MIRA INFORM REPORT

Report Date :

25.03.2014

IDENTIFICATION DETAILS

Name :	GAMMON INDIA LIMITED
Registered Office :	Gammon House, Veer Savarkar Marg, Prabhadevi, Mumbai – 400 025, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	15.06.1922
Com. Reg. No.:	11-000997
Capital Investment / Paid-up Capital :	Rs.275.000 Millions
CIN No.: [Company Identification No.]	L74999MH1922PLC000997
TAN No.: [Tax Deduction & Collection Account No.]	MUMG07937G
PAN No.: [Permanent Account No.]	AAACG3821A
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in Construction and Engineering and also engaged in Real Estate Development.
No. of Employees :	2982 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (29)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 68000000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Exist
Comments :	Subject is an established company having moderate track record. The company has incurred loss from its operational activities during the financial year 2013. However, trade relations are fair. Business is active. Payment terms are slow but correct. The company can be considered for business dealing with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – December 1, 2013

Country Name	Previous Rating (30.09.2013)	Current Rating (01.12.2013)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India’s current account deficit for the fiscal third quarter ended September 2013 narrowed to $4.2 billion or 0.9 % of the gross domestic product from $31.9 billion or 6.5 % of GDP a year earlier, thanks to a pick-up in exports and moderation in gold imports. Manufacturing activity and new orders in India showed their strongest growth in a year in February. The news comes as a relief after data showed Asia’s third largest economy grew by a slower-than-expected 4.7 % annually in the three months through December. The HSBC Manufacturing Purchasing Managers’ Index which gauges the business activity of India’s factories but not its’ utilities, rose to 52.5 in February, its highest in a year from 51.4 in January. Overall new orders for factory goods which rose to a one-year high of 54.9 contributed to the surge. China has emerged as India’s biggest trading partner in the current financial year replacing the United Arab Emirates and pushing it to the third spot. India-China trade has reached $49.5 billion with a 8.7 % share in India’s total trade. The US comes second at $46 billion with 8.1 % share during the first nine months of the current financial year.

The Reserve Bank of India has granted an additional nine months to the public to exchange currency notes printed before 2005 including Rs 500 and Rs 1,000 denominations, pushing the deadline to January 1, 2015. A day before dates for the Lok Sabha polls were announced, the government decided to hike interest rates on fixed deposit schemes offered by post offices up to 0.2 per cent. The new rates will be effective April, 1. The Supreme Court will resume hearing on March, 11 Nokia’s appeal against a ruling over transferring ownership of its local mobile phones plant which is the subject of a tax dispute to Microsoft Corp.

In the last days of the current Government, another scam has surfaced. The defence ministry has ordered a probe into Hindustan Aeronautics Limited’s contracts from Britain’s Rolls-Royce Holdings worth at least $ 1.2 billion. The Central Bureau of Investigation will look into allegations that over $80 million was paid in kickbacks in a deal signed in 2011. India has asked Boeing Co. to find a solution for problems with state-owned Air India’s 787 Dreamliners. The aircraft has experienced a series of malfunctions since its debut in 2011.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long Term Bank Facility = B
Rating Explanation	High risk of default
Date	20.03.2013

Rating Agency Name	CARE
Rating	Short Term Bank Facilities = A4
Rating Explanation	Minimal degree of safety and high credit risk.
Date	20.03.2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (EMPLOYEE PROVIDENT FUND) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED

Management non-cooperative (Tel. No.: 91-22-61114000 / 67444000)

LOCATIONS

Registered/Head Office :	Gammon House, Veer Savarkar Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India
Tel. No.:	91-22-66614000 / 24306761 / 24301084 / 6744 4000 (Extn : 4050)
Fax No.:	91-22-24300529 / 24300221 / 66614025
E-Mail :	gammon@gammonindia.com bv@gammonindia.com
Website :	www.gammonindia.com
Corporate Office :	Hamilton House, J. N. Heredia Road, Ballard Estate, Mumbai – 400 038, Maharashtra, India.
Factory :	Parbati Hydro Electric Project, Village and Post Office – Sainj, District Kullu, Himachal Pradesh, India Teesta Head Race Tunnel, Makha Post Singtam, District – East Sikkim – 737134, Kaiga Nuclear Power Project, Unit 3 and 4 Kaiga, District – Uttar Kannada - 581400, Karnataka, India Chennai Water Supply Augmentation Project, Plot No. 32, Chandran Nagar, CLC Works Road, Chromepet, Chennai – 600044, Tamilnadu, India Kalapakkam Reactor Building, Salai Street, Meyyur, Sadras, Kalpakkam – 603 102, Tamilnadu, India New Brahmaputra Bridge, Ward No. 1, Sadilapur – 781 012, Guwahati, India Prabatri H. E. Project – Stage – III, C/o. Bhagat Singh and Sons, VPO Larji, District – Kullu, Himachal Pradesh, India Sewa Hydroelectic Project Stage – II, Vill: Gatti, Po: Bani, Tehsil: Basoli, District: Kathua (Jammu and Kashmir), India Anji Khad Bridge Project, Post Granmore, Gita Nagar, District. Reasi – 182 311, Jammu, India DMRC Noida – BC 12 and BC 13, Adjacent to Noida Sarita Vihar Road, Plot No.4, Sector 94, Noida, Uttar Pradesh, India Bihar Corrindor – Phase II, Camp Madhubani, At Village and Post: Madhubani, (12 KM From Pratapganj, Via Pratapganj), District Surpoul, Bihar, India

DIRECTORS

As on: 31.03.2013

Name :	Mr. Peter Gammon
Designation :	Chairman Emeritus
Name :	Mr. 4Abhijit Rajan
Designation :	Chairman and Managing Director
Qualification :	B. Com L.S. E.
Date of Appointment :	17.05.1991
Name :	Mr. Rajul A Bhansali
Designation :	Executive Director / International Operations
Qualification:	Graduate (Chartered Accountant)
Date of Appointment:	30.03.2003
Name :	Mr. Digambar C. Bagde
Designation :	Executive Director / Deputy Managing Director / Transmission and Distribution Business
Name :	Mr. Parvez Umrigar
Designation :	Non- Executive Director
Name :	Mr. Chandrahas C. Dayal
Designation :	Non- Executive Director
Name :	Mr. Atul Dayal
Designation :	Non- Executive Director
Name :	Mr. Jagdish C. Sheth
Designation :	Non- Executive Director
Name :	Mrs. Urvashi Saxena
Designation :	Non- Executive Director
Name:	Mr. Atul Kumar shukla
Designation :	Non- Executive Director
Name:	Mr. Naval Cohudhary
Designation :	Non- Executive Director

KEY EXECUTIVES

Name :	Ms. Gita Bade
Designation :	Company Secretary and compliance
Tel No.:	91-22-66614050
E-Mail:	gsb@gammonindia.com

SHAREHOLDING PATTERN

As on: 31.12.2013

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	8189479	6.00
Bodies Corporate	36481240	26.73
Sub Total	44670719	32.73
(2) Foreign
Bodies Corporate	3086435	2.26
Sub Total	3086435	2.26
Total shareholding of Promoter and Promoter Group (A)	47757154	34.99
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	4820843	3.53
Financial Institutions / Banks	2682454	1.97
Foreign Institutional Investors	30908000	22.64
Sub Total	38411297	28.14
(2) Non-Institutions
Bodies Corporate	18825649	13.79
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 million	16019437	11.74
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	2619079	1.92
Any Others (Specify)	12867852	9.43
Foreign Nationals	168570	0.12
Overseas Corporate Bodies	4684720	3.43
Clearing Members	396560	0.29
Trusts	5825045	4.27
Directors & their Relatives & Friends	1034620	0.76
Office Bearer	84432	0.06
Non Resident Indians	673905	0.49
Sub Total	50332017	36.87
Total Public shareholding (B)	88743314	65.01
Total (A)+(B)	136500468	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	136500468	0.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in Construction and Engineering and also engaged in Real Estate Development.

GENERAL INFORMATION

Customers :

• Delhi Metro Rail Corporation Limited
• GAIL India Limited
• Godrej Properties
• Gorakhpur Infrastructure Company Limited
• Government of Andhra Pradesh
• Government of West Bengal
• Kosi Bridge Infrastructure Company Limited
• Ministry of Housing, Electricity and Water, Sultanate of Oman
• Municipal Corporation of Amritsar
• National Highway Authority of India
• National Hydroelectric Power Corporation Limited
• Nuclear Power Corporation of India
• Sabarmati River Front Development Corporation Limited
• Satluj Jal Vidhyut Nigam Limited

No. of Employees :

2982 (Approximately)

Bankers :

• Canara Bank
• Punjab National Bank
• Allahabad Bank
• ICICI Bank
• Syndicate Bank
• IDBI Bank
• Oriental Bank of Commerce
• Bank Of Baroda
• DBS Bank Limited

Facilities :

(Rs. In Millions)

Secured Loan

As on

31.03.2013

As on

31.03.2012

LONG TERM BORROWINGS

Non Convertible Debentures

Placed with Banks and Financial Institutions

2940.000

3740.000

Term Loans from banks

6151.200

951.700

SHORT TERM BORROWINGS

Loans repayable on demand

Cash Credit from Consortium Bankers

12987.600

5726.700

Other Loans and Advances

Buyers Credit

775.400

604.500

Other Loans and Advances

Short Term Loans

9765.600

13739.600

Total

32619.800

24762.500

NOTES:

LONG TERM BORROWINGS

Term and Condition of Term Loan :

Name of the Bank	Securities	Repayment Schedule
a) Bank of Maharashtra	Secured by hypothecation of Plant and Machinery, Specific Land and Building and other assets.	Monthly installments of Rs. 11.400 Millions each
b) IDBI Bank	Secured by hypothecation of Plant and Machinery, Specific Land and Building and other assets.	Monthly installments of Rs. 7.500 Millions each
c) Bank of Maharashtra	Secured by hypothecation of Plant and Machinery, Specific Land and Building and other assets.	Repayable on 18th, 21st and 24th month from the date of disbursement (27.03.2012)
d) Bank of Maharashtra	Secured by hypothecation of Plant and Machinery, Specific Land and Building and other assets.	Repayable in 54 equal installments of Rs. 6.500 Millions. Moratorium period of 6 months from date of 1^st disbursement i.e. 30.09.2012
e) United Bank of India f) Union Bank of India	Secured by Pari-passu charge of Commercial Property, 2nd charge on the present and future current assets with existing lenders and Personal Guarantee of Chairman and MD.	Repayable in 15 unequal quarterly installment, From Dec 2013 Onwards
g) Canara Bank	Secured by Pari-passu charges along with debenture holders of land parcel of Metropolitan Infra Housing Private Limited (MIPL) including Corporate Guarantee of MIPL, 2nd charge on Stock and Receivable of the Company.	Repayable in 12 unequal quarterly installment, From Mar 2013 Onwards.

The above mentioned loans carry an interest rate which is at a spread above / below the banks base rate or the banks prime lending rate or at a negotiated rate, the spread ranges from 50 to 300 bps.

Maturity profile of Term Loan :

(Rs. in Millions)

Period	31-Mar-2013	31-Mar-2012
1 - 2 years	1864.600	724.900
2 - 3 years	1864.600	136.900
3 - 4 years	1503.500	89.900
4 - 5 years	918.500	-
TOTAL	6151.200	951.700

Redeemable Non Convertible Debentures are secured by hypothecation of specific Plant and Machinery with pari passu charge by mortgage of immovable property in Gujarat.

(Rs. in Millions)

Repayment Terms	Interest Rate	31-Mar-2013	31-Mar-2012
Due for repayment at the end of 8th, 9th and 10th year from the date of allotment being 5th Sep, 2010	9.50%	500.000	500.000
Due for repayment at the end of 8th, 9th and 10th year from the date of allotment being 18th June, 2010	9.50%	500.000	500.000
Due for repayment at the end of 8th, 9th and 10th year from the date of allotment being 7th May, 2009	10.50%	740.000	740.000
Due for repayment at the end of 8th, 9th and 10th year from the date of allotment being 24th March, 2008	9.95%	500.000	500.000
Due for repayment at the end of 8th, 9th and 10th year from the date of allotment being 5th Aug, 2005	7.50%	-	500.000
Due for repayment at the end of 5th, 6th and 7th year from the date of allotment being 25th July, 2008	11.05%	1000.000	1000.000
TOTAL		3240.000	3740.000

Based on contractual terms, 7.50% debentures valuing Rs.50 Millions have been prepaid on 5th August, 2012.

For details of continuing defaults as at 31st Mar 2013, Refer Annexure 1.

SHORT TERM BORROWINGS

Cash Credit from Canara Bank Led Consortium are secured by charge over all the Company's Assets in India excluding Leasehold Property, Freehold Property and Plant and Machinery hypothecated to the Bankers and Financial Institutions under various asset financing schemes.

Cash Credit facility carries an interest rate of 100 to 275 bps above base rate. Other loans are at a spread above / below the banks base rate or bank prime lending rate or at a negotiated rate. The spread ranges from 50 to 300 bps. Loan from related party carries interest @ 12%.

Securities for Short Term Loan :

Name of the Bank	Securities
a) Bank of Baroda	Secured by Stock and Receivables of the Company
b) Export-Import Bank of India	Secured by Underlying Project Assets of the Company
c) IDBI Bank	Charge on movable fixed assets and Current Assets of the Company
d) DBS Bank	Charge on movable fixed assets and Current Assets of the Company
e) Syndicate Bank	Second Charge On Plant and Machinery of the Company
c) Uco Bank	Subservient Charge on movable fixed assets and Current Assets of the Company

Buyers Credit are secured by guarantee of consortium bankers.

Banking Relations :	--
Auditors :
Name :	Natvarlal Vepari and Company Chartered Accountants
Address :	Oricon House, 4th Floor, 12, K. Dubash Marg, Mumbai – 400023, Maharashtra, India
Tel. No.:	91-22-67527100
Fax No.:	91-22-67527101
E-Mail :	nvc@nvc.in
Subsidiaries :	Ansaldocaldai Boilers India Private Limited ATSL B.V., Netherland ATSL Infrastructure Projects Limited Associated Transrail Structures Limited, Nigeria Campo Puma Oriente SA Deepmala Infrastructure Private Limited Franco Tosi Hydro Private Limited Franco Tosi Turbines Private Limited Gactel Turnkey Projects Limited Gammon and Billimoria Limited Gammon Holdings (Mauritius) Limited Gammon Holdings B.V. Gammon Infrastructure Projects Limited Gammon International B.V. Gammon International FZE Gammon Power Limited Gammon Realty Limited Gammon Retail Infrastructure Private Limited Metropolitan Infrahousing Private Limited P.Van Eerd Beheersmaatschappaji B.V. Patna Water Supply Distribution Network Private Limited SAE Transmission India Limited Transrail Lighting Limited
Stepdown Subsidiaries :	Andhra Expressway Limited Aparna Infraenergy India Private Limited Birmitrapur Barkote Highway Private Limited Chitoor Infra Company Private Limited Cochin Bridge Infrastructure Company Limited Dohan Renewable Energy Private Limited Earthlink Infrastructure Projects Private Limited Franco Tosi Meccanica S.p.A. Gammon and Billimoria LLC Gammon Italy S.r.l. Gammon Logistics Limited Gammon Projects Developers Limited Gammon Renewable Energy Infrastructure Limited Gammon Renewable Energy Private Limited Gammon Road Infrastructure Limited Gammon Seaport Infrastructure Limited Ghaggar Renewable Energy Private Limited Gorakhpur Infrastructure Company Limited Haryana Biomass Power Limited Indori Renewable Energy Private Limited Jaguar Projects Developers Limited Kasavati Renewable Energy Private Limited Kosi Bridge Infrastructure Company Limited Lilac Infrastructure Developers Limited Marine Projects Services Limited Markanda Renewable Energy Private Limited Mormugao Terminal Limited Mumbai Nasik Expressway Limited Pataliputra Highway Limited Patna Buxar Highways Limited Patna Highway Projects Limited Pravara Renewable Energy Limited Preeti Township Private Limited Rajahmundry Expressway Limited Rajahmundry Godavari Bridge Limited Ras Cities and Townships Private Limited SAE Powerlines S.r.l. Satluj Renewable Energy Private Limited Sidhi Singrauli Road Project Limited Segue Infrastructure Projects Private Limited Sikkim Hydro Power Ventures Limited Sirsa Renewable Energy Private Limited Tada Infra Development Company Limited Tangri Renewable Energy Private Limited Tidong Hydro Power Limited Vijaywada Gundugolanu Road Projects Private Limited Vizag Seaport Private Limited Yamuna Minor Minerals Private Limited Yamunanagar Panchkula Highway Private Limited Youngthang Power Ventures Limited
Joint Venture :	Gammon AL Matar Gammon Atlanta Gammon Archirodon Gammon BBJ Gammon Cidade Tensacciai Gammon Encee Rail JV Gammon Limak Gammon Mosmetrostroy Gammon OSE
Associates :	Eversun Sparkle Maritime Services Private Limited Modern Toll Roads Limited Finest S.p.A. Italy
Relatives of Key Managerial Personnel :	Gammon SEW GIL JMC Haryana Bio Mass Power Limited Hyundai Gammon Indira Container Terminal Private Limited Jaeger Gammon JV OSE Gammon Sofi nter S.p.A Gammon FECP JV Naigeria Consortium of Jyoti Structure and GIL

CAPITAL STRUCTURE

After: 24.09.2013

Authorised Capital : Rs. 150470.000 Millions

Issued, Subscribed & Paid-up Capital : Rs. 271.549 Millions

As on: 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
355,000,000	Equity Shares	Rs.2/- each	Rs.710.000 Millions
3,000,000	6% Optionally Convertible Preference Shares	Rs.350/- each	Rs.1050.000 Millions
	Total		Rs.1760.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
135,774,668	Equity Shares	Rs.2/- each	Rs.271.600 Millions
	Share Forfeiture		Rs.3.400 Millions
	Total		Rs.275.000 Millions

Issued Share Capital includes 725,800 shares of Rs. 2 each kept in abeyance.

Share Forfeiture account includes Rs. 2.600 Millions of Share Premium collected on application in respect of forfeited shares.

Reconciliation of number of shares outstanding

(Rs. in Millions)

Particulars	As At 31st March 2013
	No of Shares	Amount
As at the beginning of the year	135,774,668	271.600
Add : Issued during the year - ESOP	-	-
As at the end of the year	135,774,668	271.600

Details of Shareholding in excess of 5%

Name of Shareholder	As At 31st March 2013
	No of Shares	%
Pacific Energy Private Limited	18,013,015	13.20
Warhol Limited	13,437,359	9.84
Devyani Estate and Properties Private Limited	12,182,805	8.93

Aggregate number of Equity shares issued for consideration other than cash during five years immediately preceding the reporting date

Particulars	No of Shares
	31-Mar-13
Equity Shares issued as consideration on merger of Associated Transrail Structures Limited with the Company	20,106,106
TOTAL	20,106,106

Shares reserved under options to be given

17,400 (Previous Year 43,580) Equity shares have been reserved for issue as ESOP.

Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 2 each. Each holder of equity share is entitled to one vote per share. The distribution will be in proportion to the number of equity shares held by the shareholders.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	275.000	275.000	274.900
(b) Reserves & Surplus	16871.200	22244.800	20893.100
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	17146.200	22519.800	21168.000
(3) Non-Current Liabilities
(a) long-term borrowings	9091.200	4691.700	4419.000
(b) Deferred tax liabilities (Net)	703.500	671.900	814.300
(c) Other long term liabilities	3652.800	3044.800	3162.000
(d) long-term provisions	125.800	131.000	44.200
Total Non-current Liabilities (3)	13573.300	8539.400	8439.500
(4) Current Liabilities
(a) Short term borrowings	23913.200	22370.600	16580.300
(b) Trade payables	18116.000	14705.200	11774.200
(c) Other current liabilities	11675.200	9126.800	8667.000
(d) Short-term provisions	88.700	152.1000	251.000
Total Current Liabilities (4)	53793.100	46354.700	37272.500
TOTAL	84512.600	77413.900	66880.000
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	11259.600	12885.300	13262.300
(ii) Intangible Assets	22.200	64.100	37.400
(iii) Capital work-in-progress	338.600	573.200	485.300
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	2191.500	2041.900	1939.600
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	19448.600	10794.400	9518.800
(e) Long term trade receivable	8124.800	6524.400	6516.900
(f) Other Non-current assets	722.300	283.700	185.700
Total Non-Current Assets	42107.600	33167.000	31946.000
(2) Current assets
(a) Current investments	22.100	45.300	53.400
(b) Inventories	20019.800	18085.200	14881.000
(c) Trade receivables	14786.600	13739.300	10477.900
(d) Cash and cash equivalents	780.100	1034.300	573.400
(e) Short-term loans and advances	3110.000	9017.200	4572.800
(f) Other current assets	3686.400	2325.600	4375.500
Total Current Assets	42405.000	44246.900	34934.000
TOTAL	84512.600	77413.900	66880.000

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Revenue from Operations	51002.500	54732.300	54861.600
		Other Operating Revenue	971.100	598.900	718.100
		Other Income	1324.200	1595.200	2808.200
		TOTAL (A)	53297.800	56926.400	3526.300
Less	EXPENSES
		Cost of Material Consumed	26213.600	24018.100	23366.500
		Purchase of Stock in Trade	2250.200	1662.500	1616.200
		Change in Inventory - WIP and FG	(2650.900)	(2954.100)	(831.800)
		Subcontracting Expenses	11548.400	13882.100	15617.600
		Employee Benefit Expenses	5187.600	5136.900	4587.300
		Foreign Exchange (Gain)/Loss	(2.200)	(148.500)	124.900
		Other Expenses	8575.900	9097.000	8862.400
		Exceptional Items	1066.400	47.000	27.200
		TOTAL (B)	52189.000	50741.000	53370.300
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1108.800	6185.400	5017.600
Less	FINANCIAL EXPENSES (D)		4434.100	3634.200	2336.500
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(3325.300)	2551.200	2681.100
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1073.900	1019.900	917.100
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(4399.200)	1531.300	1764.000
Less	TAX (H)		57.500	660.900	579.500
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(4456.700)	870.400	1184.500
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		3683.400	3416.700	2733.600
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	100.000	120.000
		Amount Transferred to Debenture Redemption Reserve	0.000	474.300	455.000
		Amount Transferred from Debenture Redemption Reserve	0.000	0.000	(191.500)
		Dividend from Own Shares	(1.200)	(2.300)	(5.800)
		– Equity Shares	0.000	27.300	106.300
		– Preference Shares	0.000	0.000	0.000
		Tax on Dividend	0.000	4.400	17.400
	BALANCE CARRIED TO THE B/S		(772.100)	3683.400	3416.700
	EARNINGS IN FOREIGN CURRENCY
		Revenue from Overseas Project and receipts from World Bank aided projects in Foreign Currency	682.100	447.500	326.600
		FOB Value of Exports	2229.300	1530.400	1190.900
		Others	0.000	0.000	0.000
		Interest	30.700	212.100	131.600
		Tower Testing Charges	93.000	164.800	6.200
	TOTAL EARNINGS		3035.100	2354.800	1655.300
	IMPORTS
		Raw Materials	820.200	533.500	277.100
		Machinery	176.800	38.100	0.000
		Stores & Spares	47.000	78.200	84.500
		Capital Goods	0.000	0.000	760.900
	TOTAL IMPORTS		1044.000	649.800	1122.500
	Earnings/ (Loss) Per Share (Rs.)
	Basic		(32.82)	6.41	9.16
	Diluted		(32.82)	6.38	9.10

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(8.36)	1.53	2.03
Net Profit Margin (PBT/Sales)	(%)	(8.63)	2.80	3.17
Return on Total Assets (PBT/Total Assets}	(%)	(5.37)	2.05	2.74
Return on Investment (ROI) (PBT/Networth)		(0.26)	0.07	0.08
Debt Equity Ratio (Total Debt /Networth)		1.92	1.20	0.99
Current Ratio (Current Asset/Current Liability)		0.79	0.95	0.94

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	274.900	275.000	275.000
Reserves & Surplus	20,893.100	22,244.800	16,871.200
Net worth	21,168.000	22,519.800	17,146.200
long-term borrowings	4,419.000	4,691.700	9,091.200
Short term borrowings	16,580.300	22,370.600	23,913.200
Total borrowings	20,999.300	27,062.300	33,004.400
Debt/Equity ratio	0.992	1.202	1.925

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	54,861.600	54,732.300	51,002.500
		(0.236)	(6.815)

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	54,861.600	54,732.300	51,002.500
Profit	1,184.500	870.400	(4,456.700)
	2.16%	1.59%	(8.74)%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	Yes
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

LITIGATION DETAILS:

HIGH COURT OF BOMBAY

Bench:- Bombay
Presentation Date:- 20/03/2014
Lodging No:-	CPL/181/2014		Filing Date:-		20/03/2014
Petitioner:-	GREEN VALLEY MARKETING PRIVATE LIMITED	Respondent:-		GAMMON INDIA LIMITED
Petn. Adv.	ARJUN HANMANTARAO PATIL (I7002)
District:-	MUMBAI
Bench:-	SINGLE
Status:-	Pre-Admission	Category:-		COMPANY PETITION U/SEC 433,434,439
Next Date:-	27/03/2014	Stage:-
Last Coram:-	REGISTRAR(OS)/PROTHONOTARY & SR. MASTER
Act:-	Companies Act and Rules 1956	Under Section:		433,434 and 439

UNSECURED LOAN

(Rs. In Millions)

Particulars	As on 31.03.2013	As on 31.03.2012
SHORT TERM BORROWINGS
Loans and Advances from Related Parties	384.600	49.800
Other Loans and Advances Commercial Paper	0.000	2250.000
Total	384.600	2299.800

FINANCIAL PERFORMANCE AND OPERATIONS:

The Turnover of the Company on a Standalone basis stood at Rs. 51970.000 Millions for the year ended 31st March, 2013 55330.000 Millions previous year). Operating Profit (PBDIT) amounted to Rs. (215.400) Millions 4590.200 Millions previous year). After providing Rs. 1073.900 Millions 1019.900 Millions for the previous year) towards depreciation and Rs. 57.500 Millions 660.900 Millions previous year) towards tax for current and deferred taxation, the net profit amounted to Rs. (4456.700) Millions 870.400 Millions previous year). The annualized percentage decrease in turnover over previous year amounted to 6%.

On a consolidated basis the turnover of the Gammon group stood at Rs. 74942.200 Millions for the year ended 31st March, 2013. The annualized percentage decrease in turnover over previous year's turnover amounted to 8.03%. The group made a loss of Rs. 8498.300 Millions for the year ended 31st March, 2013 as compared to a loss of Rs. 1051.400 Millions in the previous year. This was mainly on account of increase in interest costs due to higher borrowings, impairment of Goodwill and diminution in the value of investment.

During the year, the Company has been facing tight liquidity position arising out of overall deceleration in the economy, lower industrial growth, delayed or indecisions at various governments and large PSU clients' level affecting the project progress and project variations. The liquidity crisis arising out of delayed and withheld payments resulted in higher debts thereby increasing the interest costs by 22%. Slowdown in the power investments in the power sector had adversely affected the power projects and this has also affected your Company's construction projects in the power sector.

This necessitated re-assessment of jobs considering the delays in project execution on account of funding difficulty. Many of the jobs turned negative on increased costs due to time and cost overruns on account of unfavorable working capital cycle arising out of increased inventory and outstanding receivables, which in accordance with Accounting Standard 7 required upfront recognition of the project loss.

Considering the current economic scenario in Europe, the Company on prudent basis has made provisions in connection with its investments / advances to/in its overseas companies. While the Company is entitled to claims of prolongation and other variations which would be subject matter of arbitration/disputes relating to above, pending raising of the claim and its settlement, on a prudent basis it has not factored for any claims/ variations in excess of costs incurred thereon.

All these factors have eroded margins resulting in PBT losses, both on a standalone and consolidated basis.

During the year the Company re-alligned its debts through the process of Corporate Debt Restructuring which has been explained in detail below as well as in the Management Discussion and Analysis Report .

Given the challenging times ahead in order to improve margins and liquidity position, the Company is working on the following parameters to improve margin and liquidity. The Company has focused on cost management, making leaner organization, focused bidding process and being selective, optimum design and engineering with focus on standardization, improving plant productivity, rigorous focus on cash flow with focus on debtors, retention and inventory cycle and active and rigorous contract management to realize claims held up with clients.

The order book position of the Company as on 31st March, 2013 stood at Rs. 1376.000 Millions. The Company secured additional projects worth Rs. 20557.300 Millions until the date of this report.

FINANCE:

During the year the Company did not raise any funds from the capital markets either by way of issue of equity shares / ADR / GDR. The Company has obtained financial assistance from its consortium bankers to meet its short term working capital requirements.

During the year the Company did not raise any debt by way of issue of Debentures. The total amount of outstanding Non-Convertible Debentures as on date is Rs. 3240.000 Millions.

CARE has assigned the following

Facilities	Amount (Rs. in Millions)	Ratings
Long Term Bank Facilities	13000.000	CARE B
Long / Short Term Bank Facilities	104000.000	CARE B/CAREA4
Non-Convertible Debentures	5000.000	CARE B
CP/STD	9000.000	CARE A4
CP/STD*	1000.000	CAREA4

*Carved out of working capital

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OVERVIEW OF GAMMON GROUP

Gammon India is amongst the largest infrastructure construction companies in India. Its track record spans significant landmark projects built over several decades, with a prominent presence across all sectors of civil engineering, design and construction. Besides its large scale of operations in the Construction and Infrastructure domain, Gammon has a dominant presence in energy business in which it operates in the hydro, nuclear and thermal power segments. Gammon's projects cover businesses and projects involving highways, public utilities, environmental engineering and marine structures. Gammon's expertise also covers the design, financing, construction and operation of modern bridges, viaducts, and metro rail, both on a Built-Operate-Transfer (BOT) basis as well as contract execution. Gammon is also active in the Social Infrastructure sector through its operations in the realty project segment. Gammon's overseas ventures includes a majority holding in Franco Tosi Meccanica, SAE Power lines, and Sofinter group, Italy spanning the sectors of power and industrial boilers, steam and hydro turbines as well as waste and environment management systems.

ECONOMIC OVERVIEW, INDUSTRY STRUCTURE AND DEVELOPMENT:

After experiencing a slowdown in the growth induced by the global financial crisis in 2008-09, the Indian economy responded strongly to fiscal and monetary stimulus and achieved a growth rate of 8.6 per cent and 9.3 per cent respectively in 2009-10 and 2010-11. However, with the economy exhibiting inflationary tendencies, the Reserve Bank of India started raising policy rates in March 2010. The high rate of interest coupled with policy constraints adversely impacted investment and the following two years viz. 2011-12 and 2012-13 saw a dip of 6.2 per cent and 5.0 per cent respectively in the growth rate. Despite this slowdown, the compounded annual growth rate for gross domestic product at factor cost, over the decade ending 2012-13 was 7.9 per cent.

The moderation in growth is primarily attributable to weakness in industry comprising mining and quarrying, manufacturing, electricity, gas and water supply, and construction sector, which registered a growth rate of only 3.5 per cent and 3.1 per cent in 2011-12 and 2012-13 respectively.

Infrastructure was one of the core sectors that was affected by the economic slowdown to a major extent during 2012-13. Infrastructure projects require good amount of time for planning and implementation of a project. Delays in the execution of projects not only lead to shortfalls in achieving targets but also widen the availability gaps. Time overruns in the implementation of projects continue to be one of the main reasons for under achievement in many infrastructure sectors. These overruns increase the cost of project beyond estimation and finally impact the project profitability. Delays in land acquisition, municipal permission, supply of materials, award of work, operational issues, etc. continued to drag down implementation of these projects.

Infrastructure sector which provides huge support in the development of all other sectors of the economy has been the focus area of Government. Fully recognizing the need to fill the void in financing infrastructure projects, last year's budget had set up infrastructure debt fund. In order to augment low cost funds from outside India, a reduced tax of 5% has been doled out in the current budget to foreign investors providing debt to key infrastructure projects such as aviation, power, toll road, bridge, port etc. This will definitely help in filling the gap of the huge investment the country needs in infrastructure.

Apart from providing a solution to the finance needs of the infrastructure companies, the Government has also taken up initiatives to float projects for improving the infrastructure in the country.

REVIEW OF OPERATIONS:

The Turnover of the Company on a Standalone basis stood at Rs. 51970.000 Millions for the year ended 31st March, 2013 (Rs. 55330.000 Millions previous year). Operating Profit (PBDIT) amounted to Rs. (220.000) Millions (Rs. 4590.000 Millions previous year). After providing Rs. 1073.900 Millions (Rs. 1019.900 Millions for the previous year) towards depreciation and Rs. 57.500 Millions (Rs. 660.900 Millions previous year) towards tax for current and deferred taxation, the net profit amounted to Rs. (44.600) Millions (Rs. 8.700 Millions previous year). The annualized percentage decrease in turnover over previous year amounted to 6%.

On a consolidated basis the turnover of the Gammon group stood at Rs. 74942.200 Millions for the year ended 31st March, 2013. The annualized percentage decrease in turnover over previous year amounted to 8.03%. The group made a Loss of Rs. 8498.300 Millions for the year ended 31st March, 2013 as compared to a Loss of Rs. 1051.400 Millions in the previous year. This was mainly on account of increase in interest costs due to higher borrowings, impairment of goodwill and diminution in the value of investment.

During the year, the Company has been facing tight liquidity position arising out of overall deceleration in the economy, lower industrial growth, delayed or indecisions at various governments and large PSU clients' level affecting the project progress and project variations. The liquidity crisis resulted in higher debts thereby increasing the interest costs by 22%. Slowdown in the power investments in the power sector had adversely affected the power projects and this has also affected your Company's construction projects in the power sector.

This necessitated re-assessment of jobs considering the delays in project execution on account of funding difficulty. Many of the jobs turned negative on increased costs due to time and cost overruns on account of unfavorable working capital cycle arising out of increased inventory and outstanding receivables, which in accordance with Accounting Standard 7 required upfront recognition of the project loss.

Considering the current economic scenario in Europe, the Company on prudent basis has made provisions in connection with its investments / advances to/in its overseas companies. While the Company is entitled to claims of prolongation and other variations which would be subject matter of arbitration/disputes relating to above, pending raising of the claim and its settlement, on a prudent basis it has not factored for any claims/variations in excess of costs incurred thereon.

All these factors have eroded margins resulting in PBT losses, both on a standalone and consolidated basis.

The order book position of the Company as on 31st March, 2013 stood at Rs. 137600.000 Millions.

SPECTRUM OF ACTIVITY AND REVIEW OF PERFORMANCE:

TRANSPORT ENGINEERING:

Your Company is engaged in the design and construction of various projects spanning roads, bridges, flyovers, metro railway systems, marine structures, ports and airports.

Roads:

Road network of India is the third largest in the World spanning across 4.69 million kilometers.

The importance of road network in general and National Highways in particular can be appreciated from the facts that:

• About 65% of freight and 80% passenger traffic is carried by the roads.
• Vehicular traffic has been growing at an average pace of over 10 % p.a. over the last five years.
• National Highways constitute only about 1.7% of the road network but carry about 40% of the total road traffic.

In view of the same, the need for developing an efficient road network is inevitable for ensuring world class road transportation infrastructure.

To promote the road sector, the Government has allowed 100% Foreign Direct Investment (FDI) under the automatic route. 100% tax exemption is also allowed to companies for five years and 30% relief for the next five years in road projects. Public-Private-Partnership (PPP) initiative has been the great driver for growth in the road sector contributing around 60 per cent of all PPP projects in the country -the balance 40% is being for power and other sectors. The PPP projects in turn come in market as EPC Contracts for execution. Though the year 2012-13 witnessed lowest score in award of the new contracts by NHAI, the future prospects for the sector remains bright as approximately 12,700 kilometres of projects are expected to be awarded by National Highways Authority of India (NHAI) over the next two years.

In addition to PPP, several initiatives have been proposed by the Government to upgrade and strengthen National Highways, to build expressways in high and dense traffic segments and to improve the quality of roads. The ambitious National Highways Development Project (NHDP), covering a length over 55,000 km has substantial scope to give a much needed boost to road sector and economy. On the policy front, initiatives like pre-qualifications of bidders on an annual basis rather than project-wise document submission have helped to expedite the bidding process. All these initiatives have increased the scope of work for the Company as an EPC Contractor. The Company is looking forward to participating in these projects. However execution progress in the roads and highways sector has remained slow during the financial year ended 2013 mainly due to delays in land acquisition and environmental and forest clearances, labour issues and local law and order problems. Several steps have been undertaken for resolving these issues and it is expected that during the Twelfth Plan road construction work will pick up.

Following Projects were completed by the Company during the year:

• Design and Construction of BOT Project of widening to four lane of Gorakhpur Bypass NH-28 in the state of Uttar Pradesh on annuity basis valued at Rs. 5600.000 Millions.
• Western Transport Corridor, TumkurHaveri Section of NH4 Project-Rehabilitation and upgrading of Chitradurga-Harihar Section in the state of Karnataka Pkg.-4 and Harihar-Haveri Section in the State of Karnataka Pkg.-5 valued at Rs. 4042.200 Millions.

The following works are currently under execution

• Four Laning of Patna - Buxar stretch of NH-30 in the State of Bihar under NHDP Phase III valued at Rs. 12070.000 Millions being executed by GIPL-GIL JV.
• Upgradation of Hajipur-Muzaffarpur Section of the existing NH-77 to four lane dual carriage way valued at Rs.7500.000 Millions.
• Widening and strengthening to four-lane of existing single / intermediate lane carriage way of National Highway No. 57 in the State of Bihar on East West Corridor under NHDP, Phase - II, valued at Rs. 3565.100 Millions.
• Improvement / Upgradation of Birpur - Balua - Jadia - Meergunj - Murligunj - Udaikishangunj road (SH - 91) length - 101.7 km valued at Rs. 3288.900 Millions.
• Improvement/ Upgradation of Dumuria - Imamganj - Sherghati -Karamain - Mathurapur - Guraru - Ahiyapur - Tikari - Mau - Kurtha -Kinjar - Paligunj-Ranitalab Road (SH-69) length 153.00 km valued at Rs. 31350.000 Millions.
• Upgradation of ADB funded Road from Davengere to Birur of SH-76 in Karnataka valued at Rs. 2025.700 Millions.
• Arunachal Road Works (SEPPA ROAD) valued at Rs. 875.500 Millions.

Bridges, Metro Viaducts and Flyovers:

Urban transport is one of the key elements of urban infrastructure. To meet the needs of a growing urban population, the government has given a boost to projects for bridges jly overs, metro and mono rail projects in metropolitan cities of India. The Dedicated Freight Corridor Corporation is a Special Purpose Vehicle set up under the administrative control of Ministry of Railways of India and will offer new opportunities for bridges, rail track laying, signaling and telecommunications approximately valued at Rs. 50000.000 Millions. Cities like Delhi, Kolkata and Bangalore have already called for extension of Metro Rail Projects, where your company has secured and is executing metro rail jobs.

During the year, the Company secured contract for construction of 13.00 Km (approx.) long extended portion of approach road of Baluaha Ghat Koshi Bridge including construction of 500 m 3 lane bridge across river Kamla and other minor bridges and culvert and protection work between Gandaul and Biraul up to HantiKothi in Saharsa / Darbhanga of Bihar valued at Rs. 2311.500 Millions.

The following Projects currently under execution are:

• CMRL Design and Construction of underground stations at Government Estate LIC Building/Thousands Lights and associated tunnels UG Package-2 and Gemini, Tenoypet, Chamiers Road, Saidapet and associated tunnels UG Package-3 awarded to Consortium of Gammon India Limited and OJSC Mosmetrostroy of value Rs. 17476.100 Millions.
• Design and Construction of Major Bridge across river Godavari of value Rs. 7000.000 Millions.
• Construction of Bridge and its approaches over river Yamuna Downstream of existing bridge at Wazirabad, Delhi (Main bridge cable stayed) of value Rs. 6318.100 Millions.
• Construction of New Brahmaputra Bridge near Guwahati on NH-31 in the State of Assam of value Rs. 3875.900 Millions.
• Construction of steel superstructure and other ancillary works of Rail cum Road Bridge across river Ganga at Munger, Bihar of value Rs. 3751.900 Millions.
• Construction of Bridge and its approaches over river Yamuna Downstream of existing bridge at Wazirabad, Delhi (Construction of approaches) of value Rs. 3489.000 Millions.
• Cable Stayed Bridge across river Tapi in Surat of Gujarat State of value Rs. 1519.400 Millions.
• Design and Construction of Bridge over River Pawana, Flyover and ROB on Kalewadi Phata to Dehu Alandi Road at Pune of value Rs. 1039.100 Millions.

Ports:

India currently ranks 16th among the maritime countries with a coastline of approximately 7517 k.m. with 13 major ports and more than 180 minor ports offering huge international trade capabilities.

The Port sector being one of the major areas of focus for development, the Indian ports are proving to be a lucrative option for investors scouting for opportunities in the Indian market. The current port sector scenario in the country offers a huge scope for expansion of international maritime transport; both for passengers and cargo handling.

It is envisaged that in the next 5 years, the port traffic will amount to 943.06 MT for India's major ports and 815.20 MT for its minor ports. Further, the Government also plans to triple the cargo-handling capacity at its ports to 3.2 billion tonnes by 2020 by allowing private investment to the tune of approx.

Rs.3 trillion.

The following jobs are currently under execution in this sector:

• Construction of Offshore Container Terminal at MbPT (BOT Project) valued at Rs. 5500.000 Millions.
• Turnkey Engineering, Procurement and Construction (EPC) Contract for Civil, Structural, Architectural and allied works of The Sea Water Intake Outfall system along with all associated works for 2x520 (1040) MW Thermal power project at Vishakhapatnam (A.P) valued at Rs. 2700.000 Millions.

POWER SECTOR - ECONOMIC SCENARIO:

The Indian power sector is one of the most diversified sectors in the world. Power in India is generated from commercial sources like coal, lignite, natural gas, oil, hydro and nuclear power as well as other viable non-conventional sources like wind, solar, agriculture and domestic waste. The demand for electricity in the country has been growing at a rapid rate and is expected to increase further in the years to come. In order to meet the increasing requirement of electricity, massive addition to the installed generating capacity in the country is required. The electricity generation capacity in India is the fifth largest in the world. India is also the sixth largest consumer of electricity, and accounts for 3.4 per cent of the global energy consumption. Over the past thirty years, the country's energy demand has grown at an average of 3.6 per cent per annum. During the year 2012-13, the power sector was plagued by continuing problems of coal and gas supplies, stringent environmental norms and regulatory uncertainties. Coal availability emerged as one of the biggest problems in the power sector, gas availability for the Indian power sector is very low. Nuclear and Thermal Power projects are being delayed due to problems in land acquisition .Also Nuclear power projects are facing steep challenges from the environmental point of view, particularly after the recent accidents in Japan. The year also marked a dark patch in the history of the Indian power sector as one of the biggest blackouts hit the country leaving more than 600 million people in darkness (although this has happened for the first time in this decade). Hydro-power projects are still facing risks on account of factors such as political and environmental protests, delay/cancellation of environmental clearances, delays in land acquisition, poor infrastructure, tunnelling delays, geological surprises, contractual and procurement issues, shortage of skilled manpower, difficulties in evacuation of power etc.

Thermal Power and Industrial Structures

In the present situation thermal power generation is 65% of the total power generation capacity. Government is encouraging private players to be partners in the power sector development and sector is de-licensed. The participation of private players in the thermal power sector has made the sector more attractive to target and shown a growth potential for the company.

Some of the thermal power projects currently being executed by your company are as follows:

• Main Plant and Offsite Civil works Pkg. Vallur TPP, Tamilnadu valued at Rs. 4460.000 Millions.
• Civil and Structural Steel Works for 2 X 600 Mw TPP near Tuticorin in Tamilnadu valued at Rs. 4000.000 Millions.
• Civil Works and Structural Works for 3300 Mw TPP at Tiroda, Maharashtra valued at Rs. 3500.000 Millions.
• GCW and Chimney for 2x600 MW TPP at Angul valued at Rs. 2950.000 Millions.
• Civil Structural and Architectural works of the Sea Water Intake Outfall system for 2x520 (1040) MW TPP at Vishakhapatnam valued at Rs. 2670.000 Millions.
• GCW and Chimney for 6 x 660 MW TPP near UMPP at Sasan valued at Rs. 2500.000 Millions.
• Civil Works for CHP Expansion at 4x300MW Rosa Thermal Power Plant, Shahjahanpur UP valued at Rs. 307.200 Millions.
• Raw water Intake system in Rihand Reservoir valued at Rs. 227.800 Millions.

The general outlook of the sector is positive with availability of quality resources and competent human resource. The sector is becoming highly competitive as the risks involved are minimal. Timely delivery,quality, cost and safety are the essence to succeed in this sector. At the same time it is a challenge to ensure availability of new contracts due to very few new bids being invited as the linkages for coal and water are not firmed up yet.

Hydro power

The country has tremendous potential for hydro power. However Hydro Power projects in the country are faced with problems of land acquisition, environmental clearances, regulatory approvals and very few projects have been awarded.

In spite of such challenging scenario, your Company has bagged two packages of prestigious BajoliHoli Hydro Project from GMR BajoliHoli Hydropower Private., as detailed below:

• BajoliHoli - LOT I - Construction of Coffer dams, Diversion tunnel, Concrete dam including spillway, Power intake, Part HRT and construction Adits valued at Rs. 3690.000 Millions.
• BajoliHoli - LOT II -Construction of HRT about 9.63 Km length, Surge shaft, valve Chamber, Pressure shaft including steel liner, Surface Power House, TRC, Construction ADITS and Pothead yard valued at Rs. 4000.000 Millions.

Some of the Hydro Power Projects under execution are:

• Parbati Hydro Electric Project Stage-II Civil and Hydro Mechanical works (Lot-PB-3) for NHPC in Himachal Pradesh valued at Rs. 6030.000 Millions.
• Bhutan HEP - Punatsangchhu-I Hydroelectric Project (1200 MW) Contract Package valued at Rs. 3999.400 Millions.
• Bhutan HEP - Punatsangchhu - II Hydroelectric Project (990 Mw) Contract Package C-2 valued at Rs. 3983.300 Millions.
• Rampur Hydroelectric Project - Package 1.0 Construction of Civil Works valued at Rs. 3824.400 Millions.
• Mangadhechu HEP - Construction of Headrace Tunnel of Mangdechhu Hydroelectric Project Bhutan valued at Rs. 3431.100 Millions.
• Parbati Stage 3 - Construction of Civil Works for Lot PB III valued at Rs. 3390.000 Millions.
• Koldam HydroElectric Project - Construction of Power House and associated civil works valued at
  Rs. 2270.000 Millions.

Nuclear Power

India has a flourishing and largely indigenous nuclear power program and expects to have 20,000 Mw nuclear capacity on line by 2020 and 63,000 Mw by 2032. It aims to supply 25% of electricity from nuclear power by 2050. Because India is outside the Nuclear Non-Proliferation Treaty, it was for 34 years largely excluded from trade in nuclear plant or materials, which has hampered development of civil nuclear energy until 2009. Due to these trade bans and lack of indigenous uranium, India has uniquely been developing a nuclear fuel cycle to exploit its reserves of thorium. Now, foreign technology and fuel are expected to boost India's nuclear power plans considerably. All plants will have high indigenous engineering content. India has a vision of becoming a world leader in nuclear technology due to its expertise in fast reactors and thorium fuel cycle.

There are huge developments happening in recent years and the company has secured necessary prequalification's to bid for new contracts. The Company has completed the civil works of fast breeder reactor at Kalpakkam and other BOP structures. The Company has also completed the Construction of Phase -II Buildings of IGCAR and Turbine building. The BOP for 500 MW PFBR at Kalpakkam is nearing completion.

The general outlook of the sector is positive with availability of quality resources and competent human resource. The sector is becoming highly competitive as the risks involved are minimal. Timely delivery,quality, cost and safety are the essence to succeed in this sector. At the same time it is a challenge to ensure availability of new contracts due to very few new bids being invited as the linkages for coal and water are not firmed up yet.

PIPELINE DIVISION:

During the year the Company has successfully completed construction of Bahadurgarh Tikrikalam Pipeline (BTPL) for HPCL. The construction of Pipeline for Bramhaputra Cracker and Polymer Limited at Lepetkata, Assam is in the finishing stage. The Company has successfully completed the laying and erection of 18" Pipeline of this project. The balance work is expected to be completed soon.

The Company has strategically revised its bidding policy in the pipeline division to ensure profitability and higher returns. At the same time, the Company is also exploring the prospect of wet leasing of the Company's equipment as the Company is having a good strength of special Pipeline equipment. The Company is also looking into getting involved in large value EPC contract including supply.

WATER AND ENVIRONMENT:

Gammon has successfully executed challenging jobs and hence is able to meet stringent requirements in this sector for future jobs. An order booking target of Rs. 5000.000 Millions is set accordingly for this sector, with a targeted turnover of around Rs. 2500.000 Millions for FY 2013-14.

The following jobs were successfully completed during the year:

• Bangalore Water Supply and sewerage Project- Contract Wise Procurement, Fabrication and Laying of Clear water Trunk main from Vajarahalli to HBR on the east of Bangalore valued at Rs. 3094.600 Millions.

• Design, engineering, Supply, erection and Commissioning of Raw Water Intake project at Brahamana Gaon near Marthapur on turnkey basis valued at Rs. 337.500 Millions.

The following projects are under execution

• Design Build Operate Contract for Distribution Network for Narmada Canal based on Wankaner Group Water Supply Scheme of Wankaner, Morbi, Tankara Taluka of Rajkot District valued at Rs. 1082.800 Millions.

• Design Build Contract with Operation and Maintenance for three years for Distribution MS/DI/PVC/ HDPE Pipeline U/G Sumps, ESRS, Staff quarters, Compound wall and Pump House, Pumping machineries with O and M for three years for Integrated Water Supply Scheme Phase II, Part II based on Sardar Sarovar Canal based Dist.- Surendranagar valued at Rs. 1074.500 Millions.

The Company has bagged the following jobs in this sector during the year and these jobs are currently under execution namely:

Design and Construction of a complete new 107 MLD capacity, Portable water supply Infrastructure project on turnkey basis for Guwahati City (South Guwahati Part) valued at Rs. 34970.000 Millions.

Procurement of works for Supply, Installation, Construction and Commissioning of Rising and Transmission Main for Guawahati city (Gravity Mains, pressure Mains) Reservoirs for South Central Zone valued at Rs. 1757.200 Millions.

Narmada Gudhamalani Water Supply Project for 263 Villages viz. Construction of RWR, Water Treatment Plant, and related Civil, Mechanical, Electrical and Instrumentation works at various pumping stations, on Turnkey basis valued at Rs. 1214.700 Millions.

CHIMNEYS AND COOLING TOWERS:

Cooling towers and Chimneys are an integral part of various industrial infrastructures like Power plants, Petroleum, Steel, Chemical, Sugar plants etc. These projects are highly specialized and technology driven jobs. The Company has in house technical capability and a competent execution team who can build these highly specialized structures within time and budget maintaining highest quality and safety standards. Gactel Turnkey Projects Limited, a wholly owned subsidiary of the Company, has established itself as a complete solution provider for mechanical induced draft cooling tower constructions. The value of work executed during the current year is Rs. 7510.000 Millions and as on 1st April 2013 the value of work in hand was Rs. 8300.000 Millions.

TRANSMISSION AND DISTRIBUTION BUSINESS:

Overview of Industry Structure and Economic Condition:

The global economic recession has not spared any industry and we are no-exception. However, Government of India and the Reserve Bank of India are leaving no stone unturned to see off this economic recession and have announced many stimulus packages for the Industry to recover.

The Eleventh Five Year Plan emphasised the need for removing infrastructure bottlenecks for sustained growth. The Government has proposed an investment of US $500 Billion in infrastructure sectors through a mix of public and private sectors to reduce deficits in identified infrastructure sectors. The private sector is expected to be contributing nearly 36% of this investment. To cater to the ever growing power consumption, rapid industrialisation and huge energy deficit, the Government of India has planned to make large capital expenditure in the 11th Five Year Plan in the Power Generation, Transmission and Distribution segments and set a target of adding about 78000 MW of additional capacity of power generation in the 11th Five Year Plan and about 82000 MW capabilities of power generation in the 12th Five Year Plan. This will enable the company to cater to the ever growing demand of power transmission and distribution.

Your Company is looking for increasing its presence in Africa, Middle East and central Asia.

Company's Transmission and Distribution Division:

The Transmission and Distribution (T and D) business of the Company operates on Engineering Procurement Construction (EPC) basis in power transmission and distribution sector. With its execution capabilities, large manufacturing capacities for Transmission Tower and Conductor and Customer focus, your Company is recognised as a leading player in India.

The Company has set up world class Tower Testing Station at Deoli, Wardha, Maharashtra capable of testing towers up to 1200 Kv. The Tower Testing station has been acclaimed by domestic as well as international clients from the United States of America, Canada, Malaysia, Mexico etc. and the company has successfully tested towers up to 765 kV. R and D Centre set up at Deoli, Wardha is duly recognised by Department of Science and Technology, Government of India as R and D Centre.

The Company has also been expanding into overseas countries such as the United States of America, Canada, Malyasia, Algeria, Kenya, Afghanistan, Ethiopia, Bhutan, Nigeria, Ghana, Sri Lanka, Oman, Rwanda, Botswana, Tanzania, Mozambique, etc. We have been successful in penetrating Canadian markets with tower supply orders. The Company has received repeat orders of tower supply and tower testing from Canada.

With the thrust on privatization of transmission lines involving large investments in BOOT / BOO basis, the company is well positioned to capture the business opportunity having large manufacturing capacity for towers as well as conductors.

Company's Transmission Business (Domestic):

The TandD business of the Company mainly works with Powergrid, SEBs and private sector clients.

The power sector in India has an estimated capacity addition of more than 1,60,000 MW during the period 2012-17.

The Planning Commission, in its approach paper has projected an investment of over Rs. 45 Lakh Crore during the Twelfth Plan (2012-17). It is projected that at least 50% of this investment will come from the private sector against the 36% anticipated in Eleventh Plan and public sector investment will need to increase to over Rs. 225.000 Millions Crore as against an expenditure of Rs. 131.000 Millions Crore during Eleventh Plan. Financing infrastructure will, therefore, be a big challenge in the coming years and will require some innovative ideas and new models of financing. This entails expansion of transmission networks, strengthening of regional grids, building of more inter-related links and addition of inter-regional capacities of 23,600 MW, at 220 kV and above level. Opportunities also exist for the company in Built-Own-Operate (BOT) projects for setting up transmission line.

Company's Transmission Business (International):

The Company sees immense opportunities in the emerging markets such as Africa and Middle East on account of need of better power transmission network, funding support from multilateral agencies, power generation plans and spending by oil producing countries. The Company has bagged international orders from Ethiopia, Bhutan, Nigeria and Canada. It has also bagged orders for testing of towers from various domestic and international agencies.

Risk, Concernsand Threats:

The following are the major risks, concerns and threats to the business:

• Exposure to variation of prices of commodities, foreign exchange, interest rates, and rising hike in US Dollar rates.
• Exposure to risk of delay in execution due to right of way, forest clearances, approvals, etc
• Changes in policies of Government and counties where it operates.
• Increase of Government Taxes and duties.
• Shortage of skilled manpower.

The risks are mitigated with proper mix of orders across various counties, timely and adequate hedging of commodities and exchange exposure, optimisation of working capital limits, efficient working capital management and reduction in finance costs.

To keep pace with the growth, Management is continuously conscious of the need to ensure that various functional departments of the Company work in proper co-ordination. The Management is also aware of geographical spread of its sites and has appropriate control mechanism in place.

Company's Quality System:

The Company has ISO 9001: 2008, ISO 14000:2004 and ISO 18001:2007 certifications for "Design, Development, Manufacture, Supply and Construction of Overhead Transmission Line for Turnkey Projects including Substation Structures, Microwave Towers and similar Structures" by an internationally reputed certification agency viz. Det Norske Veritas (DNV), Netherlands.

The ISO Certifications have enabled the Company to project a better image and inspire greater confidence amongst its clients. The certification continues to be authenticated by DNV through their audits every year.

INTERNATIONAL BUSINESS

Sofinter Group

The financial statement for Sofinter Group as at December 31, 2012 shows a net profit of Euro 2,369,646 on consolidated revenues of Euro 263 million. The Consolidated Financial Statement as at December 31, 2012 have been drawn up according to the IFRS accounting standards issued by the IASB and approved by the European Union (EU IFRS).

The net result of the Consolidated Financial Statement, for the first time in seven years, is again positive. This result was due to a combination of:

• Careful management of contracts in progress which enabled the Group to maintain anticipated contract margins;
• Particular attention to the structure costs that have been closely monitored and made as flexible as possible;
• Controlling debts;
• a process of unification of all organizational procedures, design and construction within the companies of the Group
• Opening of opportunities in new markets as well as consolidation of the Group's presence in key markets

Macchi Division

The market in which the Macchi Division operates is made up of major Oil and Gas projects in the Middle East, Southeast Asia and South America, with access to business normally through international EPC contractors. The Oil and Gas market, despite the current international crisis, maintains certain dynamism, good business expectations and Macchi Division leadership in the segment of large industrial boilers is internationally recognized and well -established. In 2012 the company further consolidated its market position with significant orders from major international customers, including Shell.

In the first quarter of 2013, the Company established a Representative office in Houston, for the development of projects related to the energy sector, for the North American market, which after a period of stagnation, is showing a new dynamism.

In 2012, despite the unfavorable market conditions, the Company was able to obtain a volume of acquisitions of around Euro 110 million. As a result of these acquisitions, the project portfolio as of 31 December 2012 amounts to approximately Euro 140 million, resulting in strong production coverage for 2013. The current offer portfolio of the Macchi Division is approximately Euro 300 million.

SWS Division

The SWS Division is dedicated to the business of water treatment for industrial use. This business includes plants for filtration, demineralization, degassing and desalination of sea water with MED technology.

The market in which the SWS Division operates is parallel to the one in which the Macchi Division operates; this parallel and the synergies achieved have already demonstrated their importance from a commercial standpoint in certain recent acquisitions.

Sales activities in 2012 were principally directed to providing various offers to international EPC contractors. The business areas showing the greatest interest are the Middle East and South America, with good prospects for success.

Ansaldo Caldaie S.p.A.

In 2012, AnsaldoCaldaie completed its turn around by closing its financial year with a net profit of Euro 1,213,983 for the first time in seven years. All AnsaldoCaldaie orders were handled in full compliance with business plans and commercial budgets, thus maintaining the anticipated contract margins. This has mainly contributed to the return to profitability.

Oil, gas and coal boilers for producing electricity and HRSG boilers for combined cycle plants have been the main areas of sales activity in 2012. However, the order portfolio for 2012 is below planned levels, mainly due to a number of economic and social factors, including:

• general financial uncertainty in global markets;
• political uncertainty in the Middle East and North Africa regions;
• delays in issuing environmental permits in South America;
• slow growth of the Indian market because of problems relating to the supply of coal, water availability etc.

Customers of AnsaldoCaldaie, essentially international End Users of power stations, decisively slowed down their investment programs, due to the above reasons. The Company is still seeing the impact of this on new orders. However, AnsaldoCaldaie in the course of 2012 has a healthy pipeline of offers amounting to approximately Euro 3 billion. The countries where AnsaldoCaldaie is working such as Egypt, Morocco and Algeria, despite the risks related to the political crisis that has characterized this period, have neither impacted site operations nor investment plans in new capacities.

In the next 5 years forecast growth is in non-OECD countries with China and India in the lead, but also in the Middle East, Africa, Central and Southern America, all showing significant growth as well. The reputation of Ansaldo Caldaie in the market, its sound base technology, good capability of delivery and capacity to maintain contractual commitments will allow the Company to increase its presence in the markets around the world, in the years to come.

In order to consolidate the service activities, AnsaldoCaldaie has formed strategic alliances to meet the diverse needs of the market, in order to support a substantial growth plan in this business sector.

Europower

Europower has continued its activity in the field of operation and maintenance of industrial installation, with good results, especially with reference to installations for producing electrical energy and for the combustion of solid city wastes. The company was also awarded a major rehabilitation and O and M contract worth about Euro 50 million and has several significant orders in the pipeline, in Italy and abroad.

The consolidated net debt of the Sofinter Group at the end of 2012 was Euro 79.1 million, a marginal improvement of Euro 3.5 million over the previous year. The Group respected all the financial covenants imposed by the Interbank Modification Agreement signed in November 2011, for the year 2012.

In relation to its activity and the use of financial instruments, the Group is exposed to a multiplicity of risks. The Group adopts specific procedures for the management of risk factors that could influence the results of the company's operations, in order to minimize any potential consequences.

ITEA

In fiscal year 2012, ITEA has substantially completed research and performed tests for a wide range of fuels and industrial and urban waste for various clients, including in particular ENI. The tests performed finally confirmed that the flameless combustion technology patented by ITEA in major world countries represents a new way of burning, using also more complex and poorer quality fuels. Commercialization of the ITEA product continues, with particular reference to the biomass, industrial waste, municipal waste, and applications in the oil and gas sector, with specific reference to heavy crude oils and acid gas. In 2012, activities were launched in the U.S. through the establishment of a Joint Venture company with an industrial partner which received a grant of about 1 million US Dollars from the DOE (U.S Department of Energy) for constructing a deck using ITEA technology. The collaboration with ENEL started in the earlier years, continued in the field of coal combustion, also with perspectives related to the US market.

Franco Tosi Meccanica S.p.A.

During 2012, implementation of the Business Plan of Franco Tosi Meccanica S.p.A. (FTM) suffered due to the political and financial crisis in Italy and poor market conditions in general, for power equipment manufacturers. The company therefore slipped on commitments to its suppliers and creditors, who began mounting pressure through different legal means to recover their dues. Concurrently, inspite of the healthy order book of over EUR 130 mln, due to the non-cooperation from the banks and creditors; project deliveries began to slip, which considerably squeezed the company's topline and also resulted in substantial losses with the consequent erosion of net worth by more than 33% due to which the corporate capital has fallen below the minimum required by Italian law.

In this situation, if the company had formally approved its Financial Statements of 2012, the losses being more than 33% of the Corporate capital, Article 2447 of the Italian Civil code would have automically got triggered, making it mandatory for the Board to decide on recaptilisation of the company. However, such recaptilisation, if actioned, would not have safeguarded the end use of the money; since as stated herein before, the overdue unpaid creditors including the creditors for statutory debts would have forced payment of their dues from these funds, instead of these being used to drive operations.

This prompted the Board of FTM to consider the use of different legal instruments available under the laws of Italy to safeguard the company in a manner which would ensure continuity, and ultimately benefit all stake holders in this critical situation. To begin with, the Board of FTM, out of prudence decided against an audited Financial Statement of 2012. With this, the immediate urgency of recaptialising the company without a clear road map for the future to safeguard the operations was negated.

In addition, the Board of FTM filed on May 30th, 2013 with the court of Milan (and with the Companies Registry) a "preliminary" request for admission to the procedure of pre-insolvency composition agreement with creditors and restructuring debts ("concordato preventivo"), under Articles 161 Clause 6, Italian Government Publication dated 10 March 1942 no 267 - further amended in Sep 2012, in light of acute financial stress being faced by the company due to several extraneous reasons.

The said application was admitted by the Court on 7th June 2013. The Court on 25th July, 2013 has appointed a Commissioner, while maintaining the current Management and Board, whose task is to start appropriate procedures, including leasing, by which the operations of the company relating to the backlog and front log orders are preserved and completed while also drawing up a scheme for settlement of the outstanding debts of the creditors of the Company. The time limit available to the Commissioner and the Management to complete the above procedure and for the Court approval of the same is within the end of September/October 2013. Steps have been initiated to meet the above deadlines including the approval by the Court at which time the further way forward for the Company will get better defined.

SAE Power Lines S.r.L.

The Company in 2012, recorded a turnover of Euro 31.82 Million, an EBITDA of Euro (2.71) million and PAT of Euro (4.17) million. Further, the order book at the end of the financial year was Euro 54 million.

The Company had received orders from Ghana, Togo and Benin to the tune of approximately Euro 26 million during the year.

Campo Puma Oriente S.A.

The Puma Block Contract signed in March 2008 for a 20 year term, originally established as a Production Sharing Contract underwent a contract renegotiation process to migrate to the newly established Service Contract model implemented by the Hydrocarbon Ministry in Ecuador in 2010. The new contractual framework entitles the contractor to a dollar-per-barrel fee which is adjusted on a yearly basis based on the production price index, as reported by the U.S. Bureau of Labor Statistics. Minimum Work Program obligations of the operator under the service contract, however, remain unchanged and are completed.

The Puma Block Service Contract was signed and registered on 1st Feb, 2011 for a 18 year term. 9 new development wells and 2 exploratory wells have been drilled and over 80sq km of 3-D seismic are completed. The Puma Field is producing approx. 2,000 barrels of oil per day, and clocked revenues of USD 14.28 million during 2012. The field potential can be increased to approx. 4000 barrels of oil per day with enhanced recovery techniques including artificial lift, acid stimulation and water injection, all of which are contemplated for action in 2013. The Incremental barrels so produced will be paid at enhanced rates which are presently under negotiation with the concerned agencies. The Puma Field has proved developed and undeveloped reserves of 17.25 million barrels of oil and further probable reserves in the order of 1.5 million barrels making a total of 18.75 million barrels of Oil.

REAL ESTATE BUSINESS:

Real estate plays a critical role in the development of the Indian economy. It is the second largest employer after agriculture. Over the next decade, the real estate sector is expected to grow by 30 per cent. The sector is divided into four sub-sectors: housing, retail, hospitality, and commercial. The housing sub-sector contributes 5-6% to the country's gross domestic product (GDP). Meanwhile, retail, hospitality and commercial real estate are also growing significantly, catering to India's growing needs of infrastructure.

The construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy, according to a study done by ICRA. A unit increase in expenditure in this sector has a multiplier effect and the capacity to generate income as high as five times. The positive effects of growth in real estate sector are spread over more than 250 ancillary industries.

Market Size

The Indian real estate market size is expected to touch US$ 180 billion by 2020. Demand for residential and retail real estate is rising throughout India, accompanied by increased demand for improved social infrastructure. India is going to produce an estimated 2 million new graduates from various Indian universities during this year, creating demand for 100 million square feet of office and industrial space.

Further, presence of a large number of Fortune 500 and other reputed companies will attract more companies to initiate their operational bases in India thus, creating more demand for corporate space.

Government Initiatives/Policies

This budding sector is today witnessing development in all areas such as - residential, retail and commercial. Easier access to bank loans and higher earnings by the ultimate user are some of the pivotal reasons behind the growing Indian real estate sector. Efforts to attract private investment into infrastructure through the Public-Private Partnership (PPP) route have met with considerable success at both Central Government and State Government levels.

With a view to catalyzing investment in townships, housing, built-up infrastructure and construction development projects as an instrument to generate economic activity, the Government of India has decided to allow FDI up to 100 per cent under the automatic route in townships. These create new employment opportunities and add to the available housing stock and built-up infrastructure.

Road Ahead

The real estate sector in India is ready to take a big leap in the coming years. Since 2010, the residential sector has been on a strong growth trajectory and with increasing urbanization the momentum is expected to continue. Strong demographic mix and increasing salary levels will be the key triggers for growth of the residential market in 2012. Salaried individuals in the age group of 30 to 35 years will emerge as the biggest contributors for demand in the residential category. This category of buyers has in past also been the main contributor to the growth of residential category. Most contractors in this are regional by nature and this a challenge for the Company to compete on the price and delivery

Contracting is generally trade specific as it is more tax efficient and the emergence of new tax laws shall give newer opportunities for general contracting with increased responsibility and trade volume.

The Company has during the year secured projects in the buildings sector valued at Rs. 6000.000 Millions spread across Mumbai and Bangalore region. The major clients include Nathani and Godrej.

The Company has also entered into a Joint Venture for developing its property situated at Ambivli, Andheri and is currently in the process of obtaining various approvals for the same.

The Company has successfully completed a few projects as under:

• Hotel Leela Palace (5 Star), Chennai, with a built up area of approx. of 8 lakh Sqft.
• GSTAAD Hotel, Bangalore.
• Godrej Woodsmen Estate, Bangalore with a built up area of approx. 2.1 million Sqft.
• Some of the major projects under execution include:
• Iskcon temple project at Mayapur Kolkata.
• Runwal Greens, a high-rise residential development in the central suburb at Mulund, Mumbai.
• Salarpuria Gold one of the tallest Residential Tower of Sattva group at Bangalore.
• Runwal Elegant, a high-rise residential development at Andheri, Mumbai.
• Godrej Platinum, Bangalore a turnkey development of high end residential complex for Godrej Buildwell Private Limited
• Shristi Mixed use development at Bhopal with construction area of approx. 2.8 million sq. ft. from Deepmala Infrastructure Private Limited.
• Nathani Heights - 72 Storied Residential Tower

CONTINGENT LIABILITY

(Rs. in Millions)

S. No.	Particulars	31.03.2013
I	Liability on contracts remaining to be executed on Capital Accounts	1337.400
ii	Counter Guarantees given to Bankers for Guarantees given by them and Corporate Guarantees, on behalf of Subsidiary, erstwhile Subsidiary, Associate Companies*	67349.400
iii	Corporate Guarantees and Counter Guarantees given to Bankers towards Company's share in the Joint Ventures for guarantees given by them to the Joint Venture Project clients	1178.400
iv	Corporate Guarantees and Counter Guarantees given to Bankers by a step down Subsidiary & Joint Venture for their projects	8664.100
v	Disputed Sales Tax liability for which the Company has gone into Appeal	443.200
vi	Claims against the Company not acknowledged as debts	1871.000
vii	Disputed Excise Duty Liability	00.500
viii	Disputed Customs Duty Liability	-
ix	Disputed Service Tax Liability	534.400
x	Against bill discounting	76.800
xi	Since Realised	-
xii	On partly paid shares	-
xiii	In respect of Income Tax Matters	457.200
xiv	Commitment towards capital contribution in Subsidiary under contractual obligation	473.600
xv	Letter of Credit	4688.300
xvi	Disputed stamp duty liability for assets acquired during amalgamation with erstwhile Associated Transrail Structures Limited	49.300
xvii	Contingent Liability in respect of legal dispute of joint Venture	-
xviii	There is a disputed demand of UCO Bank pending since 1986, of USD 436251 i.e. Rs. 17.200 Millions. Against this, UCO Bank has unilaterally adjusted the Company’s Fixed Deposit of USD 30584 i.e. Rs.1.200 Millions, which adjustment has not been accepted by the Company
xix	The Company had deposited customs duty of Rs. 22.000 Millions under protest in respect of certain machineries imported for the project in Sikkim. The Company contends that the import of machinery is duty free as per the Project Import regulations prevailing then. The Company has preferred an appeal against the levy of Custom Duty. Pending outcome of the appeal, the said amount is carried under Advances recoverable in cash or in kind
xx	Counter claims in arbitration matters referred by the Company – liability unascertainable

AUDITED FINANCIAL RESULTS FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2013

(Rs. In Millions)

Sr. No.		Particulars	31.12.2013	31.09.2013	31.12.2013
			(Unaudited)	(Unaudited)	(Unaudited)
1		Income from operations
	a	Net Sales / Income from Operations (Net of excise duty)	10180.300	10455.800	32793.100
2		Expenses
	a	Cost of materials consumed	4336.600	4030.600	14058.200
	b	Purchases of stock-in-trade	503.200	423.100	1329.100
	c	Changes in inventories of WIP and FG	203.500	1677.400	1826.500
	d	Subcontracting Expenses	2503.400	2474.000	7753.100
	e	Employee benefits expense	1076.700	1097.000	3281.600
	f	Depreciation and amortisation expense	284.100	282.600	833.000
	g	Other expenses	3107.200	2296.500	7070.500
		Total expenses	12014.700	12281.200	36152.000
3		Profit/ (Loss) from Operations before other income, finance costs	(1834.400)	(1825.400)	(3358.900)
4		Investment and Other income	360.200	191.100	844.400
5		Profit/ (Loss) from ordinary activities before finance costs and Forex Fluctuation	(1474.200)	(1634.300)	(2514.500)
6		Finance costs	1439.500	1379.500	4021.500
7		Forex Fluctuation (Gain)/ Loss	22.000	(64.000)	(134.600)
8		Exceptional items	2814.100	(124.600)	2708.800
9		Profit before tax	(5749.800)	(2825.200)	(9110.200)
10		Tax expense	(1205.700)	(209.800)	(1451.100)
11		Net Profit/ (Loss) for the period	(4544.100)	(2615.400)	(7659.100)
14		Paid-up Equity Share Capital (Face value Re.1 per share) (Note 6)	271.600	271.600	271.600
15		Reserves excluding Revaluation Reserve as per balance sheet of previous accounting year			9072.600
16		Earnings per share Basic Diluted	(33.47) (33.47)	(19.26) (19.26)	(56.41) (56.41)
		Ratio Debt Service coverage Ratio (DSCR)* Interest service coverage Ratio (ISCR)**			(2.09) (1.12)
A		PARTICULARS OF SHAREHOLDING
1		Public shareholding
		- Number of shares	88743314	88743314	88743314
		- Percentage of Shareholding	65.01%	65.01%	65.01%
2		Promoters and Promoter Group Shareholding
	a	Pledged / Encumbered
		- Number of shares	44653699	44653699	44653699
		- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	93.50%	93.50%	93.50%
		(as a % of the total share capital of the company)	32.72%	32.72%	32.72%
	b	Non - encumbered
		- Number of shares	3103455	3103455	3103455
		- Percentage of shares (as a % of the total shareholding of Promoter and Promoter group)	6.50%	6.50%	6.50%
		(as a % of the total share capital of the company)	2.27%	2.27%	2.27%

B	INVESTOR COMPLAINTS [In Numbers]	31.12.2013
	Pending at the beginning of the quarter	0
	Received during the quarter	11
	Disposed of during the quarter	11
	Remaining unresolved at the end of the quarter	0

STATEMENT OF STANDALONE ASSETS AND LIABILITIES

(Rs. In Millions)

SOURCES OF FUNDS	30.12.2013
EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	275.000
(b) Reserves & Surplus	10182.800
	10457.800
(3) Non-Current Liabilities
(a) long-term borrowings	32584.800
(b) Deferred tax liabilities (Net)	0.000
(c) Other long term liabilities	4344.300
(d) long-term provisions	1933.300
	38862.400
(4) Current Liabilities
(a) Short term borrowings	10850.300
(b) Trade payables	15117.700
(c) Other current liabilities	8909.700
(d) Short-term provisions	107.800
	34985.500
TOTAL	84305.700
ASSETS
(1) Non-current assets
(a) Fixed Assets
- Tangible Assets	11264.200
- Intangible Assets	12.500
- Capital work in progress	299.000
	11575.700
(b) Non-current Investments	1818.800
(c)Deferred Tax Assets	773.700
(d)Long-term Loan and Advances	21856.900
(e) Long term trade receivable	8699.000
(f)Other Non-current assets	890.800
	34039.200
(2) Current assets
(a) Current investments	21.400
(b) Inventories	17519.500
(c) Trade receivables	12826.300
(d) Cash and cash equivalents	904.500
(e) Short-term loans and advances	3885.100
(f) Other current assets	3534.000
	38690.800
TOTAL	84305.700

Note:

The Audited Financial Results were reviewed by the Audit Committee and taken on record by the Board of Directors of the Company at its meeting held on March 18, 2014.

The figures for the quarter ended December 31, 2013 are the balancing figure between the audited figures in respect of full financial period ended December 31, 2013 and the unaudited year to date published figures upto September 30, 2013.

2. The Auditor has qualified their audit report on the following matters:-

a) Their inability to opine on the adequacy of the provision towards impairment relating to investment in Franco Tosi Meccenica S.p.A. (FTM), step down subsidiary:

Management Response:

The application for a pre-insolvency procedure filed by FTM was admitted by the court of Milan on June 07, 2013 after having received confirmation of the possibility of continuity of the company, by calling for bids for the lease of its business. The successful bidder for the lease was foreseen to be finalized by early December 2013. However till date no decision in this regard is forthcoming. The continuous delay in final closure has put the ongoing projects at risk, unless immediate steps are taken to scale up the execution with intent to meet the existing project schedules. In light of the ongoing procedure no financial statements of the company have been released to date and it is expected that this will not be released until the entire process is complete. The management is in an advance stage of negotiation with intended buyer to sell its stake in the said company.

b) Their inability to opine on the adequacy of provision for impairment relating to Investment and advance in SAE S.r.l. step down subsidiary of the Company.

Management Response:

The Company has exposure towards investment and guarantee against acquisition loan. On the basis of offer received from intended buyer and following principle of conservatism the Company has made a provision of Rs. 1104.500 millions and Rs. 882.900 millions towards guarantees given for acquisition loan taken by SPV.

c) Amount contributed in excess of limit prescribe under Section 293(1)(e) of the Companies Act, 1956 of Rs. 5.200 millions

d) The Company's application for waiver of excess remuneration of Rs. 18.400 Millions paid to CMD and Rs. 2.500 Millions paid to an Executive Director during the year 2011-12 has been rejected. The Company has preferred a representation to the Ministry to reconsider its decision and reply is awaited.

The Company's application for payment of remuneration to Chairman and Managing Director for the year 2012-13 of Rs. 68.500 Millions and 2013-14 of Rs. 41.400 Millions is pending for approval with the Central Government.

The Company's application for payment of remuneration to Mr. Himanshu Parikh for year 2012-13 has been approved for Rs. 16.600 Millions as against proposed remuneration of Rs. 17.100 Millions.

3. The Company is engaged mainly in "Construction and Engineering" segment. The Company also has "Real Estate Development" and Windmills as other segments. Revenue from such activities is not significant and accounts for less than 10% of the total revenue and total assets of the Company. Therefore no disclosure of separate segment reporting as required in terms of Accounting Standard AS - 17 is done in respect of these segments.

4. The Board of Directors in their meeting held on February 18, 2014 and as confirmed by the CDR EG, the Company has closed its financial year as at December 31, 2013. Accordingly these financial statements are for a period of 9 months from April 01, 2013 to December 31, 2013 and are not comparable with the figures for the previous year of 12 months.

5. Corresponding figures of the previous period have been regrouped / rearranged wherever necessary.

INDEX OF CHARGES

S. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10416990	23/03/2013	2,000,000,000.00	BANK OF BARODA	1ST FLOOR, 3, WALCHAND HIRACHAND MARG, BALLARD PIER, MUMBAI, Maharashtra - 400001, INDIA	B72343288
2	10413026	28/01/2013	4,750,000,000.00	United Bank of India Corporate Finance Branch	11 Hemanta Basu Sarani, United Towers Ground Floor, Kolkata, West Bengal - 700001, INDIA	B71185169
3	10403077	15/01/2013	400,000,000.00	Export-Import Bank of India	Centre 1, Floor 21, World Trade Centre, Cuffe Parade, Mumbai, Maharashtra - 400001, INDIA	B68123876
4	10406118	09/01/2013	2,000,000,000.00	CANARA BANK	PRIME CORPORATE BRANCH II, VERMA CHAMBERS, 2ND FLOOR, HOMJI STREET, FORT, MUMBAI, Maharashtra - 400001, INDIA	B68586072
5	10406134	09/01/2013	2,000,000,000.00	CANARA BANK	PRIME CORPORATE BRANCH II, VERMA CHAMBERS, 2ND FLOOR, HOMJI STREET, FORT, MUMBAI, Maharashtra - 400001, INDIA	B68619584
6	10388770	26/11/2012 *	2,250,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, UNION BANK BHAVAN, 229, VIDHAN BHAVAN, NARIMAN POINT, MUMBAI, Maharashtra - 400021, INDIA	B63834907
7	10391990	23/10/2012	550,000,000.00	EXPORT IMPORT BANK OF INDIA	Centre One, Floor 21, World trade Centre, Cuffe Parade, Mumbai, Maharashtra - 400005, INDIA	B64141963
8	10378890	05/10/2012 *	2,500,000,000.00	UNITED BANK OF INDIA CORPORATE FINANCE BRANCH KOLK ATA	11 HEMANTA BASU SARANI, UNITED TOWERS GROUND FLOOR, KOLKATA, West Bengal - 700001, INDIA	B59173310
9	10379048	21/09/2012	2,000,000,000.00	UCO BANK	FLAGSHIP CORPORATE BRANCH, MAFATLAL CENTRE, NARIMAN POINT, MUMBAI, Maharashtra - 400021, INDIA	B59105882
10	10365133	18/06/2012	1,000,000,000.00	SYNDICATE BANK	G-001, RAJAN HOUSE, A S MARATHE MARG, PRABHADEVI, MUMBAI, Maharashtra - 400025, INDIA	B43478833
11	10313962	28/09/2011	2,000,000,000.00	IDBI BANK LIMITED	5TH FLOOR, INFRASTRUCTURE CORPORATE GROUP, IDBI TOWER, CUFFE PARADE, MUMBAI, Maharashtra - 400005, INDIA	B23851520
12	10290261	21/05/2011	400,000,000.00	Export-Import Bank of India	Centre One, Floor 21, World Trade Centre, Cuffe Parade, Mumbai, Maharashtra - 400005, INDIA	B14287684
13	10242213	17/09/2010	1,000,000,000.00	Axis Trustee Services Limited	MAKER TOWERS 'F', 6TH FLOOR, CUFFE PARADE, COLABA, MUMBAI, Maharashtra - 400005, INDIA	A95365284
14	10243587	28/07/2010 *	750,000,000.00	BANK OF MAHARASHTRA	WHC ROAD, BHOLE BUILDING, DHARAMPETH, MUMBAI, Maharashtra - 440010, INDIA	A99406928
15	10171456	22/03/2011 *	740,000,000.00	Axis Trustee Services Limited	MAKER TOWERS 'F', 13TH FLOOR, CUFFE PARADE, COLABA, MUMBAI, Maharashtra - 400005, INDIA	B10324382
16	10156798	24/04/2009	2,964,000,000.00	3i Infotech Trusteeship Services Limited	3rd to 6th floor, International Infotech Park, Tower No.5, Vashi Railway Station Complex, Vashi, Navi Mumbai, Maharashtra - 400703, INDIA	A61322574
17	10148852	11/02/2009	450,000,000.00	IDBI Bank Limited	IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, Maharashtra - 400005, INDIA	A59310748
18	10138815	27/12/2008	450,000,000.00	IDBI Bank Limited	IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, Maharashtra - 400005, INDIA	A55143028
19	10131192	22/03/2011 *	1,000,000,000.00	Axis Bank Limited	Axis House, Second Floor E, Bombay Dyeing Mill Comp., Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, INDIA	B10434041
20	10110414	22/03/2011 *	500,000,000.00	Axis Bank Limited	Axis House, Second Floor E, Bombay Dyeing Mill Comp., Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, INDIA	B10324606
21	80013161	01/06/2012 *	117,000,000,000.00	CANARA BANK (LEAD BANK - CONSORTIUM)	PCB-II FORT MUMBAI SYN BANK, AB, PNB, BOB,ICICI, IDBI, OBC AND DBS (MEMBERS), MUMBAI, Maharashtra - 400001, INDIA	B41829797

* Date of charge modification

FIXED ASSETS:

• Leasehold Land
• Freehold Property
• Plant And Machinery
• Motor Vehicles
• Office Equipments
• Electrical Installation
• Windmills

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.60.70
UK Pound	1	Rs.100.11
Euro	1	Rs.83.81

INFORMATION DETAILS

Information Gathered by :	PRT
Report Prepared by :	DPH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	1
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		29

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.