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A2z

  1. 1. DRAFT RED HERRING PROSPECTUS Dated July 28, 2010 Please read Section 60B of the Companies Act, 1956 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Built Issue A2Z Maintenance & Engineering Services Limited(The Company was incorporated in the NCT of Delhi & Haryana as “A2Z Maintenance Services Private Limited” on January 7, 2002 under the Companies Act, 1956, as amended. Pursuant to a specialresolution of the shareholders at an extraordinary general meeting held on May 2, 2005, the name of the Company was changed to “A2Z Maintenance & Engineering Services Private Limited”. Thefresh certificate of incorporation was issued by the Registrar of Companies, NCT of Delhi & Haryana, located at New Delhi (the “RoC”) on June 13, 2005. Subsequently, pursuant to a specialresolution of the shareholders of the Company at an extraordinary general meeting held on March 12, 2010, the Company became a public limited company and the word “private” was deleted from itsname. The fresh certificate of incorporation to reflect the new name was issued by the RoC on March 26, 2010. For details of changes in the name and the registered office of the Company, please seethe section “History and Certain Corporate Matters” beginning on page 108 of this Draft Red Herring Prospectus.) Registered Office: O-116, 1st Floor, DLF Shopping Mall, Arjun Marg, DLF Phase-I, Gurgaon 122 022, Haryana, India Telephone: +91 124 4581 700; Facsimile: +91 124 4581 706 Corporate Office: Plot No. 44, Sector 32, Institutional Area, Gurgaon 122 001, Haryana, India; Telephone: +91 124 4777 800; Facsimile: +91 124 4380 014 Contact Person and Compliance Officer: Mr. Atul Kumar Agarwal; Email: complianceofficer@a2zemail.com; Website: www.a2zgroup.co.inPUBLIC ISSUE OF [•] EQUITY SHARES OF FACE VALUE RS. 10 EACH (“EQUITY SHARES”) OF A2Z MAINTENANCE & ENGINEERING SERVICES LIMITED (“A2Z” ORTHE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. [•] PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING UP TO RS. [•] MILLION,COMPRISING A FRESH ISSUE OF UP TO [•] EQUITY SHARES OF RS. 10 EACH AT THE ISSUE PRICE, AGGREGATING UP TO RS. 7,500.00 MILLION BY THE COMPANY(THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 5,056,193 EQUITY SHARES OF RS. 10 EACH AT THE ISSUE PRICE, AGGREGATING RS. [•] MILLION, BY THESELLING SHAREHOLDERS (AS DEFINED IN THE SECTION “DEFINITIONS AND ABBREVIATIONS”). THE FRESH ISSUE AND THE OFFER FOR SALE ARE TOGETHERREFERRED TO HEREIN AS THE “ISSUE”.UP TO 100,000 EQUITY SHARES OF RS. 10 EACH WILL BE RESERVED IN THE ISSUE FOR SUBSCRIPTION BY EMPLOYEES (AS DEFINED IN THE SECTION“DEFINITIONS AND ABBREVIATIONS”) (THE “EMPLOYEE RESERVATION PORTION”). A DISCOUNT OF 5% TO THE ISSUE PRICE SHALL BE OFFERED TO THEEMPLOYEES AT THE TIME OF ALLOTMENT (THE “EMPLOYEE DISCOUNT”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTERREFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE AT LEAST [•]% AND [•]%, RESPECTIVELY, OF THE POST-ISSUE PAID UPEQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY THE COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND THE CO-BOOK RUNNING LEAD MANAGER AND ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE. THE PROMOTER OF THE COMPANY IS MR. AMIT MITTAL.In case of revision in the Price Band, the Bidding Period shall be extended for at least three additional working days, subject to the Bidding Period not exceeding 10 working days. Any revision in thePrice Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of IndiaLimited (the “NSE”), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers (“BRLMs”), the Co-Book Running Lead Manager (“CBRLM”)and the terminals of the other members of the Syndicate.The Issue is being made through a Book Building Process wherein not more than 50% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), providedthat the Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations, 2009, as amended (“ICDR Regulations”). Further, 5% of the QIB Portion (excluding the Anchor Investor Portion (as defined in the section “Definitions andAbbreviations”)) shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to allQIBs, 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 toNon-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 theIssue Price. Further, up to 100,000 Equity Shares shall be available for allocation on a proportionate basis to Employees, subject to valid Bids being received at or above the Issue Price, provided thatthe value of allotment to a single Employee does not exceed Rs. 100,000. Any Bidder may participate in this Issue through the ASBA (as defined in the section “Definitions and Abbreviations”) processby providing details of the relevant bank accounts in which the corresponding Bid Amount will be blocked by the SCSBs. For details, please see the section “Issue Procedure” beginning on page 322 ofthis Draft Red Herring Prospectus. RISKS IN RELATION TO FIRST ISSUEThis being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 per Equity Shareand the Issue Price is [•] times the face value. The Issue Price (as determined and justified by the BRLMs, the CBRLM, the Company and the Selling Shareholders, as stated in the section “Basis forIssue Price” beginning on page 49 of this Draft Red Herring Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance canbe given regarding an active and/or sustained trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment.Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of the Companyand the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBIguarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the statements in the section “Risk Factors” beginning onpage xii of this Draft Red Herring Prospectus. COMPANYS AND THE SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYThe Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Company and the Issuethat is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, thatthe opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information orthe expression of any such opinions or intentions misleading in any material respect. Each Selling Shareholder assumes responsibility only for the statements in relation to such Selling Shareholderincluded in this Draft Red Herring Prospectus. IPO GRADINGThe Issue has been graded by [•] and assigned the “IPO Grade [•]” indicating [•] fundamentals, through its letter dated [•]. The IPO grading is assigned on a scale of 1 to 5, with “IPO Grade 5” indicatingstrong fundamentals and “IPO Grade 1” indicating poor fundamentals. The Issue has not been graded by any other rating agency. For details regarding the grading of the Issue, please see the section“General Information” beginning on page 9 of this Draft Red Herring Prospectus. LISTINGThe Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. The Company has received in-principle approvals from the BSE and the NSE for thelisting of the Equity Shares pursuant to letters dated [•] and [•], respectively. For the purposes of the Issue, the [•] shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS CO-BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE LINK INTIME BofA Merrill Lynch INDIA PVT LTD (Formerly INTIME SPECTRUM REGISTRY LTD)IDFC Capital Limited DSP Merrill Lynch Limited Enam Securities Private Limited ICICI Securities Limited SBI Capital Markets Limited YES Bank Limited Link Intime India Private Limited nd2 Floor, Naman Chambers Mafatlal Centre, 10th Floor 801, Dalamal Towers ICICI Centre, H.T. Parekh Marg 202, Maker Tower E Nehru Centre C-13, Pannalal Silk Mills Compound thC - 32, G Block Nariman Point Nariman Point Churchgate, Mumbai 400 020 Cuffe Parade 12 Floor, Discovery of India L.B.S. Marg, Bhandup (West)Bandra Kurla Complex, Bandra (E) Mumbai 400 021 Mumbai 400 021 Maharashtra, India Mumbai 400 005 Dr. A. B. Road, Worli Mumbai 400 078Mumbai 400 051 Maharashtra, India Maharashtra, India Tel: +91 22 2288 2460 Maharashtra, India Mumbai 400 018 Maharashtra, IndiaMaharashtra, India Tel: +91 22 6632 8000 Tel: +91 22 6638 1800 Fax: +91 22 2282 6580 Tel: +91 22 2217 8300 Maharashtra, India Tel: +91 22 2596 0320Tel: +91 22 6622 2600 Fax: +91 22 2204 8518 Fax: +91 22 6638 1999 Email: a2z.ipo@icicisecurities.com Fax: +91 22 2218 8332 Tel: +91 22 6669 9000 Fax: +91 22 2596 0329Fax: +91 22 6622 2501 Email: a2z.ipo@baml.com Email: a2z.ipo@enam.com Investor Grievance Email: a2z.ipo@sbicaps.com Fax: +91 22 2497 4158 Investor GrievanceEmail: a2z.ipo@idfc.com Investor Grievance Investor Grievance Email: customercare@icicisecurities.com Investor Grievance Email: dla2zipo@yesbank.in Email: a2z.ipo@linkintime.co.inInvestor Grievance Email: india_merchantbanking@ml.com Email: complaints@enam.com Contact Person: Mr. Vishal Kanjani Email: investor.relations@sbicaps.com Investor Grievance Contact Person: Mr. Chetan ShindeEmail: complaints@idfc.com Contact Person: Mr. N.S. Shekhar Contact Person: Mr. Harish Lodha Website: www.icicisecurities.com Contact Person: Mr. Ritwik Mohapatra / Email: merchantbanking@yesbank.in Website: www.linkintime.co.inContact Person: Mr. Cyril Paul Website: www.dspml.com Website: www.enam.com SEBI Registration Number: Mr. Harsh Soni Contact Person: Mr. Gautam Badalia SEBI Registration Number:Website: www.idfccapital.com SEBI Registration Number: SEBI Registration Number: INM000011179 Website: www.sbicaps.com Website: www.yesbank.in INR000004058SEBI Registration Number: INM000011625 INM000006856 SEBI Registration Number: SEBI Registration Number:INM000011336 INM000003531 MB/INM000010874 BID/ISSUE PROGRAM(1)(2) BID/ISSUE OPENS ON [•], 2010 BID/ISSUE CLOSES ON [•], 2010 (1) The Company and the Selling Shareholders may consider participation by Anchor Investors in accordance with applicable ICDR Regulations on the Anchor Investor Bid/Issue Date, i.e., one day prior to the Bid/Issue Opening Date. (2) The Company may decide to close the Bidding Period for QIBs one day prior to the Bid/Issue Closing Date in accordance with the ICDR Regulations.
  2. 2. TABLE OF CONTENTS PageSECTION I: GENERAL................................................................................................................................i DEFINITIONS AND ABBREVIATIONS.......................................................................................................i PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ..................................................x FORWARD-LOOKING STATEMENTS........................................................................................................xi SECTION II: RISK FACTORS....................................................................................................................xii RISK FACTORS ..............................................................................................................................................xii SECTION III: INTRODUCTION ................................................................................................................1 SUMMARY OF INDUSTRY AND BUSINESS.............................................................................................1 SUMMARY FINANCIAL INFORMATION ..................................................................................................5 THE ISSUE ......................................................................................................................................................8 GENERAL INFORMATION...........................................................................................................................9 CAPITAL STRUCTURE .................................................................................................................................20 OBJECTS OF THE ISSUE ..............................................................................................................................33 BASIS FOR ISSUE PRICE..............................................................................................................................49 STATEMENT OF TAX BENEFITS................................................................................................................52 SECTION IV: ABOUT THE COMPANY ...................................................................................................60 INDUSTRY OVERVIEW................................................................................................................................60 OUR BUSINESS..............................................................................................................................................77 REGULATIONS AND POLICIES ..................................................................................................................102 HISTORY AND CERTAIN CORPORATE MATTERS.................................................................................108 OUR MANAGEMENT....................................................................................................................................134 OUR PROMOTER AND GROUP COMPANIES OF OUR PROMOTER.....................................................150 RELATED PARTY TRANSACTIONS...........................................................................................................155 DIVIDEND POLICY .......................................................................................................................................156 SECTION V: FINANCIAL INFORMATION.............................................................................................157 FINANCIAL STATEMENTS..........................................................................................................................157 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS ...............................................................................................................244 FINANCIAL INDEBTEDNESS ......................................................................................................................265 SECTION VI: LEGAL AND OTHER INFORMATION...........................................................................280 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ......................................................280 GOVERNMENT AND OTHER APPROVALS ..............................................................................................291 OTHER REGULATORY AND STATUTORY DISCLOSURES...................................................................303 SECTION VII: ISSUE INFORMATION.....................................................................................................314 TERMS OF THE ISSUE..................................................................................................................................314 ISSUE STRUCTURE.......................................................................................................................................317 ISSUE PROCEDURE ......................................................................................................................................322 SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................359 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION...................................................................359 SECTION IX: OTHER INFORMATION ...................................................................................................413 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION.........................................................413 DECLARATION..............................................................................................................................................416 APPENDIX A – IPO GRADING REPORT.................................................................................................418 
  3. 3. SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONSUnless the context otherwise indicates or requires, the following terms in this Draft Red Herring Prospectushave the meanings given below.Company Related Terms Term Description The “Company” or the A2Z Maintenance & Engineering Services Limited, a public limited company “Issuer” incorporated under the Companies Act. “we” or “us” or “our” or Where the context requires, the Company and the Subsidiaries on a “Group” consolidated basis. Articles or Articles of The Articles of Association of the Company, as amended. Association Auditors S.R. Batliboi & Associates, Chartered Accountants, the statutory auditors of the Company. A2Z ESOP The employee stock option plan adopted by the Company pursuant to a shareholders’ resolution dated March 30, 2010. a2z Infraservices a2z Infraservices Private Limited. a2z Infrastructure a2z Infrastructure Private Limited. a2z Powercom a2z Powercom Private Limited. a2z Powertech a2z Powertech Private Limited. Beacon Beacon India Investors Limited. Board of Directors or Board The board of directors of the Company or a committee constituted thereof. CNCS CNCS Facility Solutions Private Limited. Director(s) The director(s) of the Company. Equity Shares Equity shares of the Company of face value Rs. 10 each. Group Companies of our Includes companies, firms and ventures promoted by the Promoter of the Promoter or Group Company irrespective of whether such entities are covered under Section Companies 370(IB) of the Companies Act. For details, please see the section “Our Promoter and Group Companies of our Promoter” beginning on page 150 of this Draft Red Herring Prospectus. Imatek Imatek Solutions Private Limited. Lexington Lexington Equity Holdings Limited. Mansi Bijlee Mansi Bijlee Private Limited. Memorandum or The memorandum of association of the Company, as amended. Memorandum of Association Preference Shares 75,000,000 0.001% Cumulative Mandatorily Convertible Preference Shares of the Company of face value Rs. 10 each, which have all been converted into Equity Shares. Promoter Mr. Amit Mittal (formerly known as Mr. Amit Kumar). Promoter Group The individuals, companies and other entities specified in the section “Capital Structure” beginning on page 20 of this Draft Red Herring Prospectus. Registered Office The registered office of the Company, located at O-116, 1st Floor, DLF Shopping Mall, Arjun Marg, DLF Phase-I, Gurgaon, Haryana, 122 002, India. Selligence Selligence Technologies Services Private Limited. Subsidiaries The subsidiaries of the Company specified in the section “History and Certain Corporate Matters” beginning on page 108 of this Draft Red Herring Prospectus.Issue Related Terms Term Description Allot, Allotment, Allotted, The issue and allotment of Equity Shares pursuant to the Fresh Issue and the allot, allotment, allotted transfer of Equity Shares pursuant to the Offer for Sale. Allotment Advice The advice or intimation of Allotment of the Equity Shares sent to the Bidders who are to be Allotted the Equity Shares after discovery of the Issue Price in i
  4. 4. Term Description accordance with the Book Building Process, including any revision thereof.Allottee A successful Bidder to whom Equity Shares are Allotted.Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor category, who has Bid for the Equity Shares for an amount of at least Rs. 100 million.Anchor Investor Bid/Issue The date one day prior to the Bid/Issue Opening Date on which Bidding byDate Anchor Investors shall open and shall also be completed on such date.Anchor Investor Issue Price The price at which the Equity Shares are allotted to the Anchor Investors under the Anchor Investor Portion in terms of the Red Herring Prospectus and the Prospectus, which is Rs. [●] per Equity Share.Anchor Investor Portion The portion of the Net Issue being up to 30% of the QIB Portion consisting of up to [●] Equity Shares to be allocated to Anchor Investors on a discretionary basis in accordance with the ICDR Regulations.Application Supported by An application, whether physical or electronic, used by an ASBA Bidder toBlocked Amount or ASBA make a Bid authorizing an SCSB to block the Bid Amount in a specified bank account maintained with such SCSB.ASBA Bid-cum-Application The form, whether physical or electronic, used by an ASBA Bidder to make aForm Bid, which will be considered as the application for Allotment pursuant to the terms of the Red Herring Prospectus and the Prospectus.ASBA Bidder Any Bidder who intends to apply in the Issue through the ASBA and is applying through blocking of funds in a bank account with an SCSB.ASBA Revision Form The form used by the ASBA Bidders to modify the quantity of Equity Shares or the Bid Amount in any of their ASBA Bid-cum-Application Forms or any previous ASBA Revision Form(s).Banker(s) to the Issue The bank(s) that is a clearing member and registered with the SEBI as a banker to the issue, in this case being [●].Bid An indication to make an offer during the Bidding Period by a prospective investor (and on the Anchor Investor Bid/Issue Date by an Anchor Investor) to subscribe for or purchase the Company’s Equity Shares at a price within the Price Band, including all revisions and modifications thereto.Bid Amount The highest value of the optional Bids indicated in the Bid-cum-Application Form and in case of ASBA Bidders, the amount mentioned in the ASBA Bid- cum-Application Form, and payable by the Bidder upon submission of the Bid.Bid-cum-Application Form The form in terms of which the Bidder (other than the ASBA Bidder) shall make an offer to subscribe for or purchase the Equity Shares and which will be considered as the application for Allotment pursuant to the terms of the Red Herring Prospectus and the Prospectus.Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid-cum-Application Form or the ASBA Bid- cum-Application Form (in case of an ASBA Bidder).Bidding Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date (inclusive of both days) and during which prospective Bidders (other than Anchor Investors) can submit their Bids. The Company may decide to close the Bidding Period for QIBs one day prior to the Bid/Issue Closing Date in accordance with the ICDR Regulations and for QIBs, this date shall be the Bid/Issue Closing Date.Bid/Issue Closing Date The date after which the members of the Syndicate or SCSBs (in case of ASBA Bidders) will not accept any Bids for the Issue, which shall be notified in a widely circulated English national newspaper and a widely circulated Hindi national newspaper. The Company may decide to close the Bidding Period for QIBs one day prior to the Bid/Issue Closing Date in accordance with the ICDR Regulations.Bid/Issue Opening Date The date on which the members of the Syndicate or SCSBs (in case of ASBA Bidders) shall start accepting Bids for the Issue, which shall be notified in a widely circulated English national newspaper and a widely circulated Hindi national newspaper. ii
  5. 5. Term DescriptionBofAML DSP Merrill Lynch Limited.Book Building Process The book building process as described in Schedule XI to the ICDR Regulations, in terms of which the Issue is being made.BRLMs or Book Running The book running lead managers to the Issue, comprising IDFC CapitalLead Managers Limited, DSP Merrill Lynch Limited, Enam Securities Private Limited, ICICI Securities Limited and SBI Capital Markets Limited.BSE The Bombay Stock Exchange Limited.CAN or Confirmation of In relation to Anchor Investors, the note or advice or intimation of allocationAllocation Note of the Equity Shares sent to the successful Anchor Investors who have been allocated Equity Shares on the Anchor Investor Bid/Issue Date at the Anchor Investor Issue Price, including any revisions thereof.Cap Price The higher end of the Price Band, above which the Issue Price will not be finalized and above which no Bids will be accepted, including any revision thereto.CBRLM or Co-Book YES Bank Limited.Running Lead ManagerCDSL Central Depository Services (India) Limited.Controlling Branches Such branches of the SCSBs which coordinate with the BRLMs and the CBRLM, the Registrar to the Issue and the Stock Exchanges and a list of which is available at http://www.sebi.gov.in.Cut-off Price Any price within the Price Band finalized by the Company and the Selling Shareholders in consultation with the BRLMs and the CBRLM. A Bid submitted at Cut-off Price by a Retail Individual Bidder is a valid Bid. Only Retail Individual Bidders and Eligible Employees are entitled to Bid at the Cut-off Price for a Bid Amount not exceeding Rs. 100,000. QIBs and Non- Institutional Bidders are not entitled to Bid at the Cut-off Price.Depositories NSDL and CDSL.Depositories Act The Depositories Act, 1996, as amended.Depository A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended.Depository Participant or DP A depository participant as defined under the Depositories Act.Designated Branches Such branches of the SCSBs which shall collect the ASBA Bid-cum- Application Forms used by ASBA Bidders and a list of which is available at http://www.sebi.gov.in.Designated Date The date on which the Escrow Collection Banks transfer the funds from the Escrow Account to the Public Issue Account or the amount blocked by the SCSBs is transferred from the bank account specified by the ASBA Bidders to the Public Issue Account, as the case may be, after the Prospectus is filed with the RoC, following which the Board approves the Allotment of the Equity Shares constituting the Fresh Issue and the Offer for Sale.Designated Stock Exchange [●].DRHP or Draft Red Herring This draft red herring prospectus, issued in accordance with Section 60B ofProspectus the Companies Act and the ICDR Regulations, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue.Eligible NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe for or purchase the Equity Shares offered thereby.Employee Discount Discount of 5% to the Issue Price determined pursuant to the completion of the Book Building Process offered to the Eligible Employees.Employee, Employees or A permanent and full-time employee, working in India or abroad, of theEligible Employees (in the Company, the Subsidiaries or a director of the Company, whether whole timeEmployee Reservation or part time, as on the date of filing of the Red Herring Prospectus with thePortion) RoC, and does not include the Promoter and an immediate relative of the Promoter (i.e., any spouse of that person, or any parent, brother, sister or child of that person or of the spouse) and who continues to be in the employment of the Company and the Subsidiaries until the submission of the Bid-cum- iii
  6. 6. Term Description Application Form. It does not include employees of the Promoter and the Promoter Group.Employee Reservation The portion of the Issue, being a maximum of 100,000 Equity Shares,Portion available for allocation to the Employees.Enam Enam Securities Private Limited.Escrow Account An account opened with an Escrow Collection Bank(s) and in whose favor the Bidder (excluding the ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount.Escrow Agreement An agreement to be entered into among the Company, the Selling Shareholders, the Registrar, the Escrow Collection Bank(s), the BRLMs, the CBRLM and the Syndicate Members for collection of the Bid Amounts and for remitting refunds, if any, of the amounts collected, to the Bidders (excluding the ASBA Bidders) on the terms and conditions thereof.Escrow Collection Bank(s) The banks that are clearing members and registered with SEBI as bankers to the issue with whom the Escrow Accounts will be opened, comprising [●].FII Foreign Institutional Investors (as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended) registered with SEBI.First Bidder The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form or the ASBA Bid-cum-Application Form or ASBA Revision Form.Floor Price The lower end of the Price Band, below which the Issue Price will not be finalized and below which no Bids will be accepted, subject to any revision thereto.Fresh Issue Fresh issue of up to [] Equity Shares by the Company aggregating up to Rs. 7,500.00 million.FVCIs Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended) registered with SEBI.GIR Number General Index Registry Number.I-Sec ICICI Securities Limited.ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended.IDFC Capital IDFC Capital Limited.Indian GAAP Generally Accepted Accounting Principles in India.IPO Grading Agency [●], a credit rating agency registered with the SEBI, appointed by the Company and the Selling Shareholders for grading this Issue.Issue The public issue of an aggregate of [●] Equity Shares at the Issue Price, aggregating Rs. [●] million, comprising a Fresh Issue of up to [●] Equity Shares at the Issue Price aggregating up to Rs. 7,500.00 million, and an Offer for Sale by the Selling Shareholders of up to 5,056,193 Equity Shares at the Issue Price aggregating Rs. [●] million. Up to 100,000 Equity Shares will be reserved in the Issue for subscription by Eligible Employees who shall be allotted Equity Shares at the Employee Discount.Issue Agreement The agreement dated [], among the Company, the Selling Shareholders, the BRLMs and the CBRLM in relation to the Issue.Issue Price The final price at which Equity Shares will be Allotted in the Issue, as determined by the Company and the Selling Shareholders, in consultation with the BRLMs and the CBRLM, on the Pricing Date, provided however, for purposes of the Anchor Investors, this price shall be the Anchor Investor Issue Price. Eligible Employees shall be allotted Equity Shares at the Employee Discount.MICR Magnetic Ink Character Recognition.Monitoring Agency [●].Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), equal to a iv
  7. 7. Term Description minimum of [] Equity Shares, available for allocation to Mutual Funds.Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended.NECS National Electronic Clearing System.Net Issue The Issue other than the Equity Shares included in the Employee Reservation Portion, aggregating [] Equity Shares subject to any addition of Equity Shares pursuant to any under-subscription in the Employee Reservation Portion.Net Proceeds of the Fresh Proceeds of the Fresh Issue less Issue related expenses.IssueNon-Institutional Bidders All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders or Eligible Employees bidding under the Employee Reservation Portion and who have Bid for an amount more than Rs. 100,000.Non-Institutional Portion The portion of the Issue being not less than 15% of the Net Issue consisting of [●] Equity Shares, available for allocation to Non-Institutional Bidders on a proportionate basis, subject to valid Bids being received at or above the Issue Price.Non-Residents All eligible Bidders that are persons resident outside India, as defined under FEMA, including Eligible NRIs and FIIs.NRI or Non-Resident Indian A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, such term as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended.NSDL National Securities Depository Limited.NSE The National Stock Exchange of India Limited.OCB or Overseas Corporate A company, partnership, society or other corporate body owned directly orBody indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under the FEMA. OCBs are not permitted to invest in the Issue.Offer for Sale The offer for sale by the Selling Shareholders of an aggregate of up to 5,056,193 Equity Shares.Pay-in Period The period commencing on the Bid/Issue Opening Date and extending until the Bid/Issue Closing Date; provided however, for Anchor Investors, the Pay- in Period shall mean the period from the Anchor Investor Bid/Issue Date until the Anchor Investor Bid/Issue Closing Date.Price Band The price band with a minimum price (Floor Price) per Equity Share and the maximum price (Cap Price) per Equity Share to be decided by the Company and the Selling Shareholders, in consultation with the BRLMs and the CBRLM, and advertised in a widely circulated English national newspaper and a widely circulated Hindi national newspaper, at least two (2) working days prior to the Bid/Issue Opening Date, including any revisions thereof as permitted under the ICDR Regulations.Pricing Date The date on which the Issue Price is finalized by the Company and the Selling Shareholders, in consultation with the BRLMs and the CBRLM.Prospectus The prospectus to be filed with the RoC in accordance with Section 60 of the Companies Act after the Pricing Date containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information.Public Issue Account The account opened with the Banker(s) to the Issue pursuant to Section 73 of the Companies Act to receive money from the Escrow Account on the Designated Date.QIBs or Qualified As defined under the ICDR Regulations and includes public financialInstitutional Buyers institutions (defined under Section 4A of the Companies Act), FIIs and sub- accounts registered with SEBI (other than a sub-account which is a foreign corporate or foreign individual), scheduled commercial banks, Mutual Funds, multilateral and bilateral development financial institutions, VCFs, FVCIs, v
  8. 8. Term Description state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with a minimum corpus of Rs. 250 million, pension funds with a minimum corpus of Rs. 250 million, the National Investment Fund set up by resolution number F.No.2/3/2005-DDII dated November 23, 2005 of the Government of India and insurance funds set up and managed by the army, navy and/or air force of the Union of India.QIB Portion The portion of the Issue being not more than 50% of the Net Issue consisting of [●] Equity Shares, to be allotted to QIBs on a proportionate basis; provided that the Company may allocate up to 30% of the QIB Portion consisting of up to [●] Equity Shares to Anchor Investors on a discretionary basis in accordance with the ICDR Regulations.Refund Account An account opened with the Refund Bank, from which refunds (excluding refunds to the ASBA Bidders) of the whole or part of the Bid Amount, if any, shall be made.Refund Bank [].Registrar or Registrar to the Link Intime India Private Limited.IssueRestated Consolidated Restated consolidated summary statements of assets and liabilities of theSummary Statements or Company as at March 31, 2007, 2008, 2009 and 2010, and profits and lossesrestated consolidated and cash flows of our Group for each of the years ended March 31, 2007,summary statements 2008, 2009 and 2010, as well as certain other consolidated financial information as more fully described in the Auditors’ report for such years included in this Draft Red Herring Prospectus.Restated Summary Collectively, the Restated Consolidated Summary Statements and RestatedStatements or restated Unconsolidated Summary Statements.summary statementsRestated Unconsolidated Restated unconsolidated summary statements of assets and liabilities of theSummary Statements or Company as at March 31, 2006, 2007, 2008, 2009 and 2010 and profits andrestated unconsolidated losses and cash flows of the Company for the years ended March 31, 2006,summary statements 2007, 2008, 2009 and 2010, as well as certain other unconsolidated financial information as more fully described in the Auditors’ report for such years included in this Draft Red Herring Prospectus.Retail Individual Bidders Bidders (including HUFs and Eligible Employees) who have Bid for Equity Shares of an amount less than or equal to Rs. 100,000.Retail Portion The portion of the Issue being not less than 35% of the Net Issue consisting of [●] Equity Shares, available for allocation to Retail Individual Bidder(s) on a proportionate basis, subject to valid Bids being received at or above the Issue Price.Revision Form The form used by the Bidders (excluding ASBA Bidders) to modify the quantity of Equity Shares or the Bid Amount in any of their Bid-cum- Application Forms or any previous Revision Form(s).RHP or Red Herring The red herring prospectus issued in accordance with Section 60B of theProspectus Companies Act, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus will become the Prospectus after filing with the RoC after the Pricing Date.RoC The Registrar of Companies, NCT of Delhi & Haryana, located at New Delhi.RTGS Real Time Gross Settlement.SBI Cap SBI Capital Markets Limited.SCRA The Securities Contracts (Regulation) Act, 1956, as amended.SCRR The Securities Contracts (Regulation) Rules, 1957, as amended.SCSBs or Self Certified The banks which are registered with SEBI under the Securities and ExchangeSyndicate Banks Board of India (Bankers to an Issue) Regulations, 1994, as amended, and offer services of ASBA, including blocking of funds in bank accounts, are recognized as such by the SEBI and a list of which is available at http://www.sebi.gov.in.SEBI The Securities and Exchange Board of India constituted under the SEBI Act. vi
  9. 9. Term DescriptionSEBI Act The Securities and Exchange Board of India Act, 1992, as amended.SEBI ESOP Guidelines The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended.Selling Shareholders Shareholders of the Company, namely, Mr. Amit Mittal, Mrs. Babita Shivswaroop Gupta, Mr. Rakesh Radheyshyam Jhunjhunwala, Beacon and Mrs. Nipa Sheth offering up to 1,250,000, up to 100,000, up to 1,000,000, up to 2,606,193 and up to 100,000 Equity Shares, respectively, in the Offer for Sale, in an aggregate of up to 5,056,193 Equity Shares.Stock Exchanges The BSE and the NSE.Syndicate Agreement The agreement to be entered into among the Company, the Selling Shareholders and the Syndicate, in relation to the collection of Bids in the Issue (excluding Bids from the ASBA Bidders).Syndicate Members [].Syndicate or members of the The BRLMs, the CBRLM and the Syndicate Members.SyndicateTRS or Transaction The slip or document issued by any of the members of the Syndicate or anRegistration Slip SCSB (only on demand) to a Bidder as proof of registration of the Bid.U.S. GAAP Generally accepted accounting principles in the United States of America.Underwriters The BRLMs, the CBRLM and the Syndicate Members.Underwriting Agreement The agreement among the Underwriters, the Company and the Selling Shareholders to be entered into on finalization of the Issue Price.VCFs Venture Capital Funds (as defined under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as amended) registered with SEBI.YES Bank YES Bank Limited.Industry Related TermsTerm DescriptionAMRs Automated meter readings.AT&C loss Aggregate Technical & Commercial lossBOOT Build, own, operate and transfer.BOT Build, operate and transfer.C&T Collection and transportation.CDM Clean Development Mechanism.CEA Central Electricity Authority.CERC Central Electricity Regulatory Commission.CERC Regulations Central Electricity Regulatory Commission (Terms and Conditions for Tariff Determination from Renewable Energy Sources) Regulations, 2009, as amended.CERs Certified Emission Reductions.CFBC Circulating Fluid Based Combustion.cKm Circuit kilometers.CMR Custom milled rice, which involves a process where the paddy procured by the government or its designated agencies is milled.CTS scheme Clean Train Station scheme.EHV Extra high voltage.Electricity Act The Electricity Act, 2003, as amended.EPC Engineering, procurement and construction.ERP Enterprise resource planning.ESCO Energy saving service company.FMS Facilities management services.HVAC Heating, ventilating and air conditioning.HVDS High voltage distribution system.HT High tension.IRC scheme Intensive rake cleaning scheme.IRRF Integrated Resource Recovery Facility.JNNSM Jawaharlal Nehru National Solar Mission. vii
  10. 10. Term DescriptionJNNURM Jawaharlal Nehru National Urban Renewal Mission.KV Kilo Volts.LVDS Low voltage distribution system.LT Low tension.MNRE Ministry of New and Renewable Energy.MSW Municipal Solid Waste.MSW Rules Municipal Solid Wastes (Management and Handling) Rules, 1999, as amended.MT Metric tons.MW Megawatts.NCT National capital territory.OBHS scheme On-board housekeeping services scheme.P&D Processing and disposal.PPA Power purchase agreement.Punjab Grains Punjab State Grains Procurement Corporation Limited.R-APDRP Re-structured Accelerated Power Development and Reforms ProgramRDF Refuse derived fuel.REC Regulations Central Electricity Regulatory Commission (Terms and Conditions for Recognition and Issuance of Renewable Energy Certificate for Renewable Energy Generation) Regulations, 2010, as amended.RGGVY Rajiv Gandhi Grameen Vidyutikaran Yojana.SCADA Supervisory control and data acquisition.SEB State Electricity Boards.SERC State Electricity Regulatory Commission.STG Steam Turbine Generator.TPD Tons per day.TPH Tons per hour.T&D Transmission and distribution.ULBs Urban local bodies.UIDSSMT Urban Infrastructure Development Scheme for Small and Medium Towns.UNFCC United Nations Framework Convention on Climate Change.VEI Village Electrification Infrastructure.General Terms/AbbreviationsTerm DescriptionA/c Account.AS Accounting Standards as issued by the Institute of Chartered Accountants of India.CAGR Compounded annual growth rate.Companies Act The Companies Act, 1956, as amended.Customs Act The Customs Act, 1962, as amended.DIN Director Identification NumberDIPP The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India.EBITDA Earnings before interest, taxation, depreciation and amortization.EGM Extraordinary general meeting.EPS Earnings per share.FCNR Account Foreign Currency Non-Resident Account.FDI Foreign Direct Investment, as understood under applicable Indian laws, regulations and policies.FEMA The Foreign Exchange Management Act, 1999, as amended, and the regulations framed there under.FIPB The Foreign Investment Promotion Board of the Government of India.Fiscal or Financial Year or Unless otherwise stated, a period of twelve months ended March 31 of thatFY particular year.FYP Five year plans issued by the Planning Commission of India.GDP Gross Domestic Product. viii
  11. 11. Term DescriptionGoI or Government Government of India.HUF Hindu Undivided Family.Industrial Policy The policy and guidelines relating to industrial activity in India issued by the Ministry of Commerce and Industry, Government of India, as updated, modified or amended from time to time.IPO Initial Public Offering.IT Information Technology.I.T. Act The Income Tax Act, 1961, as amended.I.T. Rules The Income Tax Rules, 1962, as amended.NAV Net asset value.NHPC NHPC Limited.NTPC NTPC Limited.NRE Account Non-Resident External Account.NRO Account Non-Resident Ordinary Account.p.a. Per annum.PAN Permanent Account Number.P/E Ratio Price/Earnings Ratio.PGCIL Power Grid Corporation of India Limited.PLR Prime Lending Rate.PPP Public-private partnership.PSEB Punjab State Electricity Board.RBI The Reserve Bank of India.RoNW Return on Net Worth.Rs. Indian Rupees.SICA The Sick Industries Companies (Special Provisions) Act, 1985, as amended.Takeover Code The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended. ix
  12. 12. PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATAFinancial DataUnless indicated otherwise, the financial data in this Draft Red Herring Prospectus has been derived from theCompany’s audited unconsolidated and the Group’s audited consolidated financial statements, as of and for thefiscal years ended March 31, 2006, 2007, 2008, 2009 and 2010, prepared in accordance with Indian GAAP andthe Companies Act, and restated in accordance with the ICDR Regulations.The Company’s fiscal year commences on April 1 and ends on March 31, and unless otherwise specified or thecontext otherwise requires, all references to a particular fiscal year are to the twelve-month period ended March31 of that year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and thesums of the amounts listed therein are due to rounding-off.There are significant differences between Indian GAAP, International Financial Reporting Standards (“IFRS”)and U.S. GAAP. The Company has not attempted to quantify those differences or their impact on the financialdata included herein, and you should consult your own advisors regarding such differences and their impact onour financial data. Accordingly, the degree to which the Indian GAAP restated summary statements(consolidated or unconsolidated) included in this Draft Red Herring Prospectus will provide meaningfulinformation is entirely dependent on the reader’s level of familiarity with Indian accounting practices, IndianGAAP, the Companies Act and the ICDR Regulations. Any reliance by persons not familiar with Indianaccounting practices, Indian GAAP, the Companies Act and the ICDR Regulations on the financial disclosurespresented in this Draft Red Herring Prospectus should accordingly be limited.Unless otherwise specified or if the context otherwise requires, all references to “India” in this Draft RedHerring Prospectus are to the Republic of India, together with its territories and possessions, all references to the“US” or the “USA” or the “United States” or the “U.S.” are to the United States of America, together with itsterritories and possessions.Currency of PresentationAll references to “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic ofIndia. All references to “$”, “US$”, “USD”, “U.S.$”, “U.S. Dollar(s)” or “US Dollar(s)” are to United StatesDollars.Any currency translation should not be construed as a representation that such Indian Rupee or US Dollar orother currencies could have been, or could be, converted into Indian Rupees, as the case may be, at anyparticular rate or at all.Industry and Market DataUnless stated otherwise, industry data used in this Draft Red Herring Prospectus has been obtained fromindustry publications. Industry publications generally state that the information contained in those publicationshas been obtained from sources believed to be reliable but that their accuracy and completeness are notguaranteed and their reliability cannot be assured. Although the Company believes that the industry data used inthis Draft Red Herring Prospectus is reliable, it has not been verified by any independent source. In this DraftRed Herring Prospectus, we have used market and industry data prepared by consultants and governmentorganizations, some of whom we have also retained or may retain and compensate for various engagements inthe ordinary course of business.Further, the extent to which the market data presented in this Draft Red Herring Prospectus is meaningfuldepends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.There are no standard data gathering methodologies in the industry in which we conduct our business, andmethodologies and assumptions may vary widely among different industry sources. x
  13. 13. FORWARD-LOOKING STATEMENTSThis Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-lookingstatements can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”,“contemplate”, “estimate”, “expect”, “future”, “goal”, “intend”, “objective”, “plan”, “project”, “seek to”,“should”, “will”, “will continue”, “will likely result”, “will pursue” and similar expressions or variations of suchexpressions. Similarly, statements that describe our objectives, strategies, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about usthat could cause actual results to differ materially from those contemplated by the relevant forward-lookingstatement.Important factors that could cause actual results to differ materially from our expectations include, amongothers: Any change in government policies resulting in a decrease in the expenditure on infrastructure projects, a decrease in private sector participation in infrastructure projects, the restructuring of existing projects or delays in payment to us; Our ability to obtain the necessary funds to allow us to make required payments on our debt or fund working capital requirements; Our ability to successfully implement our strategy, including with respect to our acquisition and integration plans; Our lack of prior experience in power generation, processing municipal solid waste or rice milling operations; Our reliance on third party contractors and suppliers; Changes in the availability and price of materials and bought-out items; Fuel availability for our biomass-based power projects; Changes in the interest rates and the exchange rates; Changes in laws and regulations that apply to the industries in which we operate; Increasing competition in and the domestic and international conditions of the industries in which we operate; Increase in labor costs; Labor unrest or other difficulties; and General economic and business conditions in India and other countries.For a further discussion of factors that could cause our actual results to differ, please see the sections “RiskFactors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” beginning on pages xii, 77 and 244, respectively, of this Draft Red Herring Prospectus. By theirnature, certain market risk disclosures are only estimates and could be materially different from what actuallyoccurs in the future. As a result, actual future gains or losses could materially differ from those that have beenestimated.Forward-looking statements speak only as of the date of this Draft Red Herring Prospectus. Neither theCompany nor its Directors and officers, the Selling Shareholders, the Selling Shareholders’ directors andofficers, any Underwriter, nor any of their respective affiliates or associates has any obligation to update orotherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrenceof underlying events, even if the underlying assumptions do not come to fruition. The Company, the BRLMsand the CBRLM will ensure that investors in India are informed of material developments until the Allotment ofEquity Shares in the Issue. xi
  14. 14. SECTION II: RISK FACTORS RISK FACTORSAn investment in the Equity Shares involves a high degree of risk. You should carefully consider all of theinformation in this Draft Red Herring Prospectus, including the risks and uncertainties described below, beforemaking an investment in the Equity Shares. Any potential investor in, and purchaser of, the Equity Sharesshould pay particular attention to the fact that we are governed in India by a legal and regulatory environmentwhich in some material respects may be different from that which prevails in the other countries. If any or somecombination of the following risks occur, our business, prospects, financial condition and results of operationscould suffer, the trading price of the Equity Shares could decline, and you may lose all or part of yourinvestment.We have described the risks and uncertainties that our management believes are material, but these risks anduncertainties may not be the only ones we face. Additional risks and uncertainties, including those we are notaware of or deem immaterial, may also result in decreased revenues, increased expenses or other events thatcould result in a decline in the value of the Equity Shares. Unless specified or quantified in the relevant riskfactors below, we are not in a position to quantify the financial or other implication of any of the risks describedin this section. The risk factors have been numbered for convenience purposes.Internal Risk Factors 1. There are outstanding criminal proceedings involving the Company, certain of our Directors and our Promoter.Certain criminal proceedings have been filed against or by the Company, certain of our Directors and ourPromoter. These proceedings are pending at different levels of adjudication before various courts. These mattersinclude one complaint filed against a former employee of the Company by the Special Environment Courtalleging non-compliance with the Indian Forest Act, 1927, as amended, and one case filed by a former employeeagainst Mr. Amit Mittal (our Promoter and Managing Director), in his capacity as the chairman of one of oursubsidiaries, a2z Infraservices Private Limited (“a2z Infraservices”), seeking a direction to the police forinvestigation of criminal breach of trust, cheating and dishonestly inducing delivery of property. In addition, theCompany has filed three cases against certain subcontractors under the provisions of the Negotiable InstrumentsAct, 1881, as amended and the Indian Penal Code, 1860, as amended. The Company has also filed 135 firstinformation reports against unknown persons for theft of material from various project sites and criminal breachof trust. For further details, please see the section “Outstanding Litigation and Material Developments”beginning on page 280 of this Draft Red Herring Prospectus. An adverse outcome in any of these proceedingscould adversely affect our reputation and the reputation of our Directors and our Promoter, and may have anadverse effect on our business, prospects and the trading price of the Equity Shares. 2. A significant part of our business contracts are with government and public sector undertakings which may subject us to several risks.Our business and revenues are substantially dependent on projects awarded by government authorities,including central, state and local authorities and agencies and public sector undertakings (Government-ownedcompanies). In fiscal 2008, 2009 and 2010, the total income from contracts with government authorities andpublic sector undertakings was Rs. 4,620.29 million, Rs. 6,815.30 million and Rs. 11,501.27 million, comprising96.46%, 95.22% and 94.33% of the total income, as per the restated consolidated summary statements, for suchyears. We expect that contracts awarded by government authorities and public sector undertakings will continueto account for a high proportion of our business. Although the Government of India has encouraged greaterprivate sector participation in the power and infrastructure sectors, and in the past has increased budgetaryallocation in such sectors, there can be no assurance that this will continue. The government projects may besubject to extensive internal processes, policy changes, delays, changes due to local, national and internalpolitics, insufficiency of funds or changes in budgetary allocations. For example, although our MSW project atFirozabad in the State of Uttar Pradesh was awarded to us in June 2008, the land for the project is yet to betransferred to us by the local authority. In our EPC business, we have faced delays due to the governmentauthority’s delay in procuring rights of way for certain projects. We also face the risk of non-payment or delayin the collection of payments from government-owned or controlled entities. Our operations involve significantworking capital requirements and any non-payment or delayed collection of our receivables could materiallyand adversely affect our liquidity, financial condition and results of operations. Any adverse changes in xii
  15. 15. government policies may lead to our agreements being restructured or renegotiated and could materially andadversely affect our financing, capital expenditure, revenues, development or operations relating to our existingprojects as well as our ability to participate in competitive bidding or negotiations for our future projects.Since contracts with government entities usually contain standard terms, we have limited ability to negotiatesuch contracts and hence, many terms tend to favor the government entities. For example, there are generally nocaps on our liability as a contractor. The contracts generally also contain unilateral termination provisions infavour of the government entity. The provisions generally state that the government entity has the right toterminate the contract for convenience at any time after providing us with reasonable notice. Since a substantialportion of our projects are contracts with government entities, we are susceptible to such termination orinvocation of indemnity provisions which may materially and adversely affect our business, results of operationsand financial condition. 3. We are exposed to significant cost variations on fixed-price and fixed-rate contracts.Under the terms and conditions of our fixed-rate contracts, we generally agree to a fixed rate for providing EPCservices for the part of the project contracted to us or, in the case of turnkey contracts, completed facilitieswhich are delivered in a ready to operate condition. These contracts may be subject to limited variations in thequantity and the ex-works component of the contract. The contracts in our MSW business are also executed on afixed price basis, other than the collection and transportation (“C&T”) operations at Patna and Indore whichprovide for limited escalation of price after a specified period of time. The actual expense incurred by us whileexecuting a fixed-price contract may vary substantially from our bid for various reasons, including:  unanticipated changes in the engineering design of the project;  unanticipated increases in the cost of equipment, materials or manpower;  changes in taxes and duties;  delays due to non-receipt of client approvals or payments at specific project milestones;  delays associated with the delivery of equipment and materials to the project site;  unforeseen construction conditions, including inability to obtain requisite environmental and other approvals, resulting in delays and increased costs;  delays caused due to an inability to obtain land or rights of way to commence construction;  delays caused by local weather conditions;  suppliers’ or subcontractors’ failure to perform; and  delays caused by us.Unanticipated costs or delays in performing part of a contract can also have compounding effects by increasingcosts of performing other parts of the contract. In addition, we may be required to pay liquidated damages to theclient for any delay. These variations and the risks are generally inherent to the businesses in which we operateand may result in our revenues or profits being different from those originally estimated resulting in ourexperiencing reduced profitability or losses on projects. Depending on the size of a project, these variationsfrom estimated contract performance could have a significant adverse effect on our results of operations. 4. We have recently entered new businesses. We do not have any track record or prior experience in power generation projects, processing municipal solid waste or rice milling operations.We do not have any prior experience in developing, constructing, commissioning and operating and managingpower generation projects or in competing in the power generation business. We also do not have any priorexperience in processing, treating and disposing municipal solid waste. Further, we have no prior experience inconstructing, commissioning and operating rice mills for processing paddy or storing rice. A portion of theproceeds of the Fresh Issue are proposed to be used for investment in the biomass-based power cogeneration andgeneration projects in the States of Punjab and Rajasthan and the city of Kanpur, investment in certainsubsidiaries that are implementing new MSW projects and one integrated resource recovery facility (“IRRF”) inthe State of Punjab consisting of rice-husk based power generation projects and associated rice mills. We havenot yet generated any income from our Renewable Energy Generation business and the income from our MSWbusiness was less than 10% of our total income as per our restated consolidated summary statements in fiscal2008, 2009 and 2010. We may face managerial, technical and logistical challenges while implementing suchprojects, and in the absence of prior experience, we may not be able to handle such challenges. Any failure onour part to meet the challenges could cause disruptions to our business, be detrimental to our long-term businessoutlook and may have a material adverse effect on our business, prospects, results of operations and financialcondition. xiii
  16. 16. 5. We have high working capital requirements. Our inability to meet our working capital requirements may have a material adverse effect on our business, financial condition and results of operations.Our business requires a significant amount of working capital, which varies depending upon the nature of theproject. Our EPC contracts provide for progressive payments from clients with reference to the volume of workcompleted upon reaching certain milestones. Generally, in our EPC business, significant amounts of ourworking capital are often required to finance the purchase of materials and the performance of engineering,construction and other work on projects before payment is received from clients. In addition, a portion of thecontract value, which may range up to 25%, is withheld by the client as retention money and released upon thetesting of the product or the supply date or the commissioning of the project (which payment release may bedelayed by more than a year). We provide performance guarantees to our clients for the duration of thewarranty or defect liability period, which generally ranges from 12 months to 24 months, after the testing of theproduct or the supply date or the commissioning of the project. Some of the performance guarantees are securedby guarantees from banks. Our working capital requirements will increase as we seek to expand our businesses.Our working capital requirements may also increase if, in certain contracts, payment terms include reducedadvance payments or payment schedules that specify payment towards the end of a project or are less favorableto us. Delays in progressive payments or release of retention money or bank guarantees from our clients mayincrease our working capital needs. We may also experience significant cash outflows to satisfy any indemnityand liability claims. Due to any liquidity issues, we might be unable to arrange for the appropriate earnestmoney deposit which might affect our ability to bid for new projects. There can be no assurance that we will beable to efficiently manage the level of bad debt arising from any receivable. We may need to incur additionalindebtedness and capital expenditures in the future to satisfy our working capital needs. Continued increases inworking capital requirements may have an adverse effect on our financial condition and results of operations.We typically provide bank guarantees in favor of clients to secure performance and other obligations undercontracts. To secure our bank guarantees, banks require us to hold certain amounts in the form of fixed depositsas margin money and also pay certain bank charges upfront. This also increases our working capitalrequirements and if we are unable to furnish bank guarantees in amounts required by the clients on time or at all,our business and growth may be materially and adversely affected. 6. Our revenues depend upon the award of new contracts. Consequently, our failure to win new contracts will adversely affect our results of operations and our cash flows may fluctuate materially from period to period.Our revenues are derived primarily from contracts awarded to us on a project-by-project basis. Generally, it isvery difficult to predict whether and when we will be awarded a new contract since many potential contractsinvolve a lengthy and complex bidding and selection process that may be affected by a number of factors,including changes in existing or assumed market conditions, financing arrangements, technical and financialqualifications, governmental approvals and environmental matters. Because our revenues are derived primarilyfrom these contracts, our results of operations and cash flows may be adversely affected or fluctuate materiallyfrom period to period depending on our ability to win new contracts.The uncertainty associated with the award of new contracts may increase our cost of doing business. Forexample, we may decide to maintain and bear the cost of a workforce in excess of our current contract needs inanticipation of future contract awards. If an expected contract award is delayed or not received, we could incurcosts in maintaining an idle workforce that may have a material adverse effect on our results of operations.Alternatively, we may decide that our long term interests are best served by reducing our workforce and we mayincur increased costs associated with severance and termination benefits which also could have a materialadverse effect on our results of operations for the period when such cost is incurred. Reducing our workforcecould also impact our results of operations if we are unable to adequately staff projects that are awardedsubsequent to a workforce reduction. 7. Projects included in our order book may be changed, delayed, cancelled or not fully paid for by our clients, which could materially harm our cash flow position, revenues or profits.You should not rely on our order book as a means to gauge our future performance. The order book is unauditedand future earnings related to the performance of the work in our order book may not be realized. Althoughprojects in our order book represent business that we may consider firm on the date of such order book, xiv
  17. 17. cancellations, delays or scope adjustments may occur. Due to changes that may occur in project scope andschedule, we cannot predict with certainty when or if the projects in our order book will be completed. Inaddition, even where a project proceeds as scheduled, it is possible that contracting parties may default and failto pay amounts owed or dispute the amounts owed to us. Any delay, cancellation or payment default couldmaterially harm our cash flow position, revenues and profits, and adversely affect the trading price of the EquityShares. 8. We operate in highly competitive businesses and increased competitive pressure may adversely affect our results of operations.We operate in highly competitive businesses. Most of our contracts are entered into primarily through acompetitive bidding process. Certain contracts in the FMS business are entered into on the basis of negotiationswith the client. Our competition varies depending on the size, nature and complexity of the project and on thegeographical region in which the project is to be executed. We compete against various multinational andnational companies as well as regional organized and unorganized entities. In selecting contractors for projects,clients generally limit the tender to contractors they have pre-qualified based on technical and financial criteria,such as experience, technical ability, past performance, reputation for quality, safety record, financial strengthand the size of previous contracts executed in similar projects with them or otherwise. Our ability to meet thequalification criteria in our various business areas is critical to being considered for any project. Additionally,while these are important considerations, price is a major factor in most tender awards and in negotiatedcontracts and our business is subject to intense price competition. Our competitors may be larger and may havebetter access to financial resources. Some of our competitors may be better known in regional markets in whichwe compete. Our inability to compete successfully in the businesses in which we operate could materially andadversely affect our business prospects and results of operations. 9. Our business is substantially dependent on certain key clients from whom we derive a significant portion of our revenues. The loss of any significant clients may have a material and adverse effect on our business and results of operations.We derive a high proportion of our revenues from a small number of customers, although our significantcustomers have varied on a year to year basis. The top ten clients contributed 98.61%, 94.52%. 84.73% and88.43% of our total income in fiscal 2007, 2008, 2009 and 2010, respectively. Our EPC contracts relate topower transmission and distribution and primarily involve electrification projects and distribution improvementschemes such as the Rajiv Gandhi Grameen Vikas Yojana (“RGGVY”). These projects and schemes areundertaken by public sector undertakings such as the Power Grid Corporation of India Limited (“PGCIL”),NTPC Limited (“NTPC”) and NHPC Limited (“NHPC”) on behalf of the distribution utilities managed by thestate government or directly by state distribution utilities themselves. Our MSW business is dependent uponprojects undertaken for urban local authorities. Our FMS business is dependent upon projects undertaken by theIndian Railways and certain private sector companies, including in the banking, finance and insurance sector.Government projects are typically awarded through a bidding process where the tender documents specifycertain pre-qualification criteria which may vary from client to client and from project to project. Our businesstherefore requires that we satisfy the pre-qualified status with key clients. Our major clients vary from period toperiod depending on the demand and completion schedule of projects. The loss of a significant client or anumber of significant clients or projects from such clients for any reason, including as a result ofdisqualification or dispute, may have a material and adverse effect on our business and results of operations. 10. The examination reports of our Auditors relating to our consolidated and unconsolidated restated summary statements included in this DRHP contain several qualifications.The examination reports of our Auditors on our consolidated and unconsolidated restated summary statementsincluded in this DRHP contain several qualifications. As a result of these qualifications, these summarystatements may be less reliable than they would be had we previously addressed the concerns raised by Auditorsin a satisfactory manner. In particular, the Auditors stated in their examination report for the year ended March31, 2010 that there has been a continuing failure to correct weakness in the Company’s internal control systemrelating to the sale of goods and services as the Company has not in the past formally monitored and analyzedits costs incurred on projects against the total estimated project costs on a periodic basis. The report notes thatthis issue continued for a portion of the year ended March 31, 2010, but had been rectified as of March 31, 2010.In addition, as we have made several improvements to our internal controls and accounting procedures for theyears ended March 31, 2007, 2008, 2009 and 2010 to address these qualifications, our restated summarystatements included in this DRHP may not be strictly comparable from period to period. xv
  18. 18. The Auditors have delivered a true and fair audit opinion on the Company’s consolidated financial statements asof and for the year ended March 31, 2010 subject to the following qualification: the consolidated financialstatements do not consider the effect of any adjustments that may be required for events occurring between thedate of approval by the Board of Directors of the unconsolidated financial statements of the Company and itssubsidiaries, and July 1, 2010, the date of adoption of the consolidated financial statements for the year endedMarch 31, 2010.Accordingly, the Auditors were unable to comment on the effect, if any, on the consolidated financial statementshad subsequent events been accounted for, and to that extent qualified the audit reports for each of the yearsended March 31, 2007, 2008, 2009 and for comparative figures for the year ended March 31, 2010. For furtherdetails on these qualifications, please refer the examination report and the consolidated and unconsolidatedrestated summary statements, and the notes thereto, beginning on page 157 of this Draft Red HerringProspectus. Investors should consider carefully these audit qualifications in evaluating our financial position andresults of operations. 11. Our indebtedness, including various conditions and restrictions imposed on us under our financing agreements, could adversely affect our ability to grow our business or react to changes in our business environment.As of March 31, 2010, the total secured and unsecured loans as per our Restated Consolidated SummaryStatements was Rs. 4,051.91 million. Our indebtedness could: require us to dedicate a substantial portion of our cash flow from operations to payments in respect of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate expenditures; increase our vulnerability to adverse general economic or industry conditions; limit our flexibility in planning for, or reacting to, competition and/or changes in our business or our industry; limit our ability to borrow additional funds; restrict us from making strategic acquisitions, introducing new services or exploiting business opportunities; and place us at a competitive disadvantage relative to competitors that have less debt or greater financial resources.There can be no assurance that we will be able to generate enough cash flow from operations or that we will beable to obtain enough capital to service our debt or fund our planned capital expenditures. In addition, we mayneed to refinance some or all of our indebtedness on or before maturity. There can be no assurance that we willbe able to refinance our indebtedness on commercially reasonable terms or at all. Adverse changes in thebusiness conditions affecting us could also cause the amount of refinancing proceeds to be insufficient to meetour interest payments or fully repay any existing debt upon maturity and we may be unable to fund the paymentof such shortfalls. If we cannot obtain alternative sources of financing or our costs of borrowings becomesignificantly more expensive, our financial condition and results of operations will be materially and adverselyaffected. There may also be certain unsecured loans taken by the Company, the Promoter, the Group Companies ofour Promoter or associates which can be recalled by the lenders at any time.The agreements governing certain of our debt obligations include terms that restrict our ability to make capitalexpenditures and investments, declare dividends, merge with other entities, incur further indebtedness and incurliens on, or dispose of, our assets, undertake new projects, change our management and board of directors,materially amend or terminate any material contract or document and modify our capital structure. Certain creditfacilities extended by the banks are repayable on demand. Further, under the terms of certain loandocumentation, we are required to assign all the material project contracts, land documents, insurance policies,permits and approvals and all our other rights and interests related to certain projects in favor of the lenders. Inaddition, certain loans require the cash inflows from projects to be deposited in escrow accounts opened withour lenders and the proceeds to be utilized in a manner as agreed between such lender and us. For example, the xvi

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