MIRA INFORM REPORT

Report No. :	347824
Report Date :	02.11.2015

IDENTIFICATION DETAILS

Name :	SADBHAV ENGINEERING LIMITED
Registered Office :	Sadbhav House, Opposite Law Garden Police Chowki, Ellisbridge, Ahmedabad – 380006, Gujarat
Tel. No.:	91-79-26463384
Country :	India
Financials (as on) :	31.03.2015
Date of Incorporation :	03.10.1988
Com. Reg. No.:	04-011322
Capital Investment / Paid-up Capital :	Rs. 171.501 Million
CIN No.: [Company Identification No.]	L45400GJ1988PLC011322
IEC No.:	0800008154
TAN No.: [Tax Deduction & Collection Account No.]	AHMS00707A
PAN No.: [Permanent Account No.]	AADCS0852Q
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in the business of development of infrastructure facilities in areas of canals, irrigations projects, roads, bridge, mining activities on contract basis, dams which includes civil, electrical and mechanical contractor, designer and engineers, structural contractor, earthwork contractor for repairing, reconstruction, renovation, demolitions and construction of canals, irrigations projects, roads, bridge, dams.
No. of Employees :	4500 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Good
Payment Behaviour :	Slow and Delayed
Litigation :	Exist
Comments :	Subject was incorporated in 1988. It has evolved as one of the prominent developers and engineering, procurement and construction (EPC) contractors in India. It had floated a wholly-owned subsidiary – Sadbhav Infrastructure Project Limited (SIPL) as a holding company of BOT projects. It operates in four distinct business areas in the construction sector viz., BOT road projects, cash contract-based road projects, irrigation and mining. It has fine track record. The company possesses decent financial risk profile marked by adequate networth base along with fair liquidity and profitability. The rating also takes into consideration established track record in the Indian construction sector, demonstrated capability in the timely execution of large sized build-operate transfer (BOT) projects and its healthy and diversified order book position. The ratings also take into consideration, an acceptable share price of Rs. 316.55/- recorded by the company as against a face value of Re.1/- as on October 30, 2015. Trade relations are fair. Business is active. Payments are reported to be slow and delayed. The company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

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

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Commercial Paper = A1+
Rating Explanation	Have very strong degree of safety and carry Lowest credit risk.
Date	December 10, 2014

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 31-03-2015.

INFORMATION PARTED BY

Name :	Mr. Hiren Trivedi
Designation :	Accountant
Contact No.:	91-79-40400400
Date :	30.10.2015

LOCATIONS

Registered/ Head Office :	Sadbhav House, Opposite Law Garden Police Chowki, Ellisbridge, Ahmedabad – 380006, Gujarat, India
Tel. No.:	91-79-26463384/ 26405687/ 40400400/ 427
Fax No.:	91-79-26400210
E-Mail :	rahul.sheth@sadbhav.co.in sel@sadbhaveng.com
Website :	http://www.sadbhaveng.com
Location :	Owned
Locality :	Commercial
Corporate Office :	1st Floor, “Sadbhav”, Near Havmor Restaurant, B/H. Navrangpura Bus Stand, Navrangpura, Ahmedabad – 380009, Gujarat, India
Mumbai Office :	602/702, “C” Wing, Godrej Coliseum, Near Lokmanya, Behind Everard Nagar, Sion (East), Mumbai – 400022, Maharashtra, India
Workshop :	Village Ognaj, Tal. Daskroi, District Ahmedabad, Gujarat, India

DIRECTORS

AS ON 31.03.2015

Name :	Mr. Vishnubhai M. Patel
Designation :	Chairman and Managing Director
Date of Birth/Age :	74 Years
Qualification :	S.S.C.
Experience :	47 Years
Name :	Mr. Shashin V. Patel
Designation :	Joint Managing Director
Date of Birth/Age :	02.04.1981
Qualification :	MBA
Functional Expertise	In field of Management Information System, Project Bidding and Execution
Date of Appointment :	23.05.2000
Directorship in other Companies :	· Sadbhav Infrastructure Project Limited · Aurangabad - Jalna Tollway Limited · Nagpur - Seoni Express Way Limited · Sadbhav Realty Private Limited · Maharashtra Border Check Post Network Limited · Shreenathji – Udaipur Tollway Private Limited · Bhilwara – Rajsamand Tollway Private Limited
Name :	Mr. Vasistha C. Patel
Designation :	Executive Director
Name :	Mr. Vikram R. Patel
Designation :	Executive Director
Name :	Mr. Nitin R. Patel
Designation :	Executive Director and CFO
Date of Birth/Age :	04.08.1968
Qualification :	B. Com. A.C.A
Functional Expertise	Finance and Accounts, Audit, Taxation, Project Bidding and Execution, Cost Analysis
Date of Appointment :	01.08.1999
Directorship in other Companies :	· Ahmedabad Ring Road Infrastructure Limited · Sadbhav Quarry Works Private Limited · Maharashtra Border Check Post Network Limited · Hyderabad – Yadgiri Tollway Private Limited · Bijapur – Hungund Tollway Private Limited · Sadbhav Infrastructure Project Limited · Dhule Palesner Tollway Limited
Name :	Mr. Sandip V. Patel
Designation :	Independent Director
Name :	Mr. Atul N. Ruparel
Designation :	Independent Director
Name :	Mr. Arun S. Patel
Designation :	Independent Director
Name :	Mr. Sandip A. Sheth
Designation :	Independent Director
Name :	Mr. Mirat N. Bhadlawala
Designation :	Independent Director
Name :	Mrs. Purvi S. Parikh
Designation :	Independent Director
Date of Birth/Age :	11.01.1982
Qualification :	B. Com, FCA. CISA (USA)
Functional Expertise	Finance and Accounts, Management Assurance in diverse industries
Date of Appointment :	12.02.2015
Directorship in other Companies :	Bijapur – Hungund Tollway Private Limited

KEY EXECUTIVES

Name :	Mr. Hiren Trivedi
Designation :	Accountant
Name :	Mr. Vijay Kalyani
Designation :	Company Secretary
Board Committees :	Audit Committee Mr. Sandip V. Patel Chairman Mr. Nitin R. Patel Member Mr. Atul N. Ruparel Member Mr. Arun S. Patel Member Nomination and Remuneration Committee Mr. Atul N. Ruparel Chairman Mr. Sandip V. Patel Member Mr. Arun S. Patel Member Mr. Sandip A. Sheth Member Stakeholders Relationship Committee Mr. Mirat N. Bhadlawala Chairman Mr. Sandip V. Patel Member Mr. Nitin R. Patel Member Mr. Vasistha C. Patel Member Finance and Investment Committee Mr. Vishnubhai M. Patel Chairman Mr. Shashin V. Patel Member Mr. Nitin R. Patel Member Mr. Vasistha C. Patel Member Mr. Atul N. Ruparel Member Corporate Social Responsibility Committee Mr. Vishnubhai M. Patel Chairman Mr. Vasistha C. Patel Member Mr. Mirat N. Bhadlawala Member Mr. Sandip A. Sheth Member

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2015

Category of Shareholder	Total No. of Shares	As a %
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	60256765	35.13
Bodies Corporate	16545275	9.65
Any Others (Specify)	3993840	2.33
Trusts	3993840	2.33
Sub Total	80795880	47.10
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	80795880	47.10
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	46454090	27.08
Financial Institutions / Banks	26958	0.02
Foreign Institutional Investors	25224156	14.71
Sub Total	71705204	41.80
(2) Non-Institutions
Bodies Corporate	14539400	8.48
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	3486084	2.03
Any Others (Specify)	1007232	0.59
Clearing Members	49196	0.03
Non Resident Indians	140447	0.08
Others	542411	0.32
Hindu Undivided Families	273678	0.16
Trusts	1500	0.00
Sub Total	19032716	11.10
Total Public shareholding (B)	90737920	52.90
Total (A)+(B)	171533800	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	171533800	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl. No.	Name of the Shareholders	Details of Shares held
		No. of Shares held	As a
1	Vishnubhai M Patel	2,34,29,220	13.66
2	Shantaben V Patel	1,47,15,375	8.58
3	Girish N Patel	6,75,500	0.39
4	Shashin V Patel	54,99,720	3.21
5	Vikram R Patel	46,08,750	2.69
6	Vasistha C Patel	32,02,150	1.87
7	Vishnubhai M Patel- HUF	45,81,700	2.67
8	Santokba Trust	39,93,840	2.33
9	Sadbhav Finstock Private Limited	1,65,45,275	9.65
10	Vipul H Patel	1,66,850	0.10
11	Patel Rekhaben Vishnubhai	6,75,500	0.39
12	Patel Truptiben Vishnubhai	6,75,500	0.39
13	Bhavna Vikramkumar Patel	6,75,500	0.39
14	Alpa Dharmin Patel	6,75,500	0.39
15	Patel Rajeshreeben Vishnubhai	6,75,500	0.39
	Total	8,07,95,880	47.10

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholders	No. of Shares held	Shares as % of Total No. of Shares
1	Tata Balanced Fund	7823175	4.56
2	HDFC Trustee Company Limited A/C HDFC Mid-Cap Opportunities Fund	14808057	8.63
3	Nomura India Investment Fund Mother Fund	5389186	3.14
4	East Spring Investments India Infrastructure Equity Open Limited	2389105	1.39
5	SBI Blue Chip Fund	2669000	1.56
6	ICICI Prudential Value Discovery Fund	12117258	7.06
7	DSP Blackrock Small And Mid Cap Fund	5070155	2.96
8	Abu Dhabi Investment Authority-Behave	1902100	1.11
9	ICICI Prudential Life Insurance Company Ltd	7786866	4.54
	Total	59954902	34.95

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares
1	ICICI Prudential Value Discovery Fund	12117258	7.06
2	HDFC Trustee Company Limited A/C HDFC Mid-Cap Opportunities Fund	14808057	8.63
	Total	26925315	15.70

Details of Locked-in Shares

Sl. No.	Name of the Shareholders	No. of Shares	Locked-in Shares as %
1	Vishnubhai M. Patel	56,00,000	3.26
2	Vikram R. Patel	12,00,000	0.70
3	Vasistha C. Patel	12,00,000	0.70
	Total	80,00,000	4.66

BUSINESS DETAILS

Line of Business :	Subject is engaged in the business of development of infrastructure facilities in areas of canals, irrigations projects, roads, bridge, mining activities on contract basis, dams which includes civil, electrical and mechanical contractor, designer and engineers, structural contractor, earthwork contractor for repairing, reconstruction, renovation, demolitions and construction of canals, irrigations projects, roads, bridge, dams.
Brand Names :	--
Agencies Held :	--
Exports :	--
Imports :	--
Terms :
Selling :	Cash and Credit
Purchasing :	Cash and Credit

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference:	Not Divulged
Name of the Person (Designation):	Not Divulged
Contact Number:	Not Divulged
Since how long known:	Not Divulged
Maximum limit dealt:	Not Divulged
Experience:	Not Divulged
Remark	Not Divulged

Customers :

Others (Development)

Reference:	Not Divulged
Name of the Person (Designation):	Not Divulged
Contact Number:	Not Divulged
Since how long known:	Not Divulged
Maximum limit dealt:	Not Divulged
Experience:	Not Divulged
Remark	Not Divulged

No. of Employees :

4500 (Approximately)

Bankers :

Bank Name:	Oriental Bank of Commerce
Branch:	Ashram Road, Ahmedabad – 380009, Gujarat, India
Person Name (with Designation):	Not Divulged
Contact Number:	Not Divulged
Name of Account Holder:	Not Divulged
Account Number:	Not Divulged
Account Since (Date/ Year of A/c Opening):	Not Divulged
Average Balance Maintained (Optional):	Not Divulged
Credit Facilities Enjoyed (CC/OD/Term Loan):	Not Divulged
Account Operation:	Not Divulged
Remarks:	Not Divulged

· Punjab National Bank

Ashram Road, Ahmedabad – 380009, Gujarat, India

· Yes Bank Limited

Nehru Centre, Discovery of India Building, Dr. Annie Basant Road, Worli, Mumbai – 400018, Maharashtra, India

· Standard Chartered Bank

Near Mithakali Six Road, Navrangpura, Ahmedabad – 380006, Gujarat, India

· The Karur Vysya Bank Limited

· Indian Overseas Bank

· ICICI Bank Limited

· IDBI Bank Limited

Facilities :

SECURED LOANS	31.03.2015 (Rs. In Million)	31.03.2014 (Rs. In Million)
LONG-TERM BORROWINGS
Secured redeemable non-convertible debentures ICICI Bank [180 (196) debentures of ₹ 10.000 Million each]	2800.000	1800.000
From Banks Foreign Currency Term Loan (ECB)	765.788	1158.859
Rupee Term Loan	1402.425	857.853
From Financial Institutions (Secured by way of hypothecation of specific machineries and equipments purchased)	614.774	398.559
SHORT TERM BORROWINGS
Loans repayable on demand Short Term Loans From Banks	2548.162	2819.118
Overdraft due to Issuance of Cheques	350.587	503.460
Total	8481.736	7537.849

Banking Relations :	--
Statutory Auditors :
Name :	Surana Maloo and Company Chartered Accountants
Memberships :	--
Collaborators :	--
Subsidiary Company :	· Sadbhav Infrastructure Project Limited · Mysore-Bellary Highway Private Limited
Step-down Subsidiaries :	· Nagpur-Seoni Express Way Limited, · Ahmedabad Ring Road Infrastructure Limited, · Aurnagabad-Jalna Tollway Limited, · Rohtak Panipat Tollway Private Limited · Bijapur Hungund Tollway Private Limited · Hyderabad Yadgiri Tollway Private Limited · Maharashtra Border Check Post Network Limited · Shreenathji Udaipur Tollway Private Limited · Bhilwara Rajsamand Tollway Private Limited · Solapur Bijapur Tollway Private Limited · Rohtak-Hissar Tollway Private Limited
Associate Companies :	· Mumbai Nasik Expressway Limited · Dhule Palesner Tollway Limited
Joint Ventures :	· SEL-GKC JV · Sadbhav-Annapurna · Sadbhav-Vishnushiva · Sadbhav-Vaishnovi · Corsan Corviam Construction SA - Sadbhav
Entities in which KMP / relatives of KMP can exercise significant influence :	· Sarjan Infracon Private Limited · Veer Procon Limited · Sadbhav Finstock Private Limited · Sadbhav Realty Private Limited · Sadbhav Quarry Works Private Limited, · Sadbhav Public Charitable Trust, · Bhavna Engineering Company Private Limited · Saakar Infra Nirman Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2015

Authorised Capital :

No. of Shares	Type	Value	Amount
200000000	Equity Shares	Re. 1/- each	Rs. 200.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
171500800	Equity Shares	Re. 1/- each	Rs. 171.501 Million

Reconciliation of Nos. of Equity Shares with voting rights:

Outstanding at the beginning of the year	(Nos.)	151662300
Addition during the year towards ESOP	(Nos.)	264500
Addition during the year on Conversion of Share Warrant into Equity	(Nos.)	8000000
Addition during the year on allotment of shares to QIB	(Nos.)	11574000
Outstanding at the end of the year	(Nos.)	171500800

Rights of Shareholders and Repayment of Capital:

(i) The Company has only one class of shares referred to as equity shares having a par value of Re. 1/-.

(ii) Each holder of equity shares is entitled to one vote per share.

(iii) In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

Shares with voting rights held by each share holder holding more than 5% Equity shares of the company

Name of Share Holder(s)	As at March 31, 2015
	No. of shares	(%age)
Vishnubhai M. Patel	23429220	13.66
Sadbhav Finstock Private Limited	16545275	9.65
Shantaben V. Patel	14715375	8.58
ICICI Prudential Value Discovery Fund	13271678	7.74
HDFC Trustee Co. Ltd.-HDFC Tax Saver Fund	10719680	6.25

Shares reserved for Issue under ESOP @ ₹ 50/- per share (Face Value Re. 1/-) (Nos.) 72000

The activity in the ESOP-2008 during the Year ended at March 31, 2015 and March 31, 2014 is set out below:

Particulars	No. of shares
Option outstanding in the beginning of the year	382500
Option granted during the year	0
Less: Exercised	264500
Less: Forfeited/Lapsed	46000
Option outstanding at year end	72000
Option execisable at year end	72000

As at March 31, 2015 72,000 equity shares have been kept reserved for issue against the outstanding options. All shares are vested and are exercisable at any point of time within three years from the date of vesting.

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2015	31.03.2014	31.03.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	171.501	151.662	150.946
(b) Reserves & Surplus	13349.076	9189.053	8174.241
(c) Money received against share warrants	0.000	231.500	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	13520.577	9572.215	8325.187
(3) Non-Current Liabilities
(a) Long-term borrowings	5582.987	4215.271	3121.594
(b) Deferred tax liabilities (Net)	244.083	356.681	316.917
(c) Other long term liabilities	337.077	491.714	781.919
(d) long-term provisions	0.000	0.000	22.685
Total Non-current Liabilities (3)	6164.147	5063.666	4243.115
(4) Current Liabilities
(a) Short term borrowings	3799.898	4417.824	3609.569
(b) Trade payables	4410.925	3733.742	3290.660
(c) Other current liabilities	5734.631	6247.929	3300.386
(d) Short-term provisions	1619.890	1218.926	2139.390
Total Current Liabilities (4)	15565.344	15618.421	12340.005
TOTAL	35250.068	30254.302	24908.307
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	5341.345	4975.669	3294.307
(ii) Intangible Assets	15.893	6.188	8.339
(iii) Capital work-in-progress	0.000	0.000	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	5312.632	5210.041	5384.528
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	5588.353	4562.559	1519.631
(e) Other Non-current assets	0.000	0.000	0.000
(f) Long-term Trade receivables	292.668	198.752	416.779
Total Non-Current Assets	16550.891	14953.209	10623.584
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	2133.717	1638.210	1021.902
(c) Trade receivables	9067.491	7318.716	7364.915
(d) Cash and cash equivalents	351.075	761.724	217.551
(e) Short-term loans and advances	6505.534	4893.658	5346.306
(f) Other current assets	641.360	688.785	334.049
Total Current Assets	18699.177	15301.093	14284.723
TOTAL	35250.068	30254.302	24908.307

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2015	31.03.2014	31.03.2013
	SALES
		Revenue from Operations	29698.474	23581.236	18109.980
		Other Income	655.447	368.831	103.478
		TOTAL	30353.921	23950.067	18213.458
Less	EXPENSES
		Cost of Materials Consumed	7352.921	3779.607	2683.835
		Construction Expenses	16967.075	15670.762	12512.873
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	41.820	0.000	0.000
		Employees benefits expense	973.873	601.713	428.074
		Other expenses	1360.428	1039.726	927.725
		TOTAL	26696.117	21091.808	16552.507
	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		3657.804	2858.259	1660.951
Less	FINANCIAL EXPENSES		1382.231	1181.149	843.697
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		2275.573	1677.110	817.254
Less/ Add	DEPRECIATION/ AMORTISATION		817.071	473.997	318.225
	EXCEPTIONAL ITEMS		0.000	(383.476)	609.398
	PROFIT BEFORE TAX		1458.502	819.637	1108.427
Less	TAX		321.188	(241.997)	367.691
	PROFIT AFTER TAX		1137.314	1061.634	740.736
	IMPORTS
		Capital goods (Machineries)	99.033	27.353	41.770
	Earnings Per Share (Rs.)
	Basic		7.25	7.01	4.91
	Diluted		7.25	7.01	4.89

Expected Sales (2015-2016): Rs.35000.000 Million

The above information has been parted by Mr. Hiren Trivedi (Accountant)

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

PARTICULARS	31.03.2015	31.03.2014	31.03.2013
Current Maturities of Long term debt
Non Convertible Debentures	200.000	160.000	326.000
Foreign Currency Term Loan	429.926	445.686	0.000
Loan from Banks	626.006	870.954	518.802
Loan from Financial Institutions	324.761	147.394	53.877
Total	1580.693	1624.034	898.679
Cash generated from Operations	223.782	5108.632	1152.969
Net Cash from Operating Activities	(365.014)	4622.566	658.131

QUARTERLY RESULTS

PARTICULARS	30.06.2015
Type	1^st Quarter
Net Sales	8292.880
Total Expenditure	7398.970
PBIDT (Excl OI)	893.910
Other Income	161.360
Operating Profit	1055.270
Interest	356.210
Exceptional Items	0.000
PBDT	699.060
Depreciation	203.270
Profit Before Tax	495.790
Tax	101.030
Provisions and contingencies	0.000
Profit After Tax	394.760
Extraordinary Items	0.000
Prior Period Expenses	0.000
Other Adjustments	0.000
Net Profit	394.760

KEY RATIOS

PARTICULARS		31.03.2015	31.03.2014	31.03.2013
Net Profit Margin (PAT / Sales)	(%)	3.83	4.50	4.09
Operating Profit Margin (PBDIT/Sales)	(%)	12.32	12.12	9.17
Return on Total Assets (PBT/Total Assets}	(%)	4.92	3.30	5.80
Return on Investment (ROI) (PBT/Networth)		0.11	0.09	0.13
Debt Equity Ratio (Total Liability/Networth)		0.81	1.07	0.92
Current Ratio (Current Asset/Current Liability)		1.20	0.98	1.16

STOCK PRICES

Face Value	Re. 1/-
Market Value	Rs. 316.55/-

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particulars	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	150.946	151.662	171.501
Reserves & Surplus	8174.241	9189.053	13349.076
Money received against share warrants	0.000	231.500	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	8325.187	9572.215	13520.577
Long-term borrowings	3121.594	4215.271	5582.987
Short term borrowings	3609.569	4417.824	3799.898
CURRENT MATURITIES OF LONG-TERM DEBTS	898.679	1624.034	1580.693
Total borrowings	7629.842	10257.129	10963.578
Debt/Equity ratio	0.916	1.072	0.811

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	18109.980	23581.236	29698.474
		30.211	25.941

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	18109.980	23581.236	29698.474
Profit	740.736	1061.634	1137.314
	4.09%	4.50%	3.83%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	Yes
8	Designation of contact person	Yes
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	Yes
33	Market information	--
34	Payments terms	Yes
35	Negative Reporting by Auditors in the Annual Report	No

`

LITIGATION DETAILS

HIGH COURT OF GUJARAT

CIVIL APPLICATION (FOR DIRECTION) NO. 12063 OF 2014

IN LETTERS PATENT APPEAL / 1070 / 2014 ( PENDING )

Status: PENDING (Converted from : C/CAST/12089/2014 ) CCIN No : 001003201412063

Next Listing Date : 03.02.2015

Coram HONOURABLE MR.JUSTICE M.R. SHAH Note Before: HONOURABLE MR.JUSTICE C.L. SONI

HONOURABLE MR.JUSTICE R.D.KOTHARI

S.NO.	Name of the Petitioner	Advocate On Record
1 2 3	MONTECARLO LIMITED KANUBHAI PATEL MRUNAL PATEL	SINGHI & CO for: Petitioner(s) 1 - 3
S.NO.	Name of the Respondent	Advocate On Record
1 2 3 4 5 6 7 8 9 10	SADBHAV INFRASTRUCTURE PROJECT LIMITED GIRISH DAYALAL PATEL COMPANY LAW BOARD BIJAPUR HUNGUND TOLLWAY PRIVATE LIMITED SADBHAV ENGINEERING LIMITED VISHNUBHAI PATEL VASISTHA PATEL NITIN PATEL SHASHIN PATEL RAVI KAPOOR	M/S WADIAGHANDY & CO for :Respondent(s) 1 - 2 MRS MAUNA M BHATT for :Respondent(s) 4 MR PREMAL R JOSHI for :Respondent(s) 5

Presented On	: 16/10/2014	Registered On	: 16/10/2014
Bench Category	: -	District	: AHMEDABAD
Case Originated From	: THROUGH HIS/HER/THEIR ADVOCATE	Listed	: 3 times
Stage Name	: FOR FINAL HEARING
Classification	DB - CIVIL MISC. APPLICATION - CODE OF CIVIL PROCEDURE, 1908 - REVIEW / MODIFICATION / DIRECTION / EXTENSION OF TIME / CLARIFICATION
Act	CIVIL PROCEDURE CODE, 1908

Office Detail

S. No.	Filing Date	Document Name	Advocate Name	Court Fee on Document	Document Details
1	16/10/2014	ADVANCE COPY OF PETITION	M/S WADIAGHANDY & CO ADVOCATE for RESPONDENT(s)  1	0	M/S WADIAGHANDY & CO(5679) for R:1 - 2
2	16/10/2014	ADVANCE COPY OF PETITION	MR PREMAL R JOSHI ADVOCATE for RESPONDENT(s)  5	0	MR PREMAL R JOSHI(1327) for R:5
3	16/10/2014	ADVANCE COPY OF PETITION	MRS MAUNA M BHATT ADVOCATE for RESPONDENT(s)  4	0	MRS MAUNA M BHATT(174) for R:4
4	16/10/2014	APPEARANCE NOTE	SINGHI & CO ADVOCATE for PETITIONER(s)  1	0	SINGHI & CO(2725) for P:1 - 3
5	16/10/2014	MEMO OF APPEAL/PETITION/SUIT	SINGHI & CO ADVOCATE for PETITIONER(s)  1	20	SINGHI & CO(2725), for P:1 - 3
Court Proceedings

S. No.	Notified Date	Court Code	Board Sr. No.	Stage	Action	Coram
1	11/11/2014	4	41	NOTICE & ADJOURNED MATTERS	NEXT DATE	HONOURABLE MR.JUSTICE JAYANT PATEL  HONOURABLE MR.JUSTICE M.R. SHAH and HONOURABLE MR.JUSTICE AKIL KURESHI and HONOURABLE MR.JUSTICE C.L. SONI and HONOURABLE MR.JUSTICE R.D.KOTHARI and HONOURABLE MR.JUSTICE VIPUL M PANCHOLI
2	20/11/2014	51	15	NOTICE & ADJOURNED MATTERS	NEXT DATE	HONOURABLE MR.JUSTICE M.R. SHAH  HONOURABLE MR.JUSTICE R.D.KOTHARI
3	03/02/2015	51	-	FOR FINAL HEARING		HONOURABLE MR.JUSTICE M.R. SHAH  HONOURABLE MR.JUSTICE R.D.KOTHARI
Available Orders

S. No.	Case Details	Judge Name	Order Date	CAV	Judgment	Questions	Transferred	Download
1	LETTERS PATENT APPEAL/1070/2014	HONOURABLE MR.JUSTICE AKIL KURESHI  HONOURABLE MR.JUSTICE VIPUL M PANCHOLI	11/11/2014	N	ORDER	-	Y	Download
	LETTERS PATENT APPEAL/1070/2014	HONOURABLE MR.JUSTICE M.R. SHAH  HONOURABLE MR.JUSTICE R.D.KOTHARI	20/11/2014	N	ORDER	-	Y	Download

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10599365	03/09/2015	18,720,000.00	SREI EQUIPMENT FINANCE LIMITED	'VISHWAKARMA', 86C, TOPSIA ROAD,, KOLKATA, WEST BENGAL - 700046, INDIA	C68574508
2	10599368	03/09/2015	8,170,200.00	SREI EQUIPMENT FINANCE LIMITED	'VISHWAKARMA', 86C, TOPSIA ROAD,, KOLKATA, WEST BENGAL - 700046, INDIA	C68574912
3	10590463	24/08/2015	45,800,000.00	TATA MOTORS FINANCE LIMITED	10TH FLOOR, 106 A & B, MAKER CHAMBERS III, NARIMAN POINT,, MUMBAI, MAHARASHTRA - 400021, INDIA	C63940761
4	10590751	20/08/2015	84,700,000.00	HDFC BANK LIMITED	HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, MAHARASHTRA - 400013, INDIA	C64117013
5	10584479	16/07/2015	84,700,000.00	HDFC BANK LIMITED	HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, MAHARASHTRA - 400013, INDIA	C61005179
6	10577430	29/06/2015	100,672,000.00	HDFC BANK LIMITED	HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, MAHARASHTRA - 400013, INDIA	C57698094
7	10575078	03/06/2015	84,700,000.00	HDFC BANK LIMITED	HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, MAHARASHTRA - 400013, INDIA	C56522105
8	10573878	01/06/2015	41,124,000.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW G  ARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C55921654
9	10572324	29/05/2015	76,232,070.00	SREI EQUIPMENT FINANCE LIMITED	'VISHWAKARMA', 86C, TOPSIA ROAD,, KOLKATA, WEST BENGAL - 700046, INDIA	C55117840
10	10577365	26/05/2015	9,134,360.00	DAIMLER FINANCIAL SERVICES INDIA PRIVATE LIMITED	UNIT 202, 2ND FLOOR, CAMPUS 3B,RMZ MILLENNIA, BUS  INESS PARK, NO.143, DR.M.G.R.ROAD, PERUNGUDI, CHENNAI, TAMIL NADU - 600096, INDIA	C57669525
11	10567949	07/05/2015	3,275,000.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C52933835
12	10564636	23/04/2015	8,353,800.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C51357671
13	10564018	17/04/2015	3,059,870.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C51095784
14	10563019	13/04/2015	13,050,168.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C50739101
15	10563025	01/04/2015	7,741,581.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C50742444
16	10558730	20/03/2015	33,075,000.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C48825509
17	10558731	20/03/2015	17,256,488.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C48826341
18	10558733	20/03/2015	17,327,250.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C48826895
19	10558727	11/03/2015	88,255,512.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C48824742
20	10550687	10/02/2015	25,647,062.00	DAIMLER FINANCIAL SERVICES INDIA PRIVATE LIMITED	UNIT 202, 2ND FLOOR, CAMPUS 3B,RMZ MILLENNIA, BUS  INESS PARK, NO.143, DR.M.G.R.ROAD,PERUNGUDI, CHENNAI, TAMIL NADU - 600096, INDIA	C44391910
21	10546563	23/01/2015	17,480,000.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C42204370
22	10545036	03/07/2015 *	5,308,000,000.00	IDBI TRUSTEESHIP SERVICES LIMITED	ASIAN BUILDING, GROUND FLOOR,, 14R KAMANI MARG. B  ALLARD ESTATE, MUMBAI, MAHARASHTRA - 400001, INDIA	C58214750
23	10542553	19/12/2014	42,800,000.00	TATA MOTORS FINANCE LIMITED	C/O. TATA MOTORS LIMITED, 3RD FLOOR,, NANAVATI MAHALAYA, 18, HOMI MODY STREET, MUMBAI, MAHARASHTRA  - 400001, INDIA	C40187791
24	10539340	10/11/2014	250,000,000.00	DCB BANK LIMITED	PENINSULLA BUSINESS PARK, TOWER A,, 6TH FLOOR, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI, MAHARASHTRA - 400013, INDIA	C38473229
25	10529510	05/11/2014	93,522,592.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, GUJARAT - 390015, INDIA	C32508756
26	10531291	22/10/2014	75,225,000.00	SREI EQUIPMENT FINANCE LIMITED	'VISHWAKARMA', 86C, TOPSIA ROAD,, KOLKATA, WEST BENGAL - 700046, INDIA	C33616046
27	10528557	08/10/2014	7,251,809.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C31895683
28	10528558	08/10/2014	13,865,486.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C31896012
29	10527540	06/10/2014	44,386,422.00	TATA CAPITAL FINANCIAL SERVICES LIMITED	ONE FORBES,, DR. V. B. GANDHI MARG, FORT, MUMBAI,  MAHARASHTRA - 400001, INDIA	C30999742
30	10527381	30/09/2014	22,193,211.00	TATA CAPITAL FINANCIAL SERVICES LIMITED	ONE FORBES,, DR. V. B. GANDHI MARG, FORT, MUMBAI,  MAHARASHTRA - 400001, INDIA	C30854053

* Date of charge modification

UNSECURED LOANS

PARTICULARS	31.03.2015 (Rs. In Million)	31.03.2014 (Rs. In Million)
SHORT TERM BORROWINGS
From Banks	820.000	1074.800
From Related parties From Directors	74.937	14.747
From Others (From Company in which Directors are Directors)	6.212	5.699
Total	901.149	1095.246

CORPORATE INFORMATION

The Company, Sadbhav Engineering Limited is engaged in the business of development of infrastructure facilities in areas of canals, irrigations projects, roads, bridge, mining activities on contract basis, dams which includes civil, electrical and mechanical contractor, designer and engineers, structural contractor, earthwork contractor for repairing, reconstruction, renovation, demolitions and construction of canals, irrigations projects, roads, bridge, dams. Company also establish, maintain, operate, lease or transfer the above infrastructure facilities on BOT, BOLT and BOOT basis. Company is also engaged in business of energy generation through Wind Power Project.

BUSINESS OVERVIEW

STANDALONE BASIS

The total income from operations during the year was ₹ 29698.500 Million against ₹ 23581.200 Million for the previous year resulting the Increase of 25.94% Operating profit (PBDIT) for the current year is ₹ 3657.800 Million (₹ 2858.300 Million in previous year) thereby resulting the increase of 27.97%. Net Profit after tax amounted to ₹ 1137.300 Million (₹ 1061.600 Million in previous year) thereby resulting increase of 7.13%. There has been no change in the nature of business of the Company during the applicable financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC

According to a report published by United Nations, a number of economies have encountered various country-specific challenges, including structural imbalances, infrastructural bottlenecks, increased financial risks and ineffective macroeconomic management, as well as geopolitical and political tensions. US Economy showed promising results in Q2 as opposed to its slowdown in Q1. Between the still persisting Euro crisis, China market crash and reduction in oil prices, developing countries and economies in transition have seen more divergent growth. The improvement in India’s economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI’s inflation focus supported by benign global commodity prices. The steps taken by the government in recent times have shown positive results as India’s gross domestic product (GDP) at factor cost at constant prices 2014-15 is ₹ 106.4 trillion (US$ 1.596 trillion), as against ₹ 99.21 trillion (US$ 1.488 trillion) in 2013-14, registering a growth rate of 7.3 per cent.

INDUSTRY SYNOPSIS

According to a financial survey conducted by World Bank, Indian economy is becoming the world’s fastest growing major economy from the Q4 of 2014, replacing China’s. Its growth is expected to continue at 7-7.5% despite the global downturn. The long-term growth prospective of the Indian economy is moderately positive due to its young population, corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. Also there are fewer restrictions on foreign direct investment (FDI) for infrastructure projects. Provision of Tax holidays for developers of most types of infrastructure projects, some of which are of limited duration is also present. Opening up of the infrastructure sector through PPPs is an added advantage to the investors.

OUTLOOK

Their past experience in the infrastructure industry has enriched them tremendously. According to Standard and Poor’s and Fitch, they both rate the India’s outlook as “stable”. Structural advantages, relatively benign commodity prices and liquidity conditions globally will keep India’s growth above its peers. Signs of sustainable growth from moves such as getting stalled infrastructure projects under way can be seen for Indian Infrastructure. The addressing of bottlenecks in the energy, mining and power sector; increasing investment to help close India’s major infrastructure gaps; taking further steps to simplify and expedite the process of acquiring land and obtaining environmental clearances are affirmative. Also with the influx of investment based policies in India for various sectors and projects they look forward to the benefit to the organization. They, at Sadbhav Engineering Limited are walking in lines with the government policing to showcase promising results in the sectors of Infrastructure, irrigation and mining.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.06.2015

(RS. IN MILLION)

PARTICULARS	Quarter Ended 30.06.2015
	(Unaudited)
Income from Operations	8292.884
Total Income from operations (net)	8292.884
Expenses
(a) Construction Expenses	6797.755
(b) Changes in inventories of finished goods, work in progress and stock in trade	0.000
(c) Employee benefit expenses	282.980
(d) Depreciation and amortization expenses	203.274
(e) Other Expenses	318.240
Total Expenses	7602.249
Profit from Operations before Other Income, Finance costs and Exceptional item	690.635
Other Income	17.080
Profit/ Loss from Ordinary Activities before Finance costs and Exceptional item	707.715
Finance costs	211.927
Profit/ Loss from Ordinary Activities after Finance costs but Exceptional item	495.788
Exceptional item	0.000
Profit/ Loss from Ordinary Activities before tax	495.788
Tax Expenses	101.028
Short/ Excess Provisions for Current Tax of earlier years	0.000
Net Profit/ Loss from Ordinary Activities after tax	394.760
Extraordinary Items	0.000
Net Profit for the period	394.760
Paid- up Equity Share Capital (Face value of the share – Re. 1)	171.501
Reserves excluding revaluation reserves as per balance sheet of Previous Accounting Year	--
Weighted average number of Equity Shares	171500800
Weighted average number of Diluted Equity Shares	171560970
Basic EPS before extra ordinary items (not annualized)	2.30
Diluted EPS before extra ordinary items (not annualized)	2.30
PARTICULARS OF SHAREHOLDING
1. Public shareholding
Number of Shares	90704920
Percentage of Shareholding	52.89
2. Promoters and promoter group shareholding
a) Pledged/Encumbered
- Number of Shares	24814856
- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	30.71
- Percentage of Shares (as a % of the Total Share Capital of the Company)	14.47
Non - encumbered
- Number of Shares	55981024
- Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	69.29
- Percentage of Shares (as a % of the total share capital of the company)	32.64

	Particulars	Quarter Ended 30.06.2015
B	Investor complaints (Nos.)
	Pending at the beginning of the quarter	0
	Received during the quarter	0
	Disposed of during the quarter	0
	Remaining unresolved at the end of the quarter	0

NOTES:

1) The above results were reviewed by the Audit Committee and were approved and taken on record by the Board of Directors at their meeting held on August 10, 2015.

2) Limited review as required under Clause 41 of the Listing Agreement has been carried out by the Statutory Auditors of the Company.

3) The figures have been regrouped and / or rearranged wherever considered necessary.

4) Effective from 01/04/2014 the company has charged depreciation based on the remaining useful life of the assets as per the requirements of the schedule II of the companies Act 2013 (the Act) except tor plant & machinery not used in Mining Sites. Depreciation on Plant & machinery other than used for mining sites are provided higher depreciation by taking lower useful life compared to useful life prescribed under schedule II of the Act. Consequently, the depreciation charged for the quarter ended on 30/06/2015 is higher by Rs.25.665 Million (Rs.17.009 Million).

5) Total Interest paid amounting to Rs.356.209 Million (Rs.327.382 Million) has been net off by Rs. 144.282 Million (Rs. 106.275 Million) towards the interest received on the loans given to subsidiaries.

6) Provision for Tax has been made as per Section 115 JB of Income Tax Act 1961 .Tax Expense includes provision for currant tax and deferred tax.

CONTINGENT LIABILITIES [AS ON 31.03.2015]:

a) Claims against the company not acknowledged as debt:-

(i) The Dy. Commissioner of Custom has passed the order for Demand of Custom duty towards import of Machineries ₹ 10.495 Million (₹ 10.495 Million) and Interest of ₹ 17.405 Million (₹ 17.405 Million). The Company has filed the Appeal to Commissioner of Customs (Appeal) “CCA” against the said order. The CCA, through its order, dismissed the appeal and directed the company to deposit ₹ 11.660 Million. The Company applied for a waiver from the payment of pre-deposit before the CESTAT, Mumbai, which was allowed. Subsequently, the company filed a special civil application before the Gujarat High Court for a stay against the demand made in the aforesaid show cause notice. The Gujarat High Court, through its order, directed the company to deposit 10% of the customs duty demanded by the Customs Department and remanded the matter to the CCA hence no provision is made in the books of accounts.

(ii) The Customs Department, Mumbai issued a show cause notice to SEL, seeking reasons for not demanding ₹ 17.098 Million with respect to the customs duty on six motor graders. The Commissioner of Central Excise and Service Tax, Mumbai through its order, directed SEL to pay an amount aggregating to ₹ 17.098 Million towards recovery of customs duty payable by SEL (the “Impugned Order”). Subsequently, SEL preferred an appeal before the Commissioner of Customs (Appeals), Sheva Raighad Maharashtra (the “CCA”). The CCA, through its order, dismissed the appeal. SEL preferred an appeal before CESTAT which was dismissed and directed SEL to deposit an amount of ₹ 9.069 Million. SEL deposited an amount of ₹ 9.069 Million and filed a special civil application before the Gujarat High Court for a stay against the demand made in the aforesaid show cause notice. The aggregate amount involved is ₹ 17.098 Million. The matter is currently pending.

(iii) Sarda Energy and Minerals Ltd. (Formerly known as Raipur Alloys Limited) has filed a suit for recovery of ₹ 4.642 Million (₹ 4.642 Million) against the company and its directors and officers holding them jointly and severally liable. The Company purchased steel and TMT bar from Sarda Energy and Minerals Limited, for which the latter claimed ₹ 4.642 Million (₹ 4.642 Million) balance to be paid and filed Civil Suit at Civil Court, Nagpur. The company has challenged the jurisdiction of the court along with an application for stay of the Impugned Order. The Bombay High Court, Nagpur bench, through its interim order, granted a stay pending the decision of the appeal and directed the company to deposit 50% of the amount of the decree passed by the Civil Judge. The company has paid ₹ 2.120 Million. The matter is pending before the Civil Court, Nagpur. Company has not made any provision for the said liability in its Books of Accounts.

(iv) Demand under Service Tax Act, 1994 ₹ 6.729 Million (₹ 6.729 Million). The Commissioner of Service Tax, Ahmedabad, through its order, imposed a penalty of ₹ 6.729 Million on SEL in relation to the assessment year 2005-06. SEL preferred an appeal before the Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad (the “CESTAT”). The CESTAT, through its interim order, allowed the stay petition. The aggregate amount involved is ₹ 6.729 Million. The matter is currently pending.

(v) Company has received order of the Commissioner of service tax on 1st April, 2013 wherein Commissioner upheld the demand of ₹ 19.913 Million (₹ 19.913 Million) and impose penalty of ₹ 34.592 Million (34.592 Million). Company filed appeal before CESTAT and received unconditional stay order on order of Commissioner hence no provision has been made.

(vi) The ACIT, Central Circle - 1(1), Ahmedabad served an assessment order to SEL in relation to adjustment of losses incurred by the undertaking of SEL against the eligible income of the undertakings while computing the deductions and other expenses for the assessment year 2005-06, 2006-07 and 2007-08 (the “Impugned Order”). SEL preferred an appeal before the CIT (Appeals) - XIV (the “CIT Appeals”) challenging the Impugned Order. The CIT Appeals, through its order, partly disallowed SEL’s claim for deduction and other expenses under Section 80IA of the IT Act and other expenses, (the “CIT(A) Order”). Subsequently, SEL preferred an appeal before the ITAT challenging CIT (A) Order and the ACIT, Central Circle - 1(1), Ahmedabad also preferred an appeal before the ITAT against the CIT(A) Order. The ITAT, through its order, allowed deductions under Section 80IA of the IT Act (the “ITAT Order”). The CIT filed a review petition before the ITAT. Subsequently, the CIT preferred an appeal before the Gujarat High Court against the ITAT Order. The aggregate amount of Tax Liability for all the 3 Asst. years involved is ₹ 61.103 Million. The matter is currently pending.

(vii) The DCIT, Central Circle 1(1), Ahmedabad issued a show cause notice to SEL seeking reasons for not imposing a penalty under Section 271(1)(c) of the IT Act with respect to the alleged concealment of particulars of income and inaccurate particulars being furnished for assessment year 2007-08 to AY 2011-12. SEL filed a reply to the show cause notice. The DCIT, Central Circle 1(1), Ahmedabad passed orders for AY 2007-08 to AY 2011-12 imposing total penalty of ₹ 6.030 Million (the “Penalty Order”). Subsequently, SEL has preferred an appeal before the CIT, Appeals-11, Ahmedabad against the Penalty Orders. The matters are currently pending.

(viii) The ACIT, Central Circle 1(1), Ahmedabad served five assessment orders to SEL along with five demand notices for an aggregate amount of ₹ 127.700 Million in relation to the assessment years 2007-08, 2008-09, 2009-10, 2010-11 and 2011-12 on account of disallowance of some expenditure and deductions under Section 80IA of the IT Act. SEL preferred an appeal before the CIT (Appeals). The CIT Appeals, through its order, allowed the expenditure and deductions amounting to ₹ 574.680 Million. Subsequently, the ACIT, Central Circle 1(1), Ahmedabad preferred an appeal before the ITAT. The aggregate amount involved is ₹ 195.330 Million. The matter is currently pending.

(ix) The DCIT, Central Circle 1(1), Ahmedabad, through its order, disallowed SEL’s claim for deduction for a sum of ₹ 37.950 Million under Section 80IA(4) of the IT Act for assessment years 2012-13 with respect to agreements entered with GoI and state governments for construction of highways and roads. The DCIT, Central Circle 1(1), Ahmedabad further held that SEL is a contractor who executed the work and was not eligible for such deductions.

SEL preferred an appeal before the CIT, Central Circle- 1(1). The aggregate amount of Tax involved is ₹ 0.460 Million. The matter is currently pending.

(x) The Deputy Commercial Tax Commissioner, Audit Divison-1 Ahmedabad has passed order against “Jilin Sadbhav JV” for VAT demand of ₹ 70.200 Million inclusive of interest ₹ 33.018 Million and Penalty of ₹ 7.436 Million. In Jilin-Sadbhav JV, Sadbhav Engineering Limited is having 48% share. Against this Order the Joint Venture has filed an appeal in the Gujarat Value Added Tax Tribunal at Ahmedabad. The Tribunal, through its order, granted a stay against the recovery of outstanding demand on payment of ₹ 1.500 Million. The company has paid ₹ 1.500 Million. Hence no provision has been made.

(xi) The Company has received a show cause notice from the office of Mining Engineer, Mines and Geology Department, Udaipur on 05/02/2014 imposing penalty of ₹ 8.132 Million under rule 63, 37A (IX) of Rajasthan Minor Mineral Concession Rules, 1986. The Company has filed a Civil Writ Petition No. 2635/2014 in The High Court of Rajasthan against the said notice. The Company has deposited ₹ 3.000 Million with the Mining Engineer, Mines and Geology Department, Udaipur as per stay order of the Honourable Court. Further proceeding is pending, hence no provision has been made.

(xii) The Deputy Commissioner of Commercial Taxes, Jharkhand has passed an Assessment Order under Jharkhand Value Added Tax, 2005 for FY 2010-11 in which demand of ₹ 7.740 Million. The company is in the process of filling the Appeal before higher authority against this Demand hence the same has not been provided in the Books of Accounts.

(b) Other Money for which the company is contingently liable:-

(i) The Finance Act (2), 2009 has amended Section 80IA(4) of the Income Tax Act, 1961 by substituting an explanation to Section 80IA with restrospective effect from 01.04.2000. On the basis of legal opinion and decided cases, the Company has continued to claim deduction under section 80IA(4) of the Act on eligible projects and consequently the Company considers it appropriate not to create a liability for provision of Income Tax. However an amount of Total income tax of ₹ 329.501 Million on claim of deduction u/s 80IA for the AY 2013-14 to AY 2015-16 has been considered as contingent liability for which assessment is not completed.

(ii) Siddharth Infraprojects Private Limited (the “Claimant”) has initiated an arbitration proceeding against SEL in relation to a sub-contract agreement dated October 31, 2007 between the Claimant and SEL. Pursuant to the aforesaid sub-contract agreement, SEL sub contracted the work under the main contract between SEL and MPRDC for rehabilitation and upgradation of package 11 of Seoni Chiraidongri Road. The Claimant has alleged that SEL had committed breaches of the terms of the sub-contract agreement by unilaterally reducing its scope of work covered under the sub-contract agreement without the permission of the MPRDC. The Claimant has claimed an aggregate amount of ₹ 816.000 Million on account of, inter alia: (i) amount not paid for the work done; (ii) overhead losses suffered by the Claimant; (iii) losses suffered on account of profit not earned at appropriate time; (iv) loss of productivity; (v) opportunity losses; (vi) compensation for interest charges paid to the bank; (vii) loss due to underutilized tools, plants and machineries. SEL has been submitted its statement of defence before the Arbitral Tribunal. The aggregate amount involved is ₹ 816.000 Million. The matter is currently pending.

FIXED ASSETS:

· Land-Free Hold

· Building

· Furniture

· Office Equipment

· Machineries

· Vehicles

· Wind Mills

· Computer Software

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 records 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. 65.22
UK Pound	1	Rs. 99.93
Euro	1	Rs. 71.67

INFORMATION DETAILS

Information Gathered by :	NYA
Analysis Done by :	RAS
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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		50

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.