Bidder’s risk. In relation to all ASBA 

Bidders, SCSBs shall have no right to reject Bids, except on technical grounds or in the event that if at the time 

of blocking the Payment Amount in the ASBA Account, the SCSB ascertains that sufficient funds are not 

available in the Bidder’s ASBA Account. Further, in case any DP ID, Client ID or PAN mentioned in the Bid 

cum Application Form or ASBA Bid cum Application Form and as entered into the electronic Bidding system 

of the Stock Exchanges by the members of the Syndicate and the SCSBs, as the case may be, does not match 

with one available in the depository’s database, such ASBA Bid shall be rejected by the Registrar to the Issue. 

Subsequent to the acceptance of a Bid by way of ASBA by the SCSB, our Company would have a right to 

reject such Bids by way of ASBA only on technical grounds. 

Grounds for Technical Rejections 

Bidders are advised to note that Bids are liable to be rejected on technical grounds including: 

• Bid submitted without payment of the entire Payment Amount or if the amount paid does not tally with the 

Payment Amount; 

• Bids submitted by Retail Individual Bidders through the non-ASBA process, wherein the Payment Amount 

exceeds ` 200,000 upon revision of Bids; 

• Bids submitted by Retail Individual Bidders and Eligible Employees which does not contain details of the 

Bid Amount and the Payment Amount in the Bid cum Application Form; 

• Application submitted on a plan paper; 

• Bids by HUFs not mentioned correctly as given in ‘Who can Bid’ 

• In case of partnership firms, Equity Shares may be registered in the names of the individual partners and 

no firm as such shall be entitled to apply. However a limited liability partnership firm can apply in its own 

name; 

• Bids by minors identified based on the Demographic Details provided by the Depositories; 

• PAN not mentioned in the Bid cum Application Form or ASBA Bid cum Application Form, except for 

bids by or on behalf of the Central or State Government and the officials appointed by the courts and by 

investors residing in the State of Sikkim provided such claims have been verified by the Depository 

Participants, DP ID and Client ID not mentioned in the Bid cum Application Form or ASBA Bid cum 

Application Form; 

• GIR number furnished instead of PAN; 

• Bids by OCBs; 

• Bids for lower number of Equity Shares than specified for that category of investors; 

• Bids at a price less than the Floor Price; 

• Bids at a price more than the Cap Price; 

427

• Bids at Cut-off Price by Non-Institutional Bidders and QIBs; 

• Bids with Payment Amount for a value of more than ` 200,000 by Bidders falling under the category of 

Retail Individual Bidders and Eligible Employees; 

• Bids by QIBs and Non-Institutional Bidders not submitted through ASBA; 

• Bids by persons who are not Eligible Employees and have submitted their Bids under the Employee 

Reservation Portion; 

• Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, 

regulations, guidelines and approvals; 

• Bids for number of Equity Shares which are not in multiples of [•]; 

• Multiple bids as referred to in this Draft Red Herring Prospectus; 

• Bids accompanied by stockinvest/money order/postal order/cash; 

• Bid cum Application Forms and ASBA Bid cum Application Forms not delivered by the Bidders within 

the time prescribed as per the Bid cum Application Forms and ASBA Bid cum Application Forms, Issue 

Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the Red 

Herring Prospectus and the Bid cum Application Forms and ASBA Bid cum Application Forms; 

• In case no corresponding record is available with the Depositories that matches three parameters namely, 

DP ID, Client ID and PAN; 

• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations and 

applicable law; 

• Bids where clear funds are not available in Escrow Accounts as per final certificates from Escrow 

Collection Banks; 

• With respect to ASBA Bids, the ASBA Account not having credit balance to meet the application money 

or no confirmation is received from the SCSB for blocking of funds; 

• Bids by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by SEBI or any 

other regulatory authority; 

• Bids by any person outside India if not in compliance with applicable foreign and Indian Laws; 

• Bids by persons in the United States excluding "qualified institutional buyers" as defined in Rule 144A of 

the U.S. Securities Act; 

• Bids not uploaded on the terminals of the Stock Exchanges; and 

• Bids by QIBs uploaded after 4.00 p.m. on the Issue Closing Date applicable to QIBs, Bids by Non- 

Institutional Bidders and Eligible Employees Bidding under the Employee Reservation Portion uploaded 

after 4.00 p.m. on the Issue Closing Date, and Bids by Retail Individual Bidders uploaded after 5.00 p.m. 

on the Issue Closing Date. 

IN CASE THE DP ID, CLIENT ID AND PAN MENTIONED IN THE BID CUM APPLICATION 

FORM OR ASBA BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC 

BIDDING SYSTEM OF THE STOCK EXCHANGES BY THE SYNDICATE/THE SCSBs DO NOT 

MATCH WITH THE DP ID, CLIENT ID AND PAN AVAILABLE IN THE RECORDS WITH THE 

DEPOSITARIES THE APPLICATION IS LIABLE TO BE REJECTED AND THE SELLING 

SHAREHOLDERS, OUR COMPANY AND THE MEMBERS OF THE SYNDICATE SHALL NOT BE 

LIABLE FOR LOSSES, IF ANY. 

428

FURTHER, BIDS BY PERSONS PROHBITED FROM BUYING, SELLING OR DEALING IN THE 

EQUITY SHARES DIRECTLY OR INDIRECTLY BY SEBI OR ANY OTHER REGULATORY 

AUTHORITY WILL BE REJECTED. 

EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL OR CDSL 

The Allotment shall be only in a de-materialised form, (i.e., not in the form of physical certificates but be 

fungible and be represented by the statement issued through the electronic mode). 

In this context, two agreements have been signed among our Company, the respective Depositories and Indus 

Portfolio Private Limited, our Company’s share transfer agent: 

• Agreement dated August 10, 2006 among NSDL, our Company and Indus Portfolio Private Limited. 

• Agreement dated May 23, 2011 among CDSL, our Company and Indus Portfolio Private Limited. 

All Bidders can seek Allotment only in dematerialised mode. Bids from any Bidder without relevant details of 

his or her depository account are liable to be rejected. 

(a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the 

Depository Participants of either NSDL or CDSL prior to making the Bid. 

(b) The Bidder must necessarily fill in the details (including the DP ID, Client ID and PAN) appearing in the 

Bid cum Application Form, ASBA Bid cum Application Form, Revision Form or ASBA Revision Form. 

(c) Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary account 

(with the Depository Participant) of the Bidder. 

(d) Names in the Bid cum Application Form, Revision Form, ASBA Bid cum Application Form or ASBA 

Revision Form should be identical to those appearing in the account details in the Depository. In case of 

joint holders, the names should necessarily be in the same sequence as they appear in the account details 

in the Depository. 

(e) If incomplete or incorrect details are given under the heading ‘Bidders Depository Account Details’ in the 

Bid cum Application Form, ASBA Bid cum Application Form, Revision Form and the ASBA Revision 

Form, it is liable to be rejected. 

(f) The Bidder is responsible for the correctness of his or her Demographic Details given in the Bid cum 

Application Form or ASBA Bid cum Application Form vis-à-vis those with his or her Depository 

Participant. 

(g) Equity Shares in electronic form can be traded only on the Stock Exchanges having electronic 

connectivity with NSDL and CDSL. All the Stock Exchanges where the Equity Shares are proposed to be 

listed have electronic connectivity with CDSL and NSDL. 

(h) The trading of the Equity Shares would be in dematerialised form only for all investors in the demat 

segment of the respective Stock Exchanges. 

(i) Non transferable advice or refund orders will be directly sent to the Bidders by the Registrar. 

Communications 

All future communications in connection with Bids made in this Issue should be addressed to the Registrar to 

the Issue quoting the full name of the sole or first Bidder, Bid cum Application Form or ASBA Bid cum 

Application Form number, Bidders’ DP ID, Client ID, PAN, number of Equity Shares applied for, date of Bid 

cum Application Form or ASBA Bid cum Application Form, name and address of the member of the 

Syndicate or the Designated Branch where the Bid was submitted and cheque or draft number and issuing bank 

thereof or with respect to ASBA Bids, ASBA Account number in which the amount equivalent to the Payment 

Amount was blocked. 

429

Bidders can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or 

post-Issue related problems such as non-receipt of Allotment Advice, credit of Allotted Equity Shares in 

the respective beneficiary accounts, refund orders etc. In case of ASBA Bids submitted to the Designated 

Branches of the SCSBs, the Bidders can contact the relevant Designated Branch. 

PAYMENT OF REFUND 

Within 12 Working Days of the Issue Closing Date, the Registrar to the Issue will dispatch the refund orders 

for all amounts payable to unsuccessful Bidders (other than ASBA Bidders) and also any excess amount paid 

on Bidding, after adjusting for allocation/ Allotment to Bidders 

In the case of Bidders other than ASBA Bidders, the Registrar to the Issue will obtain from the Depositories 

the Bidders’ bank account details, including the MICR code, on the basis of the DP ID, Client ID and PAN 

provided by the Bidders in their Bid cum Application Forms. Accordingly, Bidders are advised to immediately 

update their details as appearing on the records of their Depository Participants. Failure to do so may result in 

delays in dispatch of refund orders or refunds through electronic transfer of funds, as applicable, and any such 

delay will be at the Bidders’ sole risk and neither our Company, the Selling Shareholders, the Registrar to the 

Issue, the Escrow Collection Banks, or the members of the Syndicate, will be liable to compensate the Bidders 

for any losses caused to them due to any such delay, or liable to pay any interest for such delay. 

Mode of making refunds for Bidders other than ASBA Bidders 

The payment of refund, if any, for Bidders other than ASBA Bidders would be done through any of the 

following modes: 

1. NECS – Payment of refund would be done through NECS for applicants having an account at any of the 

centres where such facility has been made available. This mode of payment of refunds would be subject to 

availability of complete bank account details including the MICR code from the Depositories. 

2. Direct Credit – Applicants having bank accounts with the Refund Bank (s), as per Demographic Details 

received from the Depositories, shall be eligible to receive refunds through direct credit. Charges, if any, 

levied by the Refund Bank(s) for the same would be borne by our Company. 

3. RTGS – Applicants having a bank account at any of the centres where such facility has been made 

available and whose refund amount exceeds ` 0.10 million, have the option to receive refund through 

RTGS provided the Demographic Details downloaded from the Depositories contain the nine digit MICR 

code of the Bidder‘s bank which can be mapped with the RBI data to obtain the corresponding Indian 

Financial System Code (“IFSC Code”). Charges, if any, levied by the applicant’s bank receiving the 

credit would be borne by the applicant. 

4. NEFT – Payment of refund shall be undertaken through NEFT wherever the applicants’ bank has been 

assigned the IFSC Code, which can be linked to an MICR, if any, available to that particular bank branch. 

IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment 

of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit 

MICR number and their bank account number while opening and operating the demat account, the same 

will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be 

made to the applicants through this method. 

5. For all other applicants, including those who have not updated their bank particulars with the MICR code, 

the refund orders will be despatched through speed post/ registered post. Such refunds will be made by 

cheques, pay orders or demand 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 by the Bidders. 

Mode of making refunds for ASBA Bidders 

In case of ASBA Bidders, the Registrar shall instruct the relevant SCSB to unblock the funds in the relevant 

ASBA Account to the extent of the Payment Amount specified in the ASBA Bid cum Application Forms for 

withdrawn, rejected or unsuccessful or partially successful ASBA Bids within 12 Working Days of the Issue 

Closing Date. 

430

DISPOSAL OF APPLICATIONS AND APPLICATION MONEYS AND INTEREST IN CASE OF 

DELAY 

With respect to Bidders other than ASBA Bidders, our Company shall ensure dispatch of Allotment Advice, 

refund orders (except for Bidders who receive refunds through electronic transfer of funds) and give benefit to 

the beneficiary account with Depository Participants within 12 Working Days of the Issue Closing Date. 

In case of applicants who receive refunds through ECS, direct credit or RTGS or NEFT, the refund instructions 

will be given to the clearing system within 12 Working Days from the Issue Closing Date. A suitable 

communication shall be sent to the bidders receiving refunds through this mode within 12 Working Days of 

Issue Closing Date, giving details of the bank where refunds shall be credited along with amount and expected 

date of electronic credit of refund. 

Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for 

commencement of trading at all the Stock Exchanges where the Equity Shares are listed are taken within 12 

Working Days from the Issue Closing Date. Each of the Individual Selling Shareholders and Pineridge 

undertakes to provide such reasonable support and extend reasonable co-operation as may be requested by the 

Company to the extent such support and cooperation is required from such Party to facilitate the process of 

listing and commencement of trading of the Equity Shares on the Stock Exchanges. 

In accordance with the Companies Act, the requirements of the Stock Exchanges and the ICDR Regulations, 

our Company further undertakes that: 

• Allotment shall be made only in dematerialised form within 12 Working Days of the Issue Closing Date; 

and 

• With respect to Bidders other than ASBA Bidders, dispatch of refund orders or in a case where the refund 

or portion thereof is made in electronic manner, the refund instructions are given to the clearing system 

within 12 Working Days of the Issue Closing Date would be ensured. With respect to the ASBA Bidders, 

instructions for unblocking of the ASBA Bidder’s ASBA Account shall be made within 12 Working Days 

from the Issue Closing Date. 

Adequate funds will be provided to the Registrar to the Issue to enable it to send refund orders or Allotment 

advice by registered post/speed post. With regard to refunds, bank charges, if any, for encashing such cheques, 

pay orders or demand drafts at other centres will be payable by the Bidders. 

Our Company confirms and undertakes that it shall pay interest at 15% per annum, if Allotment is not made 

and refund orders are not dispatched or if, in a case where the refund or portion thereof is made in electronic 

manner, the refund instructions have not been given to the clearing system in the disclosed manner and/or 

demat credits are not made to investors within 12 Working Days from the Issue Closing Date. Each of the 

Individual Selling Shareholders and Pineridge confirms and undertakes that they shall reimburse our Company 

for any interest payments made by our Company on behalf of the Selling Shareholders, in the proportion of the 

Equity Shares offered by the Individual Selling Shareholders and Pineridge and the Equity Shares issued by 

our Company, as the case may be. 

IMPERSONATION 

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the 

Companies Act, which is reproduced below: 

“Any person who: 

(a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares 

therein, or 

(b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other 

person in a fictitious name, 

shall be punishable with imprisonment for a term which may extend to five years.” 

431

BASIS OF ALLOTMENT 

A. For Retail Individual Bidders 

• Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together 

to determine the total demand under this category. The Allotment to all the successful Retail 

Individual Bidders will be made at the Issue Price less the Retail and Employee Discount. 

• The Issue size less Allotment to Non-Institutional Bidders and QIBs shall be available for Allotment 

to Retail Individual Bidders who have Bid at a price that is equal to or greater than the Issue Price. 

• If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the 

Issue Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid 

Bids. 

• If the aggregate demand in this category is greater than [●] Equity Shares at or above the Issu e Price, 

the Allotment shall be made on a proportionate basis up to a minimum of [•] Equity Shares. For the 

method of proportionate Basis of Allotment, refer below. 

B. For Non-Institutional Bidders 

• Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to 

determine the total demand under this category. The Allotment to all successful Non-Institutional 

Bidders will be made at the Issue Price. 

• The Issue size less Allotment to QIBs and Retail Individual Bidders 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. 

• If the aggregate demand in this category is less than or equal ●] to [ Equity Shares at or above the 

Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand. 

• In case the aggregate demand in this category is greater than ●] [ Equity Shares at or above the Issue 

Price, Allotment shall be made on a proportionate basis up to a minimum of [•] Equity Shares. For 

the method of proportionate Basis of Allotment refer below. 

C. For QIBs in the Net QIB Portion 

• Bids received from the QIBs Bidding in the QIB Portion at or above the Issue Price shall be grouped 

together to determine the total demand under this portion. The Allotment to all the QIBs will be made 

at the Issue Price. 

• The QIB Portion shall be available for Allotment to QIBs who have Bid at a price that is equal to or 

greater than the Issue Price. 

• Allotment shall be undertaken in the following manner: 

(a) In the first instance allocation to Mutual Funds for up to 5% of the Net QIB Portion shall be 

determined as follows: 

(i) In the event that Bids by Mutual Fund exceeds 5% of the Net QIB Portion, allocation to 

Mutual Funds shall be done on a proportionate basis for up to 5% of the Net QIB Portion. 

(ii) In the event that the aggregate demand from Mutual Funds is less than 5% of the Net QIB 

Portion then all Mutual Funds shall get full Allotment to the extent of valid Bids received 

above the Issue Price; 

(iii) Equity Shares remaining unsubscribed, if any and not allocated to Mutual Funds shall be 

available for Allotment to all QIBs as set out in (b) below; 

432

(b) In the second instance Allotment to all QIBs shall be determined as follows: 

(i) In the event of oversubscription in the Net QIB Portion, all QIBs who have submitted Bids 

above the Issue Price shall be allotted Equity Shares on a proportionate basis for up to 95% 

of the Net QIB Portion; 

(ii) Mutual Funds, who have received allocation as per (a) above, for less than the number of 

Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis 

along with other QIBs; 

(iii) Under-subscription below 5% of the Net QIB Portion, if any, from Mutual Funds, would be 

included for allocation to the remaining QIBs on a proportionate basis. 

• The aggregate Allotment to QIBs Bidding in the Net QIB Portion may be up to [●] Equity Shares. 

D. For Employee Reservation Portion 

• The Bid must be for a minimum of [•] Equity Shares and in multiples of [•] Equity Shares thereafter 

so as to ensure that the Payment Amount payable by the Eligible Employees does not exceed ` 

200,000. The allotment in the Employee Reservation Portion will be on a proportionate basis. Bidders 

under the Employee Reservation Portion may bid at Cut-Off Price. 

• The value of Allotment to any Eligible Employee under the Employee Reservation Portion shall not 

exceed ` 200,000. 

• Bids received from the Eligible Employees at or above the Issue Price shall be grouped together to 

determine the total demand under this category. The Allotment to all the successful Eligible 

Employees will be made at the Issue Price less the Retail and Employee Discount. 

• If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the Issue 

Price, full allocation shall be made to the Eligible Employees to the extent of their demand. The 

maximum bid under Employees Reservation Portion by an Eligible Employee cannot exceed ` 

200,000. 

• If the aggregate demand in this category is greater than [•] Equity Shares at or above the Issue Price, 

the allocation shall be made on a proportionate basis up to a minimum of [•] Equity Shares. For the 

method of proportionate Basis of Allotment, refer below. 

• Only Eligible Employees are eligible to apply under the Employee Reservation Portion. 

E. For Anchor Investors 

• Allocation of Equity Shares to Anchor Investors, if any, at the Anchor Investor Allocation Price will 

be at the discretion of our Company, in consultation with the Managers, subject to compliance with 

the following requirements: 

(a). not more than 30% of the QIB Portion will be allocated to Anchor Investors; 

(b). one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to 

valid Bids being received from domestic Mutual Funds at or above the price at which allocation 

is being done to other Anchor Investors; 

(c). allocation to Anchor Investors shall be on a discretionary basis and subject to a minimum number 

of two Anchor Investors for allocation up to ` 2,500 million and minimum number of five 

Anchor Investors for allocation more than ` 2,500 million. 

• The number of Equity Shares Allotted to Anchor Investors, if any, and the Anchor Investor 

Allocation Price shall be made available in the public domain by the Managers before the Issue 

Opening Date by intimating the same to the Stock Exchanges. 

433

Method of Proportionate Basis of Allotment 

In the event of the Issue being over-subscribed, our Company shall finalise the Basis of Allotment in 

consultation with the Designated Stock Exchange. The executive director (or any other senior official 

nominated by them) of the Designated Stock Exchange along with the Managers and the Registrar to the Issue 

shall be responsible for ensuring that the Basis of Allotment is finalised in a fair and proper manner in 

accordance with the ICDR Regulations. 

The allocation shall be made in marketable lots, on a proportionate basis as explained below: 

a) Bidders will be categorised according to the number of Equity Shares applied for. 

b) The total number of Equity Shares to be allotted to each category as a whole shall be arrived at on a 

proportionate basis, which is the total number of Equity Shares applied for in that category (number of 

Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse 

of the over-subscription ratio. 

c) The number of Equity Shares to be allotted to the successful Bidders will be arrived at on a proportionate 

basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by the 

inverse of the over-subscription ratio. 

d) In all Bids where the proportionate Allotment is less than [•] Equity Shares per Bidder, the Allotment 

shall be made as follows: 

• The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a 

manner such that the total number of Equity Shares allotted in that category is equal to the number of 

Equity Shares calculated in accordance with (b) above; and 

• Each successful Bidder shall be allotted a minimum of [•] Equity Shares. 

e) 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 decimal would be rounded off to the higher whole number if that 

decimal is 0.5 or higher. If that number is lower than 0.5 it would be rounded off to the lower whole 

number. Allotment to all in such categories would be arrived at after such rounding off. 

f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares 

allotted to the Bidders in that category, the remaining Equity Shares available for Allotment shall be first 

adjusted against any other category, where the Allotted Equity Shares are not sufficient for proportionate 

Allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after 

such adjustment will be added to the category comprising Bidders applying for minimum number of 

Equity Shares. 

g) Subject to valid Bids being received, allocation of Equity Shares to Anchor Investors shall be at the sole 

discretion of our Company, in consultation with the Managers. 

Illustration of Allotment to QIBs and Mutual Funds (“MF”) 

A. Issue Details 

Particulars 

Issue size 

Employee Reservation Portion 

Net Issue size 

Allocation to QIB (up to 50% of the Issue) 

Of which: 

Issue details 

202 million equity shares 




a. Reservation For Mutual Funds, (5%) 5 million equity shares 

434

. Balance for all QIBs including Mutual Funds 95 million equity shares 

Number of QIB applicants 10 

Number of Equity Shares applied for 


B. Details of QIB Bids 

S. 

No. 

Type of QIBs* 

1. A1 50 

2. A2 20 

3. A3 130 

4. A4 50 

5. A5 50 

6. MF1 40 

7. MF2 40 

8. MF3 80 

9. MF4 20 

10. MF5 20 

11. Total 500 

No. of shares bid for 

(in million) 

* A1-A5: (QIBs other than Mutual Funds), MF1-MF5 (QIBs which are Mutual Funds) Details of 

Allotment to QIBs Applicants 

C. Details of Allotment to QIBs / Applicants 

Type of QIB 

Shares bid for 

Allocation of 5% 

Equity Shares 

Allocation of 

95% Equity 

Shares 

(I) (II) (III) (IV) (V) 

(Number of equity shares in million) 

A1 50 0 9.60 0 

A2 20 0 3.48 0 

A3 130 0 24.95 0 

A4 50 0 9.60 0 

A5 50 0 9.60 0 

MF1 40 1 7.48 8.48 

MF2 40 1 7.48 8.48 

MF3 80 2 14.97 16.97 

MF4 20 0.5 3.74 4.24 

MF5 20 0.5 3.74 4.24 

Aggregate 

allocation 

Mutual Funds 

to 

500 5 95 42.41 

435

Please note: 

1. The illustration presumes compliance with the requirements specified in this DRHP in the section titled 

“Issue Structure” at page 396. 

2. Out of 100 million Equity Shares allocated to QIBs, 5 million (i.e., 5%) will be Allotted on a 

proportionate basis among five Mutual Fund applicants who applied for 200 million Equity Shares in the 

QIB Portion. 

3. The balance 95 million Equity Shares i.e., 100 -5 (available for Mutual Funds only) will be Allotted on a 

proportionate basis among 10 QIBs who applied for 500 million Equity Shares (including 5 Mutual 

Fund applicants who applied for 200 million Equity Shares). 

4. The figures in the fourth column entitled “Allocation of balance 95 million Equity Shares to QIBs 

proportionately” in the above illustration are arrived at as explained below: 

• For QIBs other than Mutual Funds (A1 to A5) = Number of Equity Shares Bid for × 95/495 

• 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) × 95/495 

• The numerator and denominator for arriving at the allocation of 95 million Equity Shares to the 

10 QIBs are reduced by 5 million shares, which have already been Allotted to Mutual Funds in the 

manner specified in column III of the table above. 

Refund Orders or instructions to the SCSBs 

The Registrar to the Issue shall give instructions for credit to the beneficiary account with depository 

participants within 12 Working Days of the Issue Closing Date. Applicants residing at the centres where 

clearing houses are managed by the RBI, will get refunds through NECS only except where applicant is 

otherwise disclosed as eligible to get refunds through direct credit and RTGS and NEFT. Our Company shall 

ensure dispatch of refund orders through ordinary post for refund orders less than or equal to ` 1,500 and 

through registered post or speed post for refund orders exceeding ` 1,500 at the sole or first Bidder’s sole risk 

within 12 Working Days of the Issue Closing Date. Applicants to whom refunds are made through electronic 

transfer of funds will be sent a letter through ordinary post, intimating them about the mode of credit of refund 

within 12 Working Days of the Issue Closing Date. In case of ASBA Bidders, the Registrar to the Issue shall 

instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Payment 

Amount specified in the ASBA Bid cum Application Forms for withdrawn, rejected or unsuccessful or 

partially successful ASBA Bids within 12 Working Days of the Issue Closing Date. 

UNDERTAKINGS BY OUR COMPANY 

Our Company undertakes the following: 

• That the complaints received in respect of this Issue shall be attended to by our Company expeditiously 

and satisfactorily; 

• That all steps for completion of the necessary formalities for commencement of trading at all the Stock 

Exchanges where the Equity Shares are listed shall be undertaken within the timelines specified by law; 

• That funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be 

made available to the Registrar to the Issue by our Company; 

• That where refunds are made through electronic transfer of funds, a suitable communication shall be sent 

to the applicant within 12 Working Days of the Issue Closing Date, as the case may be, giving details of 

the bank where refunds shall be credited along with amount and expected date of electronic credit of 

refund; 

• That the certificates of the securities/ refund orders to the non-resident Indians shall be despatched within 

436

specified time; 

• That no further issue of Equity Shares shall be made till final trading approvals from all the Stock 

Exchanges have been obtained for the Equity Shares offered through the Red Herring Prospectus; 

• That adequate arrangements shall be made to collect all ASBA Bid cum Application Forms and to 

consider them similar to non-ASBA applications while finalising the Basis of Allotment; 

• That we shall not have recourse to the Issue proceeds until the approval for trading of the Equity Shares 

from all the Stock Exchanges where listing is sought, has been received. 

UNDERTAKINGS BY PINERIDGE 

Pineridge undertakes and/or certifies to the following: 

• The Equity Shares being sold by it pursuant to the Offer for Sale have been held by it for a period of 

more than one year prior to the filing of this Draft Red Herring Prospectus with the SEBI, and are 

fully paid up and are in dematerialized form. 

• The Equity Shares being sold by it are free and clear from any pre-emptive rights, liens, mortgages, 

trusts, charges, pledges or any other encumbrances or transfer restrictions. 

• It is the legal and beneficial holder and has full title to the 19,275,000 Equity Shares being offered by 

it in the Offer for Sale. 

• The Equity Shares being sold by it in the Offer for Sale shall be transferred to the successful bidders 

within the specified time in accordance with the instruction of the Registrar to the Issue 

• It shall not have recourse to the proceeds from the Equity Shares offered by it in the Offer for Sale, 

until the final listing and trading approvals from all the Stock Exchanges have been obtained. 

• It shall reimburse the Company for any interest paid by the Company at 15% per annum or as per 

applicable law on a pro-rata basis in proportion to the Equity Shares proposed to be transferred by it 

as a part of the Issue, if CAN or refund orders have not been dispatched to the applicants or if, in a 

case where the refund or portion thereof is made in electronic manner through Direct Credit, NEFT, 

RTGS or NECS, the refund instructions have not been issued to the clearing system in the disclosed 

manner within 12 Working Days from the Issue Closing Date. 

• It shall not sell, transfer, dispose off in any manner or create any lien, charge or encumbrance on the 

Equity Shares offered by it for the Offer for Sale and shall take such steps as may be required to 

ensure that such Equity Shares are available for the Offer for Sale, including without limitation not 

selling, transferring, disposing of in any manner or creating any charge or encumbrance on such 


UNDERTAKINGS BY THE INDIVIDUAL SELLING SHAREHOLDERS 

The Individual Selling Shareholders undertake and/or certify to the following: 

• The Equity Shares being sold by them pursuant to the Offer for Sale have been held by them for a 

period of more than one year prior to the filing of this Draft Red Herring Prospectus with the SEBI, 

and are fully paid up and are in dematerialized form. 

• The Equity Shares being sold by them are free and clear from any pre-emptive rights, liens, 

mortgages, trusts, charges, pledges or any other encumbrances or transfer restrictions. 

• They are the legal and beneficial holders and have full title to the Equity Shares being offered by 

them in the Offer for Sale. 

• The Equity Shares being sold by them in the Offer for Sale shall be transferred to the successful 

bidders within the specified time in accordance with the instruction of the Registrar to the Issue 

437

• They shall not have recourse to the proceeds from the Equity Shares offered by them in the Offer for 

Sale, until the final listing and trading approvals from all the Stock Exchanges have been obtained. 

• They shall reimburse the Company for any interest paid by the Company at 15% per annum or as per 

applicable law on a pro-rata basis in proportion to the Equity Shares proposed to be transferred by it 

as a part of the Issue, if CAN or refund orders have not been dispatched to the applicants or if, in a 

case where the refund or portion thereof is made in electronic manner through Direct Credit, NEFT, 

RTGS or NECS, the refund instructions have not been issued to the clearing system in the disclosed 

manner within 12 Working Days from the Issue Closing Date. 

• They shall not sell, transfer, dispose off in any manner or create any lien, charge or encumbrance on 

the Equity Shares offered by it for the Offer for Sale and shall take such steps as may be required to 

ensure that such Equity Shares are available for the Offer for Sale, including without limitation not 

selling, transferring, disposing of in any manner or creating any charge or encumbrance on such 


• They agree to assist our Company in the redressal of investor grievances. 

• They will comply with the applicable laws, including but not limited to, the SEBI Act, the Securities 

Contracts (Regulations) Act, 1956, the Foreign Exchange Management Act, 1999, the Securities 

Contracts (Regulations) Rules, 1957, the Companies Act, the ICDR Regulations, the Listing 

Agreement, guidelines, instructions, rules, communications, circulars and regulations issued by the 

Government of India, the RoC, SEBI, the RBI, or by any other governmental or statutory authority as 

applicable to it in relation to the Equity Shares offered by them under the Offer for Sale. 

Utilisation of Issue proceeds 

1. Our Company declares that: 

• All monies received out of the Issue shall be credited/transferred to a separate bank account other than 

the bank account referred to in sub-section (3) of Section 73 of the Companies Act; 

• Details of all monies utilised out of Fresh Issue shall be disclosed, and continue to be disclosed till the 

time any part of the issue proceeds remains unutilised, under an appropriate head in our balance sheet 

indicating the purpose for which such monies have been utilised; 

• Details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate 

separate head in the balance sheet indicating the form in which such unutilised monies have been 

invested; and 

• Our Company shall not have recourse to the proceeds of the Issue until the final listing and trading 

approvals from all the Stock Exchanges have been obtained. 

2. The Selling Shareholders shall not have recourse to the proceeds of the Offer for Sale until the final listing 

and trading approvals from all the Stock Exchanges have been obtained. 

Withdrawal of the Issue 

Our Company and / or any of the Selling Shareholders, in consultation with the Managers, reserve the right not 

to proceed with the Issue anytime after the Issue Opening Date but before the Allotment of Equity Shares. In 

such an event the Company shall issue a public notice in the newspapers (including the reasons for such 

withdrawal), in which the pre-Issue advertisements were published, within two days of the Issue Closing Date. 

Our Company shall also inform the same to the Stock Exchanges on which the Equity Shares are proposed to 

be listed and the Managers, through the Registrar to the Issue, shall notify the SCSBs to unblock the accounts 

of the ASBA Bidders. 

If our Company and / or any of the Selling Shareholders withdraw the Issue after the Issue Closing Date and 

our Company, thereafter, determines that it will proceed with an initial public offering of its Equity Shares, our 

Company shall file a fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Issue is 

438

also subject to obtaining (i) final listing and trading approvals of the Stock Exchanges, which our Company 

shall apply for after Allotment; and (ii) the final approval of the RoC, after the Prospectus is filed with the 

RoC. 

439

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of 

India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which 

foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise 

manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, 

foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any 

prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such 

investment. 

The consolidated FDI Policy issued by the Department of Industrial Policy and Promotion, Ministry of 

Commerce and Industry, GoI (“DIPP”) by circular 1 of 2011, with effect from April 1, 2011 (the 

“Consolidated FDI Policy”), consolidates and supercedes all previous press notes, press releases and 

clarifications on FDI issued by the DIPP. The DIPP currently intends to update the circular every six months 

and the next update is expected on October 1, 2011. 

The Consolidated FDI Policy provides that: 

(i) FDI up to 100% under the automatic route is permitted for coal and lignite mining for captive 

consumption by power projects, and iron and steel and cement units and other eligible activities permitted 

under and subject to the provisions of the Coal Mines (Nationalisation) Act, 1973. 

(ii) FDI up to 100% under the automatic route is permitted for setting up coal processing plants like washeries 

subject to the condition that the company shall not do coal mining and shall not sell washed coal or sized 

coal from its coal processing plants in the open market and shall supply the washed or sized coal to those 

parties who are supplying raw coal to coal processing plants for washing or sizing. 

(iii) FDI up to 100% on the automatic route is permitted for power including generation (except Atomic 

energy) transmission, distribution and power trading subject to the provisions of the Electricity Act, 2003. 

Therefore applicable foreign investment up to 100% is permitted in our Company under the automatic route. 

Subscription by foreign investors (NRIs/FIIs) 

By way of a circular no. 53 dated December 17, 2003, the RBI has permitted FIIs to subscribe to shares of an 

Indian company in a public offer without the prior approval of the RBI, so long as the price of the shares is not 

less than the price at which the shares are issued to residents. Transfers of equity shares previously required the 

prior approval of the FIPB. However, by an RBI circular dated October 4, 2004 issued by the RBI, the transfer 

of shares between an Indian resident and a non-resident does not require the prior approval of the FIPB or the 

RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI 

Policy and transfer does not attract the provisions of the SEBI (Substantial Acquisition of Shares and 

Takeovers) Regulations, 1997; (ii) the non-resident shareholding is within the sectoral limits under the FDI 

policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI / RBI. 

Representation from the Bidders 

No person shall make a Bid in Issue, unless such person is eligible to acquire Equity Shares of the Company in 

accordance with applicable laws, rules, regulations, guidelines and approvals. Investors that Bid in the Issue 

will be required to confirm and will be deemed to have represented to the Company, the Selling Shareholders, 

the Managers and their respective directors, officers, agents, affiliates and representatives, as applicable, that 

they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares 

of the Company and will not offer, sell, pledge or transfer the Equity Shares of the Company to any person 

who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares 

of the Company. The Company, the Selling Shareholders, the Managers and their respective directors, officers, 

agents, affiliates and representatives, as applicable, accept no responsibility or liability for advising any 

investor on whether such investor is eligible to acquire Equity Shares of the Company. 

There is no reservation for non-residents, NRIs, FIIs, foreign venture capital funds, multi-lateral and bilateral 

development financial institutions and any other foreign investor. All non-residents, NRIs, FIIs and foreign 

venture capital funds, multi-lateral and bilateral development financial institutions and any other foreign 

investor applicants will be treated on the same basis with other categories for the purpose of allocation. 

440

As per existing regulations, OCBs cannot participate in the Issue. 

The Equity Shares have not been and will not be registered under the Securities Act or any state 

securities laws in the United States and may not be offered or sold within the United States, except 

pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 

Securities Act. Accordingly, the Equity Shares are only being offered and sold (i) in the United States to 

“qualified institutional buyers”, as defined in Rule 144A under the Securities Act; and (ii) outside the 

United States in offshore transactions in compliance with Regulation S under the Securities Act. 


jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such 

jurisdiction, except in compliance with the applicable laws of such jurisdiction. 

The above information is given for the benefit of the Bidders. The Company, the Selling Shareholders and the 

Managers are not liable for any amendments, 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 their independent 

investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under 

laws or regulations. 

441

MAIN PROVISIONS OF OUR ARTICLES OF ASSOCIATION 

Pursuant to Schedule II of the Companies Act and the ICDR Regulations, the main provisions of the Articles 

of Association of the Company relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and 

transmission of Equity Shares/debentures and/or on their consolidation/splitting are detailed below: 

Capitalised terms used in this section have the meaning given to such terms in the Articles of Association of 

our Company. 

Pursuant to Schedule II of the Companies Act and the ICDR Regulations, the main provisions of the Articles 

of Association of our Company relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and 

transmission of Equity Shares/debentures and/or on their consolidation/splitting are detailed below: 

The regulations contained in Table 'A' of Schedule I to the Companies Act (Act 1 of 1956) shall apply only in 

so far as the same are not provided for or are not inconsistent with these Articles and the regulations for the 

management of our Company and for observance of the members thereof and their representatives shall, 

subject to any exercise of the statutory powers of the Company with reference to repeal or alteration or of 

addition to, its regulations by special resolution, as prescribed by the Companies Act, be such as are contained 

in these Articles. 

The present Articles of Association have been divided into two parts. As such, Part II of the Articles would 

terminate upon listing of the Equity Shares on the Stock Exchanges. However, in the event listing of the Equity 

Shares does not take place, Part II would continue to remain in force. 

Part I 

Capital and Shares 

Article 4.1 provides that “the Authorized Share Capital of the Company shall be such as is given in Clause V 

of the Memorandum of Association or altered, from time to time, thereat payable in the manner as may be 

determined by the Directors, with power to increase, reduce, sub-divide or to repay the same or to divide the 

same into several classes and to attach thereto any rights and to consolidate or sub-divide or re-organise the 

shares and subject to the provisions of the Act, to vary such rights as may be determined in accordance with 

these Articles.” 

Article 4.2 provides that “except so far as otherwise provided by the conditions of issue, any capital raised by 

the creation of new shares shall be considered as part of the existing Share Capital and shall be subject to the 

same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as 

the original Share Capital.” 

Article 4.3 provides that “the Board shall observe the restriction as to allotment of Equity Shares to the public 

contained in Section 69 and 70 of the Act and shall cause to be made the return as to allotment provided for in 

Section 75 of the Act.” 

Increase of Capital 

Article 5.1 provides that "Subject to the provisions of these Articles, the Company at a Shareholders Meeting 

may, from time to time, increase the Share Capital by creation of new Equity Shares. Such increase shall be of 

such aggregate amount and to be divided into Equity Shares of such respective amounts as the resolution shall 

prescribe." 

Payment in anticipation of call may carry interest 

Article 10.1 provides that “The Directors may, if they think fit, subject to the provisions of Section 92 of the 

Act, agree to and receive from any member willing to advance the same whole or any part of the moneys due 

upon the shares held by him beyond the sums actually called for, and upon the amount so paid or satisfied in 

advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in 

respect of which such advance has been made, the company may pay interest at such rate, as the member 

paying such sum in advance and the Directors agree upon provided that money paid in advance of calls shall 

not confer a right to participate in profits or dividend. The Directors may at any time repay the amount so 

advanced.” 

442

Forfeiture and Lien 

Article 11.1 provides that “If any shareholder fails to pay any call or installment on or before the day appointed 

for the payment of the same, the Directors may at any time thereafter during such time as the call or 

installment remains unpaid, serve a notice on such shareholder requiring him to pay the same, together with 

any interest that may have accrued and all expenses that may have been incurred by the Company by reason of 

such non-payment.” 

Article 11.2 provides that “The notice shall name a day (not being less than fourteen (14) days from the date of 

the notice) and a place on and at which such call or installment and such interest and expenses as aforesaid are 

to be paid. The notice shall also state that in the event of non-payment of at or before the time and at the place 

appointed, the securities in respect of which such call was made or installment is payable will be liable to be 

forfeited.” 

Article 11.3 provides that “If the requisition of any such notice as aforesaid be not complied with, any shares 

in respect of which such notice has been given may at any time thereafter before payment of all calls or 

installments, interests, end expenses due in respect thereof, be forfeited by a resolution of the Directors to the 

effect such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid 

before the forfeiture.” 

Article 11.4 provides that “When any share shall have been so forfeited, notice of the resolution shall be given 

to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with 

the date thereof, shall forthwith be made in the register of members but no forfeiture shall be in any manner 

invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.” 

Article 11.5 provides that “Any share so forfeited shall be deemed to be property of the Company and the 

Directors may subject to the provisions of these Articles, sell, re-allot or otherwise disposed of the same in 

such manner as they think fit.” 

Article 11.6 provides that “The Directors may, at any time before any share so forfeited shall have been sold, 

re-allotted or otherwise disposed of, annul the forfeiture thereof on such conditions as they think fit.” 

Article 11.7 provides that “Any shareholder whose shares have been forfeited shall notwithstanding be liable 

to pay and shall forthwith pay to the Company all calls, installments, interest and expenses, owing upon or in 

respect of such shares at the time of the forfeiture together with interest thereon, from the time of forfeiture 

until payment at twelve (12) per cent per annum, and the Directors may enforce the payment thereof, without 

any deduction or allowance for the value of the securities at the time of forfeiture but shall not be under any 

obligation to do so.” 

Article 11.8 that “The forfeiture of shares shall involve the extinction of all interest in and also of all claims 

and demands against the Company in respect of the shares and all other rights incidental to the shares, except 

only such of those rights as by these Articles are expressly saved.” 

Company’s lien on Shares / Debentures 

Article 12.1 provides that “The Company shall have a first and paramount lien upon all the shares/debentures 

(other than fully paid-up shares/debentures) registered in the name of each member (whether solely or jointly 

with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or 

payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall be 

created except upon the footing and condition that this Article will have full effect and such lien shall extend to 

all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise 

agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company's lien if any 

I on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to 

be exempt from the provisions of this Article.” 

Article 12.2 provides that “For the purpose of enforcing such lien the Directors may sell the shares subject 

thereto in such manner as they shall think fit, but no sale shall be made until such period as aforesaid shall 

have arrived and until notice in writing of the intention to sell shall have been served on such member or the 

person (if any) entitled by transmission to the shares and default shall have been made by him in payment, 

443

fulfillment or discharge of such debts, liabilities or engagements for seven days after such notice. To give 

effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser 

thereof and the purchaser shall be registered as the holder of the shares comprised in any such transfer. Upon 

any such sale as aforesaid, the certificates in respect of the shares sold shall stand cancelled and become null 

and void and of no effect, and the Directors shall be entitled to issue a new certificate or certificates in lieu 

thereof to the purchaser or purchasers concerned.” 

Article 12.3 provides that “ The net proceeds of any such sale after payment of the costs of such sale shall be 

applied in or towards the satisfaction of the debts, liabilities or engagements of such member and the residue 

(if any) paid to such member or the person (if any) entitled by transmission to the shares so sold.” 

Article 12.4 provides that “A certificate in writing under the hands of two Directors, that the call in respect of a 

share was made, and notice thereof given, and that default in payment of the call was made, and that the 

forfeiture of the share was made, by a resolution of the Directors to that effect, shall be conclusive evidence of 

the fact stated therein as against all persons entitled to such share. 

Article 12.5 provides that “The Company may receive the consideration, if any, given for the share on any 

sale, re-allotment or other disposition thereof and the person to whom such share is sold, re-allotted or 

disposed of may be registered as the holder of the share and he shall not be bound to see to the application of 

the consideration, if any, nor shall his title to the share be affected by any irregularity or invalidity in the 

proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the share.” 

Buy Back 

Article 13 provides that “The Board of Directors may, when and if thought fit, , buy back such of the 

Company’s shares or other specified securities, subject to the provisions of sections 77A, 77AA, and 77 B of 

the Act and the guidelines prescribed by the Central Government from time to time.” 

Transfer and transmission of shares 

Article 14.1 provides that “Subject to the provisions of Section 111A, these Articles and other applicable 

provision of the Act. or any other law for the time being in force, the Board of Directors may refuse whether in 

pursuance of any power of the company under these Articles or otherwise, to register the transfer of, or the 

transmission by operation of law of the right to, any shares or interest of a Member in or debentures of the 

Company. The Company shall, within one month from the date on which the instrument of transfer or the 

intimation of such transmission, as the case may be, was delivered to Company, send notice of the refusal to 

the Transferee and the Transferor or to the person giving intimation of such transmission, as the case may be, 

giving reasons for such refusal, notice of the refusal to register such transfer, provided that registration of a 

transfer shall not be refused on the ground of the Transferor being either alone or jointly with any other person 

or persons indebted to the Company on any account whatsoever except where the Company has a lien on 

shares. The provisions of Section 111 of the Act, regarding powers to refuse registration of transfers and 

appeal against such refusal should be adhered to. Provided that registration of a transfer shall not be refused on 

the ground of the transferor being either alone or jointly with any other person or persons indebted to the 

Company on any account whatsoever except when the Company has a lien on the shares. Transfer of shares / 

debentures in whatever lot shall not be refused.” 

Transfers by Promoters 

Article 15 provides that “The Promoters of the Company shall hold such percentage of the Equity Share 

Capital of the Company that is subject to mandatory lock-in as applicable to ‘promoters’ under the SEBI 

Regulations.” 

Dividend 

Article 24.2 provides that “The Company in a General Meeting may declare a dividend to be paid to the 

members according to their rights and interest in the profits and may fix the time for payment.” 

Capitalization 

Article 27.1 provides that “Subject to the provisions of these Articles, the Company may at any General 

Meeting resolve that any moneys, investments or other assets forming part of the undivided profits of the 

444

Company standing to the credit of any reserve or reserves or any capital redemption reserve fund or in the 

hands of the Company and available for dividend or representing premiums received on the issue of shares and 

standing to the credit of the share premium account be capitalised and distributed amongst such of the 

shareholders as would be entitled to receive the same if distributed by way of dividend. The distribution shall 

be made in the same proportion on the footing that they become entitled thereto as capital. All or any part of 

such capitalized fund may be applied on behalf of such shareholders in paying up in full any un issued shares, 

debentures or debenture-stock of the Company which shall be distributed accordingly or in or towards 

payment of the uncalled liability on any issued shares and that such distribution or payment shall be accepted 

by such shareholders in full satisfaction of their interest in the said capitalised sum. Provided that any sum 

standing to the credit of a share premium account or a' capital redemption reserve fund may for the purpose of 

this Article only be applied in the paying up of un issued shares to be issued to the members of the Company 

as fully paid bonus shares.” 

Votes of Members 

Article 30.1 provides that “Subject to the provisions of the Act and these Articles upon show of hands every 

member entitled to vote and present in person (including a body corporate present by a representative duly 

authorised in accordance with the provisions of Section 187 of the Act or by attorney shall have one vote).” 

Article 30.2 provides that “Subject to the provisions of the Act and these Articles upon a poll every member 

entitled to vote and present in person (including a body corporate present as aforesaid) or by attorney or by 

proxy shall be entitled to vote and in respect of every Share (whether fully paid or partly paid) his voting right 

shall be in the same proportion as the capital paid up on such Share bears to the total paid-up capital of the 

Company.” 

Article 30.3 provides that “No member not personally present shall be entitled to vote on a show of hands 

unless such member is present by attorney or unless such member is a body corporate present by a 

representative duly authorised under Section 187 of the Act.” 

Article 30.4 provides that “Any person entitled to transfer any shares may vote at any general meeting in 

respect thereof as if he was the registered holder of such shares provided that atleast forty-eight hours before 

the time of holding the meeting or adjourned meeting as the case may be at which he proposes to vote he shall 

satisfy the Directors of his right to transfer such shares unless the Directors shall have previously admitted his 

right to vote at such meeting in respect thereof.” 

Article 30.5 provides that “Subject to the provisions of the Act no member shall be entitled to be present or to 

vote at any General Meeting either personally or by proxy or attorney or as a proxy or attorney for any other 

member or be reckoned in quorum whilst any call or other sum shall be due and payable to the Company in 

respect of any of the shares of such member." 

Article 30.6 provides that “On a poll taken at a meeting of the Company, a member entitled to more than one 

vote, or his proxy, or other person entitled to vote for him, as the case may be, need not, if he votes, use all his 

votes or cast in the same way all the votes he uses.” 

Article 30.7 provides that “Any member entitled to attend and vote at a meeting of the Company shall be 

entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of 

himself; but a proxy so appointed shall not have any right to speak at the meeting.” 

Article 30.8 provides that “Every proxy shall be appointed by an instrument in writing signed by the appointer 

or his attorney duly authorised in writing, or, if the appointer is a body corporate, be under its seal or be signed 

by an officer or an attorney duly authorised by it.” 

Article 30.9 provides that "The instrument appointing a proxy and the power of attorney or other authority, if 

any, under which it is signed or a notarially certified copy thereof shall be deposited at the office of the 

Company not less than forty-eight hours before the time of holding the meeting at which the person named in 

the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. No 

instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its 

execution except in the case of adjournment of any meeting first held previously to the expiration of such time. 

An attorney shall not be entitled to vote unless the power of attorney or other instrument appointing him or 

445

notarially certified copy thereof has either been registered in the records of the Company at any time not less 

than forty-eight hours before the time for holding the meeting at which the attorney proposes to vote or is 

deposited at the office of the Company not less than forty-eight hours before the time fixed for such meeting as 

aforesaid. Notwithstanding that a power of attorney or other instrument appointing him or notarially certified 

copy thereof or other authority has been registered in the records of the Company, the Company may by notice 

in writing addressed to the member or the attorney given at least fourteen days before the meeting require him 

to produce the original power of attorney or authority and unless the same is thereon deposited with the 

Company not less than forty-eight hours before the time fixed for the meeting the attorney shall not be entitled 

to vote at such meeting unless the Directors in their absolute discretion excuse such non-production and 

deposit.” 

Article 30.10 provides that “Every member entitled to vote at a meeting of the Company according to the 

provisions of these Articles on any resolution to be moved thereat shall be entitled during the period beginning 

twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion 

of the meeting, to inspect the proxies lodged, at any time during the business hours of the Company provided 

not less than three days’ notice in writing of the intention so as to inspect is given to the Company.” 

Article 30.11 provides that the “An instrument appointing a proxy shall be in the form as prescribed by the Act 

or a form as near thereto as circumstances admit.” 

Article 30.12 provides that “If any such instrument of appointment be confined to the object of appointing an 

attorney or proxy for voting at meetings of the Company it shall remain permanently or for such time as the 

Directors may determine in the custody of the Company; if embracing other objects, a copy thereof, examined 

with the original, shall be delivered to the Company to remain in the custody of the Company.” 

Article 30.13 provides that “A vote given in accordance with the terms of an instrument of proxy or a power of 

attorney shall be valid notwithstanding the previous death of the principal or revocation of the proxy or the 

power of attorney as the case may be or of the power of attorney under which such proxy was signed or the 

transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death 

revocation or transfer shall have been received at the office of the Company before the meeting.” 

Article 30.14 provides that “Subject to the provisions of the Act and these Articles, no objection shall be made 

to the validity of any vote except at the meeting or poll at which such vote shall be tendered and every vote 

whether given personally or by proxy or by any means hereby authorised and not disallowed at such meeting 

or poll shall be deemed valid for all purposes of such meeting or poll whatsoever.” 

Article 30.15 provides that “Subject to the provisions of the Act and these Articles, the Chairman of any 

meeting shall be the sole judge of the validity of every vote tendered at such meeting, and subject as aforesaid 

the Chairman present at the time of a poll shall be the sole judge of the validity of every vote tendered at such 

poll. 

Directors and Senior Management 

Article 31.1 provides that “The business of the Company shall be managed by the Directors who may incur all 

expenses in setting up and registering the Company and may exercise all such powers of the Company as are 

not restricted by the Act or any statutory modification thereof for the time being in force or by these Articles 

required to be exercised by the Company in general meeting subject nevertheless, to any regulations of these 

Articles, to the provisions of the Act, and to such regulations being not inconsistent with the aforesaid 

regulations or provisions as may be prescribed by the Company in general meeting. Nothing shall invalidate 

any prior act of the Directors which would have been valid if that regulation had not been made.” 

Investor Nominee Directors 

Article 31.5 provides that “Notwithstanding anything to the contrary but subject to the provisions of the Act, 

so long as the Investor holds the Minimum Investor Equity Holding: 

(i) the Investor will have the right to appoint directors (including alternate directors in place of such 

nominated directors) to the Board of Directors proportionate to its shareholding in the Company, subject 

to a minimum of 1 director (the "Investor Nominee Directors"). All Investor Nominee Directors shall be 

appointed as non-rotational directors, unless otherwise notified in writing by the Investor. 

446

(ii) The Investor Nominee Directors shall be appointed on all the committees of the Boards of the Company 

and its Subsidiaries. 

(iii) The Investor will have a right to appoint nominee directors on the Board of each Subsidiary in proportion 

to its direct and indirect shareholding in such Subsidiary, subject to a minimum of one (1) Investor 

Nominee Director. To the extent practicable and subject to such Person not exceeding specified limits 

under applicable laws, the Investor shall nominate the same Person on the Boards of the Company and 

each of the Subsidiaries.” 

Board resolution at a meeting necessary for certain contracts 

Article 50.1 provides that “Except with the consent of the Board of Directors of the Company, a Director of 

the Company or his relative (as such term is defined under the Act), a firm in which such a Director or relative 

is a partner, any other partner in such a firm, or a private company of which the Director is a member or 

director, shall not enter into any contract with the Company (a) for the sale, purchase or supply of any goods, 

materials or services, or (b) for underwriting the subscription of any shares in, or debentures of, the Company.” 

Chairman 

Article 51 provides that “The right to select the chairman of the Board shall be with the Promoters. The 

chairman of the Board shall have a casting vote. It is agreed that R. S. Sindhu, or any other Person nominated 

by him, shall be the chairman of the Board. It is also agreed that the chairman of the Board shall also chair the 

shareholders meetings.” 

Managing Director 

Article 53.1 provides that “The Directors may, from time to time, subject to the provisions of Sections 197 A 

and 314 of the Act; appoint one or more of their body to the office of the Managing Director or Whole Time 

Director for such period and on such remuneration and other terms, as they think fit and subject to the terms of 

any agreement entered into in any particular case, may revoke such appointment. His/her appointment will be 

automatically terminated it he ceases to be a Director.” 

Consent of Company necessary for the exercise of certain powers 

Article 60.1 provides that “The Board of Directors shall not except with the consent of the Company in general 

meeting:- 

(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the 

Company, or where the Company owns more than one undertaking of the whole, or substantially the 

whole, of any such undertaking; 

(b) remit, or give time for the repayment of, any debt due by a Director; 

(c) invest otherwise than in trust securities, the amount of compensation received by the Company in respect 

of the compulsory acquisition of any such undertaking as is referred to in clause (a) above, or of any 

premises or properties used for any such undertaking and without which it cannot be carried on or can be 

carried on only with difficulty or only after a considerable time; 

(d) borrow moneys in excess of the limits provided in Article 64. 

(e) 

contribute to charitable and other funds not directly relating to the business of the Company or the 

welfare of its employees, any amounts the aggregate of which will, in any Financial Year, exceed fifty 

thousand rupees or 5 % of its average net profits as determined in accordance with the Act during the three 

Financial Years immediately preceding whichever is greater.” 

Certain Powers to be exercised by the Board only at Meeting 

Article 61.1 provides that “Without derogating from the powers vested in the Board of Directors under these 

Articles the Board shall exercise the following powers on behalf of the Company and they shall do so only by 

means of resolutions passed at meetings of the Board :- 

447

(a) 

(b) 

(c) 

(d) 

(e) 

the power to make calls on shareholders in respect of money unpaid on their shares; 

the power to issue debentures; 

the power to borrow moneys otherwise than on debentures; 

the power to invest the funds of the Company; 

the power to make loans; 

Provided that the Board may by resolution passed at a meeting delegate to any Committee of 

Directors or the Managing Director or any other principal officers of the Company or to a principal 

officer of any of its branch offices, the powers specified in (c), (d) and (e) of this Article to the extent 

specified below on such conditions as the Board may prescribe.” 

Article 61.2 provides that “Every resolution delegating the power referred to in clause (c) of Article 61.1 shall 

specify the total amount outstanding at any one time up to which moneys may be borrowed by the delegates; 

Provided, however, that where the Company has an arrangement with its bankers for the borrowing of moneys 

by way of overdraft, cash credit or otherwise the actual day to day operation of the overdraft, cash credit or 

other accounts by means of which the arrangement is made is availed of shall not require the sanction of the 

Board.” 

Article 61.3 provides that “Every resolution delegating the power referred to in clause (e) of Article 61.1 shall 

specify the total amount up to which loans may be made by the delegates, the purposes for which the loans 

may be made, and the maximum amount of loans which may be made for each such purpose in individual 

cases.” 

Article 61.4 provides that “Nothing contained in this Article shall be deemed to affect the right of the 

Company in a General Meeting to impose restrictions and conditions on the exercise by the Board of any of 

the powers referred to in Article 61.1 above.” 

Part II 

Overriding Effect and Interpretation 

Article 71.1 provides that “Subject to the requirements of applicable law, in the event of any conflict between 

the provisions of Part I and this Part II, the provisions of this Part II shall apply so long as Part II is effective.” 

Restrictions on Transfer of Shares in the Company 

Article 73 provides that “Any agreement or arrangement to directly or indirectly Transfer any Equity Shares, 

or any legal or beneficial interest therein, which is in breach of Articles 73 to 77 shall be null and void. The 

Company shall not record any Transfer or agreement or arrangement to Transfer, that is in breach of the 

provisions of Articles 73 to 77 on its books, and shall not recognise or register any equitable or other claim to, 

or any interest in, Equity Shares which have been Transferred in breach of the provisions of Articles 73 to 77.” 

Transfers by Identified Parties 

Article 74 provides that: 

“(a) Notwithstanding anything to the contrary, for a period of four (4) years from the Completion Date or until 

an IPO occurs, whichever is later (the "Identified Party Lock-in Period"), no Identified Party or any of 

their Affiliates, holding shares in the Company, shall directly or indirectly, Transfer any of the Equity 

Shares or other securities held by them in the Company or rights attached thereto. 

Provided that, even during the Identified Party Lock-in Period, the Identified Parties may sell to any 

Person (other than a Restricted Entity), in a single tranche, up to 129,388 Equity Shares (the “Permitted 

Sale”) by giving at least seven (7) days prior written notice to the Investor. The Investor shall not be 

entitled to exercise its Tag-along Rights in relation to the Permitted Sale. 

(b) If the IPO has occurred within four (4) years from the Completion Date, the Identified Party Lock-in 

Period would still be in effect until the expiry of four (4) years from the Completion Date. Provided that, 

notwithstanding Article 74 (a), should the IPO have occurred within 4 years from the Completion Date, 

448

the Identified Party Lock-in Period and the Investor Tag-along Rights shall automatically cease to apply to 

the Other Shareholders so long as a Transfer by them is not proposed in favour of a Restricted Entity. 

(c) The restrictions on Transfers in relation to the Equity Shares or other securities or rights in the Company 

as stated in Article 74(a) shall not apply to: 

(i) Any inter se Transfer amongst Mr. Rudra Sen Sindhu, his Immediate Family Members and Investment 

Companies which are under the Control of Mr. Rudra Sen Sindhu and/or his Immediate Family Members. 

Transfers between Mr. Rudra Sen Sindhu and his brothers shall be permissible only if Mr. Rudra Sen 

Sindhu is a Transferee and not a Transferor; 

(ii) Any inter se Transfer amongst Mr. Kuldeep Singh Solanki, his Immediate Family Members and 

Investment Companies which are under the Control of Mr. Kuldeep Singh Solanki and/or his Immediate 

Family Members; 

(iii) Any inter se Transfer amongst Mr. Ganesh Chandra Mrig, his Immediate Family Members and Investment 

Companies which are under the Control of Mr. Ganesh Chandra Mrig and/or his Immediate Family 

Members; and 

(iv) Any inter se Transfer amongst the Other Shareholders and their respective Immediate Family Members 

and Investment Companies which are under the Control of the Other Shareholders or their Immediate 

Family Members. 

Provided that, in each case, the Transferee executes a Deed of Adherence. 

Tag-along rights of the Investor 

Article 76, proviso (a) provides that 

“Subject to Article 74, 

If any of the Identified Parties and/or their Affiliates propose to sell, directly or indirectly, their Equity Shares 

or any part thereof (the "Selling Identified Parties") to any Person other than the Investor ("Proposed 

Transferee") (together the "Proposed Transfer") and after such Proposed Transfer, the Identified Parties and 

their Affiliates direct and indirect shareholding in the Company will not fall below 30% of the Equity Share 

Capital as of the date of the Proposed Transfer (the " Identified Party Threshold"), then the Investor and/or the 

Investor Affiliates will, at their sole discretion and option, have a tag-along right, but not an obligation ("Tagalong 

Right"), to sell the Investor Pro Rata Shareholding or such number of Equity Shares (which is less than 

the Investor Pro Rata Shareholding) to the Proposed Transferee prior to the Proposed Transfer on terms no less 

favourable than the terms offered to the Selling Identified Parties by the Proposed Transferee; 

If any Proposed Transfer will result in the Identified Parties’ and their Affiliates’ direct and indirect 

shareholding in the Company falling below the Identified Party Threshold, or if the shareholding of the 

Identified Parties and their Affiliates, directly and indirectly, is below the Identified Party Threshold prior to 

such Proposed Transfer, or if any Proposed Transfer is in favour of a Restricted Entity (as revised from time to 

time in accordance with the terms of the Shareholders Agreement), the Investor and/or the Investor Affiliates 

shall have a Tag-along Right, but not an obligation, to sell all or less than all of the Investor Shares to the 

Proposed Transferee prior to the Proposed Transfer, on terms no less favourable than the terms offered to the 

Selling Identified Parties by the Proposed Transferee.” 

Pre-emptive rights for new issues of securities 

Article 78 proviso (a) provides that: 

(i) In the event the Company is desirous of issuing new securities ("Proposed Issuance") by way of a rights 

issue, the Company shall also offer to the Investor, such number of the new securities as are proportionate 

to the Investor’s shareholding in the Company. 

(ii) Any Proposed Issuance by way of a preferential issue in favour of any Person ("Potential Investor"), 

other than any issue of new securities under an ESOP approved in accordance with Article 82 or pursuant 

to exercise of the Warrants (as defined in the Shareholder Agreement), shall be made only if the entire 

449

Proposed Issuance is first offered to Investor for purpose of subscription on the same terms and conditions 

as those offered to the Potential Investor. 

Affirmative Vote Items 

Article 82 provides that “Notwithstanding any other Articles or Regulations in these Articles of Associations, 

so long as the Investor holds at least the Minimum Investor Equity Holding, no action or decision relating to 

any of the matters mentioned below ("Affirmative Vote Items") in respect of the Company, shall be taken 

(whether by the Board, any committee, the shareholders, or any of the employees, officers or managers of the 

Company) unless the affirmative vote of at least one Identified Party Nominee Director and one Investor 

Nominee Director is obtained for such action or decision: 

(i) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

(vii) 

mergers, de-mergers, spin-offs, amalgamations, consolidations or any other similar form of corporate 

restructuring; 

subject to Article 82.1(vii) below, assumption of debt that would increase the aggregate Gross Debt to 

Shareholder Funds’ ratio beyond 2:1; 

divestment or sale of assets (including but not limited to a lease or exchange), capital expenditures or 

acquisition of assets or businesses, creation of joint ventures/partnerships, creation or investment in 

subsidiaries or any other investments not approved in the annual business plan, exceeding INR 

100,000,000 (Rupees One Hundred Million Only), on a cumulative basis in a Financial Year; 

increase, decrease, or other alteration or modification in authorized or issued share capital, or creation 

or issuance or delisting of securities (including equity shares, preference shares, non-voting shares, 

warrants, options, etc., but excluding issue of Warrants (as defined in the Shareholders Agreement) 

and issue of Equity Shares pursuant to the exercise of the said Warrants in accordance or pursuant to 

exercise of ESOPs approved in accordance with this Article 82 or any other change in the share 

capital structure; 

determining the timing, pricing, and place/ exchange of any subsequent initial public offering or any 

offering of equity/ equity linked securities; 

Any Related Party Transaction, other than on an Arms Length Basis; 

Any Related Party Transaction, even if proposed on Arms Length Basis, exceeding a value of INR 

50,000,000 (Rupees Fifty Million Only) cumulatively in a Financial Year. Provided that: 

(A) transactions proposed on an Arms Length Basis (and subject to receipt of appropriate approvals 

from Governmental Authorities, where the same are required), specifically for providing logistics 

/ loading / unloading / handling services, with companies/firms specified in Schedule 7 of the 

Shareholders Agreement (which list may be revised only with the Investor’s prior written 

approval), will be excluded as an Affirmative Vote Item until implementation of the Related 

Party Restructuring Plan, after which all such transactions shall be included as an Affirmative 

Vote Item, other than those that are expressly approved by the Investor under the Related Party 

Restructuring Plan itself; and 

(B) the Investor’s decision as regards whether a particular transaction falls within the exclusion 

specified at Article 82(vii) (A) above or whether it requires approval as an Affirmative Vote Item 

under Article 82 above, shall be final and binding on the Company and the Identified Parties. 

(viii) 

(ix) 

(x) 

amendments to the memorandum of association or articles of association; 

approval of the annual business plan and budget; 

commencement of or investment in any line of business other than the business of washing, 

processing, beneficiation, and removal of impurities from coal and coal rejects, the sale of coal 

rejects, and construction and operation of coal fired thermal power plants in India; 

(xi) any deviation from the approved business plan and budget in excess of 20%; 

450

(xii) 

(xiii) 

(xiv) 

(xv) 

(xvi) 

(xvii) 

(xviii) 

(xix) 

changes to material accounting or tax policies, including change in Financial Year for preparation 

of audited accounts; 

declaration or payment of any dividend; 

entry into, amendment, or termination of any agreement or commitment that imposes or is likely to 

impose obligations on the Company or its Subsidiaries, including settlement of any litigation or 

legal proceedings/action in excess of INR 100,000,000 (Rupees One Hundred Million Only); 

giving or renewing of security for, or the guaranteeing of debts of the Company or its Subsidiaries 

or any third party, creating a lien or charge on the assets of the Company or its Subsidiaries in 

excess of INR 100,000,000 (Rupees One Hundred Million Only), outside that which has been 

approved in the annual business plan; 

any sale, transfer, license or other user arrangement in relation to trade/brand-names or trademarks 

or any other intellectual property used by the Company or its Subsidiaries; 

any winding up, liquidation or dissolution of the Company or any of its Subsidiaries; 

approval of the terms of any ESOP for employees or directors of the Company or its Subsidiaries 

and the allocation of options thereunder; 

delegation of authority or any of the powers of the Board of the Company or its Subsidiaries to any 

individual or any amendments to the authority or powers so delegated; 

a. any change in statutory auditors; 

b. any proposal involving, directly or indirectly, a change in Control or management of the 

Company or its Subsidiaries; and 

(xxii) 

any commitment, arrangement or agreement, verbal or written, to do any of the foregoing. 

451

OTHER INFORMATION 

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 

The following contracts (not being contracts entered into in the ordinary course of business carried on by our 

Company or entered into more than two years before the date of this Draft Red Herring Prospectus) which are 

or may be deemed material have been entered or will be entered into by our Company. These contracts, copies 

of which will be attached to the copy of the Red Herring Prospectus, delivered to the Registrar of Companies 

for registration and also the documents for inspection referred to hereunder, may be inspected at our 

Registered Office from 11.00 a.m. to 5.00 p.m. on Working Days from the date of the Red Herring Prospectus 

until the Issue Closing Date. 

Material contracts 

1. Engagement letter dated May 28, 2011 amongst our Company, the Selling Shareholders and the 

Managers; 

2. Issue agreement dated May 28, 2011 amongst our Company, the Selling Shareholders and the Managers; 

3. Memorandum of understanding dated May 26, 2011 amongst our Company, the Selling Shareholders and 

the Registrar to the Issue; 

4. Escrow agreement dated [●], 2011 amongst our Company, the Selling Shareholders, the Managers, the 

Syndicate Members, the Escrow Collection Banks, the Refund Bank(s) and the Public Issue Account 

Bank(s) and the Registrar to the Issue; 

5. Syndicate agreement dated [●], 2011 amongst our Company, the Selling Shareholders, the Managers and 

the Syndicate Members; and 

6. Underwriting agreement dated [●], 2011 amongst our Company, the Selling Shareholders, the Managers 

and the Syndicate Members. 

Material documents 

1. Our Memorandum and Articles of Association, as amended till date; 

2. Resolution of the Board dated May 26, 2011 authorising the Fresh Issue; 

3. Shareholders’ resolution dated May 26, 2011 in relation to the Fresh Issue and other related matters; 

4. Resolution of the board of directors of Pineridge, dated May 26, 2011, authorising the sale of 19,275,000 

Equity Shares as part of the Offer for Sale; 

5. Consent letters from the Individual Selling Shareholders in relation to the Offer for Sale; 

6. Shareholders’ resolutions for appointment and remuneration of our Executive Directors; 

7. Auditors’ report dated May 26, 2011 (as required by Part II of Schedule II of the Companies Act) issued 

by M/s. B S R & Company, Chartered Accountants, and mentioned in this Draft Red Herring Prospectus 

together with copies of the balance sheet and profit and loss account of our Company; 

8. Unaudited Pro forma Condensed Consolidated Financial Statements; 

9. The statement of tax benefits dated May 20, 2011 issued by M/s. A. L. Sehgal & Co., Chartered 

Accountants; 

10. Copies of annual reports of our Company for FY 2010, FY 2009, FY 2008, FY 2007 and FY 2006; 

11. Consent of M/s. B S R & Company, Chartered Accountants, Chartered Accountants, for inclusion of (i) 

their report in the form and context in which they appear in this Draft Red Herring Prospectus; and (ii) to 

be named as experts to our Company; 

452

12. Consent of M/s. A. L. Sehgal & Co., Chartered Accountants, for inclusion of (i) the statement of tax 

benefits dated May 20, 2011 in the form and context in which it appear in this Draft Red Herring 

Prospectus; and (ii) to be named as experts to our Company; 

13. Certificate dated May 17, 2011, issued by M/s. A. L. Sehgal & Co., Chartered Accountants, in relation to 

deployment of funds for the second phase of the Company’s 30 MW blended coal based power project at 

Chakabura, Korba district, Chhattisgarh and with respect to the draw down of sanctioned limits pursuant 

to the common loan agreement dated September 1, 2010 amongst our Company, YES Bank Limited, 

Punjab and Sind Bank and State Bank of Hyderabad for a term loan of ` 1,070 million; 

14. Certificate dated May 17, 2011, issued by M/s. A. L. Sehgal & Co., Chartered Accountants, in relation to 

deployment of funds for the first unit of the 1,200 MW (2 x 600 MW) coal-fired power project at Sidhi 

district, Madhya Pradesh, and with respect to the draw down of the term loans of ` 20,250 million each, 

availed from Axis Bank Limited and ICICI Bank Limited by the Company’s Subsidiary, Aryan M.P. 

Power Generation Private Limited; 

15. Consents of Auditors, Bankers to our Company, Managers, Syndicate Members, Registrar to the Issue, 

Escrow Collection Banks, Refund Banks, Public Issue Account Banks, Domestic Legal Advisors to our 

Company, Domestic Legal Counsel to the Book Running Lead Managers, International Legal Advisors to 

the Underwriters, Directors of our Company, and the Company Secretary and Compliance Officer, as 

referred to, in their respective capacities; 

16. IPO grading report dated [●] by [●]; 

17. RBI approval dated [●] for transfer of the Equity Shares by the Selling Shareholders by way of the Offer 

for Sale; 

18. In-principle listing approvals dated [●], 2011 and [●], 2011 from the NSE and BSE, respectively; 

19. Agreement amongst NSDL, our Company and Indus Portfolio Private Limited, our Company’s share 

transfer agent, dated August 10, 2006; 

20. Agreement amongst CDSL, our Company and Indus Portfolio Private Limited, our Company’s share 

transfer agent, dated May 23, 2011; 

21. Due diligence certificate dated May 30, 2011 to SEBI from the Managers; 

22. SEBI observation letters dated [●], 2011 and dated [●], 2011 and our in-seriatim replies to the same dated 

[●], 2011 and [●], 2011; 

23. Shareholders agreement dated March 3, 2006 amongst our Company, Pineridge and the promoters (as 

amended on March 31, 2007); 

24. Termination agreement dated May 26, 2011 amongst our Company, Pineridge and the promoters; 

25. Shareholders agreement dated May 19, 2009 amongst our Company, TRN Energy, Anil Kumar and 

Sanjay Jain; 

26. Promoter agreement dated February 10, 2011, amended by way of an amendment agreement dated March 

4, 2011, amongst Mr. Ganesh Chandra Mrig, Ms. Sushil Mrig, Mr. Ashok Mrig, Mr. Ajay Mrig, Ms. 

Monika Mrig, Mr. Rudra Sen Sindhu, certain existing shareholders of our Company represented by their 

constituted attorney, Mr. Rudra Sen Sindhu, Mr. Kuldeep Singh Solanki, Maneesha Finlease Limited and 

our Company; 

27. Voting agreement dated February 10, 2011 amongst Mr. Rudra Sen Sindhu, certain existing shareholders 

of our Company represented by their constituted attorney, Mr. Rudra Sen Sindhu, Mr. Ajay Mrig and Ms. 

Monika Mrig; 

28. Put option agreement dated March 16, 2011 between Sainik Mining and Allied Services Limited, IDBI 

Trusteeship Services Limited (in its capacity as the trustee of India Advantage Fund – V and represented 

453

through its investment manager, ICICI Venture Funds Management Company Limited), Mr. Rudra Sen 

Sindhu, Mr. Kuldeep Singh Solanki and Mitter Sen Agrofarms Private Limited; 

29. Share deposit agreement dated March 21, 2011 between SMASL, IDBI Trusteeship IDBI Trusteeship 

Services Limited (in its capacity as the trustee of India Advantage Fund – V and represented through its 

investment manager, ICICI Venture Funds Management Company Limited), Mr. Rudra Sen Sindhu, Mr. 

Kuldeep Singh Solanki, Mitter Sen Agrofarms Private Limited and ICICI Bank Limited; 

30. Memorandum of Understanding dated February 6, 2010 amongst Cellcap Securities Limited, Spectrum 

Power Generation Limited, Asset Reconstruction Company (India) Limited, our Company and Cellcap 

Invofin India Private Limited. 

31. Agreement dated April 9, 2011 amongst our Company, Aryan Ispat and Power Private Limited and 

Mahavir Global Coal Limited. 

32. Agreement dated April 9, 2011 amongst our Company, Aryan Ispat and Power Private Limited and 

Amanat Agencies Private Limited. 

33. Detailed project report prepared by Cethar Consulting Engineers Private Limited in relation to Chakabura 

Power Project – Phase II, issued in April 2011. 

34. Detailed project report prepared by Cethar Consulting Engineers Private Limited in relation to Sidhi 

Power Project, issued in April 2011. 

35. Common loan agreement dated September 1, 2010 with a consortium of three banks i.e. YES Bank 

Limited, Punjab and Sind Bank and State Bank of Hyderabad for a term loan of 

` 1,070 million. 

36. Contract dated May 8, 2009 entered into by our Company for purchase of an AFBC steam generator. 

37. (i) Sanction letter dated September 25, 2009 issued by Axis Bank Limited; (ii) Amendment to sanction 

letter dated September 30, 2009 issued by Axis Bank Limited; and (iii) Letter dated February 12, 2010 

issued by AMPPGPL to Axis Bank Limited. 

38. (i) Sanction letter dated September 30, 2009 issued by ICICI Bank Limited; and (ii) Letter dated October 

14, 2009 issued by AMPPGPL to Axis Bank Limited. 

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or 

modified at any time if so required in the interest of our Company or if required by the other parties, without 

reference to the shareholders subject to compliance with applicable laws. 

454

Annexure XIV Continuedâ¦ - Edelweiss

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

Delete template?

Save as template?

Annexure XIV Continuedâ¦ - Edelweiss