DRHP as Uploaded on SEBI Website

8/11/2019 DRHP as Uploaded on SEBI Website

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Term Description

Kalyan Shilphata Project The project for collection of toll at two toll plazas located at Katai and Goveon the Bhiwandi Kalyan Shilphata section of State Highway No. 40 inMaharashtra awarded by MSRDC for a period of 156 weeks from September27, 2013 and operated by our Company

Key Management Personnel /

KMPs

Key management personnel disclosed in the section Management on page

221Kini Tasawade Project The project for collection of toll at two toll plazas located near Kini andTasawade on the National Highway No. 4 in Maharashtra awarded byMSRDC for a period of 104 weeks from May 29, 2014 and operated byRTIPL

Long Term Project A project operated by our Company or any of its Subsidiaries with an initialcontractual term in excess of one year. A project with an initial contractualperiod of one year or less will not be considered a long term project even if itsterm has subsequently been extended to more than one year. See also ShortTerm Project.

Madurai-Kanyakumari Project The project for maintenance of, and collection of toll for, the Madurai-Tirunelveli-Panagudi-Kanyakumari section of the National Highway No. 7 inTamil Nadu awarded by NHAI for a period of nine years from September 22,2013 and operated by RTRPL

Mahua Hindaun KarauliProject

The project for toll collection activities at two toll plazas located nearPhulwada and near Gazipur in the Mahua Hindaun Karauli road corridorin Rajasthan awarded by RSRDC for a period of 21 months from January 24,2013 and operated by our Company

Memorandum of Association Memorandum of association of our Company, as amended from time to time

MEP CB MEP Chennai Bypass Toll Road Private Limited

MEP Hamirpur MEP Hamirpur Bus Terminal Private Limited

MEP HB MEP Hyderabad Bangalore Toll Road Private Limited

MEP Nagzari MEP Nagzari Toll Road Private Limited

MEP RGSL MEP RGSL Toll Bridge Private Limited

MEP Solapur MEP IRDP Solapur Toll Road Private Limited

MEP Una MEP Una Bus Terminal Private Limited

MEPIDPL MEP Infrastructure Developers Private LimitedMHSPL MEP Highway Solutions Private Limited

MIPL MEP Infrastructure Private Limited

MTPL MEP Tormato Private Limited

Mumbai Entry Points The five entry points to Mumbai located at (i) Vashi on the SionPanvelHighway; (ii) Dahisar on the Western Express Highway corridor; (iii) Mulundon the Eastern Express Highway corridor; (iv) Mulund on the Lal BahadurShashtri Marg corridor; and (v) Airoli on the Airoli Bridge corridor

Mumbai Entry Points Contract The contract dated November 19, 2010 entered into between our Company,ITIPL, MIPL and MSRDC in respect of the Mumbai Entry Points Project

Mumbai Entry Points Project The project for operation and maintenance of, and collection of toll at, theMumbai Entry Points along with 27 flyovers and certain allied structures onthe SionPanvel Highway, the Western Express Highway corridor, the

Eastern Express Highway corridor, the Lal Bahadur Shashtri Marg corridorand the Airoli Bridge corridor in Mumbai, Maharashtra awarded by MSRDCfor a period of 16 years from November 20, 2010 and operated by MIPL

Phalodi-Ramji Project The project for collection of toll at four toll plazas in the PhalodiPachpadra Ramji Ki Gol road corridor located at Kolu Pabuji village, Kelan Kotvillage, Bhooka Bhagat Singh village and Naya Nagar village together withmaintenance of toll plazas and infrastructure facilities provided by RIDCORin Rajasthan, awarded by RIDCOR for a period of five years from September17, 2010 and operated by RVPL

Promoters Promoters of our Company, namely Dattatray P. Mhaiskar, Jayant D.


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Term Description

Mhaiskar and ITIPL. For details, see the section Promoters and PromoterGroup on page 240

Promoter Group Persons and entities constituting the promoter group of our Company in termsof Regulation 2(1)(zb) of the SEBI Regulations and as disclosed in the sectionPromoters and Promoter Group on page 240

The Promoter Group of our Company does not include Virendra D. Mhaiskar;son of Dattatray P. Mhaiskar and brother of Jayant D. Mhaiskar, ourindividual Promoters, or any entity in which Virendra D. Mhaiskar may havean interest; since Virendra D. Mhaiskar has refused to provide anyinformation pertaining to himself or such entities.

Rajiv Gandhi Salai Project /ITEL Project

Project for appointment as service agency for collection of toll at five tollplazas located at the Rajiv Gandhi Salai in Chennai, Tamil Nadu awarded byITEL for a period of three years from March 8, 2014 and operated by ourCompany

Registered Office / CorporateOffice

The registered and corporate office of our Company, which is located at A412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri(East), Mumbai 400 072

Registrar of Companies/RoC Registrar of Companies, Maharashtra at Mumbai

Restated ConsolidatedFinancial Information

Restated consolidated financial information of assets and liabilities as atMarch 31, 2014, 2013, 2012, 2011 and 2010 and statement of profit and lossand cash flows for each of the years ended March 31, 2014, 2013, 2012, 2011and 2010 for our Company and its Subsidiaries read alongwith all the notesthereto and beginning on page 327

Restated FinancialInformation

Collectively, the Restated Consolidated Financial Information and theRestated Standalone Financial Information

Restated Standalone FinancialInformation

Restated standalone financial Information of assets and liabilities as at March31, 2014, 2013, 2012, 2011 and 2010 and statement of profit and loss andcash flows for each of the years ended March 31, 2014, 2013, 2012, 2011 and2010 for our Company read alongwith all the notes thereto and beginning onpage 256

RGSL Project The project for maintenance of, and collection of toll at the toll plaza atBandra for, the Rajiv Gandhi Sea Link in Mumbai, Maharashtra awarded byMSRDC for a period of 156 weeks commencing from February 6, 2014 andoperated by MEP RGSL

RTBPL Rideema Toll Bridge Private Limited

RTIPL Raima Toll & Infrastructure Private Limited

RTPL Rideema Toll Private Limited

RTRPL Raima Toll Road Private Limited

RVPL Raima Ventures Private Limited

Shareholders Shareholders of our Company

Short Term Project A project operated by our Company or any of its Subsidiaries with an initialcontractual term of one year or less. A project with an initial contractual termof one year or less is considered to be a Short Term Project even if its termhas subsequently been extended to more than one year. See also Long TermProject.

Subsidiaries Subsidiaries of our Company namely, MIPL, RVPL, MEP Hamirpur, MEPUna, RTPL, BTPL, RTBPL, MEP Nagzari, MEP Solapur, RTRPL, MEP HB,MEP CB, MHSPL, MEP RGSL, RTIPL and MTPL. For details, see thesection Subsidiaries on page 213

Vidyasagar Setu Project The project for collection of toll at the toll plaza located at the VidyasagarSetu in West Bengal awarded by HRBC for a period of five years fromSeptember 1, 2013 and operated by RTBPL


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Issue Related Terms

Term Description

Allot/Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Sharespursuant to the Issue to successful Bidders

Allottee A successful Bidder to whom the Equity Shares are Allotted

Allotment Advice Note or advice or intimation of Allotment sent to each successful Bidder afterthe Basis of Allotment has been approved by the Designated Stock Exchange

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion,with a minimum Bid of `100 million

Anchor Investor Bid/ IssuePeriod

The day, one Working Day prior to the Bid/Issue Opening Date, on whichBids by Anchor Investors shall be submitted

Anchor Investor Issue Price Final price at which the Equity Shares will be issued and Allotted to AnchorInvestors in terms of the Red Herring Prospectus and the Prospectus, whichprice will be equal to or higher than the Issue Price, but not higher than theCap Price. The Anchor Investor Issue Price will be decided by our Companyin consultation with the BRLMs

Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company, inconsultation with the BRLMs, to Anchor Investors on a discretionary basis.One-third of the Anchor Investor Portion shall be reserved for domesticMutual Funds, subject to valid Bids being received from domestic MutualFunds at or above the Anchor Investors Issue Price

Application Supported byBlocked Amount/ASBA

The process of submitting the Bid cum Application Form, whether physical orelectronic, used by Bidders, other than Anchor Investors, to make a Bidauthorising a SCSB to block the Bid Amount in the ASBA Account. ASBA ismandatory for QIBs (other than Anchor Investors) and the Non-InstitutionalBidders participating in the Issue

ASBA Account An account maintained with an SCSB and specified in the Bid cumApplication Form submitted by ASBA Bidders for blocking the Bid Amountmentioned in the Bid cum Application Form

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidder Any Bidder (other than Anchor Investors) in this Issue who intends to submit aBid through the ASBA process

Banker(s) to the Issue/EscrowCollection Bank(s)

Banks which are clearing members and registered with SEBI as bankers to anissue and with whom the Escrow Account will be opened, in this case being[]

Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders underthe Issue and which is described in the section Issue Procedure on page 498

Bid An indication to make an offer during the Bid/Issue Period by a Bidder (otherthan Anchor Investor) pursuant to submission of the Bid cum ApplicationForm, or during the Anchor Investor Bid/Issue Period by Anchor Investors, tosubscribe to the Equity Shares of our Company at a price within the PriceBand, including all revisions and modifications thereto as permitted under theSEBI Regulations in terms of the Red Herring Prospectus and the Bid cumApplication Form

Bid Amount The highest value of the optional Bids indicated in the Bid cum Application

Form and payable by the Bidder/blocked in the ASBA Account on submissionof a Bid in the Issue.

Bid cum Application Form The form used by a Bidder, including an ASBA Bidder, to make a Bid andwhich will be considered as an application for Allotment in terms of the RedHerring Prospectus and the Prospectus

Bid/ Issue Closing Date Except in relation to Bids received from Anchor Investors, the date after whichthe Syndicate, the Designated Branches and the Registered Brokers will notaccept any Bids for the Issue, which shall be notified in two national dailynewspapers, one each in English and Hindi and in one regional language, each


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Term Description

offer or invitation under the Issue and in relation to whom the Bid cumApplication Form and the Red Herring Prospectus constitutes an invitation tosubscribe to the Equity Shares offered thereby and who have opened demataccounts with SEBI registered qualified depository participants

Engagement Letters The engagement letters dated August 22, 2014 between our Company, IDFC

Securities and Inga, and dated May 2, 2014 between our Company and IDBICapital

Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour theBidders (excluding the ASBA Bidders) will issue cheques or demand drafts inrespect of the Bid Amount when submitting a Bid

Escrow Agreement Agreement to be entered into between our Company, the Registrar to the Issue,the BRLMs, the Syndicate Members, the Escrow Collection Bank(s) and theRefund Bank(s) for collection of the Bid Amounts and where applicable,refunds of the amounts collected to the Bidders (excluding the ASBA Bidders)on the terms and conditions thereof

Equity Listing Agreement Listing agreement to be entered into by our Company with the StockExchanges

First Bidder The Bidder whose name appears first in the Bid cum Application Form orRevision Form

Floor Price The lower end of the Price Band, subject to any revision thereto, at or abovewhich the Issue Price will be finalised and below which no Bids will beaccepted

IDBI Capital IDBI Capital Market Services Limited

IDFC Securities IDFC Securities Limited

Inga Inga Capital Private Limited

Issue Public issue of [] Equity Shares for cash at a price of ` []each, aggregatingup to `3,600 million, pursuant to the terms of the Red Herring Prospectus

Issue Agreement The agreement dated September 29, 2014 between our Company and theBRLMs, pursuant to which certain arrangements are agreed to in relation to

Issue Price The final price at which the Equity Shares will be Allotted in terms of the RedHerring Prospectus. The Issue Price will be decided by our Company inconsultation with BRLMs on the Pricing Date. Unless otherwise stated or thecontext otherwise implies, the term Issue Price refers to the Issue Priceapplicable to investors other than Anchor Investors

Issue Proceeds The proceeds of the Issue available to our Company. For further informationabout use of Issue Proceeds, see the section Objects of the Issue on page 94

Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [] EquityShares which shall be available for allocation to Mutual Funds only

Net Proceeds Proceeds of the Issue less the Issue expenses. For further information about theIssue expenses, see the section Objects of the Issue on page 94

Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bidfor Equity Shares for an amount more than `200,000 (but not including NRIsother than Eligible NRIs)

Non-Institutional Portion The portion of the Issue being not more than 15% of the Issue, or [] EquityShares which shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the IssuePrice

Price Band Price Band of a minimum price of `[] per Equity Share (Floor Price) and themaximum price of `[] per Equity Share (Cap Price), including any revisionsthereof. The Price Band and the minimum Bid Lot size for the Issue will bedecided by our Company in consultation with the BRLMs and advertised, atleast five Working Days prior to the Bid/Issue Opening Date, in [] edition ofEnglish national newspaper [], [] edition of Hindi national newspaper [],and [] edition of regional language newspaper [], each with wide


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Term Description

circulation.

Pricing Date The date on which our Company, in consultation with the BRLMs, willfinalise the Issue Price

Prospectus The Prospectus to be filed with the RoC in accordance with section 26 of theCompanies Act, 2013 containing, inter alia, the Issue Price that is determined

at the end of the Book Building Process, the size of the Issue and certain otherinformation

Public Issue Account(s) Account(s) opened with the Bankers to the Issue to receive monies from theEscrow Account(s) and to which funds shall be tranferred by the SCSBs fromthe ASBA Account, on or after the Designated Date

QIB Category / QIB Portion The portion of the Issue (including the Anchor Investor Portion) amounting toat least 75% of the Issue consisting of [] Equity Shares which shall beAllotted to QIBs (including Anchor Investors) on a proportionate basis

Qualified Foreign Investors orQFIs

Non-resident investors, other than SEBI registered FIIs or sub-accounts orSEBI registered FVCIs, who meet know your client requirements prescribedby SEBI and are resident in a country which is (i) a member of FinancialAction Task Force or a member of a group which is a member of FinancialAction Task Force; and (ii) a signatory to the International Organisation ofSecurities Commissions Multilateral Memorandum of Understanding or asignatory of a bilateral memorandum of understanding with SEBI.

Provided that such non-resident investor shall not be resident in a countrywhich is listed in the public statements issued by Financial Action Task Forcefrom time to time on: (i) jurisdictions having a strategic Anti-MoneyLaundering/Combating the Financing of Terrorism deficiencies to whichcounter measures apply; (ii) jurisdictions that have not made sufficientprogress in addressing the deficiencies or have not committed to an action plandeveloped with the Financial Action Task Force to address the deficiencies

Qualified Institutional Buyersor QIBs

Qualified institutional buyers as defined under Regulation 2(1)(zd) of theSEBI Regulations

Red Herring Prospectus orRHP

The red herring prospectus to be issued by our Company in accordance withsection 32 of the Companies Act, 2013 and the provisions of the SEBI

Regulations, which will not have complete particulars of the price at which theEquity Shares will be offered. The Red Herring Prospectus will be registeredwith the RoC at least three days before the Bid/Issue Opening Date and willbecome the Prospectus upon filing with the RoC after the Pricing Date

Refund Account(s) The account opened with the Refund Bank(s), from which refunds, if any, ofthe whole or part of the Bid Amount (excluding refunds to ASBA Bidders)shall be made

Refund Bank(s) []

Refunds through electronictransfer of funds

Refunds through NECS, Direct Credit, RTGS or NEFT, as applicable

Registered Brokers Stock brokers registered with the stock exchanges having nationwideterminals, other than the members of the Syndicate

Registrar to the

Issue/Registrar

Registrar to the Issue, in this case being Link Intime India Private Limited

Retail Individual Bidder(s) Individual Bidders who have Bid for Equity Shares for an amount not morethan ` 200,000 in any of the bidding options in the Issue (including HUFsapplying through their Karta and Eligible NRIs)

Retail Portion The portion of the Issue being not more than 10% of the Issue, or [] EquityShares which shall be available for allocation to Retail Individual Bidder(s) inaccordance with SEBI Regulations subject to valid Bids being received at orabove the Issue Price

Revision Form Form used by the Bidders, including ASBA Bidders, to modify the quantity of


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Term Description

the Equity Shares or the Bid Amount in any of their Bid cum ApplicationForms or any previous Revision Form(s). Kindly note that QIB Bidders andNon-Institutional Bidders are not allowed to withdraw or lower their Bid (interms of number of Equity Shares or the Bid Amount) at any stage

Self Certified Syndicate

Bank(s) or SCSB(s)

The banks registered with SEBI, offering services in relation to ASBA, a list

of which is available on the website of SEBI at http://www.sebi.gov.inSpecified Locations Bidding centres where the Syndicate shall accept Bid cum Application Formsfrom ASBA Bidders, a list of which is available at the website of the SEBI(www.sebi.gov.in) and updated from time to time

Stock Exchanges BSE and NSE

Syndicate Agreement The agreement to be entered into amongst the BRLMs, the SyndicateMembers and our Company in relation to the collection of Bids in this Issue(excluding Bids from Bidders applying through the ASBA process or Bidssubmitted to the Registered Brokers at the Broking Centres)

Syndicate Members []

Syndicate/ members of theSyndicate

BRLMs and Syndicate Members

TRS/Transaction Registration

Slip

The slip or document issued by the Syndicate, or the SCSB (only on demand),

as the case may be, to the Bidder as proof of registration of the BidUnderwriters BRLMs and Syndicate Members

Underwriting Agreement The agreement amongst the Underwriters and our Company to be entered intoon or about the Pricing Date

Working Days Any day, other than Saturdays and Sundays, on which commercial banks inMumbai are open for business, provided however, for the purpose of the timeperiod between the Bid/Issue Closing Date and listing of the Equity Shares onthe Stock Exchanges, Working Days shall mean all days excluding Sundaysand bank holidays in Mumbai in accordance with the SEBI circular no.CIR/CFD/DIL/3/2010 dated April 22, 2010

Technical/Industry Related Terms/Abbreviations

Term Description

AVECL Ahmedabad Vadodara Expressways Company Limited

BOOT Build, Own, Operate and Transfer

BOT Build, Operate and Transfer

BTLO Build-Transfer-Lease-Operate

BRO Border Roads Organisation

CRF Central Road Fund

DBFOT Design, Build, Finance, Operate and Transfer

DIPP Department of Industrial Policy and Promotion

EPC Engineering, Procurement and Construction

ETC Electronic Toll Collection

HPBSMDA Himachal Pradesh Bus Stand Management and Development Authority

HRBC Hooghly River Bridge Commissioners

ITEL IT Expressway LimitedMJPRCL MumbaiJNPT Port Road Company Limited

MoRTH Ministry of Road Transport and Highways

MSRDC Maharashtra State Road Development Corporation Limited

NHAI National Highways Authority of India

NHDP National Highway Development Programme

O&M Operation and Maintenance services

OMT Operate, Maintain and Transfer

PMGSY Pradhan Mantri Gram Sadak Yojna
http://morth.nic.in/http://morth.nic.in/


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Term Description

POS Point of Sale

PPP Public Private Partnership

PWD Public Works Department

RFID Radio Frequency Identification

RIDCOR Road Infrastructure Development Company of Rajasthan Limited

RSRDC Rajasthan State Road Development & Construction Corporation LimitedVGF Viability Gap Funding

Conventional Terms/ Abbreviations

Term Description

AGM Annual general meeting

AIF Alternative Investment Fund as defined in and registered with SEBI under theSecurities and Exchange Board of India (Alternative Investment Funds)Regulations, 2012, as amended

AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants ofIndia

BSE BSE LimitedCAGR Compounded annual growth rate

Category I Foreign PortfolioInvestors

FPIs who are registered as Category I foreign portfolio investors under theSEBI FPI Regulations

Category II Foreign PortfolioInvestors

FPIs who are registered as Category II foreign portfolio investors under theSEBI FPI Regulations

Category III Foreign PortfolioInvestors

FPIs who are registered as Category III foreign portfolio investors under theSEBI FPI Regulations

CBDT Central Board of Direct Taxes

CDSL Central Depository Services (India) Limited

CESTAT Central Excise & Service Tax Appellate Tribunal

CIN Corporate identity number

Client ID Client identification number of the Bidders beneficiary account

Companies Act Companies Act, 1956 (without reference to the provisions thereof that haveceased to have effect upon notification of the Notified Sections) and theNotified Sections

Depositories NSDL and CDSL

Depositories Act Depositories Act, 1996

DIN Director identification number

DP ID Depository participants identification

DP/Depository Participant A depository participant as defined under the Depositories Act

EBITDA Earnings before interest, tax, depreciation and amortisation

EGM Extraordinary general meeting

EPS Earnings per share

FCNR Foreign currency non-resident

FDI Foreign direct investment

FEMA Foreign Exchange Management Act, 1999 read with rules and regulationsthereunder and amendments thereto

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a PersonResident Outside India) Regulations, 2000, as amended

FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations

FPI(s) A foreign portfolio investor as defined under the SEBI FPI Regulations

FinancialYear/Fiscal/FY/Fiscal Year

The period of 12 months ending March 31 of that particular year

FIPB Foreign Investment Promotion Board


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Term Description

FVCI Foreign venture capital investors as defined and registered with SEBI underthe Securities and Exchange Board of India (Foreign Venture CapitalInvestors) Regulations, 2000

GDP Gross domestic product

GIR General index register

GoI/Government Government of IndiaHUF Hindu undivided family

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

Income Tax Act/ I.T. Act The Income Tax Act, 1961

Indian GAAP Generally Accepted Accounting Principles in India

IPO Initial public offering

LLP Act Limited Liability Partnership Act, 2008

MICR Magnetic ink character recognition

Mutual Funds A mutual fund registered with SEBI under the Securities and Exchange Boardof India (Mutual Funds) Regulations, 1996

National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II datedNovember 23, 2005 of the GoI, published in the Gazette of India

NAV Net asset valueNECS National Electronic Clearing Service

NEFT National Electronic Fund Transfer

Notified Sections The sections of the Companies Act, 2013 that have been notified as havingcome into effect prior to the date of this Draft Red Herring Prospectus

NR / Non-Resident A person resident outside India, as defined under the FEMA and includes anNRI, FIIs, FPIs, QFIs and FVCIs

NRE Account Non resident external account

NRI A person resident outside India, who is a citizen of India or a person of Indianorigin, and shall have the meaning ascribed to such term in the ForeignExchange Management (Deposit) Regulations, 2000

NRO Account Non resident ordinary account

NSDL National Securities Depository Limited

NSE National Stock Exchange of India LimitedOCB / Overseas CorporateBody

A company, partnership, society or other corporate body owned directly orindirectly to the extent of at least 60% by NRIs including overseas trusts, inwhich not less than 60% of beneficial interest is irrevocably held by NRIsdirectly or indirectly and which was in existence on October 3, 2003 andimmediately before such date had taken benefits under the general permissiongranted to OCBs under FEMA

p.a. Per annum

P/E Ratio Price/earnings ratio

PAN Permanent account number

PAT Profit after tax

RBI Reserve Bank of India

RoNW Return on net worth

`/Rs./Rupees Indian RupeesRTGS Real time gross settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)Regulations, 2012

SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)


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Term Description

Regulations, 1995

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)Regulations, 2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor)Regulations, 2000

SEBI Regulations Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009

SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations, 2011

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,1996

SICA Sick Industrial Companies (Special Provisions) Act, 1985

SPV Special Purpose Vehicle

State Government The government of a State in India

UK United Kingdom

ULIP Unit Linked Insurance Plan

U.S. / United States / USA United States of America

U.S. GAAP Generally Accepted Accounting Principles in the United States of America

USD / US$ United States DollarsVCFs Venture capital funds as defined in and registered with SEBI under the SEBI

VCF Regulations or the SEBI AIF Regulations, as the case may be


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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

All references to India contained in this Draft Red Herring Prospectus are to the Republic of India and allreferences to the U.S., USA or the United Statesare to the United States of America.

Financial Data

Unless stated otherwise, financial data included in this Draft Red Herring Prospectus is derived from therestated standalone and consolidated financial information of our Company as of and for the years ended March31, 2010, 2011, 2012, 2013 and 2014 and the related notes, schedules and annexures thereto included elsewherein the Draft Red Herring Prospectus, prepared in accordance with Indian GAAP and the Companies Act, 1956and / or Companies Act, 2013 and restated in accordance with the SEBI Regulations. In this Draft Red HerringProspectus, any discrepancies in any table between the total and the sums of the amounts listed are due torounding off.

Our Companys financial year commences on April 1 and ends on March 31 of the next year, so all referencesto a particular financial year, unless stated otherwise, are to the 12 months period ended on March 31 of thatyear.

There are significant differences between Indian GAAP, U.S. GAAP and IFRS. The reconciliation of the

financial information to IFRS or U.S. GAAP financial information has not been provided. Our Company hasnot attempted to explain those differences or quantify their impact on the financial data included in this DraftRed Herring Prospectus, and it is urged that you consult your own advisors regarding such differences and theirimpact on our Companys financial data. Accordingly, the degree to which the financial information included inthis Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the readerslevel of familiarity with Indian accounting practices, Indian GAAP, the Companies Act, 1956 and / orCompanies Act, 2013 and the SEBI Regulations. Any reliance by persons not familiar with Indian accountingpractices, Indian GAAP, the Companies Act, the SEBI Regulations on the financial disclosures presented in thisDraft Red Herring Prospectus should accordingly be limited.

Unless otherwise indicated, any percentage amounts, as set forth in this Draft Red Herring Prospectus, includingin the sections Risk Factors, Our Business, Managements Discussion and Analysis of Financial Conditionand Results of Operations on pages 17, 145 and 402 respectively, have been calculated on the basis of therestated consolidated and standalone financial information prepared in accordance with Indian GAAP and the

Companies Act, 1956 and restated in accordance with the SEBI Regulations.

Currency and Units of Presentation

All references to:

` or Rupees are to Indian Rupees, the official currency of the Republic of India; and

US$ or USD are to United States Dollars,the official currency of the United States of America.

Our Company has presented certain numerical information in this Draft Red Herring Prospectus in millionunits. One million represents 1,000,000 and one billion represents 1,000,000,000.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus have been obtainedor derived from publicly available information as well as industry publications and sources. Further,information pertaining to toll collection market and OMT market for road projects have been derived from areport titled Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection Market for Road Projects inIndia dated June 2014, by CRISIL Limited (CRISIL Research) (the CRISIL Report).

Industry publications generally state that information contained in those publications has been obtained fromsources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliabilitycannot be assured. Accordingly, no investment decision should be made on the basis of such information.


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Although we believe that industry data used in this Draft Red Herring Prospectus is reliable, it has not beenindependently verified by the BRLMs or our Company. Such data involves risks, uncertainties and numerousassumptions and is subject to change based on various factors, including those discussed in the section RiskFactors on page 17. Accordingly, investment decisions should not be based solely on such information.

The extent to which market and industry data used in this Draft Red Herring Prospectus is meaningful dependson the readers familiarity with and understanding of methodologies used in compiling such data. There are nostandard data gathering methodologies in the industry in which business of our Company is conducted, andmethodologies and assumptions may vary widely among different industry sources.

Definitions

For definitions, see the section Definitions and Abbreviations on page 3. In the section Main Provisions ofthe Articles of Association on page 550, defined terms have the meaning given to such terms in the Articles ofAssociation.


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FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain forward-looking statements. These forward-lookingstatements generally can be identified by words or phrases such as aim, anticipate, believe, expect,estimate, intend, objective, plan, project, will, will continue, will pursue or other words orphrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also

forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptionsabout us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

Certain important factors that could cause actual results to differ materially from our expectations include, butare not limited to, the following:

ability to accurately forecast traffic volumes for our projects;

Dependence on road projects undertaken or awarded by government entities or other entities funded bythe Government of India;

Dependence on Mumbai Entry Points Project;

Ability to obtain new contracts;

Ability to successfully implement new technologies in tolling as well as maintainence activities;

Ability to obtain third party debts for our projects; and

Ability to generate revenue to cover increase in interest rate and operating and maintainence costs.

For further discussion on factors that could cause actual results to differ from expectations, see the sectionsRisk Factors, Our Business and Managements Discussion and Analysis of Financial Condition andResults of Operations on pages 17, 145 and 402, respectively. By their nature, certain market risk disclosuresare only estimates and could be materially different from what actually occurs in the future. As a result, actualgains or losses could materially differ from those that have been estimated.

Forward-looking statements reflect current views as of the date of this Draft Red Herring Prospectus and are nota guarantee of future performance. These statements are based on the managements beliefs and assumptions,which in turn are based on currently available information. Although we believe the assumptions upon whichthese forward-looking statements are based are reasonable, any of these assumptions could prove to beinaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither ourCompany, the Directors, the BRLMs nor any of their respective affiliates have 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. Our Company will ensure thatthe investors in India are informed of material developments until the time of the grant of listing and tradingpermission by the Stock Exchanges.


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Entry Points Contract). The term of the Mumbai Entry Points Contract is for a period of 16 years fromNovember 20, 2010. For Fiscal 2014, Fiscal 2013 and Fiscal 2012, the Mumbai Entry Points Projectcontributed 28.46%, 26.14% and 29.46%, respectively, of our total revenue on a consolidated basis.

We have made an upfront payment of ` 21,000 million to MSRDC for the Mumbai Entry Points Projectin 2010. In terms of the Mumbai Entry Points Contract, MSRDC has the right to terminate the MumbaiEntry Points Contract in the event of any material breach or default on our part in complying with theterms and conditions of the Mumbai Entry Points Contract, including any default on our obligationsunder the financing agreements for the loans availed for the Mumbai Entry Points Project. Further,MSRDC may also terminate the Mumbai Entry Points Contract upon occurrence of any force majeureevents in accordance with the provisions of the Mumbai Entry Points Contract. Further, in terms of thesubstitution agreement amongst MSRDC, MIPL and certain lenders of MIPL (the MIPL Lenders), theMIPL Lenders have a right to substitute MIPL with another contractor for the Mumbai Entry PointsProject, with the approval of MSRDC, on the occurrence of any material breach on MIPLs part tocomply with the terms of the Mumbai Entry Points Contract or any material default on MIPLs part tomake payments under the financing documents for the Mumbai Entry Points Project.

Whilst we are entitled to receive compensation from MSRDC in the event of an early termination, thereis no assurance that we would be able to recover the amounts invested by us entirely. An earlytermination of the Mumbai Entry Points Contract by MSRDC would materially adversely affect our

business, results of operations and financial condition. For details regarding the Mumbai Entry PointsContract, see the section Description of Certain Key Contracts on page 179.

Further, the revenue that we generate from the Mumbai Entry Points Project may reduce on account ofdifferent factors including fall in traffic volume. Any substantial reduction in the revenue from theMumbai Entry Points Project would have an adverse impact on our business, results of operation andfinancial condition.

3.

Our business is substantial ly dependent on our abili ty to accurately for ecast tr aff ic volumes for our

projects. Any mater ial decrease in the actual traf fi c volume as compared to our forecasted traff ic

volume could have a material adverse effect on our cash f lows, resul ts of operati ons and fi nancial

condition.

When preparing our tender for a toll collection or OMT project, we need to forecast the traffic volumefor the road in order to estimate our expected revenue over the period of the contract and to arrive at thebid amount. In such instances, if the traffic volume is less than our forecasted traffic volume, the revenuefrom such toll collection or OMT project may be lesser than expected and may lead to losses or lowerthan expected profits on such contract. Whilst we have an experienced traffic survey team which hasconducted surveys on various national highways, state highways, expressways, bypasses and bridges,forecasting of traffic volumes cannot be made with certainty and we cannot assure you that our forecastswill be accurate. Traffic volumes may be affected by various external factors beyond our control,including:

toll rates;

fuel prices in India;

the affordability of automobiles;

location of the toll road projects;

the quality, convenience and travel time on alternate routes outside our network;

cost, convenience and availability of alternate means of transportation, including rail networksand air transport;


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the level of commercial, industrial and residential development in areas served by ourprojects;

growth of the Indian economy;

adverse weather conditions; and

seasonal holidays.

Traffic volumes are also influenced by the convenience and extent of a toll roads connections with otherparts of the local and national highway and toll road network. There can be no assurance that futurechanges affecting the road network in India, through road additions and closures or through other trafficdiversions or redirections, or the development of other means of transportation, such as air or railtransport, will not adversely affect traffic volume on our toll roads. In the event that we experience asignificant decrease in traffic volumes on our toll roads, we will experience a decrease in our revenues,profitability, cash flows, financial condition and the results of operations all of which may be materiallyand adversely affected.

Further, a substantial majority of our contracts do not contain any restrictions on the Government frombuilding or upgrading competing roads and such roads may not necessarily be subject to payment of toll.

While our OMT contracts with NHAI have non-compete provisions with respect to roads to beconstructed by the NHAI and any other government instrumentality for the term of the contract, theserestrictions fall away if the traffic on the road exceeds pre-specified limits in any year. For furtherdetails, see the section Description of Certain Key Contracts on page 17 9. Competing road(s) or otheralternative modes of travel may have a significant adverse impact on the toll revenues of the relevantroad(s).

4.

Our business is substantiall y dependent on road projects in I ndia undertaken or awarded by

governmental authori ties and other entiti es funded by the Government of I ndia or State Governments

and we der ive almost all of our r evenues from contracts with a li mi ted number of government entit ies.

Any adverse changes in the Central or State Government pol icies may lead to our contracts being

for eclosed, terminated, restructured or renegotiated.

Our business is substantially dependent on road projects in India undertaken or awarded bygovernmental authorities and other entities funded by the Government of India or State Governments.We currently derive almost all of our revenues from contracts with a limited number of governmententities. These include NHAI, MSRDC, RIDCOR, RSRDC, MJPRCL and HRBC. During Fiscal 2014,Fiscal 2013 and Fiscal 2012, revenue earned from contracts with NHAI and MSRDC jointly accountedfor 82.35%, 86.37% and 85.32%, respectively, of our total revenue on a consolidated basis. There can beno assurance that the Government of India or the State Governments will continue to place emphasis onthe road infrastructure sector. In the event of any adverse change in budgetary allocations forinfrastructure development or a downturn in available work in the road infrastructure sector or de-notification of toll collection resulting from any change in government policies or priorities, our businessprospects and our financial performance, may be adversely affected.

The contracts with Government entities may be subject to extensive internal processes, policy changes,Government or external budgetary allocation and insufficiency of funds which may lead to lower numberof contracts available for bidding or increase in the time gap between invitation for bids and award of thecontract. So long as Government entities are responsible for awarding contracts to us and are a criticalparty to the development and ongoing operations of our projects, our business is directly andsignificantly dependent on projects awarded by them. With reference to projects where our bids havebeen successful, there may be delays in award of the projects and/or notification of appointed dates,which may result in us having to retain resources which remain unallocated, thereby adversely affectingour financial condition and results of operations.

Any adverse changes in the Government of India or State Government policies may lead to our contracts


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being foreclosed or terminated. For example, the Maharashtra Government recently closed down 44 tollplazas in Maharashtra awarded to various toll contractors under privatization projects which includedone of our Long Term Projects for collection of toll at Nagzari for a period of 156 weeks until September2015. There is no assurance that the Government will not close down any more toll plazas in the future.In the event that the Central or any State Government closes down toll plazas belonging to any of ourprojects, there can be no assurance that we will recover the costs incurred in undertaking the project,including payments made to the respective authority, which may lead to an adverse effect on ourbusiness, prospects, cash flows and financial condition. Adverse changes in Government policies mayalso lead to our contracts being restructured or renegotiated, resulting in, amongst others, change in thescope of our work under such contracts. We cannot assure you that we would be able to recover the costassociated with undertaking any such additional work which was not contemplated at the time ofentering into the contracts. Further, adverse changes in the Government of India or State Governmentpolicies may also materially and adversely affect our financing, capital expenditure, revenues,development, cash flows or operations relating to our existing projects as well as our ability toparticipate in competitive bidding or bilateral negotiations for our future projects.

Additionally, we may be restricted in our ability to, among other things, increase toll rates, sell ourinterests to third parties, contract with certain customers or assign our rights or obligations under ourcontracts to any person. These restrictions may limit our flexibility in operating our business, whichcould have an adverse effect on our business, prospects, results of operations, cash flows and financial

condition.5.

We are presentl y in breach of certain covenants in some of our f inancing agreements and any

material adverse action taken by the lenders in connection with such breaches may have a material

adverse effect on our business, resul ts of operation and fi nancial condi tion.

We are presently in breach of certain covenants under some of our financing agreements. These includepayment delays for amounts due, delays or defaults in sending information and reports to lenders, failureto maintain certain financial covenants, failure to create security as per the financing documents,undertaking certain activities (such as investments, by way of equity or debt, in our Subsidiaries andallotment of Equity Shares to our Corporate Promoter, ITIPL) without the prior consent of the lendersand failure to undertake certain activities required under our financing agreements (for instance,constitution of certain committees). The breach of such covenants, in most instances (whether upon aservice of notice by the lender or otherwise), constitutes an event of default under the relevant facilities

and entitles the respective lenders to enforce remedies under the terms of the respective financingagreements.

We have not currently applied to our lenders for waivers in respect to these breaches. We cannot assureyou that such lenders will not seek to enforce their rights in respect of any breaches under the financingagreements. Further, such breaches and relevant actions by the respective lenders could also triggerenforcement action by other lenders pursuant to cross-default provisions under certain of our financingagreements.

If the obligations under any of our financing agreements are accelerated, we may have to dedicate asubstantial portion of our cash flow from operations to make payments under the financing documents,thereby reducing the availability of cash for our operations. In addition, the lenders and/or the securitytrustees may enforce their respective security interest in certain of our assets. Further, during the periodin which we are in default, we may face difficulties in raising further loans. Any future inability tocomply with the covenants under our financing agreements or to obtain the necessary consents requiredthereunder may lead to termination of our credit facilities, levy of penal interest, acceleration of allamounts due under such financing agreements and enforcement of any security provided. Any of thesecircumstances would have an adverse effect our business, results of operation and financial condition.


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6.

I ncrease in toll rates is governed by the terms of the respective contracts. We do not have the right to

increase toll rates that are charged at our proj ects and we cannot assure that such i ncreases would be

suf f icient to meet i ncreased costs associated with such proj ect.

The toll rates that we are permitted to charge with respect to a project is governed by the terms of thecontract for the project and is subject to escalation over the life of the project based on a mechanism setforth in the contract or on notifications issued by the competent authority. For our OMT projects withNHAI, annual revision in toll rates is linked to variation in the Wholesale Price Index, which makes itdifficult to predict the total estimated tolling revenue from the project. For our Mumbai Entry PointsProject and the Phalodi Ramji Project, the increases in toll rates are pre-fixed. Further, for our ShortTerm projects as well as the Phalodi Ramji Project, the Solapur IRDP Project and the Vidyasagar SetuProject, an increase in the toll rates would result in a proportionate increase in the amount payable by usto the authorities. If the increases in tolls do not keep pace with increases in costs of materials and labourfor maintaining and operating the project or increases in interest rates payable on the loan or loans for theproject, it could have a material adverse effect on our results of operations and financial condition.

7.

Al l our cur rent contracts are awarded to us by government or government backed enti ties and may be

terminated upon the occur rence of any for ce majeure events or in the event of any defaul t on part of

either party. We may not receive any compensation on account of any such termination or the amount

of compensation we receive may be less than our expected prof it fr om the contract or the value of the

loan we have taken for the project. We are also requi red to indemni fy such author i ties under the

terms of our contracts.

All our current contracts are awarded to us by governments or government-backed entities. One of thestandard conditions in contracts awarded by governments or government-backed entities is that thecontract is liable to be terminated upon occurrence of force majeure events including act of God, war,flood, earthquake, epidemic and certain other political events such as change in law, expropriation ofrights of the contractor or unauthorised revocation of license and permits required to perform theobligations under the contract. Furthermore, we may be subject to loss of revenue and profit on accountof any force majeure events affecting our projects. For instance, we have incurred loss of revenue fromHyderabad Bangalore Project on account of agitation in Seemandhra/Telengana region and have incurredloss of revenue from the Madurai Kanyakumari Project on account of a temporary injunction from HighCourt of Madras on collection of toll from certain vehicles. Whilst we have made claims against NHAI,

there is no assurance that we will receive such compensation claimed, or that the amount ofcompensation we receive will be adequate to compensate the loss of revenue incurred by us.

In addition, authorities retain certain rights to terminate the contract prior to the expiration of the contractperiod in the event of any failure on our part to comply with the terms and conditions of the contract. Wemay not be entitled to any compensation at all for such early termination of contract by the authority onaccount of our breach of the terms and conditions of the contract. Additionally, while we have a right toterminate the contract in case of certain defaults on part of the authority as prescribed under therespective contract, for some of our contracts, we are not entitled to any termination payment on accountof the authoritys default. Further, even in cases where we are entitled to termination payment, upontermination due to an event of default by the authority, there is no assurance that the compensationamount we may receive will be sufficient to cover operation and maintenance costs already incurred byus in respect of the projects. Furthermore, any such early termination would result in us not being able to

earn the profit that we had estimated at the commencement of the project.

We have made upfront payments to the authorities under some of our contracts and there is no assurancethat we would be able to recover the entire upfront payment made by us in the event of an earlytermination of the contract by the relevant authority on account of our breach of the terms and conditionsof the contract. For instance, in case of our Mumbai Entry Points Contract, we are entitled to 90% of thedebt due less insurance cover, in the event of a breach of the terms of the contract by us.

Further, under some of our OMT contracts, we are liable for any defects in the project even after thetermination of the contract. For instance, in terms of the contract dated October 25, 2010 with MSRDC


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for the Baramati Project, we are liable for all defects and deficiencies in the project for a period of threeyears after termination of the contract. Any liability arising from such defects and deficiencies may forceus to incur additional expenditure which may impact our profitability. Further, for some of our projects,lenders have a right to substitute us with another contractor, with the approval of the authority, on theoccurrence of any material breach on our part to comply with the terms of contract for the project or anymaterial default on our part to make payments under the financing documents, which is not cured withinthe specified cure period.

Whilst we may receive payments for early termination on account of force majeure events, the amountreceived may be less than the amount of profit we would have made had we retained the right to operatethe project until the end of the contract period. The amount of compensation we receive may also be lessthan the outstanding loan on the project. Additionally, we are required to indemnify such authorities forany loss caused to them due to our act or omissions, or those of our sub-contractors. Therefore, thetermination of a contract prior to the expiration of the contract period by the authority or the enforcementof the indemnity provided by us may have a material adverse effect on our results of operations andfinancial condition. Such early termination, on account of breach of contract or an event of default by us,may also have adverse effects on our brand value and credibility which may impact our ability to bid forand be awarded future contracts and may result in us being blacklisted by the authorities and beingprohibited from bidding for future contracts.

8.

We may be subject to penalti es in case we do not comply wi th the terms of our contracts and in certain

cases our ri ghts to collect tol l under the contr act may be suspended by the authori ty.

In terms of the contracts awarded to us for our projects, we are subject to penalties, including penalinterest, in the event of a failure on our part to perform our obligations or comply with the terms of suchcontracts including charging tolls at a rate above the rates prescribed in the contract or delay in makingpayment of installments to the authority or non performance of any maintenance or repair work or failureto fulfill conditions precedent. The amount of penalty is governed by the terms of the contract and incertain cases the quantum of penalty is calculated based on the amount involved in the breach. Further,the authority has the right to encash the performance security submitted by us in the event of a failure onour part to comply with the terms of the contract and we are required to replenish the performancesecurity in such cases. Under some of our contracts, the authority also has the right to terminate thecontract together with forfeiture of performance security, in the event of a failure on our part to rectify

any default within the specified period. We have been subject to penalties (including payment of penalinterest) in the past for failure to comply with the terms of our project contracts. We have received aletter dated September 15, 2014 from NHAI claiming a penalty of ` 155.52 million for delay incommencement of operation of the Madurai Kanyakumari Project. We have also received a letter datedSeptember 19, 2014 from NHAI claiming a penalty of ` 19.76 million claiming delay in compliance withvarious provisions of our concession agreement with NHAI for the Hyderabad Bangalore Project. Whilstwe believe, and have claimed so in our responses to NHAI for both the aforementioned letters, that thedelay in commencement of operation and compliance with other conditions is due to delays made byNHAI, there is no assurance that we would not have to pay the penalty claimed by NHAI. Further, therecan be no assurance that we will not be subject to such other penalties in the future. Any significantpenalty being imposed on us in the future may affect the profits that we earn from our projects and mayhave a material adverse effect on our results of operations, financial condition and reputation.

Further, under the contracts for our OMT projects with NHAI, NHAI has the right to suspend our right tocollect toll for a period of up to 120 days in the event of any default on our part. We will not be entitledto collect any toll as a consequence of the suspension which will affect our revenue from the projectduring such suspension period. Further, if the cause of suspension is not rectified and the suspension hasnot been removed by the end of the 120 day period, the contract is deemed to be terminated by mutualagreement. In the event of any such suspension of rights by NHAI or any consequent termination of ourcontract, our results of operations, financial condition and reputation may be adversely affected.


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9.

We may be unabl e to obtain adequate compensation and may face loss of revenue and prof it on

account of non-fulf il lment of obligations by author iti es under project contracts.

In terms of the contracts that we enter into with various authorities for our projects, the authorities arerequired to fulfill certain obligations including providing support to us in carrying out the activitiescontemplated under the project contracts. For example, under our OMT contracts with NHAI, NHAI hasthe obligation, inter alia, to maintain the highway before it is handed over to ensure safe operation and toensure that no government instrumentality constructs any alternate or competing roads to the highwaythat has been awarded to us for collection of toll under the project. Any failure on the part of theauthorities to fulfill their obligations may result in loss of our revenue and profit generated from theproject. Whilst we are entitled to compensation in case of breach or non-fulfillment of obligations by theauthority, there is no assurance that we will be able to receive such compensation in a timely manner, orthat such compensation will be adequate to cover the loss of revenue incurred by us. For example, ourSubsidiary, MEP CB incurred loss of revenue during Fiscal 2014 due to non-fulfillment by NHAI of itsobligations under the MEP CB Concession Agreement. MEP CB has claimed a sum of ` 643.40 millionas compensation from NHAI on account of loss of revenue. Further, we have filed a writ petition againstNHAI and others before the High Court of Delhi in relation to validity of the fee notification for theChennai Bypass Project and non-fulfillment by NHAI of its obligations under the MEP CB ConcessionAgreement. Pursuant to the order dated June 11, 2014 passed by the High Court of Delhi, NHAI issued aletter dated August 4, 2014 permitting MEP CB to construct five additional toll booths on the Chennai

Bypass section. The High Court of Madras issued an interim injunction against setting up of the fiveadditional toll plazas on the Chennai Bypass section, videorder dated August 11, 2014 pursuant to a writpetition filed against the letter issued by NHAI. For further details please see the section OutstandingLitigation and Material DevelopmentsMEP CBLitigation against MEP CB on page 463. However,at the subsequent meeting of the 3CGM Amicable Settlement Committee of NHAI held on August 26,2014, it has been agreed that MEP CB shall be permitted to set up additional toll booths at five locationsto prevent toll evasion and that MEP CB can adjust the loss in revenue, as assessed by an independentengineer, against the outstanding concession fee payable to NHAI. However, in the event that the loss ofrevenue as assessed by the independent engineer is higher than the outstanding concession fee payable toNHAI, it has been agreed that MEP CB shall forego such loss in revenue. For further details, see thesection Outstanding Litigation and Material Developments MEP CB Litigation by MEP CB onpage 463. There is no assurance that the assessment by the independent engineer would be completed ina timely manner. Further, in the event that the loss in revenue, as assessed by the independent engineer is

higher than the outstanding concession fee payable to NHAI, we would not be able to recover our lossfully. Any non-fulfillment of obligations by the authorities in the future resulting in a loss of revenuewould have adverse effects on our results of operations and financial condition.

10. We have a substanti al amount of indebtedness, which requi res sign if icant cash f lows to service such

debts and wil l continue to have substantial indebtedness and debt service obligati ons fol lowing the

I ssue. Certain r estr icti ve covenants in r elati on to this indebtedness limi t our abi li ty to operate fr eely

and our i nabil ity to meet our obl igati ons could adversely affect our business and resul ts of operations.

As of August 31, 2014, our Company had a total secured indebtedness (including interest, liquidateddamages and other charges but excluding interest accrued but not due) of ` 32,416.06 million (fundbased) and 3,930.11 million (non fund based) on a consolidated basis and ` 2,106.21 million (fundbased) and 1,880.23 million (non fund based) on a standalone basis. For details, see the section

Financial Indebtedness on page 430. We may incur additional indebtedness in the future.

Our contracts may require us to make substantial upfront payments and/or provide bank guarantees tothe relevant authorities. We intend to finance a substantial majority of the upfront payments with thirdparty debt. There can be no assurance that third party debt would be available to us when we require thesame. Further, our ability to meet our debt service obligations and repay our outstanding borrowings willdepend primarily on the revenues generated by our business. We cannot assure you that we will generatesufficient revenues to service existing or proposed borrowings or fund other liquidity needs. Increasingour level of indebtedness also has important consequences to us such as:


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increasing our vulnerability to general adverse economic, industry and competitive conditions;

limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and

limiting our ability to borrow additional funds.

Our financing agreements contain certain restrictive covenants and events of default that limit our abilityto undertake certain types of transactions, which may adversely affect our business and financialcondition. Further, we provide bank guarantees to secure obligations under the respective contracts forour projects. If we are unable to provide sufficient collateral to secure the bank guarantees orperformance bonds, our ability to enter into new contracts could be limited. We may not be able tocontinue obtaining new bank guarantees and performance bonds in sufficient quantities to match ourbusiness requirements. Many of our financing agreements also include various conditions and covenantsthat require us to obtain lender consents prior to carrying out certain activities or entering into certaintransactions. These financing agreements also require us to maintain certain financial ratios. Covenantsunder our financing agreements include restrictions on:

alteration of our capital structure in any manner;

formulation of any scheme of amalgamation or reconstruction;

creating a lien beyond a specified limit over our equity interest in the entities that are operating ourprojects or on hypothecated assets or any part thereof;

making certain restricted payments (including declaration of dividend for any year except out of profitsfor the year and after meeting the banks obligations);

prepaying any indebtedness prior to its maturity date;

making capital expenditure, unless certain conditions are satisfied;

incurring additional indebtedness;

undertaking any guarantee obligations on behalf of any other person;

undertaking sale or other disposition of assets;

making drastic changes to management set-up and alteration in the constitution of our Company;

undertaking change or expansion in scope of business; and

entering into certain transactions such as reorganisations, amalgamations and mergers.

Further, under the terms of certain financing agreements entered into by us or our subsidiaries, pledgehas been created, in favour of the lenders, over all existing and future assets of the respective entities that

are operating the projects for which financing has been availed. Such pledge may be invoked by thelenders in the event of defaults under the respective financing agreements.

Failure to meet the conditions listed above or obtain consents from lenders as may be required, couldhave significant consequences for our business. Further, our future borrowings with respect to ourprojects may contain similar restrictive provisions. Most of our financing arrangements are secured byour movable and immovable assets. Our accounts receivables are subject to charges created in favour ofspecific secured lenders. Further, certain shares held by our Company in its Subsidiaries are pledgedwith the lenders in terms of our financing agreements. Some of our financing agreements stipulatecreation of escrow account to which our revenue from the relevant project is deposited with defined


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outflows from such escrow account. The amounts deposited in the escrow account can be appropriatedonly in accordance with the relevant escrow agreement which restricts our ability to utilise the revenuefrom such projects in the manner we desire.

In the event we are required to refinance any part of our debt upon or prior to maturity, there can be noassurance that we would be able to obtain such refinancing for debt on commercially reasonable terms,or at all. Additionally, if we fail to meet our debt service obligations, covenants or approvals toundertake certain transactions provided under the financing agreements, the relevant lenders coulddeclare us in default under the terms of our agreements, accelerate the maturity of our obligations,terminate existing credit facilities, take over the financed project and/or trigger cross-defaults undercertain of our other financing agreements. We cannot assure you that, in the event of any suchacceleration or cross-default, we will have sufficient resources to repay these borrowings. Further, if wedefault on our obligations under our financing agreements, then the relevant authority granting us theproject also, in certain instances, has the option to terminate the contract without paying us anycompensation and we may have to make arrangements to repay the outstanding debt to our lenders. Ourfailure to meet our obligations under the debt financing agreements could have an adverse effect on ourbusiness and results of operations. For further details, see the section Financial Indebtedness on page430.

11. I n terms of certain fi nancing arrangements entered in to by our Company and Subsidiar ies, we requir e

consents from the lenders for undertaking certain corporate actions, including for undertaking

activi ties in relati on to the Issue, all of which have not been obtained as on date. Any fail ure to obtain

such consents will resul t i n a defaul t under the terms of the relevant fi nancing documents.

Our Company and Subsidiaries have availed loans pursuant to various financing agreements entered intowith the lenders. In terms of these financing documents, our Company and our Subsidiaries are requiredto obtain consents from the lenders for certain actions, including, inter alia, undertking the Issue, makinginvestments in our Subsidiaries for prepaying loans including those proposed to be prepaid from the NetProceeds. Whilst we have applied to the lenders for consent to prepay the loans mentioned in the sectionObject of the Issue, our Company has yet not obtained consentsfrom: (i) Allahabad Bank for investingthe Net Proceeds into MIPL for the purpose of prepaying the loans availed by MIPL; and (ii) CanaraBank for prepaying the loan availed by MIPL from Canara Bank which is proposed to be prepaid byutilising the Net Proceeds.

Additionally, our Company has allotted 11,494,250 Equity Shares to ITIPL, our Corporate Promoter, onMay 28, 2014. Our Company has made applications to four lenders whose consent was required toundertake such allotment, in terms of the respective financing documents. However, our Company is yetto receive consents from three of the lenders to whom such applications were made.

There is no assurance that we will be able to obtain the outstanding consents, as mentioned above, in atimely manner or at all. Failure to obtain any of the required lender consents may constitute a breach ofthe terms of the relevant financing documents. Any default under the financing documents may enablethe relevant lender to cancel any outstanding commitments, accelerate the repayment and enforce theirsecurity interests. If our obligations under any of the financing documents are accelerated, our financialcondition and operations could materially and adversely be affected.

12.

Rising in terest r ates could r educe the prof itabil ity of our projects and aff ect our resul ts of operationsand fi nancial condition.

Substantially all of our indebtedness is on a floating interest rate basis and our projects, involvingsubstantial upfront payments, involve a substantial debt component. Accordingly, the profitability of ourprojects is affected by, among other things, the prevailing interest rates. Changes in prevailing interestrates affect our interest expense in respect of our borrowings and our interest income in respect of ourinterest on short term deposits with banks. Most of our current debt facilities carry interest at floatingrates with the provision for periodic reset of interest rate spread. For Fiscal 2014, Fiscal 2013 and Fiscal


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2012, payment on account of finance cost amounted to 30.62%, 28.92% and 33.13%, respectively, of thetotal revenue of our Company on a consolidated basis.

From March 31, 2011 to March 31, 2012, 2013 and 2014, the repo rate prescribed by the RBI increasedfrom 6.75% to 8.50%, 7.50% and 8.00%, respectively. (Source: www.rbi.org.in)

A further increase in interest rates (or the current high interest rate environment not changing) may havean adverse effect on our results of operations and financial condition. While we could consider re-financing the loan or hedging interest rate risks in appropriate cases, there can be no assurance that wewill be able to do so on commercially reasonable terms, that our counterparties will perform theirobligations, or that these agreements, if entered into, will protect us adequately against interest rate risks.Further, if such arrangements do not protect us adequately against interest rate risks, they would result inhigher costs.

13.

Our Join t Statutory Auditors have included certain statements in relation to matters specif ied in the

Companies (Auditors Report) Order, 2003, in the annexure to the audit report on our Restated

Standalone Financial I nformation.

In connection with the audits of our financial information, our Auditors have noted certain statementswith respect to certain matters specified in the Companies (Auditors Report) Order, 2003, as amended, in

the annexures to their audit reports for Fiscal 2014, Fiscal 2013, Fiscal 2012, Fiscal 2011 and Fiscal2010. Such statements note that there were instances of (i) delays in payment of wealth tax during Fiscal2012, 2011 and 2010; (ii) slight delays in depositing provident fund, employees state insurance, incometax and sales tax dues and major delays in depositing works contract tax and interest on delayed paymentof TDS during Fiscal 2013 and Fiscal 2014; (iii) delay in certain required prepayment of loans duringFiscal 2013; and (iv) delay in repayment of principal dues to certain lenders during Fiscal 2014. Fordetails of certain statements / comments that do not require any adjustment in the Restated StandaloneFinancial Information, see the section Financial Statements- Annexure IVB (Clause 5) on page 264. Ifany such qualifications/reservations or observations are included in the auditors report for our financialinformation in the future, the trading price of the Equity Shares may be adversely affected.

14.

We have over 3,700 employees and over 1,100 indi viduals employed on contract basis. We are subject

to r isks relating to employee retention and management, especial ly those operating our toll plazas.

We are dependent on our large workforce for the operation of our projects and as of August 31, 2014, wehad 3,798 employees, of which 3,518 employees were engaged as toll operational staff. We currentlyhave operations in nine states and a culturally diverse workforce, which creates challenges in employeeretention and management. The rate of attrition of our toll operational staff has historically been highowing to various factors beyond our control, including a comparatively more comfortable workingenvironment at other work places such as shopping malls and logistics parks. We, however, havehistorically faced very low attrition at middle and top management levels. In this context, at levels facinghigh attrition, we employ various options to retain employees such as increasing salary levels. Inaddition, we use contract labour from time to time to for ancillary services at different toll plazas. Forinstance, as of August 31, 2014, we had 1,132 individuals employed on contract basis, who have beenhired through various agencies. If the attrition rate increases substantially in the future and if we areunable to maintain our workforce at the minimum required levels, our ability to operate our projects may

be adversely affected and will be in breach of our contractual obligations. Further, if we are forced tomaterially increase our compensation levels to retain such workforce, it may lead to material additionalcosts, leading to an adverse impact on our profitability, results of operations and financial condition.

15. Our resul ts of operati ons could be adversely af fected by str ikes, work stoppages or i ncreased wage

demands by employees, as well as due to unavailabil ity of a suf f icient pool of contract l abour.

Our employees are currently not represented by any labour union. Whilst we have not faced any strikesor material work stoppages in the past and consider our current labour relations to be satisfactory, therecan be no assurance that future disruptions will not be experienced due to disputes or other problems


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with our work force, which may adversely affect our business and results of operations. We use contractlabour from time to time to for ancillary services at different toll plazas and as of August 31, 2014, wehad 1,132 individuals employed on contract basis, who have been hired through various agencies. Ifsufficient pool of contract labour is not available, our business and results of operations may beadversely affected.

16. Failu re to achieve fi nancial closure withi n a stipul ated peri od of time for our fu ture OMT projects

would attract penalty and may also lead to termi nation of the contract.

The terms of our contracts for our OMT projects, require us to achieve financial closure for the projectswithin a stipulated period from the date of signing of the contract or the date of the letter of acceptance,as the case may be. If we are unable to achieve financial closure within the stipulated period, then thecontract contemplates payment of damages to the relevant entity. For instance, the entire bid securityamount paid by us may be appropriated as damages by the relevant entity, in the event of our failure toachieve financial closure within the specified time. The contracts for our OMT projects also provide thatin the event the financial closure is not achieved within the stipulated date or the extended date, thecontract shall be deemed to have been terminated by mutual consent of the parties. The contracts that wemay enter into in future may have similar or more stringent terms. We cannot assure you that we will beable to achieve financial closure in time or at all for our future projects. Any delay in achieving financialclosure could result in us having to pay damages as per the terms of the contract or the contract being

terminated in accordance with its terms, thereby adversely affecting our financial condition, cash flowsand results of operations.

17.

Failu re to provide perf ormance securi ty may result in for feitur e of bid securi ty or earnest money

deposit and terminati on of the relevant toll ing contract thereby aff ecting our results of our operati ons,

fi nancial condition and our prospects.

We are required to deliver a performance security to the authority in terms of the contract entered intowith the authority and are also required to ensure that the performance security is valid and enforceableuntil the expiry of the contract or until we remedy any defects during the defects liability period or untilsuch other period as is stipulated under the relevant contract. If we are not able to provide/extend theperformance security within the stipulated period with respect to the project, then the relevant contractmay be terminated and the bid security or the earnest money deposit provided can be encashed, which

could have a material adverse effect on our prospects. It may also result in us being blacklisted by theauthority affecting our ability to bid for future tenders or secure future contracts with the authority.Further, the authority has the right to encash the performance security submitted by us in the event of afailure on our part to comply with the terms of the contract and we are required to replenish theperformance security in such cases. Any failure on our part to replenish the performance security withinthe stipulated period may result in the contract being terminated which could have a material adverseeffect on our business and results of operations.

18. Most of our long-term projects are held th rough our Subsidiar ies and are subject to r estri ctions (with

respect to disposit ion of shares held by us in such Subsidiar ies whi ch are implementi ng the proj ects),

and we are liable for acts done by such Subsidiar ies un ti l such proj ects achieve their commercial

operation date.

Our Long Term projects; except the ITEL Project, Kalyan-Shilphata Project and Mahua-Hindaun-Karauli Project; are held through our Subsidiaries. For details, see the section Our Business on page145. Such Long Term projects held through our Subsidiaries, which are also our material projects,contributed 57.36%, 29.79% and 33.29% of our total revenue on a consolidated basis for Fiscal 2014,Fiscal 2013 and Fiscal 2012, respectively. Under the terms of the contracts for our OMT projects withNHAI, we are required to retain (along with other consortium members) 51% of the share capital of theSubsidiary operating the project, for the contract period and any change of control over such Subsidiary(which, under the OMT contracts with NHAI, includes transfer of legal/beneficial ownership or controlover 15% of the equity of such entity) requires the prior approval of the authority concerned. OurCompany has entered into a share purchase agreement dated November 29, 2013 with IEPL and MEP


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HB for purchase of 4,790 equity shares, constituting 47.90% of MEP HB from IEPL. MEP HB has madean application dated August 20, 2013 to NHAI for such transfer and this consent has not been receivedas on the date of this Draft Red Herring Prospectus. MEP CB has also made an application datedSeptember 21, 2013 to NHAI for transfer of 4,900 shares from our Company to MEP Toll Gates PrivateLimited and this consent has not been received as on the date of this Draft Red Herring Prospectus.Under the Mumbai Entry Points Contract, our Company is required to hold a minimum of 26% of theshare capital of MIPL during the contract period. Such restrictions may adversely affect our ability toraise funds, if necessary, by selling a substantial stake or effecting change of control in any of ourprojects. Any delay or failure to obtain approval of the authority may result in a delay in execution of ourgrowth plans and may in turn have an adverse effect on our business.

Further, under the terms of the OMT contracts with NHAI, our Company (as a member of theconsortium which was awarded the bid) is liable for all acts of such subsidiary until the commercialoperation date for that project is achieved. Furthermore, under the contract for the Solapur toll collectionproject, while the rights and benefits accorded to our Company have been assigned to the relevantSubsidiary undertaking the project, our Company continues to be responsible to MSRDC for all theliabilities under the contract. In the event of insolvency and consequent winding up of any suchSubsidiary, our Companys claims to the assets of such Subsidiary, as a shareholder, would remainsubordinated to claims of lenders or other creditors. Similarly, if any liability for any acts of ourSubsidiary crystallizes upon us, it could have a material adverse effect on our results of operations,

financial condition and cash flows.

19. We der ive substantial porti on of our total r evenue on a consoli dated basis fr om Short Term projects

which ar e termi nable unil ateral ly by the authori ties without assigni ng any reason.

Out of the 23 ongoing toll collection projects operated by us, 16 are Short Term Projects. A substantialportion of our total revenue on a consolidated basis is derived from our Short Term projects whichaccounted for 37.52%, 67.70% and 60.83% of our total revenue on a consolidated basis for Fiscal 2014,2013 and 2012, respectively. All our Short Term Projects are terminable by the authorities withoutassigning any reason. There is no assurance that we would receive any compensation on account of suchearly unilateral termination of these short term contracts or that the compensation so received shall besufficient to cover the cost incurred or to fulfill any debt obligation for such project. Any such earlytermination may result in us losing the cost incurred by us for operating such projects and may lead to

losses or lower than expected profits on such contracts.

Further, there is no assurance that we will be able to obtain re-award of these Short Term projects uponexpiry of the contract period. Failure to obtain re-award of the Short Term projects could adverselyaffect our business and financial condition.

20. Our Companys ability to pay dividends in the future will depend on our future earnings, financial

conditi on, cash f lows and capital expenditu re and there is no assurance that our Company wi ll be able

to pay dividends in the futur e.

Our Company has not declared any dividends in the last five years. For details of our Companysdividend policy, see the section Dividend Policy on page 255. Our Companys ability to pay dividendsin the future will depend on various factors including our earnings, financial condition and capital

requirements and that of our Subsidiaries and the dividends they distribute to us. Our business modelinvolves substantial upfront (or periodic) payments to statutory authorities towards bids awarded to usand some capital expenditure (to the extent required for operation and maintenance purposes under ourOMT contracts and expenses of setting up tolling booths) and the recovery of the same (specially forlong term contracts) is spread over a number of years. There is no assurance that we would havesufficient profitability and cash flow to pay dividends to the Shareholders. Additionally, our Companysability to pay dividends is also restricted under certain financing arrangements. For details, see thesection Financial Indebtedness on page 430. There is no assurance that our Company will, or will havethe ability to, declare and pay any dividend in the near or medium term and our future dividend policy


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will depend on our capital requirements and financing arrangements in respect of our projects, financialcondition and results of operations.

Further, our Companys ability to pay dividend will depend on dividend payout and other distributionsfrom Subsidiaries. Any restriction on the Subsidiaries ability to make dividend pay outs or otherdistributions may adversely affect our results of operations.

21.

We face sign if icant competi tion and if we fai l to compete effectively it wi ll have an adverse effect on

our pr ospects.

We operate in a competitive environment. Some of our competitors may have greater financial resourcesthan us. Further, some of our competitors may be bigger than us in business volume and may havegreater financial capacity than us which enables them to undertake larger projects or to obtain betterfinancing arrangeme

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